Exhibit 10.19
 EXECUTIVE EMPLOYMENT AGREEMENT
  I. EMPLOYMENT
 a.
    
    The Company hereby employs Executive and Executive hereby accepts
employment with the Company as Senior Vice President  Retail for an Employment
Term as set forth in Paragraph IV below.
 II. DUTIES OF EMPLOYEE
 a.
    
    Position: During the Employment Term, the Executive shall be
employed as Senior Vice President  Retail.
 b.
    
    Duties and Responsibilities: The duties and responsibilities
of Executive shall be those necessary and appropriate to the proper discharge of
his position. The duties and responsibilities shall include, but not be limited
to, those outlined in the Companys job description for Senior Vice President 
Retail. (See attached Exhibit A.) Executive shall perform all duties and execute
all responsibilities as directed from time-to-time by the Companys President and
Chief Operating Officer (the President/COO), and Chief Executive Officer. The
duties of Executive may be altered from time-to-time at the direction and in the
discretion of the Company. Executive shall at all times report to the
President/COO.
 c.
    
    Devotion of Time to the Companys Business: During Executives
employment, Executive shall devote his entire time, energies, abilities and
attention to the business of the Company and shall work for no other person during
the term of the Employment Term without obtaining prior written consent from the
Company.
 III. COMPENSATION AND BENEFITS
 a.
    
    Base Salary: Executive will be paid a base salary at the rate
of $275,000 per year. Increases in base salary for Executive shall be determined
by the Board of Directors of the Company (the Board) after due consideration of
the recommendation of the President/COO of the Company. Increases in base salary
thereafter shall be determined annually in the same manner.




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b.
    
    Moving Allowance [if needed]: To qualify for relocation expense
reimbursement, Employee must agree and utilize the relocation services of TRC Global
Solutions. The following items are included in the relocation package:
 
    
    The Company will pay $2,500 toward trip(s) for house-hunting
consisting of the reasonable costs of airfare, hotel, rental car
and meals;
 
    
    The Company will pay for transportation costs only for trips
home every other week until relocation has been completed;
 
    
    A professional van line will be selected and coordinated by TRC.
The van line will pack, load, transport, and unload goods.
Crating will be included up to $1,500 (excludes unusual goods such
as Plasma/big screen TVs and other items);
 
    
    The Company will also pay up to $5,000 for incidental expenses.
All other moving costs are the responsibility of Executive.
 c.
    
    Incentive Bonuses: Executive will receive a minimum bonus of
$100,000 for fiscal year 2011 at normal distribution date. Executive shall be
afforded the opportunity to earn an Incentive Bonus with respect to following
fiscal years based upon the attainment of financial objectives established by the
Board (or a committee thereof), following consideration of the recommendation of
the President/COO.
 d.
    
    Stock Options: Executive shall be granted options (the
Original Options) to purchase 5,000 shares of the Common Stock of NBC Holdings
Corp. The Original Options shall have an exercise price of $85 per share. The
Original Options shall be exercisable as to 25% of the shares covered thereby on
date of hire and shall be exercisable as to an additional 25% of the shares covered
thereby on each anniversary date in 2011, 2012, 2013 subject to Executives
continued employment with the Company on such anniversary dates. Customary terms
and conditions shall apply to the Original Options.For each year of employment, Executive may be granted additional options to acquire
a number of shares of Common Stock of NBC Holdings Corp. to be determined by the
Board, subject to the achievement by the Company of annual performance targets to be
established by the Board. The additional options shall have an exercise price equal
to the fair market value per share as of the date of grant. Each additional option
shall be exercisable as to 25% of the shares covered thereby on the date of grant
and shall become exercisable as to an additional 25% of the shares covered thereby
on each of the first three anniversaries of the date of grant of such option,
subject to Executives continued employment with the Company on such anniversary
dates. Customary terms and conditions shall apply to such additional options.
 e.
    
    Tag-Along and Drag-Along Rights: In the event of a sale of the
majority of the common stock of NBC Holdings Corp., all shares of Common Stock of
NBC Holdings Corp. owned by Executive (including shares hereafter acquired) shall
be subject to tag-along and drag-along rights, entitling and obligating Executive
to sell his shares ratably with, and on the same terms and conditions as, other
selling shareholders.




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f.
    
    Non-Transferability of Stock: Other than the sale described
above, Executive shall not sell, transfer, pledge or convey any Common Stock or
options of NBC Holdings Corp. other than (i) for estate planning purposes, to a
family trust or family partnership for the benefit of immediate members of the
Executives family, (ii) upon Executives death, to his estate, (iii) upon
Executives disability or (iv) after an initial public offering of Common Stock of
NBC Holdings Corp., subject in each case (except iv) to the tag-along and
drag-along provisions of the immediately preceding paragraph.
 g.
    
    Other Benefits: Executive will receive the customary fringe
benefit plans and entitlements as currently provided by the Company to its senior
executives.
 IV. TERMS OF EMPLOYMENT
 a.
    
    Term: The term of Executives employment hereunder (the
Employment Term) shall be from the date hereof to one year from date of hire,
unless extended or earlier terminated in accordance with this Agreement or
otherwise by agreement of the parties. The term shall be automatically extended
for additional periods of one year each unless either party gives at least 120 days
prior written notice to the other party of intention to terminate the Executives
employment hereunder at the end of the then current Employment Term.
 b.
    
    Termination of Employment Prior to Expiration of the Employment
Term:
 i.
    
    Termination by the Company without cause:
Executive will be entitled to (i) continued payment of base salary for
12 months, (ii) payment of Incentive Bonus when otherwise due in respect
of year of termination, prorated through date of termination, and (iii)
continuation for 12 months of any medical, dental and vision benefits
provided to the Executive immediately before such termination.
 ii.
    
    Death/Disability: Executive entitled to
(i) payment of base salary through the date of termination plus
additional six (6) months, and (ii) payment of Incentive Bonus when
otherwise due in respect of year of termination, prorated through date of
termination.
 iii.
    
    Executive voluntary resignation or termination
by Company for cause: Executive entitled to payment of base
salary through date of termination
 1.
    
    Cause Defined: Cause shall mean
the Executive willfully neglects his duties hereunder, is convicted
of any felony or misdemeanor involving moral turpitude, is guilty of
gross misconduct in connection with the performance of his duties
hereunder, or materially breaches affirmative or negative covenants
or undertakings hereunder (including under Appendix A and the
Non-Competition, Non-Solicitation and Confidentiality Agreement
attached as Appendix B).




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c.
    
    Confidential Information:
 i.
    
    Company Information: Executive agrees at
all times during the term of his/her Relationship with the Company and
thereafter, to hold in strictest confidence, and not to use, except for
the benefit of the Company, or to disclose to any person, firm,
corporation or other entity without written authorization of the Company,
any Confidential Information of the Company which Executive obtains or
creates. Executive further agrees not to make copies of such
Confidential Information except as authorized by the Company.Executive understands that Confidential Information means any Company
proprietary information, technical data, trade secrets, or know-how,
including, but not limited to, information relating to past, present, or
future business of the Company, or any plans therefore, market information,
actual or prospective personnel or clients, strategy, budgets, pricing,
research, development, operating results, services, business plans or
designs, cost and pricing strategies or information, client requirements and
preferences, marketing research, work product (including all documentation,
creative works, know-how and information created in whole or in part by
Executive during Executives Relationship with the Company whether or not
copyrightable or otherwise protectable) or other competitively sensitive
business information, and all related databases, compilations and records
disclosed to Executive by the Company, either directly or indirectly, in
writing, orally or by drawings or observation by Executive during the period
of the Relationship, whether or not during working hours.Executive understands that Confidential Information includes, but is not
limited to, information pertaining to any aspects of the Companys business
which is either information not known by actual or potential competitors of
the Company or is proprietary information of the Company or its customers or
suppliers, whether of a technical nature or otherwise. Executive further
understands that Confidential Information does not include any of the
foregoing items which have become publicly and widely known and made
generally available (without expending significant time or effort) through
no wrongful act of Executives or of others who were under confidentiality
obligations as to the item or items involved.All Confidential Information is and shall remain the Companys exclusive
property, and Executive further agrees that all information used by
Executive in connection with his/her job is confidential and valuable
property of the Company, and that any such information developed by
Executive during the performance of such employment is and shall remain the
exclusive property of the Company. Executive recognizes and acknowledges
that the Companys business matters and affairs (including, but not limited
to, the nature and extent of the Companys assets and holdings and any
information related to the Companys business relationships, developmental
concepts, business practices and policies, pricing structures, methods of
business operation, operational techniques, banking and lending
relationships, or details of any financial information related to the size
and scope of the Company), are valuable to the Company and included within
the definition of Confidential Information.
 ii.
    
    Former Employer Information. Executive
represents that his/her performance of all terms of this Agreement as an
employee of the Company has not breached and will not breach any
agreement to keep in confidence proprietary information, knowledge or
data acquired by Executive in confidence or trust prior or subsequent to
the commencement of Executives Relationship with the Company, and
Executive will not disclose to the Company, or induce the Company to use,
any inventions, confidential or proprietary information or material
belonging to any previous employer or any other party.




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iii.
    
    Third Party Information. Executive
recognizes that the Company has received and in the future will receive
confidential or proprietary information from third parties subject to a
duty on the Companys part to maintain the confidentiality of such
information and to use it only for certain limited purposes. Executive
agrees to hold all such confidential or proprietary information in the
strictest confidence and not to disclose it to any person, firm or
corporation or to use it except as necessary in carrying out Executives
work for the Company consistent with the Companys agreement with such
third party.
 d.
    
    Intellectual Property:Executive agrees that any inventions,
products, processes, apparatus, designs, improvements or business-related
suggestions and information conceived, discovered, made, developed by [him/her],
solely or jointly with others, during [his/her] employment with the Company that
are (i) made with the Companys equipment, supplies, facilities, trade secrets or
time; or (ii) that related, at the time of conception or reduction to practice to
the Companys business, to the Companys actual or demonstrably anticipated
research; or (iii) result from any work performed by the Executive for the Company,
shall belong to the Company without further compensation to the Executive, and
Executive agrees to assign any and all rights in such items to the Company.
 e.
    
    Non-Competition:Executive agrees to be bound by the terms of
the Non-Compete, Non-Solicitation and Confidentiality Agreement attached as
Appendix B, which is hereby incorporated by reference.
 f.
    
    Non-Solicitation of Employees:Executive agrees to be bound by
the terms of the Non-Compete, Non-Solicitation and Confidentiality Agreement
attached as Appendix B, which is hereby incorporated by reference.
 g.
    
    Return of Company Property:Upon termination of Executives
employment with the Company, for any reason, Executive agrees to return to the
Company, in good condition, ordinary wear and tear accepted, all property belonging
to the Company. This includes, but is not limited to, Company provided
automobiles, keys, computers, computer-related hardware, computer software,
security cards, credit cards, cellular phones, PIM cards, personal data assistants
(PDAs), fax machines, and the originals and all copies of any materials which
contain, reflect, summarize, describe, analyze, refer or relate to any confidential
and proprietary information of the Company.
 V. GENERAL PROVISIONS
 a.
    
    Entire Agreement: This Agreement supersedes any and all other
agreements, either oral or in writing, expressed or implied, between the parties
with respect to the employment of Executive by the Company, and contains all the
covenants and agreements between the parties with respect to such employment.
 b.
    
    Modification or Amendment: This Agreement cannot be changed or
modified orally and may only be supplemented, amended, or revised in a writing
signed by Executive and the Company.
 c.
    
    Waiver: One partys waiver of a breach of any provision of
this Agreement shall not operate or be construed as a continuing waiver or waiver
of any other provision, obligation, right, or privilege.




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d.
    
    Notices.Any notice or other communication required or desired
to be given in this Agreement shall be in writing and addressed to the parties,
respectively, as follows:
 th
 e.
    
    Assignment: Executive shall not assign any rights or
obligations under this Agreement or delegate the performance of any obligations or
duties without the written consent of President/COO.
 f.
    
    Arbitration: Except as prohibited by law, Executive and
Company Agree to submit to binding arbitration before a single arbitrator any and
all claims arising out of Executives employment with the Company or cessation of
that employment. This includes, but is not limited to: (i) breach of this
Agreement or any other employment agreement or contract, express or implied; (ii)
breach of any other term or condition of employment, whether express or implied;
(iii) breach of any covenant of good faith and fair dealing; (iv) any form of
employment discrimination in violation of municipal, state or federal law; (v) any
claims arising under common law; (vi) misappropriation of trade secrets; or (vii)
violation of any other federal, state or local statue, ordinance or regulation
related to Executives employment with Company or the termination of that
employment.Any demand for arbitration shall be made in writing and served upon the other party
to this Agreement. Such demand shall be served no later than the expiration of the
applicable statute of limitation period for such dispute(s). For purposes of this
paragraph, the date upon which the dispute arises shall be the date of the event,
occurrence, or happening giving rise hereto. Absent express written agreement of
the parties, this time period shall not be extended by virtue of informal attempts
to resolve the dispute.The arbitrator shall apply the substantive law of Nebraska (excluding choice-of-law
principles that might call for the application of some other jurisdictions law) or
federal law, or both as applicable to the claims asserted. In the event that
arbitration is brought pursuant to any law or statute which provides for allocation
of attorneys fees and costs, the arbitrator shall have the authority to allocate
attorneys fees and costs pursuant to the applicable law or statute. The
arbitrator shall have exclusive authority to resolve any dispute relating to the
interpretation, applicability or enforceability or formation of this Agreement
(including this paragraph), including any claim that all or part of the Agreement is
void or voidable and any claim that an issue is not subject to arbitration. The
results of arbitration will be binding and conclusive on the parties hereto. Any
arbitrators award or finding or any judgment or verdict thereon will be final and
unappealable. All parties agree that venue for arbitration will be in Lincoln,
Nebraska and that any arbitration commenced in any other venue will be transferred
to Lincoln, Nebraska, upon the written request of any party to this Agreement. Any
and all of the arbitrators orders, decisions and awards may be enforceable in, and
judgment upon any award rendered by the arbitrator may be confirmed and entered by
any federal or state court having jurisdiction. All privileges under state and
federal law, including attorney-client, work product and party communication
privileges, shall be preserved and protected. The decision of the arbitrator will
be binding on all parties. All proceedings conducted pursuant to this agreement to
arbitrate, including any order, decision or award of the arbitrators, shall be kept
confidential by all parties.




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EMPLOYEE ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, EMPLOYEE IS WAIVING ANY RIGHT
THAT EMPLOYEE MAY HAVE TO A JURY TRIAL OR A COURT TRIAL OF ANY SERVICE RELATED CLAIM
ALLEGED BY EMPLOYEE.
 g.
    
    Governing Law: This Agreement shall be governed by and
construed in accordance with the laws of the State of Nebraska.
 h.
    
    Severability:If any provision of this Agreement, or any
portion of a provision of this Agreement, is determined invalid or unenforceable
for any reason, the remainder of this Agreement shall remain in force and effect.
 i.
    
    Opportunity to Review: Executive expressly acknowledges that
Company has encouraged and given him the opportunity to thoroughly discuss all
aspects of this Agreement with an attorney or other advisor before signing and that
Executive has thoroughly discussed or has alternatively elected to freely waive any
further opportunities to thoroughly discuss this Agreement with an attorney or
advisor.
  NEBRASKA BOOK COMPANY, INC.By:
    /s/  Barry S. MajorBarry S. MajorPresident and Chief Operating OfficerEXECUTIVEBy:
    /s/  Steven A. ClementeSteven A. Clemente




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APPENDIX B
 Noncompete, Nonsolicitation,  and Confidentiality Agreement
 THIS AGREEMENT NEBRASKA BOOK COMPANY, INC.
 Effective Date
 Employment Relationship
 Restrictive Covenant
 (i)
    
    solicit, divert, or attempt to divert away from Company or its affiliates,
business with customers or accounts of Company or its affiliates with which Employee
actually did business and had personal contact during his or her employment;
 (ii)
    
    accept business from customers or accounts of Company or its affiliates with
which Employee actually did business and had personal contact during his or her
employment;
 (iii)
    
    induce, solicit, cause, or attempt to induce or cause, any employee of Company
or its affiliates with whom Employee actually worked and had personal contact while
employed by Company to leave the employ of Company or its affiliates; or
 (iv)
    
    hire or otherwise accept the services of any employee or former employee of
Company with whom Employee actually worked and had personal contact while employed by
Company, whether solicited or not solicited by Employee.Employee specifically acknowledges that, for purposes of subparagraphs (iii) and
(iv), any employee who was employed in the State of Nebraska while Employee was
employed by Company should be considered an employee with whom Employee actually
worked and had personal contact while employed by Company, unless Employee can
prove otherwise.




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Confidential Information
 Company Information
    Former Employer Information




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Third Party Information
 Return of Company Documents
 Business Opportunity
 Remedies
  Representations and Covenants




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General Provisions
            COMPANY:
    
    
    
    EMPLOYEE:Nebraska Book Company, Inc.By:
    
    /s/ Barry S. Major
    
    
    
    /s/ Steven A. ClementeBarry S. Major
    
    
    
    Steven A. ClementePresident/COO
    
    
    
    Sr. Vice President  RetailMarch 27, 2010
    
    
    
    March 27, 20107335 S. Tempe CourtAurora, Colorado 80016