##### 



Exhibit 10.3
 TRANSITION/RESIGNATION AND RELEASE AGREEMENT
 Name of Executive: Koreen A. Ryan
Date of this Agreement: March 14, 2006
Resignation Date: April 3, 2006
 Agreement Date of this Agreement Company Releasees Executive
 Employment Transition .
 (a)
    

The Company and the Executive acknowledge that as of the Date
of this Agreement, Executive has resigned her responsibilities as Senior Vice
President, General Counsel and Secretary of the Company and, until the
Resignation Date indicated above, Executive shall assume the employment
duties as a legal advisor to the Company. During the employment period between
the Date of this Agreement and the Resignation Date, Executive shall make her
services as an employee available to authorized representatives of the Company
as specifically requested by the President and Chief Executive Officer of the
Company, but Executive shall not initiate services, or represent herself as
authorized to act, on behalf of the Company (other than to inform third
parties, including search firms and prospective employers, of her provision of
transitional legal advisory service to the Company through the Resignation
Date), and shall cease reporting to work at any of the Companys locations,
unless otherwise requested by the President and Chief Executive Officer.
During the employment period between the Date of this Agreement and the
Resignation Date, Executive shall be paid at her current base salary rate and
continue to participate in the employee benefits plans in which she was
enrolled on the Date of this Agreement. Executive will also receive payment of
her bonus for the prior fiscal year in the amount of $7,200.00. Such services
shall involve the areas and matters in which she was involved prior to the Date
of this Agreement, including investigations, threatened or actual litigation
and regulatory actions concerning the Company. She should also provide to the
Company, if requested, information relating to ongoing matters of interest to
the Company, and aid in transitioning management of the Law Department. In
requesting any such services, the Company will take into




---



##### 



consideration the
Executives personal commitments, will give the Executive as much advance
notice as reasonably possible, and ask that she be available at such time or
times, and at such location or locations, as are reasonable and mutually
convenient to her and the Company.
 (b)
    
    Executive and the Company agree that Executives last day of
employment with the Company shall be the Resignation Date indicated above.
Following the Resignation Date, (i) Executive shall be paid the four days of
accrued but unpaid vacation to which she is entitled, (ii) be provided any
vested benefits to which she is entitled under the Companys employee benefits
plans, and (iii) be furnished with any required information regarding her
employee benefit continuation or conversion rights. Notwithstanding the
foregoing, in the event Executive does not timely sign and return this
Agreement, or revokes this Agreement pursuant to Paragraphs 13 and 19 (below),
Executives Resignation Date shall be April 3, 2006.
 Consideration .
 (a)
    
    Executive shall be entitled to receive as separation pay an
amount equal to $181,500.00 which is eleven (11) months of her current annual
base salary payable in installments in accordance with the Companys regular
payroll payment schedule. Payment of separation pay shall commence after the
seven (7) day revocation period described below has passed.(b)
    
If Executive elects to exercise her applicable COBRA
continuation rights to continue her Company sponsored medical benefits, such
medical benefits shall be provided to her by the Company paying the employer
portion of the COBRA continuation premium and her paying the employee portion
of the COBRA continuation premium at the Company active employee contribution
rate for medical benefits for the earlier of nine (9) months or until she
becomes eligible for coverage under another employers health benefits plan.
Thereafter, Executive will be required to pay the full applicable COBRA
premium.(c)

    
The Company hereby releases Executive from the obligation to
repay to the Company the $35,000.00 sign-on bonus which Executive received from
the Company pursuant to Executives April 13, 2005 offer
letter.
 COBRA Continuation . COBRA
 Page 2 of 12




---



##### 



No Further Entitlements .
 Expense Reports and Return of Company Property .
 Nonadmission .
 Nondisparagement .
 Page 3 of 12




---



##### 



Attachment I Attachment II
 Release . ADEA
  Page 4 of 12




---



##### 



Promise Not to Seek Re-employment .
 Resignation .
 Confidentiality of Agreement .
 Page 5 of 12




---



##### 







Further Obligations of the Executive .


Contractual Capacity .


(a)

    
    has read it fully and understands the Agreements terms and
conditions;(b)
    
    has been advised to consult with an attorney of her own choice
at her own expense prior to executing this Agreement;(c)
    
    has waived any legal claim or any right to bring a lawsuit
against the Company based on any actions taken by the Company up to the date of
the signing of this Agreement;(d)
    
    has had or may have at least twenty-one (21) days during which
to consider this Agreement prior to signing it and acknowledges that any
revisions to this Agreement will not restart the running of the twenty-one day
period which commenced on March 14, 2006;(a)
    
    has an additional seven (7) calendar days thereafter to revoke
her decision to sign this Agreement; and if she desires to revoke this
Agreement, a written revocation must be delivered and received pursuant to
Paragraph 19 (below);(f)
    
    is not waiving or releasing any rights or claims that may arise
after the date she signed this Agreement, except those rights or claims waived
or released pursuant to the identical general release of claims and covenant
not to sue referenced in Paragraph 19 below;(g)
    
    is not waiving or releasing any rights or claims that may arise
after the date she signed the identical general release of claims and covenant
not to sue referenced in Paragraph 19 below;


Page 6 of 12



---



##### 



(h)
    
    has received adequate consideration for the release and waivers
contained in this Agreement in the form of money and other benefits in addition
to that which she is already entitled to receive.
 Cooperation With Company .
 Entire Agreement .
 Severability .
 Governing Law .
 Page 7 of 12




---



##### 



Effective Date .
 Notices of Revocation/Identical Release .
 
  Payment and Withholding .
 Page 8 of 12




---



##### 



No Waiver .
 Execution in Counterparts .
 Construction .
 Page 9 of 12




---



##### 



EXECUTIVE ACKNOWLEDGES THAT SHE HAS READ AND FULLY UNDERSTANDS THE FOREGOING PROVISIONS OF
THIS AGREEMENT, CAN HAVE OR HAS HAD AT LEAST TWENTY-ONE (21) DAYS TO EVALUATE THE TERMS OF
THIS AGREEMENT, HAS BEEN ADVISED TO CONSULT WITH LEGAL COUNSEL AT HER OWN EXPENSE BEFORE
SIGNING THIS AGREEMENT, HAS RECEIVED AND REVIEWED ALL INFORMATION PROVIDED TO HER IN
CONNECTION WITH THIS AGREEMENT AND FREELY AND WITHOUT RESERVATIONS ENTERS INTO THIS
AGREEMENT.
 ENESCO GROUP, INC.By:
    /s/ Cynthia L. PassmorePrinted
Name:  Cynthia L. PassmoreTitle:  President and Chief Executive OfficerSignature Date:
    April 3, 2006EXECUTIVESignature:
    /s/ Koreen A. RyanPrinted
Name:  Koreen A. RyanSignature Date:
    March 23, 2006
 Page 10 of 12




---



##### 



Very truly yours,
Anne-Lee Verville
Chairman, Board of Directors




---



#####