EXHIBIT 10.1

December 13,
2000

Mr. Gary
W. Ampulski
405 St. Andrews Lane
Gurnee, IL 60031

Dear Gary:

Pursuant
to our recent discussions, this letter sets forth the terms of your employment with TAB Products Co. (the "Company").

1.  POSITION:
You will be employed by the Company as its President and Chief Executive Officer, reporting to the Company's Board of Directors (the "Board"). The Company
will undertake reasonable efforts to have you elected to the Board during your employment, and you agree that upon the termination of your employment for any reason you shall promptly resign from the
Board. You accept employment with the Company on the terms and conditions set forth in this Agreement, and you agree to devote your full business time, energy and skill to your duties at the Company.
However, you shall be entitled to engage in other professional activities, including, but not limited to, participating on other boards of directors (provided that you give advance written notice to
the Board of your participation on such other boards), which activities do not materially interfere with the performance of your duties for the Company. Your duties shall include, but not be limited
to, the overall general management of the Company, as well as other reasonable duties that may be assigned to you from time to time by the Board.

2.  TERM
OF EMPLOYMENT: Your employment with the Company shall start on January 1, 2001, will be for no specified term, and may be terminated by you or the
Company at any time, with or without cause, subject to Paragraphs 4 and 5 below.

3.  COMPENSATION:
You will be compensated by the Company for your services as set forth below. All amounts paid to you by the Company or other compensation realized by
you will be subject to applicable income and employment withholding taxes.



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4.  TERMINATION
RESULTING FROM RESIGNATION, DEATH OR DISABILITY: In the event that you voluntarily resign from your employment with the Company, or in the event that
your employment terminates as a result of your death or Disability (as defined below), you will be entitled to no compensation or benefits from the Company other than those earned under
Paragraph 3 through the date of your termination, except that you will not be entitled to any pro rated portion of your incentive bonus for that fiscal year. You agree that in the event you
voluntarily terminate your employment with the Company for any reason, you will provide the Company with thirty days' written notice of your resignation. The Company may, in its sole discretion, elect
to waive all or part of such notice period and accept your resignation at an earlier date. For the purposes of this Agreement, "Disability" means your inability to perform your duties as an employee
of the Company as a result of your incapacity or mental impairment for any 120 days (not necessarily consecutive) in any one year period.

5.  TERMINATION
BY THE COMPANY



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6.  CONFIDENTIAL
AND PROPRIETARY INFORMATION: As a condition of your employment, you agree to sign the Company's standard form of employee confidentiality and
assignment of inventions agreement.

7.  COVENANT
REGARDING NONSOLICITATION: For a period of one (1) year following your termination of employment for any reason, you agree that you will not
recruit, solicit, or invite the solicitation of any employees of the Company to terminate their employment with the Company.

8.  DISPUTE
RESOLUTION: In the event of any dispute or claim relating to or arising out of your employment relationship with the Company, this Agreement, or the
termination of your employment with the Company for any reason (including, but not limited to, any claims of breach of contract, wrongful termination or age, disability or other discrimination), you
and the Company agree that all such disputes shall be fully, finally and exclusively resolved by binding arbitration conducted by the American Arbitration Association in the County in which the
principal executive offices of the Company are located. You and the Company hereby knowingly and willingly waive your respective rights to have any such disputes or claims tried to a judge or jury;
provided, however, that this arbitration provision shall not apply to any claims for injunctive relief by you or the Company.

9.  INTERPRETATION:
This Agreement shall be interpreted in accordance with and governed by the laws of the State in which the principal executive offices of the Company
are located.

10. SUCCESSORS
AND ASSIGNMENT: Any successor (or parent thereof) to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation,
liquidation or otherwise) or to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under
this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term
"Company" shall include any successor (or parent thereof) to the Company's business and/or assets which executes and delivers the assumption agreement described in this paragraph or which becomes
bound by the terms of this Agreement by operation of law. In view of the personal nature of the services to be performed under this Agreement by you, you cannot assign or transfer any of your rights
or obligations under this Agreement.

11. ENTIRE
AGREEMENT: This Agreement, the agreements referred to above and the Change of Control Agreement signed by you and an authorized member of the Board
constitute the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all prior negotiations, representations or agreements between you
and the Company regarding your employment, whether written or oral.

12. MODIFICATION:
This Agreement may only be modified or amended by a supplemental written agreement signed by you and an authorized member of the Board.

Sincerely,

|TAB Products Co.                                                                                                   
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|By:                                                                                                                
|I agree and hereby accept employment with TAB Products Co. on the terms and conditions set forth in this Agreement.
|/s/GARY W. AMPULSKIGary W. Ampulski                                                                                

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