EXHIBIT 10.17


                          SALARY CONTINUATION AGREEMENT

     THIS SALARY  CONTINUATION  AGREEMENT (the  "Agreement")  entered into as of
October 1, 2001,  by and between  ARCADE  MARKETING,  INC.  (the  "Company"),  a
Delaware  corporation,  and Alan Bruce Prashker (the "Employee"),  an individual
residing at 78 Tennyson Drive, Short Hills, New Jersey 07078;

                              W I T N E S S E T H:

     WHEREAS,  the Company is engaged in the business  of,  among other  things,
manufacturing,  marketing and distributing  olfactory,  cosmetic/skincare/beauty
care  (including  but not limited to treatment,  makeup and lipstick) and flavor
sampling and interactive  advertising products and encapsulated  ingredients and
printed materials as they relate to sampling and is in the process of developing
single  dosage  products  and  is  engaged  in   manufacturing,   marketing  and
distributing  nail  and hair  care  sampling  products,  scented  greeting  card
products and also engages in, or provides,  creative  services,  sales promotion
services,  marketing communications services, direct mail and response services,
data base  marketing  services,  point of sale  merchandising  and  sampling and
multimedia in-store advertising and/or merchandising; and

     WHEREAS,  the  Company  desires to employ the  Employee,  and the  Employee
desires to be  employed  by the  Company,  on the terms and  conditions  of this
Agreement; and

     WHEREAS,  the  Employee is not a party to any other  contract or subject to
the terms of any other agreement, which contract or agreement would prohibit him
from being a party to this Agreement or otherwise being employed by the Company;

     NOW,  THEREFORE,  in  consideration  of the  respective  agreements  of the
parties contained herein, it is agreed as follows:

          1.  Effective  Date.  The Effective  Date of this  Agreement  shall be
     October 1, 2001 (the "Effective Date).

          2.  Employment.

          (a) Subject to the provisions of Section 7 hereof,  the Company agrees
     to employ the Employee as a Senior Vice President of the Company or in such
     other  management  capacity as may later be decided by the Chief  Executive
     Officer of the Company (the "CEO"). During such employment,  Employee shall
     perform  such  management  services  as the  CEO  may  from  time  to  time
     designate.  The  Employee  shall  report  to the  CEO of the  Company.  The
     Employee's primary place of employment shall be the Company's office in New
     York  City;  however,  the  Employee  shall  undertake  such  travel  as is
     reasonable  and  customary  in  the  execution  of  the  Employee's  duties
     hereunder.

          (b) During his employment,  excluding periods of vacation,  sick leave
     and  disability to which the Employee is entitled,  the Employee  agrees to
     devote his full business time, attention,  knowledge and skills, faithfully
     and  diligently to the best of his ability,  to the business and affairs of
     the Company and its affiliates.


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          3.   Compensation.

          (a) Base Salary. During his employment,  the Company agrees to pay, or
     to cause to be paid to the  Employee,  an annual base salary of two hundred
     and five thousand dollars ($205,000.00) or as may be increased from time to
     time at the sole  discretion  of the CEO  (hereinafter  referred  to as the
     "Base  Salary"). Such Base Salary  shall be earned and accrued on a per day
     basis and be payable in accordance with the Company's  customary  practices
     applicable to its executive employees.

          (b) Annual Bonus. The Employee shall be eligible to participate in the
     Salaried  Employees  Bonus Plan adopted by the Company for each fiscal year
     ending during his employment  (each, a "Bonus Plan")  pursuant to which the
     Employee may earn an annual bonus (the "Annual  Bonus").  If the  Company's
     financial  goals as set  forth in the  Bonus  Plan are met and if the other
     criteria  set forth in the Bonus  Plan are met,  the  amount of the  Annual
     Bonus for which the Employee may be eligible  during any fiscal year may be
     up to a target as  determined  for each  year's  Bonus  Plan  (the  "Target
     Amount").  Under certain  circumstances  as set forth in the Bonus Plan for
     the  applicable  fiscal  year,  the  Employee may be eligible for an Annual
     Bonus in an amount in excess of the Target  Amount.  The Annual Bonus shall
     be  payable  to the  Employee  on the  later of ten  (10)  days  after  the
     Company's auditors deliver their audit opinion/certification  report of the
     relevant fiscal year's annual financial  statements of the Company or sixty
     (60) days after the end of the  relevant  fiscal year,  beginning  with the
     fiscal year  ending June 30,  2000;  provided,  however,  that for any such
     fiscal year,  the amount of the Annual Bonus shall be prorated based on the
     number of weeks  within  such  fiscal  year  during  which the  Employee is
     employed by the Company. The Employee  acknowledges that the performance of
     his duties are subject to the direction of the CEO and that his entitlement
     to an  Annual  Bonus  as set  forth  herein  shall  have no  impact  on the
     discretion  of the CEO in  delegating  authority  and duties to him. If the
     Employee's employment is terminated, the Employee shall only be entitled to
     receive an Annual Bonus for the fiscal year of the Company during which the
     Termination  Date  (as  defined  in  Section  9(b) ) occurs  to the  extent
     specified in Section 8. To the extent that an Annual Bonus is payable under
     Section 8, such Annual Bonus shall be payable notwithstanding any provision
     of the Bonus Plan  requiring  an  employee to be employed by the Company on
     the date a bonus is payable.

          (c) Stock Option Plan.  During his  employment,  the Employee shall be
     entitled to participate  as an executive  employee in the stock option plan
     of AHC I Acquisition  Corp., the remote parent  corporation of the Company,
     in  accordance  with the terms of such plan, as it may be amended from time
     to time.

          4.   Employee Benefits.  During his employment,  the Employee shall be
     entitled to  participate  in all  employee  benefit  plans,  practices  and
     programs  maintained by the Company and made  available to employees of the
     same or similar  position at the  Company,  generally,  including,  without
     limitation,    any   retirement,    profit   sharing,   savings,   medical,
     hospitalization,  disability,  dental,  life or travel  accident  insurance
     benefit plans, but only to the extent maintained by the Company and only to
     the  extent  that the  Employee  qualifies  under the terms of such  plans.
     Unless otherwise  provided herein, the compensation and benefits under, and
     the Employee's  participation in, such plans,  practices and programs shall
     be on the same basis and terms as are  applicable  to employees of the same
     or similar position at the Company.


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          5.   Expenses. The Employee shall be entitled to receive,in accordance
     with  normal  Company  practices,  prompt  reimbursement  of  all  expenses
     reasonably incurred by him in connection with the performance of his duties
     hereunder or for promoting,  pursuing or otherwise  furthering the business
     or interests of the Company.

          6.   Vacation and Sick Leave.

          (a) The Employee  shall be entitled to annual  vacation in  accordance
     with the policies periodically established for similarly situated employees
     of the Company,  provided  that the Employee must schedule such vacation at
     times  approved  by the  CEO  so  that  it  does  not  interfere  with  the
     performance of his duties under this Agreement.

          (b) The  Employee  shall be entitled to sick leave and  personal  days
     (without loss of pay) in accordance  with the Company's  policies in effect
     from time to time.

          7.   Termination.The Employee's employment hereunder may be terminated
     under the following circumstances:

          (a) Cause. The Company may terminate the Employee's  employment at any
     time for "Cause." For purposes of this Agreement, "Cause" means:

               (i) the  material  failure or neglect by the  Employee to perform
          his duties  hereunder or any other material breach or violation of any
          of the terms and conditions of this Agreement; or

               (ii) if the  Employee  should be  convicted of a violation of the
          laws  of the  United  States  or any  state  thereof,  that  violation
          involving personal dishonesty or being punishable as a felony.

          (b) Disability.  If the Employee fails,  because of physical or mental
     illness  or other  incapacity,  for a  period  of  sixty  (60)  days in the
     aggregate  during any  twelve-month  period to  substantially  perform  his
     duties under this Agreement  ("Disability"),  the Company may terminate the
     Employee's employment

          (c) Death. The Employee's  employment shall terminate immediately upon
     the death of the Employee.

          (d) Upon Notice by Company.  The Company may terminate the  Employee's
     employment at any time without Cause by giving a Notice of Termination.

          (e) Upon Notice by Employee. The Employee may terminate his employment
     at any time by giving a Notice of Termination not less than sixty (60) days
     prior to the Termination Date.

          8.   Compensation Upon Termination. Upon termination of the Employee's
     employment, the Employee shall be entitled to the following benefits:

          (a) If the Employee's  employment with the Company shall be terminated
     by reason of death or  disability  or by the  Company  pursuant  to Section
     7(d), the Company shall pay


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     the Employee (i) only that portion of his Base Salary which has been earned
     and is accrued but unpaid through the  Termination  Date, (ii) if, but only
     if,  the  Termination  Date is after the end of the ninth full month of the
     Company's fiscal year, his Annual Bonus prorated for the number of weeks in
     such fiscal year during which the Employee has been employed by the Company
     under this  Agreement,  provided  that such Annual Bonus has been earned in
     accordance  with the  Bonus  Plan for the  fiscal  year  during  which  the
     Termination Date occurs,  (iii)  reimbursement for reasonable and necessary
     expenses  incurred  by the  Employee  on behalf of the  Company  during the
     period ending on the  Termination  Date, and (iv) accrued  vacation pay. If
     the Employee's  employment is terminated by the Company pursuant to Section
     7(d),  the Company shall make available such COBRA benefits as are required
     under  applicable  law and (i) the employee  shall be entitled to severance
     benefits in  accordance  with company  policy and practices or (ii) if such
     termination  occurs  pursuant  to or within one year  following a Change of
     Control of the Company (hereinafter defined), the Company shall also pay to
     the  Employee  severance  pay equal to one  hundred  percent  (100%) of the
     Employee's Base Salary as at the Termination Date ("Severance Pay Amount").
     The  Severance  Pay Amount shall be payable in  accordance  with the normal
     payroll frequency  practices  beginning in the month following the month in
     which the Termination  Date occurs,  until the Severance Pay Amount is paid
     in full.  The prorated  Annual Bonus shall be payable not later than ninety
     (90)  days  following  the  end of the  Company's  fiscal  year;  provided,
     however,  that notwithstanding  anything in this Agreement to the contrary,
     the  Employee  shall not be  entitled  to receive any portion of the Annual
     Bonus for the  fiscal  year in which  the  Termination  Date  occurs if the
     Termination  Date  occurs  prior to the end of the ninth full month of such
     fiscal year.

          (b) If the Employee's  employment with the Company shall be terminated
     (1) by the Company for Cause, or (2) by the Employee, the Company shall pay
     the Employee (i) only that portion of his Base Salary which has been earned
     and  is  accrued  but  unpaid  through  the  Termination   Date,  and  (ii)
     reimbursement  for  reasonable  and  necessary  expenses  incurred  by  the
     Employee  on  behalf  of  the  Company  during  the  period  ending  on the
     Termination  Date.  The Employee shall not be entitled to receive any other
     benefits or compensation,  including without  limitation all or any part of
     any Annual Bonus for the Company's fiscal year during which the Termination
     Date occurs.

          (c) For  purposes  of this  Agreement,  a "Change in  Control"  of the
     Company  occurs if (i) any "Person" (as such term is used in Sections 13(d)
     and 14 of the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange
     Act")),  other  than  (A)  DLJ  Merchant  Banking  II,  Inc.  or any of its
     affiliates or any combination thereof  (collectively,  the "DLJ Entities"),
     (B)  William J. Fox or any of his  affiliates  or any  combination  thereof
     (collectively,  the "Fox Parties"),  or (C) any combination of DLJ Entities
     and/or the Fox Parties, is or becomes the "beneficial owner" (as defined in
     Rule 13d-3 under the Exchange Act),  directly or  indirectly,  of more than
     50% of the total  combined  voting power of all classes of capital stock of
     the Company  normally  entitled  vote for the  election of directors of the
     Company or (ii) the Board shall approve a sale of all or substantially  all
     of the assets of the  Company,  in one  transaction  or a series of related
     transactions,  other  than to an  entity  owned  or  controlled  by the DLJ
     Entities or the Fox Parties or any combination thereof.

          9.   Definitions.

          (a) Notice of Termination. For purposes of the Agreement, a "Notice of
     Termination"  shall mean a written  notice of termination of the Employee's
     employment,  signed by the CEO if from the Company  and by the  Employee if
     from the Employee,  which indicates the specific  termination  provision in
     this Agreement, if any, relied upon.


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          (b) Termination Date, Etc. For purposes of this Agreement, Termination
     Date shall mean (i) in the case of the Employee's death, his date of death,
     (ii) if the Employee's  employment is terminated for any other reason,  the
     date  specified  in the  Notice  of  Termination  (which,  in the case of a
     termination  for Cause under Section  7(a)(ii) shall not be less than seven
     (7) days from the date such Notice of  Termination is given and in the case
     of a termination  by the Employee under Section 7(e) shall not be less than
     sixty (60) days from the date such Notice of Termination is given).

          10.  Restrictive Covenants.

          (a) Covenants Against Competition.  The Employee acknowledges that (i)
     the  Company  is  currently  engaged  in  the  business  of  manufacturing,
     marketing and distributing,  directly and through licensees  (collectively,
     the "Activities"), olfactory, cosmetic/skin care/beauty care (including but
     not limited to treatment,  makeup,  and  lipstick) and flavor  sampling and
     interactive  advertising products and encapsulated  ingredients and printed
     materials as they relate to sampling,  and is in the process of  developing
     single  dosage  products and is currently  engaged in the  Activities  with
     respect to nail and hair care sampling  products and scented  greeting card
     products,  and also  engages  in, or  provides,  creative  services,  sales
     promotion  services,  marketing  communications  services,  direct mail and
     response   services,   data  base   marketing   services,   point  of  sale
     merchandising  and  sampling,   multimedia   in-store   advertising  and/or
     merchandising  (each a  "Business  Line"  and  collectively,  the  "Company
     Business");  (ii)  the  Company  Business  is  conducted  throughout  North
     America,  Europe  (including the United Kingdom),  South America,  Asia and
     Australia  (the  "Restricted  Area");  (iii)  the  Employee's  work for the
     Company will give the Employee access to trade secrets of, and confidential
     information concerning,  the Company; and (iv) the agreements and covenants
     contained in this  Agreement are essential to protect the business and good
     will of the  Company.  Accordingly,  the Employee  covenants  and agrees as
     follows:

               (i) Non-Compete.  During the period of the Employee's  employment
          hereunder and for a period of one (1) year  thereafter or for a period
          of one year  following the payment in full of any Severance Pay Amount
          to which the Employee is entitled, whichever is the longer period (the
          "Restricted Period"),  the Employee shall not (except by reason of and
          in the Employee's  capacity as an employee of the Company),  and shall
          not  permit  any of his  affiliates  to,  either  themselves,  or as a
          stockholder, partner, associate, employee, director, officer, advisor,
          consultant,  owner,  agent,  creditor,  coventurer  or any person,  or
          otherwise,  directly  or  indirectly,  establish,  engage  in,  become
          employed by or  associated  with,  any  business,  trade or occupation
          which is competitive  with the Company Business in the Restricted Area
          or  which  involves  the   development,   design,   licensing,   sale,
          distribution  or  manufacture  of any  products or services  which are
          competitive with the Company Business in the Restricted Area.

               (ii)  Interference  with Employment  Relationships.  The Employee
          shall  not,  and  will  not  permit  his  affiliates  to,  during  the
          Restricted  Period,  hire, solicit or cause others to hire or solicit,
          or take any action which is calculated to persuade, or have the effect
          of persuading, any employees, representatives or agents of the Company
          or its affiliates (i) who are engaged in the Company Business, or (ii)
          whom the Employee  has become  aware of, or has come in contact  with,
          including  during the course of the  negotiation of this Agreement and
          the consummation of the transactions contemplated hereby, to terminate
          their  employment  or  other  relationship  with  the  Company  or its
          affiliates.


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               (iii)  Interference  with  Business  Relationships.  The Employee
          shall not and will not permit  any of his  affiliates  to,  during the
          Restrictive  Period,  interfere in any way with the  relationship  (or
          prospective  relationship  which is  under  cultivation)  between  the
          Company or its  affiliates  and any  customer,  supplier,  licensee or
          prospect  of the  Company  or its  affiliates.  Without  limiting  the
          foregoing,  the  Employee  shall  not  request,  encourage,  advise or
          attempt to persuade in any manner (including by making  unfavorable or
          negative  comments  with  respect to the Company,  or its  affiliates,
          products or conduct of business) any customers, suppliers or licensees
          of the Company or its affiliates to curtail or cancel such customer's,
          supplier's or licensees business  relationship with the Company or its
          affiliates.

               (iv) Confidential Information. The Employee acknowledges that the
          Company has a legitimate  and continuing  proprietary  interest in the
          protection of its  confidential  information  and that it has invested
          substantial  sums and will  continue  to  invest  substantial  sums to
          develop, maintain and protect confidential  information.  The Employee
          agrees  that,  during and after the  Restricted  Period,  the Employee
          shall,  and shall cause his  affiliates  to, keep secret and retain in
          strictest  confidence,  and shall not use or  disclose  to any  person
          whatsoever for their benefit or the benefit of others any proprietary,
          confidential or secret matters used in,  associated with or related to
          the  Company  or the  Company  Business  ("Confidential  Information")
          including know-how, technology,  financial information, trade secrets,
          customer lists,  names or identities,  details of client or consultant
          contracts,  pricing policies,  operational methods, marketing plans or
          strategies,   product   development   techniques  or  plan,   business
          acquisition  plans,  new  personnel   acquisition  plans,  methods  of
          manufacture,   processes,   formulas,  designs  and  design  projects,
          computer  programs,  inventions and research  projects of the Company,
          its  affiliates,  or any other  entity which may  hereafter  become an
          affiliate  thereof,  learned,  acquired or  developed  by the Employee
          while  employed  by  the  Company.   Notwithstanding   the  foregoing,
          Confidential  Information  shall not include  information which (i) is
          already in the public domain  through no breach of the Employee or his
          affiliates of this Agreement or any other  agreement with the Company,
          (ii) the Employee can provide evidence reasonably  satisfactory to the
          Company that such  information  was legally in his possession  without
          restriction  prior to the Effective Date, or (iii) is disclosed in any
          printed  patent or other  publications  without  breach of any duty of
          confidentiality.

               (v)  Property  of  the  Company.  All  memoranda,  notes,  lists,
          records,  engineering drawings,  technical  specifications and related
          documents  and other  documents  or papers  (and all  copies  thereof)
          relating to the Company or the Company Business,  including such items
          stored in computer memories, microfiche or by any other means, made or
          compiled  by or on behalf of the  Employee  during  the  course of the
          Employee's  employment  by  the  Company,  or  made  available  to the
          Employee during the course of the Employee's employment by the Company
          relating  to the  Company,  its  affiliates  or any  entity  which may
          hereafter  become  an  affiliate   thereof   (collectively,   "Company
          Property"),  shall be the property of the Company.  The Employee shall
          promptly  deliver  to  the  Company  all  Company  Property  upon  the
          termination of the Employee's  employment with the Company,  or at any
          other time upon request,  and shall not retain any Company Property in
          any form whatsoever.

               (vi)  Original  Material.  The  Employee  acknowledges  that  the
          compensation paid to the Employee by the Company during the Employee's
          employment  by the  Company is  intended  to and does  compensate  the
          Employee   for  the   Employee's   originality,   innovativeness   and
          inventiveness  as it relates to the  Company  Business.  The  Employee
          agrees that any inventions, discoveries, improvements, ideas, concepts
          or original  works of  authorship  relating  to the Company  Business,
          including computer apparatus, programs and manufacturing techniques,


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          whether  or not  protectable  by patent or  copyright,  that have been
          originated, developed, make conceived, authored or reduced to practice
          by the  Employee  alone or jointly with others  during the  Employee's
          employment  with the  Company  shall  be the  property  of and  belong
          exclusively  to the  Company.  The Employee  shall  promptly and fully
          disclose to the Company the origination or development by the Employee
          of  any  such   material  and  shall  provide  the  Company  with  any
          information that it may reasonably request about such material.

               (vii) Post-Employment  Property. The Employee agrees that any and
          all  intellectual  property  which the  Employee  invents,  discovers,
          originates,  makes, conceives,  creates or authorizes either solely or
          jointly  with  others and which is the  result of or is  substantially
          derived from Confidential Information is reduced to writing,  drawings
          or practice after the termination of the Employee's  employment by the
          Company for any reason,  with or without cause,  shall be the sole and
          exclusive  property of the Company.  The Employee  shall  promptly and
          fully disclose all such property to the Company.

          (b) Rights and Remedies  Upon Breach.  If the  Employee  breaches,  or
     threatens to commit a breach of, any of the provisions contained in Section
     10 of this Agreement (the "Restrictive Covenants"),  the Company shall have
     the following rights and remedies,  each of which rights and remedies shall
     be independent of the others and severally  enforceable,  and each of which
     is in  addition  to,  and not in lieu of,  any other  rights  and  remedies
     available to the Company under law or in equity:

               (i) Specific Performance.  Recognizing that the remedy at law for
          any breach or  threatened  breach of the  covenants  contained in this
          Section 10 may be inadequate, in the event of any breach or threatened
          breach of such  covenants by the Employee,  in addition to any and all
          other  legal  and  equitable  remedies  which  may be  available,  the
          Company,  or its  successors  or  assigns,  may obtain  temporary  and
          permanent  injunctive relief, and, to the extent permissible under the
          applicable statutes and rules of procedure, a temporary injunction may
          be granted  immediately  upon the  commencement of any such breach and
          without notice.

               (ii)  Accounting.  The Company shall have the right and remedy to
          require  the  Employee  to account for and pay over to the Company all
          compensation,  profits, moneys, accruals, increments or other benefits
          derived  or  received  by the  Employee  as the  result of any  action
          constituting a breach of the Restrictive Covenants.

               (iii)  Tolling.  If  the  Employee  engages  in any  business  in
          violation of the Restrictive Covenants,  the running of the periods of
          limitation  referred to in this  Section 10 shall be tolled until such
          violation  shall  cease  and shall  begin to run  again  only when the
          Employee shall be in compliance with the provisions of such covenants,
          whether voluntarily or pursuant to an order of a court.

          (c) Independence of Covenants. The covenants contained in this Section
     10 shall be  construed  as  independent  of any  other  provisions  of this
     Agreement,  and the  existence of any other claim or cause of action by the
     Employee  against  the  Company  shall  not  constitute  a  defense  to the
     enforcement of the Restrictive Covenants.

          (d)  Severability of Covenants.  The Employee  acknowledges and agrees
     that the  Restrictive  Covenants are  reasonable  and valid in duration and
     geographical scope and in all other respects.  If any court determines that
     any of the Restrictive Covenants, or any part thereof, is


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     invalid or  unenforceable,  (i) the remainder of the Restrictive  Covenants
     shall not thereby be affected and shall be given full effect without regard
     to the invalid portions,  or (ii) such Restrictive Covenants may be reduced
     or limited by such court so as to make such Restrictive Covenants valid and
     the remainder of the Restrictive Covenants shall not thereby be affected.

          11.  Successors and Assigns.

          (a) This  Agreement  shall be  binding  upon  and  shall  inure to the
     benefit of the Company,  its Successors and Assigns.  The term "Company" as
     used herein shall include such Successors and Assigns. The term "Successors
     and  Assigns"  as used  herein  shall mean a  corporation  or other  entity
     acquiring all or substantially  all the assets and business of the Company,
     as the case may be (including this Agreement),  whether by operation of law
     or otherwise.

          (b) Neither this Agreement nor any right or interest  hereunder  shall
     be assignable or transferable by the Employee,  his  beneficiaries or legal
     representative,  except by will or by the laws of descent and distribution.
     This  Agreement  shall  inure to the benefit of and be  enforceable  by the
     Employee's legal personal representative.

          12.  Notices.  Any notice or other communication required or permitted
     hereunder  shall be in writing  and shall be sent by  nationally-recognized
     overnight  delivery  service or  certified,  registered  or  express  mail,
     postage prepaid,  return receipt  requested,  addressed as set forth below;
     receipt  shall be  deemed  to occur on the  earlier  of the date of  actual
     receipt  or  receipt by the sender of  confirmation  that the  delivery  or
     transmission was completed or that the addressee has refused to accept such
     delivery or has changed its address without giving notice of such change as
     set forth herein.

                  (a)      if to the Company, to:

                           Arcade Marketing, Inc.
                           120 East 56th Street
                           New York, New York  10022
                           Attention:  Chairman & CEO

         with a copy to counsel for the Company:

                           Baker, Donelson, Bearman & Caldwell
                           1800 Republic Centre
                           633 Chestnut Street
                           Chattanooga, Tennessee  37450
                           Attention:  Thomas O. Helton, Esquire

                  (b)      if to the Employee, to:

                           Mr. Alan Bruce Prashker
                           78 Tennyson Drive
                           Short Hills, New Jersey 07078

          Either party may change its address for notice  hereunder by notice to
     the other party hereto in accordance with the terms of this Section.


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<PAGE>


          13.  Miscellaneous.  No provision of this  Agreement  may be modified,
     waived or  discharged  unless such  waiver,  modification  or  discharge is
     agreed to in writing and signed by the Employee and the company.  No waiver
     by either  party hereto at any time of any breach by the other party hereto
     of, or compliance  with, any condition or provision of this Agreement to be
     performed  by such  other  party  shall be  deemed a wavier of  similar  or
     dissimilar  provisions  or  conditions  at  the  same  or at any  prior  or
     subsequent  time.  No  agreement  or  representations,  oral or  otherwise,
     express or implied,  with  respect to the subject  matter  hereof have been
     made by either party which are not expressly set forth in this Agreement.

          14.  Governing Law. This Agreement  shall be governed by and construed
     and enforced in accordance with the laws of the State of Tennessee  without
     giving effect to the conflict of law principles thereof.

          15.  Severability.  The provisions of this  Agreement  shall be deemed
     severable and the invalidity or unenforceability of any provision shall not
     affect the validity or enforceability of the other provisions hereof.


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<PAGE>


          16.  Entire Agreement.  This Agreement constitute the entire agreement
     between the parties  hereto and supersedes  all prior  agreements,  if any,
     understandings  and  arrangements,  oral or  written,  between  the parties
     hereto with respect to the subject matter hereof.

          IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be
     executed by its duly authorized  officer and the Employee has executed this
     Agreement as of the day and year first above written.

                                                ARCADE MARKETING, INC.

                                                By: /S/ William J. Fox
                                                    ----------------------------
                                                Title: President and CEO
                                                       -------------------------


                                                /S/ Alan Bruce Prashker
                                                --------------------------------
                                                Alan Bruce Prashker


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