EXHIBIT 10.15**EMPLOYMENT AGREEMENT**          This Employment Agreement (“Agreement”) is entered into as of this 14th day ofJanuary, 2000, by and between COMMEMORATIVE BRANDS, INC. and any successors thereto (collectivelyreferred to as the “Company”) and NORMAN C. SMITH (“Executive”).          The parties hereby agree as follows:1. Employment. Executive will serve the Company in a capacity in such office as fromtime-to-time shall be determined by the President and CEO, and will perform, faithfully anddiligently, the services and functions performed and will carry out the functions of his office andfurnish his best advice, information, judgment and knowledge with respect to the business of theCompany. Executive agrees to perform such duties as hereinabove described and to devote full-timeattention and energy to the business of the Company. Executive will not, during the term ofemployment under this Agreement, engage in any other business activity if such business activitywould impair Executive’s ability to carry out his duties under this Agreement.2. Term. This Agreement shall be effective on January 14, 2000 and shall thereafterterminate on January 14, 2001, unless sooner terminated in accordance with this Agreement. Notwithstanding the aforementioned termination date, the termination date of this Agreement (and theEmployment Term) shall be automatically extended in a constant fashion so that theEmployment Term shall always have one year remaining unless either party provides written notice tothe other party (the "Termination Notice") of its or his intent to terminateat the end of the Employment Term. At the time of the delivery of the Termination Notice, thetermination date shall then be fixed on the date that is one year from the dateof such notice, and shall not be subject to further extension. Unless this Agreement is terminatedin the manner as aforesaid, thus Agreement and the Employment Term shall be extended as aforesaidwithout any further action of the parties, on the same terms and conditions as set forth herein,including without limitation the extension provision to provide for a constant one year remainingEmployment Term.3. Compensation and Other Benefits          3.1 Salary. The salary compensation to be paid by the company to Executive and whichExecutive agrees to accept from the Company for services performed and to be performed by Executivehereunder shall be an annual gross amount, before applicable withholding and other payrolldeductions, of $150,000.00, payable in equal bi-weekly installments of $5,769.23, subject to suchchanges as the President may, in his sole discretion, from time-to-time determine, but in no caseless than the bi-weekly amount specified above.          3.2 Benefits. Executive shall be entitled to participate in such Executive benefitprograms, plans and policies (including incentive bonus plans and incentive stock option plans) asare maintained by the Company and as may be established for the Executives of the Company fromtime-to-time on the same basis as other Executives are entitled thereto. It is understood that theestablishment, termination or change in any such Executive benefit programs, plans or policiesshall be at the instance of the Company in the exercise of its sole discretion, from time-to-time,and any such termination or change in such program, plan or policy will not affect this Agreementso long as Executive is treated on the same basis as other Executives participating in suchprogram, plan or policy, as the case may be. Upon termination of employment under this Agreement,without regard to the manner in which the termination was brought about, Executive’s rights in suchExecutive benefit programs, plans or policies shall be governed solely by the terms of the program,plan or policy itself and not this Agreement. Executive shall be entitled to an annual paidvacation in accordance with the Company‘s personnel policy for his years of servicecompleted as an Executive of the Company (and, to the extent applicable, the Company’spredecessors).
 

 
4. Working Facilities. During the term of his employment under this Agreement, Executiveshall be furnished with a private office, stenographic services and such other facilities andservices as are commensurate with his position with the Company and adequate for the performance ofhis duties under this agreement.5. Expenses. During the term of his employment under this Agreement, Executive isauthorized to incur reasonable out-of-pocket expenses for the discharge of his duties hereunder andthe promotion of business of the Company, including expenses for entertainment, travel and relateditems. The Company shall reimburse Executive for all such expenses upon presentation by Executivefrom time-to-time of itemized accounts of expenditures incurred in accordance with customaryCompany policies.6. Termination. Executive’s employment under this Agreement may be terminated with orwithout cause or reason by either Company or Executive upon the following terms and conditions.          6.1 Termination by Company for Cause. If any of the following events or circumstancesoccur, the Company may terminate Executive’s employment under this Agreement at any time duringthis Agreement for any of the following causes (each a “Cause”). i. Executive’s conviction of a felony;  ii. Executive’s intentional failure to observe or perform material provisions ofthis Agreement required to be observed or performed by him; or  iii. Executive’s intentional substantial wrongful damage to property of the Company.               Upon payment by the Company to Executive of all salary payable, accrued and unused vacation,and any accrued bonus to the date of such termination, the Company shall have no further liabilityto Executive for compensation in accordance herewith, and Executive will not be entitled to receivethe Termination Payment or Termination Benefits (as such terms are defined below) except aforesaidvacation and any accrued bonus.          6.2 Termination by Company Without Cause. In the event of the termination ofExecutive‘s employment under this Agreement by the Company at any time during or at theend of the initial or any extended term of this Agreement without Cause as defined in Paragraph 6.1above, Executive will be entitled to receive 26 bi-weekly payments equalto his bi-weeklycompensationineffect at the time of suchtermination,lesslegally required withholdings. In addition to theTermination Payments, Executive will be entitled to elect the continuation of health benefits underCOBRA and the Company will pay COBRA premiums for an 18-month period, beginningonthedatethatExecutive’shealthcoverage ceasesdue to his termination, accrued but unused vacation and any accrued bonus (“Termination Benefits”).If Executive obtains employment while he is entitled to receive the Termination Payments and theTermination Benefits, each Termination Payment shall be reduced by the amount of his bi-weeklycompensation to be received in connection with his new employment. The combination of theTermination Payments and the Termination Benefits constitute the sole amount to which Executive isentitled if termination is without Cause.          6.3 Termination by Executive Without Good Reason. Executive may terminate hisemployment under this Agreement without Good Reason as defined in Paragraph 6.4 below upon thegiving of 90 days written notice of termination. In the event of such termination, the Company mayelect to pay Executive six months of compensation including unused accrued vacation and any accruedbonus in lieu of 90 days notice, in which event Executive’s services to the Company willbe terminated immediately. No TerminationPayments or Termination Benefits other than as set forth in Section 6.3 shall be payable uponExecutive’s termination of this Agreement without Good Reason.
2

 
          6.4 Termination by Executive With Good Reason. Executive may terminate his employmentunder this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: (i) Without Executive‘s consent, the assignment to Executive ofsubstantial duties inconsistent with Executive’s then-current position, duties,responsibilities and status with the Company, or any removal of Executive from histitles and offices, except in connection with the termination of Executive’semployment under this Agreement by Company or as a result of Executive’s death orpermanent disability (as defined in the Company’s or Executive’s disabilityinsurance policies);  (ii) The Company requiring Executive to relocate anywhere other than Austin, Texas,except for required travel on the Company‘s business to an extentsubstantially consistent with Executive’s business travel obligations, or, in the eventExecutive consents to such relocation out of Austin, Texas, the failure by the Companyto pay or reimburse Executive for all reasonable moving expenses incurred by Executiverelating to a change of Executive’s principal residence in connection with suchrelocation and to indemnify Executive against any loss (defined as the differencebetween the actual bona fide sale price of such residence and the fair market value ofsuch residence as determined by a member of the Society of Real Estate Appraisersdesignated by Executive and satisfactory to the Company) realized in the sale ofExecutive’s principal residence in connection with any such change in residence; or  (iii) A decrease in Executive’s salary from the salary in effect upon the date hereofthat is inconsistent with or not commensurate with Executive’s then current positionwith the Company.          In the event of termination under this Section 6.4, the Company shall pay to Executive thesame Termination Payments and Termination Benefits to which Executive would have been entitled hadhe been terminated by the Company without Cause.          6.5 Death or Permanent Disability. Executive’s employment under this Agreement shallterminate upon Executive’s death or permanent disability (as defined in the Company or Executive’sdisability insurance policies). Other than accrued but unused vacation and any accrued but unpaidbonus, no Termination Payments or Termination Benefits shall be payable upon Executive’s death orpermanent disability.          6.6 Release Agreement. The Termination Payments and Termination Benefits pursuant toSection 6 are contingent upon Executive executing a Release Agreement after termination, a copy ofwhich is attached to this Agreement. It is understood that Executive may preserve all rights andcauses of action in the event of termination by the Company and evidence of release of same willonly be by execution of said Release Agreement after termination.7. Confidentiality. During and after the term of employment under this Agreement, Executiveagrees that he shall not, without the express written consent of Company, directly or indirectlycommunicate or divulge to, or use for his own benefit or for the benefit of any other person,firm., association or corporation, any of Company’s trade secrets, proprietary data or otherconfidential information, which trade secrets, proprietary data or other confidential informationwere communicated to or otherwise learned or acquiredby Executive during his employment relationship with Company (“Confidential Information”), exceptthat Executive may disclose such matters to the extent that disclosure is required (a) atCompany’s direction or (b) by a court or other governmental agency of competent jurisdiction. Aslong as such matters remain trade secrets, proprietary data or other confidential information,Executive shall not use such trade secrets, proprietary data or other confidential information inany way or in any capacity other than as expressly consented to by Company.
3

 
8. Covenant not to Compete or Solicit.          8.1 Executive agrees to refrain for one year after the termination of his employment underthis Agreement for any reason, without written permission of the Company, from becoming involved inany way, within the boundaries of the United States, in the business of manufacturing, designing,servicing or selling, the type of jewelry or fine paper or other scholastic, licensed sports,insignia, recognition or affinity products manufactured or sold (or then contemplated to bemanufactured or sold) by the Company, its division, subsidiaries and/or other affiliated entities,including but not limited to, as an Executive, consultant, independent representative, partner orproprietor.          8.2 Executive also agrees to refrain during his employment under this Agreement, and in theevent of the termination of his employment under this Agreement for any reason, for one yearthereafter, without written permission from the Company, from diverting, taking, soliciting and/oraccepting on his own behalf or on the behalf of another person, firm, or Company, the scholastic,licensed sports, insignia, recognition or affinity business of any customer of the Company, itsdivisions, subsidiaries and/or affiliated entities, or any potential customer of the Company, itsdivisions, subsidiaries and/or affiliated entities whose identity became known to Executive throughhis employment by the company and to which the Company has made a written business proposal orprovided written pricing information before the termination of Executive’s employment under thisAgreement.          8.3 Executive agrees to refrain during his employment under this Agreement, and in the eventof the termination of his employment under this Agreement for any reason for a period of one yearthereafter, from inducing or attempting to influence any Executive or independent representative ofthe Company, its divisions, subsidiaries, and/or affiliated entities to terminate his or heremployment or association with the Company or such other entity.          8.4 Executive further agrees that the covenants in Sections 8.1 and 8.2 are made to protectthe legitimate business interests of the Company, including interests in the Company’s“Confidential Information,” as defined in Section 7 of this Agreement, and not to restrict hismobility or to prevent him from utilizing his skills. Executive understands as a part of thesecovenants that the Company intends to exercise whatever legal recourse against him for any breachof this Agreement and in particular for breach of these covenants.9. Controlling Law and Performability. The execution, validity, interpretation andperformance of this Agreement will be governed by the law of the State of Texas.10. Separability. If any provision of this Agreement is rendered or declared illegal orunenforceable, all other provisions of this Agreement will remain in full force and effect.11. Notices. Any notice required or permitted to be given under this Agreement shall besufficient if in writing and if sent by certified mail (return receipt requested) addressed asfollows:       If to Executive: Mr. Norman C. Smith    4300 Echmont Lane    Plano, Texas 75093       If to the Company: Chief Executive Officer    Commemorative Brands, Inc.    7211 Circle S Road    Austin, TX 78745
4

 
12. Assignment. The rights and obligations of the Company under this Agreement shall inureto the benefit of and be binding upon its successors and assigns. The rights and obligations ofExecutive under this Agreement are of a personal nature and shall neither be transferred orassigned in whole or in part by Executive.13. Non-Waiver. No waiver of or failure to assert any claim, right, benefit or remedyhereunder shall operate as a waiver of any other claim, right, benefit or remedy of the Company orExecutive.14. Review and Consultation. Executive acknowledges that he has had a reasonable time toreview and consider this Agreement and has been given the opportunity to consult with an attorney.15. Entire Agreement and Amendments. This Agreement contains the entire agreement ofExecutive and the Company relating to the matters contained in this Agreement and supersedes allprior agreements and understandings, oral or written, between Executive and the Company withrespect to the subject matter in this Agreement. This Agreement may be changed only by an agreementin writing by Executive and the Company.          IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first abovewritten.      COMMEMORATIVE BRANDS, INC.