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                                                                 EXHIBIT 10.15

                              MANAGEMENT AGREEMENT

         THIS AGREEMENT is made as of the 19th day of February, 1999 between 
Commemorative Brands, Inc., Austin, Texas (the  "Company"), Robert F. Amter 
("Executive") and Castle Harlan Partners II, L.P. ("Castle").

         WHEREAS, Executive maintains his own business and holds himself out 
to the public as engaging in the management services business, a business 
which he is customarily engaged; and

         WHEREAS, Executive is qualified and experienced to perform the 
services called for under this agreement; and

         WHEREAS, the Company desires to contract with Executive for 
management services; and

         WHEREAS, Castle agrees to guaranty the performance of Company's 
obligations under this agreement.

         NOW, THEREFORE, in consideration of the mutual promises and 
undertakings herein contained and for other good and valuable consideration, 
the receipt of which is hereby acknowledged, the parties hereto, intending to 
be legally bound and having full authority and capacity to do so, do hereby 
agree as follows:

         1.       APPOINTMENT OF MANAGER

         The Company hereby appoints Executive to provide management services 
with respect to the operations and businesses of the Company. Executive 
hereby accepts the appointment upon the terms and subject to the conditions 
provided for herein.

         2.       DUTIES AND RESPONSIBILITIES

         During the term, Executive shall use his skills and render services 
to the best of his abilities in supervising, managing and conducting the 
operations and business of the Company. Executive shall devote such amount of 
his time and effort to the Company as the performance of his duties shall 
reasonably require; provided, however, that it is specifically understood 
that Executive is engaged in other management services for other customers 
and that the foregoing therefore shall not prevent Executive from devoting 
time and efforts to business affairs which are unrelated to this agreement, 
so long as they do not materially interfere with the performance of his 
duties hereunder. If Company believes that such outside activities do 
materially interfere with the performance of Executive's duties hereunder, 
the Company shall provide Executive with fourteen days' notice to respond to 
and cure such allegation. Executive shall hold positions of President and 
Chief Executive Officer of the Company. In his role hereunder, Executive 
shall have the executive authority, responsibilities and duties typically 
held by the Chief Executive Officer of the Company

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including, without limitation by enumeration, complete decision making 
responsibility for all aspects involved in managing and operating the 
Company's sales, marketing, accounting, financial, manufacturing, human 
resource, and engineering functions. Executive is at all times subject to the 
authority of the Company's Board of Directors.

         3.       EMPLOYMENT RELATIONSHIP

         It is specifically understood that, subject to the provisions of 
this agreement, Executive shall have complete control over the means, manner 
and method by which he will perform those services contracted for hereunder, 
the times at which those services will be performed, and the sequence of 
performance of those services. Executive agrees that he will perform those 
services in a timely, ethical and professional manner.

         4.       COMPENSATION

         For his services to be rendered hereunder, Executive shall receive a 
retainer of $70,000, cash compensation of $70,000 per month, equity 
compensation of $110,000 per month and, if applicable, a tax-offset payment, 
to be paid as follows:

                  (a) RETAINER, CASH COMPENSATION. Executive shall be paid an
  initial retainer of $70,000, payable upon acceptance of this agreement by the
  Company. Thereafter, Executive shall receive monthly payments of $70,000, with
  the first such payment payable the first of the month following commencement
  of Executives services hereunder, and subsequent payments due no later than
  the first of the month thereafter for the term of this agreement. This shall
  result in total payments under this paragraph 4(a) of $420,000 for the six
  month term of the agreement.

                  (b) EQUITY COMPENSATION. If Castle makes an additional equity
  investment in the Company within six months of the date of this agreement, the
  Company shall issue to Executive $660,000 of the same securities acquired by
  Castle, valued at the same price as Castle's investment. If Castle does not
  make the contemplated investment within six months of the date of this
  agreement and the Company's condition improves during the six month period (as
  determined by a licensed certified public accountant practicing at a major
  accounting firm who is acceptable to the parties), Executive will be
  compensated for the equity portion of his compensation with a cash payment of
  $660,000 (i.e., $110,000 per month); provided that Executive may elect to
  receive existing securities of the Company which are worth $660,000, valued
  using the February 17, 1999 Castle valuation, in lieu of the cash payment. If
  Castle does not make the contemplated investment within six months of the date
  of this agreement and the Company's condition does not improve during the six
  month period (as determined by a licensed certified public accountant
  practicing at a major accounting firm who is acceptable to the parties), the
  Executive will be compensated for the equity portion of his compensation with
  existing securities of the Company which are worth $660,000, valued using the
  February 17, 1999 Castle valuation. The stock issuance or cash payment
  provided by this paragraph (b) shall be made within two (2) weeks following
  the date which is six months after the date of this agreement. Notwithstanding
  the foregoing, in the event of a change in control of the Company, Executive
  shall have the right to 

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  elect to receive the equity portion of his compensation under this paragraph 
  in (i) a cash payment of $660,000 prior to the effective date of the change 
  in control or (ii) in securities of the Company.

                  (c) TAX-OFFSET PAYMENT. The parties recognize that the
  issuance of securities to Executive under paragraph (b) above will result in a
  tax obligation for Executive. The Company agrees that if Executive receives
  any form of non-cash compensation under (b) above and the EBITDA Test mutually
  agreed upon by the parties is satisfied, the Company shall make a tax-offset
  payment to Executive at the time the securities are issued. The tax-offset
  payment shall be calculated to be equal to Executives federal income tax,
  state income tax and employment tax on both the non-cash compensation under
  (b) above and the tax-offset payment under this paragraph (c), using
  Executives highest marginal tax rates. The Company agrees that if Executive
  receives any form of non-cash compensation under (b) above and the EBITDA Test
  mutually agreed upon by the parties is not satisfied, the Company shall make a
  loan to Executive in an amount sufficient to pay Executives federal income
  tax, state income tax and employment tax, using Executives highest marginal
  tax rates with an interest rate equal to the applicable federal rate for
  determining imputed income.

         The loan shall be due and payable upon an initial public offering of 
the Company or upon Executives sale or other disposition of the acquired 
stock; provided that Executive may elect to transfer the acquired stock to 
the Company in complete satisfaction of the loan obligation.

         Each of the obligations under this paragraph 4 are guaranteed by 
Castle pursuant to the guarantee attached hereto and made part hereof as 
Exhibit A.

         5.       EXPENSES, REIMBURSEMENT

         The Company shall promptly reimburse Executive for all reasonable 
costs and expenses incurred by Executive in connection with or arising out of 
this agreement, including actual out-of-pocket costs and expenses for travel, 
transportation, lodging and meals, temporary living expenses, lease payments 
for an automobile if required by Executive, and Executives direct costs such 
as facsimile, telephone, Federal Express, United Parcel Service, 
administrative, word processing and secretarial services. Executive agrees to 
promptly document all such costs and expenses. The Company shall also 
reimburse Executive for his reasonable and actual attorneys fees incurred in 
connection with the preparation of this agreement, not to exceed the sum of 
$5,000. The foregoing expense obligations are guaranteed by Castle pursuant 
to the guarantee attached hereto and made part hereof as Exhibit A.

         6.       TERM, TERMINATION

         This agreement shall be for an initial term of six months, 
commencing no later than thirty days after acceptance of this agreement by 
Company as indicated by its signature below. However, it is specifically 
understood that paragraphs 7 (Indemnification) and 8 (Confidentiality) shall 
survive the termination of this agreement. This agreement shall terminate 
prior to the expiration of the six-month term upon the death or permanent 
disability of Executive, upon written notice by 

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Executive to the Company, upon Executive's voluntarily ceasing to perform any 
services hereunder, or upon the mutual agreement of Executive and the 
Company, in writing. In such event, Executive shall receive a pro rata 
portion of the cash and equity compensation provided under paragraph 4, 
calculated through the date of his termination. If the Company terminates the 
agreement prior to the six-month term without Executive's consent, the 
Company shall remain obligated for all of its obligations under the agreement.

         This agreement may be extended beyond its initial six-month term by 
the Company for a reasonable additional period. In such event, the terms of 
this agreement shall apply to the additional period and Executive shall 
continue to receive the compensation provided under paragraph 4 (i.e., cash 
compensation of $70,000 per month, equity compensation of $110,000 per month 
and a tax-offset for any non-cash compensation).

         7.       INDEMNIFICATION

         The Company shall indemnify, defend and hold Executive harmless from 
and against any and all damages, liabilities, losses, costs, claims and 
expenses ("Damages"), including, but not limited to, actual attorneys' fees 
and expenses, resulting from or arising out of or in connection with 
Executive's performance of his duties and rendering of services under this 
agreement; except if a court having competent jurisdiction shall have 
determined by final judgment that the damages resulted directly from the 
willful malfeasance or criminal conduct of Executive in the performance of 
his services. Company shall maintain and provide Directors and Officers 
liability insurance coverage covering Executive's services hereunder. 
Executive shall cooperate fully with the Company in the defense of all claims 
that may arise and which are covered by this indemnification clause. Company 
shall have the right to compromise or defend all such claims, and such 
compromise or defense shall be at the Company's sole cost and expense. This 
indemnification shall be in addition to any indemnities and liability 
limitations applicable to Officers, Directors, agents or Executives of the 
Company that are mandated or permitted under applicable law. The foregoing 
indemnification obligations are guaranteed by the Castle pursuant to the 
guarantee attached hereto and made a part hereof as Exhibit A. This 
agreement's hold harmless provision shall survive indefinitely.

         8.       CONFIDENTIALITY

         During the term of this agreement and so long as such information 
remains proprietary, Executive will not in any manner, directly or 
indirectly, disclose, divulge, discuss or communicate to any other person or 
entity, or use for the benefit of any person or entity other than the Company 
and its investors, any confidential information of the Company.

         9.       AMENDMENT OR MODIFICATION, WAIVER

         No provision of this agreement may be amended or waived unless such 
amendment or waiver is agreed to in writing, signed by a duly authorized 
representative of the Company and by the Executive. No waiver by any party 
hereto of any breach by the other party of any condition or 

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provision of this agreement to be performed by such other party shall be 
deemed a waiver of a similar or dissimilar condition or provision at the same 
time, any prior time or any subsequent time.

         10.      NOTICES

         Any and all notices or consents required or permitted to be given 
under this agreement shall be in writing or by written telecommunication and 
delivered either by hand delivery or by Registered or Certified Mail, Return 
Receipt Requested, to the relevant addresses set out below, in which event 
they shall be deemed to have been duly given upon receipt.

         If to Executive, at:       Robert F.  Amter
                                    44 Ridgeview Drive
                                    Belle Mead, NJ  08502-5512

         If to Company, at:         John K. Castle
                                    Chairman & Chief Executive Officer
                                    Castle Harlan, Inc.
                                    150 East 58th St.
                                    New York, NY  10155

         11.      SURVIVAL OF AGREEMENTS

         Except as set forth herein, all agreements, covenants, 
representations and warranties made herein shall survive the execution and 
delivery of this agreement and shall continue in full force and effect.

         12.      SUCCESSORS AND ASSIGNS

         This agreement may not be assigned by Executive without the prior 
written consent of the Company, except that it may be freely assigned without 
such consent to any corporation or other entity which is owned or controlled, 
directly or indirectly, by the Executive. This agreement may not be assigned 
by the Company without prior written consent of Executive, other than to the 
Company's successor in the case of a merger or consolidation involving the 
Company. This agreement shall be binding upon and inure to the benefit of the 
parties hereto and their respective successors and permitted assigns.

         13.      ARBITRATION

         All disputes, claims, or grievances arising under or out of this 
agreement, specifically including, but not limited to, claims of a breach of 
this agreement by the other party, shall be processed exclusively pursuant to 
the General Arbitration Act of the State of New Jersey, Section 2A:24-1 ET. 
SEQ. of the New Jersey Statutes. The method of selection of the arbitrator, 
the rules of arbitration, and all other procedural matters relating to any 
arbitration proceeding under this 

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agreement shall be governed by the rules of the American Arbitration 
Association, and any such arbitration proceeding shall be held in the State 
of New Jersey.

         14.      ENTIRE AGREEMENT

         This agreement contains the entire agreement between the parties 
hereto with respect to the subject matter hereof, and supersedes all prior 
written agreements and negotiations and oral understandings, if any, and it 
may not be amended, supplemented or discharged except by an instrument in 
writing signed by the parties hereto.

         15.      COUNTERPARTS

         This agreement may be executed simultaneously in two or more 
counterparts, each of which shall be deemed an original and all of which 
shall be deemed one and the same agreement. A photocopy or facsimile 
reproduction of this agreement and any signatures shall be deemed as 
effective as the original.

         16.      SEVERABILITY

         Any provision of this agreement which is prohibited or unenforceable 
in any jurisdiction shall, as to such jurisdiction, be ineffective to the 
extent of such prohibition or unenforceability without invalidating the 
remaining provisions hereof, and any such prohibition or unenforceability in 
any jurisdiction shall not invalidate or render unenforceable such provision 
in any other jurisdiction.

         17.      GOVERNING LAW

         This agreement will be governed by and construed in accordance with 
the laws of the State of New Jersey, without regard to its conflicts of laws 
principles.

         IN WITNESS WHEREOF, the parties hereto accept the agreement, and 
have caused this agreement to be executed and delivered by their respective 
duly authorized representatives, as of the date of execution noted below.

                                       Company:  Commemorative Brands, Inc.

    February 19, 1999                  By:   /s/ David B. Pittaway
---------------------------                  ----------------------------------
          Date                         Its:  Member, Board of Directors


    February 19, 1999                  By:   /s/ Robert F. Amter
---------------------------                  ----------------------------------
          Date                                        Robert F. Amter

                                       Castle:  Castle Harlan Partners II, L.P.


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                                       By:   Castle Harlan, Inc., Manager


    February 19, 1999                  By:   /s/ David B. Pittaway
---------------------------                  ----------------------------------
          Date                               Name:  David B. Pittaway
                                             Title: Vice President

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                                                                 EXHIBIT A

GUARANTY OF PERFORMANCE

         For value received, as an inducement to, and in consideration of, 
Executive entering into this Management Agreement, Castle Harlan Partners II, 
L.P. ("Castle"), a large shareholder of the Company, hereby guarantees 
Executive, without notice or demand, the full and timely performance by the 
Company of the Company's compensation, expense and indemnification 
obligations described in paragraphs 4, 5, and 7 of the attached Management 
Agreement. The provisions of this guaranty are and shall be construed to be 
an absolute, continuing, unconditional and unlimited guarantee of such 
payments and performance. Executive may proceed against Castle immediately 
upon any breach by Company of paragraphs 4, 5, or 7 of this Management 
Agreement, and the liability of Castle hereunder shall continue in full force 
and effect until all obligations and liabilities of Company pursuant to 
paragraphs 4, 5, or 7 of this Management Agreement are fully satisfied and 
discharged and shall not be reduced, affected, discharged or impaired, in 
whole or in part, by reason of (a) the bankruptcy, reorganization, 
dissolution or cessation of business of Company; (b) any change, amendment or 
modification of any of the terms and conditions of this Management Agreement; 
(c) any waiver of, or failure or delay in exercising, any right of Executive 
under this Management Agreement; (d) any renewal of this Management 
Agreement, whether or not effected with the consent of, nor notice to, 
Company, Executive or Castle. Castle may be sued hereunder by Executive with 
or without joining Company and without first or contemporaneously suing 
Company or otherwise seeking or proceeding to collect from it. Castle hereby 
waives any right to notice of acceptance of this guaranty, notice of any 
modification, extension, renewal or substitution of the Management Agreement, 
notice of any default by the Company, and any other notice, whether similar 
or dissimilar to the foregoing.

                                       Castle Harlan Partners II, L.P.
                                       By: Castle Harlan, Inc., Manager

  February 19, 1999                    By:    /s/ David B. Pittaway
---------------------                        ----------------------------------
         Date                                     Name:  David B. Pittaway
                                                  Its:   Vice President

(seal)

ATTEST: _____________________________

            Name: ___________________

            Title:___________________

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