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                                                                   EXHIBIT 10.32


                              EMPLOYMENT AGREEMENT


             THIS EMPLOYMENT AGREEMENT is entered into as of the 20th day of
February 2003 by and between TALX Corporation, a Missouri corporation (the
"Company"), and L. Keith Graves ("Executive").


                                    RECITALS

             A. The Company desires to employ Executive as Chief Accounting
Officer and Controller.

             B. In return for the compensation, bonuses and other consideration
provided for herein, Executive has agreed to become Chief Accounting Officer and
Controller pursuant to the terms and conditions of this Agreement.

             NOW THEREFORE, in consideration of the foregoing, and the
representations, warranties and covenants hereinafter, the parties hereto agree
as follows (the "Agreement"):

             1. Employment. At all times during the Employment Period (as
hereinafter defined), Company shall employ Executive in the capacity of Chief
Accounting Officer and Controller. In such capacity, Executive shall devote his
full time and professional efforts to such position, shall be assigned and
undertake only such duties and tasks as are appropriate for a person in the
position of Chief Accounting Officer and Controller, and shall exercise such
authority over all of Company's operations and employees as is customarily
exercised by a Chief Accounting Officer and Controller, subject to the overall
supervision of the Board of Directors of the Company (the "Board").

             2. Employment Period. The term of the Executive's employment under
this Agreement shall commence on February 20, 2003 (the "Commencement Date") and
shall expire, subject to earlier termination of employment as hereinafter
provided, on February 19, 2004 (the "Employment Period"); provided, however,
that on February 20, 2004 and each anniversary of such date, the Employment
Period shall automatically be extended for an additional one year period unless
prior thereto either party has given 90-days prior written notice to the other
that such party does not wish to extend the term of this Agreement.

             3. Compensation. Except as otherwise provided for herein,
throughout the Employment Period the Company shall pay or provide Executive with
the following, and Executive shall accept the same, as compensation for the
performance of his undertakings and the services to be rendered by his
throughout the Employment Period under this Agreement:

             (a) Annual Compensation.

                          (i) Base Salary: $175,000.00 per year ("Base Amount"),
             to be reviewed annually for increases only by the Management
             Compensation Committee ("Compensation Committee") of the


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             Company's Board of Directors and such Base Amount may not be
             reduced.

                          (ii) Annual Incentive Compensation Program: Executive
             will participate in an annual incentive compensation program the
             terms and conditions of which will have been reviewed by the
             Compensation Committee and upon the recommendation of such
             Compensation Committee will have been submitted to, and approved
             by, the Board.

             (b) Benefits. Executive shall be entitled to participate in all
benefit plans and other applicable programs, practices and arrangements
maintained by the Company for its employees generally, to the extent that such
plans, programs, practices and arrangements do not conflict with the terms of
this Agreement.

             4. Excise Tax Payments.

             (a) Notwithstanding anything contained in this Agreement to the
contrary, in the event that any payment (within the meaning of Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the
"Code"), or distribution to or for the benefit of the Executive, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise in connection with, or arising out of, his or her employment with
the Company (a "Payment" or "Payments"), would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties are incurred by
the Executive with respect to such excise tax (such excise tax, interest and
penalties collectively referred to as the "Excise Tax"), then the Executive
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all such taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided,
that the Executive shall not be entitled to receive any additional payment
relating to any interest or penalties attributable to any action or omission by
the Executive in bad faith.

             (b) An initial determination shall be made by an accounting firm
mutually agreeable to the Company and the Executive and, if not agreed to within
three days after the Date of Termination, a national independent accounting firm
selected by the Executive (the "Accounting Firm"), as to whether a Gross-Up
Payment is required pursuant to this Section 4 and the amount of such Gross-Up
Payment. To permit the Accounting Firm to make the initial determination, the
Company shall furnish the Accounting Firm with all information reasonably
required for such firm to complete such determination as soon as practicable
after the Date of Termination, but in no event more than fifteen (15) days
thereafter. All fees, costs and expenses (including, but not limited to, the
cost of retaining experts) of the Accounting Firm shall be borne by the Company
and the Company shall pay such fees, costs and expenses as they become due. The
Accounting Firm shall provide detailed supporting calculations, reasonably
acceptable both to the Company and the Executive within thirty (30) days of the
Date of Termination, if applicable, or such other time as requested by the
Company or by the Executive (provided the Executive reasonably believes that any
of the Payments may be subject to the Excise Tax). The



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Gross-Up Payment, if any, as determined pursuant to this Section 4(b) shall be
paid by the Company to the Executive within five (5) business days of the
receipt of the Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by the Executive with respect to a
Payment or Payments, it shall furnish the Executive with an opinion reasonably
satisfactory to the Executive that no Excise Tax will be imposed with respect to
any such Payment or Payments. Any such initial determination by the Accounting
Firm of the Gross-Up Payment shall be binding upon the Company and the Executive
subject to the application of Section 4(c).

             (c) As a result of the uncertainty in the application of Sections
4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion
thereof) will be paid which should not have been paid (an "Overpayment") or a
Gross-Up Payment (or a portion thereof) which should have been paid will not
have been paid (an "Underpayment"). An Underpayment shall be deemed to have
occurred upon a "Final Determination" (as hereinafter defined) that the tax
liability of the Executive (whether in respect of the then current taxable year
of the Executive or in respect of any prior taxable year of the Executive) will
be increased by reason of the imposition of the Excise Tax on a Payment or
Payments with respect to which the Company has failed to make a sufficient
Gross-Up Payment. An Overpayment shall be deemed to have occurred upon a "Final
Determination" (as hereinafter defined) that the Excise Tax shall not be imposed
(or shall be reduced) upon a Payment or Payments with respect to which the
Executive had previously received a Gross-Up Payment. A Final Determination
shall be deemed to have occurred when (i) in the case of an Overpayment, the
Executive has received from the applicable governmental taxing authority a
refund of taxes or other reduction in his or her tax liability imposed as a
result of a Payment or, in the case of an Underpayment, the Executive receives
notice from a competent governmental authority that his or her tax liability
imposed as a result of a Payment will be increased, and (ii) in the case of an
Overpayment or an Underpayment, upon either (x) the date a determination is made
by, or an agreement is entered into with, the applicable governmental taxing
authority which finally and conclusively binds the Executive and such taxing
authority, or in the event that a claim is brought before a court of competent
jurisdiction, the date upon which a final determination has been made by such
court and either all appeals have been taken and finally resolved or the time
for all appeals has expired or (y) the statute of limitations with respect to
the Executive's applicable tax return has expired. If an Underpayment occurs,
the Executive shall promptly notify the Company and the Company shall promptly
pay to the Executive an additional Gross-Up Payment equal to the amount of the
Underpayment plus any interest and penalties imposed on the Underpayment (other
than interest and penalties attributable to any action or omission by the
Executive in bad faith). If an Overpayment occurs, the amount of the Overpayment
shall be treated as a loan by the Company to the Executive and the Executive
shall, within ten (10) business days of the occurrence of such Overpayment, pay
the Company the amount of the Overpayment, without interest.

             (d) Notwithstanding anything contained in this Agreement to the
contrary, in the event it is determined that an Excise Tax will be imposed on
any Payment or Payments, the Company shall pay to the applicable governmental
taxing authorities as Excise Tax withholding, the amount of the Excise Tax that
the Company has actually withheld from the Payment or Payments.



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             5. Expenses. During the Employment Period, the Company shall
promptly pay or reimburse Executive for all reasonable out-of-pocket expenses
incurred by Executive in the performance of duties hereunder in accordance with
the Company's policies and procedures then in effect.

             6. Conditions of Employment. Throughout the Employment Period, (a)
the Company shall not require or assign duties to Executive which would require
him to have the location of his principal business office or his principal place
of residence other than the County of St. Louis, Missouri, and (b) the Company
shall not require or assign duties to Executive which would require him to spend
more than ninety (90) consecutive days away from his office during, any
consecutive twelve-month period.

             7. Termination.

             (a) In addition to the termination rights in Section 2 of this
Agreement, this Agreement shall terminate upon the following circumstances:

             (i)          At any time at the election of Company for Cause.
                          "Cause" for this purpose shall mean (1) Executive
                          commits a material breach of this Agreement which has
                          not been cured within 10 days of written notice from
                          the Company that such material breach has occurred;
                          (2) Executive commits a crime against moral turpitude,
                          including, without limitation, committing an act of
                          fraud, dishonesty, disclosure of confidential
                          information or the commission of a felony, or direct
                          and deliberate acts constituting a breach of trust to
                          Company; (3) Executive willfully violates the
                          provisions of this Agreement, including, without
                          limitation, willfully or continuously refusing to
                          perform the duties reasonably assigned to him by the
                          Board which are consistent with the provisions of this
                          Agreement; or (4) Executive willfully engages in
                          conduct that damages the Company's business or
                          reputation or materially injures the Company.

             (ii)         At any time at the election of Executive for Good
                          Reason. "Good Reason" for this purpose shall mean (1)
                          a material breach of this Agreement by the Company
                          which has not been cured within 10 days of written
                          notice from Executive that such material breach has
                          occurred; (2) the reduction of salary, benefits or
                          other perquisites provided to Executive under this
                          Agreement; (3) failure by the Company to obtain a
                          successor's commitment to perform the Company's
                          obligations under this Agreement; or (4) the Company
                          providing written notice to Executive pursuant to
                          Section 2 hereof that it does not wish to extend the
                          term of this Agreement.

             (iii)        Executive's death or him being unable to render the
                          services required to be rendered by his during the
                          Employment Period for a period of one hundred eighty
                          (180) days during any twelve-month period
                          ("Disability").

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             (b) In the event the Company or Executive intend to terminate this
Agreement for Cause or Good Reason, respectively, such termination may only be
accomplished upon compliance with the following procedures:

             (i)          The party seeking to terminate this Agreement (the
                          "Notifying Party") shall provide the other (the
                          "Defaulting Party") with written notice of its or his
                          belief that Cause or Good Reason, as the case may be,
                          exists. The parties shall for a period of 30 days from
                          the date of such notice attempt to resolve to their
                          mutual satisfaction whether or not Cause or Good
                          Reason exists, and, if so, the rights and obligations
                          of the parties.

             (ii)         In the event the parties are unable to reach a
                          mutually acceptable resolution during such 30-day
                          period, the Notifying Party shall afford the
                          Defaulting Party an additional 10 days or such longer
                          period as the Notifying Party in its or his sole
                          discretion may determine to cure the alleged breach.

             (iii)        In the event the Defaulting Party does not cure the
                          breach during the 10-day period, the Notifying Party
                          shall be required to institute an arbitration
                          proceeding to determine whether Cause or Good Reason
                          existed and has not been cured in accordance with
                          Section 18 herein.

             (iv)         This Agreement shall be terminated as of the date when
                          the Notifying Party institutes an arbitration
                          proceeding in accordance with subsection (iii)
                          preceding; provided, however, that in the event Good
                          Reason exists as a result of the application of
                          Section 7(a)(ii)(4), no further employment services
                          will be required or expected of Executive and
                          Executive and Company will coordinate the timing and
                          press releases, if any, of his departure. The sole
                          decision of the arbitrator in such proceeding shall be
                          to determine whether Cause (if initiated by Company)
                          or Good Reason (if initiated by Executive) exists.
                          Thereafter, the obligations of the parties to each
                          other shall be determined by applying the decision of
                          the arbitrator(s) in accordance with Exhibit A hereto.

             (v)          In the event the Company does not prevail in any such
                          proceeding initiated by it for Cause, Executive's
                          termination shall be deemed to have occurred for Good
                          Reason. In the event Executive does not prevail in any
                          such proceeding initiated by him for Good Reason,
                          Executive shall be considered as having voluntarily
                          terminated employment other than for Good Reason, and
                          his rights under this Agreement shall be determined as
                          if he had been terminated by Company for Cause.



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             (c) Upon expiration or termination of this Agreement under Section
2 or Section 7 herein, Executive shall be entitled to receive compensation and
other benefits provided for herein in accordance with Exhibit A hereto. The
parties agree that, in the event of termination by Executive for Good Reason
under Section 7, such payments and benefits shall be deemed to constitute
liquidated damages for the breach of this Agreement by Company.

             8. Change of Control.

             (a) If (i) Executive terminates his employment for Good Reason
during the period commencing with the date of a Change of Control (as
hereinafter defined) and ending twelve months following the Change of Control
(the "Change of Control Period"), (ii) the Company terminates Executive's
employment without Cause during the Change of Control Period, or (iii) Company
terminates Executive's employment without Cause within six months prior to a
Change of Control and Executive can reasonably demonstrate that such termination
was in connection with or in anticipation of a Change of Control, the Executive
shall be entitled to receive compensation and other benefits ("Change of Control
Payments") described on Exhibit A under the column heading "Related to Change of
Control" and such Change of Control Payments shall be in lieu of any other
payments described in Section 7 herein. Notwithstanding anything to the contrary
contained herein, nothing in this Agreement shall relieve Employer of its
obligation of providing Employee with all retirement and deferred compensation
benefits in accordance with the terms of all retirement and deferred
compensation plans in which Employee participates.

             (b) The term "Change of Control" shall mean a change of control of
a nature that would be required to be reported in response to Item 1(a) of the
Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"), or any
comparable successor provisions. Without limiting the foregoing, a "Change of
Control" also means for purposes of this Agreement, regardless of its meaning
under the provisions of the Exchange Act:

             (i)          The purchase or other acquisition (other than from the
                          Company) by any person, entity or group of persons,
                          within the meaning of Section 13(d) or 14(d) of the
                          Exchange Act (excluding, for this purpose, the Company
                          or its subsidiaries or any employee benefit plan of
                          the Company or its subsidiaries), of beneficial
                          ownership, (within the meaning of Rule 13d-3
                          promulgated under the Exchange Act) of 25% or more of
                          either the then outstanding shares of common stock or
                          the combined voting power of the Company's then
                          outstanding voting securities entitled to vote in the
                          election of directors; or

             (ii)         Individuals who, as of the date hereof, constitute the
                          Board of Directors of the Company (as of the date
                          hereof, the "Incumbent Board") cease for any reason to
                          constitute at least two-thirds of the



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                          Board, provided that any person (other than a person
                          whose election or nomination or whose initial
                          assumption of office is in connection with an actual
                          or threatened election contest relating to the
                          election of directors of the Company, as such terms
                          are used in Rule 14a-11 of Regulation 14A promulgated
                          under the Exchange Act) who becomes a director
                          subsequent to the date hereof whose election, or
                          nomination for election by the Company's shareholders,
                          was approved by a vote of at least three-quarters of
                          the directors then comprising the Incumbent Board
                          shall be, for purposes of this Agreement, considered
                          as though such person were a member of the Incumbent
                          Board; or

             (iii)        Approval by the shareholders of the Company of a
                          reorganization, merger, or consolidation, in each
                          case, with respect to which persons who were the
                          shareholders of the Company immediately prior to such
                          reorganization, merger or consolidation do not,
                          immediately thereafter, own more than 50% of the
                          combined power entitled to vote generally in the
                          election of directors of the reorganized, merged or
                          consolidated company's then outstanding voting
                          securities or a liquidation or dissolution of the
                          Company or of the sale of all or substantially all of
                          the assets of the Company.

             9. Non-Competition Agreement. Executive acknowledges, agrees and
recognizes that (i) the Company has spent substantial money, time and effort
over the years in developing and solidifying its relationships with its
customers and in developing its confidential, proprietary and trade secret
information; (ii) long-term customer relationships often can be difficult to
develop and require a significant investment of time, effort and expense; (iii)
the Company pays its employees to, among other things, develop and preserve the
Company's business, confidential and trade secret information, customer
goodwill, customer loyalty and customer contacts for and on behalf of the
Company; and (iv) the Company is hereby agreeing to hire Executive and pay
Executive based upon Executive's assurances and promises contained herein not to
divert the Executive's customers' goodwill or to put himself in a position
during or following the term of this Agreement in which the confidentiality of
the Company's information might somehow be compromised. Executive agrees that
during his employment by the Company and for the Restricted Period (as defined
below), Executive will not as an individual or as a partner, employee, agent,
advisor, consultant or in any other capacity of or to any person, firm,
corporation or other entity, on Executive's own behalf or on behalf of any other
person, firm corporation or entity, directly or indirectly:

             (a) carry on any business, become involved in any business
activity, or render any products or services to any business, competitive with
the business of the Company or any of its subsidiaries, affiliates or related
companies as such business or businesses are presently conducted and as such
business or businesses may evolve in the ordinary course during the Employment
Period anywhere in the United States or in any other jurisdiction in which the
Company shall conduct business during the Employment Period;



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             (b) knowingly and intentionally hire, or assist anyone else to
hire, any employee or distributor of the Company or seek to persuade, or assist
anyone else to seek to persuade, any employee or distributor of the Company to
discontinue his or her employment with the Company or business relationship with
the Company, as the case may be;

             (c) knowingly and intentionally induce or attempt to induce, or
assist anyone else to induce or attempt to induce, any customer of the Company
to reduce or discontinue its business with the Company or disclose to anyone
else the name and/or requirements of any such customer; or

             (d) knowingly and intentionally interfere with any relationships
between the Company and its vendors, customers, strategic partners, distributors
or other persons with whom the Company has business relations.

The "Restricted Period" shall be during the term of the Executive's employment
with the Company, and for a period of one year after the termination of such
employment for whatever reason.

             Executive expressly agrees that the covenants set forth in this
Section 9 are reasonable and enforceable because, among other things, (i) the
nature of the markets in which the Company's products or services are marketed
and sold; (ii) the Executive will be exposed or have access to confidential
information; (iii) the Company would not have adequate protection if Executive
were permitted to work for any of its competitors since the Company would be
unable to verify whether its confidential information was being disclosed and/or
misused, and (iv) Executive's other businesses and background which are such
that the restraint will not impose any undue hardships upon Executive.
Furthermore, Executive recognizes and agrees that the restraints contained in
this Section 9 are reasonable and enforceable in view of the Company's
legitimate interests in protecting its confidential information and customer
goodwill and the limitations contained therein on the duration and geographic
scope of, and activities prohibited by, such restraints.

             10. Confidential Information.

             (a) Without the express written consent of the Company, Executive
agrees, during the term of this Agreement and thereafter (including after the
termination of this Agreement for any reason) to keep secret and confidential,
and not to use or disclose to any third parties, any of the Company's and/or its
clients/customers' proprietary trade secret information or other confidential
information acquired by or disclosed to the Executive prior to, during the
course of, or in connection with, this Agreement.

             (b) The Company and its clients/customers consider and treat as
confidential, proprietary and trade secret, among other things, their respective
marketing data, plans and strategies, internal financial information, customer
lists, costs, margins, pricing and policies, component sourcing and supply
information, planning methods, systems, processes, computer software (whether in
object code, source code, applications, machine readable form, printouts, or
human readable form), computer programs and documentation, computer hardware
designs and configurations, systems, research and development plans and
activities, ideas, drawings,



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photographs, models, prototypes, developments, constructions, computer firmware,
videotapes (including, but not limited to, original, work and/or finished master
tapes), manufacturing methods and techniques, quality control procedures and
methods, investigations, engineering, test methods and data, technical data,
security methods and procedures, designs, plans and specifications, and actual
and potential applications thereof, business acquisition and expansion plans,
product applications, information provided to the Company in confidence by its
clients and third parties, and the like (collectively the "Confidential
Information"), and Executive agrees to treat any and all such information as
secret, confidential and proprietary to the Company and/or, as applicable, its
customers/clients. Executive understands that confidential information may or
may not be labeled as "confidential" and will treat all information as
confidential whether or not labeled as such. Confidential information shall not
include information which (i) was already available to the general public at the
time of receipt by Executive, (ii) subsequently becomes known to the general
public through no fault or admission of Executive, (iii) is subsequently
disclosed by a third party which has the bona fide right to make such
disclosure; or (iv) is required to be disclosed by law or by any court or
authority.

             (c) Executive acknowledges that any and all notes, records,
sketches, computer diskettes, programs, and other documents or things obtained
by or provided to Executive, or otherwise made, produced, generated or compiled
during the course of Executive's employment by the Company, which contain any of
the Company's Confidential Information, regardless of the type of medium in
which it is preserved, are and shall remain the sole and exclusive property of
the Company and shall be surrendered by Executive to the Company upon the
termination of this Agreement and/or upon the request or demand of the Company.

             11. Effect of Breach of Sections 9 or 10. So long as any stock
options held by the Executive shall not have been exercised or shall not be
vested, the exercise of such stock options shall each be subject to Executive's
full compliance with the terms and conditions of Section 9 (which shall continue
to apply for this purpose) and Section 10 herein; provided, however, that any
such breach will not have any effect on stock options exercised prior to the
date of such breach. Notwithstanding any other provision is this Agreement,
Executive further agrees that a breach of Sections 9 or 10 cannot adequately be
compensated by money damages and, therefore, Company shall be entitled, in
addition to any other right or remedy available to it (including, but not
limited to, an action for damages), to an injunction restraining such breach or
a threatened breach and to specific performance of either such provision, and
Executive hereby consents to the issuance of such injunction and to the ordering
of specific performance. The purpose of this Section 11 is to, in certain
circumstances, limit the rights the Executive has with respect to his stock
options and nothing herein shall be construed to expand or create any rights
with respect to such Executive's stock options.

             12. Legal Expenses. The Company shall pay to Executive all
out-of-pocket expenses, including reasonable attorneys' fees, incurred by
Executive in connection with any claim or legal action or proceeding brought
under or involving this Agreement, whether brought by Executive or by or on
behalf of the Company or by another party; provided, however, the Company shall
not be obligated to pay to Executive out-of-pocket expenses, including
attorneys' fees, incurred by Executive in any claim or legal action or
proceeding involving Sections 7, 8, 9, 10 or 11 of this Agreement if Company
prevails in such litigation or arbitration.



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             13. No Mitigation. The Executive shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other
employment or otherwise and no such payment shall be offset or reduced by the
amount of any compensation or benefits provided to Executive in any subsequent
employment.

             14. Notices. All notices required or permitted under this Agreement
shall be in writing, may be made by personal delivery or facsimile transmission,
effective on the day of such delivery or receipt of such transmission, or may be
mailed by registered or certified mail, effective five (5) days after the date
of mailing, addressed as follows:

                  to Company:       TALX Corporation
                                    1850 Borman Court
                                    St. Louis, Missouri 63146
                                    Attention: William W. Canfield
                                    President and Chief Executive Officer
                                    Facsimile number:  (314) 214-7585

                  to Executive:     L. Keith Graves
                                    3432 Sutton Court
                                    St. Charles, MO 63301

or such other person or address as designated in writing to Executive at his
last known residence address or to such other addresses as designated by him in
writing to Company.

             15. Successors. This Agreement may not be assigned by the Company
(other than by merger or operation of law) without the express written consent
of Executive, and the obligations of the Company provided for in this Agreement
shall be binding legal obligations of any successor to the Company or the
principal business of Company by purchase, merger, consolidation, or otherwise.
This Agreement may not be assigned by Executive during his life, and upon his
death will be binding upon and inure to the benefit of his heirs, legatees and
the legal representatives of his estate.

             16. Waiver, Modification and Interpretation. No provisions of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in a writing signed by Executive and an appropriate
officer of the Company empowered to sign same by the Board of Directors of the
Company. No waiver by either party at any time of any breach by the party of, or
compliance with, any condition or provision of this Agreement to be performed by
the other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same time or at any prior to subsequent time. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Missouri.

             17. Invalidity of Provisions. In the event that any provision of
this Agreement is adjudicated to be invalid or unenforceable under applicable
law in any jurisdiction, the validity or enforceability of the remaining
provisions thereof shall be unaffected as to such jurisdiction and such
adjudication shall not affect the validity or enforceability of such provision
in any other jurisdiction. To the extent that any provision of this Agreement is
adjudicated to be invalid or



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unenforceable because it is over broad, that provision shall not be void but
rather shall be limited to the extent required by applicable law and enforced as
so limited. The parties expressly acknowledge and agree that this Section 17 is
reasonable in view of the parties' respective interests.

             18. Arbitration

             (a) Scope; Initiation. Resolution of any and all disputes arising
from or in connection with this Agreement, whether based on contract, tort,
statute or otherwise, including disputes over arbitrability and disputes in
connection with claims by third persons ("Disputes") shall be exclusively
governed by and settled in accordance with the provisions of this Section 18.
Either party to this Agreement (each a "Party" and together the "Parties") may
commence proceedings hereunder by delivery of written notice providing a
reasonable description of the Dispute to the other, including a reference to
this Section 18 (the "Dispute Notice").

             (b) Negotiations Between Parties. The Parties shall first attempt
in good faith to resolve promptly any Dispute by good faith negotiations. Not
later than three (3) business days after delivery of the Dispute Notice, the
Company shall appoint an executive to meet with the Executive or his or her
representative at a reasonably acceptable time and place, and thereafter as such
representatives deem reasonably necessary. The Parties shall exchange relevant
non-privileged information and endeavor to resolve the Dispute. Prior to any
such meeting, each Party or representative shall advise the other as to any
other individuals who will attend such meeting. All negotiations pursuant to
this Section 18(b) shall be confidential and shall be treated as compromise
negotiations for purposes of Rule 408 of the Federal Rules of Evidence and
similarly under other federal and state rules of evidence.

             (c) Binding Arbitration. The Parties hereby agree to submit all
Disputes to arbitration under the following provisions, which arbitration shall
be final and binding upon the Parties, their successors and assigns, and that
the following provisions constitute a binding arbitration clause under
applicable law.

             (i)          Either Party may initiate arbitration of a Dispute by
                          delivery of a demand therefor (the "Arbitration
                          Demand") to the other Party not sooner than five (5)
                          business days after the date of delivery of the
                          Dispute Notice but at any time thereafter.

             (ii)         The arbitration shall be conducted in the County of
                          St. Louis, Missouri, by three arbitrators (acting by
                          majority vote, the "Panel") selected by agreement of
                          the Parties not later than 10 days after delivery of
                          the Arbitration Demand or, failing such agreement,
                          appointed pursuant to the Commercial Arbitration Rules
                          of the American Arbitration Association, as amended
                          from time to time (the "AAA Rules"). If an arbitrator
                          becomes unable to serve, his or his successor(s) shall
                          be similarly selected or appointed.

             (iii)        The arbitration shall be conducted pursuant to the
                          Federal Arbitration Act and the Missouri Uniform
                          Arbitration Act, such



                                       11
<PAGE>

                          procedures as the Parties may agree or, in the absence
                          of or failing such agreement, pursuant to the AAA
                          Rules. Notwithstanding the foregoing: (w) each party
                          shall be allowed to conduct discovery through written
                          requests for information, document requests, requests
                          for stipulations of fact, and depositions; (x) the
                          nature and extent of such discovery shall be
                          determined by the Panel, taking into account the needs
                          of the Parties and the desirability of making
                          discovery expeditious and cost-effective; (y) the
                          Panel may issue orders to protect the confidentiality
                          of information, to be disclosed in discovery; and (z)
                          the Panel's discovery rulings may be enforced in any
                          court of competent jurisdiction.

             (iv)         All hearings shall be conducted on an expedited
                          schedule, and all proceedings shall be confidential.
                          Either Party may at its expense make a stenographic
                          record thereof.

             (v)          The Panel shall complete all hearings not later than
                          twenty (20) days after selection or appointment, and
                          shall make a final award not later than ten (10) days
                          thereafter. The award shall be in writing and shall
                          specify the factual and legal bases for the award, and
                          shall include a determination as to whether any claim
                          by the Executive of Good Reason was manifestly
                          unreasonable for purposes of the second-to-last
                          sentence of Section 5. Notwithstanding anything
                          contained in Section 8, in circumstances where a
                          Dispute has been asserted by the Executive or defended
                          against by the Executive on grounds that the Panel
                          deems manifestly unreasonable (whether related to a
                          claim of Good Reason or otherwise), the Panel may
                          assess all or part of the costs and expenses of the
                          arbitration, including the Panel's fees and expenses
                          and fees and expenses of experts and legal counsel
                          ("Arbitration Costs"), against the Executive and may
                          include in the award the Executive's and the Company's
                          attorney's fees and expenses in connection with any
                          and all proceedings under this Section 18.
                          Notwithstanding the foregoing, in no event may the
                          Panel award multiple, punitive or exemplary damages to
                          either party.

             (d) Confidentiality - Notice. Each Party shall notify the other
promptly, and in any event prior to disclosure to any third person, if it
receives any request for access to confidential information or proceedings
hereunder.

             (e) Injunctions. However, notwithstanding anything else in this
Section 18, the Company shall be entitled to seek a restraining order or
injunction in any court of competent jurisdiction to prevent any continuation of
any violation of this Agreement, and the Executive hereby consents that such
restraining order or injunction may be granted without the necessity of the
Company posting any bond. The expense of such arbitration shall be borne by the
Company.



                                       12
<PAGE>

             19. Headings. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
any provision of this Agreement.

             20. Entire Agreement. This Agreement (together with the Exhibit
hereto) constitutes the entire agreement between the parties, supersedes in all
respects any prior agreement between Company and Executive and may not be
changed except by a writing duly executed and delivered by Company and Executive
in the same manner as this Agreement; provided however, that the terms of any
securities of the Company (or any options, warrants or other securities
convertible into, or exchangeable or exercisable for, securities of the
Company), which are held by the Executive shall be governed by the agreements
entered into upon issuance of such securities (or such options, warrants or
other securities convertible into, or exchangeable or exercisable for,
securities of the Company).

             21. Counterparts. Company and Executive may execute this Agreement
in any number of counterparts, each of which shall be deemed to be an original
but all of which shall constitute but one instrument. In proving this Agreement,
it shall not be necessary to produce or account for more than one such
counterpart.

             IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first written above.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
THE PARTIES.


                                    TALX CORPORATION



                                    By: /s/ WILLIAM W. CANFIELD
                                       ----------------------------------------
                                          William W. Canfield
                                          President and Chief Executive Officer


                                    Executive


                                        /s/ L. KEITH GRAVES
                                    -------------------------------------------
                                    L. Keith Graves






                                       13
<PAGE>


                                    Exhibit A


                         EFFECT OF AGREEMENT TERMINATION

                             REASON FOR TERMINATION


<Table>
<Caption>
    TYPE OF              NORMAL EXPIRATION DATE OF     BY EXECUTIVE FOR                        BY EMPLOYER FOR
    COMPENSATION         AGREEMENT OR RENEWAL PERIOD   "GOOD REASON"                           "CAUSE"
    /BENEFIT
    -------------------- ---------------------------- --------------------------------------- -----------------------
<S>                      <C>                          <C>                                     <C>
    Base Salary          Payable through end of       Receives Base Amount (as defined in     Payable through date
                         Employment Period (as        the Agreement) for a one year period    of early termination.
                         defined in Agreement)        commencing on the Executive's early
                                                      termination date (the "Continuation
                                                      Period"), payable ratably over such
                                                      Continuation Period.
    -------------------- ---------------------------- --------------------------------------- -----------------------
    Annual Incentive     Payable through Employment   Receives targeted incentive             Amount determined by
    Compensation         Period; amount recommended   compensation (based on estimated        Compensation
    Program              by Compensation Committee    targeted incentive compensation for     Committee in its sole
                         based on Company's and       year of termination) for the            discretion; would
                         Executive's performance.     Continuation Period, payable over the   likely be zero.
                                                      Continuation Period.

    -------------------- ---------------------------- --------------------------------------- -----------------------
    Other Employee       Continue through end of      Continue through end of Continuation    Continue through date
    Benefits             Employment Period, subject   Period, subject to legal and            of early termination,
    (excluding any       to legal and contractual     contractual rights in plans to          subject to legal and
    benefits related     rights in plans to convert   convert or extend coverages.            contractual rights in
    to securities of     or extend coverages.                                                 plans to convert or
    the Company or                                                                            extend coverages.
    options, warrants
    or convertible
    into or
    exercisable or
    exchangeable for
    securities of the
    Company)
    ==================== ============================ ======================================= =======================
</Table>




<Table>
<Caption>
    TYPE OF               RELATED TO                             DEATH OR DISABILITY
    COMPENSATION          CHANGE OF CONTROL                     (AS DEFINED IN AGREEMENT)
    /BENEFIT
    -------------------- -------------------------------------- -----------------------------
<S>                      <C>                                    <C>
    Base Salary          Receives 100% of the Base Amount in    Payable through end of
                         effect immediately prior to the        month in which death or
                         Change of Control, payable in one      disability occurs.
                         lump sum cash payment.
    -------------------- -------------------------------------- -----------------------------
    Annual Incentive     Receives 100% of the targeted          Amount earned (recommended
    Compensation         incentive compensation for the         by the Compensation
    Program              Continuation Period (based on          Committee based on the
                         estimated targeted incentive           Company's and Executive's
                         compensation for year of               performance for the year in
                         termination), payable in one lump      which death or disability
                         sum cash payment.                      occurs) will be prorated.
    -------------------- -------------------------------------- -----------------------------
    Other Employee       Continue through end of the            Continue through end of
    Benefits             Continuation Period, subject to        month in which death or
    (excluding any       legal and contractual rights in        disability occurs, subject
    benefits related     plans to convert or extend             to legal and contractual
    to securities of     coverages; provided, further, if       rights to convert or extend
    the Company or       extension of insurance coverage is     coverages.
    options, warrants    not permitted, the Company shall pay
    or convertible       the premiums for a new similar
    into or              insurance plan which would allow
    exercisable or       similar coverage of the Executive
    exchangeable for     through the Continuation Period.
    securities of the    Additionally, Executive entitled to
    Company)             reimbursement of reasonable
                         out-of-pocket expenses related to
                         outplacement services.
    ==================== ====================================== =============================
</Table>