EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT AGREEMENT is made and entered into on this 
29th day of October, 1998, BETWEEN:

      (1)    Successories, Inc., an Illinois corporation ("the 
Company"); and,

      (2)    Gary J. Rovansek, a resident of Illinois ("the 
Employee").

      THE COMPANY AND THE EMPLOYEE HEREBY AGREE, in consideration of 
the mutual obligations and covenants set forth below, to the 
following terms and conditions:

1.    Employment

     	1.1	The Company shall employ the Employee as President & 
Chief Operating Officer subject to the terms and conditions 
specified in this Employment Agreement ("the Employment").

     	1.2	The Employee shall also be appointed a Director of the 
Company for an initial term that expires at the Company's annual 
shareholder meeting in 2001.

	     1.3	The Employment pursuant to this Employment Agreement 
shall commence on November 30, 1998 and continue for a term of three 
(3) years ("the Term of Employment").

     	1.4	Unless either party to this Employment Agreement, at 
least one year prior to the conclusion of the Term of Employment, 
provides written notice to the other party that it wishes not to 
renew this Employment Agreement, then the Term of Employment will be 
automatically extended for one additional year.  There is no limit 
on the number of extensions of the Term of Employment that may occur 
pursuant to this section.

2.	Commencement and Place of Employment

    	The Company hereby employs the Employee as its President & 
Chief Operating Officer effective on the date specified above, and 
the Employee hereby accepts such employment on the terms and 
conditions set forth in this Employment Agreement.  The Employment 
shall be in Aurora, Illinois.

3.	Duties

    	The Employee shall faithfully and diligently perform the 
duties and responsibilities assigned to him by the Company, provided 
that such duties are commensurate with the Employee's titles.

4.	Exclusivity of Service

    	While employed by the Company, the Employee shall devote all 
of his time, attention, and energies to the Company's business; 
provided that it shall not be a violation of this Agreement for the 
Employee to (i) serve on corporate, civic or charitable boards or 
committees, (ii) deliver lectures and fulfill speaking engagements 
or (iii) manage personal investments, so long as such activities 
under clauses (i), (ii) and (iii) do not interfere, in any material 
respect, with the Employee's responsibilities hereunder.  
<PAGE>

5.	Compensation and Benefits

  	5.1	Effective as of November 30, 1998, the Company shall pay 
the Employee a minimum base salary of TWO HUNDRED TWENTY-FIVE 
THOUSAND DOLLARS ($225,000) per year, payable in arrears on a 
monthly basis.  The Company may make deductions or withholdings as 
required by applicable State and Federal law, or as may be or has 
been consented to by the Employee.  The minimum base salary shall be 
adjusted on an annual basis (but not reduced below the minimum base 
salary set forth above in this paragraph) by the Company for 
purposes of the second, third, and, if applicable, any succeeding 
year of the Employment due to its extension.

   5.2	The Employee shall also be eligible to receive a bonus 
on an annual basis in an amount of up to ONE HUNDRED THOUSAND 
DOLLARS ($100,000) per year.  Within thirty (30) days after the 
commencement of the Company's fiscal years, the Employee and the 
Company's Board of Directors shall agree in writing upon the 
specific performance standards and criteria that will be used to 
determine how the bonus is actually earned.  In addition, the 
Employee and the Company's Board of Directors will also agree at 
that time as to the amount of the actual bonus opportunity of the 
Employee for the forthcoming fiscal year.  

  	5.3	The Company shall also reimburse the Employee, against 
receipts or other satisfactory evidence, all reasonable business 
expenses properly incurred by him in the course of the Employment 
and in accordance with the Company's rules relating to reimbursement 
of expenses.

  	5.4	The Company shall also provide the Employee with paid 
vacation in accordance with the Company's policies, but in no event 
less than twenty (20) days per annum, to be taken at such time as is 
mutually agreed between the Employee and the Company.  The Employee 
will not forfeit any paid vacation days that are not taken in any 
year.

  	5.5	The Company shall also afford the Employee certain 
fringe benefits and perquisites at least equal to those made 
available by the Company to its other senior executive employees, 
and in accordance with the terms of such plans and policies, 
including but not limited to entitlement to holidays, personal 
leave, sick leave, family leave, medical insurance, disability 
insurance, dental insurance, and life insurance.  The Company shall 
reimburse the Employee for the cost of premiums paid by him to 
obtain health insurance coverage from his former employer under 
COBRA during any applicable waiting period or preexisting condition 
limitation period under the Company's medical benefit plans.

  	5.6	The Employee shall also be entitled to receive options 
to be granted under the Company's stock option plan as determined by 
the Compensation Committee of the Board of Directors.  
Notwithstanding anything in the foregoing to the contrary, the 
Employee shall be granted 100,000 stock options on his first day of 
employment pursuant to Stock Option Agreements attached hereto as 
Exhibits A and B.  The Employee shall also, upon attainment of 
certain performance goals agreed upon between the Employee and the 
Board of Directors, be eligible to receive a grant of 25,000 options 
on the first anniversary and second anniversary, respectively, of 
the effective date of this Employment Agreement.

<PAGE>
  	5.7	The Company shall reimburse the Employee for reasonable 
life insurance premiums incurred by the Employee to purchase and 
maintain during the Term of Employment an individual term life 
insurance policy on the Employee's life with a $500,000 death 
benefit, with the beneficiary(ies) on such policy to be selected in 
the sole discretion of the Employee.

  	5.8	The Company shall reimburse the Employee for reasonable 
disability insurance premiums incurred by the Employee to purchase 
and maintain during the Term of Employment a supplemental individual 
long term disability policy with respect to the Employee that would 
pay a maximum disability benefit of $325,000 per year (after giving 
effect to the Company's disability insurance policy that covers the 
Employee and which is referenced in Section 5.5).

6.	Reasonableness of Restrictions

  	The Employee acknowledges that, during the term of Employment, 
the Company will provide the Employee with the use of and access to 
trade secrets and confidential information.  In turn, the Employee 
recognizes that, while performing his duties hereunder he will have 
access to and come into contact with trade secrets and confidential 
information belonging to the Company and will obtain personal 
knowledge of and influence over its customers and/or employees.  The 
Employee therefore agrees that the restrictions contained in 
Sections 7, 8, and 9 are reasonable and necessary to protect the 
legitimate business interests of the Company both during and after 
the termination of the Employment.

7.	Confidentiality

  	7.1	The Employee shall neither during the Employment (except 
in the proper performance of his duties) nor at any time (without 
limit) after the termination thereof directly or indirectly:

     		7.1.1	use for his own purposes or those of any other 
person, company, business entity, or other organization whatsoever, 
or

     		7.1.2	disclose to any person, company, business entity, 
or other organization whatsoever,

any trade secrets or confidential information relating or belonging 
to the Company, including but not limited to any such information 
relating to clients or customers, client or customer lists or 
requirements, market information, business plans or dealings, 
financial information and plans, trading models, market access 
information, research activities, any document marked Confidential, 
or any information which the Employee has been told is Confidential, 
or any information which has been given the Company in confidence by 
customers, suppliers, or other persons.

8.	Trade Secrets

  	8.1	During the term of this Employment Agreement, the 
Employee acknowledges that he will be afforded access to and become 
familiar with various trade secrets of the Company, including, but 
not necessarily be limited to the following:  the Company's business 
plans, financial information, marketing strategies, customer or 
client lists, software and research and proprietary technology 
information.  The Employee acknowledges that these trade secrets are 
owned and shall continue to be owned solely by the Company and that 
they contain specialized and confidential information not generally 
known in the industry and which constitute the Company's trade 
secrets. The Employee recognizes and acknowledges that it is 
essential to the Company to protect this trade secret information.
<PAGE>

  	8.2	The Employee further represents to the Company that, as 
an inducement for his employment, the Employee will hold this 
information in trust and confidence for the Company's sole benefit 
and use during the Employment and after the Employment terminates 
the Employee agrees not to use this information for any purpose 
whatsoever or to divulge this information to any person other than 
the Company without express written authorization unless such 
information shall no longer constitute trade secret information 
other than as a result of conduct of the Employee in violation of 
this Section 8.2.

9.	Post-Termination Obligations

  	9.1	Non-Competition.  The Employee hereby agrees that, 
during his employment by the Company pursuant to this Employment 
Agreement and for a period of one (1) year following the termination 
of the Employment under this Employment Agreement, he will not, 
directly or indirectly and in any way, whether as principal or as 
director, officer, employee, consultant, agent, partner or 
stockholder to another entity (other than by the ownership of a 
passive investment interest of not more than 2.5% in a company with 
publicly traded equity securities):

     		9.1.1	own, manage, operate, control, be employed by, 
participate in, or be connected in any manner with the ownership, 
management, operation, or control of any business competing with any 
business of the Company in the one (1) year immediately preceding 
such termination;

     		9.1.2	contact, interfere with, solicit on behalf of 
another, or attempt to entice away from the Company (or any 
affiliate or subsidiary of the Company):

            (i)	any client or customer of the Company (or 
      any affiliate or subsidiary of the Company); or

            (ii)	any contract, agreement or arrangement that 
      the Company (or any affiliate or subsidiary of the Company) is 
      actively negotiating with any other party; or

           (iii)	any prospective business opportunity that 
      the Company (or any affiliate or Subsidiary of the Company) has 
      identified, unless the Company has declined to pursue such 
      opportunity.

   9.2	Non-Solicitation of Employees.  The Employee hereby 
agrees that he will not, for a period of one (1) year immediately 
following the termination of his employment, howsoever arising, 
either on his own account or in conjunction with or on behalf of any 
other person, company, business entity, or other organization 
whatsoever directly or indirectly:

     		9.2.1	induce, solicit, entice or procure any person who 
is an employee of the Company to leave such employment, where that 
person is:

<PAGE>

            (i) 	is a Company Employee on the Termination 
      Date; or

           (ii)	had been a Company Employee in any part of 
      the one (1) year period immediately preceding the Termination Date; 
      or

   		9.2.2	accept into employment or otherwise engage or use 
the services of any person who:

          (i)	is a Company Employee on the Termination 
      Date; or

         (ii)	had been a Company Employee in any part of 
      the one (1) year period immediately preceding the Termination Date;
      provided, however, that this Section 9.2.2 shall not apply to any 
      Company Employee who is terminated without cause by the Company. 

10.	Termination

   	10.1	The Company and the Employee agree that this employment 
relationship is for a term of three (3) years commencing on the date 
specified in paragraph 1.3 of this Employment Agreement.

   	10.2	On termination of the Employment for whatever reason, 
the Employee shall return to the Company in accordance with its 
instructions all of the Company's proprietary technology and trading 
models, records, software, models, reports, and other documents and 
any copies thereof and any other property belonging to the Company 
which are in the Employee's possession or under his control.  The 
Employee shall, if so required by the Company, confirm in writing 
his compliance with his obligations under this paragraph.

   	10.3	The termination of the Employment shall be without 
prejudice to any right the Employee or the Company may have in 
respect of any breach by the other of any provisions of this 
Employment Agreement which may have occurred prior to such 
termination.

   	10.4	In the event of termination of the Employment hereunder 
however arising, the Employee agrees that he will not at any time 
after such termination represent himself as still having any 
connection with the Company, except as a former employee for the 
purpose of communicating with prospective employers or complying 
with any applicable statutory requirements.

   	10.5	Notwithstanding anything to the contrary in this 
Employment Agreement, the Company may terminate this Employment 
Agreement for "just cause" by providing to the Employee written 
notice of the termination on account of just cause and the specific 
grounds thereof.  Upon termination of the Employment for just cause, 
the Employment will immediately end and the Employee will not be 
entitled to receive any further compensation after that date except 
as may be required by law.  The term "just cause" means (a) an act 
of fraud or dishonesty by the Employee that results directly or 
indirectly in gain or personal enrichment of the Employee at the 
Company's expense, (b) an act by the Employee that the Company's 
Board of Directors reasonably believes constitutes a felony, or (c) 
any material breach by the Employee of any provision of this 
Employment Agreement that has not been cured by the Employee within 
30 days of written notice of such a breach from the Company.

<PAGE>

   	10.6	Notwithstanding anything to the contrary in this 
Employment Agreement, the Company's obligations under this 
Employment Agreement shall cease or terminate upon the death of the 
Employee or upon the determination that the Employee has a 
disability.  Upon the death of the Employee, the Company shall pay 
the surviving spouse (if any) of the Employee six (6) months of the 
then current base salary of the Employee and any other compensation 
or pro rata bonus due the Employee; if there is no surviving spouse, 
the Company shall pay those sums to the estate of the Employee.  For 
purposes of this paragraph only, the Employee will be deemed to have 
a "disability" only where the Employee has suffered a physical or 
mental illness, injury, or infirmity that prevents the Employee from 
fulfilling all of his material duties under this Employment 
Agreement for at least ninety (90) consecutive days and the 
Company's Board of Directors has determined in good faith and with 
the advice of the Employee's physician (or other relevant medical 
professional), that the Employee's illness, injury, or infirmity is 
more than likely to continue indefinitely.  In these circumstances, 
after a determination has been made in good faith by the Company's 
Board of Directors that the Employee has a disability, the Company 
shall pay to the Employee, the Employee's guardian or administrator, 
or the Employee's estate, the then current base salary  provided 
under this Employment Agreement commencing with the first month 
after the determination of the existence of a disability and until 
the expiration of the Employment Agreement or for a period of six 
(6) months, whichever is lesser.

   	10.7	Notwithstanding anything to the contrary in this 
Employment Agreement, the Company may, in connection with the notice 
of non-renewal delivered to the Employee pursuant to paragraph 1.4, 
elect not to utilize the Employee's services during the remainder of 
the Term of Employment and relieve the Employee of any further 
obligation to perform his duties under this Employment Agreement.  
If the Company so elects, then the Employee shall cease to occupy 
his office or otherwise have access to the Company's premises, but 
the Employee shall continue to have access to a Company-provided 
voice mail box for a period of six (6) months following his 
termination of employment, and the Company shall pay and will remain 
obligated to pay the Employee the remainder of his base salary, 
bonus and all other benefits during the remainder of the Term of 
Employment.  In such event, the Employee will not be required to 
mitigate his damages by seeking other alternative employment during 
the remainder of the Term of Employment under this Employment 
Agreement.  

   	10.8	Notwithstanding anything to the contrary in this 
Employment Agreement, the Employee may terminate the Employment 
under this Employment Agreement for good reason in which event the 
Company shall still have the same obligations to the Employee as 
provided in paragraph 5.  For purposes of this paragraph, "good 
reason" shall mean:  (a) without the Employee's express written 
consent, the assignment to the Employee of any duties inconsistent 
with his title, position, duties, responsibilities, and status with 
the Company prior to a Change in Control as hereinafter defined, or 
a change in his reporting responsibilities, title, or office as in 
effect after a Change in Control, or any removal of the Employee 
from or any failure to reelect him to any such positions, except in 
connection with the termination of the Employment for just cause, 
disability, or as a result of his death; (b) (i) a reduction in the 
Employee's minimum base salary or (ii) a reduction in the Employee's 
benefits or material breach of the Company's obligations undertaken 
in this Employment Agreement;  (c) subsequent to a Change in Control 
of the Company, the failure by the Company to obtain the assumption 
of the obligation to perform this
<PAGE>
Employment Agreement by any successor; or (d) subsequent to a 
Change in Control of the Company, any purported termination of the 
Employee's Employment which is not effected pursuant to a notice of 
termination satisfying the requirements of paragraphs 1.4 or 10 
hereof.  For purposes of this Section 10.8, the term "Change in 
Control" means the occurrence of one or more of the following:  (i) 
without prior approval of the Board of Directors, a single entity or 
group of affiliated entities acquires more than 50% of the Company's 
outstanding stock, (ii) the Company is involved in a merger or a 
sale of all or substantially all of its assets so that its 
shareholders before the merger or sale own less than 50% of the 
voting power of the surviving or acquiring corporation, (iii) a 
liquidation or dissolution of the Company occurs, (iv) a change in 
the majority of the Board of Directors occurs during any twenty-four 
(24) month period without the approval of a majority of  the 
directors in office at the beginning of such period.  In the event 
that the Employee determines to terminate his Employment for good 
reason, and the reason for termination is an alleged violation of 
subsections (a) and/or (b)(ii) above,  the Employee shall be 
obligated to give notice of termination of thirty (30) days to the 
Company, which notice shall identify the reason for such 
termination, and the Company shall have a reasonable opportunity to 
cure any such alleged defects.  In the event of any termination by 
the Employee for "good reason,"  the Employee shall be entitled to 
the remainder of the base salary due under the Term of Employment.

11.	Severability

   	The various provisions and sub-provisions of this Employment 
Agreement are severable, and if any provision or sub-provision or 
identifiable part thereof is held to be invalid or unenforceable by 
any court of competent jurisdiction, then such invalidity or 
unenforceability shall not affect the validity or enforceability of 
the remaining provisions or sub-provisions or identifiable parts in 
this Employment Agreement.

12.	Warranty

   	The Employee represents and warrants that he is not prevented 
by any other Employment Agreement, arrangement, contract, 
understanding, Court Order or otherwise, which in any way directly 
or indirectly conflicts, is inconsistent with, or restricts or 
prohibits him from fully performing the duties of the Employment, in 
accordance with the terms and conditions of this Employment 
Agreement.

13.	Notices

   	Any notice to be given hereunder may be delivered (a) in the 
case of the Company by first class mail addressed to its Registered 
Office and (b) in the case of the Employee, either to him personally 
or by first class mail to his last known residence address.  Notices 
served by mail shall be deemed given 3 days after the date on which 
they are mailed.

14.	Waivers and Amendments

   	No act, delay, omission, or course of dealing on the part of 
any party hereto in exercising any right, power, or remedy hereunder 
shall operate as, or be construed as, a waiver thereof or otherwise 
prejudice such party's rights, powers, and remedies under this 
Employment Agreement.  This Employment Agreement may be amended only 
by a written instrument signed by the Employee and a duly authorized 
officer of the Company or the Board of Directors.

<PAGE>
15.	Prior Agreements

   	This Employment Agreement cancels and is in substitution for 
all previous letters of engagement, offer letters, agreements, and 
arrangements (whether oral or in writing) relating to the subject-
matter hereof between the Company and the Employee, all of which 
shall he deemed to have been terminated by mutual consent, with the 
exception of any rights the Employee may have under any stock option 
plan or bonus plan previously in existence.  This Employment 
Agreement constitutes the entire terms and conditions of the 
Employee's employment and no waiver or modification thereof shall be 
valid unless in writing, signed by the parties, and only to the 
extent therein set forth.

16.	Arbitration Jurisdiction and Governing Law

   	Except for disputes arising under or in connection with 
Sections 7, 8, and 9, all disputes arising under or in connection 
with this Employment Agreement or concerning in any way the 
Employee's employment shall be submitted exclusively to arbitration 
in Chicago, Illinois under the Rules of the American Arbitration 
Association then in effect, and the decision of the arbitrator shall 
be final and binding upon the parties.  Judgment upon the award 
rendered may be entered and enforced in any court having 
jurisdiction.  The Employee and the Company consent to personal 
jurisdiction of any state or federal court sitting in Du Page 
County, Illinois, in order to enforce any arbitration judgment or 
the rights of the Employee or of the Company under Sections 7, 8, 
and 9 and waive any objection that such forum is inconvenient.  The 
Employee and the Company hereby consent to service of process in any 
such action by U.S. mail or other commercially reasonable means of 
receipted delivery.  The parties also agree that the party found to 
be at fault shall reimburse the other party for all reasonable 
attorneys' fees that the other party incurs in pursing their 
remedies in good faith under this Employment Agreement.

17.	Governing Law

   	This Employment Agreement shall be governed by and construed 
in accordance with the laws of the State of Illinois.

18.	Assignability

   	The rights and obligations contained herein shall be binding 
on and inure to the benefit of the successors and assigns of the 
Company.  The Employee may not assign his rights or obligations 
hereunder without the express written consent of the Company.

19.	Headings; Construction

   	The headings contained in this Employment Agreement are 
inserted for reference and convenience only and in no way define, 
limit, extend, or describe the scope of this Employment Agreement or 
the meaning or construction of any of the provisions hereof. As used 
herein, unless the context otherwise requires, the single shall 
include the plural and vice versa, words of any gender shall include 
words of any other gender, and "or" is used in the inclusive sense.

<PAGE>

20.	Survival of Terms

   	If this Employment Agreement is terminated for any reason, the 
provisions of Sections 7, 8, and 9 shall survive and the Employee 
and the Company, as the case may be, shall continue to be bound by 
the terms thereof to the extent provided therein.

21.	Employee Acknowledgment and Advice of Counsel

   	THE EMPLOYEE REPRESENTS THAT HE HAS HAD AMPLE OPPORTUNITY TO 
REIEW THIS AGREEMENT AND THE EMPLOYEE ACKNOWLEDGES THAT HE 
UNDERSTANDS THAT IT CONTAINS IMPORTANT CONDITIONS OF THE EMPLOYMENT 
AND THAT IT EXPLAINS POSSIBLE CONSEQUENCES, BOTH FINANCIAL AND 
LEGAL, IF THE EMPLOYEE BREACHES THE AGREEMENT.  

   	AS WITNESS the hands of a duly authorized officer of the 
Company and of the Employee the day and year first before written.


SIGNED by ____________________	)	           /s/ Mac Anderson
For and on behalf of Successories, Inc.	    Chairman

							                                     October 29, 1998
                                     							Date


SIGNED by Gary J. Rovansek		)              	/s/  Gary J. Rovansek
						)
                                     							October 29, 1998
                                     							Date