EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  (the  "Agreement")  entered into as of July 1,
2000,  by and  between  ARCADE  MARKETING,  INC.  (the  "Company"),  a  Delaware
corporation,  and KENNETH A. BUDDE (the "Employee"),  an individual  residing at
5611 Mountain Breeze Drive, Chattanooga, Tennessee 37421;

                              W I T N E S S E T H:

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

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

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

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

     1.  Employment  Term. The term of this Agreement  shall commence on July 1,
2000 (the "Effective Date") and shall expire on June 30, 2001. Thereafter,  this
Agreement shall  automatically  renew for successive  additional terms of twelve
months  each  unless  either  party  shall  give the  other  written  notice  of
nonrenewal  at least sixty (60) days prior to the end of the then current  term.
Any  notice  of  nonrenewal  by the  Company  shall be  treated  as a Notice  of
Termination  given  pursuant to Section  7(d).  Any notice of  nonrenewal by the
Employee shall be treated as a Notice of  Termination  given pursuant to Section
7(e). The initial term and all such renewal terms are  hereinafter  collectively
called the "Employment Term."

     2.  Employment.  (a)  Subject to the  provisions  of Section 7 hereof,  the
Company  agrees to employ the Employee  during the Employment  Term.  During the
Employment  Term,  the Employee shall be employed as a Senior Vice President and
the Chief Financial Officer of the Company or in such other management  capacity
as may later be  decided by the Chief  Executive  Officer  of the  Company  (the
"CEO").  During the  Employment  Term,  Employee  shall perform such  management
services as the CEO may from time to time  designate.  The Employee shall report
to the  President of the Company or the parent  company CFO as may be designated
by the CEO. The  Employee's  primary place of employment  shall be the Company's
facility in


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<PAGE>

Chattanooga,  Tennessee; however, the Employee shall undertake such travel as is
reasonable and customary in the execution of the Employee's duties hereunder.

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

     3. Compensation.

     (a) Base Salary.  During the Employment Term, the Company agrees to pay, or
to cause to be paid to the Employee, an annual base salary of one hundred ninety
thousand  dollars  ($190,000.00) or as may be increased from time to time in the
sole discretion of the CEO  (hereinafter  referred to as the "Base Salary." Such
Base  Salary  shall be earned  and  accrued on a per day basis and be payable in
accordance with the Company's  customary  practices  applicable to its executive
employees.

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

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


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<PAGE>

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

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

     6. Vacation and Sick Leave.

     (a) The Employee  shall be entitled to annual  vacation in accordance  with
the policies  periodically  established for similarly  situated employees of the
Company;  provided,  however,  that in no  event  shall  the  Employee's  annual
vacation entitlement be less than four (4) weeks during each twelve-month period
of the Employment  Term,  provided that the Employee must schedule such vacation
at  times  approved  by the  President  so that it does not  interfere  with the
performance of his duties under this Agreement.

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

     7.  Termination.  During the Employment  Term,  the  Employee's  employment
hereunder may be terminated under the following circumstances:

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

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

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

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


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<PAGE>

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

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

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

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

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

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

     9. Definitions.


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<PAGE>

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

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

     10. Restrictive Covenants.

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

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


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<PAGE>

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

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

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

     (v)  Property  of  the  Company.  All  memoranda,  notes,  lists,  records,
engineering drawings,  technical  specifications and related documents and other
documents  or papers  (and all copies  thereof)  relating  to the Company or the
Company Business,  including such items stored in computer memories,  microfiche
or by any other means,  made or compiled by or on behalf of the Employee  during
the course of the Employee's employment by the Company, or made available to the
Employee during the course of the Employee's  employment by the Company


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<PAGE>

relating to the Company, its affiliates or any entity which may hereafter become
an affiliate thereof (collectively,  "Company Property"),  shall be the property
of the Company.  The Employee shall promptly  deliver to the Company all Company
Property upon the termination of the Employee's  employment with the Company, or
at any other time upon request, and shall not retain any Company Property in any
form whatsoever.

     (vi) Original  Material.  The Employee  acknowledges  that the compensation
paid to the  Employee by the Company  during the  Employee's  employment  by the
Company is intended  to and does  compensate  the  Employee  for the  Employee's
originality,  innovativeness  and  inventiveness  as it relates  to the  Company
Business.  The Employee agrees that any inventions,  discoveries,  improvements,
ideas,  concepts  or  original  works  of  authorship  relating  to the  Company
Business,  including computer apparatus,  programs and manufacturing techniques,
whether or not  protectable by patent or copyright,  that have been  originated,
developed, make conceived, authored or reduced to practice by the Employee alone
or jointly with others during the Employee's  employment  with the Company shall
be the property of and belong  exclusively  to the Company.  The Employee  shall
promptly and fully disclose to the Company the origination or development by the
Employee of any such material and shall provide the Company with any information
that it may reasonably request about such material.

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

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

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

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


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<PAGE>

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

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

     (d)  Severability of Covenants.  The Employee  acknowledges and agrees that
the Restrictive  Covenants are reasonable and valid in duration and geographical
scope  and in all  other  respects.  If any  court  determines  that  any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable, (i) the
remainder of the  Restrictive  Covenants shall not thereby be affected and shall
be given  full  effect  without  regard to the  invalid  portions,  or (ii) such
Restrictive Covenants may be reduced or limited by such court so as to make such
Restrictive Covenants valid and the remainder of the Restrictive Covenants shall
not thereby be affected.

     11. Successors and Assigns.

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

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

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

                  (a)      if to the Company, to:

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


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<PAGE>

         with a copy to counsel for the Company:

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

                  (b)      if to the Employee, to:

                           Mr. Kenneth A. Budde
                           5611 Mountain Breeze Drive
                           Chattanooga, Tennessee 37421

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

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

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

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


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<PAGE>

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

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


                                   ARCADE MARKETING, INC.


                                   By
                                     --------------------------------
                                   Title:
                                         ----------------------------

                                   ----------------------------------
                                   Kenneth A. Budde


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