Exhibit 10.1

                              EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT (this "AGREEMENT") is effective this 20th day
of November, 2000, (the "EFFECTIVE DATE") by and between INFINITE GRAPHICS
INCORPORATED, a Minnesota corporation (the "CORPORATION"), and CLIFFORD F.
STRITCH, JR., a Minnesota resident (the "EMPLOYEE").

                                    RECITALS

         WHEREAS, the Employee has served as the Corporation's Chief Executive
Officer since 1970, and as a director of the Corporation since 1970; and

         WHEREAS, the Employee beneficially owns approximately 30% of the issued
and outstanding shares of Common Stock of the Corporation; and

         WHEREAS, the Corporation and the Employee recognize the importance to
the Corporation of obtaining the Employee's loyalty and protecting the
Corporation's rights with respect to its customers, business information and
Inventions; and

         WHEREAS, the parties acknowledge that the present market for the
Corporation's Common Stock may not provide sufficient liquidity for the orderly
disposition of the shares of the Corporation's Common Stock held by the
Employee; and

         WHEREAS, in entering into this Agreement, the Corporation seeks to
induce the Employee's continued employment and his contributions to the
Corporation, and to provide for an orderly disposition of shares of
Corporation's Common Stock held by the Employee upon the occurrence of certain
events; and

         WHEREAS, the Corporation believes that the achievement of the foregoing
will be in the best interests of the Corporation and its shareholders.

                                    AGREEMENT

         In consideration of the above recitals and the promises set forth in
this Agreement, the parties agree as follows:

         1) Nature and Capacity of Employment. The Corporation hereby agrees to
continue to employ the Employee as its Chief Executive Officer, pursuant to the
terms of this Agreement, and shall have all the duties, power, status and
authority of a Chief Executive Officer. The Employee agrees to perform, or be
available to perform, on a full-time basis, the functions of this position,
pursuant to the terms of this Agreement. The Employee shall continue to report
to the Corporation's Board of Directors and to be nominated for election as a
director of the Corporation.


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         2) Term of Employment. The Employee understands that his employment
with the Corporation is at will and may be terminated at any time by the
Corporation, with or without Cause, upon ninety (90) days written notice to the
Employee by the Corporation. The Employee also agrees to give the same number of
days written notice to the Corporation prior to his resignation becoming
effective. The Employee's last date of employment is referred to herein as the
"TERMINATION DATE." This Agreement shall automatically terminate 12 years from
the Effective Date (the "EMPLOYMENT TERM") if the Employee remains employed by
the Corporation as of that date.

         3) Annual Base Salary. On the Effective Date, and on each anniversary
thereof, the Board of Directors of the Corporation shall establish the
Employee's annual base salary, which shall never be less than $175,000 per year
(the "BASE SALARY"). The Base Salary shall be payable in accordance with the
Corporation's normal payroll practices for executive employees.

         4) Discretionary Annual Bonus. Employee shall be eligible for an annual
bonus in addition to the Base Salary (the "BONUS") which will provide the
Employee with compensation equal to 50% of the Base Salary, as currently in
effect at the time the Bonus is determined, upon achievement of target
performance goals (and a lesser or greater amount for under or overachievement
of such targets), which shall be based primarily on the Corporation's financial
performance, as established annually by the Board of Directors, after
consultation with the Employee.

         5) Stock Options. Employee shall be entitled to participate in the
Corporation's stock option plan(s) pursuant to the terms and conditions thereof
and on terms at least as favorable as those provided to the Corporation's
executives generally and in accordance with the Corporation's normal schedule
for granting options. Such options shall be exercisable for a period of not less
than one year after the Employee's employment ends pursuant to a termination
without Cause or resignation for Good Reason, unless further extended by the
Board of Directors. The Employee acknowledges and understands that the foregoing
requirements may restrict his ability to receive incentive stock options.

         6) Employee Benefits; Vacation. The Employee shall be entitled to
participate in all retirement plans and all other employee benefits and policies
made available by the Corporation to its executive officers so long as employed
by the Corporation, and all payments or other benefits paid or payable to the
Employee under any such employee benefit plan or program of the Corporation
shall not be affected or modified by this Agreement and shall be in addition to
the Base Salary and Bonus payable by the Corporation to the Employee under this
Agreement. Notwithstanding the foregoing, the Corporation shall provide to
Employee disability insurance providing benefits during disability of not less
than 75% of Base Salary and shall provide life insurance on the life of the
Employee (and payable to the Employee's named beneficiary) in an amount of not
less than $1,500,000. The Corporation shall, as soon as practicable, establish a
supplemental retirement plan for the Employee upon terms mutually agreed upon by
the Employee and the Board. In addition, Employee shall be entitled to other
benefits as determined by the Board of Directors.


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         The Employee shall be entitled to vacation time in an amount which will
not reasonably interfere with the Employee's duties as Chief Executive Officer,
but not less than six weeks during each fiscal year. Any such vacation shall not
result in a reduction of the annual Base Salary or Bonus, if any, payable to
Employee pursuant to this Agreement.

         In addition to the foregoing, the Employee shall be entitled to receive
during the term of this Agreement each of the following benefits or perquisites:

                  (a) Use of leased or owned automobile at the sole expense of
         the Corporation, which shall be new every four years, and payment or
         reimbursement of all expenses associated therewith;

                  (b) An annual discretionary business spending allowance of
         $6,000;

                  (c) Payment or reimbursement of estate and financial planning
         expenses up to $2,500 per year;

                  (d) Payment or reimbursement of travel expenses (including
         airfare, ground transportation, meals and lodging) for Employee's
         spouse on any business trip for the Corporation; and

                  (e) Payment or reimbursement for the premium cost of a general
         liability umbrella policy covering the Employee during and for a
         reasonable period after employment in an amount not less that
         $2,000,000.

         7) Business Expenses. The Corporation will pay or reimburse Employee
for all reasonable and necessary out-of-pocket expenses incurred by Employee in
the performance of Employee's duties under this Agreement, subject to compliance
by Employee with the Corporation's policies for such expense reimbursements. If
any business expense reimbursement or spending allowance is later determined to
be not deductible as such by the Corporation, the Corporation may treat such
disallowed amount as additional compensation to the Employee, subject to federal
and state withholding to the extent required by law.

         8) Undertakings of the Employee. The Employee agrees to spend his full
working time and effort in performance of the duties as Chief Executive Officer
so long as employed by the Corporation; and he shall not, during his employment
with the Corporation, without prior written approval of the Board of Directors
of the Corporation, become an employee, director, officer, agent, partner of or
consultant to, or a stockholder of (except a stockholder of a public company in
which the Employee owns less than 5% of the issued and outstanding capital stock
of such corporation) any corporation or other business entity which is a
significant competitor, supplier or customer of the Corporation. Notwithstanding
the foregoing, the Employee may serve on such corporate and civic boards and
attend to personal and family business matters during the Employment Term,
provided that any such service on a corporate board shall be approved in advance
by the Board of Directors of the Corporation.


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         9) Employee's employment under this Agreement will terminate prior to
the expiration of the Employment Term upon the occurrence of any of the
following events

                  (a) The Employee dies or becomes Disabled.

                  (b) The Corporation elects to terminate Employee's employment
         under this Agreement for Cause.

                  (c) Employee elects to terminate his employment under this
         Agreement (other than for Good Reason).

                  (d) The Corporation elects to terminate Employee's employment
         under this Agreement without Cause.

                  (e) Employee elects to terminate his employment under this
         Agreement for Good Reason (as defined below).

                  (f) For purposes of this Agreement, the following definitions
         shall apply:

                  "Disabled" shall mean any mental or physical condition that
         has continued for a period of twelve months and that renders Employee
         unable to perform the essential functions of his position, with
         reasonable accommodation, as defined by various state and federal
         disability laws.

                  "Cause" shall mean:

                           (i) any fraud, theft, or embezzlement by the Employee
                  in connection with the business of the Corporation; or

                           (ii) the Employee's conviction of a felony or
                  entrance of a plea of guilty or nolo contendre to a felony.

                  The Board shall, by a majority affirmative vote, determine
         that Cause has occurred, and the Corporation shall give to the Employee
         written notice which specifically identifies the facts which the Board
         believes constitute Cause.

                  "Good Reason" shall mean:

                           (i) any reduction in either the Employee's rate of
                  Base Salary described in Section 3 above, eligibility to
                  receive the Bonus described in Section 4 above, stock options
                  described in Section 5 above and/or any employee benefits
                  described in Section 6 above;

                           (ii) the Corporation materially diminishes or
                  interferes with the Employee's duties, power, authority or
                  responsibilities;


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<PAGE>


                           (iii) any material adverse change in the Employee's
                  status as an executive of the Corporation;

                           (iv) the breach by the Corporation of a material term
                  of this Agreement;

                           (v) the relocation of the Employee's principal place
                  of employment to a location outside the metropolitan
                  Minneapolis, Minnesota area;

                           (vi) the Corporation's failure to obtain an
                  assignment of this Agreement to a successor under Section
                  17(d); or

                           (vii) there occurs a Change in Control of the
                  Corporation (as defined below) and the Employee has continued
                  in the employment of the Corporation under the terms of this
                  Agreement for the ninety day period after the Change in
                  Control, provided that the Employee gives notice of
                  termination pursuant to this item (vii) prior to the 180th day
                  following the Change in Control.

                  Provided that, in the case of items (i)-(iv), the Employee has
         given the Corporation written notice that sets forth the facts he
         believes constitute Good Reason, and the Corporation has not cured such
         breach within thirty days of such notice.

                  (g) For purposes of this Agreement, a "CHANGE IN CONTROL" of
         the Corporation shall mean a change in control after March 1, 2001
         which would be required to be reported in response to Item 1 of Form
         8-K promulgated under the Securities Exchange Act of 1934, as amended
         (the "EXCHANGE ACT"), whether or not the Corporation is then subject to
         such reporting requirements including, without limitation, if:

                           (i) any "person" (as such term is used in Section
                  13(d) and 14(d) of the Exchange Act, but not including the
                  Employee) becomes a "beneficial owner" (as defined in Rule
                  13d-3 under the Exchange Act), directly or indirectly, of
                  securities of the Corporation representing 20% or more of the
                  combined voting power of the Corporation's then outstanding
                  securities.

                           (ii) a majority of the Corporation's directors were
                  not nominated for election, or appointed as directors, by the
                  Board of Directors;

                           (iii) the stockholders of the Corporation approve a
                  merger or consolidation of the Corporation with any other
                  person which would result in the combined voting and equity
                  interest of the shareholders immediately prior to such merger
                  or consolidation representing (either by remaining outstanding
                  or by being converted into voting securities or other equity
                  interest of the merged or consolidated entity) 50% or less of
                  the combined equity interest of such merged or consolidated
                  entity outstanding immediately after such merger or
                  consolidation;


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<PAGE>


                           (iv) the stockholders of the Corporation approve (i)
                  a plan of complete liquidation of the Corporation or (ii) the
                  sale or disposition, in a transaction or a series of related
                  transactions, of more that 65% of the assets of the
                  Corporation, including the assets of any direct of indirect
                  subsidiary of the Corporation, to any person that is not
                  owned, directly or indirectly, in substantially the same
                  percentage by the shareholders of the Corporation immediately
                  prior to such sale or other disposition; or

                           (v) the Corporation ceases to be subject to the
                  reporting requirements of the Exchange Act.

         10) Benefits Upon Termination. If Employee's employment under this
Agreement is terminated during the Employment Term, as provided in Section 9
above, Employee shall be entitled to the following benefits:

                  (a) If Employee's employment under this Agreement is
         terminated pursuant to Section 9(a), (b) or (c), such termination is
         effective on the Termination Date and the Corporation will continue to
         pay Employee's Base Salary and any Bonus earned through the Termination
         Date and will pay on the Termination Date any amounts then payable to
         the Employee, including but not limited to accrued vacation. In the
         event Employee is Disabled, the Corporation may offset any payments of
         Base Salary prior to termination of Employee's employment by the amount
         of any disability income insurance payments received by the Employee
         under a policy that the Corporation maintains for the Employee's
         benefit. If the Employee's employment under this Agreement is
         terminated pursuant to Section 9(a), the Corporation shall continue at
         its own expense the health and life insurance benefits described in
         Section 6 to Employee and the Employee's family until the Employee
         attains age 65 (in the case of Disability) and shall continue (or in
         the case of the Employee's death, shall provide) continued health
         insurance benefits to the Employee's spouse until the Employee's spouse
         attains age 65; provided, however, that the Corporation's aggregate
         annual cost for the premiums for such health benefits shall not exceed
         $10,000. The Employee shall be eligible for any other benefits to which
         he is entitled under any benefit plan or program at the time of
         termination or as otherwise required by law.

                  (b) If Employee's employment under this Agreement is
         terminated pursuant to Section 9(d) or 9(e), such termination shall be
         effective as of the Termination Date and the Corporation will continue
         to pay Employee's Base Salary and any Bonus earned through the
         Termination Date and will pay on the Termination Date any amounts then
         payable to the Employee, including but not limited to accrued vacation.
         Thereafter, the Employee shall receive a severance payment (the
         "SEVERANCE PAYMENT") equal to 2.99 times the average of the annual Base
         Salary plus annual Bonus actually paid to the Employee during the five
         fiscal years prior to the year in which the termination occurs, which
         amount shall be payable in a single lump sum within 30 days of the
         Termination Date, less state and federal taxes and any other required
         withholding. Such Severance Payment shall be in addition to any other
         payments to be made to the Employee after the Termination date
         (including but not limited to the amount payable under Section 13).


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<PAGE>


         The Corporation shall continue at its own expense the health, life and
         disability benefits described in Section 6 to Employee and/or
         Employee's family until the Employee attains age 65 and shall continue
         health insurance thereafter until the Employee's spouse attains age 65;
         provided, however, that the Employee's participation in the
         Corporation's health, life and disability benefit plans described in
         Section 6 shall cease on any earlier date that the Employee becomes
         eligible for benefits from a subsequent employer which are comparable
         in coverage and cost as the similar benefit plan maintained by the
         Corporation; provided, however, that the Corporation's aggregate annual
         cost for the premiums for such health benefits shall not exceed
         $25,000. In the event that the Corporation is prevented by law or by
         the terms of any insurance policy from including the Employee in an
         employee benefit plan or program, the Corporation shall pay the
         Employee the cost of obtaining comparable or alternative or individual
         coverage elsewhere; provided, however, that such cost, when combined
         with the cost of other health, life and disability benefits described
         herein, shall not exceed $25,000 on an annual basis. In addition, the
         Employee, or the estate of the Employee, shall be 100% vested with
         respect to any stock options referenced in Section 5 hereof.

                  (c) If, in the opinion of tax counsel selected by the
         Corporation and acceptable to the Employee, the Severance Payment plus
         all other payments or benefits pursuant to this subsection 10(b) which
         constitute "parachute payments" within the meaning of Code Section
         280G(b)(2) exceeds the amount that is deductible by the Corporation by
         reason of Section 280G, and in the opinion of such tax counsel, the
         Severance Payment (in its full amount or as partially reduced, as the
         case may be) plus all other payments or benefits pursuant to this
         subsection 10(b) which constitute "parachute payments" within the
         meaning of Section 280G(b)(2) and do not constitute reasonable
         compensation for services actually rendered or to be rendered, within
         the meaning of Section 280G(b)(4), the Severance Payment shall be
         reduced by the excess of the aggregate "parachute payments" that would
         be paid to or for the Employee without any portion of such "parachute
         payments" not being deductible by reason of Code Section 280G. The
         value of any non-cash benefit or any deferred cash payments pursuant to
         subsection 10(b) shall be determined by the Corporation in accordance
         with the principles of Code Sections 280G(d)(3) and (4). Nothing in
         this subsection shall limit the payments required to be made to the
         Employee pursuant to Section 13 below.

                  If it is established pursuant to a final determination of a
         court or an Internal Revenue Service proceeding that, notwithstanding
         the good faith of the Employee and the Corporation in applying the
         terms of this subsection, the aggregate "parachute payments" paid to or
         for the Employee's benefit pursuant to this subsection 10(b) are in an
         amount that would result in any portion of such "parachute payments"
         not being deductible by the Corporation by reason of Code Section 280G,
         then the Employee shall have an obligation to pay the Corporation upon
         demand an amount equal to the sum of (A) the excess of the aggregate
         "parachute payments" paid to or for the Employee's benefit over the
         aggregate "parachute payments" that would have been paid to or for the
         Employee's benefit without any portion of such "parachute payments" not
         being deductible by reason of Code Section 280G; and (B) interest on
         the amount set forth in clause (A) of this sentence at


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<PAGE>


         the applicable Federal rate (as defined in Code Section 1274(d)) from
         the date of the Employee's receipt of such excess until the date of
         such payment.

                  (d) After application of the limitations set forth in
         subsection 10(c) above, should any payments under Section 13 (either
         with regard to such payments only or when aggregated with any other
         payments hereunder or contemplated hereby) be subject to excise tax
         pursuant to Section 4999 of the Internal Revenue Code of 1986, as may
         be amended, or any successor or similar provision thereto, or
         comparable state or local tax laws, the Corporation shall pay to
         Employee such additional compensation (including any income and excise
         taxes payable by Employee with respect to such additional income) to
         place the Employee in the same after-tax position he would have been in
         had no such excise tax (and any interest or penalties thereon) been
         paid or incurred. The Corporation shall pay such additional
         compensation upon the earlier of the (i) the time at which the
         Corporation withholds such excise tax from any payments to Employee; or
         (ii) 30 days after Employee notifies the Corporation that Employee has
         paid such excise tax pursuant to a tax return filed by Employee which
         takes the position that such excise tax is due and payable in reliance
         on a written opinion of the Corporation's tax counsel acceptable to the
         Employee that it is more likely than not that such excise tax is due
         and payable, or, if later, the date the IRS notifies Employee that such
         amount is due and payable.

                  Without limiting the obligation of the Corporation hereunder,
         Employee agrees, in the event Employee makes any payment pursuant to
         the preceding sentence, to negotiate with the Corporation in good faith
         with respect to procedures reasonably requested by the Corporation
         which would afford the Corporation the ability to contest the
         imposition of such excise tax; provided, however, that Employee will
         not be required to afford the Corporation any right to contest the
         applicability of any such excise tax to the extent that Employee
         reasonably determines that such contest is inconsistent with the
         overall tax interests of Employee.

                  The Corporation agrees to hold in confidence and not to
         disclose, without Employee's prior written consent, any information
         with regard to Employee's tax position which the Corporation obtains
         pursuant to this subsection, except to the extent ordered to do so
         pursuant to a lawful subpoena or pursuant to any federal or state
         securities laws and regulations.

         If the Corporation fails to make timely payment of any amount due to
the Employee under this Agreement within 30 days of the due date thereof, (other
than as a result of the Employee's prior material breach of the provision of
this Agreement) then, in addition to any other remedies for a breach of this
Agreement, the Employee shall no longer be restrained from competing against the
Corporation pursuant to Section 13.

         11) Confidential Information. "CONFIDENTIAL INFORMATION" means any
information that the Employee learns or develops during the course of employment
that derives independent economic value from being not generally known or
readily ascertainable by other persons who could obtain economic value from its
disclosure or use, and includes, but is not limited to, trade


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secrets, and may relate to such matters as research and development,
manufacturing processes, management systems and techniques, or sales and
marketing.

         The Employee agrees not to directly or indirectly use or disclose any
Confidential Information for the benefit of anyone other than the Corporation
either during his employment with the Corporation or thereafter. For purposes
hereof, Confidential Information shall also include any information beneficial
to the Corporation or its subsidiaries which is not generally known and for
which the Corporation has taken reasonable steps to protect and shall include,
but is not limited to, the methods of research and testing, customer lists,
vendor lists and financial information. The Employee recognizes that the
Confidential Information constitutes a valuable asset of the Corporation and
hereby agrees to act in such a manner as to prevent its disclosure and use by
any person unless such uses for the benefit of the Corporation. The Employee's
obligations under this Section 11 are unconditional and shall not be excused by
any conduct on the part of the Corporation, except prior voluntary disclosure by
the Corporation. Information shall cease to be Confidential Information from and
after the date it becomes public information (other than as a result of the
Employee's acts or in violation of this Agreement).

         12) Inventions. The Employee agrees to promptly disclose to the
Corporation in writing any invention, improvement, work of authorship, discovery
or idea (whether patentable or not and including those which may be subject to
copyright protection) generated, conceived or reduced to practice by the
Employee alone or in conjunction with others, during or after working hours,
while an employee of the Corporation ("INVENTIONS"); and all such Inventions
shall be the exclusive property of the Corporation and are hereby assigned to
the Corporation, except if the Inventions does not relate to the existing or
reasonably foreseeable business interests of the Corporation, the Corporation
may, in its sole discretion, release or license that Invention to the Employee
upon written request.

         Further, the Employee shall, at the Corporation's expense, give the
Corporation all assistance it reasonably requires to perfect, protect and use
its rights to Inventions. In particular, but without limitation, the Employee
shall sign all documents, do all things and supply all information that the
Corporation may deem necessary or desirable to;

                  (a) Transfer or record the transfer of the Employee's entire
         right, title and interest in Inventions; and

                  (b) Enable the Corporation to obtain patent, copyright or
         trademark protection for Inventions anywhere in the world.

         The obligations of the Employee under this Section 12 shall continue
beyond the Termination Date with respect to Inventions conceived or made by the
Employee during his employment with the Corporation and shall be binding upon
assigns, executors, administrators and other legal representatives of the
Employee. For purposes of this Agreement, any Invention relating to the business
of the Corporation for which the Employee markets a new competitive product,
files a patent application or seeks copyright protection within six months after
the Termination Date shall be presumed to be an Invention conceived by the
Employee during his employment with the Corporation, subject to proof to the
contrary by good faith, written and


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duly corroborated records establishing that such Invention was conceived and
made following Termination Date.

         NOTICE: Pursuant to Minnesota Statutes, Section 181.78, the Employee is
hereby notified that this Section 12 does not apply to any Invention for which
no equipment, supplies, facility or trade secret information of the Corporation
was used and which was developed entirely on the Employee's own time, and which
does not relate directly to the business of the Corporation or to its actual or
demonstrably anticipated research or development, or which does not result from
any work performed by the Employee for the Corporation.

         13) Non-Competition. "CORPORATE PRODUCT" means any product or service,
(including any component thereof and any research to develop information useful
in connection with a product or service) that is being designed, developed,
manufactured, marketed or sold by the Corporation or with respect to which the
Corporation has acquired Confidential Information which it has devoted
substantial effort and expense to use in the design, development, manufacture,
marketing or sale of a product or service.

         "COMPETITIVE PRODUCT" means any product or service (including any
components thereof and any research to develop information useful in connection
with the product or service) that is being designed, developed, manufactured,
marketed or sold by anyone other than the Corporation, and is of the same
general type, performs similar functions or is used for the same purposes as a
Corporate Product which the Employee worked on or assisted the Corporation in
marketing during the last four years of employment or about which the Employee
received or had knowledge of Confidential Information.

         The Employee agrees that, during his employment with the Corporation
and for a period of five years following the Termination Date (the "POST
TERMINATION NON-COMPETE PERIOD"), the Employee shall not, directly or
indirectly, render services to any person or entity in connection with the
design, development, manufacture, marketing or sale of a Competitive Product
that is sold or intended for use or sale in any geographic area in which the
Corporation actively markets a Corporate Product, or intends to actively market
a Corporate Product of the same general type or function. It is expressly
understood that the Employee is free to work for a competitor of the Corporation
provided that such employment does not include any responsibilities for or in
connection with a Competitive Product.

         During such Post Termination Non-Compete Period, the Employee shall
continue to receive an annual payment equal to 75% of the average of the annual
Base Salary plus the annual Bonus actually paid to the Employee for the three
fiscal years prior to the Termination Date, which shall continue to be paid at
the same time as the Corporation's standard payroll for its executive officers.
However, payments made to Employee for obligations under this paragraph 13 shall
not exceed the sum of $150,000 per year, gross income. If the Employee dies
during a Post Termination Non-Compete Period, then the Corporation shall be
obligated only to make payments hereunder up and through the month of the
Employee's death. Notwithstanding Section 10(c), the Employee's entitlement to
receive payments pursuant to this Section 13 during the Post Termination
Non-Compete Period shall be absolute (subject to relief as described below), and
the Corporation shall be obligated to make payments pursuant to this Section 13


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even though the Employee may be in breach of this Section 13, in which case, the
Corporation's sole remedy shall be to enjoin the Employee from violating the
provisions of this Section 13, subject, however, to a court order following a
full adjudication of the issues by a court of competent jurisdiction which may
provide for remedies in addition to injunctive relief, such as ordering,
following such full adjudication, that the Corporation may be relieved of its
obligation to make payments pursuant to this Section 13 if the Employee is found
in breach hereof.

         In the event of the Corporation's failure to timely pay any amounts
provided for in this Section 13 within five days of the due date thereof (other
than as a result of the Employee's prior breach of the Section 13), the
Corporation shall pay interest on such unpaid amounts at an annual rate equal to
the highest interest rate charged to the Corporation by any of its commercial
lenders from time to time. If the Corporation fails to make timely payment of
any amount due to the Employee under this Agreement, then, in addition to any
other remedies for a breach of this Agreement, the Employee shall no longer be
restrained from competing against the Corporation pursuant to this Section 13,
but the Employee shall remain entitled to the payments provided above during the
remaining Non-Competition Period.

         The Employee understands and acknowledges that, as of the Effective
Date: (i) Corporate Products include film, glass or quartz substrate phototools
that are used primarily in the manufacture of intricate, precise electronic
circuits used for circuit boards, semiconductors or flat panel displays; and
(ii) the geographic market in which the Corporation is actively marketing its
Corporate Products is the United States of America. The Employee understands and
acknowledges that the foregoing description of Corporate Products and the
geographic market may change, and the provisions of this Section 13 shall apply
to the Corporate Products and the geographic market of the Corporation in effect
upon the Termination Date.

         14) Registration Rights. The Corporation agrees to grant to the
Employee, beginning on the Termination Date, those registration rights set forth
in this Section 14 with respect to all shares of the Corporation's Common Stock
beneficially owned by the Employee on the Termination Date (the "REGISTRABLE
STOCK"). All registration rights shall terminate and be of no further force and
effect five years after the Termination Date.

                  (a) At any time after the Termination Date, the Employee may
         by notice in writing to the Corporation request the Corporation to
         register under the Securities Act of 1933, as amended (the "SECURITIES
         ACT"), all or any portion of shares of Registrable Stock held by the
         Employee for sale in the manner specified in such notice.
         Notwithstanding the foregoing, the Corporation will not be required to
         seek to cause a registration statement to become effective pursuant to
         this Section 14: (i) within a period of 90 days after the effective
         date of a registration statement filed by the Corporation; PROVIDED,
         HOWEVER, that the Corporation shall use its best efforts to cause a
         registration requested hereunder to be declared effective promptly
         following such period if such request is made during such period; or
         (ii) if the Corporation furnishes to the Employee a certificate signed
         by the President of the Corporation stating that in the good faith
         judgment of the Board of Directors it would be materially detrimental
         to the Corporation or its stockholders for a registration statement to
         be filed at such time, or that it would require disclosure of material
         nonpublic information relating to the Corporation which, in



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         the reasonable opinion of the Board of Directors, should not be
         disclosed, then the Corporation's obligation to use all reasonable
         efforts to register, qualify or comply under this Section 14(a) shall
         be deferred for a period not to exceed 90 days from the date of receipt
         of written request from the Employee.

                  Following receipt of any notice given under this Section
         14(a), the Corporation shall use its best efforts to register under the
         Securities Act the number of shares of Registrable Stock specified in
         such notice from the Employee. If and to the extent that such
         Registrable Stock may be registered on Form S-3 (or its equivalent),
         the Corporation shall use its best efforts to register such shares, but
         the Corporation shall not be obligated to register such shares pursuant
         to this sentence on more than three occasions. If and to the extent
         Form S-3 is not available on which to register such Registrable Stock,
         the Corporation shall be obligated to register the Employee's
         Registrable Stock under this Section 14(a) on one occasion only;
         PROVIDED, HOWEVER, that such obligation will be deemed satisfied only
         when a registration statement covering all shares of Registrable Stock
         specified in the Employee's notice (and which have not been registered
         on Form S-3 or withdrawn for sale under the method of disposition
         specified by the Employee), becomes effective.

                  (b) Whenever the Corporation proposes to file a registration
         statement in connection with the proposed offer and sale of any of its
         securities after the Termination Date, the Corporation shall give
         written notice thereof to the Employee. Upon the Employee's written
         request given within twenty (20) days after receipt of the
         Corporation's notice, the Corporation shall use its best efforts to
         cause all such shares of Registrable Stock as the Employee requests, to
         the extent the registration form to be used may be used for the
         registration of the Employee's Registrable Stock then owned, to be
         included in such registration. Notwithstanding the foregoing, the
         Corporation need not include the Registrable Stock in any registration
         statement if the underwriter or managing underwriter with respect to
         such proposed public offering determines, and has a reasonable basis
         for determining, that such inclusion would be inadvisable or
         detrimental to the success of that offering.

                  (c) If the Corporation is required under Section 14(a) or
         14(b) hereof to effect the registration of Registrable Stock under the
         Securities Act, the Corporation shall, at its expense, as expeditiously
         as possible:

                           (i) Pursuant to the Securities Act, prepare and file
                  with the Securities and Exchange Commission (the "COMMISSION")
                  a registration statement respecting the Registrable Stock and
                  use its best efforts, including preparing and filing all
                  reasonably necessary amendments and supplements to cause such
                  registration statement to become and remain effective until
                  the Registrable Stock covered by such registration statement
                  has been sold, but for no longer than two years following the
                  effective date of such registration; provided, however, that
                  if Form S-3 is not available for such amendments or
                  supplements, then the cost of such amendments or supplements
                  required more than one year after the date such registration
                  statement first became effective shall be shared equally
                  between the


                                       12
<PAGE>


                  Corporation and the Employee; FURTHER, PROVIDED, before filing
                  the registration statement or any amendments or supplements
                  thereto relating to the registration under this Section 14
                  above, the Corporation shall furnish to counsel for the
                  Employee copies of all such documents proposed to be filed,
                  which documents shall be subject to review and comment of such
                  counsel;

                           (ii) Enter into such customary agreements (including
                  underwriting agreements in customary form) and take all such
                  other actions as the Employee or the underwriters, if any,
                  reasonably request to expedite or facilitate the disposition
                  of the Registrable Stock (including effecting a stock split or
                  a combination of shares);

                           (iii) Furnish to the Employee such reasonable number
                  of copies of the registration statement, preliminary
                  prospectus, final prospectus and such other documents as the
                  Employee may reasonably request to facilitate the public
                  offering of such securities;

                           (iv) Register or qualify, at its sole expense, the
                  Registrable Stock under Minnesota securities laws. The
                  Corporation shall cooperate reasonably with the Employee to
                  register or qualify the Registrable Stock under such state
                  securities or blue sky laws of such jurisdictions other than
                  Minnesota: (A) as are reasonably appropriate for distributing
                  the Registrable Stock; or (B) as the Employee may reasonably
                  request within ten (10) days following the original filing of
                  such registration statement; PROVIDED, HOWEVER, that the
                  Corporation shall not for any purpose be required to execute a
                  general consent to service of process, to subject itself to
                  taxation, or to qualify to do business as a foreign
                  corporation in any jurisdiction where it is not so qualified;
                  and FURTHER, PROVIDED, that the Corporation shall not be
                  responsible for, or bear any costs or expenses with respect
                  to, the Employee's compliance with the securities laws of any
                  state other than Minnesota in the sale of all or any part of
                  the Registrable Stock, but may assist the Employee, at his
                  cost, with respect to such compliance. The Corporation may
                  require that the Employee advance amounts to the Corporation
                  which the Corporation determines is sufficient to cover
                  expenses which would otherwise be payable by the Employee
                  hereunder, as a condition to the Corporation's fulfillment of
                  any of its conditions under this Section 14.

                           (v) Notify the Employee, at any time when a
                  prospectus relating to the Registrable Stock must be delivered
                  under the Securities Act, that an event has occurred as the
                  result of which the prospectus included in the registration
                  statement contains an untrue statement of a material fact or
                  omits to state any material fact required to be stated therein
                  or necessary to make the statements therein not misleading;
                  and, at the Employee's request, prepare a supplement or
                  amendment to such prospectus as may be necessary to correct
                  any such statements or omissions;


                                       13
<PAGE>


                           (vi) If the Commission or any state securities
                  commission or agency issues a stop order suspending the
                  effectiveness of such registration statement or suspending or
                  preventing the use of any related prospectus or suspending the
                  qualification of any Registrable Stock included in the
                  registration statement for sale in any jurisdiction, the
                  Corporation shall use its best efforts to prevent the issuance
                  of any stop order or to obtain its withdrawal if such stop
                  order is issued;

                           (vii) Make available for inspection by the Employee
                  any underwriter participating in any disposition under such
                  registration statement and any attorney, accountant or other
                  agent retained by the Employee or any underwriter, all
                  financial and other records, pertinent corporate documents and
                  properties of the Corporation, and cause the Corporation's
                  officers, directors, employees and independent accountants to
                  supply all information reasonably requested by any such
                  investor, underwriter, attorney, accountant or agent in
                  connection with such registration statement; and

                           (viii) Otherwise use its best efforts to comply with
                  all applicable rules and regulations of the Commission, and
                  make available to its security holders, as soon as reasonably
                  practicable, an earnings statement covering the period of at
                  least twelve (12) months beginning with the first day of the
                  Corporation's first full calendar quarter after the effective
                  date of the Registration Statement, which earnings statement
                  will satisfy the provisions of Section 14(a) of the Securities
                  Act and Rule 158 thereunder.

                  (d) The Corporation shall not, directly or indirectly, enter
         into any merger, consolidation or reorganization in which the
         Corporation will not be the surviving corporation unless the proposed
         surviving corporation, before such merger, consolidation or
         reorganization agrees in writing to assume the Corporation's
         registration obligations under this Section 14, and for that purpose
         references hereunder to "REGISTRABLE STOCK" will be deemed to be
         references to the securities which Employee would be entitled to
         receive in exchange for shares of the Corporation's Common Stock under
         any such merger, consolidation or reorganization; PROVIDED, HOWEVER,
         that the provisions of this Section 14(d) will not apply in the event
         of any merger, consolidation or reorganization in which the Corporation
         is not the surviving corporation if all shareholders are entitled to
         receive in exchange for their Common Stock consideration consisting
         solely of: (i) cash; (ii) securities of the acquiring corporation which
         may be immediately sold to the public without registration under the
         Securities Act; or (iii) securities of the acquiring Corporation which
         the acquiring corporation has agreed to file a registration statement
         within ninety (90) days of completion of the transaction for resale to
         the public pursuant to the Securities Act.

                  (e) Except as is otherwise provided herein, the Corporation
         shall bear, respecting each registration effected pursuant to this
         Section 14, all fees, costs and expenses reasonably relating to such
         registration and the public offering; PROVIDED, HOWEVER: (i) that the
         Employee and other holders of the Corporation's stock participating in
         any such registration shall bear their pro rata share of the
         underwriting discounts and


                                       14
<PAGE>


         selling commissions; and (ii) the Employee shall bear any such fee,
         cost or expense which is not customary in such a registration and which
         is attributable solely to the Employee.

                  (f) The Corporation and the Employee agree to the following
         indemnification obligations in connection with the registration rights
         set forth herein:

                  (i) Except as otherwise stated in an underwriting agreement,
                  the Corporation shall indemnify and hold harmless the
                  Employee, and each of his successors, from and against, and
                  shall reimburse the Employee for any and all claims, actions,
                  demands, losses, damages, liabilities, costs and expenses
                  arising out of or based upon: (A) any untrue statement or
                  allegedly untrue statement of any material fact contained in a
                  registration statement, any prospectus contained therein or
                  any amendment or supplement thereto; or (B) the omission or
                  alleged omission of a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading; PROVIDED, HOWEVER, that the Corporation shall not
                  be liable to the extent that any such claim, action, demand,
                  loss, damage, liability, cost or expense arises out of or is
                  based upon an untrue statement or alleged untrue statement or
                  omission or alleged omission so made in reliance upon
                  information furnished by the Employee.

                           (ii) The Employee shall indemnify and hold harmless
                  the Corporation, each of its directors and officers, each
                  underwriter, if any, of the Corporation's securities covered
                  by such registration, each person who controls the Corporation
                  or such underwriter within the meaning of the Securities Act,
                  from and against, and shall reimburse such parties respecting
                  any and all losses, damages, liabilities, costs or expenses
                  arising out of or based upon: (A) any untrue or alleged untrue
                  statement of any material fact contained in a Registration
                  Statement or any amendment or supplement thereto; or (B) any
                  omission or alleged omission to state therein a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading, to the extent that such
                  untrue statement or alleged untrue statement or omission or
                  alleged omission was so made in reliance upon written
                  information furnished by the Employee for use in the
                  preparation thereof. In no event shall any indemnity under
                  this Section 14(f) exceed the net proceeds received by the
                  Employee from the sale of Registrable Stock.

                           (iii) A party to be indemnified under this Section 14
                  (an "INDEMNIFIED PARTY") shall promptly notify the
                  indemnifying party of the commencement of any action involving
                  the subject matter of the foregoing indemnity provision. The
                  indemnifying party will have the right to participate in and,
                  to the extent that it may wish, to assume the defense thereof,
                  with counsel reasonably satisfactory to the Indemnified Party.
                  Notwithstanding the foregoing, the Indemnified Party may
                  retain its own counsel, with the fees and expenses to be paid
                  by the indemnifying party, if representation of the
                  Indemnified Party by the counsel retained by the indemnifying
                  party would be inappropriate due to actual or potential
                  differing interests, as reasonably determined by either party,
                  between such Indemnified


                                       15
<PAGE>


                  Party and any other party represented by such counsel in such
                  proceeding. No indemnifying party shall be liable to an
                  Indemnified Party for any settlement of any action or claim
                  without the consent of the indemnifying party, which consent
                  shall not be unreasonably withheld. An indemnifying party
                  cannot consent to entry of any judgment or enter into any
                  settlement which does not include an unconditional release of
                  the Indemnified Party.

         15) Indemnification. The Corporation will indemnify the Employee (and
his legal representative or other successors) to the fullest extent permitted
(including payment of expenses in advance of final disposition of the
proceeding) by the laws of the State of Minnesota, as in effect a the time of
the subject act or omission, or the Articles of Incorporation and By-Laws of the
Corporation as in effect at such time or on the date of this Agreement,
whichever affords or afforded greater protection to the Employee; and the
Employee shall be entitled to the protection of any insurance policies the
Corporation may elect to maintain generally for the benefit of its directors and
officers, against all costs, charges and expenses whatsoever incurred or
sustained by him or his legal representatives in connection with any action,
suit or proceeding to which he (or his legal representative or other successors)
may be made a party by reason of his being or having been a director, officer or
employee of the Corporation or any of its subsidiaries of his serving of having
served any other enterprise as a director, officer or employee at the request of
the Corporation. The Corporation shall, promptly following its receipt of a
written request delivered by the Employee pursuant to Section 15 hereof, advance
to the Employee amounts in respect of attorneys' fees and other costs and
expenses incurred by him in connection with any such legal proceeding; provided,
however, that as a condition to such indemnification, the Employee shall be
required to execute an undertaking to repay the amount of any advances made by
the Company pursuant to this Section 15 if it is ultimately determined that he
is not entitled to be indemnified against such costs and expenses.

         16)      Miscellaneous.

                  (a) This Agreement embodies the entire agreement and
         understanding among the parties relative to subject matter hereof and
         supersedes all prior agreements and understandings relating to such
         subject matter.

                  (b) This Agreement and the rights of the parties shall be
         governed by and construed and enforced in accordance with the laws of
         the State of Minnesota. The venue for any action hereunder shall be in
         the State of Minnesota, whether or not such venue is convenient, and
         the parties consent to the jurisdiction of the courts of the state of
         Minnesota, County of Hennepin, and the United States District Court,
         District of Minnesota.

                  (c) This Agreement may be in several counterparts and as so
         executed shall constitute one agreement binding on the parties hereto.

                  (d) Except as herein or otherwise provided herein to the
         contrary, this Agreement shall be binding upon and inure to the benefit
         of the parties and their respective heirs, successors, assigns and
         personal representatives, PROVIDED, HOWEVER, that


                                       16
<PAGE>


         neither party may assign any of its rights or obligations hereunder
         without the prior written consent of the other party; and FURTHER,
         PROVIDED, that, upon the death of the Employee, the Registration Rights
         provided for in Section 14 herein shall inure to the benefit of those
         persons who become holders of Registrable Stock due to a transfer,
         without consideration, of such Registrable Stock, to a trust
         established by the Employee or due to the testamentary will or the laws
         of descent and distribution.

                  (e) All notices, requests and other communications hereunder
         shall be given in writing and deemed to have been duly given or served
         if personally delivered, or sent by first class, certified mail, return
         receipt requested, postage prepaid, to the party at the address as
         provided below, or to such other address as such party may hereafter
         designate by written notice to the other party:

                           (i) If to the Corporation, to the address of its then
                  principal executive offices.

                           (ii) If to Employee, to the address last shown in the
                  records of the Corporation.

                  (f) This Agreement shall not be modified or amended except by
         a written instrument signed by the parties.

                  (g) The invalidity or partial invalidity of any portion of
         this Agreement shall not invalidate the remainder thereof, and said
         remainder shall remain in full force and effect. Moreover, if one or
         more of the provisions contained in this Agreement shall, for any
         reason, be held to be excessively broad as to scope, activity, subject
         or otherwise, so as to be unenforceable at law, such provision or
         provisions shall be construed by the appropriate judicial body by
         limiting or reducing it or them, so as to be enforceable to the maximum
         extent compatible with then applicable law.

                  (h) The section headings contained in this Agreement are for
         reference purposes only and shall not in any way affect the meaning or
         interpretation of this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.

THE CORPORATION:                                  THE EMPLOYEE:

Infinite Graphics Incorporated


By: /s/ Robert P. Larson                          /s/ Clifford F. Stritch, Jr.
    ----------------------------                  -----------------------------
    Its:  Secretary                               Clifford F. Stritch, Jr.