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                                                                   EXHIBIT 10.15





                        Factory Card Outlet Corporation

                         Executive Severance Pay Plan
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                        Factory Card Outlet Corporation
                         Executive Severance Pay Plan


  1. Purpose. The Factory Card Outlet Corporation Executive Severance Pay Plan
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(the "Plan") as set forth herein and adopted effective __________________, 1999
(the "Effective Date"), is intended to further the interests of Factory Card
Outlet Corporation (the "Company") by allowing it to attract, recruit and retain
quality Executives by providing eligible Executives of the Company with certain
severance pay and other benefits in the event that the executive's employment is
terminated by the Company for any reason other than for Cause or Disability (as
defined herein).

  The Plan is an unfunded welfare benefit plan for purposes of the Employee
Retirement Income Security Act of 1974, as amended, (hereinafter "ERISA") and a
severance pay plan within the meaning of the United States Department of Labor
regulations section 2510.3-2(b). The Plan, as set forth herein supersedes any
prior severance plans, programs, or policies covering eligible employees, both
formal and informal.

  2. Eligibility.
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     (a)  An Executive (as defined below) shall be eligible for severance
     benefits determined in accordance with Paragraph 3 upon termination of
     employment by the Company for any reason other than Cause or Disability (as
     those terms are defined below).

     (b)  The term "Executive" shall include all employees designated by the
     Company as Senior Officers (includes Senior Vice-Presidents and above),
     Vice-Presidents and Directors for purposes of the Plan who have been
     continuously employed with the Company for at least twelve (12) months
     prior to termination of employment; provided, however, that the Company may
     from time to time, at its sole discretion and by resolution of the
     Company's Board of Directors, designate certain individuals as eligible
     Executives notwithstanding the aforementioned service requirement and upon
     such designation such individuals shall be listed in the schedule attached
     hereto as Exhibit B.

     (c)  For purposes of the Plan, the term "Cause" shall mean (i) the
     Executive's committing any felony or other crime involving dishonesty; (ii)
     any serious, intentional, willful or grossly negligent misconduct in the
     course of the Executive's employment; or (iii) the Executive's habitual
     neglect of the Executive's duties (other than on account of Disability),
     except that (iv) Cause as defined in clauses ii and iii shall not mean:

          (A)  bad judgment;

          (B)  negligence other than habitual neglect of duty;

          (C)  any act or omission believed by the Executive in good faith to
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               have been in or not opposed to the interest of the Company
               (without intent of the Executive to gain therefrom, directly or
               indirectly, a profit to which the Executive was not legally
               entitled); or

          (D)  any act or omission with respect to which notice of termination
               of employment of the Executive is given more than twelve (12)
               months after the date on which the Company knew or should have
               known of such act or omission.

     (d)  For purposes of the Plan, the term "Disability" means any medically
     determinable physical or mental impairment that has lasted for a continuous
     period of not less than three (3) months that can be expected to be
     permanent or of indefinite duration, and that renders the Executive unable
     to perform the duties required of his position.

  3. Severance Benefits. Eligible Executives shall be entitled to severance
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benefits as follows:

     (a)  Salary Continuation. Commencing with the first payroll period
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     following termination and submission of the completed Waiver and Release
     Agreement pursuant to paragraph 4 and consistent with the ordinary payroll
     practices of the Company, continued salary payments for the Severance
     Period (as defined below) at a rate equal to the Executive's salary
     payments immediately prior to termination of employment.

     (b)  Additional Payment.  A lump-sum payment equal to the bonus amount, if
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     any, pursuant to the bonus policies in effect at the time of termination
     that Executive would have been entitled to had the Executive remained
     employed until the end of the calendar year multiplied by a fraction the
     numerator of which shall be the number of full months of employment during
     the calendar year of termination and the denominator of which shall be 12.
     Such lump-sum payment shall be made by the Company at such time and in such
     manner as bonus payments for the calendar year are made to the Company's
     remaining executives.

     (c)  Medical Benefits.  For the Severance Period (as defined below),
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     continued eligibility for medical benefits equivalent to those available
     immediately prior to termination and Executive shall not be required to
     contribute more for such benefits than he was required to contribute
     immediately prior to termination.

     (d)  "Severance Period" shall have the following meaning:

          (i)   For Senior Officers, twelve (12) months.

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          (ii)  For Vice-Presidents, the greater of (A) six (6) months or (B)
          for (4) weeks for each full year of service, provided that such period
          shall not exceed twelve (12) months.

          (iii) For Directors, (A) the greater of three (3) months or (B) three
          weeks for each full year of service, provided that such period shall
          not exceed twenty-six (26) weeks.

     (e)  Stock Options and Other Benefits. Notwithstanding anything herein to
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     the contrary, the terms of this Plan shall not affect in any way the terms
     or conditions of any stock options that Executive may have been granted or
     benefits under any other Company benefit plan except and to the extent
     provided herein. Such options and other benefits shall continue to be
     governed by the provisions of applicable plans and agreements.

  4. Waiver and Release. In order to receive benefits under the Plan, an
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eligible Executive must submit a signed Waiver and Release Agreement to the Plan
Administrator on or within forty-five (45) days of his/her date of termination
of employment. The required Waiver and Release Agreement is attached hereto as
Exhibit A. An eligible employee may revoke his/her signed Waiver and Release
Agreement within seven (7) days of his/her signing the Waiver and Release
Agreement.

  Any such revocation must be made in writing and must be received by the Plan
Administrator within such seven (7) day period. An eligible employee who timely
revokes his/her Waiver and Release Agreement shall not be eligible to receive
any supplemental severance pay under the Plan. An eligible employee who timely-
submits a signed Waiver and Release Agreement form and who does not exercise
his/her right of revocation shall be eligible to receive supplemental severance
pay under the Plan.

  Eligible employees shall be encouraged to contact their personal attorney to
review the Waiver and Release Agreement from if they so desire.

  5. Plan Administration.
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     (a)  The Plan shall be administered by an individual or individuals
     designated by the Company (the "Committee") and which initially shall
     consist of Matthew Ellis, Glenn Frachi and Frederick Kraegel. The Company
     shall have the authority to expand or reduce the number of Committee
     members, and to designate, remove or replace the Committee members.

     (b)  The Committee shall have the sole responsibility for the
     administration of the Plan, and may adopt such rules and procedures as it
     deems necessary, desirable, or appropriate.

     (c)  The Committee shall have such powers as may be necessary to discharge
     its responsibility to administer the Plan, including but not limited to the

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     following:

          (i)   To issue rules and regulations necessary for the proper conduct
          and administration of the Plan and to change, alter, or amend such
          rules and regulations;

          (ii)  To construe the Plan and complete benefits payable thereunder;

          (iii) To determine all questions arising in its administration,
          including those relating to the eligibility of persons to become
          Executives; the rights of Executives, and their Beneficiaries; and its
          decision thereon shall be final and binding upon all persons
          hereunder;

          (iv)  To employ and suitably compensate such accountants and attorneys
          (who may but need not be the accountants or attorneys of the Company),
          other persons to render advice and clerical employees as it may deem
          necessary to the performance of its duties;

          (v)   To communicate the Plan and its eligibility requirements to the
          employees and to notify employees when they become eligible to
          participate; and

          (vi)  To make available to Executives upon request, for examination
          during business hours, such records as pertain exclusively to the
          examining Executive.

     (d)  Committee Liability. The Committee and the members thereof shall be
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     free from all liability, joint or several, for their acts as members of
     such Committee, except to the extent that they may have been guilty of
     willful misconduct, except as otherwise required by federal law.

     (e)  Construction of Plan and Decisions Final. The Company and the
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     Committee have full discretion to construe and interpret the Plan and to
     decide all matters within their respective jurisdictions, including factual
     matters, all questions concerning eligibility for participation and all
     questions relating to the amount and manner of providing benefits, and
     including the full discretion to resolve benefit appeals, and their
     decisions shall be final, binding and conclusive upon the Executive and
     every other person or party interested or concerned for all purposes.

  6. Non-Assignment. No benefits payable under the Plan shall be subject to any
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manner to assignment, anticipation, alienation, sale, transfer, pledge,
encumbrance, or charge, and any such attempted action shall be void and no such
benefit shall be in any manner liable for or subject to debts, contract,
liabilities, engagements, or torts of any Executive. If any Executive shall
become bankrupt or shall attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge any amount or benefit payable under the
plan, then the

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Committee in its discretion may hold or apply such benefit or any part thereof
to or for the benefit of such Executive or his beneficiary, his spouse,
children, blood relatives, or other dependents, in such manner and in such
proportions as the administrator may consider proper.

  7.  Amendment and Termination. The Plan shall not be amended or terminated for
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a period of twelve (12) months commencing on the effective date hereof.
Thereafter, the Company shall have the right to amend or terminate this Plan;
provided, however, that no such amendment or termination shall be effective
without twelve (12) months prior written notice to Executives.

  8.  Continued Employment. Neither the Plan nor any of its provisions shall be
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construed as giving any Executive of the Company a right to continue in the
employ of the Company, or as a limitation of the Company's right to discharge
any of its employees, with or without cause.

  9.  Severability. If any provision of the Plan is found, held or deemed by a
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by a court of competent jurisdiction to be void, unlawful or unenforceable under
any applicable statute or other controlling law, the remainder of the Plan shall
continue in full force and effect.

  10. Plan Year. The ERISA plan year of the Plan shall be the twelve month
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period commencing on January 1 of each year; provided, however, that the first
plan year shall be a short plan year commencing on the Effective Date and ending
on December 31, 1999.

  11. Successors. The Plan shall be binding upon any successor of the Company
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whether by merger, consolidation, or sale of all or substantially all of the
Company's assets.

  12. Governing Law. The Plan shall be construed and enforced according to the
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Employee Retirement Income Security Act of 1974 ("ERISA"), and the laws of the
State of Illinois, other than its laws respecting choice of law, to the extent
not preempted by ERISA.

  IN WITNESS WHEREOF, this Plan is executed by a duly authorized officer of the
Company.


Dated:  _______________, 1999      FACTORY CARD OUTLET


                                   By:_______________________________
                                   Its:  ____________________________

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                                   EXHIBIT A
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                              Waiver and Release


     In consideration of the benefits provided under the Factory Card Outlet
Executive Severance Pay Plan (the "Plan"), Factory Card Outlet (the "Company")
and the undersigned Executive, and any person acting, through, or under the
Executive or the Company, hereby release, waive, and forever discharge each
other, their agents, subsidiaries, affiliates, employees, officers,
shareholders, successors, and assigns (if any) from any and all liability,
actions, charges, causes of action, demands, damages, or claims for relief or
remuneration of any kind whatsoever, whether known or unknown at this time,
arising out of, or connection with, Executive's employment with the Company
(other than indemnification to which the Executive may entitled under the
Company's bylaws, policies or agreements (now or hereafter maintained) with
regard to the indemnification of its executive officers or directors),
Executive's decision to resign, and/or the termination of the Executive's
employment, including, but not limited to, all matters in law, in equity, in
contract, or in tort, or pursuant to statute, including any claim by Executive
for age or other types of discrimination under the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964, the Americans With
Disabilities Act, or any other federal, state, or local law or ordinance (the
"Waiver").  This Waiver does not apply to any rights or claims that may arise
under the Age Discrimination in Employment Act after the date that Executive
signs this Agreement.  Executive acknowledges that he has read the above Waiver
and is voluntarily executing this Waiver and Agreement.

     Executive acknowledges that he has been advised in writing to consult with
an attorney prior to signing this Waiver, and was given at least twenty one (21)
days within which to consider this Agreement, including the Waiver, before
signing this Waiver and Agreement. Executive also acknowledges that he
understands that if he signs the Waiver, he may revoke the Waiver and the
Agreement within seven (7) days of signing the Waiver. The Agreement and the
Waiver will therefore not be effective until seven (7) days after the Waiver is
signed.

     This Waiver does not apply to any benefits to which the Executive may be
entitled under any Company sponsored tax qualified retirement or savings plan.


Dated:______________________
                                        FACTORY CARD OUTLET

                                        By:___________________________________
                                        Its:  ________________________________


                                        EXECUTIVE:

                        ______________________________
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                                   EXHIBIT B
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                Eligible Executive With Less Then 12 Months of Employment
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Timothy Gower

Frederick Kraegel