EMPLOYMENT AGREEMENT (this "Agreement"), dated as of ___________ , by and between ___________ , a ______ corporation having its principal place of business at (the "Corporation"), _____________, ___________, _______________ and __________, residing at _____________, ___________, _______________ (the "Employee").


WHEREAS, the Corporation desires to employ the Employee, and the Employee desires to accept such employment on the terms and conditions herein contained;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. TERM. The Corporation hereby employs the Employee and the Employee hereby accepts employment as an employee of the Corporation. The Employee's employment by the Corporation pursuant to the terms of this Agreement shall commence on the date hereof and except as otherwise provided in section 5 hereof. Employee's employment by the Corporation shall continue in full force and effect until ______________, _______ of each year being the Corporation's fiscal year-end ("Fiscal Year-End").

2. SERVICES. During the period of employment hereunder, the Employee shall, except as hereinafter provided, devote his full business time and efforts to the business and affairs of the Corporation. The Employee shall use his best efforts to promote the business of the Corporation and perform such duties for the Corporation as shall be assigned to him by the executive officers of the Corporation. The Employee shall be reimbursed for all travel and other expenses incidental to the performance of services hereunder in accordance with Section 4 hereof. The Corporation agrees that, consistent with the foregoing, the Employee may devote such time and attention as is reasonably necessary to his personal and other financial affairs.

3. COMPENSATION. The Corporation shall compensate the Employee for all services to be rendered by him hereunder by paying the Employee a base salary at the rate of no less than $______ per annum. Such salary shall be payable in accordance any time by:
with the usual salary payment practices of the Corporation and, in the event that this Agreement is terminated pursuant to Section 5 of this Agreement, the Corporation shall have no further obligations to the Employee.

4. EXPENSES. The Employee is authorized to incur for and on behalf of the Corporation reasonable expenses in promoting the business of the Corporation, including reasonable expenses for business organization memberships, entertainment, travel and similar items. The Corporation will pay and/or reimburse the Employee for all such reasonable expenses upon presentation by the Employee from time to time of itemized written accounts for such expenditures.

5. TERMINATION. This Agreement may be terminated at any time by:
(a) the death of the Employee or Disability (as hereafter defined) of the Employee rendering the Employee unable to perform his duties hereunder for a period of three (3) consecutive months; or
(b) the Corporation, with cause, upon ten (10) days' notice to the Employee. For purposes of this Section 5, the term "cause" shall mean only that the Employee (i) has been grossly negligent in the performance of his duties hereunder, (ii) has willfully disregarded his duties hereunder, (iii) has been convicted of a criminal offense (other than minor infractions such as traffic violations or similar of tenses) or embezzlement or misappropriation of the Corporation's funds, or (iv) has, on two (2) separate occasions, remained negligent in the performance of his duties for a period of ten (10) days following written notice thereof by the Board of Directors.

As used herein, "Disability" shall mean the Employee's inability to perform the substantial and material duties of his position by reason of illness or incapacity for a period of three (3) consecutive months. In the event there is an irreconcilable.' dispute over whether the Employee is permanently incapacitated or disabled to the aforesaid degree, the Employee and the Corporation shall each select/a medical doctor, both of whom shall have reasonable familiarity with the impairment alleged. These medical doctors shall select a third medical doctor and the opinion of any two of the three doctors that the Employee is or is not incapacitated or disabled to the aforesaid degree shall be binding upon the parties hereto. All three such medical doctors shall be in practice within thirty (30) miles of the Employee's principal place of business and shall examine the individual at least twice before rendering an opinion on the state of the Employee's capacity or ability to perform his duties. All such examinations, to the extent not covered by insurance, shall be at the Corporation's expense; or

[(c) the termination of the Operating and Engagement Agreement, dated as of November 1, 2001, by and among

_____________,_______________________, and


(d) The Employee acknowledges that if his employment continues beyond the two (2) year term of this Agreement, whether under this Agreement or otherwise, then such employment shall be at will and may be terminated by him or by the Corporation at any time for any reason or for no reason.

6. DEVELOPMENTS. All Developments (hereafter defined) that are at any time made by the Employee, acting alone or in conjunction with others, during the Employee's employment hereunder, or during one (1) year after the termination of the Employee's employment hereunder, shall be the property of the Corporation, free of any reserved or other rights of any kind on the Employee's part. During the Employee's employment hereunder and thereafter the Employee shall promptly make full disclosure of any such Developments to the Corporation and, at the Corporation's cost and expense, do all acts and things (including, among others, the execution and delivery under oath of patent and copyright applications and instruments of assignment) deemed by the Corporation to be necessary at any time in order to effect the full assignment to the Corporation of the Employee's right and title to such Developments. As used herein, "Developments" shall mean those discoveries, developments, programs, concepts and ideas, whether or not patentable or copyrightable, made by the Employee during his employment (and one year thereafter) by _______________________.

7. CONFIDENTIALITY. The Employee agrees that, during the term of and at any and all times after the termination of this Agreement, he shall not divulge, furnish or make accessible to any person, corporation, partnership, trust or other organization or entity, or use for himself any information, trade secrets, technical data or know-how relating to the business, business practices, methods, products, processes, equipment or any confidential or secret aspect of the business of the Corporation or its " clients, without the prior written consent of the Corporation. Notwithstanding the foregoing, the restrictions set forth in this Section 7 shall not apply to information that is (1) in the public domain through no act of the Employee in violation of this agreement, (2) obtained by the Employee from a third party without breach of any agreement with, .or obligation of confidentiality to,___________ , (3) already known to the Employee, or is subsequently developed by the Employee independently and without breach of this Agreement, and the Employee can reasonably demonstrate that such is the case, or, (4) disclosed pursuant to a court order or the requirement of any duly constituted government agency or other authority having jurisdiction over the Employee. For purposes of this Section 7. "third party" shall mean a party other than the corporation or its clients.

8. NON-COMPETITION. The Employee covenants and agrees that he will not, for the period of his employment hereunder, and for two (2) years thereafter, engage directly or indirectly in any business activities, either as principal agent or consultant, or through any corporation, form or organization in which he may be an officer, director, employee, shareholder, partner, member or be otherwise affiliated that are in competition with those activities of the Corporation with which the Employee is directly or indirectly involved as a result of his employment hereunder.

9. VACATION AND EMPLOYEE BENEFITS. In addition to the compensation set forth in Section 3 hereof, the Employee shall be entitled each year of the term of this Agreement to such vacation time as is regularly provided to employees of the corporation (other than executives) and such additional time as shall be reasonably required to attend professional meetings, conventions, educational seminars and institutes and other meetings of a similar nature (in each case relating to the business of the Corporation), during which time his compensation shall be paid in full. In addition the Employee shall be entitled to all other benefits generally available to the employees of the Corporation (except those benefits that are available solely to executives of the Corporation), including, without limitation, life insurance, disability and major medical group plans.

10. LIFE INSURANCE. The Employee agrees that the Corporation may procure insurance on the life of the Employee, in such amounts as the Corporation may in its discretion determine, and with the Corporation named as the beneficiary under the policies. The Employee agrees that upon request from the Corporation he will submit to all necessary physical examinations and will execute 'such applications and other documents as may be required for the procurement of such insurance.

11. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding between the parties and merges and supersedes all prior discussions, agreements and understandings of every kind and nature. No variation hereof shall be deemed valid unless in writing and signed by the party to be bound thereby and no discharge of the terms hereof shall be deemed valid unless by full performance by the parties or by writing signed by the parties. No waiver by a party of any breach by the other party of any provision or condition of this Agreement by him or it to be performed shall be deemed a waiver of the breach of a similar or dissimilar provision or condition at the same time or any prior or subsequent time or of the provision or condition itself.

12. NOTICES. All notices relating to this Agreement shall be in writing and shall be deemed to have been given at the time when delivered personally, against appropriate receipt, or when mailed in any general or branch office of the United States Postal Service, by registered or certified mail, postage prepaid, return receipt requested, addressed to the address of the other party herein before set forth, or to such changed address as the other party may fix by notice; provided, however, that any notice of change of address shall be effective only upon receipt.

13. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns/including without limitation any person, corporation, partnership, trust or other organization which may acquire all or substantially all of the corporation's assets and business or with or into which the Corporation may be consolidated or merged, and the Employee, his heirs, executors, administrators and legal representatives, provided that the obligations of the Employee hereunder may not be delegated.

14. NO-CONFLICT STATEMENT. The Employee hereby agrees to sign the Conflict of Interest Statement, a form of which is attached hereto as Exhibit A, as frequently as AG may reasonably request.

15. SEVERABILITY. If any provision of this Agreement or the application of any provision to this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected except to the extent necessary to delete such illegal, invalid or unenforceable provision, unless such declaration shall substantially impair the benefit of the remaining portions of this Agreement.

16.GOVERNING LAW. This Agreement shall be governed by the laws of the State of _________, without giving effect to the principles of conflicts of law.


IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day arid year first written above.


By:   __________________

Title: __________________




We are sending Conflict of Interest Statements to all employees who are in a position to influence business activities with a supplier, or customer of ______ ("Company") or American Greetings Corporation ("AG") or ________ ("______________"). Your responses to the following questions are required.

After reading the attached, the following questions must be answered.

If you have any outside interests, indicate so' by checking the Yes block for the appropriate questions and use the reverse side of this form to explain the circumstances.

It is most important that all Statements be returned immediately.

During the past twelve months did you, or any member of your immediate family either directly or indirectly:

1. Own any stock or securities valued at 1/2 of 1% or more of the voting stock of a supplier, customer, or competitor of the Company, AG or __________ whose stock or securities are quoted in the over-the-counter market, or listed on a recognized securities exchange? YES NO

2. Have any ownership interest in any customer, supplier, or competitor of the Company, AG or _____________ whose stock or securities are not listed on a recognized exchange or quoted over-the-counter market? Yes No

3. Serve as a director, officer, or consultant in any capacity with any organization that is a customer, supplier, or competitor of the Company, AG or ______________ or which represents or acts for any customer or supplier in its dealings with the company? YES No

4. Have any arrangements for the receipt of any form of compensation or derive any financial benefit from a customer, supplier, or competitor, or from any organization that acts or represents any customer or supplier in its dealings with the Company, AG or_____________? Yes No

5. Have any financial interest in any transaction between the Company, AG or __________\_____ and any third party? YES No

6. Receive from any customer, supplier, or competitor of the Company, AG or_________ any gift of more than nominal value? YES NO


CONFLICT OF INTEREST. No employee shall directly or indirectly maintain any outside business or financial activity, that conflicts with the interests of the Company or that interferes with the employee's ability to discharge his/her corporate duties fully. 1. Financial interests in Other organizations.

A conflict of interest may exist when a Company employee or a relative of such an employee holds substantial* financial interest in, or receives compensation from, any business organization that has current or prospective business with the Company, AG or _________as a contractor, or supplier of goods or services, or competes with

the Company, AG or__________ in buying or selling of goods and services.

*A substantial conflict is not likely to exist if such financial interest is in stocks or bonds that are traded on a recognized stock exchange or reported through the automated quotation system of a registered securities association where the interest does not exceed 1/2 of 1% of the voting stock or other class of securities of such corporation.

2. Compensation for Services for Other Organizations. A conflict of interest may exist when a Company employee receives compensation for services rendered as a director, officer, employee, consultant or agent of another organization and such other organization has current or prospective dealings with the Company, AG or____________ as a supplier, contractor, or customer. Similarly, a conflict of interest may exist 'when an employee undertakes to engage in an independent business venture or to perform work or services for another business or organization to the extent that the activity prevents such employee from devoting the time and effort to the Company's business which his/her position requires.

3. Receipts of Gifts or Favors. A Company employee should not accept any gift of more than nominal value or favor from any organization having current or prospective dealings with the Company, AG or ____________ as a supplier, contractor, or customer. Any gift of more than nominal value should be returned to the donor with an appropriate explanation.

4. Misuse of Confidential Information. A conflict of interest may exist when an employee uses for personal gain or for the benefit of others any confidential information obtained as a result of his/her employment. Any such occurrences are grounds for the immediate dismissal of the employee.

5. Patents and Inventions. Inventions made by an employee in the performance of his/her job become the property of the Company. The Company may desire to obtain patents on such inventions, in which cases the patents are applied for by the Company, in the name of the inventor(s), and assigned to the Company. Reporting

Every Company employee must report promptly in writing and through regular channels to the President the nature and extent of any conflict of interests currently in existence or hereafter acquired by the individual or any of their relatives. Notice of the decision made by the President of the company shall be transmitted in writing to the employee. If so required, the employee must promptly dispose of the conflict or cause it to be disposed of or sever their relationship with the Company.