<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>xex_10-1.txt
<TEXT>




                                                             EXHIBIT 10.1
                                                             ------------

                              ESCROW AGREEMENT
                              ----------------

        This is an Escrow Agreement dated as of March 30, 2009, among
   PSQ, LLC, a Kentucky limited liability company ("PSQ"), General
   Employment Enterprises, Inc., an Illinois corporation ("GEE") (PSQ and
   GEE being the "Parties") and The Park Avenue Bank (the "Escrow Agent")
   (the Parties and the Escrow Agent being collectively the "parties").

                                  RECITALS
                                  --------

        Whereas, GEE and PSQ have entered into a Securities Purchase and
   Tender Offer Agreement dated the date hereof (the "Purchase
   Agreement") pursuant to which, among other things, PSQ has agreed to
   purchase 7,700,000 shares of GEE common stock for $1,925,000 (the
   "Shares" and "Purchase Price," respectively); and

        Whereas, PSQ and GEE have agreed that PSQ will deposit the
   Purchase Price into escrow with the Escrow Agent upon execution of the
   Purchase Agreement to (i) secure (a) payment of the Purchase Price to
   GEE upon consummation of the purchase and sale of the Shares
   contemplated by the Purchase Agreement, or (b) payment of a
   termination fee and reimbursement of expenses to GEE if the Purchase
   Agreement is terminated under certain circumstances, or (ii) be
   returned to PSQ if the Purchase Agreement is terminated under
   circumstances not requiring payment of such termination fee and
   reimbursement of such expenses to GEE, as more fully set forth in the
   Purchase Agreement.

        Now, therefore, the parties agree as follows:

                                 AGREEMENTS
                                 ----------

        1.   AGENCY.  The Escrow Agent shall act as escrow agent for GEE
   and PSQ in accordance with the terms and conditions of this Agreement.

        2.   DEPOSIT.  PSQ has deposited the Purchase Price with Escrow
   Agent, and the Escrow Agent hereby acknowledges the receipt from PSQ
   of the Purchase Price and agrees that the Purchase Price is to be held
   in escrow by the Escrow Agent on the terms hereinafter set forth. The
   Parties hereby direct the Escrow Agent to deposit the Purchase Price
   in the following negotiable securities which qualify for immediate
   withdrawal of the Purchase Price ("Permitted Investments"): debt
   securities issued or guaranteed by the United States Government, FDIC
   fully-insured Non-Interest Bearing Transaction Account with a bank,
   such as and including the Park Avenue Bank of 460 Park Avenue, New
   York, NY 10022, with total resources (assets) of at least
   $500,000,000, prime commercial paper, or such other debt securities
   agreed to by the Parties.  The collective amount of the Purchase Price




   and the Escrow Earnings (as defined below) is referred to herein as
   the "Escrow Fund", and the funds included in the Escrow Fund are
   referred to herein as the "Escrowed Funds".

        3.   EARNINGS ON ESCROW FUND.  Earnings on Permitted Investments
   (including, without limitation, any interest accrued thereon and any
   other profit realized therefrom) shall be credited, and any loss
   resulting from Permitted Investments shall be charged to, the Escrow
   Fund (the actual amount of such earnings (and interest or other
   profit) and losses from time to time is referred to herein as the
   "Escrow Earnings").  The Escrow Earnings shall include the earnings
   earned with respect to (a) the Escrow Fund and (b) the Escrow Earnings
   previously earned with respect to such Escrow Fund, and shall become a
   part of, and shall be included in, the Escrow Fund.

        4.   RELEASE OF ESCROWED FUNDS.
             ------------------------

             4.1  The Escrow Agent shall hold the Escrowed Funds in its
   possession in an escrow account in the name of the Escrow Agent until
   authorized or required to deliver all or any portion of such Escrowed
   Funds as follows:

                  (a)  Upon receipt of a certificate requesting the
   delivery of Escrowed Funds signed by GEE and PSQ (a "Joint
   Certificate"), the Escrow Agent shall deliver all or a portion of the
   Escrowed Funds to GEE and/or PSQ as directed in such certificate, to
   the extent there are Escrowed Funds remaining in the Escrow Fund; or

                  (b)  Upon receipt of a final, non-appealable award or
   order of a court of competent jurisdiction forwarded by GEE or PSQ and
   certified in writing by the party making such delivery as genuine and
   binding upon the parties with respect to payment of all or any portion
   of the Escrow Fund ("Judgment"), the Escrow Agent shall deliver the
   amount of the Escrowed Funds contained in such award or order to GEE
   and/or PSQ, to the extent there are remaining Escrowed Funds, as
   directed in such award or order.

             4.2  If the Closing (as defined in the Purchase Agreement)
   occurs, GEE and PSQ agree to deliver to the Escrow Agent no later than
   the Closing Date (as defined in the Purchase Agreement) a Joint
   Certificate directing the Escrow Agent to distribute to GEE out of the
   Escrowed Funds an amount equal to the Purchase Price by wire transfer
   of immediately available funds on the Closing Date to an account
   specified by GEE.

             4.3  If the Purchase Agreement is terminated under
   circumstances in which PSQ is required to pay a termination fee and
   reimburse expenses to GEE as specified in Section 6.2(b) of the
   Purchase Agreement, GEE and PSQ agree to deliver to the Escrow Agent
   no later than three days after the termination of the Purchase
   Agreement a Joint Certificate directing the Escrow Agent to distribute

                                      2




   (a) first, to GEE out of the Escrow Fund, within two days after the
   Escrow Agent's receipt of such Joint Certificate, an amount equal to
   the termination fee and the expense reimbursement amounts specified in
   Section 6.2(b) of the Purchase Agreement, which distribution shall be
   made to GEE by wire transfer of immediately available funds to an
   account specified by GEE, and (b) second, to PSQ, the remaining
   Escrowed Funds (if any), within two days after the Escrow Agent's
   receipt of such Joint Certificate, which distribution shall be made to
   PSQ by wire transfer of immediately available funds to an account
   specified by PSQ.

             4.4  If the Purchase Agreement is terminated under
   circumstances in which PSQ is not required to pay a termination fee or
   reimburse expenses to GEE as specified in Section 6.2(b) of the
   Purchase Agreement, GEE and PSQ agree to deliver to the Escrow Agent
   no later than three days after the termination of the Purchase
   Agreement a Joint Certificate directing the Escrow Agent to distribute
   to PSQ the Escrowed Funds within two days after the Escrow Agent's
   receipt of such Joint Certificate, which distribution shall be made to
   PSQ by wire transfer of immediately available funds to an account
   specified by PSQ.

        5.   TAXES AND CHARGES ON ESCROW FUND.  PSQ shall be responsible
   for and shall pay and discharge all taxes, assessments and
   governmental charges imposed on or with respect to the Escrow Fund.
   If requested by the Escrow Agent, PSQ agrees to provide the Escrow
   Agent with a certified tax identification number by signing and
   returning a Form W-9, regardless of whether or not PSQ is exempt from
   reporting or withholding requirements under the Internal Revenue Code
   of 1986.

        6.   TERMINATION.  Escrow Agent's services hereunder shall
   terminate upon the disbursement of all of the Escrowed Funds from the
   Escrow Fund in accordance with paragraph 4 above.

        7.   FEE.  Escrow Agent shall receive a fee of $500.00 for its
   services hereunder, along with reimbursement for out-of-pocket
   expenses incurred in connection with such services and this Agreement.
   PSQ shall be responsible for all of the Escrow Agent's fees and
   expenses.

        8.   PROVISIONS CONCERNING THE ESCROW AGENT.

             8.1  Escrow Agent may resign and be discharged from its
   duties hereunder at any time by giving notice of such resignation to
   the Parties specifying a date when such resignation shall take effect.
   The Parties may remove the Escrow Agent as escrow agent by giving
   joint notice of such removal to the Escrow Agent and specifying a date
   when such removal shall take effect.  Upon such notice, the Parties
   shall jointly appoint a successor escrow agent, such successor escrow
   agent to become escrow agent hereunder upon the resignation or removal
   date specified in the appropriate notice.  Escrow Agent shall continue

                                      3




   to serve until its successor accepts its appointment as successor
   Escrow Agent and receives the Escrowed Funds.

             8.2  Escrow Agent undertakes to perform such duties as are
   specifically set forth herein and may conclusively rely, and shall be
   protected in acting or refraining from acting, on any written notice,
   instrument, or signature believed by it to be genuine and to have been
   signed or presented by the proper party or parties duly authorized to
   do so.

             8.3  The Escrow Agent shall not be liable for any action
   taken or omitted to be taken by it in good faith and believed by it to
   be authorized hereby or within the rights or powers conferred upon it
   hereunder, nor for any action taken or omitted to be taken by it in
   good faith, and in accordance with the advice of counsel (which
   counsel may be of Escrow Agent's own choosing), and shall not be
   liable for any mistake of fact or error of judgment or for any acts or
   omissions of any kind unless caused by willful misconduct or gross
   negligence.

             8.4  The Parties agree to indemnify the Escrow Agent and
   hold it harmless against any and all liabilities incurred by it
   hereunder, except in the case where such liabilities result from its
   own willful misconduct or gross negligence.

        9.   MISCELLANEOUS.
             -------------

             9.1  This Agreement and the legal relations among the
   parties shall be governed by and construed in accordance with the laws
   of the state of New York, without regard to conflicts of laws
   principles.

             9.2  All notices and other communications shall be in
   writing, shall be given either by  telecopy to the numbers set forth
   after the parties name or such other telecopy number as shall be given
   to such party.

             9.3  This Agreement may be amended, supplemented or
   modified, and any provision hereof may be waived, only pursuant to a
   written instrument making specific reference to this Agreement signed
   by each of the parties hereto.

             9.4  This Agreement and the Purchase Agreement constitute
   the entire agreement among the parties pertaining to the subject
   matter contained herein.

        IN WITNESS WHEREOF, the parties have duly executed and delivered
   this Agreement as of the date first above written.




                                      4




   THE PARK AVENUE BANK
   ESCROW AGENT:


   By:  /s/ Matthew L. Morris
        Matthew L. Morris
   Title:  SVP
   Fax#  212-223-8086


   GENERAL EMPLOYMENT ENTERPRISES, INC.


   By:  /s/ Kent M. Yauch
   Title:  Vice President, Chief Financial Officer and Treasurer
   Fax# 630-954-0595


   PSQ, LLC


   By: /s/ Stephen B. Pence
       Stephen B. Pence, sole member
       Fax# 502-736-6205





























                                      5
</TEXT>
</DOCUMENT>
