<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>xex_10-3.txt
<TEXT>




                                                             EXHIBIT 10.3
                                                             ------------

                        REGISTRATION RIGHTS AGREEMENT

             This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is
   made as of March 30, 2009 by and among (i) General Employment
   Enterprises, Inc., an Illinois corporation (the "COMPANY"), (ii) PSQ,
   LLC, a Kentucky limited liability company ("PSQ"), and (iii) Herbert
   F. Imhoff, Jr. ("MR. IMHOFF").  Capitalized terms used but not
   otherwise defined herein have the meanings assigned such terms in
   SECTION 8 hereof.

             WHEREAS, the Company and PSQ are parties to a Securities
   Purchase and Tender Offer Agreement entered into on the date hereof
   (the "PURCHASE AGREEMENT") pursuant to which, subject to the terms and
   conditions of the Purchase Agreement, among other things, PSQ has
   agreed to (i) purchase from the Company 7,700,000 newly issued shares
   of common stock, no par value (the "COMMON STOCK"), of the Company,
   and (ii) commence a cash tender offer to purchase from the Company's
   shareholders up to 2,500,000 outstanding shares of Common Stock;

             WHEREAS, Mr. Imhoff, the Company and PSQ are parties to a
   Consulting Agreement entered into on the date hereof (the "CONSULTING
   AGREEMENT") pursuant to which, subject to the terms and conditions of
   the Consulting Agreement, among other things, the Company will issue
   to Mr. Imhoff 500,000 shares of Common Stock at the closing of the
   transactions contemplated by the Purchase Agreement; and

             WHEREAS, in order to induce PSQ to enter into the Purchase
   Agreement and Mr. Imhoff to enter into the Consulting Agreement, the
   Company has agreed to provide the registration rights set forth in
   this Agreement.

             NOW, THEREFORE, in consideration of the mutual covenants
   contained herein and other good and valuable consideration, the
   receipt and sufficiency of which are hereby acknowledged, the parties
   to this Agreement hereby agree as follows:

        1.   DEMAND REGISTRATIONS.
             --------------------

             (a)  REQUESTS FOR REGISTRATION.  At any time after the two-
   year anniversary of the Closing Date, PSQ may request registration
   under the Securities Act of all or any portion of its Registrable
   Securities on Form S-1 or any similar long-form registration ("LONG-
   FORM REGISTRATION"), or, if available, Form S-2 or S-3 or any similar
   Short-Form Registration ("SHORT-FORM REGISTRATIONS").  All
   registrations requested pursuant to this SECTION 1(a), SECTION 1(b) or
   SECTION 1(c) are referred to herein as "DEMAND REGISTRATIONS".  Each
   request for a Demand Registration made pursuant to this SECTION 1(a)
   shall specify the approximate number of PSQ Registrable Securities
   requested to be registered and the anticipated per share price range
   of such offering.  Within ten days after receipt of any such request,




   the Company shall give written notice of such requested registration
   to the holders of Imhoff Registrable Securities, and shall include in
   such registration all Imhoff Registrable Securities with respect to
   which the Company has received written requests for inclusion therein
   within 20 business days after the receipt of the Company's notice.

             (b)  LONG-FORM REGISTRATIONS.  PSQ shall be entitled to
   request two Long-Form Registrations in which the Company shall pay all
   Registration Expenses ("COMPANY-PAID LONG-FORM REGISTRATIONS").  A
   registration shall not count as one of the permitted Long-Form
   Registrations until it has become effective and no Company-paid Long-
   Form Registration shall count as one of the permitted Long-Form
   Registrations unless the holders of Registrable Securities are able to
   register and sell at least 90% of the Registrable Securities requested
   to be included in such registration; PROVIDED, that in any event the
   Company shall pay all Registration Expenses in connection with any
   registration initiated as a Company-paid Long-Form Registration
   whether or not it has become effective and whether or not such
   registration has counted as one of the permitted Company-paid Long-
   Form Registrations.

             (c)  SHORT-FORM REGISTRATIONS.  In addition to the Long-Form
   Registrations provided pursuant to SECTION 1(b), at any time after the
   two-year anniversary of the Closing Date, PSQ shall be entitled to
   request unlimited Short-Form Registrations.  Each request for a Short
   Form Registration under this subsection (c) shall specify the
   approximate number of Registrable Securities requested to be
   registered and the anticipated per share price range of such offering.
   Within ten days after receipt of any such request, the Company shall
   give written notice of such requested registration to the holders of
   Imhoff Registrable Securities and shall include in such registration
   all Imhoff Registrable Securities with respect to which the Company
   has received written requests for inclusion therein within 20 business
   days after the receipt of the Company's notice.  The Company shall pay
   all Registration Expenses in connection with a Short-Form
   Registration.  Demand Registrations shall be Short-Form Registrations
   whenever the Company is permitted to use any applicable short form.
   The Company shall use its reasonable best efforts to make Short-Form
   Registrations on Form S-3 available for the sale of Registrable
   Securities.  The Registrable Securities initially proposed to be
   included in any Short Form Registration shall have an aggregate
   offering value of at least $500,000 (determined as of the date of the
   demand).

             (d)  PRIORITY ON DEMAND REGISTRATION.  The Company shall not
   include in any Demand Registration any securities which are not
   Registrable Securities without the prior written consent of PSQ.  If a
   Demand Registration is an underwritten offering and the managing
   underwriters advise the Company in writing that in their opinion the
   number of Registrable Securities and, if permitted hereunder,
   securities requested to be included in such offering exceeds the
   number of Registrable Securities and other securities, if any, which

                                      2




   can be sold in an orderly manner in such offering within the price
   range acceptable to PSQ without adversely affecting the marketability
   of the offering, the Company shall include in such registration prior
   to the inclusion of any securities which are not Registrable
   Securities, the number of Registrable Securities requested to be
   included which in the opinion of such underwriters can be sold in an
   orderly manner within the price range of such offering, pro rata among
   the holders of Registrable Securities to be included in such
   registration on the basis of the amount of Registrable Securities
   owned by each such holder.  Without the consent of the Company and the
   holders of a majority of the Registrable Securities included in such
   registration, any Persons (other than holders of Registrable
   Securities) who participate in Demand Registrations which are not at
   the Company's expense must pay their share of the Registration
   Expenses as provided in SECTION 4 hereof.

             (e)  RESTRICTIONS ON LONG-FORM REGISTRATIONS.  The
   Registrable Securities proposed to be included in any Long Form Demand
   Registration shall have an aggregate offering value of at least
   $1,000,000 (determined as of the date of the demand).  The Company
   shall not be obligated to effect any Long-Form Registration within 180
   days after the effective date of a previous Long-Form Registration in
   which there was no reduction in the number of Registrable Securities
   requested to be included.  The Company may postpone for up to 90 days
   the filing or the effectiveness of a registration statement for a
   Demand Registration if the Company, by a vote of a majority of the
   Board of Directors of the Company, agrees that such Demand
   Registration would reasonably be expected to have a material adverse
   effect on any proposal or plan by the Company or any of its
   subsidiaries to engage in any acquisition of assets (other than in the
   ordinary course of business), stock or any merger, consolidation,
   tender offer, reorganization or similar transaction; PROVIDED that in
   such event, the holders of Registrable Securities initially requesting
   such Demand Registration shall be entitled to withdraw such request
   and, if such request is withdrawn, such Demand Registration shall not
   count as one of the permitted Demand Registrations hereunder and the
   Company shall pay all Registration Expenses in connection with such
   registration.  The Company may delay a Demand Registration hereunder
   no more than twice in any twelve-month period.

             (f)  SELECTION OF UNDERWRITERS.  PSQ shall have the right to
   select the investment banker(s) and manager(s) to administer the
   offering in any Demand Registration.

        2.   HOLDBACK AGREEMENTS.
             -------------------

             (a)  Each holder of Registrable Securities shall not effect
   any public sale or distribution (including sales pursuant to Rule 144)
   of equity securities of the Company, or any securities convertible
   into or exchangeable or exercisable for such securities, during the
   seven days prior to and the 180-day period beginning on the effective

                                      3




   date of any underwritten Demand Registration in which Registrable
   Securities are included (except as part of such underwritten
   registration), unless the underwriters managing the registered public
   offering otherwise agree.

             (b)  The Company shall not effect any public sale or
   distribution of its equity securities, or any securities convertible
   into or exchangeable or exercisable for such securities, during the
   seven days prior to and during the 180-day period beginning on the
   effective date of any underwritten Demand Registration (except as part
   of such underwritten registration or pursuant to registrations on Form
   S-8 or any successor form), unless the underwriters managing the
   registered public offering otherwise agree.

        3.   REGISTRATION PROCEDURES.
             -----------------------

             (a)  Whenever the holders of Registrable Securities have
   requested that any Registrable Securities be registered pursuant to
   this Agreement, the Company shall use its reasonable best efforts to
   effect the registration and the sale of such Registrable Securities in
   accordance with the intended method of disposition thereof, and
   pursuant thereto the Company shall as expeditiously as possible use
   its reasonable best efforts to:

                  (i)  prepare and file with the Securities and Exchange
        Commission a registration statement with respect to such
        Registrable Securities and use reasonable efforts to cause such
        registration statement to become effective (provided that before
        filing a registration statement or prospectus or any amendments
        or supplements thereto, the Company shall furnish to the counsel
        selected by the holders of a majority of the Registrable
        Securities covered by such registration statement copies of all
        such documents proposed to be filed, which documents shall be
        subject to the review and comment of such counsel);

                  (ii) notify each holder of Registrable Securities of
        the effectiveness of each registration statement filed hereunder
        and prepare and file with the Securities and Exchange Commission
        such amendments and supplements to such registration statement
        and the prospectus used in connection therewith as may be
        necessary to keep such registration statement effective for a
        period of not less than 180 days and comply with the provisions
        of the Securities Act with respect to the disposition of all
        securities covered by such registration statement during such
        period in accordance with the intended methods of disposition by
        the sellers thereof set forth in such registration statement;

                  (iii)   furnish to each seller of Registrable
        Securities such number of copies of such registration statement,
        each amendment and supplement thereto, the prospectus included in
        such registration statement (including each preliminary

                                      4




        prospectus) and such other documents as such seller may
        reasonably request in order to facilitate the disposition of the
        Registrable Securities owned by such seller;

                  (iv) register or qualify such Registrable Securities
        under such other securities or blue sky laws of such
        jurisdictions as any seller reasonably requests and do any and
        all other acts and things which may be reasonably necessary or
        advisable to enable such seller to consummate the disposition in
        such jurisdictions of the Registrable Securities owned by such
        seller (provided that the Company shall not be required to (i)
        qualify generally to do business in any jurisdiction where it
        would not otherwise be required to qualify but for this
        subparagraph, (ii) subject itself to taxation in any such
        jurisdiction or (iii) consent to general service of process in
        any such jurisdiction);

                  (v)  notify each seller of such Registrable Securities,
        at any time when a prospectus relating thereto is required to be
        delivered under the Securities Act, of the happening of any event
        as a result of which the prospectus included in such registration
        statement contains an untrue statement of a material fact or
        omits any fact necessary to make the statements therein not
        misleading, and, at the request of any such seller, the Company
        shall prepare a supplement or amendment to such prospectus so
        that, as thereafter delivered to the purchasers of such
        Registrable Securities, such prospectus shall not contain an
        untrue statement of a material fact or omit to state any fact
        necessary to make the statements therein not misleading;

                  (vi) cause all such Registrable Securities to be listed
        on each securities exchange on which similar securities issued by
        the Company are then listed;

                  (vii)     provide a transfer agent and registrar for
        all such Registrable Securities not later than the effective date
        of such registration statement;

                  (viii)    enter into such customary agreements
        (including underwriting agreements in customary form) and take
        all such other actions as the holders of a majority of the
        Registrable Securities being sold or the underwriters, if any,
        reasonably request in order to expedite or facilitate the
        disposition of such Registrable Securities (including effecting a
        stock split or a combination of shares);

                  (ix) make available for inspection by any underwriter
        participating in any disposition pursuant to such registration
        statement and any attorney, accountant or other agent retained by
        any such seller or underwriter, all financial and other records,
        pertinent corporate documents and properties of the Company, and
        cause the Company's officers, directors, employees and

                                      5




        independent accountants to supply all information reasonably
        requested by any such seller, underwriter, attorney, accountant
        or agent in connection with such registration statement;

                  (x)  otherwise comply with all applicable rules and
        regulations of the Securities and Exchange Commission, and make
        available to its security holders, as soon as reasonably
        practicable, an earnings statement covering the period of at
        least twelve months beginning with the first day of the Company's
        first full calendar quarter after the effective date of the
        registration statement, which earnings statement shall satisfy
        the provisions of Section 11(a) of the Securities Act and Rule
        158 thereunder;

                  (xi) in the event of the issuance of any stop order
        suspending the effectiveness of a registration statement, or of
        any order suspending or preventing the use of any related
        prospectus or suspending the qualification of any common stock
        included in such registration statement for sale in any
        jurisdiction, promptly to obtain the withdrawal of such order;

                  (xii)   cause such Registrable Securities covered by
        such registration statement to be registered with or approved by
        such other governmental agencies or authorities as may be
        necessary to enable the sellers thereof to consummate the
        disposition of such Registrable Securities; and

                  (xiii)  obtain a cold comfort letter from the Company's
        independent public accountants in customary form and covering
        such matters of the type customarily covered by cold comfort
        letters as the holders of a majority of the Registrable
        Securities being sold reasonably request (provided that such
        Registrable Securities constitute at least 10% of the securities
        covered by such registration statement).

             (b)  Each seller of Registrable Securities shall deliver to
   the Company such requisite information as the Company may reasonably
   request for the purposes of completing any prospectus or preliminary
   prospectus as is necessary to comply with all applicable rules and
   regulations of the Securities and Exchange Commission.

        4.   REGISTRATION EXPENSES.
             ---------------------

             (a)  All expenses incident to the Company's performance of
   or compliance with this Agreement, including without limitation all
   registration and filing fees, fees and expenses of compliance with
   securities or blue sky laws, printing expenses, messenger and delivery
   expenses, fees and disbursements of custodians, and fees and
   disbursements of counsel for the Company and independent certified
   public accountants, underwriters (excluding discounts and commissions)
   and other persons retained by the Company (all such expenses being

                                      6




   herein called "REGISTRATION EXPENSES"), shall be borne as provided in
   this Agreement, except that the Company shall, in any event pay its
   internal expenses (including, without limitation, all salaries and
   expenses of its officers employees performing legal or accounting
   duties), the expense of any annual audit or quarterly review, the
   expense of any liability insurance and the expenses and fees for
   listing the securities to be registered on each securities exchange on
   which similar securities issued by the Company are then listed or on
   the NASD automated quotation system.

             (b)  In connection with each Demand Registration, the
   Company shall reimburse the holders of Registrable Securities included
   in such registration for the reasonable fees and disbursements of one
   counsel chosen by the holders of a majority of the Registrable
   Securities included in such registration.

             (c)  To the extent Registration Expenses are not required to
   be paid by the Company, each holder of securities included in any
   registration hereunder shall pay those Registration Expenses allocable
   to the registration of such holder's securities so included, and any
   Registration Expenses not so allocable shall be borne by all sellers
   of securities included in such registration in proportion to the
   aggregate selling price of the securities to be so registered.

        5.   INDEMNIFICATION.
             ---------------

             (a)  The Company agrees to indemnify, to the extent
   permitted by law, each holder of Registrable Securities, its officers
   and directors and each Person who controls such holder (within the
   meaning of the Securities Act) against all losses, claims, damages,
   liabilities and expenses (including reasonable attorneys fees and
   expenses) arising out of or based upon any untrue or alleged untrue
   statement of material fact contained in any registration statement,
   prospectus or preliminary prospectus or any amendment thereof or
   supplement thereto or any omission or alleged omission of a material
   fact required to be stated therein or necessary to make the statements
   therein not misleading, except insofar as the same was made in
   reliance upon and in conformity with any information furnished in
   writing to the Company by such holder expressly for use therein or was
   caused by such holder's failure to deliver a copy of the registration
   statement or prospectus or any amendments or supplements thereto after
   the Company has furnished such holder with a sufficient number of
   copies of the same.  In connection with an underwritten offering, the
   Company shall indemnify such underwriters, their officers and
   directors and each Person who controls such underwriters (within the
   meaning of the Securities Act) to the same extent as provided above
   with respect to the indemnification of the holders of Registrable
   Securities.

             (b)  In connection with any registration statement in which
   a holder of Registrable Securities is participating, each such holder

                                      7




   shall furnish to the Company in writing such information and
   affidavits as the Company reasonably requests for use in connection
   with any such registration statement or prospectus and, to the extent
   permitted by law, shall indemnify the Company, its directors and
   officers and each Person who controls the Company (within the meaning
   of the Securities Act) against any losses, claims, damages,
   liabilities and expenses arising out of or based upon any untrue or
   alleged untrue statement of material fact contained in the
   registration statement, prospectus or preliminary prospectus or any
   amendment thereof or supplement thereto or any omission or alleged
   omission of a material fact required to be stated therein or necessary
   to make the statements therein not misleading, but only to the extent
   that such untrue statement or omission was made in reliance upon and
   in conformity with any information or affidavit so furnished in
   writing by such holder; PROVIDED that the obligation to indemnify
   shall be individual, not joint and several, for each holder and shall
   be limited to the net amount of proceeds received by such holder from
   the sale of Registrable Securities pursuant to such registration
   statement.

             (c)  Any Person entitled to indemnification hereunder shall
   (i) give prompt written notice to the indemnifying party of any claim
   with respect to which it seeks indemnification (provided that the
   failure to give prompt notice shall not impair any Person's right to
   indemnification hereunder to the extent such failure has not
   prejudiced the indemnifying party) and (ii) unless in such indemnified
   party's reasonable judgment a conflict of interest between such
   indemnified and indemnifying parties may exist with respect to such
   claim, permit such indemnifying party to assume the defense of such
   claim with counsel reasonably satisfactory to the indemnified party.
   If such defense is assumed, (i) the indemnifying party shall not be
   subject to any liability for any settlement made by the indemnified
   party without its consent (but such consent shall not be unreasonably
   withheld) and (ii) the indemnified party shall consent to any
   settlement, compromise or discharge of a claim that the indemnifying
   party may recommend and that by its terms requires that the
   indemnifying party pay the full amount of the liability in connection
   therewith, that otherwise releases the indemnified party completely
   and with prejudice in connection with such claim and that would not
   otherwise adversely affect the indemnified party.  An indemnifying
   party who is not entitled to, or elects not to, assume the defense of
   a claim shall not be obligated to pay the fees and expenses of more
   than one counsel for all parties indemnified by such indemnifying
   party with respect to such claim, unless in the reasonable judgment of
   any indemnified party a conflict of interest may exist between such
   indemnified party and any other of such indemnified parties with
   respect to such claim.

             (d)  The indemnification provided for under this Agreement
   shall remain in full force and effect regardless of any investigation
   made by or on behalf of the indemnified party or any officer, director
   or controlling Person of such indemnified party and shall survive the

                                      8




   transfer of securities.  The Company also agrees to make such
   provisions, as are reasonably requested by any indemnified party, for
   contribution to such party in the event the Company's indemnification
   is unavailable for any reason.

             (e)  If the indemnification provided for in this SECTION 5
   is unavailable to or is insufficient to hold harmless an indemnified
   party under the provisions above in respect to any losses, claims,
   damages or liabilities referred to therein, then each indemnifying
   party shall contribute to the amount paid or payable by such
   indemnified party as a result of such losses, claims, damages or
   liabilities (i) in such proportion as is appropriate to reflect not
   only the relative benefits received by the Company on the one hand and
   the sellers of Registrable Securities and any other Person
   participating in the registration statement on the other from the sale
   of Registrable Securities pursuant the registered offering of
   securities as to which indemnity is sought but also the relative fault
   of the indemnified party and the indemnifying party as well as any
   other relevant equitable considerations or (ii) if the allocation
   provided by clause (i) above is not permitted by applicable law, in
   proportion as is appropriate to reflect not only the relative benefits
   referred to in clause (i) above but also the relative fault of the
   Company on the one hand and of the sellers of Registrable Securities
   and any other sellers participating in the registration statement on
   the other in connection with the statement or omissions which resulted
   in such losses, claims, damages or liabilities, as well any other
   relevant equitable considerations.  The relative benefits received by
   the Company on the one hand and the sellers of Registrable Securities
   and any other sellers participating in the registration statement on
   the other shall be deemed to be in the same proportion as the total
   net proceeds from the offering (before deducting expenses) to the
   Company bear to the total net proceeds from the offering (before
   deducting expenses) to the sellers of Registrable Securities and by
   other sellers participating in the registration statement.  The
   relative fault of the Company on the one hand and of the sellers of
   Registrable Securities and any other sellers participating in the
   registration statement on the other shall be determined by reference
   to, among other things, whether such untrue or alleged omission to
   state a material fact relates to information supplied by the Company,
   by the sellers of Registrable Securities or other sellers
   participating in the registration statement and the parties' relative
   intent, knowledge, access to information and opportunity to correct or
   prevent such statement or omission.

        6.   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.  No person may
   participate in any registration hereunder which is underwritten unless
   such person (i) agrees to sell such Person's securities on the basis
   provided in any underwriting arrangements approved by the Person or
   Persons entitled hereunder to approve such arrangements and (ii)
   completes and executes all questionnaires, powers of attorney,
   indemnities, underwriting agreements and other documents required
   under the terms of such underwriting arrangements; PROVIDED that no

                                      9




   holder of Registrable Securities included in any underwritten
   registration shall be required to make any representations or
   warranties to the Company or the underwriters (other than
   representations and warranties regarding such holder and such holder's
   intended method of distribution) or to undertake any indemnification
   obligations to the Company or the underwriters with respect thereto,
   except as otherwise provided in SECTION 5 HEREOF.

        7.   RULE 144.  The Company covenants that, at its own expense,
   it will file the reports required to be filed by it under the
   Securities Act and the Exchange Act (or, if the company is not
   required to file such reports, it will, upon the request of PSQ, make
   publicly available such necessary information for so long as necessary
   to permit sales pursuant to Rule 144 under the Securities Act or any
   similar rule or regulation hereafter adopted by the SEC), and it will
   take such further action as PSQ may reasonably request, all to the
   extent required from time to time to enable PSQ to sell Registrable
   Securities without registration under the Securities Act within the
   limitation of the exemptions provided by Rule 144 under the Securities
   Act.  Upon the request of PSQ, the Company, at its own expense, will
   promptly deliver to PSQ (i) a written statement as to whether it has
   complied with such requirements (and such Investor or Executive shall
   be entitled to rely upon the accuracy of such written statement), (ii)
   a copy of the most recent annual or quarterly report of the Company,
   if not filed electronically with the SEC and (iii) such other reports
   and documents as PSQ may reasonably request in order to avail itself
   of Rule 144 under the Securities Act.

        8.   DEFINITIONS.
             -----------

             (a)  "CLOSING DATE" shall have the meaning ascribed to such
   term in the Purchase Agreement.

             (b)  "CONSULTING AGREEMENT" has the meaning set forth in the
   Recitals, as such agreement may be amended, restated, supplemented or
   otherwise modified from time to time.

             (c)  "IMHOFF REGISTRABLE SECURITIES" means (i) any Common
   Stock issued to Mr. Imhoff or hereafter acquired by Mr. Imhoff, (ii)
   any other Common Stock issued or issuable with respect to the
   securities referred to in clause (i) by way of a stock dividend or
   stock split or in connection with an exchange or combination of
   shares, recapitalization, merger, consolidation or other
   reorganization, and (iii) any other shares of Common Stock held by
   Persons holding securities described in clauses (i) and (ii),
   inclusive, above.

             (d)  "PSQ REGISTRABLE SECURITIES" means (i) any Common Stock
   issued to PSQ or hereafter acquired by PSQ, (ii) any other Common
   Stock issued or issuable with respect to the securities referred to in
   clause (i) by way of a stock dividend or stock split or in connection

                                     10




   with an exchange or combination of shares, recapitalization, merger,
   consolidation or other reorganization, and (iii) any other shares of
   Common Stock held by Persons holding securities described in clauses
   (i) and (ii), inclusive, above.

             (e)  "PURCHASE AGREEMENT" has the meaning set forth in the
   Recitals, as such agreement may be amended, restated, supplemented or
   otherwise modified from time to time.

             (f)  "REGISTRABLE SECURITIES" means PSQ Registrable
   Securities and Imhoff Registrable Securities.  As to any particular
   Registrable Securities, such securities shall cease to be Registrable
   Securities when they have been distributed to the public pursuant to a
   offering registered under the Securities Act or sold to the public
   through a broker, dealer or market maker in compliance with Rule 144
   under the Securities (or any similar rule then in force).  For
   purposes of this Agreement, a Person shall be deemed to be a holder of
   Registrable Securities whenever such Person has the right to acquire
   such Registrable Securities (upon conversion or exercise in connection
   with a transfer of securities or otherwise, but disregarding any
   restrictions or limitations upon the exercise of such right), whether
   or not such acquisition has actually been effected.

             Unless otherwise stated, other capitalized terms contained
   herein have the meanings set forth in the Purchase Agreement.

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

             (a)  EFFECTIVE TIME; TERMINATION.  This Agreement will
   become effective on the Closing Date upon the consummation of the
   transactions contemplated by the Purchase Agreement.  If the Purchase
   Agreement is terminated prior to the Closing Date, this Agreement
   shall automatically terminate simultaneous therewith without any
   further action on the part of the parties hereto and shall thereafter
   be void ab initio and of no further force or effect.

             (b)  NO INCONSISTENT AGREEMENTS.  The Company shall not
   hereafter enter into any agreement with respect to its securities
   which is inconsistent with or violates the rights granted to the
   holders of Registrable Securities in this Agreement.

             (c)  REMEDIES.  Any Person having rights under any provision
   of this Agreement shall be entitled to enforce such rights
   specifically to recover damages caused by reason of any breach of any
   provision of this Agreement and to exercise all other rights granted
   by law.  The parties hereto agree and acknowledge that money damages
   may not be an adequate remedy for any breach of the provisions of this
   Agreement and that any party may in its sole discretion apply to any
   court of law or equity of competent jurisdiction (without posting any
   bond or other security) for specific performance and for other


                                     11




   injunctive relief in order to enforce or prevent violation of the
   provisions of this Agreement.

             (d)  AMENDMENTS AND WAIVERS.  Except as otherwise provided
   herein, the provisions of this Agreement may be amended or waived only
   upon the prior written consent of the Company, PSQ and Mr. Imhoff.

             (e)  SUCCESSORS AND ASSIGNS.  Whether or not any express
   assignment has been made, the provisions of this Agreement which are
   for the benefit of purchasers or holders of Registrable Securities are
   also for the benefit of and enforceable by any subsequent holder of
   Registrable Securities; provided that the right of PSQ to make a
   Demand Registration pursuant to SECTION 1 hereof shall only be
   transferable (in whole, and not in part) to a transferee of a majority
   of the PSQ Registrable Securities acquired by PSQ on the Closing Date
   (both in the share purchase from the Company and the tender offer from
   the Company's shareholders), subject to compliance with the thresholds
   and other terms contained in SECTION 1.

             (f)  SEVERABILITY.  Whenever possible, each provision of
   this Agreement shall be interpreted in such manner as to be effective
   and valid under applicable law, but if any provision of this Agreement
   is held to be prohibited by or invalid under applicable law, such
   provision shall be ineffective only to the extent of such prohibition
   or invalidity, without invalidating the remainder of this Agreement.

             (g)  COUNTERPARTS.  This Agreement may be executed
   simultaneously in two or more counterparts, any one of which need not
   contain the signatures of more than one party, but all such
   counterparts taken together shall constitute one and the same
   Agreement

             (h)  DESCRIPTIVE HEADINGS.  The descriptive headings of this
   Agreement are inserted for convenience only and do not constitute a
   part of this Agreement.

             (i)  GOVERNING LAW.  The construction, validity,
   interpretation and enforcement of this Agreement shall be governed by,
   and construed in accordance with, the laws of the State of Illinois,
   without giving effect to any choice of law or conflict of rules or
   provisions (whether of the State of Illinois or any other
   jurisdiction) that would cause supplication of the laws of any
   jurisdiction other than the State of Illinois.

             (j)  NOTICES.  All notices, demands or other communications
   to be given or ordered under or by reason of the provisions of this
   Agreement shall be given in the manner and to the address provided
   under the Purchase Agreement.

                            *   *   *   *   *   *



                                     12




             IN WITNESS WHEREOF, the parties hereto have executed this
   RegistrationRights Agreement on the day and year first above written.

                                 GENERAL EMPLOYMENT ENTERPRISES, INC.



                                 By:  /s/ Kent M. Yauch
                                 Name:  Kent M. Yauch
                                 Title: Vice President, Chief
                                        Financial Officer and
                                        Treasurer



                                 PSQ, LLC



                                 By:  /s/ Stephen B. Pence
                                 Name:  Stephen B. Pence
                                 Title: Sole Member



                                      /s/ Herbert F. Imhoff, Jr.
                                 Herbert F. Imhoff, Jr.


























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</TEXT>
</DOCUMENT>
