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<SEC-DOCUMENT>0000895813-09-000036.txt : 20090331
<SEC-HEADER>0000895813-09-000036.hdr.sgml : 20090331
<ACCEPTANCE-DATETIME>20090330180400
ACCESSION NUMBER:		0000895813-09-000036
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20090330
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Other Events
FILED AS OF DATE:		20090331
DATE AS OF CHANGE:		20090330

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENERAL EMPLOYMENT ENTERPRISES INC
		CENTRAL INDEX KEY:			0000040570
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-EMPLOYMENT AGENCIES [7361]
		IRS NUMBER:				366097429
		STATE OF INCORPORATION:			IL
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05707
		FILM NUMBER:		09715460

	BUSINESS ADDRESS:	
		STREET 1:		ONE TOWER LANE
		STREET 2:		SUITE 2200
		CITY:			OAKBROOK TERRACE
		STATE:			IL
		ZIP:			60181
		BUSINESS PHONE:		630-954-0400

	MAIL ADDRESS:	
		STREET 1:		ONE TOWER LANE
		STREET 2:		SUITE 2200
		CITY:			OAKBROOK TERRACE
		STATE:			IL
		ZIP:			60181

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OSHEA CHARLES M CORP
		DATE OF NAME CHANGE:	19670413
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>x0330-8k.txt
<TEXT>




   ---------------------------------------------------------------------
                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549
   ---------------------------------------------------------------------
                                  FORM 8-K
   ---------------------------------------------------------------------

                               CURRENT REPORT
                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
      Date of report (Date of earliest event reported) March 30, 2009

                    GENERAL EMPLOYMENT ENTERPRISES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
   ---------------------------------------------------------------------

              ILLINOIS             1-05707           36-6097429
           (STATE OR OTHER     (COMMISSION FILE     (IRS EMPLOYER
            JURISDICTION           NUMBER)       IDENTIFICATION NO.)
          OF INCORPORATION)

                               ONE TOWER LANE
                                 SUITE 2200
                        OAKBROOK TERRACE, IL  60181
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (630) 954-0400
                               NOT APPLICABLE
       (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


   Check the appropriate box below if the Form 8-K filing is intended to
   simultaneously satisfy the filing obligation of the registrants under
   any of the following provisions:

   ---------------------------------------------------------------------
   [ ]Written communications pursuant to Rule 425 under the
      Securities Act (17 CFR 230.425)

   [ ]Soliciting material pursuant to Rule 14a-12 under the
      Exchange Act (17 CFR 240.14a-12)

   [ ]Pre-commencement communications pursuant to Rule 14d-2(b)
      under the Exchange Act (17 CFR 240.14d-2(b))

   [ ]Pre-commencement communications pursuant to Rule 13e-4(c)
      under the Exchange Act (17 CFR 240.13e-4(c))

   ---------------------------------------------------------------------




   ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

   SECURITIES PURCHASE AND TENDER OFFER AGREEMENT

      On March 30, 2009, General Employment Enterprises, Inc., an
   Illinois corporation (the "Company"), entered into a Securities
   Purchase and Tender Offer Agreement (the "Purchase Agreement") with
   PSQ, LLC, a Kentucky limited liability company ("Purchaser").

      Subject to the terms and conditions of the Purchase Agreement,
   Purchaser has agreed to (i) purchase from the Company (the "Share
   Purchase") 7,700,000 newly issued shares of common stock, no par value
   (the "Common Stock"), of the Company at a purchase price of $0.25 per
   share, and (ii) commence a cash tender offer (the "Offer") to purchase
   from the Company's shareholders up to 2,500,000 outstanding shares of
   Common Stock at a purchase price of $0.60 per share, subject to
   applicable withholding tax, net to the seller in cash without
   interest.  If more than 2,500,000 shares of Common Stock are validly
   tendered in the Offer, the number of shares tendered by each tendering
   shareholder will be cut back proportionately by a percentage amount
   equal to the quotient of 2,500,000 over the number of shares of Common
   Stock validly tendered in the Offer.

      The Purchase Agreement includes customary representations,
   warranties and covenants. The Company has agreed that, subject to
   certain exceptions, it will not solicit proposals relating to
   alternative business combination transactions, enter into an agreement
   or discussion concerning, or provide information in connection with,
   alternative business combination transactions, or withdraw, modify or
   qualify the recommendation of the Company's Board of Directors in
   favor of the Offer.

      Consummation of the Offer and the Share Purchase are subject to
   certain customary closing conditions, including receipt of approval
   from the Company's shareholders in favor of the Share Purchase. The
   consummation of the Offer is not subject to any condition regarding
   any minimum number of shares being validly tendered in the Offer, but
   is subject to shareholder approval, and consummation, of the Share
   Purchase.  Purchaser has agreed that it will extend the Offer for
   successive periods if the conditions to closing, including shareholder
   approval of the Share Purchase, are not satisfied prior to a
   previously scheduled expiration period for the Offer.

      The Purchase Agreement also provides that, upon the closing of the
   Share Purchase and the Offer (the "Closing"), (i) Sheldon Brottman,
   Edward Hunter, Thomas Kosnik and Kent Yauch will resign from the
   Company's Board of Directors, and the Board will fill their vacancies
   with the appointments of Stephen Pence, Charles (Chuck) W.B. Wardell
   III and Jerry Lancaster to the Board, (ii) Herbert F. Imhoff, Jr.
   ("Mr. Imhoff") will resign as Chief Executive Officer and President of
   the Company and will resign his office as Chairman of the Board of

                                      2




   Directors (but will remain as a member of the Board), (iii) Ronald E.
   Heineman will be appointed to serve as Chief Executive Officer and
   President of the Company, and (iv) Stephen Pence will be appointed to
   serve as Chairman of the Board of Directors of the Company.  After the
   Closing, after giving effect to the foregoing resignations and
   appointments, the Board of Directors will consist of five members.  As
   a result, the Board of Directors has agreed to fix the size of the
   Board at five members effective immediately following the Closing.

      The Purchase Agreement also includes customary termination
   provisions for both the Company and Purchaser and provides that, in
   connection with the termination of the Purchase Agreement under
   specified circumstances, the terminating party will be required to pay
   the non-terminating party a termination fee of $175,000, and reimburse
   the non-terminating party for transaction expenses up to $150,000.

      The foregoing description of the Purchase Agreement does not
   purport to be complete and is qualified in its entirety by reference
   to the Purchase Agreement, a copy of which is filed herewith as
   Exhibit 2.1 and is incorporated herein by reference.

   ESCROW AGREEMENT

      Concurrently with the execution of the Purchase Agreement, the
   Company and Purchaser entered into an Escrow Agreement (the "Escrow
   Agreement"), dated as of March 30, 2009, with Park Avenue Bank, New
   York, New York, as escrow agent (the "Escrow Agent"). Pursuant to the
   Escrow Agreement, Purchaser deposited with the Escrow Agent cash in
   the amount of $1,925,000 for satisfaction of Purchaser's purchase
   price payment obligation for the Share Purchase.  If Purchaser
   terminates the Purchase Agreement under circumstances requiring
   payment of a termination fee and reimbursement of expenses to the
   Company as described above, a portion of the funds in escrow will be
   released to the Company in satisfaction of such fee and expenses.

      The foregoing description of the Escrow Agreement does not purport
   to be complete and is qualified in its entirety by reference to the
   Escrow Agreement, a copy of which is filed herewith as Exhibit 10.1
   and is incorporated herein by reference.

   CONSULTING AGREEMENT

      In connection with entering into the Purchase Agreement, on March
   30, 2009, the Company, Purchaser and Mr. Imhoff entered into a
   Consulting Agreement (the "Consulting Agreement"), which agreement
   will become effective upon the consummation of the Share Purchase and
   the Offer.

      Under the terms of the Consulting Agreement, among other things,
   (i) Mr. Imhoff's Employment Agreement with the Company will terminate,
   as will his rights and benefits under the Employment Agreement (except
   with respect to accrued vacation and his vested benefits under the

                                      3




   Company's Executive Retirement Plan), (ii) all of Mr. Imhoff's stock
   options will be canceled, (iii) Mr. Imhoff will be subject to non-
   competition and non-solicitation provisions for a period of two years
   after the expiration or termination of the Consulting Agreement, (iv)
   Mr. Imhoff will grant a release in favor of the Company, (iv) Mr.
   Imhoff will provide consulting services to the Company, and (v) Mr.
   Imhoff will agree to continue to serve as a member of the Board of
   Directors of the Company during the term of the Consulting Agreement.

      In consideration therefor, under the terms of the Consulting
   Agreement, Mr. Imhoff (i) will be paid an annual consulting fee of
   $300,000 per year, and director fees no less than the fees currently
   paid to the Company's non-employee directors ($2,000 per month),
   during the term of the Consulting Agreement, (ii) will be issued
   500,000 shares of Common Stock at the Closing for no additional
   consideration, and (iii) will receive health and life insurance
   benefits from the Company, as well as his accrued vacation benefits
   and accrued benefits under the Company's Executive Retirement Plan.
   The term of the Consulting Agreement will be three years from the
   Closing, and it will be terminable at any time and for any reason by
   any party, provided that promptly following any such termination
   thereof, Mr. Imhoff will continue to receive for the remainder of the
   term of the Consulting Agreement the fees and benefits that would
   otherwise be due to him under the agreement if the agreement had not
   been terminated.  In addition, if the Company defaults in its payment
   obligations to Mr. Imhoff under the Consulting Agreement, the Company
   will be required to pay to Mr. Imhoff the remaining amount of the
   payments due under the Consulting Agreement in a lump-sum payment
   within 30 days of such default.

      The foregoing description of the Consulting Agreement does not
   purport to be complete and is qualified in its entirety by reference
   to the Consulting Agreement, a copy of which is filed herewith as
   Exhibit 10.2 and is incorporated herein by reference.

   REGISTRATION RIGHTS AGREEMENT

        The Company, Purchaser and Mr. Imhoff also entered into a
   Registration Rights Agreement (the "Registration Rights Agreement") on
   March 30, 2009 that will provide (i) Purchaser with customary demand
   registration rights with respect to the shares of Common Stock to be
   acquired by Purchaser in the Share Issuance and the Offer, and (ii)
   Mr. Imhoff with customary piggyback registration rights in the event
   that any of  Purchaser's shares of Common Stock are registered by the
   Company in a demand registration.

         The foregoing description of the Registration Rights Agreement
   does not purport to be complete and is qualified in its entirety by
   reference to the Registration Rights Agreement, a copy of which is
   filed herewith as Exhibit 10.3 and is incorporated herein by
   reference.


                                      4




   ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

        The information set forth in Item 1.01 above is incorporated by
   reference into this Item 1.02.

        If the Closing occurs, the Consulting Agreement will become
   effective, and Mr. Imhoff's Employment Agreement with the Company (as
   amended, the "Imhoff Employment Agreement") will terminate, and he
   will forego and release all of his claims with respect to his rights
   and benefits under the Imhoff Employment Agreement (except with
   respect to his accrued vacation and his vested benefits under the
   Company's Executive Retirement Plan).

        The Imhoff Employment Agreement provides, among other things,
   that Mr. Imhoff: will serve as Chairman of the Board, Chief Executive
   Officer and President; will have a continuous three-year term of
   employment with the Company at a minimum annual base salary of
   $450,000 (although Mr. Imhoff agreed to reduce that base salary to
   $350,000 for the year ending December 31, 2009); and will be eligible
   to earn an annual performance bonus and be entitled to receive certain
   other perquisites and benefits.  In addition, the Imhoff Employment
   Agreement provides that in the event the Company terminates Mr.
   Imhoff's employment for any reason other than for "cause," Mr. Imhoff
   would be entitled to receive outplacement assistance; a lump sum cash
   payment equal to the sum of his base salary (calculated at the
   $450,000 base salary amount) and average annual performance bonus that
   would have been payable for the remainder of the term of the Imhoff
   Employment Agreement; a severance bonus based on a fraction of his
   average annual performance bonus; and continuation of certain
   perquisites and fringe benefits for the remainder of the term of the
   Imhoff Employment Agreement.  Also, in the event that any payment,
   benefit or distribution under the terms of the Imhoff Employment
   Agreement was determined to be an "excess parachute payment" pursuant
   to section 280G of the Internal Revenue Code, with the effect that he
   would become liable for the payment of an excise tax, Mr. Imhoff would
   be entitled to receive an additional gross-up payment.

      The foregoing description of the Imhoff Employment Agreement does
   not purport to be complete and is qualified in its entirety by
   reference to the Imhoff Employment Agreement, a copy of which
   (including the amendments thereto) is filed as Exhibit 10.10 to the
   Company's Annual Report on Form 10-K for the fiscal year ended
   September 30, 2001, Exhibit 10.18 to the Company's Annual Report on
   Form 10-KSB for the fiscal year ended September 30, 2007 and Exhibit
   10.01 to the Company's Current Report on Form 8-K dated March 25,
   2009, and the Imhoff Employment Agreement (including the amendments
   thereto) is incorporated herein by reference.

   ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

        The information set forth in Item 1.01 above is incorporated by
   reference into this Item 3.02.

                                      5




        The shares of Common Stock that will be issued to Purchaser under
   the Share Purchase, if it is consummated, and the shares of Common
   Stock that will be issued to Mr. Imhoff under the Consulting
   Agreement, if that agreement becomes effective, will be issued in
   private placement transactions made in reliance upon exemptions from
   registration pursuant to Section 4(2) under the Securities Act of
   1933, as amended, and/or Rule 506 promulgated thereunder.  Each of
   Purchaser and Mr. Imhoff has represented to the Company that they are
   accredited investors as defined in Rule 501 of Regulation D
   promulgated under the Securities Act of 1933, as amended.

   ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
   DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
   OF CERTAIN OFFICERS.

        The information set forth under Item 1.01 above is incorporated
   by reference into this Item 5.02.

   DIRECTORS

        Pursuant to the Purchase Agreement and as requested by Purchaser,
   Messrs. Brottman, Hunter, Kosnik and Yauch will be resigning from the
   Board of Directors of the Company upon the occurrence of the Closing.
   There are no disagreements between any of such directors and the
   Company on any matter relating to the Company's operations, policies
   or practices which resulted in them tendering their resignations to be
   effective upon the occurrence of the Closing.

        Pursuant to the Purchase Agreement and as requested by Purchaser,
   upon the occurrence of the Closing, Stephen Pence, Charles (Chuck)
   W.B. Wardell III and Jerry Lancaster will be appointed by the Board to
   serve as non-employee directors on the Board of Directors of the
   Company.

        Stephen B. Pence, 55, is currently a retired colonel from the
   United States Army Reserve, where he served as a federal military
   judge, and is also of counsel with Martin, Ogburn & Zipperle, in
   Louisville, Kentucky, assisting clients involved in human resource
   staffing and workers' compensation insurance.  In 2001, Mr. Pence was
   nominated by President Bush and confirmed by the U.S. Senate to the
   position of United States Attorney for the Western District of
   Kentucky.  From 2003 to 2007, Mr. Pence served as Lieutenant Governor
   of Kentucky, which included roles as the Secretary of the Justice and
   Public Safety Cabinet and Commissioner of State Police.  Mr. Pence
   received his bachelor's degree in business and his masters of business
   administration, with a concentration on economics, from Eastern
   Kentucky University, and his juris doctorate degree from the
   University of Kentucky.

        Charles W.B. Wardell III, 56, served as Senior Advisor to the
   Chief Executive Officer of Korn/Ferry International, a multi-national
   executive recruitment service with currently more than 90 offices in

                                      6




   40 countries, from 1992 through 2007.  Between 1990 and 1992, Mr.
   Wardell operated as President of Nordeman Grimm, a New York based
   boutique executive placement firm with specialization on placement
   with marketing and financial services companies.  In 1978, he joined
   American Express as Special Assistant to the Chief Executive Officer,
   although he also held roles, between 1978 and 1990, of Regional Vice
   President and General Manager of American Express Company Middle East
   and Senior Vice President and Chief Operating Officer of Global
   Private Banking at American Express International Banking Corporation.
    His experience also encompasses Senior Vice President, both at
   Travelers and Mastercard International, as well as Executive Vice
   President of Diners Club at Citicorp.  Mr. Wardell graduated cum laude
   from Harvard College with an A.B. degree.

        Jerry Lancaster, 74, has been employed with Imperial Casualty and
   Indemnity Company since 1997, where he is currently the Chairman and
   the Director of Marketing.  He has worked in a variety of capacities
   involving workers' compensation programs and holds General Lines Agent
   and Managing General Agent licenses from the State of Texas.  Mr.
   Lancaster graduated from Southern Methodist University with a degree
   in mathematics.

        The Board of Directors will determine which committees Messrs.
   Pence, Wardell and Lancaster will serve on at their first scheduled
   meeting after the Closing occurs.  If the Closing occurs and Messrs.
   Pence, Wardell and Lancaster become members of the Board of Directors
   of the Company, they will receive compensation as directors in line
   with the Company's current compensation arrangement for non-employee
   directors, which will entitle each of them to a monthly retainer fee
   of $2,000.  Directors do not receive any additional compensation for
   attendance at meetings of the Board of Directors or its committees,
   except that the Chairman of the Audit Committee receives an additional
   monthly retainer fee of $500.

   CHIEF EXECUTIVE OFFICER AND PRESIDENT

        In connection with Mr. Imhoff's agreement to resign as Chief
   Executive Officer and President of the Company if the Closing occurs,
   Purchaser has requested, and the Board of Directors has approved, the
   appointment of Ronald E. Heineman to serve as Chief Executive Officer
   and President of the Company effective upon Mr. Imhoff's resignation.

        Mr. Heineman has agreed to an initial annual salary of $1 and a
   grant of 150,000 stock options on the date of the Closing pursuant to
   and in accordance with the Company's Amended and Restated 1997 Stock
   Option Plan (the "1997 Option Plan"), with such options to be fully
   vested on the date of issuance.  The grant of such options was made
   subject to the approval of the Company's shareholders of an increase
   in the number of authorized shares of Common Stock available for
   issuance under the 1997 Plan to accommodate such stock option
   issuance, which shareholder approval will be sought at the Company's
   2010 Annual Meeting of Shareholders or at such earlier special meeting

                                      7




   of shareholders as may be called in accordance with the Company's By-
   laws, provided that such meeting will not be called for prior to the
   date of the Closing.

        There are no family relationships among Mr. Heineman and any
   directors or other executive officers of the Company, including the
   persons that would become directors of the Company if the Closing
   occurs.    Other than the transactions described in Item 1.01 above,
   including the provisions in the Purchase Agreement providing for Mr.
   Heineman to be appointed as Chief Executive Officer and President of
   the Company upon the occurrence of the Closing, the Company is not
   aware of any transaction in which Mr. Heineman has an interest
   requiring disclosure under Item 404(a) of Regulation S-K.

   ITEM 5.03  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE
   IN FISCAL YEAR.

        The information set forth under Items 1.01 and 5.02 above is
   incorporated by reference into this Item 5.03.

        The Company's By-laws previously provided that the Board of
   Directors of the Company could not fill vacancies in the Board in
   between shareholder meetings held for that purpose with respect to
   more than 33-1/3% of the total membership of the Board.  In order to
   satisfy Purchaser's request and the requirement in the Purchase
   Agreement that the Board appoint to the Board the three members
   designated by Purchaser, effective upon the occurrence of the Closing,
   the Board of Directors amended the Company's By-laws effective as of
   March 27, 2009 to remove therefrom the limitation on the number of
   vacancies in the Board that can be filled by the Board in between
   meetings of shareholders specified for that purpose.

        The foregoing description of the amendment to the By-laws
   described above does not purport to be complete and is qualified in
   its entirety by reference to the amendment, a copy of which is filed
   herewith as Exhibit 3.1 and is incorporated herein by reference.

   ITEM 8.01  OTHER INFORMATION.

        On March 30, 2009, the Company issued a press release relating to
   the Purchase Agreement.  A copy of the press release is filed herewith
   as Exhibit 99.1 and is incorporated herein by reference.

   ======================================================================

   CAUTIONARY STATEMENTS

      The Purchase Agreement has been included to provide investors and
   security holders with information regarding its terms. It is not
   intended to provide any other factual information about the Company.
   The representations, warranties and covenants contained in the
   Purchase Agreement were made only for purposes of such agreement and

                                      8




   as of specific dates, were solely for the benefit of the parties to
   such agreement, and are subject to limitations agreed upon by the
   contracting parties, including being qualified, modified or limited by
   confidential disclosures exchanged between the parties in connection
   with the execution of the Purchase Agreement. The representations and
   warranties may have been made for the purposes of allocating
   contractual risk between the parties to the agreement instead of
   establishing these matters as facts, and may be subject to standards
   of materiality applicable to the contracting parties that differ from
   those applicable to investors. Investors are not third-party
   beneficiaries under the Purchase Agreement and should not rely on the
   representations, warranties and covenants or any descriptions thereof
   as characterizations of the actual state of facts or condition of the
   Company or Purchaser or any of their respective subsidiaries or
   affiliates. Moreover, information concerning the subject matter of the
   representations and warranties may change after the date of the
   Purchase Agreement, which subsequent information may or may not be
   fully reflected in the Company's public disclosures. Accordingly, the
   representations and warranties in the Purchase Agreement should not be
   viewed or relied upon as statements of actual facts or the actual
   state of affairs of the Company.

      The Offer described in this Current Report on Form 8-K has not yet
   been commenced. Such description is for informational purposes only
   and is not an offer to buy or the solicitation of an offer to sell any
   securities. The solicitation and the offer to buy shares of the Common
   Stock of the Company will be made only pursuant to an offer to
   purchase on Schedule TO and related materials that Purchaser intends
   to file with the Securities and Exchange Commission (the "SEC"). In
   connection with the Offer, Purchaser will file with the SEC a tender
   offer statement and related offer to purchase on Schedule TO that
   provides the terms of the Offer and the Company will file with the SEC
   a solicitation/recommendation statement on Schedule 14D-9 and a
   related information statement, as well as a proxy statement relating
   to the shareholder approval of the proposed Share Purchase.
   Shareholders are urged to read these documents carefully and in their
   entirety if and when they become available because they will contain
   important information about the Offer and/or the proposed Share
   Purchase.

      When the offer to purchase, solicitation/recommendation statement,
   proxy statement and/or information statement become available, they
   will be mailed to the shareholders of the Company who are entitled to
   receive such documents. In addition, the tender offer statement and
   related offer to purchase, solicitation/recommendation statement,
   proxy statement and/or information statement as well as other filings
   containing information about the Company, the Offer and the Share
   Purchase, if and when filed with the SEC, will be available free of
   charge at the SEC's Internet Web site, www.sec.gov.  In addition,
   investors and security holders may obtain free copies of the
   solicitation/recommendation statement, proxy statement and/or
   information statement as well as other filings containing information

                                      9




   about the Company, the Offer and the Share Purchase that are filed
   with the SEC by the Company, if and when available, by contacting Kent
   Yauch, Chief Financial Officer, at (630) 954-0495.

      The Company and its directors and officers and other members of
   management and employees may be deemed to be participants in the
   solicitation of proxies with respect to the proxy statement that will
   be used in connection with the Share Purchase. Information regarding
   the Company's directors and executive officers is detailed in its
   proxy statements and annual reports on Form 10-KSB, previously filed
   with the SEC, and the information statement and/or proxy statement,
   when filed, relating to the Offer and the Share Purchase, when it
   becomes available.

   FORWARD-LOOKING STATEMENTS

        The statements made in this Current Report on Form 8-K which are
   not historical facts are forward-looking statements within the meaning
   of Section 27A of the Securities Act of 1933 and Section 21E of the
   Securities Exchange Act of 1934. These forward-looking statements
   include statements regarding the commencement of, and the acquisition
   of shares pursuant to, the Offer, the consummation of the Share
   Issuance, the filing of documents and information with the SEC, other
   future or anticipated matters regarding the transactions discussed in
   this release and the timing of such matters. Such forward-looking
   statements often contain or are prefaced by words such as "will" and
   "expect." As a result of a number of factors, the Company's actual
   results could differ materially from those set forth in the forward-
   looking statements. Certain factors that might cause our actual
   results to differ materially from those in the forward-looking
   statements include, without limitation: (i) the risk that the
   conditions to the closing of the Offer or the Share Purchase set forth
   in the Purchase Agreement will not be satisfied, (ii) changes in the
   Company's business during the period between the date of this Current
   Report on Form 8-K and the Closing, (iii) obtaining regulatory
   approvals (if required) for the transaction, (iv) the risk that the
   transaction will not be consummated on the terms or timeline first
   announced and (v) those factors set forth in the "Forward-Looking
   Statements" section of the Company's filings with the SEC, including
   its most recent Annual Report on Form 10-KSB. The Company is under no
   obligation to (and expressly disclaims any such obligation to) and
   does not intend to update or alter its forward-looking statements
   whether as a result of new information, future events or otherwise.










                                     10




   ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.


   (d)  EXHIBITS.


        EXHIBIT NO.    DESCRIPTION
        -----------    -----------
            2.1        Securities Purchase and Tender Offer Agreement,
                       dated as of March 30, 2009, by and among General
                       Employment Enterprises, Inc. and PSQ, LLC.*

            3.1        Amendment to the By-Laws of General Employment
                       Enterprises, Inc.

           10.1        Escrow Agreement, dated as of March 30, 2009, by
                       and among General Employment Enterprises, Inc.,
                       PSQ, LLC and Park Avenue Bank, as escrow agent.

           10.2        Consulting Agreement, dated as of March 30, 2009,
                       by and among Herbert F. Imhoff, Jr., General
                       Employment Enterprises, Inc. and PSQ, LLC.

           10.3        Registration Rights Agreement, dated as of March
                       30, 2009, by and between General Employment
                       Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff,
                       Jr.

           10.4        Employment Agreement between General Employment
                       Enterprises, Inc. and Herbert F. Imhoff, Jr., as
                       amended. (Incorporated by reference to Exhibit
                       10.10 to the Company's Annual Report on Form 10-K
                       for the fiscal year ended September 30, 2001,
                       Exhibit 10.18 to the Company's Annual Report on
                       Form 10-KSB for the fiscal year ended September
                       30, 2007, and Exhibit 10.01 to the Company's
                       Current Report on Form 8-K dated March 25, 2009.)

           99.1        Press Release, dated March 30, 2009.

   *The schedules to the Purchase Agreement have been omitted from this
    filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will
    furnish copies of such schedules to the U.S. Securities and Exchange
    Commission upon request.
   ======================================================================








                                     11




                                 SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of
   1934, the registrant has duly caused this report to be signed on its
   behalf by the undersigned thereunto duly authorized.


                               GENERAL EMPLOYMENT ENTERPRISES,
                               INC.

   Date: March 30, 2009        By:    /s/ Kent M. Yauch
                                      ---------------------------
                               Name:  Kent M. Yauch

                               Title: Vice President, Chief
                                      Financial Officer and
                                      Treasurer


   ======================================================================

































                                     12




                               EXHIBIT INDEX

        EXHIBIT NO.    DESCRIPTION
        -----------    -----------
            2.1        Securities Purchase and Tender Offer Agreement,
                       dated as of March 30, 2009, by and among General
                       Employment Enterprises, Inc. and PSQ, LLC.*

            3.1        Amendment to the By-Laws of General Employment
                       Enterprises, Inc.

           10.1        Escrow Agreement, dated as of March 30, 2009, by
                       and among General Employment Enterprises, Inc.,
                       PSQ, LLC and Park Avenue Bank, as escrow agent.

           10.2        Consulting Agreement, dated as of March 30, 2009,
                       by and among Herbert F. Imhoff, Jr., General
                       Employment Enterprises, Inc. and PSQ, LLC.

           10.3        Registration Rights Agreement, dated as of March
                       30, 2009, by and between General Employment
                       Enterprises, Inc., PSQ, LLC and Herbert F. Imhoff,
                       Jr.

           10.4        Employment Agreement between General Employment
                       Enterprises, Inc. and Herbert F. Imhoff, Jr., as
                       amended. (Incorporated by reference to Exhibit
                       10.10 to the Company's Annual Report on Form 10-K
                       for the fiscal year ended September 30, 2001,
                       Exhibit 10.18 to the Company's Annual Report on
                       Form 10-KSB for the fiscal year ended September
                       30, 2007, and Exhibit 10.01 to the Company's
                       Current Report on Form 8-K dated March 25, 2009.)

           99.1        Press Release, dated March 30, 2009.


    --------------------------------------------------------------------
   *The schedules to the Purchase Agreement have been omitted from this
    filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will
    furnish copies of such schedules to the U.S. Securities and Exchange
    Commission upon request.










                                     13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>xex_2-1.txt
<TEXT>







                                                              EXHIBIT 2.1
                                                              -----------

        THE SECURITY PURCHASE AND TENDER OFFER AGREEMENT (THE "PURCHASE
   AGREEMENT") HAS BEEN INCLUDED TO PROVIDE INVESTORS AND SECURITY
   HOLDERS WITH INFORMATION REGARDING ITS TERMS. IT IS NOT INTENDED TO
   PROVIDE ANY OTHER FACTUAL INFORMATION ABOUT THE COMPANY. THE
   REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE PURCHASE
   AGREEMENT WERE MADE ONLY FOR PURPOSES OF SUCH AGREEMENT AND AS OF
   SPECIFIC DATES, WERE SOLELY FOR THE BENEFIT OF THE PARTIES TO SUCH
   AGREEMENT, AND ARE SUBJECT TO LIMITATIONS AGREED UPON BY THE
   CONTRACTING PARTIES, INCLUDING BEING QUALIFIED, MODIFIED OR LIMITED BY
   CONFIDENTIAL DISCLOSURES EXCHANGED BETWEEN THE PARTIES IN CONNECTION
   WITH THE EXECUTION OF THE PURCHASE AGREEMENT. THE REPRESENTATIONS AND
   WARRANTIES MAY HAVE BEEN MADE FOR THE PURPOSES OF ALLOCATING
   CONTRACTUAL RISK BETWEEN THE PARTIES TO THE AGREEMENT INSTEAD OF
   ESTABLISHING THESE MATTERS AS FACTS, AND MAY BE SUBJECT TO STANDARDS
   OF MATERIALITY APPLICABLE TO THE CONTRACTING PARTIES THAT DIFFER FROM
   THOSE APPLICABLE TO INVESTORS. INVESTORS ARE NOT THIRD-PARTY
   BENEFICIARIES UNDER THE PURCHASE AGREEMENT AND SHOULD NOT RELY ON THE
   REPRESENTATIONS, WARRANTIES AND COVENANTS OR ANY DESCRIPTIONS THEREOF
   AS CHARACTERIZATIONS OF THE ACTUAL STATE OF FACTS OR CONDITION OF THE
   COMPANY OR PURCHASER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR
   AFFILIATES. MOREOVER, INFORMATION CONCERNING THE SUBJECT MATTER OF THE
   REPRESENTATIONS AND WARRANTIES MAY CHANGE AFTER THE DATE OF THE
   PURCHASE AGREEMENT, WHICH SUBSEQUENT INFORMATION MAY OR MAY NOT BE
   FULLY REFLECTED IN THE COMPANY'S PUBLIC DISCLOSURES. ACCORDINGLY, THE
   REPRESENTATIONS AND WARRANTIES IN THE PURCHASE AGREEMENT SHOULD NOT BE
   VIEWED OR RELIED UPON AS STATEMENTS OF ACTUAL FACTS OR THE ACTUAL
   STATE OF AFFAIRS OF THE COMPANY.

                          SECURITIES PURCHASE AND
                           TENDER OFFER AGREEMENT

        This Securities Purchase and Tender Offer Agreement ("Agreement")
   is dated as of March 30, 2009, between General Employment Enterprises,
   Inc., an Illinois corporation ("Company"), and PSQ, LLC, a newly
   formed Kentucky limited liability company created as a special purpose
   vehicle as purchaser of the securities that are the subject of this
   Agreement ("Purchaser").

        WHEREAS, subject to the terms and conditions set forth in this
   Agreement, the Company desires to issue and sell to Purchaser, and
   Purchaser desires to purchase from the Company, newly-issued shares of
   Common Stock (as defined below) of the Company as more fully described
   in this Agreement; and

        WHEREAS, each of the respective Boards of Member-Managers or
   Directors of Purchaser and the Company has determined it is in the
   best interests of their respective stockholders or members for the
   Purchaser to also offer to acquire up to 2,500,000 shares of the
   Common Stock of the Company ("Maximum Number of Shares") at a price of

                                      1







   $.60 in cash per share pursuant to a cash tender offer ("Offer") upon
   the terms and conditions set forth herein.

        NOW, THEREFORE, IN CONSIDERATION of the mutual covenants
   contained in this Agreement, and for other good and valuable
   consideration the receipt and adequacy of which are hereby
   acknowledged, the Company and Purchaser agree as follows:

                                 ARTICLE I.
                                 DEFINITIONS

        1.1  DEFINITIONS. In addition to the terms defined elsewhere in
   this Agreement, for all purposes of this Agreement, the following
   terms have the meanings set forth in this Section 1.1:

             "Action" shall have the meaning ascribed to such term in
        Section 3.2(j).

             "Affiliate" means any Person that, directly or indirectly
        through one or more intermediaries, controls or is controlled by
        or is under common control with a Person as such terms are used
        in and construed under Rule 405 under the Securities Act. With
        respect to Purchaser, any investment fund or managed account that
        is managed on a discretionary basis by the same investment
        manager as Purchaser will be deemed to be an Affiliate of
        Purchaser.

             "Board of Directors" means the board of directors of the
        Company from time to time as constituted.

             "Business Day" means any day except any Saturday, any
        Sunday, any day which is a federal legal holiday in the United
        States or any day on which banking institutions in the State of
        New York are authorized or required by law or other governmental
        action to close.

             "Closing" means the simultaneous consummation of the
        purchase and sale of the Securities to be acquired by the
        Purchaser pursuant to Section 2.1 hereof and the consummation of
        the Offer described in Section 2.3 hereof.

             "Closing Date" means the Trading Day when the Closing
        occurs.

             "Commission" means the United States Securities and Exchange
        Commission.

             "Common Stock" means the common stock of the Company, no par
        value, and any other class of securities into which such
        securities may hereafter be reclassified or changed into.



                                      2







             "Common Stock Equivalents" means any securities of the
        Company or the Subsidiaries which would entitle the holder
        thereof to acquire at any time Common Stock, including, without
        limitation, any debt, preferred stock, rights, options, warrants
        or other instrument that is at any time convertible into or
        exercisable or exchangeable for, or otherwise entitles the holder
        thereof to receive, Common Stock.

             "Company Counsel" means Schiff Hardin LLP, with offices
        located at 6600 Sears Tower, Chicago, Illinois 60606.

             "Exchange Act" means the Securities Exchange Act of 1934, as
        amended, and the rules and regulations promulgated there under.

             "GAAP" shall have the meaning ascribed to such term in
        Section 3.2(h).

             "Indebtedness" shall have the meaning ascribed to such term
        in Section 3.2(x).

             "Intellectual Property Rights" shall have the meaning
        ascribed to such term in Section 3.2(o).

             "Liens" means a lien, charge, security interest,
        encumbrance, right of first refusal, preemptive right or other
        restriction.

             "Material Adverse Effect" shall have the meaning assigned to
        such term in Section 3.1.

             "Material Permits" shall have the meaning ascribed to such
        term in Section 3.2(m).

             "Offer" shall mean the tender offer Purchaser shall commence
        (within the meaning of Rule 14d-2 under the Exchange Act) within
        ten (10) business days of the date hereof, as described in this
        Agreement.

             "Person" means an individual or corporation, partnership,
        trust, incorporated or unincorporated association, joint venture,
        limited liability company, joint stock company, government (or an
        agency or subdivision thereof) or other entity of any kind.

             "Required Approvals" shall have the meaning ascribed to such
        term in Section 3.2(e).

             "Registration Rights Agreement" means the agreement that is
        one of the Transaction Documents ancillary to this Agreement to
        be executed by the Purchaser, the Company and Herbert F. Imhoff,
        Jr.



                                      3







              "SEC Reports" shall have the meaning ascribed to such term
        in Section 3.2(h).

             "Securities" means the Shares of Common Stock to be sold to
        Purchaser by the Company pursuant to this Agreement.

             "Securities Act" means the Securities Act of 1933, as
        amended, and the rules and regulations promulgated there under.

             "Shares" means shares of Common Stock.

             "Short Sales" means all "short sales" as defined in Rule 200
        of Regulation SHO under the Exchange Act (but shall not be deemed
        to include the location and/or reservation of borrowable shares
        of Common Stock).

             "Trading Day" means a day on which the Common Stock is
        traded on the Trading Market or an over-the-counter market, if
        applicable.

             "Trading Market" means the following markets or exchanges on
        which the Common Stock is listed or quoted for trading on the
        date in question: NYSE Amex.

             "Transaction Documents" means this Agreement and any other
        documents or agreements executed in connection with the
        transactions contemplated hereunder.

             "Transfer Agent" means Continental Stock Transfer & Trust
        Company.

                                 ARTICLE II.
                              PURCHASE AND SALE

        2.1  CLOSING.

        (a)  The Closing shall occur no later than the third Business Day
   after satisfaction of the conditions set forth in Section 2.5 (other
   than those conditions that by their nature are to be satisfied at
   Closing).

        (b)  On the Closing Date, upon the terms and subject to the
   conditions set forth herein, immediately after the consummation of the
   Offer on the Closing Date, the Company agrees to sell, and the
   Purchaser agrees to purchase, an aggregate of 7,700,000 Shares of
   Common Stock at the Purchase Price set forth below. On the Closing
   Date, Purchaser shall direct the Escrow Agent (as defined below) to
   deliver to the Company from the Escrow Account (as defined below), via
   wire transfer, immediately available funds equal to the Purchase Price
   and the Company shall deliver to Purchaser duly authorized
   certificates representing the Securities.


                                      4







        (c)  As soon as reasonably practicable after the Closing,
   Purchaser shall instruct the Escrow Agent to mail to each holder of
   record of a certificate or certificates that, immediately prior to the
   Closing, evidenced outstanding Shares (the "Certificates"), (i) a form
   of letter of transmittal (which shall specify that delivery shall be
   effected, and risk of loss and title to the Certificates shall pass,
   only upon proper delivery of the Certificates to the Escrow Agent, and
   shall be in such form and have such other provisions as are reasonable
   and customary in transactions such as the Offer) and (ii) instructions
   for use in effecting the surrender of the Certificates in exchange for
   the Per Share Offer Consideration to be paid therefore pursuant to
   Section 2.2(b), and, if applicable, a new Certificate representing any
   Shares represented by the surrendered Certificate that were not
   surrendered or accepted for surrender in the Offer.  Upon surrender of
   a Certificate to the Escrow Agent together with such letter of
   transmittal, duly executed, and such other customary documents as may
   be required pursuant to such instructions, the holder of such
   Certificate shall be entitled to receive from Purchaser in exchange
   therefor cash in an amount equal to the product of (i) the number of
   Shares theretofore represented by such Certificate that were validly
   tendered on or prior to the Final Expiration Date (as defined below)
   and not timely withdrawn, subject to reduction pursuant to Section
   2.3.1(c), and (ii) the Per Share Offer Consideration.  If the
   Certificate represented more Shares than the number of Shares validly
   tendered by the holder thereof (and not withdrawn) prior to the Final
   Expiration Date after taking into account any reduction pursuant to
   Section 2.3.1(c), then the Company shall issue a new Certificate to
   the surrendering holder thereof representing the number of Shares
   represented by the surrendered Certificate that were not so tendered
   or accepted for tender in the Offer.  No interest shall be paid or
   accrued on any cash payable upon the surrender of any Certificate.  If
   payment is to be made to a person other than the person in whose name
   the surrendered Certificate is registered, it shall be a condition of
   payment that the Certificate so surrendered shall be properly endorsed
   or otherwise in proper form for transfer and that the person
   requesting such payment shall pay any transfer or other taxes required
   by reason of the payment to a person other than the registered holder
   of the surrendered Certificate or established to the satisfaction of
   Purchaser and the Company that such taxes have been paid or are not
   applicable.  Any portion of the Escrow Amount which remains
   undistributed to the holders of Certificates one year after the
   Closing shall be delivered to Purchaser, upon demand, and any holders
   of Certificates that have not theretofore complied with this Section
   2.1(c) shall thereafter look only to Purchaser, and only as general
   creditors thereof, for payment of their claim for any Per Share Offer
   Consideration. None of Purchaser, the Company or the Escrow Agent
   shall be liable to any person in respect of any payments or
   distributions payable from the Escrow Amount delivered to a public
   official pursuant to any applicable abandoned property, escheat or
   similar law.



                                      5







        (d)  The Closing shall occur at the offices of Company Counsel or
   such other location as the parties shall mutually agree.

        2.2  PURCHASE PRICE.

        (a)  The Company has agreed to issue and sell to the Purchaser
   and the Purchaser has agreed to purchase the Securities at a price
   equal to $.25 per Share, for an aggregate purchase price of $1,925,000
   ("Purchase Price").

        (b)  In addition, in accordance with Section 2.3, below,
   Purchaser has agreed to consummate the Offer for a maximum of
   2,500,000 Shares of the Company's outstanding Common Stock (subject to
   satisfaction of the conditions described in Section 2.5(b)), at a
   price of $.60 per Share ("Per Share Offer Consideration"), for a
   maximum aggregate Offer amount of $1,500,000.

        (c)  Simultaneous with the execution of this Agreement, Purchaser
   has caused to be deposited into a financial institution escrow account
   ("Escrow Account") with Park Avenue Bank, 460 Park Avenue, New York,
   NY 10022 ("Escrow Agent") the maximum aggregate Purchase Price
   totaling $1,925,000 ("Purchase Escrow Amount"), and no later than
   three (3) days prior to the Closing, Purchaser shall provide written
   evidence satisfactory to the Company of the availability of the
   aggregate maximum amount of the consideration needed to consummate the
   Offer totaling $1,500,00 ("Maximum Offer  Amount").The Purchase Escrow
   Amount shall be subject to the terms of  an escrow agreement entered
   into between the Company, Purchaser and the Escrow Agent on the date
   hereof which, among other things, provides for a return of the Escrow
   Amount to the Purchaser in the event of any termination of this
   Agreement, except if such termination provides for the payment of
   damages to the Company as provided for in Section 6.2.

        2.3  TENDER OFFER.

        2.3.1  TERMS OF TENDER OFFER.

        (a)  Provided that this Agreement shall not have been terminated
   in accordance with Section 6.1 hereof, Purchaser shall commence
   (within the meaning of Rule 14d-2 under the Exchange Act) the Offer
   within ten (10) business days of the date hereof. Consummation of the
   Offer will be subject only to the satisfaction or waiver of the
   conditions set forth in Section 2.5(b) hereof, any of which conditions
   may be waived in the sole discretion of Purchaser. Assuming all of the
   conditions to consummation of the Offer are satisfied, Purchaser shall
   consummate the Offer as promptly as possible to the extent necessary
   to acquire the Maximum Number of Shares (taking into account the
   Shares validly tendered and not timely withdrawn as of the Final
   Expiration Date).

        (b)  Purchaser agrees that upon the terms and subject to the
   conditions of this Agreement, Purchaser shall accept for payment all

                                      6







   Shares (including any Securities), up to the Maximum Number of Shares,
   that are validly tendered on or prior to the Final Expiration Date and
   not timely withdrawn, as soon as it is permitted to do so under
   applicable law, and shall pay for such Shares promptly thereafter.

        (c)  In the event that the number of Shares that are validly
   tendered on or prior to the Final Expiration Date and not timely
   withdrawn exceed the Maximum Number of Shares, the final number of
   Shares deemed validly tendered by each stockholder of the Company as
   of the Final Expiration Date shall be reduced to be an amount equal to
   the product of: (i) the number of Shares validly tendered by such
   stockholder (and not withdrawn) as of the Final Expiration Date and
   (ii) the quotient of (A) 2,500,000 over (B) the total number of Shares
   validly tendered (and not withdrawn) by all stockholders of the
   Company as of the Final Expiration Date.

        (d)  The Offer shall initially be scheduled to expire seventy-
   five (75) days following the commencement thereof; provided that,
   unless this Agreement shall have been terminated pursuant to Section
   6.1 hereof, Purchaser shall be required to extend the Offer from time-
   to-time until the Closing Date in the event that, at a then-scheduled
   expiration date, the conditions to Closing set forth in Section 2.5
   have not been satisfied (such final expiration date of the Offer being
   referred to herein as the "Final Expiration Date"); provided further
   that, under no circumstances shall any such extension be less than the
   minimum number of days required by the Exchange Act or the rules and
   regulations promulgated thereunder or by applicable law.

        (e)  As promptly as practicable on the date of commencement of
   the Offer, Purchaser shall file with the United States Securities and
   Exchange Commission ("SEC") a Tender Offer Statement on Schedule TO
   (together with all amendments and supplements thereto, the "Schedule
   TO") with respect to the Offer which shall comply as to form in all
   material respects with the provisions of applicable federal securities
   laws. The Schedule TO shall contain or incorporate by reference an
   offer to purchase ("Offer to Purchase") and forms of the related
   letter of transmittal and all other ancillary Offer documents
   (collectively, together with all amendments and supplements thereto,
   the "Offer Documents"). The Company and Purchaser shall cause the
   Offer Documents to be disseminated to the holders of the Shares as and
   to the extent required by applicable federal securities laws.
   Purchaser, on the one hand, and the Company, on the other hand, will
   promptly correct any information provided by it for use in the Offer
   Documents if and to the extent that it shall have become false or
   misleading in any material respect, and Purchaser will cause the Offer
   Documents as so corrected to be filed with the SEC and to be
   disseminated to holders of the Shares, in each case as and to the
   extent required by applicable federal securities laws. In conducting
   the Offer, Purchaser shall comply in all material respects with the
   provisions of the Exchange Act and any other applicable law. The
   Company and its counsel shall be given a reasonable opportunity to
   review and comment upon the Schedule TO before it is filed with the

                                      7







   SEC. In addition, Purchaser agrees to provide the Company and its
   counsel with any comments, whether written or oral, that Purchaser or
   its counsel may receive from time-to-time from the SEC or its staff
   with respect to the Offer Documents promptly after the receipt of such
   comments and to consult with the Company and its counsel prior to
   responding to any such comments.

        (f)  For the avoidance of doubt, without the prior written
   consent of the Company, Purchaser shall not (i) decrease or change the
   form of the Per Share Offer Consideration described in Section 2.2(b)
   above, (ii) amend any term of the Offer in any manner adverse to
   holders of Shares of Common Stock, or (iii) change any of the closing
   conditions to the Offer described in Section 2.5(b) or impose any
   additional conditions to the Offer.

        2.3.2     COMPANY ACTION.

        (a)  The Company hereby approves of and consents to the Offer and
   represents and warrants that the Company's Board of Directors, at a
   meeting duly called and held, has (i) determined that the terms of the
   Offer are fair to and in the best interests of the stockholders of the
   Company, (ii) approved this Agreement, the Offer and the other
   transactions contemplated hereby and (iii) resolved (subject to the
   limitations contained herein) to recommend that the stockholders of
   the Company accept the Offer, tender their Shares to Purchaser
   thereunder and approve and adopt this Agreement. Subject to Section
   4.3 below, the Company hereby consents to the inclusion in the Offer
   Documents of the Board's recommendation described in the immediately
   preceding sentence. The Company has been authorized by Prairie Capital
   Advisors, Inc., the Company's financial advisor, to permit the
   inclusion of a copy its fairness opinion with regard to the
   transactions contemplated hereby.

        (b)  On the date the Offer Documents are filed with the SEC, the
   Company shall file with the SEC a Solicitation/Recommendation
   Statement on Schedule 14D-9 with respect to the Offer (such Schedule
   14D-9, as amended or supplemented from time to time, the "Schedule
   14D-9") containing, subject to Section 4.3 below, the recommendations
   referred to in paragraph (a) above and shall mail the Schedule 14D-9
   to the record holders of Shares as required by law. Purchaser will
   promptly supply to the Company in writing, for inclusion in the
   Schedule 14D-9, all information concerning Purchaser as required by
   Section 14(f) of the Exchange Act and Rule 14F-1 thereunder, and the
   Company shall include such information in the Schedule 14D-9. Each of
   the Company and Purchaser shall promptly correct any information
   provided by it for use in the Schedule 14D-9 if and to the extent that
   such information shall have become false or misleading in any material
   respect, and the Company shall take all steps necessary to amend or
   supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so
   amended or supplemented to be filed with the SEC and disseminated to
   the Company's stockholders, in each case as and to the extent required
   by or deemed advisable under applicable federal securities laws.

                                      8







   Purchaser and its counsel shall be given reasonable opportunity to
   review and comment upon the Schedule 14D-9 prior to its filing with
   the SEC or dissemination to stockholders of the Company. The Company
   shall provide Purchaser and its counsel in writing with any written
   comments (and orally, any oral comments) the Company or its counsel
   may receive from the SEC or its staff with respect to the Schedule
   14D-9 promptly after the receipt of such comments and shall consult
   with Purchaser and its counsel prior to responding to such comments.

        (c)  The Company shall promptly furnish Purchaser with mailing
   labels containing the names and addresses of all record holders of
   Shares and with security position listings of Shares held in stock
   depositories, each as of a recent date, together with all other
   available listings and computer files containing names, addresses and
   security position listings of record holders and  beneficial owners of
   Shares. The Company shall furnish Purchaser with such additional
   information, including, without limitation, updated listings and
   computer files of stockholders, mailing labels and security position
   listings, and such other assistance as the Company, Purchaser or their
   agents may reasonably require in communicating the Offer to the record
   and beneficial holders of Shares. Subject to the requirements of
   applicable law, and except for such steps as are necessary to
   disseminate the Offer Documents and any other documents necessary to
   consummate the Offer, the Purchaser and its Affiliates shall hold in
   confidence the information contained in such labels, listings and
   files, shall use such information solely in connection with the Offer,
   and, if this Agreement is terminated in accordance with Section 6.1
   hereof, shall promptly deliver or cause to be delivered to the Company
   all copies of such information, labels, listings and files then in
   their possession or in the possession of their agents or
   representatives.

        2.4  COMPANY STOCKHOLDERS MEETING; PREPARATION OF THE PROXY
             STATEMENT.

        (a)  As soon as practicable following the date hereof, the
   Company shall use its commercially reasonable efforts to take all
   action necessary, in accordance with the Illinois Business Corporation
   Act of 1983, as amended ("Illinois Business Act"), the Exchange Act
   and other applicable law and its certificate of incorporation and
   bylaws to convene and hold a meeting of the stockholders of Company
   (the "Stockholders Meeting") for the purpose of considering and voting
   upon the sale by the Company of Securities to Purchaser as
   contemplated by this Agreement and to solicit proxies pursuant to a
   proxy statement of the Company to be filed by the Company in
   connection therewith ("Company Proxy Statement").  Subject to the
   provisions of Section 4.3 below, the Board of Directors shall
   recommend that the holders of Shares vote in favor of the sale by the
   Company of Securities to Purchaser as contemplated by this Agreement
   at the Stockholders Meeting and shall cause such recommendation to be
   included in the Company Proxy Statement.


                                      9







        (b)  As soon as practicable following the date hereof, the
   Company, in consultation with Purchaser, shall prepare and file the
   Company Proxy Statement with the SEC in accordance with the Exchange
   Act and the rules and regulations thereunder.  Each of the Company and
   Purchaser shall promptly correct any information provided by it for
   use in the Company Proxy Statement if and to the extent that such
   information shall have become false or misleading in any material
   respect, and the Company shall take all steps necessary to amend or
   supplement the Company Proxy Statement and to cause the Company Proxy
   Statement as so amended or supplemented to be filed with the SEC and
   disseminated to the Company's stockholders, in each case as and to the
   extent required by or deemed advisable under applicable federal
   securities laws, state law or the requirements of any securities
   exchange on which the Company's Shares are listed. Purchaser and its
   counsel shall be given reasonable opportunity to review and comment
   upon the Company Proxy Statement prior to its filing with the SEC or
   dissemination to stockholders of the Company. The Company shall
   provide Purchaser and its counsel in writing with any written comments
   (and orally, any oral comments) the Company or its counsel may receive
   from the SEC or its staff with respect to the Company Proxy Statement
   promptly after the receipt of such comments and shall consult with
   Purchaser and its counsel prior to responding to such comments.

        2.5  CLOSING CONDITIONS.

        (a)  The obligations of the Company hereunder in connection with
   the Closing are subject to the following conditions being met or
   waived by the Company at or prior to the Closing, provided, however,
   that the Company may not rely on the failure of any of the following
   conditions in this Section 2.5(a) to be satisfied if such failure was
   caused by the Company's failure to act in good faith or to use best
   efforts to cause the Closing to occur, as required by Section 4.2:

             (i)  the approval of the sale by the Company of the
   Securities to Purchaser as contemplated hereby by affirmative vote (by
   a majority of votes cast) by the holders of shares of Common Stock;

             (ii) there is no order, litigation, injunction,
   administrative stop order or other legal restraint pending against the
   Company at the Closing Date that would limit or prohibit the Closing
   of the transactions contemplated by this Agreement;

             (iii)  the accuracy in all material respects on the Closing
   Date of the representations and warranties of the Purchaser contained
   herein as though made as of such time, except to the extent that such
   representations and warranties expressly relate to an earlier date (in
   which case such representations and warranties shall be true and
   correct in all material respects as of such earlier date); and

             (iv) all obligations, covenants and agreements of Purchaser
   required to be performed at or prior to the Closing Date pursuant to
   the terms hereof shall have been performed in all material respects.

                                     10







        (b)  The respective obligations of the Purchaser hereunder in
   connection with the Closing are subject to the following conditions
   being met or waived by Purchaser at or prior to the Closing, provided,
   however, that Purchaser may not rely on the failure of any of the
   following conditions in this Section 2.5(b) to be satisfied if such
   failure was caused by Purchaser's failure to act in good faith or to
   use best efforts to cause the Closing to occur, as required by Section
   4.2:

             (i)  the accuracy on the Closing Date of the representations
   and warranties of the Company contained herein as though made as of
   such time, except to the extent that such representations and
   warranties expressly relate to an earlier date (in which case such
   representations and warranties shall be true and correct as of such
   earlier date), in each case except for inaccuracies or breaches as to
   matters that, individually or in the aggregate, would not have a
   Material Adverse Effect;

             (ii) all obligations, covenants and agreements of the
   Company required to be performed at or prior to the Closing Date
   pursuant to the terms hereof shall have been performed in all material
   respects; and

             (iii)  there shall have been no Material Adverse Effect (as
   defined in Section 3.1 below) with respect to the Company since the
   date hereof.

                                ARTICLE III.
                       REPRESENTATIONS AND WARRANTIES

        3.1  GENERAL.

        In this Agreement, any reference to a "Material Adverse Effect"
   with respect to the Company means any event, change or effect that:

        (a)  is materially adverse to the financial condition,
   properties, assets (including intangible assets), liabilities
   (including contingent liabilities), business, operations or results of
   operations of the Company and its Subsidiaries, taken as a whole,
   except to the extent of any event, change or effect resulting from or
   arising in connection with:

             (i)  any change in general economic, business, regulatory,
   market conditions or political conditions, in each case both regional,
   domestic and international, including changes or disruptions in
   capital or financial markets;

             (ii) natural disasters, acts of God, any outbreak or
   escalation of hostilities, declared or undeclared acts of war or
   terrorism or civil unrest;



                                     11







             (iii)  any change in applicable laws of any governmental
   entity or interpretations thereof by any governmental entity or in
   GAAP;

             (iv) any change generally affecting the industry in which
   the Company conducts its business;

             (v)  the execution, announcement or performance of this
   Agreement or consummation of the transactions contemplated hereby,
   including any loss or threatened loss of, or adverse change or
   threatened adverse change in, the relationship of the Company with any
   of its customers, employees, shareholders, financing sources or
   vendors as a direct result thereof or in connection therewith;

             (vi) any change in the market price or trading volume of the
   securities of the Company (it being understood that the causes
   underlying such change in market price or trading volume may be taken
   into account in determining whether a Material Adverse Effect has
   occurred), or any suspension of trading in securities generally on any
   securities exchange on which the securities of the Company trade;

             (vii)  the failure of the Company in and of itself to meet
   any internal or public projections, forecasts or estimates of revenues
   or earnings (it being understood that the causes underlying such
   failure may be taken into account in determining whether a Material
   Adverse Effect has occurred);

             (viii)  any event, change or effect resulting from declines
   in the operational or financial performance of the Company that are
   not materially worse than the trends experienced by the Company in the
   quarter ended December 31, 2008;

             (ix) any actions taken (or omitted to be taken) at the
   written request of Purchaser;

             (x)  any action taken by the Company that is required
   pursuant to this Agreement; or

             (xi) any of the matters specifically disclosed in the
   Disclosure Schedule (as defined below);

        provided, however, that with respect to clauses (i) and (iv) such
        matter does not have a materially disproportionate effect on the
        Company, relative to comparable entities operating in the
        Company's business, and references in certain sections of this
        Agreement to dollar amounts are not intended to be, and shall not
        be deemed to be, illustrative or interpretative for purposes of
        determining whether a "Material Adverse Effect" has occurred; or

        (b)  would prevent the Company from performing its material
   obligations under this Agreement in any material respect.


                                     12







        In this Agreement, the words "Aware," "Knowledge" or similar
   words, expressions or phrases with respect to a party means the actual
   knowledge of such party's directors.

        The Company represents and warrants to Purchaser that the
   statements contained in this Article III are true and correct, except
   as set forth in the Disclosure Schedule, if any, delivered by the
   Company to Purchaser immediately prior to the execution and delivery
   of this Agreement (the "Disclosure Schedule"). Reference to any
   section in the Disclosure Schedule in this Article III shall be deemed
   to be a reference to all other sections in the Disclosure Schedule.
   Any reference in this Article III to an agreement being "Enforceable"
   shall be deemed to be qualified to the extent such enforceability is
   subject to (i) laws of general application relating to bankruptcy,
   insolvency, moratorium, fraudulent conveyance and the relief of
   debtors and (ii) the availability of specific performance, injunctive
   relief and other equitable remedies.

        3.2  REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set
   forth in the SEC Reports, which SEC Reports shall qualify any
   representation or warranty otherwise made herein to the extent of such
   disclosure, the Company hereby makes the following representations and
   warranties set forth below to Purchaser:

        (a)  SUBSIDIARIES. The Company owns, directly or indirectly, all
   of the capital stock or other equity interests of each of its direct
   and indirect subsidiaries (individually, a "Subsidiary") free and
   clear of any Liens, and all of the issued and outstanding shares of
   capital stock of each Subsidiary are validly issued and are fully
   paid, non-assessable and free of preemptive and similar rights to
   subscribe for or purchase securities.

        (b)  ORGANIZATION AND QUALIFICATION. The Company and each of the
   Subsidiaries is an entity duly incorporated or otherwise organized,
   validly existing and in good standing under the laws of the
   jurisdiction of its incorporation or organization (as applicable),
   with the requisite power and authority to own and use its properties
   and assets and to carry on its business as currently conducted.
   Neither the Company nor any Subsidiary is in violation or default of
   any of the provisions of its respective certificate or articles of
   incorporation, bylaws or other organizational or charter documents.
   Each of the Company and the Subsidiaries is duly qualified to conduct
   business and is in good standing as a foreign corporation or other
   entity in each jurisdiction in which the nature of the business
   conducted or property owned by it makes such qualification necessary,
   except where the failure to be so qualified or in good standing, as
   the case may be, could not have or reasonably be expected to result in
   a Material Adverse Effect on the Company, and no Proceeding has been
   instituted in any such jurisdiction revoking, limiting or curtailing
   or seeking to revoke, limit or curtail such power and authority or
   qualification.


                                     13







        (c)  AUTHORIZATION; ENFORCEMENT. The Company has the requisite
   corporate power and authority to enter into and, subject to the
   approval of its stockholders with respect to the sale by the Company
   to Purchaser of the Securities as contemplated hereby, to consummate
   the transactions contemplated by each of the Transaction Documents and
   otherwise to carry out its obligations hereunder and thereunder. The
   execution and delivery of each of the Transaction Documents by the
   Company and the consummation by it of the transactions contemplated
   hereby and thereby have been duly authorized by all necessary action
   on the part of the Company subject to the aforementioned stockholder
   approval and, except for obtaining such stockholder approval, no
   further action is required by the Company, the Board of Directors or
   the Company's stockholders in connection therewith other than in
   connection with the Required Approvals. Each Transaction Document has
   been (or upon delivery will have been) duly executed by the Company
   and, when delivered in accordance with the terms hereof and thereof,
   will constitute the valid and binding obligation of the Company
   enforceable against the Company in accordance with its terms, except
   (i) as limited by general equitable principles and applicable
   bankruptcy, insolvency, reorganization, moratorium and other laws of
   general application affecting enforcement of creditors' rights
   generally (ii) as limited by laws relating to the availability of
   specific performance, injunctive relief or other equitable remedies
   and (iii) that rights to indemnification and contribution there under
   may be limited by federal or state securities laws or public policy
   relating thereto.

        (d)  NO CONFLICTS. The execution, delivery and performance of the
   Transaction Documents by the Company, the issuance and sale of the
   Securities and the consummation by the Company of the other
   transactions contemplated hereby and thereby do not and will not (i)
   conflict with or violate any provision of the Company's or any
   Subsidiary's certificate or articles of incorporation, bylaws or other
   organizational or charter documents, or (ii) conflict with, or
   constitute a default (or an event that with notice or lapse of time or
   both would become a default) under, result in the creation of any Lien
   upon any of the properties or assets of the Company or any Subsidiary,
   or give to others any rights of termination, amendment, acceleration
   or cancellation (with or without notice, lapse of time or both) of,
   any agreement, credit facility, debt or other instrument (evidencing a
   Company or Subsidiary debt or otherwise) or other understanding to
   which the Company or any Subsidiary is a party or by which any
   property or asset of the Company or any Subsidiary is bound or
   affected (except as may have been waived) or (iii) subject to the
   Required Approvals, conflict with or result in a violation of any law,
   rule, regulation, order, judgment, injunction, decree or other
   restriction of any court or governmental authority to which the
   Company or a Subsidiary is subject (including federal and state
   securities laws and regulations), or by which any property or asset of
   the Company or a Subsidiary is bound or affected; except in the case
   of each of clauses (ii) and (iii), such as would not have a Material
   Adverse Effect.

                                     14







        (e)  FILINGS, CONSENTS AND APPROVALS. The Company is not required
   to obtain any consent, waiver, authorization or order of, give any
   notice to, or make any filing or registration with, any court or other
   federal, state, local or other governmental authority or other Person
   in connection with the execution, delivery and performance by the
   Company of the Transaction Documents, other than (i) compliance with
   any applicable requirements of the Exchange Act, (ii) the filings
   contemplated by Sections 2.3.2 and 2.4 hereof, (iii) obtaining
   approval of its stockholders with respect to the sale by the Company
   to Purchaser of the Securities as contemplated hereby, (iv) filings
   required pursuant to Section 4.1 of this Agreement, (v) application(s)
   to each applicable Trading Market for the listing of the Securities
   for trading thereon in the time and manner required thereby and (vi)
   such filings as are required to be made under applicable state
   securities laws, FINRA and the Trading Market (collectively, the
   "Required Approvals").

        (f)  ISSUANCE OF THE SECURITIES. The Securities are duly
   authorized and, when issued and paid for in accordance with this
   Agreement, will be duly and validly issued, fully paid and non-
   assessable, free and clear of all Liens imposed by the Company other
   than any restrictions on transfer provided herein.

        (g)  CAPITALIZATION. The capitalization of the Company is as
   described in the most recent applicable SEC Reports. The Company has
   not issued any capital stock since its most recently filed periodic
   report under the Exchange Act, other than as described in the SEC
   Reports, or pursuant to the exercise of employee stock options under
   the Company's stock option plans, the issuance of shares of Common
   Stock to employees pursuant to the Company's employee stock purchase
   plans and pursuant to the conversion or exercise of Common Stock
   Equivalents. No Person has any right of first refusal, preemptive
   right, right of participation, or any similar right to participate in
   the transactions contemplated by the Transaction Documents. Except as
   a result of the purchase and sale of the Securities and as described
   in the SEC Reports, there are no outstanding options, warrants, scrip
   rights to subscribe to, calls or commitments of any character
   whatsoever relating to, or securities, rights or obligations
   convertible into or exercisable or exchangeable for, or giving any
   Person any right to subscribe for or acquire, any shares of Common
   Stock, or contracts, commitments, understandings or arrangements by
   which the Company or any Subsidiary is or may become bound to issue
   additional shares of Common Stock or Common Stock Equivalents. Except
   as disclosed in the SEC Reports, the issuance and sale of the
   Securities will not obligate the Company to issue shares of Common
   Stock or other securities to any Person (other than the Purchaser) and
   will not result in a right of any holder of Company securities to
   adjust the exercise, conversion, exchange or reset price under any of
   such securities. All of the outstanding shares of capital stock of the
   Company are validly issued, fully paid and non-assessable, have been
   issued in compliance with all federal and state securities laws, and
   none of such outstanding shares was issued in violation of any

                                     15







   preemptive rights or similar rights to subscribe for or purchase
   securities. Except for approval by the Company's stockholders, no
   approval or authorization of the Board of Directors or others is
   required for the issuance and sale of the Securities. Except as
   described in the SEC Reports, there are no stockholders agreements,
   voting agreements or other similar agreements with respect to the
   Company's capital stock to which the Company is a party.

        (h)  SEC REPORTS; FINANCIAL STATEMENTS. The Company has complied
   in all material respects with requirements to file all reports,
   schedules, forms, statements and other documents required to be filed
   by the Company under the Exchange Act, including pursuant to Section
   13(a) or 15(d) thereof, for the year preceding the date hereof (or
   such shorter period as the Company was required by law or regulation
   to file such material) (the foregoing materials, including the
   exhibits thereto and documents incorporated by reference therein,
   being collectively referred to herein as the "SEC Reports") on a
   timely basis or has received a valid extension of such time of filing
   and has filed any such SEC Reports prior to the expiration of any such
   extension. As of their respective dates, the SEC Reports complied in
   all material respects with the requirements of the Securities Act and
   the Exchange Act, as applicable, and the rules and regulation of the
   Commission promulgated there under, and none of the SEC Reports, when
   filed, contained any untrue statement of a material fact or omitted to
   state a material fact required to be stated therein or necessary in
   order to make the statements therein, in the light of the
   circumstances under which they were made, not misleading. The
   financial statements of the Company included in the SEC Reports comply
   in all material respects with applicable accounting requirements and
   the rules and regulations of the Commission with respect thereto as in
   effect at the time of filing. Such financial statements have been
   prepared in accordance with United States generally accepted
   accounting principles applied on a consistent basis during the periods
   involved ("GAAP"), except as may be otherwise specified in such
   financial statements or the notes thereto and except that unaudited
   financial statements may not contain all footnotes required by GAAP,
   and fairly present in all material respects the financial position of
   the Company and its consolidated Subsidiaries as of and for the dates
   thereof and the results of operations and cash flows for the periods
   then ended, subject, in the case of unaudited statements, to normal,
   immaterial, year-end audit adjustments.

        (i)  MATERIAL CHANGES; UNDISCLOSED EVENTS, LIABILITIES OR
   DEVELOPMENTS. Since the date of the latest audited financial
   statements included within the SEC Reports except as disclosed in the
   SEC Reports, (i) there has been no event, occurrence or development
   that has had or that would result in a Material Adverse Effect, (ii)
   the Company has not incurred any liabilities (contingent or otherwise)
   other than (A) trade payables and accrued expenses incurred in the
   ordinary course of business consistent with past practice and (B)
   liabilities not required to be reflected in the Company's financial
   statements pursuant to GAAP or disclosed in filings made with the

                                     16







   Commission, (iii) the Company has not altered its method of accounting
   except as required by law or GAAP, (iv) the Company has not declared
   or made any dividend or distribution of cash or other property to its
   stockholders or purchased, redeemed or made any agreements to purchase
   or redeem any shares of its capital stock and (v) the Company has not
   issued any equity securities to any officer, director or Affiliate,
   except pursuant to existing Company equity compensation plans. The
   Company does not have pending before the Commission any request for
   confidential treatment of information. Except with respect to the
   transactions contemplated by this Agreement or as set forth in the SEC
   Reports, since the end of the period covered by the last SEC report,
   no event, liability or development has occurred or exists with respect
   to the Company or its Subsidiaries or their respective business,
   properties, operations or financial condition, that would be required
   to be disclosed by the Company under applicable securities laws at the
   time this representation is made or deemed made that has not been
   publicly disclosed prior to the date of this Agreement.

        (j)  LITIGATION. Except as disclosed in the SEC Reports, there is
   no action, suit, or proceeding or, to the knowledge of the Company,
   investigation, pending or, to the knowledge of the Company, threatened
   against or affecting the Company, any Subsidiary or any of their
   respective properties before or by any court, arbitrator, governmental
   or administrative agency or regulatory authority (federal, state,
   county, local or foreign) (collectively, an "Action") in effect as of
   the date hereof which (i) challenges the legality, validity or
   enforceability of any of the Transaction Documents or (ii) would, if
   there were an unfavorable decision, have a Material Adverse Effect.
   Neither the Company nor any Subsidiary, nor, to the knowledge of the
   Company, any director or officer thereof, is or has been the subject
   of any Action involving a claim of violation of or liability under
   federal or state securities laws or a claim of breach of fiduciary
   duty. To the knowledge of the Company, there is not pending or
   contemplated any investigation by the Commission involving the Company
   or any current or former director or officer of the Company. To the
   knowledge of the Company, the Commission has not issued any stop order
   or other order suspending the effectiveness of any registration
   statement filed by the Company or any Subsidiary under the Exchange
   Act or the Securities Act.

        (k)  LABOR RELATIONS. No material labor dispute exists or, to the
   knowledge of the Company, is imminent with respect to any of the
   employees of the Company which would have a Material Adverse Effect.
   No executive officer, to the knowledge of the Company, is in violation
   of any material term of any employment contract, confidentiality,
   disclosure or proprietary information agreement or non-competition
   agreement, or any other contract or agreement or any restrictive
   covenant, and, to the Company's knowledge, the continued employment of
   each such executive officer does not subject the Company or any of its
   Subsidiaries to any liability with respect to any of the foregoing
   matters. The Company and its Subsidiaries are in compliance with all
   U.S. federal, state, local and foreign laws and regulations relating

                                     17







   to employment and employment practices, terms and conditions of
   employment and wages and hours, except where the failure to be in
   compliance would not, individually or in the aggregate, have a
   Material Adverse Effect.

        (l)  COMPLIANCE. Except as disclosed in the SEC Reports, neither
   the Company nor any Subsidiary (i) is in default under or in violation
   of (and no event has occurred that has not been waived that, with
   notice or lapse of time or both, would result in a default by the
   Company or any Subsidiary under), nor has the Company or any
   Subsidiary received notice of a claim that it is in default under or
   that it is in violation of, any indenture, loan or credit agreement or
   any other agreement or instrument to which it is a party or by which
   it or any of its properties is bound (whether or not such default or
   violation has been waived), (ii) is in violation of any order of any
   court, arbitrator or governmental body, or (iii) is or has been in
   violation of any statute, rule or regulation of any governmental
   authority, including without limitation all foreign, federal, state
   and local laws applicable to its business and all such laws that
   affect the environment, except in each case as would not have a
   Material Adverse Effect.

        (m)  REGULATORY PERMITS. Except as disclosed in the SEC Reports,
   the Company and the Subsidiaries possess all certificates,
   authorizations and permits issued by the appropriate federal, state,
   local or foreign regulatory authorities necessary to conduct their
   respective businesses as described in the SEC Reports, except where
   the failure to possess such permits would not have a Material Adverse
   Effect ("Material Permits"), and neither the Company nor any
   Subsidiary has received any notice of proceedings in the last year
   relating to the revocation or modification of any Material Permit.

        (n)  TITLE TO ASSETS. The Company and the Subsidiaries have good
   title in fee simple to all real property owned by them and good title
   in all personal property owned by them that is material to the
   business of the Company and the Subsidiaries, in each case free and
   clear of all Liens, except for Liens that do not materially affect the
   value of such property and do not materially interfere with the use
   made and proposed to be made of such property by the Company and the
   Subsidiaries and Liens for the payment of federal, state or other
   taxes, the payment of which is neither delinquent nor subject to
   penalties. Any real property and facilities held under lease by the
   Company and the Subsidiaries are held by them under valid, subsisting
   and enforceable leases with which the Company and the Subsidiaries are
   in compliance.

        (o)  PATENTS AND TRADEMARKS. The Company and the Subsidiaries
   have, or have rights to use, all patents, patent applications,
   trademarks, trademark applications, service marks, trade names, trade
   secrets, inventions, copyrights, licenses and other intellectual
   property rights and similar rights necessary or material for use in
   connection with their respective businesses as described in the SEC

                                     18







   Reports and which the failure to so have would have a Material Adverse
   Effect (collectively, the "Intellectual Property Rights"). Neither the
   Company nor any Subsidiary has received a notice (written or
   otherwise) in the last year that any of the Intellectual Property
   Rights used by the Company or any Subsidiary violates or infringes
   upon the rights of any Person. To the knowledge of the Company, there
   is no existing infringement by another Person of any of the
   Intellectual Property Rights. The Company and its Subsidiaries have
   taken reasonable measures to protect the secrecy, confidentiality and
   value of all of their intellectual properties, except where failure to
   do so would not, individually or in the aggregate, have a Material
   Adverse Effect.

        (p)  INSURANCE. The Company and the Subsidiaries have insurance
   policies against such losses and risks and in such amounts as
   management for the Company believes is appropriate for the businesses
   in which the Company and the Subsidiaries are engaged, including, but
   not limited to, directors and officers insurance coverage. To the
   knowledge of the Company, such insurance contracts are accurate and
   complete.

        (q)  TRANSACTIONS WITH AFFILIATES AND EMPLOYEES. Except as set
   forth in the SEC Reports, none of the officers or directors of the
   Company and, to the knowledge of the Company, none of the employees of
   the Company is presently a party to any transaction with the Company
   or any Subsidiary (other than for services as employees, officers and
   directors), including any contract, agreement or other arrangement
   providing for the furnishing of services to or by, providing for
   rental of real or personal property to or from, or otherwise requiring
   payments to or from any officer, director or such employee or, to the
   knowledge of the Company, any entity in which any officer, director,
   or any such employee has a substantial interest or is an officer,
   director, trustee or partner, other than for (i) payment of salary or
   consulting fees for services rendered, (ii) reimbursement for expenses
   incurred on behalf of the Company and (iii) other employee benefits,
   including stock option agreements or any other similar arrangements
   under any equity plan of the Company.

        (r)  SARBANES-OXLEY; INTERNAL ACCOUNTING CONTROLS. The Company is
   in material compliance with all provisions of the Sarbanes-Oxley Act
   of 2002 which are applicable to it as of the Closing Date. The Company
   and the Subsidiaries maintain a system of internal accounting controls
   that is designed to provide reasonable assurance that (i) transactions
   are executed in accordance with management's general or specific
   authorizations, (ii) transactions are recorded as necessary to permit
   preparation of financial statements in conformity with GAAP and to
   maintain asset accountability, (iii) access to assets is permitted
   only in accordance with management's general or specific
   authorization, and (iv) the recorded accountability for assets is
   compared with the existing assets at reasonable intervals and
   appropriate action is taken with respect to any differences. The
   Company has established disclosure controls and procedures (as defined

                                     19







   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company that
   are designed to ensure that information required to be disclosed by
   the Company in the reports it files or submits under the Exchange Act
   is recorded, processed, summarized and reported, within the time
   periods specified in the Commission's rules and forms. The Company's
   certifying officers have evaluated the effectiveness of the Company's
   disclosure controls and procedures required under the Exchange Act.

        (s)  CERTAIN FEES. Except as otherwise provided in the
   Transaction Documents, no brokerage or finder's fees or commissions
   are or will be payable by the Company to any broker, financial advisor
   or consultant, finder, placement agent, investment banker, bank or
   other Person with respect to the transactions contemplated by the
   Transaction Documents. The Purchasers shall have no obligation with
   respect to any fees or with respect to any claims made by or on behalf
   of other Persons for fees of a type contemplated in this Section that
   may be due from the Company in connection with the transactions
   contemplated by the Transaction Documents.

        (t)  INVESTMENT COMPANY. The Company is not, and immediately
   after receipt of payment for the Securities, will not be an
   "investment company" within the meaning of the Investment Company Act
   of 1940, as amended.

        (u)  REGISTRATION RIGHTS. Except as disclosed in the SEC Reports,
   no Person has any right to cause the Company to effect the
   registration under the Securities Act of any securities of the
   Company, which rights are currently not satisfied.

        (v)  LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is
   registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
   the Company has taken no action designed to, or which to its knowledge
   is likely to have the effect of, terminating the registration of the
   Common Stock under the Exchange Act nor has the Company received any
   notification that the Commission is contemplating terminating such
   registration. The Company has not, in the 12 months preceding the date
   hereof, received notice from any Trading Market on which the Common
   Stock is or has been listed or quoted to the effect that the Company
   is not in compliance with the listing or maintenance requirements of
   such Trading Market.

        (w)  APPLICATION OF TAKEOVER PROTECTIONS. The Company and the
   Board of Directors have taken all necessary action, if any, in order
   to render inapplicable any control share acquisition, business
   combination, poison pill (including any distribution under a rights
   agreement) or other similar anti-takeover provision under the
   Company's certificate of incorporation (or similar charter documents)
   or the laws of its state of incorporation that is or could become
   applicable to the Purchaser as a result of the Purchaser and the
   Company fulfilling their obligations or exercising their rights under
   the Transaction Documents, including without limitation as a result of


                                     20







   the Company's issuance of the Securities and the Purchaser ownership
   of the Securities.

        (x)  "Indebtedness" The SEC Reports sets forth as of the dates
   specified therein all outstanding secured and unsecured Indebtedness
   of the Company or any Subsidiary, or for which the Company or any
   Subsidiary has commitments. For the purposes of this Agreement,
   "Indebtedness" means (a) any liabilities for borrowed money or amounts
   owed in excess of $50,000 (other than trade accounts payable incurred
   in the ordinary course of business) and (b) all guaranties,
   endorsements and other contingent obligations in respect of
   indebtedness of others, whether or not the same are or should be
   reflected in the Company's balance sheet (or the notes thereto),
   except guaranties by endorsement of negotiable instruments for deposit
   or collection or similar transactions in the ordinary course of
   business. Neither the Company nor any Subsidiary is in default with
   respect to any Indebtedness.

        (y)  TAX STATUS. Except for matters that would not, individually
   or in the aggregate, have a Material Adverse Effect, the Company and
   each Subsidiary has filed all necessary federal, state and foreign
   income and franchise tax returns and has paid or accrued all taxes
   shown as due thereon, and the Company has no knowledge of a tax
   deficiency which has been asserted or threatened against the Company
   or any Subsidiary in the last year.

        (z)  FOREIGN CORRUPT PRACTICES. Neither the Company, nor to the
   knowledge of the Company, any agent or other person acting on behalf
   of the Company, has (i) directly or indirectly, used any funds for
   unlawful contributions, gifts, entertainment or other unlawful
   expenses related to foreign or domestic political activity, (ii) made
   any unlawful payment to foreign or domestic government officials or
   employees or to any foreign or domestic political parties or campaigns
   from corporate funds, (iii) failed to disclose fully any contribution
   made by the Company (or made by any person acting on its behalf of
   which the Company is aware) which is in violation of law, or (iv)
   violated in any material respect any provision of the Foreign Corrupt
   Practices Act of 1977, as amended.

        (aa) Except for the representations and warranties of the Company
   contained in this Section 3.2, neither the Company nor any other
   Person on behalf of the Company makes any other express or implied
   representation or warranty with respect to the Company or any of its
   Affiliates or with respect to any other information provided by the
   Company or any of its Affiliates.

        3.3  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. Purchaser
   hereby represents and warrants as of the date hereof and as of the
   Closing Date to the Company as follows:

        (a)  ORGANIZATION; AUTHORITY. Purchaser is an entity duly
   organized, validly existing and in good standing under the laws of the

                                     21







   jurisdiction of its organization with full right, limited liability
   company power and authority to enter into and to consummate the
   transactions contemplated by this Agreement and the other Transaction
   Documents and otherwise to carry out its obligations hereunder and
   thereunder. The execution and delivery of this Agreement and the other
   Transaction Documents and performance by Purchaser of the transactions
   contemplated by this Agreement and the other Transaction Documents
   have been duly authorized by all necessary limited liability company
   or similar action on the part of Purchaser. Each Transaction Document
   to which it is a party has been duly executed by Purchaser, and when
   delivered by Purchaser in accordance with the terms hereof, will
   constitute the valid and legally binding obligation of Purchaser,
   enforceable against it in accordance with its terms, except (i) as
   limited by general equitable principles and applicable bankruptcy,
   insolvency, reorganization, moratorium and other laws of general
   application affecting enforcement of creditors' rights generally, (ii)
   as limited by laws relating to the availability of specific
   performance, injunctive relief or other equitable remedies and (iii)
   insofar as indemnification and contribution provisions may be limited
   by applicable law.

        (b)  OWN ACCOUNT. Purchaser is acquiring the Shares (including
   the Securities) contemplated by this Agreement as principal for its
   own account and not with a view to or for distributing or reselling
   such Shares or any part thereof in violation of the Securities Act or
   any applicable state securities law, has no present intention of
   distributing any of such Shares in violation of the Securities Act or
   any applicable state securities law and has no direct or indirect
   arrangement or understandings with any other persons to distribute or
   regarding the distribution of such Shares (this representation and
   warranty not limiting Purchaser's right to sell the Shares otherwise
   in compliance with applicable federal and state securities laws) in
   violation of the Securities Act or any applicable state securities
   law.

        (c)  PURCHASER'S FUNDS. Purchaser has available all the funds
   necessary to consummate the Offer and the purchase of the Securities
   contemplated hereby, and to make all other necessary payments of fees
   and expenses required to be paid by Purchaser relating to such
   transactions, and Purchaser (i) has deposited  the Purchase Escrow
   Amount with the Escrow Agent on the date hereof, and (ii) shall have
   provided written evidence satisfactory to the Company of the
   availability of the aggregate maximum amount of the consideration
   needed to consummate the Offer totaling $1,500,00 no later than three
   (3) days prior to the Closing Date.

        (d)  PURCHASER STATUS. At the time Purchaser was offered the
   Securities, it was, and at the date hereof it is an "accredited
   investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or
   (a)(8) under the Securities Act. Purchaser is not required to be
   registered as a broker-dealer under Section 15 of the Exchange Act.


                                     22







        (e)  CERTAIN FEES. Except for fees payable by Purchaser to MC
   Capital Funding Group and except as otherwise provided in the
   Transaction Documents, no brokerage or finder's fees or commissions
   are or will be payable by the Purchaser to any broker, financial
   advisor or consultant, finder, placement agent, investment banker,
   bank or other person with respect to the transactions contemplated by
   the Transaction Documents. Otherwise, Purchaser shall have no
   obligation with respect to any such fees or with respect to any claims
   made by or on behalf of other persons for fees of a type contemplated
   in this Section.

        (f)  EXPERIENCE OF PURCHASER. Purchaser, either alone or together
   with its representatives, has such knowledge, sophistication and
   experience in business and financial matters so as to be capable of
   evaluating the merits and risks of the prospective investment in the
   Shares to be acquired hereunder, and has so evaluated the merits and
   risks of such investment. Purchaser acknowledges that an investment in
   such Shares involves a high degree of risk and that Purchaser is able
   to bear the economic risk of an investment in such Shares and, at the
   present time, is able to afford a complete loss of such investment.

        (g)  LITIGATION. There is no action, suit, inquiry, notice of
   violation, proceeding or investigation pending or, to the knowledge of
   the Purchaser, threatened against or affecting the Purchaser, any
   Subsidiary or any of their respective properties before or by any
   court, arbitrator, governmental or administrative agency or regulatory
   authority (federal, state, county, local or foreign) (collectively, an
   "Action") which (i) adversely affects or challenges the legality,
   validity or enforceability of any of the Transaction Documents or the
   Securities or (ii) would, if there were an unfavorable decision, have
   a Material Adverse Effect. There has not been, and to the knowledge of
   the Purchaser, there is not pending or contemplated, any investigation
   by the Commission involving the Purchaser or any current or former
   member or officer of the Purchaser.

        (h)  FILINGS, CONSENTS AND APPROVALS. The Purchaser is not
   required to obtain any consent, waiver, authorization or order of,
   give any notice to, or make any filing or registration with, any court
   or other federal, state, local or other governmental authority or
   other Person in connection with the execution, delivery and
   performance by the Purchaser of the Transaction Documents, other than
   filings required pursuant to Section 2.3 of this Agreement.

        (i)  SHORT SALES AND CONFIDENTIALITY PRIOR TO THE DATE HEREOF.
   Other than consummating the transactions contemplated hereunder,
   Purchaser has not, nor has any Person acting on behalf of or pursuant
   to any understanding with Purchaser, directly or indirectly executed
   any purchases or sales, including Short Sales, of the securities of
   the Company during the period commencing from the time that Purchaser
   and its Affiliates first submitted a term sheet (written or oral) to
   the Company setting forth the material terms of the transactions
   contemplated hereunder. Neither Purchaser nor any of its Affiliates

                                     23







   owns, directly or indirectly, beneficially or of record, any Shares,
   and none of Purchaser or any of its Affiliates holds any rights to
   acquire Shares except pursuant to this Agreement. Other than to other
   Persons party to this Agreement, Purchaser has maintained the
   confidentiality of all disclosures made to it in connection with this
   transaction (including the existence and terms of this transaction).
   The Purchaser acknowledges that it has read the SEC Reports. The
   Purchaser has not received any written documents that would constitute
   an offer to sell, or the solicitation of an offer to buy the
   Securities or that would constitute a prospectus under the Securities
   Act.

        (j)  INTERIM OPERATIONS OF PURCHASER.  Purchaser was formed
   solely for the purpose of engaging in the transactions contemplated by
   this Agreement and has not engaged in any business activities or
   conducted any operations other than in connection with the
   transactions contemplated by this Agreement.

        (k)  DISCLOSURE.  None of the information supplied or to be
   supplied by Purchaser for inclusion in the Schedule 14D-9 or the Offer
   Documents or the Company Proxy Statement, including any amendment or
   supplement to the Schedule 14D-9 or the Offer Documents or the Company
   Proxy Statement, will, at the respective times such documents are
   filed, contain any untrue statement of a material fact, or omit to
   state any material fact necessary in order to make the statements made
   therein in light of the circumstances under which they are made not
   misleading.

                                 ARTICLE IV.
                       OTHER AGREEMENTS OF THE PARTIES

        4.1  SECURITIES LAWS DISCLOSURE; PUBLICITY. The Company shall (a)
   by 9:30 a.m. (New York City time) on the Business Day immediately
   following the date hereof, issue a press release disclosing the
   material terms of the transactions contemplated hereby, and (b) within
   the time period prescribed by the Exchange Act, file a Current Report
   on Form 8-K disclosing the material terms of the transactions
   contemplated hereby and including this Agreement as an exhibit
   thereto. The Company shall provide the Purchaser a reasonable
   opportunity to review and comment upon the press release and the
   Current Report on Form 8-K to be filed by the Company in accordance
   with the Exchange Act prior to the release or filing thereof. The
   Company and Purchaser shall consult with each other in issuing any
   other press releases with respect to the transactions contemplated
   hereby, and neither the Company nor Purchaser shall issue any such
   press release or otherwise make any such public statement without the
   prior consent of the Company, with respect to any press release of the
   Purchaser, or without the prior consent of  Purchaser, with respect to
   any press release of the Company, which consent shall not unreasonably
   be withheld or delayed, except if such disclosure is required by law
   or the rules of any listing agreement with any securities exchange, in


                                     24







   which case the disclosing party shall promptly provide the other party
   with prior notice of such public statement or communication..

        4.2  ADDITIONAL AGREEMENTS; COOPERATION.

        (a)  Subject to the terms and conditions herein provided, each of
   the parties hereto agrees to use its best efforts to take, or cause to
   be taken, all action and to do, or cause to be done, all things
   necessary, proper or advisable to consummate and make effective as
   promptly as practicable the transactions contemplated by this
   Agreement, and to cooperate with each other in connection with the
   foregoing, including using its best efforts (i) to obtain all
   necessary waivers, consents and approvals from other parties to loan
   agreements, material leases and other material contracts, (ii) to
   obtain all necessary consents, approvals and authorizations as are
   required to be obtained under any federal, state or foreign law or
   regulations, (iii) to defend all lawsuits or other legal proceedings
   challenging this Agreement or the consummation of the transactions
   contemplated hereby, (iv) to lift or rescind any injunction or
   restraining order or other order adversely affecting the ability of
   the parties to consummate the transactions contemplated hereby, (v) to
   effect all necessary registrations and filings, including, but not
   limited to, submissions of information requested by governmental
   authorities, (vi) to provide all necessary information for the Company
   Proxy Statement and (vii) to fulfill all conditions to this Agreement.

        (b)  Each of the parties hereto agrees to furnish to the other
   party hereto such necessary information and reasonable assistance as
   such other party may request in connection with its preparation of
   necessary filings or submissions to any regulatory or governmental
   agency or authority, including, without limitation, any filing
   necessary under any applicable Federal or state statute. At any time
   upon the written request of Purchaser, the Company shall advise
   Purchaser of the number of Shares outstanding.

        4.3  NO SOLICITATION.

        (a)  Neither the Company nor any of its affiliates will, directly
   or indirectly, through any directors, officers, employees, agents,
   representatives or otherwise, solicit, initiate, facilitate or
   encourage (including by way of furnishing or disclosing non-public
   information) any inquiries or the making of any proposal with respect
   to any merger, consolidation or other business combination involving
   the Company or its Subsidiaries or the acquisition of all or any
   significant assets or capital stock of the Company and its
   Subsidiaries taken as a whole ("Acquisition Proposal") or negotiate,
   explore or otherwise engage in discussions with any person (other than
   Purchaser and its representatives) with respect to any Acquisition
   Proposal or enter into any agreement, arrangement or understanding
   requiring it to abandon, terminate or fail to consummate the
   transactions contemplated hereby.


                                     25







        (b)  Notwithstanding the provisions of Section 4.3(a) hereof, in
   the event that prior to the consummation of the transactions
   contemplated by this Agreement, the Board of Directors determines in
   good faith, after consultation with outside counsel, that it is
   necessary to respond to an Unsolicited Superior Proposal (as defined
   below) or an Acquisition Proposal that it reasonably believes could
   lead to an Unsolicited Superior Proposal in order to comply with its
   fiduciary duties to the Company's stockholders under applicable law,
   (i) the Company may directly or indirectly through any directors,
   officers, employees, agents, representatives or otherwise (x)
   participate in discussions or negotiations with the Person making such
   proposal and (y) provide to such Person non-public information and
   access to properties, books, records and personnel of the Company,
   subject to entering into, and providing the Purchaser with a copy of,
   a confidentiality agreement entered into with such Person in such form
   as is reasonably acceptable to the Company, and (ii) the Board of
   Directors may (x) withdraw or modify its approval or recommendation of
   this Agreement or (y) approve or recommend an Unsolicited Superior
   Proposal or terminate this Agreement (and concurrently with or after
   such termination, if it so chooses, cause the Company to enter into
   any agreement with respect to any Unsolicited Superior Proposal), but
   in each of the cases set forth in this clause (ii)(y), no action shall
   be taken by the Company pursuant to clause (ii)(y) until a time that
   is after the fifth (5th) business day following Purchaser's receipt of
   written notice advising Purchaser that the Board of Directors has
   received an Unsolicited Superior Proposal, specifying the material
   terms and conditions of such Unsolicited Superior Proposal and
   identifying the person making such Unsolicited Superior Proposal, to
   the extent such identification of the person making such proposal does
   not breach the fiduciary duties of the Board of Directors as advised
   by outside legal counsel. For purposes of this Agreement, an
   "Unsolicited Superior Proposal" means any bona fide, unsolicited,
   written proposal made by a third party to acquire, directly or
   indirectly, for consideration consisting of cash and/or securities,
   more than 50% of the voting power of the shares of Company Common
   Stock then outstanding or all or substantially all the assets of the
   Company and otherwise on terms that the Board of the Company
   determines in its good faith judgment (after consultation with its
   financial advisor) to be more favorable to the Company's stockholders
   than the transactions contemplated by this Agreement.

        (c)  In addition to the obligations of the Company set forth in
   paragraphs (a) and (b) of this Section 4.3, the Company shall
   immediately advise Purchaser orally and in writing of any request for
   non-public information from any Person in connection with making an
   Acquisition Proposal or of any Acquisition Proposal, the material
   terms and conditions of such request or Acquisition Proposal, and to
   the extent such disclosure is not a breach of the fiduciary duties of
   the Board of Directors as advised by outside legal counsel, the
   identity of the person making such request or Acquisition Proposal.



                                     26







        (d)  Nothing contained in this Section 4.3 shall prohibit the
   Company from taking and disclosing to its stockholders a position
   contemplated by Rule 14e-2(a) promulgated under the Exchange Act, or
   from making any disclosure to the Company's stockholders if, in the
   good faith judgment of the Board of Directors, after consultation with
   outside counsel, failure to disclose would be inconsistent with its
   fiduciary duties to the Company's stockholders under applicable law;
   provided, however, that neither the Company nor the Board of Directors
   nor any committee thereof shall, except as permitted by Section
   4.3(b), withdraw or modify, or propose publicly to withdraw or modify,
   its position with respect to this Agreement or approve or recommend,
   or propose publicly to approve or recommend, a Acquisition Proposal.

        4.4  ACCESS TO INFORMATION.

        (a)  From the date of this Agreement until the Closing Date, the
   Company will give Purchaser and its authorized representatives
   (including counsel, environmental and other consultants, accountants
   and auditors) full access during normal business hours to all
   facilities, personnel and operations and to all books, records,
   documents, contracts, and financial statements of it and its
   Subsidiaries, provided such access does not unreasonably disrupt the
   Company's operations, and will cause its officers and those of its
   Subsidiaries to furnish Purchaser with such financial and operating
   data and other information regularly prepared by the Company with
   respect to its business and properties as Purchaser may from time to
   time reasonably request.

        (b)  Purchaser acknowledges that information received by it or
   them concerning the Company and its operations is subject to the
   Confidentiality Agreement dated February 11, 2009 between Purchaser
   and the Company ("Confidentiality Agreement""), which remains in full
   force and effect. Without limiting the foregoing, Purchaser will not,
   and will cause its Affiliates and representatives not to, use any
   information obtained pursuant to Section 4.4(a) for any purpose
   unrelated to the consummation of the transactions contemplated by this
   Agreement.

        4.5  NOTIFICATION OF CERTAIN MATTERS.  The Company or Purchaser,
   as the case may be, shall promptly notify the other of (i) its
   obtaining of actual knowledge as to the occurrence, or failure to
   occur, of any event, which occurrence or failure to occur would be
   likely to cause or result in the failure of a condition to Closing
   specified in Section 2.5 hereof; provided, however, that no such
   notification shall affect the representations or warranties of the
   parties or the conditions to the obligations of the parties hereunder.

        4.6  RESIGNATION AND APPOINTMENT OF CERTAIN DIRECTORS AND
   OFFICERS.  At or prior to the Closing Date, (a) the Company shall
   deliver to Purchaser the resignations of (i) Sheldon Brottman, Edward
   Hunter, Thomas Kosnik and Kent Yauch from their positions as directors
   of the Company, and (ii) Herbert F. Imhoff, Jr. from his officer

                                     27







   positions as Chief Executive Officer of the Company and Chairman of
   the Board (such resignation shall not, however, include Mr. Imhoff's
   resignation as a member of the Board), with such resignations, in the
   case of each of clauses (i) and (ii), to be effective as of the
   Closing, and (b) the Company shall cause (i) each of Stephen Pence,
   Charles (Chuck) W.B. Wardell III and Jerry Lancaster to be appointed
   to the Board, and (ii) Ronald E. Heineman to be appointed as Chief
   Executive Officer of the Company and Stephen Pence to be appointed as
   Chairman of the Board, with such appointments, in the case of each of
   clauses (i) and (ii), to be effective as of the Closing and
   immediately after the resignations described in the foregoing clause
   (a).

        4.7  DIRECTORS' AND OFFICERS' INSURANCE.

        (a)  Purchaser shall cause to be maintained in effect for not
   less than six (6) years from the Closing Date the current policies of
   the directors' and officers' liability insurance maintained by the
   Company (provided that Purchaser may substitute therefore policies of
   at least the same coverage containing terms and conditions which are
   no less advantageous) with respect to matters occurring on or prior to
   the Closing Date; provided, that in no event shall Purchaser or the
   Company be required to expend annually more than 150% of the amount
   that the Company spent for these purposes in the last fiscal year to
   maintain or procure insurance coverage pursuant hereto.

        (b)  From and after the Closing Date, Purchaser shall cause the
   Company to indemnify and hold harmless each person who is now, at any
   time has been or who becomes prior to the Closing Date a director or
   officer of Company or any of its Subsidiaries, and their heirs and
   personal representatives (the "Indemnified Parties"), against any and
   all expenses incurred in connection with any claim, suit,
   investigation or proceeding arising out of or pertaining to any action
   or omission occurring on or prior to the Closing Date (including,
   without limitation, any claim, suit, investigation or proceeding which
   arises out of or relates to the transactions contemplated by this
   Agreement), and shall promptly pay to each Indemnified Party expenses
   incurred by each Indemnified Party in connection with and in advance
   of the final disposition of any such claim, suit, investigation or
   proceeding, in each case, to the full extent permitted by law.

        (c)  The certificate of incorporation and by-laws of the Company
   shall contain the provisions with respect to indemnification set forth
   in the certificate of incorporation and by-laws of Company as of the
   Closing, which provisions shall not be amended, repealed or otherwise
   modified after the Closing in any manner that would adversely affect
   the rights thereunder of the Indemnified Parties in respect of actions
   or omissions occurring at or prior to the Closing (including, without
   limitation, the transactions contemplated by this Agreement).




                                     28







        (d)  The provisions of this Section 4.7 are intended to be for
   the benefit of, and shall be enforceable by, each of the Indemnified
   Parties, his or her heirs and his or her personal representatives.

        4.8  FEES AND EXPENSES.  Except as otherwise provided in Section
   6.2, whether or not the transactions contemplated by this Agreement
   are consummated, the Company and Purchaser shall bear their respective
   expenses incurred in connection with this Agreement, including,
   without limitation, the preparation, execution and performance of this
   Agreement and the transactions contemplated hereby, and all fees and
   expenses of investment bankers, finders, brokers, agents,
   representatives, counsel and accountants.

        4.9  STOCKHOLDER LITIGATION.  Each of the Company and Purchaser
   shall give the other the reasonable opportunity to participate in the
   defense of any stockholder litigation against or in the name of the
   Company or Purchaser, as applicable, and/or their respective directors
   relating to the transactions contemplated by this Agreement.

        4.10 STOCKHOLDER RIGHTS PLAN. Prior to the earlier of the Closing
   and the termination of this Agreement, no claim will be made or
   enforced by the Company or, with the consent of the Company, any other
   Person, that the Purchaser is an "Acquiring Person" under any control
   share acquisition, business combination, poison pill (including any
   distribution under a rights agreement) or similar anti-takeover plan
   or arrangement in effect or hereafter adopted by the Company, or that
   Purchaser could be deemed to trigger the provisions of any such plan
   or arrangement, by virtue of receiving Securities under the
   Transaction Documents or under any other agreement between the Company
   and the Purchasers.

        4.11 RESERVATION OF COMMON STOCK. As of the date hereof, the
   Company has reserved and the Company shall continue to reserve and
   keep available at all times, free of preemptive rights, a sufficient
   number of shares of Common Stock for the purpose of enabling the
   Company to issue Securities pursuant to this Agreement.

        4.12 PURCHASE OR SALES AFTER THE DATE HEREOF.  Purchaser
   covenants that neither it nor any Affiliate acting on its behalf or
   pursuant to any understanding with it will execute any purchase or
   sale of the Company's Common Stock during the period commencing on the
   date hereof and ending at the Closing Date.

        4.13 RESTRICTED TRANSACTIONS.  For a period of three years after
   the Closing Date, neither the Company nor any of its Subsidiaries
   shall, and Purchaser shall not cause or permit the Company or any of
   its Subsidiaries to: (a) declare, set aside or pay any cash dividend
   in respect of its capital stock or purchase, redeem or otherwise
   acquire any shares of its own capital stock or any of its
   Subsidiaries, or (b) enter into any management agreement, advisory
   agreement, consulting agreement or similar agreement with, or pay any


                                     29







   fees to, Purchaser or any of its Affiliates, including River Falls
   Financial Services, Inc. or any of its Affiliates.

                                 ARTICLE V.
                    CONDUCT OF BUSINESS OF PURCHASER AND
                    THE COMPANY PENDING THE CLOSING DATE

        5.1  CONDUCT OF BUSINESS OF THE COMPANY PENDING THE CLOSING DATE.

        (a)  Except as contemplated by this Agreement, or as expressly
   agreed to in writing by Purchaser, during the period from the date of
   this Agreement until the Closing Date, each of the Company and its
   Subsidiaries will conduct their respective operations according to its
   ordinary course of business consistent with past practice, and will
   use all commercially reasonable efforts to preserve intact its
   business organization, to keep available the services of its officers
   and employees and to maintain satisfactory relationships with
   suppliers, distributors, customers and others having business
   relationships with it and will take no action which would materially
   adversely affect the ability of the parties to consummate the
   transactions contemplated by this Agreement. Without limiting the
   generality of the foregoing, and except as otherwise expressly
   provided in this Agreement, prior to the Closing Date, the Company
   will not nor will it permit any of its Subsidiaries to, without the
   prior written consent of Purchaser, which consent shall not be
   unreasonably withheld:

             (i)  amend its certificate of incorporation or bylaws or
   other organizational documents, except that the Company shall be
   allowed to amend its bylaws to eliminate the provision therein that
   limits the number of vacancies on the Board that can be filled by the
   Board;

             (ii) authorize for issuance, issue, sell, deliver, grant any
   options for, or otherwise agree or commit to issue, sell or deliver
   any shares of any class of its capital stock or any securities
   convertible into shares of any class of its capital stock, except
   pursuant to and in accordance with the terms of currently outstanding
   options and except for the issuance of Securities contemplated hereby;

             (iii)  split, combine or reclassify any shares of its
   capital stock, declare, set aside or pay any dividend or other
   distribution (whether in cash, stock or property or any combination
   thereof) in respect of its capital stock or purchase, redeem or
   otherwise acquire any shares of its own capital stock or of any of its
   Subsidiaries, except as otherwise expressly provided in this
   Agreement;

             (iv) (i) create, incur, assume, maintain or permit to exist
   any debt for borrowed money other than under existing lines of credit
   in the ordinary course of business consistent with past practice; (ii)
   assume, guarantee, endorse or otherwise become liable or responsible

                                     30







   (whether directly, contingently or otherwise) for the obligations of
   any other person except for its wholly owned subsidiaries, in the
   ordinary course of business and consistent with past practices; or
   (iii) make any loans, advances or capital contributions to, or
   investments in, any other person in an aggregate amount exceeding
   $50,000;

             (v)  (i) increase in any manner the compensation of any
   employee, director or officer except in the ordinary course of
   business consistent with past practice or except as required under
   currently existing agreements, plans or arrangements; (ii) pay or
   agree to pay any pension, retirement allowance or other employee
   benefit not required, or enter into or agree to enter into any
   agreement or arrangement with such director or officer or employee,
   whether past or present, relating to any such pension, retirement
   allowance or other employee benefit, except as required under
   currently existing agreements, plans or arrangements; (iii) grant any
   severance or termination pay to, or enter into any employment or
   severance agreement with any employee, officer or director except
   consistent with commercially acceptable standards or except as
   required under currently existing agreements, plans or arrangements;
   or (iv) except as may be required to comply with applicable law,
   become obligated (other than pursuant to any new or renewed collective
   bargaining agreement) under any new pension plan, welfare plan,
   multiemployer plan, employee benefit plan, benefit arrangement, or
   similar plan or arrangement, which was not in existence on the date
   hereof, including any bonus, incentive, deferred compensation, stock
   purchase, stock option, stock appreciation right, group insurance,
   severance pay, retirement or other benefit plan, agreement or
   arrangement, or employment or consulting agreement with or for the
   benefit of any person, or amend any of such plans or any of such
   agreements in existence on the date hereof; provided, however, that
   this clause (iv) shall not prohibit the Company from renewing any such
   plan, agreement or arrangement already in existence on terms no more
   favorable to the parties to such plan, agreement or arrangement;

             (vi) except as otherwise expressly contemplated by this
   Agreement, enter into any material agreements, commitments or
   contracts, except for (i) agreements, commitments or contracts for the
   purchase, sale or lease of goods or services involving payments or
   receipts by the Company or its Subsidiaries not in excess of $50,000
   individually, or (ii) agreements, commitments or contracts (or
   amendments thereof) otherwise entered into in the ordinary course of
   the Company's current business;

             (vii)  except as otherwise expressly contemplated by this
   Agreement, authorize, recommend, propose or announce an intention to
   authorize, recommend or propose, or enter into any agreement in
   principle or an agreement with respect to, any plan of liquidation or
   dissolution, any acquisition of a material amount of assets or
   securities, any sale, transfer, lease, license, pledge, mortgage, or


                                     31







   other disposition or encumbrance of a material amount of assets or
   securities or any material change in its capitalization;

             (viii)  authorize or commit to make capital expenditures in
   excess of $50,000;

             (ix) make any change in the accounting methods or accounting
   practices followed by the Company, except as required by GAAP;

             (x)  settle any action, suit, claim, investigation or
   proceeding (legal, administrative or arbitrative) in excess of $50,000
   without the consent of Purchaser;

             (xi) make any election under the Internal Revenue Code which
   would have a Material Adverse Effect; or

             (xii)  agree to do any of the foregoing.

        5.2  CONDUCT OF BUSINESS OF PURCHASER PENDING THE CLOSING DATE.
   Except as contemplated by this Agreement or as expressly agreed to in
   writing by the Company, during the period from the date of this
   Agreement to the Closing Date on which the transactions contemplated
   herein are consummated, Purchaser will use all commercially reasonable
   efforts to keep substantially intact its business, properties and
   business relationships and will take no action which would materially
   adversely affect the ability of the parties to consummate the
   transactions contemplated by this Agreement.

                                 ARTICLE VI.
                                MISCELLANEOUS

        6.1  TERMINATION.  This Agreement may be terminated and abandoned
   at any time prior to the Closing, whether before or after approval by
   the stockholders of the Company of the issuance of Securities to
   Purchaser contemplated hereby:

        (a)  by mutual written consent of Purchaser and the Company;

        (b)  by either Purchaser or the Company:

             (i)  if, upon a vote at the Stockholders Meeting, or any
   adjournment thereof, the approval of the issuance of Securities to
   Purchaser as contemplated by this Agreement by the stockholders of
   Company required by the Illinois Business Act or by the applicable
   rules of the Trading Market shall not have been obtained;

             (ii) if, without any material breach by the terminating
   party of its obligations under this Agreement, the issuance of
   Securities to Purchaser contemplated hereby and the Offer shall not
   have been consummated on or before the ninety-fifth (95th) day from
   the date of this Agreement (the "Termination Trigger Date"); provided,
   however, that if the Closing has not occurred on or prior to such 95th

                                     32







   day, and if the SEC has elected to review and/or comment upon any of
   the Schedule TO, any other Offer Document, the Schedule 14D-9 or the
   Company Proxy Statement, then the Termination Trigger Date shall be
   extended until the close of business on the 50th day after the last
   date on which the SEC completes its review of and has no further
   comments to the Schedule TO, any other Offer Document, the Schedule
   14D-9 and the Company Proxy Statement; or

             (iii)  if any Governmental Entity shall have enacted,
   entered, promulgated or enforced a final and non-appealable order,
   decree or injunction which prohibits the consummation of the
   transactions contemplated hereby (provided that the party seeking to
   rely upon this condition has fully complied with and performed its
   obligations pursuant to Section 4.2(a) hereof), or permanently enjoins
   the acceptance for payment of, or payment for, Shares pursuant to the
   Offer or Securities pursuant to the proposed sale and purchase of
   Securities contemplated hereby;

        (c)  by the Company if (i) Purchaser shall have failed to
   commence the Offer within ten (10) Business Days following the date
   hereof, or (ii) any change to the Offer is made in contravention of
   the provisions of Article II;

        (d)  by the Company, if Purchaser shall materially breach any of
   its representations, warranties or obligations hereunder which breach
   cannot be or has not been cured within 30 days after the giving of
   written notice to Purchaser, but only if such breach, individually or
   together with all other such breaches, is reasonably likely to
   materially and adversely affect Purchaser's ability to consummate the
   Offer or the purchaser of Securities to be sold to Purchaser
   hereunder; provided, however, that no cure period shall be applicable
   under any circumstances with respect to the matter set forth in
   Section 6.1(b)(i); or

        (e)  by either Purchaser or the Company if the Company enters
   into a definitive agreement to effect a Superior Proposal.

        Section 6.2    EFFECT OF TERMINATION.

        (a)  AGREEMENT VOID.  In the event of the termination and
   abandonment of this Agreement pursuant to Section 6.1, the terminating
   party shall provide written notice of such termination to the other
   party (which notice shall specify the applicable provision of Section
   6.1 under which such termination is being effected), this Agreement
   shall forthwith become void and have no effect, without any liability
   on the part of any party hereto or its Affiliates, directors, officers
   or stockholders and all rights and obligations of any party hereto
   shall cease except for agreements contained in Sections 6.4, 6.5, 6.7,
   6.8, 6.9, 6.11, 6.13, 6.14, 6.16, 6.17, 6.18 and this Section 6.2,
   provided, however, that nothing contained in this Section shall
   relieve any party from liability for fraud or any intentional breach
   of this Agreement prior to such termination.

                                     33







        (b)  TERMINATION FEE.

             (i)  If this Agreement is terminated pursuant to Section
   6.l(e), then the Company shall (provided that Purchaser is not then in
   material breach of its obligations under this Agreement) (A) pay to
   Purchaser promptly and in any event within two Business Days of such
   termination $175,000 in cash and (B) reimburse Purchaser promptly and
   in any event within seven Business Days of such termination for any of
   Purchaser's documented out-of-pocket expenses (including without
   limitation fees and expenses of outside professionals) incurred in
   connection with the transactions contemplated hereby up to an
   aggregate reimbursement amount pursuant to this clause (B) of
   $150,000, in each case, by wire transfer of immediately available
   funds to an account specified by Purchaser.  The rights of Purchaser
   to receive the payments contemplated by this Section 6.2(b)(i) shall
   be in lieu of any damages remedy or other claim by Purchaser in
   respect of the transactions contemplated hereby.

             (ii) If this Agreement is terminated pursuant to Section
   6.l(c) or Section 6.1(d), then Purchaser shall (provided that the
   Company is not then in material breach of its obligations under this
   Agreement) (A) pay to the Company promptly and in any event within two
   Business Days of such termination $175,000 in cash and (B) reimburse
   the Company promptly and in any event within seven Business Days of
   such termination for any of the Company's documented out-of-pocket
   expenses (including without limitation fees and expenses of outside
   professionals) incurred in connection with the transactions
   contemplated hereby up to an aggregate reimbursement amount pursuant
   to this clause (B) of $150,000, in each case, by wire transfer of
   immediately available funds to an account specified by the Company.
   The rights of the Company to receive the payments contemplated by this
   Section 6.2(b)(ii) shall be in lieu of any damages remedy or other
   claim by the Company in respect of the transactions contemplated
   hereby.

        6.3  NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES; COVENANTS.
   None of the representations or warranties contained in this Agreement
   or the covenants to be performed prior to the Closing shall survive
   the Closing, and thereafter there shall be no liability on the part of
   any party hereto or any of their respective officers, directors or
   stockholders in respect thereof.   The covenants and agreements
   contained herein to be performed or complied with at or after the
   Closing shall survive the execution and delivery of this Agreement,
   the Closing and the consummation of the transactions contemplated
   hereby.

        6.4  TRANSFER AGENT FEES. The Company shall pay all Transfer
   Agent fees, stamp taxes and other similar taxes and duties levied in
   connection with the delivery of any Securities to the Purchaser.

        6.5  ENTIRE AGREEMENT. This Agreement, together with the other
   Transaction Documents, and the exhibits and schedules hereto and

                                     34







   thereto, and the Confidentiality Agreement, contain the entire
   understanding of the parties with respect to the subject matter hereof
   and supersede all prior agreements and understandings, oral or
   written, with respect to such matters, which the parties acknowledge
   have been merged into such documents, exhibits and schedules.

        6.6  NOTICES. Any and all notices or other communications or
   deliveries required or permitted to be provided hereunder shall be in
   writing and shall be deemed given and effective on the earliest of (a)
   the date of transmission, if such notice or communication is delivered
   via facsimile at the facsimile number set forth on the signature pages
   attached hereto prior to 5:30 p.m. (New York City time) on a Trading
   Day, (b) the next Trading Day after the date of transmission, if such
   notice or communication is delivered via facsimile at the facsimile
   number set forth on the signature pages attached hereto on a day that
   is not a Trading Day or later than 5:30 p.m. (New York City time) on
   any Trading Day, (c) the 2nd Trading Day following the date of
   mailing, if sent by U.S. nationally recognized overnight courier
   service, or (d) upon actual receipt by the party to whom such notice
   is required to be given. The address for such notices and
   communications shall be as set forth on the signature pages attached
   hereto.

        6.7  AMENDMENTS; WAIVERS. No provision of this Agreement may be
   waived or amended except in a written instrument signed, in the case
   of an amendment, by the Company and the Purchaser, in the case of a
   waiver, by the party against whom enforcement of any such waived
   provision is sought; provided, however, that after stockholder
   approval at the Stockholders Meeting of the issuance of Securities
   contemplated hereby, no amendment shall be made which by law requires
   further approval by stockholders of the Company without obtaining such
   approval. No waiver of any default with respect to any provision,
   condition or requirement of this Agreement shall be deemed to be a
   continuing waiver in the future or a waiver of any subsequent default
   or a waiver of any other provision, condition or requirement hereof,
   nor shall any delay or omission of any party to exercise any right
   hereunder in any manner impair the exercise of any such right.

        6.8  HEADINGS. The headings herein are for convenience only, do
   not constitute a part of this Agreement and shall not be deemed to
   limit or affect any of the provisions hereof.

        6.9  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
   and inure to the benefit of the parties and their successors and
   permitted assigns. The Company may not assign this Agreement or any
   rights or obligations hereunder without the prior written consent of
   the Purchaser. The Purchaser may not assign this Agreement or any
   rights or obligations hereunder without the prior written consent of
   the Company.

        6.10 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for
   the benefit of the parties hereto and their respective successors and

                                     35







   permitted assigns and is not for the benefit of, nor may any provision
   hereof be enforced by, any other Person, except as otherwise set forth
   in Sections 4.7, 4.13 and 4.14.

        6.11 GOVERNING LAW. All questions concerning the construction,
   validity, enforcement and interpretation of the Transaction Documents
   shall be governed by and construed and enforced in accordance with the
   internal laws of the State of Illinois, without regard to the
   principles of conflicts of law thereof. Each party agrees that all
   legal proceedings concerning the interpretations, enforcement and
   defense of the transactions contemplated by this Agreement and any
   other Transaction Documents (whether brought against a party hereto or
   its respective affiliates, directors, officers, shareholders,
   employees or agents) shall be commenced exclusively in the state and
   federal courts sitting in the City of Chicago. Each party hereby
   irrevocably submits to the exclusive jurisdiction of the  United
   States District Court for the Northern District of Illinois for the
   adjudication of any dispute hereunder or in connection herewith or
   with any transaction contemplated hereby or discussed herein
   (including with respect to the enforcement of any of the Transaction
   Documents), and hereby irrevocably waives, and agrees not to assert in
   any suit, action or proceeding, any claim that it is not personally
   subject to the jurisdiction of any such court, that such suit, action
   or proceeding is improper or is an inconvenient venue for such
   proceeding. Each party hereby irrevocably waives personal service of
   process and consents to process being served in any such suit, action
   or proceeding by mailing a copy thereof via registered or certified
   mail or overnight delivery (with evidence of delivery) to such party
   at the address in effect for notices to it under this Agreement and
   agrees that such service shall constitute good and sufficient service
   of process and notice thereof. Nothing contained herein shall be
   deemed to limit in any way any right to serve process in any other
   manner permitted by law. If either party shall commence an action or
   proceeding to enforce any provisions of the Transaction Documents,
   then the prevailing party in such action or proceeding shall be
   reimbursed by the other party for its reasonable attorneys' fees and
   other costs and expenses incurred with the investigation, preparation
   and prosecution of such action or proceeding.

        6.12 EXECUTION. This Agreement may be executed in two or more
   counterparts, all of which when taken together shall be considered one
   and the same agreement and shall become effective when counterparts
   have been signed by each party and delivered to the other party, it
   being understood that both parties need not sign the same counterpart.
   In the event that any signature is delivered by facsimile transmission
   or by e-mail delivery of a ".pdf" format data file, such signature
   shall create a valid and binding obligation of the party executing (or
   on whose behalf such signature is executed) with the same force and
   effect as if such facsimile or ".pdf" signature page were an original
   thereof.



                                     36







        6.13 SEVERABILITY. If any term, provision, covenant or
   restriction of this Agreement is held by a court of competent
   jurisdiction to be invalid, illegal, void or unenforceable, the
   remainder of the terms, provisions, covenants and restrictions set
   forth herein shall remain in full force and effect and shall in no way
   be affected, impaired or invalidated, and the parties hereto shall use
   their commercially reasonable efforts to find and employ an
   alternative means to achieve the same or substantially the same result
   as that contemplated by such term, provision, covenant or restriction.
   It is hereby stipulated and declared to be the intention of the
   parties that they would have executed the remaining terms, provisions,
   covenants and restrictions without including any of such that may be
   hereafter declared invalid, illegal, void or unenforceable.

        6.14 REPLACEMENT OF SECURITIES. If any certificate or instrument
   evidencing any Securities is mutilated, lost, stolen or destroyed, the
   Company shall issue or cause to be issued in exchange and substitution
   for and upon cancellation thereof (in the case of mutilation), or in
   lieu of and substitution therefor, a new certificate or instrument,
   but only upon receipt of evidence reasonably satisfactory to the
   Company of such loss, theft or destruction. The applicant for a new
   certificate or instrument under such circumstances shall also pay any
   reasonable third-party costs (including customary indemnity)
   associated with the issuance of such replacement Securities.

        6.15 REMEDIES. In addition to being entitled to exercise all
   rights provided herein or granted by law, including recovery of
   damages, each of the Purchaser and the Company will be entitled to
   specific performance under the Transaction Documents. The parties
   agree that monetary damages may not be adequate compensation for any
   loss incurred by reason of any breach of obligations contained in the
   Transaction Documents and hereby agrees to waive and not to assert in
   any action for specific performance of any such obligation the defense
   that a remedy at law would be adequate.

        6.16 LIQUIDATED DAMAGES. The Company's or Purchaser's, as the
   case may be, obligations to pay any partial liquidated damages
   pursuant to Section 6.2 (if applicable) or other amounts owing under
   this Agreement or the other Transaction Documents is a continuing
   obligation of such party and shall not terminate until all unpaid
   partial liquidated damages and other amounts have been paid
   notwithstanding the fact that the instrument or security pursuant to
   which such partial liquidated damages or other amounts are due and
   payable shall have been canceled.

        6.17 SATURDAYS, SUNDAYS, HOLIDAYS, ETC.  If the last or appointed
   day for the taking of any action or the expiration of any right
   required or granted herein shall not be a Business Day, then such
   action may be taken or such right may be exercised on the next
   succeeding Business Day.



                                     37







        6.18 CONSTRUCTION. The parties agree that each of them and/or
   their respective counsel has reviewed and had an opportunity to revise
   this Agreement and the other Transaction Documents and, therefore, the
   normal rule of construction to the effect that any ambiguities are to
   be resolved against the drafting party shall not be employed in the
   interpretation of the Transaction Documents or any amendments hereto
   or thereto.

        6.19 WAIVER OF JURY TRIAL. In any action, suit or proceeding in
   any jurisdiction brought by any party against any other party, the
   parties each knowingly and intentionally, to the greatest extent
   permitted by applicable law, hereby absolutely, unconditionally,
   irrevocably and expressly waives forever trial by jury.

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]






































                                     38







        IN WITNESS WHEREOF, the parties hereto have caused this
   Securities Purchase and Tender Offer Agreement to be duly executed by
   their respective authorized signatories as of the date first indicated
   above.


       GENERAL EMPLOYMENT ENTERPRISES, INC.


       By: /s/ Kent M. Yauch

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

       One Tower Lane
       Suite 2200
       Oakbrook Terrace, Illinois 60181
       Attention: Chief Executive Officer
       Fax:  (630) 954-0595

       With a copy to (which shall not constitute notice):

       Schiff Hardin LLP
       6600 Sears Tower
       Chicago, Illinois 60606
       Attention:  Steve E. Isaacs, Esq.
       Fax:  (312) 258-5600


       PSQ, LLC


       By: /s/ Stephen B. Pence

           Name:  Stephen B. Pence
           Title: Member

       Hurstbourne Place, Suite 1205
       9300 Shelbyville Road
       Louisville, Kentucky 40222
       Telephone:  (502) 736-6200
       Facsimile:  (502) 736-6205
       Attention:  Ronald E. Heineman
       With a copy to (which shall not constitute notice):

       Law Office of Gregory Bartko, LLC
       Professional Limited Liability Company
       3475 Lenox Road, Suite 400
       Atlanta, Georgia 30326
       Attention:  Gregory Bartko, Esq.
       Fax:  866-342-4092

                                     39
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>xex_3-1.txt
<TEXT>





                                                              EXHIBIT 3.1
                                                              -----------

                                  AMENDMENT

                                     TO

                            BY-LAWS (AS AMENDED)

                                     OF

                    GENERAL EMPLOYMENT ENTERPRISES, INC.


        The following amendment to the By-Laws (as amended) of General
   Employment Enterprises, Inc. (the "Company") was unanimously approved
   by the Company's Board of Directors on March 27, 2009:

        1.   Article III, Section 8 of the By-Laws was amended and
   restated in its entirety as follows:

             "SECTION 8. VACANCIES.  Any vacancy occurring in the board
        of directors and directorship to be filled by reason of an
        increase in the number of directors may be filled by election at
        an annual meeting or special meeting of shareholders called for
        that purpose or a majority of directors may fill one or more
        vacancies arising between meetings of shareholders by reason of
        an increase in the number of directors or otherwise.  A director
        elected to fill a vacancy shall serve until the next annual
        meeting of shareholders."
</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>xex_10-2.txt
<TEXT>




                                                             EXHIBIT 10.2
                                                             ------------

                            CONSULTING AGREEMENT

        This Consulting Agreement (the "Agreement") is entered into
   effective as of this 30th day of March, 2009, among PSQ, LLC (the
   "PSQ"), General Employment Enterprises, Inc. (the "Company"), and
   Herbert F. Imhoff, Jr. (the "Consultant").

        WHEREAS, the Company and PSQ have entered into a Securities
   Purchase and Tender Offer Agreement (the "Purchase Agreement"), on the
   date hereof.

        WHEREAS, the Consultant and the Company are parties to an
   Employment Agreement effective as of August 1, 2001, as amended (the
   "Employment Agreement"); and

        WHEREAS, contemporaneous with and contingent upon the occurrence
   of the Closing Date (as defined in the Purchase Agreement), the
   Consultant's employment with the Company will terminate and the
   parties to this Agreement now desire to enter into this consulting
   arrangement.

        NOW, THEREFORE, in consideration of the covenants and agreements
   herein set forth and of the mutual benefits accruing to the Company,
   PSQ, and the Consultant from the consulting relationship to be
   established between the parties by the terms of this Agreement, the
   Company, PSQ, and the Consultant agree as follows:

        1.   CONSULTING RELATIONSHIP.  The Company hereby retains the
   Consultant, and the Consultant hereby agrees to be retained by the
   Company, as an independent consultant, and not as an employee.

        2.   TERM.  The term of this Agreement shall begin on the Closing
   Date and shall continue for three (3) years thereafter (the "Term").
   No party may terminate this Agreement prior to the Closing Date,
   except that if the Purchase Agreement terminates prior to the Closing
   Date, this Agreement shall terminate simultaneous with the termination
   of the Purchase Agreement without any action on the part of any party
   hereto, and shall thereafter be void ab initio and of no further force
   and effect.  If the Closing Date occurs, after the Closing Date, any
   party may terminate this Agreement for any reason prior to the
   expiration of the Term by delivering written notice to the other
   party.  In the event the Agreement is terminated by any party for any
   reason prior to the expiration of the Term, within thirty (30) days of
   such termination, the Company shall continue making payments to the
   Consultant for the remainder of the Term as set forth in Sections 4(a)
   and 5; except that, if at any time during the Term, the Company fails
   to make a monthly payment required under Section 4(a) or Section 5 by
   the latest of five (5) calendar days after (A) the last day of the
   month for which the payment is due or (B) the date the Consultant
   gives the Company notice that a monthly payment is overdue, in which
   case, the Company shall make a lump sum cash payment to the Consultant




   within thirty (30) days equal to the remaining payments left in the
   Term as set forth in Sections 4(a) and 5 in accordance with Section
   409A of the Internal Revenue Code of 1986, as amended, and Section
   1.409A-3(g) of the Treasury Regulations (or any similar or successor
   provision).

        3.   CONSULTING SERVICES.  The Consultant agrees that during the
   Term of this Agreement:

             a.   ASSISTANCE AND ADVICE.  Upon the Company's reasonable
        request, the Consultant shall assist and advise the Company with
        respect to matters related to the Consultant's areas of
        responsibility at the Company prior to the Closing Date and
        provide such other services as requested by the Company
        consistent with the nature of the duties performed by the
        Consultant during his active service with the Company.  It is
        anticipated that the Consultant shall assist the Company and its
        management in maintaining the key customer relationships the
        Consultant established while serving as the Chief Executive
        Officer of the Company.

             b.   BOARD OF DIRECTORS.  The Consultant shall continue to
        serve on the Board of Directors of the Company for the duration
        of the Term at the same level and form of compensation and
        benefits as other outside directors of the Company, but in no
        event shall the Consultant receive less than $2,000 per month for
        such services.

             c.   REPORTING STRUCTURE.  The Consultant shall report
        directly to the Company's Chief Executive Officer.

             d.   AVAILABILITY.  The Consultant shall be available to
        render services to the Company under this Agreement for not more
        than forty (40) hours during any week during the Term.

             e.   LOCATION OF SERVICES.  Unless otherwise mutually agreed
        to by the Company and the Consultant, the Consultant shall
        provide the services required under this Agreement at the
        principal offices of the Company in Oakbrook Terrace, Illinois,
        although the Consultant's physical presence at the principal
        offices will not be required unless the Company specifically
        requests it and such presence is reasonably necessary for the
        Consultant to be able to provide the services.

        4.   COMPENSATION.  The Company and the Consultant hereby agree
   that:

             a.   ANNUAL FEE.  During the Term of this Agreement, the
        Company shall pay the Consultant at the rate of $300,000 per
        year, payable in equal monthly installments.


                                     2





             b.   TERMINATION OF EMPLOYMENT AGREEMENT AND RIGHTS TO
        PAYMENTS THEREUNDER.  Contemporaneous with and contingent upon
        the occurrence of the Closing Date, the Employment Agreement
        shall be terminated without any further action and the Consultant
        shall have no further claims against the Company under the
        Employment Agreement, including, but not limited to, the right to
        lump sum payment upon the termination of Consultant's employment
        with the Company and a Gross-Up Payment under Sections 2(b) and
        (c) of the Employment Agreement, other than as set forth in this
        Agreement.  As a material inducement to the Company to enter into
        this Agreement and in consideration of the rights and benefits to
        be provided by the Company to the Consultant as described herein,
        the Consultant, on behalf of himself, his representatives,
        agents, estate, heirs, successors and assigns, and with full
        understanding of the contents and legal effect of this release
        and having the right and opportunity to consult with his counsel,
        releases and discharges the Company, its shareholders, officers,
        directors, employees, agents, representatives and affiliates from
        any and all claims, actions, causes of action, grievances, suits,
        charges, or complaints of any kind or nature whatsoever, that he
        had or now has, whether fixed or contingent, liquidated or
        unliquidated, known or unknown, suspected or unsuspected, and
        whether arising in tort, contract, statute, or equity, before any
        court, agency, arbitrator, mediator, or other entity, regardless
        of the relief or remedy; provided, however, this release is not
        intended to and does not apply to any claims that may arise (i)
        after the Closing Date or (ii) in connection with the breach or
        enforcement of this Agreement.  Furthermore, in consideration for
        terminating employment with the Company and terminating the
        Employment Agreement, the Company releases and discharges the
        Consultant from any and all claims, actions, causes of action,
        grievances, suits, charges, or complaints of any kind or nature
        whatsoever that the Company had or now has, whether fixed or
        contingent, liquidated or unliquidated, known or unknown,
        suspected or unsuspected, and whether arising in tort, contract,
        statute, or equity, before any court, agency, arbitrator,
        mediator, or other entity, regardless of the relief or remedy;
        provided, however, this release is not intended to and does not
        apply to any claims that may arise (i) after the Closing Date or
        (ii) in connection with the breach or enforcement of this
        Agreement.

             c.   CANCELLATION OF STOCK OPTIONS.  The Company and the
        Consultant agree that contemporaneous with and contingent upon
        the occurrence of the Closing Date, the 192,193 vested stock
        options in the Company held by the Consultant shall be canceled
        without any further action on the part of the Company or the
        Consultant.

             d.   SHARE ISSUANCE.  In consideration for (1) the
        Consultant's agreeing to (i) terminate his Employment Agreement

                                     3





        and release his rights thereunder (except as specified herein),
        (ii) cancel his options as described in Section 4(c) above, (iii)
        grant a release in favor of the Company as described in Section
        4(b) above, and (iv) enter into the non-competition and non-
        solicitation covenants in Section 9 below, and (2) the other
        benefits to be provided by the Consultant hereunder,
        contemporaneous with and contingent upon the occurrence of the
        Closing Date, the Company will issue to the Consultant 500,000
        fully vested shares of Common Stock of the Company (the "Acquired
        Stock") for no additional consideration.

        5.   BENEFITS.  The Consultant shall continue to be eligible to
   participate in the Company's group health benefit plan, at the
   Company's expense, until the Consultant becomes entitled to Medicare
   coverage.  In addition, during the Term, the Company agrees to
   reimburse the Consultant for the premiums paid on the Consultant's
   current life insurance policy, face value of $1 million.  The
   Consultant shall also be entitled to his benefits earned as an
   employee of the Company under (i) the General Employment Enterprises,
   Inc. Executive Retirement Plan and related "Rabbi" trust and (ii) the
   Company's vacation pay plan.

        6.   EXPENSE REIMBURSEMENT.  If the Consultant agrees to travel,
   the Company agrees to reimburse the Consultant for all travel and
   other costs and expenses reasonably incurred by the Consultant at the
   request of the Company in the performance of his duties hereunder.
   The Company shall timely reimburse the Consultant for all such
   expenses submitted with reasonable documentation in a manner
   consistent with the travel and expense policies of the Company.

        7.   SUPPORT, SUPPLIES, AND OFFICE SPACE.  The Company will
   provide the Consultant with all reasonable administrative support
   during the Term including, among other things, secretarial support,
   photocopying and facsimile services, voicemail access, remote e-mail
   access, message taking services, mail receipt, office furniture,
   utilities, office equipment, and office supplies.

        8.   INDEMNIFICATION.  The Company shall indemnify the Consultant
   for any and all actions taken by him in the performance of the
   consulting services under this Agreement to the same extent the
   Company provides indemnification for actions taken by directors or
   officers of the Company.

        9.   NON-COMPETE; NON-SOLICIT.  Without the prior written consent
   of the Company, the Consultant will not, during the Term and for a
   period of two (2) years thereafter, directly or indirectly:  (i)
   engage in, or be employed in an executive capacity by or render
   executive, consulting or other services to any person, firm,
   corporation, or association engaged in the staffing services business,
   (ii) render any services or give any advice similar to the services
   and advice required to be rendered by the Consultant to the Company

                                     4





   hereunder, or (iii) solicit any current or future customers, clients
   or employees of the Company by, or on behalf of, a firm or
   organization described in subsection (i) above.

        10.  GENERAL PROVISIONS.
             ------------------

             a.   ENTIRE AGREEMENT.  This Agreement constitutes the
        entire agreement between the Company, PSQ, and the Consultant,
        and states fully all agreements, understandings, promises, and
        commitments between the parties as it relates to the consulting
        relationship between the Company and the Consultant.

             b.   AMENDMENT.  This Agreement may only be amended by
        written agreement between a duly authorized officer of the
        Company, a duly authorized member or manager of PSQ, and the
        Consultant.

             c.   APPLICABLE LAW.  This Agreement will be governed by and
        construed under the laws of the State of Illinois, determined
        without regard to its conflicts of law rules, except as such laws
        are preempted by the laws of the United States.  The jurisdiction
        and venue for any disputes arising under, or any action brought
        to enforce (or otherwise relating to), this Agreement shall be
        exclusively in the courts of the State of Illinois, County of
        Cook, including the Federal courts located therein (should
        Federal jurisdiction exist).

             d.   TAXES AND STATUTORY OBLIGATIONS.  As an independent
        contractor, the Consultant will be solely responsible for all
        taxes, withholdings, and other similar statutory obligations,
        including, but not limited to, Workers' Compensation Insurance
        laws.

             e.   COUNTERPARTS.  This Agreement may be executed in any
        number of counterparts with the same effect as if each of the
        parties had signed the same document.  All counterparts shall be
        construed together and shall constitute one and the same
        instrument.

             f.   NOTICE.  Any notice or request specifically provided
        for or permitted to be given under this Agreement must be in
        writing.  Notice may be served in any manner, including by
        facsimile or nationally recognized overnight courier service, but
        shall be deemed delivered and effective as of the time of actual
        delivery thereof to the addressee.  For purposes of notice, the
        addresses of the parties shall be as follows:





                                     5






             If to PSQ, to:
                  PSQ, LLC
                  11921 Brinley Ave.
                  Louisville, KY. 40243
                  Attention: Chief Executive Officer

             If to the Company, to:
                  One Tower Lane
                  Suite 2200
                  Oakbrook Terrace, IL  60181

             If to the Consultant, to:
                  Herbert F. Imhoff, Jr.
                  2005 Mustang Drive
                  Naperville, IL  60565

             g.   ASSIGNABILITY.  This Agreement may not be assigned by
        any party without the prior written consent of the other parties,
        except that no consent is necessary for the Company or PSQ to
        assign this Agreement to any entity succeeding to substantially
        all of the assets or business of the Company or PSQ whether by
        merger, consolidation, acquisition, or otherwise.  This Agreement
        shall be binding upon the Consultant, his heirs, and permitted
        assigns, the Company, its successors, and permitted assigns, and
        PSQ, its successors, and permitted assigns.

             h.   SEVERABILITY.  Each of the sections of this Agreement
        shall be enforceable independently of every other section in this
        Agreement, and the invalidity or nonenforceability of any section
        shall not invalidate or render nonenforceable any other section
        contained herein.  If any section or provision in a section is
        found invalid or unenforceable, it is the intent of the parties
        that a court of competent jurisdiction shall reform the section
        or provisions to produce its nearest enforceable economic
        equivalent.

             i.   CONSTRUCTION.  The headings in this Agreement are
        inserted for convenience and identification only and are not
        intended to describe, interpret, define, or limit the scope,
        extent, or intent of this Agreement or any provision hereof.
        Each party has cooperated in the preparation of this Agreement.
        As a result, this Agreement shall not be construed against any
        party on the basis that the party was the draftsperson.

             j.   SURVIVAL.  All sections of this Agreement survive
        beyond the Term except as otherwise specifically stated.

             k.   GUARANTEE BY PSQ. In the event the Company fails to
        make any payment or provide any benefit required by this
        Agreement, PSQ guarantees that PSQ will be liable to the

                                     6





        Consultant for all payments and benefits required by this
        Agreement.

        11.  INVESTMENT ASSURANCES.
             ---------------------

             a.   NOT A REGISTERED OFFERING.   The Consultant understands
        and acknowledges that (i) the Acquired Stock is being offered and
        sold under one or more of (A) the exemptions from registration
        provided for in Section 4(2), 4(6) or 3(b) of the Securities Act
        of 1933, as amended (the "Securities Act"), including Regulation
        D promulgated thereunder, and (B) the exemptions from
        registration under any other applicable securities laws, (ii) the
        Consultant is acquiring the Acquired Stock without being offered
        or furnished any offering literature or prospectus, and (iii) the
        issuance of the Acquired Stock has not been reviewed or approved
        by the United States Securities and Exchange Commission or by any
        regulatory authority charged with the administration of the
        securities laws of any state or foreign country.

             b.   NATURE OF CONSULTANT.  The Consultant either (i) is an
        "accredited investor" as defined in Rule 501 promulgated under
        the Securities Act; or (ii) has such knowledge and experience in
        financial and business matters that it is capable of evaluating
        the merits and risks of the prospective investment.

             c.   SUITABILITY.  The Consultant understands and has fully
        considered the risks of this investment and understands that (i)
        this investment is suitable only for an investor who is able to
        bear the economic consequences of losing his entire investment,
        (ii) the acquisition of the Acquired Stock is a speculative
        investment which involves a high degree of risk of loss by the
        Consultant of his entire investment, and (iii) there are
        restrictions on the transferability of the Acquired Stock, and
        accordingly, it may not be possible for an indeterminate period
        of time to liquidate his investment in the Acquired Stock (if
        ever).  Furthermore, the Consultant represents that he has
        sufficient liquid assets so that the lack of liquidity associated
        with this investment will not cause any undue financial
        difficulties or affect the ability of the Consultant to provide
        for his current needs and possible financial contingencies.

             d.   ACCESS TO INFORMATION.  The Consultant, in making his
        decision to acquire the Acquired Stock, has relied solely upon
        the Consultant's independent investigations and has, if
        requested, been given reasonable opportunity to investigate the
        proposed business and operations of the Company and to review
        such documents, materials and information as the Consultant deems
        necessary or appropriate for evaluating an investment in the
        Acquired Stock or the Company.


                                     7





             e.   INVESTMENT INTENT.  The Acquired Stock is being
        acquired by the Consultant solely for the Consultant's own
        account, for investment purposes only, and not with a view to, or
        in connection with, any resale or distribution of the Acquired
        Stock.  The Consultant has no contract, undertaking,
        understanding, agreement or arrangement, formal or informal, with
        any person to sell, transfer or pledge to any person any interest
        or rights in any of the Acquired Stock.  The Consultant has no
        present plans to enter into any such obligation.

             f.   LEGEND.  The Consultant acknowledges and agrees that
        the Acquired Shares that are certificated will bear the following
        legend (or one to substantially similar effect):

             "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
             BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
             AS AMENDED (THE "SECURITIES ACT"), AND MAY BE OFFERED
             AND SOLD ONLY IF SO REGISTERED OR IN A MANNER EXEMPT
             FROM REGISTRATION UNDER THE SECURITIES ACT."

                                      *    *    *

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

   PSQ, LLC                                HERBERT F. IMHOFF, JR.

   By:  /s/ Stephen B. Pence               /s/ Herbert F. Imhoff, Jr.
   Its: Sole Member



   GENERAL EMPLOYMENT ENTERPRISES, INC.

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















                                     8

</TEXT>
</DOCUMENT>
<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.


























                                     13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>xex_99.txt
<TEXT>




                                                             EXHIBIT 99.1
                                                             ------------

   THE FOLLOWING IS A PRESS RELEASE ISSUED BY GENERAL EMPLOYMENT
   ENTERPRISES, INC. ON MARCH 30, 2009 ANNOUNCING THE PROPOSED SHARE
   PURCHASE AND TENDER OFFER.


                       [General Employment letterhead]

   FOR IMMEDIATE RELEASE:                            March 30, 2009
   ---------------------

   COMPANY:  General Employment Enterprises, Inc.

   CONTACT:  Herbert F. Imhoff, Jr.
             Chief Executive Officer and President
             Phone: (630) 954-0495  Fax: (630) 954-0595
             E-mail: invest@genp.com


                     GENERAL EMPLOYMENT SIGNS DEFINITIVE
                    AGREEMENT TO SELL CONTROL TO PSQ, LLC
                    -------------------------------------


        OAKBROOK TERRACE, IL -- General Employment Enterprises, Inc.
   (NYSE Amex: JOB) announced today that it has signed a definitive
   securities purchase and tender offer agreement under which PSQ, LLC
   will acquire a controlling interest in General Employment.

        Under the terms of the agreement, PSQ has agreed to (1) purchase
   from General Employment 7,700,000 newly issued shares of Common Stock
   of General Employment at a purchase price of $0.25 per share for a
   total purchase price of $1,925,000, and (2) commence a cash tender
   offer to purchase from General Employment's shareholders up to
   2,500,000 outstanding shares of Common Stock at a purchase price of
   $0.60 per share.  If more than 2,500,000 shares of Common Stock are
   tendered in the tender offer, the number of shares tendered by each
   tendering shareholder will be cut back proportionately by a percentage
   amount equal to the quotient of 2,500,000 over the number of shares of
   Common Stock tendered in the tender offer.

        The transaction documents also provide that, upon the closing of
   the share purchase and the tender offer, (1) Sheldon Brottman, Edward
   Hunter, Thomas Kosnik and Kent Yauch will resign from General
   Employment's Board of Directors, and their vacancies will be filled
   with the appointments of Stephen Pence, Charles (Chuck) W.B. Wardell
   III and Jerry Lancaster to the Board, (2) Herbert F. Imhoff, Jr. will
   resign as Chief Executive Officer and President of the Company and
   will resign his office as Chairman of the Board of Directors (but will
   remain as a member of the Board), and will also terminate his
   employment agreement with General Employment and enter into a
   consulting agreement with General Employment, (3) Ronald E. Heineman
   will be appointed to serve as Chief Executive Officer and President of




   the Company, and (4) Stephen Pence will be appointed to serve as
   Chairman of the Board of Directors of the Company.

        The transactions have been approved by the board of directors of
   General Employment and by the member-manager of PSQ, and are not
   contingent on receipt of financing by PSQ.  The share purchase and the
   tender offer are subject to certain customary closing conditions,
   including receipt of approval from General Employment's shareholders
   in favor of the share purchase. The consummation of the tender offer
   is not subject to any condition regarding any minimum number of shares
   being validly tendered in the offer.

        General Employment expects the tender offer to be commenced by
   PSQ not later than April 13, 2009.  The tender offer will remain open
   for 75 days from commencement, subject to extension under certain
   circumstances.

        Prairie Capital Advisors, Inc. acted as financial advisor and
   Schiff Hardin LLP acted as legal counsel to General Employment.  The
   Law Office of Gregory Bartko, LLC of Atlanta, Georgia acted as legal
   counsel to PSQ.

   ABOUT GENERAL EMPLOYMENT

        General Employment provides professional staffing services
   through a network of 16 branch offices located in nine states, and
   specializes in information technology, accounting and engineering
   placements.

   ADDITIONAL INFORMATION ABOUT THE TENDER OFFER AND SHARE PURCHASE
   MERGER AND WHERE TO FIND IT

        This press release is being made in connection with the proposed
   share purchase from General Employment by PSQ and the proposed tender
   offer for shares of General Employment to be made by PSQ.  This press
   release is for informational purposes only and is not an offer to buy
   or the solicitation of an offer to sell any securities. The
   solicitation and the offer to buy shares of General Employment Common
   Stock will be made only pursuant to an offer to purchase on Schedule
   TO and related materials that PSQ intends to file with the Securities
   and Exchange Commission (the "SEC"). In connection with the tender
   offer, PSQ will file with the SEC a tender offer statement and related
   offer to purchase on Schedule TO that provides the terms of the tender
   offer and General Employment will file with the SEC a solicitation/
   recommendation statement on Schedule 14D-9 and a related information
   statement, as well as a proxy statement relating to shareholder
   approval of the proposed share purchase. Shareholders and investors
   are urged to read these documents carefully and in their entirety if
   and when they become available because they will contain important
   information about the tender offer and/or the proposed share purchase.


        When the offer to purchase, solicitation/recommendation
   statement, proxy statement and/or information statement become
   available, they will be mailed to General Employment shareholders who




   are entitled to receive such documents. In addition, the tender offer
   statement and related offer to purchase, solicitation/recommendation
   statement, proxy statement and/or information statement as well as
   other filings containing information about General Employment, the
   tender offer and the share purchase, if and when filed with the SEC,
   will be available free of charge at the SEC's Internet Web site,
   www.sec.gov. In addition, investors and shareholders may obtain free
   copies of the solicitation/recommendation statement, proxy statement
   and/or information statement as well as other filings containing
   information about General Employment, the tender offer and the share
   purchase that are filed with the SEC by General Employment, if and
   when available, by contacting Kent Yauch, Chief Financial Officer, at
   (630) 954-0495.

        General Employment and its directors and officers and other
   members of management and employees may be deemed to be participants
   in the solicitation of proxies with respect to the proxy statement
   that will be used in connection with the share purchase. Information
   regarding General Employment's directors and executive officers is
   detailed in its proxy statements and annual reports on Form 10-KSB,
   previously filed with the SEC, and the proxy statement, when filed,
   relating to the share purchase, when it becomes available.

   FORWARD-LOOKING STATEMENTS

        The statements made in this press release which are not
   historical facts are forward-looking statements within the meaning of
   Section 27A of the Securities Act of 1933 and Section 21E of the
   Securities Exchange Act of 1934. These forward-looking statements
   include statements regarding the commencement of, and the acquisition
   of shares pursuant to, the tender offer, the consummation of the share
   purchase, the filing of documents and information with the SEC, other
   future or anticipated matters regarding the transactions discussed in
   this release and the timing of such matters. Such forward-looking
   statements often contain or are prefaced by words such as "will" and
   "expect." As a result of a number of factors, our actual results could
   differ materially from those set forth in the forward-looking
   statements. Certain factors that might cause our actual results to
   differ materially from those in the forward-looking statements
   include, without limitation: (1) the risk that the conditions to the
   closing of the tender offer or the share purchase set forth in the
   securities purchase and tender offer agreement will not be satisfied,
   (2) changes in General Employment's business during the period between
   the date of this press release and the closing, (3) obtaining
   regulatory approvals (if required) for the transaction, (4) the risk
   that the transactions will not be consummated on the terms or timeline
   first announced, and (5) those factors set forth under the heading
   "Forward-Looking Statements" in our annual report on Form 10-KSB for
   the fiscal year ended September 30, 2008, and in our other filings
   with the SEC.  General Employment is under no obligation to (and
   expressly disclaims any such obligation to) and does not intend to
   update or alter its forward-looking statements whether as a result of
   new information, future events or otherwise.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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