EX-10.6 INDEPENDENT CONTRACTOR AGREEMENT

EXHIBIT 10.6

INDEPENDENT CONTRACTOR AGREEMENT
Sole Proprietor

     This Independent Contractor Agreement made and entered into as of the 14th day of December 14, 2005 by and between Joseph S. Hardin, Jr. of 820 Picacho Lane, Santa Barbara, CA 93108 (“Contractor”) and American Greetings Corporation located at One American Road, Cleveland, OH 44144 (“AG”).

     Whereas AG desires to engage Contractor to provide certain strategy and general management consulting services to AG on the terms and conditions stated herein; and

     Whereas Contractor desires to provide such services.

     Now, therefore, the parties covenant and agree as follows:

1. Term.

     The term of this Agreement shall be for the period beginning on the date hereof, until terminated by either party by written notice. In the event of termination, the parties shall, within two (2) working days following notice of such termination, prepare a plan for turnover to AG of all documentation, information, data, results, and notes regarding Contractor’s work to date. In the event of termination by AG, Contractor shall cease working as of the date outlined in the termination notice. Contractor shall be paid for the work up until and including said termination date.

2. Representations and Warranties.

     a.) Contractor represents and warrants that he (or she as the case may be) is (i) a sole proprietor; (ii) self-employed and does not carry any employees; and (iii) is not required to maintain workers’ compensation insurance under applicable law.

     b.) Contractor represents and warrants that the services provided under this agreement will be performed in a professional and workmanlike manner in accordance with applicable professional standards. Contractor shall observe the working hours, rules, and policies of AG.

     c.) Contractor represents and warrants to AG that Contractor can and will perform all services independent of any confidential information or proprietary or intellectual property rights of, from, or belonging to third parties. Contractor shall ensure that the services, work product, and deliverables in connection therewith will not infringe upon the proprietary or intellectual property rights of any third party.

3. Independent Contractor/Non-compete.

     a.) Contractor agrees that any work performed hereunder is performed as an independent contractor. Contractor shall not be considered an employee for any purpose nor be eligible for any employee benefits including workers’compensation coverage. Contractor shall be responsible for the payment of all taxes due with respect to the amounts paid hereunder (and AG may issue Contractor an IRS 1099 form regarding the same). Contractor is responsible for maintaining his own benefits and insurance and hereby releases AG from any claims that he may have in connection with or related to his failure to do so including but not limited to any workers’ compensation-type claim.

     b.) During the term of this agreement, and for a period of one (1) year thereafter, Contractor, shall not, without the prior written consent of AG, provide services that are similar to services

provided by Contractor to AG hereunder with respect to any business that competes with the greeting card or broader social expressions business of AG.

4. Payment.

     AG shall pay Contractor a one-time retainer of $13,000 and a daily rate of $1,600 per day. Contractor shall submit detailed invoices on a monthly basis to AG, Attn. Zev Weiss. Each invoice shall include, (a)