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EXHIBIT 10.7 EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND JULIE S. SCHECHTER


                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                   COMPASS INTERNATIONAL SERVICES CORPORATION

                                       AND

                                 JULIE SCHECHTER



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                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of August 29, 1998 by and between Compass International Services Corporation,
a Delaware corporation (the "Company") and Julie Schechter ("Employee").

                              PRELIMINARY RECITALS

         A. The Company, through its subsidiaries, is a provider of outsourced
business services on a national basis focusing on direct mail and accounts
receivable management services (the "Business").

         B. The Company desires to employ Employee, and Employee desires to be
employed by the Company, all under the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises, the mutual covenants
of the parties hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1.       EMPLOYMENT.

                  1.1 ENGAGEMENT OF EMPLOYEE. The Company agrees to employ
         Employee as General Counsel of the Company and Employee agrees to
         accept such employment, all in accordance with the terms and conditions
         of this Agreement.

                  1.2 DUTIES AND POWERS. During the Employment Period (as
         defined herein), Employee will serve as the Company's General Counsel
         and will have such responsibilities, duties and authorities, and will
         render such services for the Company and its affiliates as the Company
         shall from time to time reasonably direct; provided, however, that such
         duties and responsibilities shall be commensurate with the position of
         General Counsel of the Company. Employee shall report to the Company's
         Chief Executive Officer. Employee agrees to serve the Company
         diligently and faithfully during the Employment Period and to devote
         Employee's best efforts, highest talents and skills and full time and
         attention to the furtherance and success of the Business.

                  1.3 EMPLOYMENT PERIOD. Employee's employment under this
         Agreement shall be for a period of three years beginning on September
         1, 1998 (the "Initial Employment Period"). This Agreement shall
         automatically renew for successive one-year periods (each one-year
         period shall be referred to herein as a "Renewal Period") unless either
         the Company or Employee, as the case may be, provides written notice to
         the other party at least ninety (90) days prior to the termination of
         any such period, 

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         stating its/her desire to terminate this Agreement. The Initial
         Employment Period and each successive Renewal Period shall be referred
         to herein together as the "Employment Period". Notwithstanding anything
         to the contrary contained herein, the Employment Period is subject to
         termination pursuant to SECTIONS 1.4, 1.5 AND 1.6 below.

                  1.4  TERMINATION OF EMPLOYMENT FOR CAUSE, DEATH OR DISABILITY.
         The Company has the right to terminate Employee's employment under this
         Agreement, by notice to Employee in writing at any time, for Cause (as
         hereinafter defined), and such employment shall automatically terminate
         upon the death or the Disability (as hereinafter defined) of Employee.

                  "Cause," as used herein, means the occurrence of any of the
                  following events:

                           (i) final non-appealable conviction of (A) a felony 
                  or (B) any crime involving moral turpitude;

                           (ii) the willful failure of Employee to comply with
                  reasonable directions of the Company relating to Employee's
                  central duties as General Counsel after (A) written notice is
                  delivered to Employee describing such willful failure and (B)
                  Employee has failed to cure or take substantial steps to cure
                  such willful failure after a reasonable time period, as
                  determined by the Company in its reasonable discretion (not to
                  be less than 30 days);

                           (iii) any act by Employee in the course of her
                  employment constituting fraud or misappropriation of property
                  of the Company or its affiliates;

                           (iv) a material breach by Employee of any of the
                  terms, conditions or covenants set forth in SECTIONS 3.2, 3.3,
                  3.4 OR 3.5 of this Agreement if (A) written notice is
                  delivered to Employee describing such breach and (B) Employee
                  has failed to cure or take substantial steps to cure such
                  breach after a reasonable time period, as determined by the
                  Company in its reasonable discretion (not to be less than 30
                  days).

                  Employee shall be deemed to have a "Disability" for purposes
         of this Agreement if she is unable to perform, by reason of physical or
         mental incapacity, her material duties or obligations under this
         Agreement, with or without reasonable accommodation, for a total period
         of 90 days in any 360-day period. The Company shall determine,
         according to the facts then available, whether and when the Disability
         of the Employee has occurred. Such determination shall not be arbitrary
         or unreasonable and the Company will, if possible, take into
         consideration the expert medical opinion of a 

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         physician chosen by the Company, after such physician has completed an
         examination of Employee. Employee agrees to make herself available for
         such examination upon the reasonable request of the Company.

         1.5 TERMINATION OF EMPLOYMENT BY EMPLOYEE. Employee has the right to
         terminate her employment under this Agreement, by notice in writing to
         Employer, for any reason, including but not limited to Good Reason. For
         purposes of this Agreement, "Good Reason" shall mean, so long as
         Employee has not been guilty of the conduct giving rise to the right to
         terminate Employee for Cause, (i) the failure to elect Employee to the
         office of General Counsel of the Company (or a comparable or superior
         office), the removal of Employee from such position or the assignment
         to Employee of any additional duties or responsibilities or a reduction
         in Employee's duties or responsibilities which, in either case, are
         inconsistent with the duties of General Counsel or an adverse change in
         the Employee's reporting lines; (ii) the Company's requiring Employee
         to be based at any office or location other than in the metropolitan
         New York City area or to work more than three days per week at a
         location other than Employee's home office, except for occasional
         travel reasonably required in the performance of Employee's duties;
         (iii) any decrease in the Employee's total compensation; (iv) a
         material breach of this Agreement by the Company if (A) written notice
         is delivered to the Company describing such breach and (B) the Company
         has failed to cure or take substantial steps to cure such breach after
         a reasonable period of time (not to exceed 30 days); and (v) the
         termination or amendment by the Company of any employee benefit plan in
         which the Employee is participating unless (A) the value of the
         remaining compensation and benefits offered to Employee (including any
         compensation and benefits offered in lieu of such plan) is not less
         than prior to such termination or amendment, and (B) such plan is
         terminated or amended as to all managerial employees of the Company.

         1.6 TERMINATION DATE. The termination of Employee's employment shall be
         effective on the Termination Date. The Termination Date shall be the
         later of (i) the date of service of notice pursuant to Section 6.6
         hereof by either Employer or Employee of the termination of Employee's
         employment and (ii) the date Employee last performs service for the
         Company pursuant to this Agreement, except that upon the death or
         Disability of the Employee, the Termination Date shall be the date of
         death or the date a determination of Disability is made pursuant to
         Section 1.4 herein. The Employment Period shall terminate on the
         Termination Date.


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         2.       COMPENSATION AND BENEFITS.

                  2.1 SALARY. In consideration of Employee performing her duties
         under this Agreement during the Employment Period, the Company will pay
         Employee a base salary at a rate of $200,000 per annum (the "Base
         Salary"), payable in accordance with the Company's regular payroll
         policy for salaried employees. The Base Salary may be increased (but
         not decreased), from time to time during the Employment Period, as
         determined by the Company, in its sole discretion. If the Employment
         Period is terminated pursuant to SECTIONS 1.4 AND 1.5 above, then the
         Base Salary for any partial year will be prorated based on the number
         of days elapsed in such year during which services were actually
         performed by Employee.

                  2.2 BONUS. Employee shall be eligible to earn an annual bonus
         of up to 50% of Employee's Base Salary under the Company's incentive
         compensation policies for executive employees, based upon such factors
         as (i) the financial performance of the Company, and/or (ii) the
         achievement of personal performance goals. Such criteria shall be
         determined by the Company in its sole discretion (the "Bonus"). In
         addition, for the year ending December 31, 1998, the Company hereby
         agrees to pay Employee a bonus, pursuant to this section, which shall
         not be less than $50,000 (which amount shall not be prorated). All
         Bonuses awarded to Employee hereunder shall be payable in accordance
         with Company policy.

                  2.3      OBLIGATIONS AFTER TERMINATION OF EMPLOYMENT.

                           (a) If the Company shall terminate Employee's
                  employment during the Employment Period for any reason (other
                  than for Cause pursuant to SECTION 1.4 of this Agreement),
                  Employee shall be entitled to receive severance compensation
                  equal to the sum of (A) continuance of her Base Salary for a
                  period of one year from the Termination Date (the "Severance
                  Period") and (B) her prorated bonus, as determined by the
                  Company in its good faith judgment, for the portion of any
                  fiscal year prior to the termination date ((A) and (B)
                  collectively, the "Severance Benefits"). The Severance
                  Benefits payable under (A) above shall be paid in equal
                  installments on the Company's normal payroll payment dates
                  occurring during the Severance Period.

                           If Employee shall voluntarily terminate her
                  employment for (i) Good Reason (as defined in Section 1.5) or
                  (ii) at any time within one year after a Change of Control (as
                  defined below), Employee shall be entitled to receive the
                  Severance Benefits.

                           The Executive shall have no duty to mitigate with
                  respect to any Severance Benefits by seeking or accepting
                  other employment.

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                           Subject to the foregoing, upon termination or
                  expiration of this Agreement for any reason, the Company shall
                  have no further obligations hereunder or otherwise with
                  respect to Employee's employment from and after the
                  termination or expiration date (except payment of Employee's
                  Base Salary and Bonus accrued through the date of termination
                  or expiration), and the Company shall continue to have all
                  other rights available hereunder (including, without
                  limitation, all rights under SECTIONS 3 AND 4 hereof at law or
                  in equity); provided that if Employee's employment terminates
                  by reason of Employee's death or disability, Employee or
                  Employee's estate shall have the right to exercise Employee's
                  stock options for a period of 12 months thereafter and all
                  options shall be immediately exercisable.

                           (b) For purposes of this Agreement, a "Change of
                  Control" of the Company shall be deemed to have occurred on
                  the first of any of the following:

                                    (i) The acquisition by any individual,
                           entity or group (within the meaning of Section
                           13(d)(3) or 14(d)(2) of the Securities Exchange Act
                           of 1934, as amended (the "Exchange Act")) (a
                           "Person") of beneficial ownership (within the meaning
                           of Rule 13d-3 promulgated under the Exchange Act) of
                           thirty percent (30%) or more of either (A) the
                           then-outstanding shares of common stock of the
                           Company (the "Outstanding Company Common Stock") or
                           (B) the combined voting power of the then-outstanding
                           voting securities of the Company entitled to vote
                           generally in the election of directors (the
                           "Outstanding Company Voting Securities"); provided,
                           however, that for purposes of this subsection (i),
                           the following acquisitions shall not constitute a
                           Change of Control: (A) any acquisition directly from
                           the Company other than in connection with the
                           acquisition by the Company or its affiliates of a
                           business, (B) any acquisition by the Company, (C) any
                           acquisition by any employee benefit plan (or related
                           trust) sponsored or maintained by the Company or any
                           corporation controlled by the Company, (D) any
                           acquisition by a lender to the Company pursuant to a
                           debt restructuring of the Company, or (E) any
                           acquisition by any corporation pursuant to a
                           transaction which complies with clauses (A), (B) and
                           (C) of subsection (iii) of this Section 2.3(b);

                                    (ii) Individuals who, as of the date hereof,
                           constitute the Board (the "Incumbent Board") cease
                           for any reason to constitute at least a majority of
                           the Board; provided, however, that any individual
                           becoming a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           Company's shareholders, was approved 



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                           by a vote of at least a majority of the directors
                           then comprising the Incumbent Board shall be
                           considered as though such individual were a member of
                           the Incumbent Board, but excluding, for this purpose,
                           any such individual whose initial assumption of
                           office occurs as a result of an actual or threatened
                           election contest with respect to the election or
                           removal of directors or other actual or threatened
                           solicitation of proxies or consents by or on behalf
                           of a Person other than the Board;

                                    (iii) Consummation of a reorganization,
                           merger or consolidation of the Company or any direct
                           or indirect subsidiary of the Company or sale or
                           other disposition of all or substantially all of the
                           assets of the Company (a "Business Combination"), in
                           each case, unless, following such Business
                           Combination, (A) all or substantially all of the
                           individuals and entities who were the beneficial
                           owners, respectively, of the Outstanding Company
                           Common Stock and Outstanding Company Voting
                           Securities immediately prior to such Business
                           Combination beneficially own, directly or indirectly,
                           more than sixty percent (60%) of, respectively, the
                           then-outstanding shares of common stock and the
                           combined voting power of the then-outstanding voting
                           securities entitled to vote generally in the election
                           of directors, as the case may be, of the corporation
                           resulting from such Business Combination (which shall
                           include for these purposes, without limitation, a
                           corporation which as a result of such transaction
                           owns the Company or all or substantially all of the
                           Company's assets either directly or through one or
                           more subsidiaries) in substantially the same
                           proportions as their ownership, immediately prior to
                           such Business Combination, of the Outstanding Company
                           Common Stock and Outstanding Company Voting
                           Securities, as the case may be, (B) no Person
                           (excluding any corporation resulting from such
                           Business Combination or any employee benefit plan (or
                           related trust) of the Company or such corporation
                           resulting from such Business Combination and any
                           Person beneficially owning, immediately prior to such
                           Business Combination, directly or indirectly, 30% or
                           more of the Outstanding Common Stock or Outstanding
                           Voting Securities, as the case may be) beneficially
                           owns, directly or indirectly, thirty percent (30%) or
                           more of, respectively, the then-outstanding shares of
                           common stock of the corporation resulting from such
                           Business Combination, or the combined voting power of
                           the then outstanding voting securities of such
                           corporation entitled to vote generally in the
                           election of directors and (C) at least a majority of
                           the members of the board of directors of the
                           corporation resulting from such Business Combination
                           were members of the Incumbent Board at the time of
                           the execution of the initial agreement,


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                           or of the action of the Board, providing for such
                           Business Combination; or

                                    (iv) Approval by the shareholders of the
                           Company of a complete liquidation or dissolution of
                           the Company other than to a corporation which would
                           satisfy the requirements of clauses (A), (B) and (C)
                           of Subsection (iii) of this Section 2.3(b), assuming
                           for this purpose that such liquidation or dissolution
                           was a Business Combination.

                           (c) For the avoidance of doubt, Severance Benefits
                  shall not be payable if Employee's employment is terminated by
                  reason of her death or Disability, but shall continue to be
                  payable during the Severance Period if her employment is
                  terminated without Cause, for Good Reason or within one year
                  after a Change of Control and she subsequently dies or becomes
                  disabled.

                  2.4 BENEFITS, EXPENSES AND PENSION PLAN. During the Employment
         Period, the Company agrees to provide to Employee such fringe and other
         employee benefits as are generally provided, from time to time, to
         other senior officers of the Company, including without limitation
         vacation, health and insurance benefits, and the opportunity to
         participate in the Company's Employee Incentive Compensation Plan and
         the Employee Stock Purchase Plan. In addition to the foregoing, the
         Company hereby agrees to reimburse Employee for her reasonable
         out-of-pocket expenses related to the performance of her duties
         hereunder. The Company shall retain the right to discontinue or modify
         any employee benefit program at any time, subject to Section 1.5(v)
         hereof. The Company will reimburse Employee in accordance with Company
         policy for her normal out-of-pocket expenses incurred in the course of
         performing her duties hereunder.

                  2.5 OFFICE. Employee's office shall be located at the
         Company's offices in the metropolitan New York City area. Employee
         shall be entitled to work from her home office at least two days each
         work week. Company shall reimburse Employee for out-of-pocket expenses
         reasonably incurred in establishing a home office for the purpose of
         performing her duties hereunder, including the purchase of office
         furniture, computer equipment, software, telephone and facsimile
         equipment and office supplies, and maintaining that office.

                  2.6 OTHER. If the Initial Employment Period commences prior to
         September 16, 1998 and Employee's options to purchase stock of General
         Electric Company ("GE Options") are cancelled, then the Company agrees
         to pay Employee $15,000, which amount represents the gain Employee
         would have realized had she exercised her GE Options on September 16,
         1998.



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         3.       COVENANTS.

                  3.1     EMPLOYEE'S ACKNOWLEDGMENT. Employee acknowledges that:

                          (i) the Company has made known its intention to be
                  engaged in the Business during the Employment Period and
                  thereafter;

                           (ii) Employee will occupy a position of trust and
                  confidence with the Company after the date of this Agreement,
                  and during the Employment Period and Employee's employment
                  under this Agreement, Employee will become familiar with the
                  Company's proprietary and confidential information concerning
                  the Company and the Business;

                           (iii) the agreements and covenants contained in this
                  SECTION 3 are essential to protect the Company and the
                  goodwill of the Business and are a condition precedent to the
                  Company's entering into this Agreement;

                           (iv) Employee's employment with the Company has
                  special, unique and extraordinary value to the Company and the
                  Company would be irreparably damaged if Employee were to
                  provide services to any person or entity in violation of the
                  provisions of this Agreement; and

                           (v) Employee has means to support herself and her
                  dependents other than by engaging in the Business as conducted
                  by the Company during the Restrictive Period, and the
                  provisions of this SECTION 3 will not impair such ability.

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                  3.2 NON-COMPETE. Employee hereby agrees that during the
         Employment Period and through the period ending with the first
         anniversary of the last day of the Employment Period (collectively, the
         "RESTRICTIVE PERIOD"), she shall not (except on behalf of the Company
         during the Employment Period), for any reason whatsoever, directly or
         indirectly, whether individually or as an officer, director,
         shareholder, owner, partner, joint venturer, employee, independent
         contractor, consultant or advisor to or of any entity, or in any other
         capacity:

                           (i) engage, participate or invest in any business
                  that derives more than fifty percent (50%) of its revenues
                  from the provision of outsourced business services on a
                  national basis focusing on direct mail and accounts receivable
                  management services anywhere in the United States of America
                  (the "Territory"); provided, however, that nothing contained
                  herein shall be construed to prevent Employee from investing
                  in up to 5% of the outstanding stock of any competing
                  corporation that is widely-traded and listed on a recognized
                  national, international or regional securities exchange or
                  traded in the U.S. over-the-counter market, but only if
                  Employee is not actively involved in and does not render
                  consulting services to the business of said corporation, and
                  provided further that nothing contained herein shall be
                  construed to prevent Employee from providing services to or
                  otherwise working for or in a law firm or financial services
                  company.

                           (ii) sell or provide any products or services that
                  are directly competitive to products or services sold or
                  provided by the Business to, or solicit for the purpose of
                  selling or providing such products or services to, any person
                  or entity that was a customer of the Company at any time
                  during the one-year period ending on the Termination Date or
                  that was actively being solicited by the Company to become a
                  customer of the Company at any time during such period,

                           (iii) solicit for employment or engagement, or
                  influence or induce to leave the Company's employment, or
                  knowingly cause to be employed or engaged, any person who is
                  employed or engaged by the Company in a managerial capacity on
                  the Termination Date or during the Restrictive Period, unless
                  such person has been out of the employ of the Company for at
                  least 180 days; provided, that the Employee shall be permitted
                  to solicit and hire any member of her immediate family, or

                           (iv) enter into, or call upon or request non-public
                  information for the purpose of entering into, an Acquisition
                  Transaction with any entity with respect to which the Company
                  has made an offer or proposal for, or entered into discussions
                  or negotiations for, or evaluated with the intent of making a
                  proposal 



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                  for, an Acquisition Transaction, within the six-month period
                  immediately preceding the Termination Date.

                  For purposes of this Agreement, an "Acquisition Transaction"
         means a merger, consolidation, purchase of material assets, purchase of
         a material equity interest, tender offer, recapitalization,
         accumulation of shares, proxy solicitation or other business
         combination.

                  3.3 INTELLECTUAL PROPERTY RIGHTS. Employee will promptly
         communicate, disclose and transfer to the Company free of all
         encumbrances and restrictions (and will execute and deliver any papers
         and take any action at any time deemed reasonably necessary by the
         Company to further establish such transfer) all of Employee's right,
         title and interest in and to all ideas, discoveries, inventions and
         improvements relating to the Business created, originated, developed or
         conceived of by Employee solely or jointly with others during the term
         of Employee's employment hereunder, whether or not during normal
         working hours. Employee agrees that all right, title and interest in
         and to all such ideas, discoveries, inventions and improvements shall
         belong solely to the Company, whether or not they are protected or
         protectible under applicable patent, trademark, service mark, copyright
         or trade secret laws. Employee agrees that all work or other material
         containing or reflecting any such ideas, discoveries, inventions or
         improvements shall be deemed work made for hire as defined in Section
         101 of the Copyright Act, 15 U.S.C.ss.101. Such transfer shall include
         all patent rights, copyrights, trademark and service mark rights, and
         trade secret rights (if any) to such ideas, discoveries, inventions and
         improvements in the United States and in all other countries. Employee
         further agrees, at the expense of the Company, to take all such
         reasonable actions and to execute and deliver all such assignments and
         other lawful papers relating to any aspect of the prosecution of such
         rights in the United States and all other countries as the Company may
         request at any time during the Employment Period or after termination
         thereof.

                  3.4 INTERFERENCE WITH RELATIONSHIPS. Other than in the
         performance of her duties hereunder, during the Restrictive Period,
         Employee shall not, directly or indirectly, as employee, agent,
         consultant, stockholder, director, co-partner or in any other
         individual or representative capacity solicit or encourage any present
         or future customer, supplier or other third party to terminate or
         otherwise alter his, her or its relationship with the Company with
         respect to the Business.

                  3.5 CONFIDENTIAL INFORMATION. Except to the extent Employee
         reasonably deems it necessary in the performance of her duties
         hereunder, during the Restrictive Period and thereafter, Employee shall
         keep secret and retain in strictest confidence, and shall not, without
         the prior written consent of the Company, directly or indirectly
         furnish, make available or disclose to any third party or use for the
         benefit of herself or 



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         any third party, any Confidential Information. As used in this
         Agreement, "Confidential Information" shall mean any information
         relating to the business or affairs of the Company or the Business,
         including, but not limited to, information relating to financial
         statements, employees, customers, suppliers, pricing, marketing,
         equipment, programs, strategies, analyses, profit margins, or other
         proprietary information of or used by the Company or any subsidiary of
         Company in connection with the Business; provided, however, that
         Confidential Information shall not include any information which is in
         the public domain or becomes known in the industry through no wrongful
         act on the part of Employee. Employee acknowledges that the
         Confidential Information is vital, sensitive, confidential and
         proprietary to the Company.

                  3.6 BLUE-PENCIL. If any court of competent jurisdiction shall
         at any time deem the Restrictive Period too lengthy or the Territory
         too extensive, the other provisions of this SECTION 3 shall
         nevertheless stand, the Restrictive Period herein shall be deemed to be
         the longest period permissible by law under the circumstances and the
         Territory herein shall be deemed to comprise the largest territory
         permissible by law under the circumstances. The court in each case
         shall reduce the time period and/or territory to permissible duration
         or size.

                  3.7 RETURN OF COMPANY MATERIALS UPON TERMINATION. Employee
         acknowledges that all price lists, sales manuals, catalogs, binders,
         customer lists and other customer information, supplier lists and other
         supplier information, financial information, memoranda, correspondence
         and other records or documents including information stored on computer
         disks or in computer readable form, containing Confidential Information
         prepared by Employee or coming into Employee's possession by virtue of
         Employee's employment by the Company is and shall remain the property
         of the Company and that upon termination of Employee's employment
         hereunder, Employee shall return immediately to the Company all such
         items in Employee's possession, together with all copies thereof.

                  3.8 REMEDIES. Employee acknowledges and agrees that the
         covenants set forth in this SECTION 3 (collectively, the "RESTRICTIVE
         COVENANTS") are reasonable and necessary for the protection of the
         Company's business interests, that irreparable injury will result to
         the Company if Employee breaches any of the terms of said Restrictive
         Covenants, and that in the event Employee breaches any such Restrictive
         Covenants, the Company will have no adequate remedy at law. Employee
         accordingly agrees that in the event Employee breaches any of the
         Restrictive Covenants, the Company shall be entitled to immediate
         temporary injunctive and other equitable relief, without bond and
         without the necessity of showing actual monetary damages. Nothing
         contained herein shall be construed as prohibiting the Company from
         pursuing any other remedies 



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         available to it for such breach or the threat of such a breach by
         Employee, including the recovery of any other damages which it is able
         to prove.

                  If the Company asserts a claim or brings an action against the
         Employee for violation of any covenant set forth in Section 3 and
         Employee prevails on such claim or in such action, the Company shall
         pay the attorneys' fees and costs reasonably incurred by Employee in
         connection with such claim or action.

                  3.9 COMPANY. For purposes of this SECTION 3, the term
         "Company" shall include the Company and its respective subsidiaries,
         affiliates, assignees and any successors in interest of the Company or
         its subsidiaries.

         4. EFFECT OF TERMINATION. If Employee or the Company should terminate
Employee's employment for any reason, then, notwithstanding such termination,
those provisions contained in SECTIONS 3, 4 AND 5 hereof shall remain in full
force and effect.

         5. INCOME TAX TREATMENT. Employee and the Company acknowledge that it
is the intention of the Company to deduct all amounts paid under SECTION 2
hereof as ordinary and necessary business expenses for income tax purposes.
Employee agrees and represents that she will treat all such amounts as required
pursuant to all applicable tax laws and regulations, and should she willfully
fail to report such amounts as required, she will indemnify and hold the Company
harmless from and against any and all taxes, penalties, interest, costs and
expenses, including reasonable attorneys' and accounting fees and costs, which
are incurred by Company directly or indirectly as a result thereof.

         6.       MISCELLANEOUS.

                  6.1 ASSIGNMENT. No party hereto may assign or delegate any of
         its rights or obligations hereunder without the prior written consent
         of the other party hereto; provided, however, that the Company shall
         have the right to assign all or any part of its rights and obligations
         under this Agreement (i) to any affiliate of the Company to which the
         Business of the Company is assigned at any time, any subsidiary or
         affiliate of the Company or any surviving entity following any merger
         or consolidation of any of those entities with any entity other than
         the Company or (ii) in connection with the sale of the Business by the
         Company. Except as otherwise expressly provided herein, all covenants
         and agreements contained in this Agreement by or on behalf of any of
         the parties hereto shall bind and inure to the benefit of the
         respective legal representatives, heirs, successors and assigns of the
         parties hereto whether so expressed or not.

                  6.2 ENTIRE AGREEMENT. Except as otherwise expressly set forth
         herein, this Agreement and all other agreements entered into by the
         parties hereto on the date hereof set forth the entire understanding of
         the parties, and supersede and preempt all

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         prior oral or written understandings and agreements, with respect to 
         the subject matter hereof.

                  6.3 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.

                  6.4 AMENDMENT; MODIFICATION. No amendment or modification of
         this Agreement and no waiver by any party of the breach of any covenant
         contained herein shall be binding unless executed in writing by the
         party against whom enforcement of such amendment, modification or
         waiver is sought. No waiver shall be deemed a continuing waiver or a
         waiver in respect of any subsequent breach or default, either of a
         similar or different nature, unless expressly so stated in writing.

                  6.5 GOVERNING LAW. This Agreement shall be construed and
         enforced in accordance with, and all questions concerning the
         construction, validity, interpretation and performance of this
         Agreement shall be governed by, the laws of the State of New York,
         without giving effect to provisions thereof regarding conflict of laws.

                  6.6 NOTICES. All notices, demands or other communications to
         be given or delivered hereunder or by reason of the provisions of this
         Agreement shall be in writing and shall be deemed to have been properly
         served if (a) delivered personally, (b) delivered by a recognized
         overnight courier service, (c) sent by certified or registered mail,
         return receipt requested and first class postage prepaid, or (d) sent
         by facsimile transmission followed by a confirmation copy delivered by
         a recognized overnight courier service the next day. Such notices,
         demands and other communications shall be sent to the addresses
         indicated below:

                           (a)      If to Employee:

                           Julie Schechter, Esq.
                           23 Lounsbury Rd.
                           Ridgefield, Connecticut 06877


                           (b)      If to the Company:

                           Compass International Services Corporation
                           One Penn Plaza
                           Suite 4430


                                       13
<PAGE>   15

                           New York, New York  10119
                           Attention: Chief Executive Officer

                           with a copy to:

                           Katten Muchin & Zavis
                           525 West Monroe, Suite 1600
                           Chicago, IL 60661
                           Attention:  Howard S. Lanznar, Esq.

         or to such other address or to the attention of such other person as
         the recipient party has specified by prior written notice to the
         sending party. Date of service of such notice shall be (i) the date
         such notice is personally delivered or sent by facsimile transmission
         (with issuance by the transmitting machine of a confirmation of
         successful transmission), (ii) three business days after the date of
         mailing if sent by certified or registered mail or (iii) one business
         day after date of delivery to the overnight courier if sent by
         overnight courier.

                  6.7 COUNTERPARTS. This Agreement may be executed in multiple
         counterparts, each of which shall be deemed an original, but all of
         which taken together shall constitute one and the same Agreement.

                  6.8 DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive
         headings in this Agreement are inserted for convenience of reference
         only and are not intended to be part of or to affect the meaning or
         interpretation of this Agreement. The use of the word "including" in
         this Agreement shall be by way of example rather than by limitation.
         The Preliminary Recitals set forth above are incorporated by reference
         into this Agreement.

                  6.9 NO STRICT CONSTRUCTION. The language used in this
         Agreement will be deemed to be the language chosen by the parties
         hereto to express their mutual interest, and no rule of strict
         construction will be applied against any party hereto.


                                       14
<PAGE>   16



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

                   COMPANY:

                   COMPASS INTERNATIONAL SERVICES CORPORATION

                   By:


                   Its:


                   EMPLOYEE:


                   Julie Schechter