<PAGE>

                                                                  EXHIBIT 10.6.2


                                      -1-


                          FORM OF EMPLOYMENT AGREEMENT


         MEMORANDUM OF AGREEMENT made as of [MONTH, DATE, YEAR].
B E T W E E N:


                  of the City of [NAME OF CITY], [STATE],

                  (hereinafter referred to as the "Executive"),


                                     - and -


                  [NAME OF CORPORATION]
                  a corporation existing under the laws
                  of the State of [STATE],

                  (hereinafter referred to as "[NAME OF SUBSIDIARY]").


                                     - and -


                  BRACKNELL CORPORATION,
                  a corporation existing under the laws
                  of the Province of Ontario,

                  (hereinafter referred to as "Bracknell").



         WHEREAS the Executive has been employed by Bracknell as [START DATE],
effective as of [EFFECTIVE START DATE];

         AND WHEREAS effective [MONTH DAY, YEAR] the Executive has accepted the
assignment as the [TITLE] of [NAME OF CORPORATION] ("CORPORATION;

         AND WHEREAS the Executive, [NAME OF CORPORATION] and Bracknell have
agreed to enter into this Agreement in order to provide for the terms and
conditions upon which the Executive shall be employed by [NAME OF CORPORATION];
<PAGE>

                                      -2-


         NOW THEREFORE in consideration of the respective covenants hereinafter
set forth, and in consideration of $1.00 paid by each party hereto to each other
party hereto and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:

1)       Definitions

                  In this Agreement:

         a)       "Agreement" means this Agreement, as amended from time to time
                  hereafter;

         b)       "Annual Salary" has the meaning ascribed thereto in Section
                  4(a) hereof;

         c)       "Assignment" means the [TITLE] OF [NAME OF CORPORATION]

         d)       "Board" means the Board of Directors of Bracknell;

         e)       "business day" means any day other than a Saturday or Sunday
                  upon which banks are open for business in Toronto, Ontario;

         f)       "Change in Control" shall mean the occurrence of either of the
                  following:

                  i)       the purchase or acquisition of Shares and/or
                           securities of Bracknell ("Convertible Securities")
                           convertible into Shares or carrying the right to
                           acquire Shares as a result of which a person, group
                           of persons or persons acting jointly or in concert
                           (excluding, for this purpose, the Executive and any
                           corporation controlled, directly or indirectly, by
                           the Executive) (collectively, the "Holders")
                           beneficially own or exercise control or direction
                           over Shares and/or Convertible Securities such that,
                           assuming the conversion of or the exercise of the
                           purchase rights attaching to the Convertible
                           Securities beneficially owned by the Holders as well
                           as those attaching to all other Convertible
                           Securities of the same class or series as those owned
                           by the Holders, the Holders would beneficially own
                           shares which would entitle the Holders to cast more
                           than 50% of the votes attaching to all shares in the
                           capital of Bracknell which may be cast to elect
                           directors of Bracknell; or

                  ii)      the completion of an amalgamation, arrangement,
                           merger or other consolidation of Bracknell with
                           another corporation pursuant to which the
                           shareholders of Bracknell immediately prior to the
                           completion of such transaction do not thereafter own
                           shares of the successor or continuing corporation
                           which would entitle them to cast more than 50% of the
                           votes attaching to all shares in the capital of the
                           successor or continuing corporation which may be cast
                           to elect directors of that corporation;

         g)       "Company" shall mean [NAME OF CORPORATION] and "Companies"
                  shall mean [NAME OF CORPORATION], and any direct or indirect
                  subsidiary thereof;

         h)       "Date of Grant" has the meaning ascribed thereto in Section
                  5(b) hereof;

         i)       "Effective Date" means [DATE];

         j)       "Conventional Options" has the meaning ascribed thereto in
                  Section 5(a) hereof;

         k)       "Performance Options" has the meaning ascribed thereto in
                  Section 5(b) hereof;

         l)       "Permanent Incapacity" means the inability of the Executive by
                  reason of illness, disease, mental or physical disability or
                  incapacity or otherwise to perform his duties
<PAGE>

                                      -3-

                  under this Agreement (A) for a period of 90 business days in
                  the aggregate during any period of 120 consecutive business
                  days unless, at the end of such 120 business days there are
                  reasonable grounds for expecting that the Executive will be
                  capable of resuming and willing to resume his duties on a
                  full-time basis within a further period of 60 business days,
                  or (B) for a period of 180 business days in the aggregate
                  during any period of 210 consecutive business days;

         m)       "person" includes an individual, body corporate, partnership,
                  unincorporated syndicate, unincorporated organization, trust,
                  trustee, executor, administrator or other legal
                  representative; and

         n)       "Shares" means common shares of Bracknell.

2)       Employment and Acceptance

         On and subject to the terms and conditions of this Agreement, the
         Company shall employ the Executive on the terms and conditions set
         forth herein and the Executive hereby accepts such employment. The term
         (the "Term") of the Employee's employment pursuant to this Agreement
         shall be [NUMBER OF YEARS] years, commencing on [DATE] and ending on
         [DATE], unless sooner terminated as hereinafter provided. On or before
         120 days prior to the scheduled expiration of the Term, the Company may
         give written notice to the Executive of its intent to not continue the
         Executive's employment pursuant to this Agreement for an additional
         Term, then the Executive's employment shall automatically continue
         pursuant to the terms and conditions of this Agreement for an
         additional Term.

         Responsibilities

         a)       Duties. Unless the parties otherwise mutually agree, the
                  Executive shall serve as the [TITLE] of [CORPORATION] during
                  the term hereunder, and shall also hold the title of [TITLE]
                  OF [CORPORATION].

         b)       Authority. Unless the parties otherwise mutually agree, the
                  Executive shall be a corporate officer of [CORPORATION] but
                  shall not be an officer of Nationwide or Bracknell. The
                  Executive shall perform such duties and exercise such powers
                  at the Companies as may from time to time be prescribed by the
                  board of the particular company, the [POSITION] of Bracknell
                  or by the President & [POSITION] of Bracknell.

         c)       Reporting. The Executive shall report directly to the [DIRECT
                  REPORT], [CORPORATION].

         d)       Performance of Duties. In the performance of his duties, the
                  Executive shall act honestly, in good faith and in the best
                  interests of Bracknell and shall exercise the degree of
                  diligence and responsibility that a person holding the
                  position of [TITLE] of [CORPORATION] would reasonably be
                  expected to exercise in comparable circumstances, subject
                  always to the instructions, control and direction of the
                  [DIRECT REPORT], [CORPORATION], or the [POSITION] of
                  Bracknell, or the Board. The Executive shall devote the whole
                  of his time, attention and ability during business hours to
                  serving the Companies on an exclusive and full-time basis as
                  aforesaid, except during holidays, in case of illness or
                  accident, or as may be otherwise approved from time to time by
                  the Chief Operating Officer of Bracknell. The Executive shall
                  be bound by and
<PAGE>

                                      -4-

                  shall faithfully observe and abide by all of the rules,
                  regulations and corporate policies of the Companies from time
                  to time in force which are brought to the attention of the
                  Executive or of which he should reasonably be aware.

         e)       Office Location. The Executive shall be provided with an
                  office at the head office of [CORPORATION] in [CITY], [STATE].

3)       Compensation

         a)       Annual Salary. The Executive shall receive an annual salary of
                  [DOLLAR AMOUNT] (the "Annual Salary"), payable in accordance
                  with the usual practices of [CORPORATION], less such
                  deductions as shall be required to be withheld by applicable
                  law and regulation. The Annual Salary payable to the Executive
                  will be reviewed annually in accordance with the policies and
                  procedures that apply to other senior executives of Bracknell
                  in order to determine whether any change to the Annual Salary
                  is warranted; provided, however, that under no circumstances
                  will the Annual Salary paid to the Executive be less than the
                  amount payable as at the effective date of this Agreement.

         b)       Annual Bonuses. The Executive shall be paid an annual bonus in
                  such amount as shall be determined by Nationwide or the Board
                  or by a committee of the Board, on recommendation from the
                  [POSITION] of Bracknell, in accordance with the policies and
                  procedures that apply to other senior officers of Bracknell
                  and its subsidiaries. The target annual bonus ("Target Bonus")
                  for the Executive shall be [TARGET PERCENTAGE] of the Annual
                  Salary, and the parties acknowledge that the actual annual
                  bonus may be greater than or less than the Target Bonus
                  depending on the assessment of the Executive's contribution to
                  the business and financial results of [CORPORATION] and
                  Bracknell, and the achievement of personal objectives.

4)       Relocation Bonus. The Executive shall be paid a relocation bonus of
         [DOLLAR AMOUNT], less such deductions as shall be required to be
         withheld by applicable law and regulation.

5)       Stock Options. As soon as is reasonably practicable on or after the
         Effective Date, Bracknell shall grant the Executive options (the
         "Performance Options") to purchase 200,000 Shares in accordance with
         the stock option plan (the "Plan") of Bracknell (such date of grant
         hereinafter referred to as the "Date of Grant"). The exercise price
         ("Exercise Price") of the Performance Options shall be the closing
         price for the Shares on the trading day immediately preceding the Date
         of Grant, as quoted on The Toronto Stock Exchange. The grant of the
         Performance Options shall be subject to the terms of the Plan and the
         attached Schedule-A.

         a)       The Executive shall be eligible for future grants of stock
                  options, consistent with such policies as may from time to
                  time be established by the Companies or the Board or a
                  committee of the Board relating to the grant of stock options
                  to senior executives of Bracknell and its subsidiaries.
<PAGE>

                                      -5-

6)       Expenses

         Subject to such policies as may from time to time be established by the
         Companies or the Board or a committee of the Board, the Executive shall
         be reimbursed for: (a) all reasonable traveling and other out-of-pocket
         expenses actually incurred or paid by the Executive in the performance
         of the Executive's duties upon presentation of such expense statements
         or vouchers or such other supporting information as the Company may
         require; (b) any fees or dues required to maintain any professional
         licenses or designations in The United States of America or Canada.

7)       Benefits

         a)       Benefits. The Executive shall be entitled to fully participate
                  in all other benefit plans available to senior executives of
                  the Company from time to time including, without limitation,
                  medical, dental, insurance, health club and similar programs.

         b)       Automobile. The Company shall provide the Executive with a
                  leased automobile for his use, or an automobile allowance not
                  less than [DOLLAR AMOUNT] per month, in accordance with the
                  Company's policies for its senior executives in place from
                  time to time. The Company shall pay or reimburse the Executive
                  for all reasonable operating expenses such as gas,
                  maintenance, parking and insurance incurred or paid by the
                  Executive in connection therewith.

         c)       Annual 401K Contribution. The Executive shall be entitled to
                  participate in the Company's tax-qualified earnings reduction
                  profit sharing plan with the pertinent provisions of law,
                  including provisions of the Internal Revenue Code (such as
                  sections 401(a), 401(k) and 501(a) thereof), and the Company
                  shall make matching, profit sharing or other contributions
                  pursuant to the Company's policies in effect from time to
                  time.

8)       Relocation Expenses and Indemnity

         a)       Upon presentation of such expense statements or vouchers or
                  such other supporting information as the Company may
                  reasonably require, the Company will pay for all reasonable
                  and direct costs of relocating the Executive, including,
                  without limiting the generality of the foregoing:

                  i)       closing costs incurred in connection with the sale of
                           existing real estate, including real estate
                           commissions, land transfer expenses, legal fees and
                           disbursements, and existing mortgage discharge fees;

                  ii)      closing costs incurred in connection with the
                           purchase of new real estate, including real estate
                           commissions, escrow fees, land transfer expenses,
                           legal fees and disbursements, and mortgage
                           origination fees;

                  iii)     carrying charges on a vacant home, including mortgage
                           interest, property taxes, insurance, reasonable
                           charges for heating, water, electricity, lawn care
                           and snow removal;

                  iv)      household moving expenses, including costs of
                           disposal, packing/unpacking, storage,
                           disconnection/installation charges, transportation
                           and customs processing, registration charges for
                           automobiles and driver's licensing;
<PAGE>

                                      -6-

                  v)       legal fees and other costs incurred in relation to
                           immigrating to the United States, including
                           reasonable legal expenses incurred for the
                           preparation of prepare personal wills,

                  vi)      reasonable losses incurred on the disposition of
                           personal property (including automobiles) that as a
                           result of applicable law or regulation may not be
                           relocated with the Executive;

                  vii)     temporary living costs, including rent for temporary
                           housing; and

                  viii)    cost of travel for the Executive and his immediate
                           family to the new location.

         b)       The Company will pay the Executive a general moving expense
                  allowance in the amount of 10% of the Annual Salary, to assist
                  in re-establishing in the new residence and to compensate for
                  incidental losses and indirect costs resulting from the
                  transfer.

         c)       The Company shall indemnify the Executive from any medical
                  expenses incurred by him or his immediate family in connection
                  with any medical condition of the Executive or his immediate
                  family, pre-existing or otherwise, that is not otherwise fully
                  insured or reimbursable by a health benefit plan, including
                  any medical expenses incurred during any prequalification
                  period for health benefits coverage. To the extent required to
                  obtain medical treatment or procedures, Bracknell shall pay
                  the Executive in advance of the medical expenses being
                  incurred. For the purposes of this provision, medical expenses
                  shall include, but shall not be limited to, fees for medical
                  treatment, operative or other procedures, testing or
                  diagnostic procedures, pharmaceutical prescriptions, and
                  prosthetic devices.

         d)       The Company shall indemnify the Executive from any income tax
                  liability in Canada or the United States as a result of the
                  foregoing.

9)       Vacation

         During the term of this Agreement, the Executive will be entitled to
         [NUMBER] weeks of paid vacation per calendar year.

10)      Termination of Employment

         The following terms and provisions shall apply to the termination of
         the Executive's employment hereunder:

         a)       Termination For Cause. The employment of the Executive may be
                  terminated at any time for cause by the Company without any
                  requirement of a notice period and without payment of any
                  compensation of any nature or kind (including, without
                  limitation, by way of anticipated earnings, damages or payment
                  in lieu of notice). Notwithstanding the foregoing, in the
                  event that any portion of the Executive's Annual Salary has
                  been earned but not paid or any expenses referred to in
                  Sections 6, 7, 8, or 9 have been incurred by the Executive but
                  not reimbursed, in each case to the date of termination of his
                  employment, together with any amount to which the Executive is
                  entitled under any applicable employment standards legislation
                  or common law doctrine, as amended and enforced from time to
                  time, to the extent that the same cannot be waived by the
                  Executive, such amounts shall be paid to the Executive within
                  15 business days following such date of termination.
<PAGE>

                                      -7-

         b)       Permanent Incapacity. In the event of the Permanent Incapacity
                  of the Executive, his employment may thereupon be terminated
                  by the Company without payment of any compensation of any
                  nature or kind (including, without limitation, by way of
                  anticipated earnings, damages or payment in lieu of notice);
                  provided that, in such event, the Company shall pay or cause
                  to be paid to the Executive the amounts specified in any
                  benefit and insurance plans applicable to the Executive as
                  being payable in the event of the permanent incapacity or
                  disability of the Executive, such sums to be paid in
                  accordance with the provisions of those plans as then in
                  effect.

         c)       Death. If the Executive's employment is terminated by reason
                  of the Executive's death, the Executive's estate will be
                  entitled to receive and the Company shall pay or cause to be
                  paid to them or it, as the case may be, the amounts specified
                  in the benefit and insurance plans of the Company applicable
                  to the Executive, such sums to be paid in accordance with the
                  provisions of those plans as then in effect.

         d)       Termination by Executive. The Executive may terminate his
                  employment with the Company upon giving 30 days' written
                  notice or such shorter period of notice as the Company may
                  accept. The Executive shall not be entitled to any severance
                  payment other than the Annual Salary earned by the Executive
                  but not paid before the date of termination and any expenses
                  referred to in Section 6, 7, 8, or 9 incurred by the Executive
                  but not yet reimbursed, in each case to the date of
                  termination, together with any amount to which the Executive
                  is entitled under any applicable employment standards
                  legislation or common law doctrine, as amended and in force
                  from time to time, to the extent that the same cannot be
                  waived by the Executive.

         e)       Other Termination by the Company. In the event that the
                  Executive's employment with the Company is terminated by the
                  Company without cause (whether expressly or constructively),
                  the Executive shall be entitled to receive an amount by way of
                  lump sum payment equal to the aggregate of 12 months Total
                  Compensation. For these purposes, the term Total Compensation
                  will include the Annual Salary, Annual Bonus Amount and all
                  perquisites and benefits for the 12-month period. As well for
                  these purposes, the term Annual Bonus Amount means, at any
                  time, the average of the annual cash bonuses paid to the
                  Executive by the Company in respect of the two completed
                  fiscal years next preceding the date of termination of his
                  employment pursuant to Section 4(b) above; provided, however,
                  that if there is only one completed fiscal year between the
                  date hereof and the date of termination of the Executive's
                  employment, the bonus paid to the Executive in respect of that
                  fiscal year shall be the Target Bonus. The payment described
                  in this Section 11(e) is the only severance payment or payment
                  in lieu of notice that the Executive will be entitled to
                  receive in the event of the termination of his employment on
                  the basis contemplated in this Section 11(e). A constructive
                  termination of employment shall include a transfer involving a
                  significant geographic relocation, a fundamental demotion
                  involving reduced responsibilities and/or positioning within
                  the corporate hierarchy, or reductions in salary, bonus
                  opportunity and/or employee benefits.

         f)       Change of Control. In the event that the Executive's
                  employment with the Company is terminated by Bracknell or the
                  Company without cause (whether expressly or constructively)
                  within three months following the occurrence of a Change in
                  Control, the Executive shall be entitled to receive an amount
                  by way of lump sum payment equal to
<PAGE>

                                      -8-

                  the aggregate of 24 months Total Compensation. For these
                  purposes, the term Total Compensation will include the Annual
                  Salary then in effect, Annual Bonus Amount and all perquisites
                  and benefits for the 24-month period. As well for these
                  purposes, the term Annual Bonus Amount means, at any time, the
                  average of the annual cash bonuses paid to the Executive by
                  the Company in respect of the two completed fiscal years next
                  preceding the date of termination of his employment pursuant
                  to Section 4(b) above; provided, however, that if there is
                  only one completed fiscal year between the date hereof and the
                  date of termination of the Executive's employment, the bonus
                  paid to the Executive in respect of that fiscal year shall be
                  the Target Bonus. The payment described in this Section 11(f)
                  is the only severance payment or payment in lieu of notice
                  that the Executive will be entitled to receive in the event of
                  the termination of his employment on the basis contemplated in
                  this Section 11(f). A constructive termination of employment
                  shall include a transfer involving a significant geographic
                  relocation, a fundamental demotion involving reduced
                  responsibilities and/or positioning within the corporate
                  hierarchy, or reductions in salary, bonus opportunity and/or
                  employee benefits.

         g)       Stock Options. In the event that the Executive's employment
                  with the Company is terminated as contemplated above in this
                  Section 11 or terminates as contemplated in Section 2, the
                  right of the Executive or his estate, as the case may be, to
                  retain and exercise vested or unvested stock options then held
                  by the Executive shall be determined in accordance with the
                  stock option plan pursuant to which those stock options were
                  granted. Notwithstanding the foregoing or any other provision
                  of this Agreement:

                  i)       in the event that the Executive's employment with the
                           Company is terminated by Nationwide as contemplated
                           above in Section 11(f) within three months following
                           the occurrence of a Change in Control, all unvested
                           Conventional Options and Performance Options held by
                           the Executive shall automatically vest on the date
                           the Executive is so terminated or on such earlier
                           date as the Board may in its sole discretion
                           determine; and

                  ii)      in the event that the Executive's employment with
                           Bracknell is not terminated as contemplated in
                           Section 11(f) but is terminated as contemplated in
                           Section 11(e), all unvested Conventional Options then
                           held by the Executive shall automatically vest on the
                           date the Executive is so terminated; iii) and at any
                           time prior to the expiry of the three month period
                           following the date upon which the Executive is so
                           terminated, the Executive will have the right to
                           exercise all Conventional Options and Performance
                           Options that were vested on or prior to the date upon
                           which the Executive is so terminated, at which time
                           all unexercised options will be forfeited.

         h)       Earned Salary and Un-reimbursed Expenses. Notwithstanding the
                  foregoing, in the event that any portion of the Executive's
                  Annual Salary has been earned but not paid or any expenses
                  referred to in Sections 6, 7, 8, or 9 have been incurred by
                  the Executive but not reimbursed, in each case to the date of
                  termination of his employment, together with any amount to
                  which the Executive is entitled under any applicable
                  employment standards legislation or common law doctrine, as
                  amended and enforced from time to
<PAGE>

                                      -9-

                  time, to the extent that the same cannot be waived by the
                  Executive, such amounts shall be paid to the Executive within
                  15 business days following such date of termination.

         i)       Statutory Deductions. All payments required to be made to the
                  Executive or his estate under this Section 11 shall be made
                  net of all deductions required to be withheld by applicable
                  law and regulation.

         j)       Fair and Reasonable, etc. The parties acknowledge and agree
                  that the payment provisions contained in this Section 11 above
                  are fair and reasonable and the Executive acknowledges and
                  agrees that such payments are inclusive of any notice or pay
                  in lieu of notice or severance pay to which he would otherwise
                  be entitled under statute, pursuant to common law or otherwise
                  in the event that his employment is terminated pursuant to or
                  as contemplated in this Section 11. The parties further agree
                  that upon any termination of the employment of the Executive
                  as contemplated in this Section 12 and the payment to the
                  Executive or his estate, as the case may be, of the amounts
                  contemplated therein, as well as any expenses which the
                  Executive is entitled to have reimbursed as contemplated
                  above, the Executive shall have no action, cause of action,
                  claim or demand of any nature or kind whatsoever against the
                  Companies or Bracknell or against any other person as a
                  consequence of, in respect of or in connection with this
                  Agreement or such termination of the Executive's employment.

         k)       Return of Property. Upon any termination of the employment of
                  the Executive by the Executive or by the Company as
                  contemplated above in this Section 11, the Executive or the
                  Executive's estate shall at once deliver or cause to be
                  delivered to the Company all books, documents, effects, money,
                  securities, credit cards or other property belonging to the
                  Company or for which the Company is liable to others which are
                  in the possession, charge, control or custody of the
                  Executive.

11)      Confidentiality

         The Executive shall not (either during the term of his employment by
         the Company or at any time thereafter) disclose any information
         relating to the private or confidential affairs of the Company or
         relating to any secrets of the Company to any person other than for the
         purposes of the Company or use any such information for any purpose
         whatsoever other than for the purposes of the Company.

12)      Miscellaneous

         a)       Notices. Any notice required or permitted to be given to the
                  Company hereunder shall be sufficiently given if delivered
                  personally or mailed by pre-paid registered mail addressed to
                  the [POSITION] of Bracknell at the principal office of
                  Bracknell corporate headquarters, or to the Executive at the
                  principal office of Neal or at his last place of residence
                  contained in the records of the Company. Any such notice, if
                  delivered, shall be deemed to have been given upon its
                  delivery and, if mailed as aforesaid, shall be deemed to have
                  been given on the fourth business day following the date of
                  mailing. Any party hereto may change its address for notice by
                  notice given to each party hereto in accordance with the
                  foregoing.

         b)       Time of Essence. Time shall be of the essence of this
                  Agreement and of every provision hereof.
<PAGE>

                                      -10-

         c)       Divisions and Headings. The division of this Agreement into
                  Articles, Sections and clauses and the insertion of headings
                  are for convenience of reference only and shall not affect the
                  construction or interpretation hereof.

         d)       Gender and Number. In this Agreement, unless the context
                  otherwise requires, words importing the singular include the
                  plural and vice versa and words importing gender include all
                  genders.

         e)       Severability. The invalidity or unenforceability of any
                  provision or part of any provision of this Agreement shall not
                  affect the validity or enforceability of any other provision
                  or part thereof and any such invalid or unenforceable
                  provision or part thereof shall be deemed to be severable, and
                  no provision or part thereof shall be deemed dependent upon
                  any other provision or part thereof unless expressly provided
                  for herein.

         f)       Entire Agreement. This Agreement constitutes the entire
                  agreement between the parties hereto pertaining to the subject
                  matter hereof and supersedes all prior discussions,
                  understandings and arrangements between the parties in respect
                  thereof. No amendment, waiver or termination of this Agreement
                  shall be binding unless executed in writing by each party to
                  be bound thereby. No waiver of any provision of this Agreement
                  shall be deemed to or shall constitute a waiver of any other
                  provision and no such waiver shall constitute a continuing
                  waiver unless otherwise expressly provided.

         g)       Successors and Assigns. This Agreement shall not be assignable
                  by any of the parties hereto without the prior written consent
                  of each other party, but subject thereto shall enure to the
                  benefit of and be binding upon the parties hereto and their
                  respective legal personal representatives, successors and
                  assigns.

         h)       Currency. Unless otherwise specified, any dollar amounts set
                  out in this Agreement shall be in United States dollars.

         i)       Governing Law. This Agreement shall be governed by and
                  construed in accordance with the laws of California and the
                  laws of U.S. applicable therein.


         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.


SIGNED, SEALED AND DELIVERED      )
     in the presence of           )
                                  )
--------------------------------  )       --------------------------------
                                  )        [NAME OF EMPLOYEE]


                                       BRACKNELL CORPORATION


                                       by
                                          --------------------------------



                                       [BRACKNELL SUBSIDIARY]


                                       by
                                          --------------------------------
<PAGE>

                                      -11-


                                   SCHEDULE-A

                           PERFORMANCE OPTION VESTING

1)       As such terms are used in this Schedule-A,

         (a)      "Agreement" means the agreement of employment entered into
                  between Bracknell Corporation and the Executive;

         (b)      "Grant Date" means the date on which the resolution of the
                  Board of Directors of Bracknell granting the options described
                  herein was passed;

         (c)      "Trading Day" means a day on which the Shares trade on The
                  Toronto Stock Exchange;

         (d)      "First Option Period" means the period commencing on and
                  including the 21st Trading Day following the Grant Date and
                  ending on and including the first anniversary of the Grant
                  Date;

         (e)      "Second Option Period" means the period commencing on and
                  including the day immediately following the first anniversary
                  of the Grant Date and ending on and including the second
                  anniversary of the Grant Date;

         (f)      "Third Option Period" means the period commencing on and
                  including the day immediately following the second anniversary
                  of the Grant Date and ending on the including the third
                  anniversary of the Grant Date;

         (g)      "Average Trading Price" on any day means the simple
                  (unweighted) average of the closing sale prices of the Shares
                  on the Toronto Stock Exchange on the last 20 Trading Days
                  immediately prior to such day;

         (h)      "Plan" means the Stock Option Plan of Bracknell Corporation in
                  effect from time to time;

2)       [NUMBER] options to purchase Shares pursuant to the Plan (which options
         are hereinafter called the "Options") shall be granted to the Executive
         (who is hereinafter called a "Grantee") on the terms and conditions
         herein specified;

3)       the Options are granted subject to the approval by the shareholders of
         the Corporation, at the next meeting of such shareholders, of a
         corresponding increase in the number of Shares reserved for issue
         pursuant to the Plan;

4)       the price at which a Share may be purchased under each Option shall be
         Canadian $10.60 (hereinafter call "Exercise Price"), being the closing
         price of Bracknell common shares on The Toronto Stock exchange on the
         day preceding the Grant Date;
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                                      -12-

5)       subject to the terms and conditions of the Plan, the Options shall vest
         (that is, become exercisable by the Grantees) in accordance with the
         following terms and conditions:

         (a)      on the first day (if any) in the First Option Period on which
                  the Average Trading Price equals or exceeds an amount equal to
                  120% of the Exercise Price, one third of the Options granted
                  to each Grantee (which Options are hereinafter called the
                  "First Tranche") shall vest;

         (b)      on the first day, (if any) in the Second Option Period on
                  which the Average Trading Price equals or exceeds an amount
                  equal to 144% of the Exercise Price,

                  i)       a further one-third of the Options granted to such
                           Grantee shall vest, and;

                  ii)      if the First Tranche did not vest in the First Option
                           Period, the First Tranche shall vest;

         (c)      on the first day (if any) in the Third Option Period on which
                  the Average Trading Price equals or exceeds an amount equal to
                  173% of the Exercise Price, all Options granted to such
                  Grantee which have not previously vested shall vest; and

         (d)      all Options granted to such Grantee which have not previously
                  vested as provided in subparagraphs (a), (b), (c) of this
                  paragraph 5 shall vest on the seventh anniversary of the Grant
                  Date;

6)       all unexercised Options, whether or not vested, shall expire (that is,
         shall cease to be exercisable) on the tenth anniversary of the Grant
         Date;

7)       Unless otherwise specified by an applicable Employment Agreement, all
         Options granted to a Grantee which have not vested on or before the
         date on which such Grantee's employment with the Corporation terminates
         or is terminated shall expire on such date;

8)       The Corporation shall make application to all exchanges on which the
         Shares are listed for trading to list such additional number of Shares
         as may be required to ensure that they are listed on each such exchange
         all Share to be issued on the exercise of the Options.