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                                                                  EXHIBIT 10.6.1


                              EMPLOYMENT AGREEMENT


         MEMORANDUM OF AGREEMENT made as of the 2nd day of March, 1999.
B E T W E E N:

                   PAUL MELNUK,
                   of the City of Toronto in the
                   Province of Ontario,

                   (hereinafter referred to as the "Executive"),


                                     - and -


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

                   (hereinafter referred to as "Bracknell").


         WHEREAS the Executive was appointed as the President and Chief
Executive Officer of Bracknell effective as of March 3, 1999 on the terms and
conditions set out herein;

         AND WHEREAS the Executive 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 Bracknell;

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

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

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

         e)       "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;

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

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

         h)       "Effective Date" means March 3, 1999;

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

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

         l)       "Shares" means common shares of Bracknell.

2)       Employment and Acceptance

         On and subject to the terms and conditions of this Agreement, Bracknell
         shall employ the Executive on the terms and conditions set forth herein
         and the Executive hereby accepts such employment. The employment of the
         Executive hereunder shall terminate on the Executive's 60th birthdate.

3)       Responsibilities

         a)       Duties. The Executive shall serve as the President and Chief
                  Executive Officer of Bracknell during the term of his
                  employment hereunder, unless the Executive and the Board
                  otherwise mutually agree. The Executive shall perform such
                  duties and exercise such powers at Bracknell as may from time
                  to time be prescribed by the Board.

         b)       Reporting. The Executive shall report directly to the Board.

         c)       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 President and Chief Executive Officer of Bracknell
                  would reasonably be expected to exercise in comparable
                  circumstances, subject always to the instructions, control and
                  direction of the Board. The Executive shall devote the whole
                  of his time, attention and ability during business hours to
                  serving Bracknell on an exclusive and full-time basis as
                  aforesaid, except during holidays, in case of illness or
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                  accident, or as may be otherwise approved from time to time by
                  the Board. The Executive shall be bound by and shall
                  faithfully observe and abide by all of the rules, regulations
                  and corporate policies of Bracknell from time to time in force
                  which are brought to the attention of the Executive or of
                  which he should reasonably be aware.

         d)       Office Location. The Executive shall be provided with an
                  office at the head office of Bracknell in Toronto, Ontario.

4)       Compensation


         a)       Annual Salary. Bracknell shall pay the Executive an annual
                  salary of $450,000 (the "Annual Salary"), payable in
                  accordance with the usual practices of Bracknell, less such
                  deductions as shall be required to be withheld by applicable
                  law and regulation. The Annual Salary payable to the Executive
                  by Bracknell will be reviewed annually by the Board in
                  accordance with the policies and procedures that apply to
                  other senior officers 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 as set forth above.

         b)       Annual Bonuses. The Executive shall be paid, by Bracknell, an
                  annual bonus in such amount as shall be determined by the
                  Board or by a committee of the Board in accordance with the
                  policies and procedures that apply to other senior officers of
                  Bracknell, however, that unless the Board determines otherwise
                  in its sole discretion, such amount shall not exceed 100% of
                  the Executive's Annual Salary.

5)       Stock Options

         a)       Conventional Options. As soon as is reasonably practicable on
                  or after the Effective Date, Bracknell shall grant the
                  Executive an option to purchase 300,000 Shares in accordance
                  with the stock option plan of Bracknell (the "Conventional
                  Options"). The exercise price of the Conventional Options
                  shall be the closing price for the Shares on the trading day
                  immediately preceding the date of grant of those options, as
                  quoted on The Toronto Stock Exchange. Except as provided in
                  Section 9(f) below, on each of the first three anniversary
                  dates of the grant of the Conventional Options, the Executive
                  shall acquire the right to purchase one-third of the Shares
                  subject to the Conventional Options. Except as otherwise set
                  out herein, the Conventional Options shall expire ten years
                  from the date of grant. Except as set forth in Section 9(f)
                  below, all other terms and conditions of the Conventional
                  Options,
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                                      -5-

                  such as events of forfeiture, shall be as set forth in the
                  stock option plan of Bracknell pursuant to which the
                  Conventional Options were granted. The Executive acknowledges
                  having received a copy of such stock option plan, as presently
                  in effect.


         b)       Granting of Performance Options. As soon as is reasonably
                  practicable on or after the Effective Date, Bracknell shall
                  grant the Executive options (the "Performance Options") to
                  purchase an additional 300,000 Shares in accordance with the
                  stock option 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. All of the Performance Options shall vest on the
                  seventh anniversary of the Date of Grant, unless vesting is
                  otherwise accelerated as follows. One-third of the Performance
                  Options will become eligible to vest on each of the first,
                  second and third anniversaries of the Date of Grant
                  (respectively, "Tranche One", "Tranche Two", and "Tranche
                  Three"), as described in more detail below.

         c)       Vesting of Performance Options in Year One. Tranche One of the
                  Performance Options shall vest on the first anniversary date
                  of the Date of Grant, provided that the trading price of the
                  Shares at any time during such first year from the Date of
                  Grant is at least 120% of the Exercise Price. In the event
                  that Tranche One of the Performance Options does not vest as
                  described above, then such tranche remains eligible to vest
                  prior to or upon the third anniversary of the Date of Grant,
                  as described below.

         d)       Vesting of Performance Options in Year Two. Tranche Two and
                  Tranche One (if not already vested) of the Performance Options
                  shall vest on the second anniversary date of the Date of
                  Grant, provided that the trading price of the Shares at any
                  time during such second year from the Date of Grant is at
                  least 144% of the Exercise Price. In the event that Tranche
                  One or Tranche Two of the Performance Options do not vest as
                  described above, then such tranches remain eligible to vest
                  upon the third anniversary of the Date of Grant, as described
                  below.

         e)       Vesting of Performance Options in Year Three. Tranche Three,
                  and any Performance Options not already vested, shall vest on
                  the third anniversary date of the Date of Grant, provided that
                  the trading price of the Shares at any time during such third
                  year from the Date of Grant is at least 173% of the Exercise
                  Price.
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         f)       Calculation of Trading Price for Performance Options. For the
                  purposes of Sections 5(c) to (e) above, the trading price of
                  the Shares on or as at any date shall be determined based on a
                  simple average of the closing price of the Shares on The
                  Toronto Stock Exchange on each trading day during the 20
                  trading day period ending on the business day prior to the
                  applicable date. In the event that the Shares do not trade on
                  any of such trading days, the average of the closing bid and
                  closing ask prices on The Toronto Stock Exchange on such date
                  shall be used as the closing price for that date.

         g)       Expiration of Performance Options. All Performance Options
                  which have not vested by the third anniversary date of the
                  Date of Grant will in any event vest on the seventh
                  anniversary of the Date of Grant. Except as otherwise set out
                  herein, all Performance Options which have vested will expire
                  ten years from the Date of Grant. Except as set forth in
                  Section 9(f) below, all other terms and conditions of the
                  Performance Options, such as events of forfeiture, shall be as
                  set forth in the stock option plan of Bracknell pursuant to
                  which the Performance Options were granted.

6)       Expenses

         Subject to such policies as may from time to time be established by the
         Board or a committee of the Board, Bracknell shall pay or reimburse the
         Executive for all reasonable travelling and other out-of-pocket
         expenses actually incurred or paid by the Executive in the performance
         of the Executive's duties as an officer of Bracknell upon presentation
         of such expense statements or vouchers or such other supporting
         information as Bracknell may require.

7)       Benefits

         a)       Automobile. Bracknell shall provide the Executive with a
                  leased automobile for his use, or an automobile allowance in
                  accordance with Bracknell's policies for its senior executives
                  in place from time to time. Bracknell 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.

         b)       Health Club. Bracknell will pay or reimburse the Executive for
                  all reasonable expenses paid or incurred by the Executive in
                  respect of membership fees at a health club, golf club or
                  similar organization to be used by the Executive for health
                  and dinner purposes.
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                                      -7-

         c)       Benefits. The Executive shall be entitled to fully participate
                  in all other benefit plans available to senior executives of
                  Bracknell from time to time including, without limitation,
                  Bracknell's' medical, dental, insurance and similar programs.

8)       Vacation

         During the term of this Agreement, the Executive will be entitled to 4
         weeks of paid vacation per calendar year.

9)       Termination of Employment

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

         a)       Termination For Cause. Bracknell may at any time terminate the
                  employment of the Executive for cause 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 or 7 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 the Employment
                  Standards Act (Ontario), 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.

         b)       Permanent Incapacity. In the event of the Permanent Incapacity
                  of the Executive, his employment may thereupon be terminated
                  by Bracknell 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, Bracknell 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 Bracknell shall pay or cause to be
                  paid to
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                                      -8-

                  them or it, as the case may be, the amounts specified in the
                  benefit and insurance plans of Bracknell 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 Bracknell upon giving 30 days' written notice
                  or such shorter period of notice as Bracknell 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 or 7 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 the
                  Employment Standards Act (Ontario), 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 Bracknell. Bracknell may terminate the
                  Executive's employment at any time for any reason other than
                  as contemplated above in this Section 9 by providing written
                  notice to the Executive to that effect, in which event the
                  termination shall take effect as at such time as such notice
                  is received by the Executive. In the event that the
                  Executive's employment is so terminated by Bracknell, the
                  Executive shall be entitled to receive an amount by way of
                  lump sum payment equal to the aggregate of (i) 2.5 times the
                  Executive's Annual Salary then in effect, plus (ii) 2.5 times
                  the Executive's Annual Bonus Amount. For these purposes, the
                  term Annual Bonus Amount means, at any time, the average of
                  the annual cash bonuses paid to the Executive by Bracknell 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
                  Annual Bonus Amount. The payment described in this Section
                  9(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 9(e).

         f)       Change of Control. In the event that the Executive's
                  employment with Bracknell is terminated by Bracknell 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 the aggregate of (i) 2.5 times the
                  Executive's Annual Salary then in effect, plus (ii) 2.5 times
                  the Executive's Annual Bonus Amount. For these purposes, the
                  term Annual Bonus Amount means, at any time, the average of
                  the annual cash bonuses paid to the Executive by Bracknell in
                  respect of the two
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                  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 Annual Bonus Amount.
                  The payment described in this Section 9(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 9(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 Bracknell is terminated as contemplated above in this
                  Section 9 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
                           Bracknell is terminated by Bracknell as contemplated
                           above in Section 9(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 9(f) but is terminated as contemplated in
                           Section 9(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
                           all 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.
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         h)       Statutory Deductions. All payments required to be made to the
                  Executive or his estate under this Section 9 shall be made net
                  of all deductions required to be withheld by applicable law
                  and regulation.

         i)       Fair and Reasonable, etc. The parties acknowledge and agree
                  that the payment provisions contained in this Section 9 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 9. The parties further agree
                  that upon any termination of the employment of the Executive
                  as contemplated in this Section 9 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 in
                  Sections 6 or 7 above, the Executive shall have no action,
                  cause of action, claim or demand of any nature or kind
                  whatsoever against Bracknell 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.

         j)       Return of Property. Upon any termination of the employment of
                  the Executive by the Executive or by Bracknell as contemplated
                  above in this Section 9, the Executive or the Executive's
                  estate shall at once deliver or cause to be delivered to
                  Bracknell all books, documents, effects, money, securities,
                  credit cards or other property belonging to Bracknell or for
                  which Bracknell is liable to others which are in the
                  possession, charge, control or custody of the Executive.

10)      Confidentiality

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

         a)       Notices. Any notice required or permitted to be given to
                  Bracknell hereunder shall be sufficiently given if delivered
                  personally or mailed by pre-paid registered mail addressed to
                  the Chairman of the Board c/o Bracknell Corporation, Suite
                  1506, 150 York Street, Toronto, Ontario, M5H 3S5, or to the
                  Executive at the principal office of Bracknell or at his last
                  place of residence contained in the records of Bracknell. 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.

         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
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                                      -12-

                  the benefit of and be binding upon the parties hereto and
                  their respective legal personal representatives, successors
                  and assigns.

         h)       Governing Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the Province of
                  Ontario and the laws of Canada 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              )
                                     )
--------------------------------     )       --------------------------------
                                     )       PAUL MELNUK


                                          BRACKNELL CORPORATION


                                          by _______________________________