Exhibit 10.03


    
      

    


    EXHIBIT
      10.03

    


    EMPLOYMENT
      AGREEMENT

    


    AGREEMENT,
      dated as of
      June 25,
      1999,
      by and
      between UNIVERSAL SUPPLY GROUP, INC.,
      a
      New York corporation with its principal office at 275 Wagaraw Road, Hawthorne,
      New Jersey 07506,
      (the "Company") and WILLIAM SALEK, residing at 58 Burma Road, Wyckoff, New
      Jersey 07481 (the
      "Employee").

    


    ARTICLE
      I

    


    EMPLOYMENT:
      TERM. DUTIES

    


    1.01.       
      Employment.
      Upon the
      terms and conditions hereinafter set forth, the Company
      hereby employs the Employee, and the Employee hereby accepts employment, as
      Vice
      President of the Company.

    


    1.02.       
      Employee
      represents and warrants to the Company that he is free to enter into
      this
      Agreement in accordance with the terms hereof and is under no restriction,
      contractual or otherwise,
      which would interfere with his execution hereof or performance
      hereunder.

    


    1.3.   Term.
      The
      Employee's employment hereunder shall be for a term (the "Term") commencing
      as of this date (the "Commencement Date") and terminating at the close of
      business on December
      31, 2004.

    


    1.4.   Duties.
      During
      the Term, the Employee shall perform such duties, consistent with his
position
      hereunder, as may be assigned to him from time to time by the Board of
      Directors. The Employee shall
      devote his best efforts and his entire time, attention and energies, during
      regular working hours, to the performance of his duties hereunder and to the
      furtherance of the business and interests of the Company, its subsidiaries
      and affiliate companies. Throughout the Term, Employee shall engage in no other
      business activities
      other than the passive supervision of his investments.

     

    ARTICLE
      II

     

    COMPENSATION

    


    2.01   Compensation.
      For all
      services rendered by the Employee hereunder and all covenants and conditions
      undertaken by him pursuant to this Agreement, the Company
      shall pay, and the Employee shall accept a salary at the rate of $85,000 per
      annum. Compensation
      shall be payable not less frequently than in bi-weekly installments. The Board
      of Directors of the Company may (but shall not be obligated to), at any time
      and
      from time to time, grant to the Employee
      an increase or increases in the compensation otherwise payable pursuant to
      this
      Section 2.01, but such increase or increases, if any, shall not be deemed to
      alter, modify, waive or otherwise affect any other term,
      covenant or condition of this Agreement.

    


    2.02   Incentive
      Compensation.
      For the
      balance of the calendar year 1999 and for each of the calendar
      years 2000 through 2004, the Employee shall receive, as Incentive Compensation,
      a percentage of the
      Incentive Compensation Base. Incentive Compensation Base shall mean the
      Company's net earnings (as determined by the Company in accordance with
      generally accepted auditing standards consistent with those used by Company's
      parent company) which are included in the parent company's consolidated audited
      financial statements, plus the amount of any deductions from net earnings which
      are made in such statements for (i) interest paid or accrued in connection
      with
      the acquisition of the Company, (ii) Federal income taxes, (iii) parent company
      management fees or allocation of overhead from the parent company either paid
      or
      accrued and (iv) Incentive Compensation under this Agreement. For 1999 account
      shall be taken only of net earnings during the period from April 1, 1999 through
      December 31, 1999. Earnings of businesses
      acquired by the Company shall be included in determining Incentive Compensation
      base. Incentive Compensation will be paid within 30 days following receipt
      by
      the Company of the Independent Accountants' report for the year involved and
      said report shall be binding and conclusive on the calculation of net earnings
      and Incentive Compensation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Portion
                of Incentive

              Compensation
                Base

            	
            	
              Additional
                Compensation Percentages

            
	 	 	 	 	 	 
	Up
              to 	 	
              $

            	
              250,000

            	 	 	
              .25

            	
              %

            
	
              $

            	
              251,000

            	
              to

            	
              $

            	
              500,000

            	 	 	
              .50

            	
              %

            
	
              $

            	
              501,000

            	
              to

            	
              $

            	
              750,000

            	 	 	
              .75

            	
              %

            
	
              $

            	
              751,000

            	
              to

            	
              $

            	
              1,000,000

            	 	 	
              1.00

            	
              %

            
	
              $

            	
              1,001,000

            	
              to

            	
              $

            	
              1,250,000

            	 	 	
              1.25

            	
              %

            
	
              $

            	
              1,251,000

            	
              to

            	
              $

            	
              1,500,000

            	 	 	
              1.50

            	
              %

            
	
              $

            	
              1,501,000

            	
              to

            	
              $

            	
              1,750,000

            	 	 	
              1.75

            	
              %

            
	
              $

            	
              1,751,000

            	
              to

            	
              $

            	
              2,000,000

            	 	 	
              2.00

            	
              %

            
	
              $

            	
              2,001,000

            	
              and
                over

            	 	 	 	 	
              2.25

            	
              %

            


    

    


    For
      example, if the Incentive Compensation Base is $2,000,000, the additional
      compensation would be computed as
      follows:

    


    
      	
              Incentive
                

              Compensation
                Base

            	 	
              Additional
                

              Compensation
                Percentages

            	 	
               

              Incentive
                Compensation

            	 
	 	 	 	 	 	 
	
              $

            	
                  
                250,000

            	 	 	
              at
                0.25%

            	
               

            	
              $

            	
                   
                 625

            	 
	
              $

            	
                  
                250,000

            	 	 	
              at
                0.50%

            	
               

            	
              $

            	
                 
                1,250

            	 
	
              $

            	
                  
                250,000

            	 	 	
              at
                0.75%

            	
               

            	
              $

            	
                 
                1,875

            	 
	
              $

            	
                  
                250,000

            	 	 	
              at
                1.00%

            	
               

            	
              $

            	
                 
                2,500

            	 
	
              $

            	
                  
                250,000

            	 	 	
              at
                1.25%

            	
               

            	
              $

            	
                 
                3,125

            	 
	
              $

            	
                  
                250,000

            	 	 	
              at
                1.50%

            	
               

            	
              $

            	
                 
                3,750

            	 
	
              $

            	
                  
                250,000

            	 	 	
              at
                1.75%

            	
               

            	
              $

            	
                 
                4,375

            	 
	
              $

            	
                  
                250,000

            	 	 	
              at
                2.00%

            	
               

            	
              $

            	
                 
                5,000

            	 
	
              $

            	
               
                2,000,000

            	 	 	 	 	
              $

            	
               
                22,500

            	 


    

    


    Total
      Incentive Compensation in this example would be $22,500.

    


    2.03.   Deductions.
      The
      Company shall deduct from the compensation described in Section 2.01
and
      Section 2.02 any Federal, state or local withholding taxes, social security
      contributions and any other amounts which may be required to be deducted or
      withheld by the Company pursuant to any Federal, state or city laws, rules
      or
      regulations.

    


    2.04.   Disability
      Adjustments.
      Any
      compensation otherwise payable to the Employee
      pursuant to Section 2.01 during any Disability Period (as that term is
      hereinafter defined) shall be
      reduced by any amounts payable to the Employee for loss of earnings or the
      like
      under any insurance plan
      or
      policy the premiums for which are paid for in their entirety by the
      company.

    


    ARTICLE
      III

    


    BENEFITS:
      EXPENSES

    


    3.01   Fringe
      Benefits.
      During
      the Term, the Employee shall be entitled to participate, in amounts commensurate
      with the Employee's position hereunder, in such group life, health, accident,
      disability or hospitalization
      insurance plans, subject to underwriting requirements as the Company, or its
      parent, may make
      available to its other executive employees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.02.   Expenses.
      Upon
      presentation of an itemized account thereof, with such substantiation as the
      Company shall require, the Company shall pay or reimburse the Employee for
      the
      reasonable and necessary expenses directly and properly incurred by the Employee
      in connection with the performance of his duties hereunder, subject to
      guidelines established by the Board of Directors.

    


    3.03    Vacations.
      During
      the Term, the Employee shall be entitled to paid holidays and paid vacations
      in accordance with the policy of the Company as determined by the Board of
      Directors provided, however,
      that the Employee shall be entitled to not less than four weeks paid vacation
      during each year of the
      Term,
      to be taken at times convenient to the Employee and to the Company.

    


    3.04    Location.
      Notwithstanding anything which may be contained herein to the contrary, the
      Employee's
      office shall be located in northeastern New Jersey area and the performance
      of
      his duties hereunder
      shall not require his continued presence outside of such area if the Employee
      shall object thereto.

    


    ARTICLE
      IV 

    


    TERMINATION

    


    4.01.   Termination.
      The
      employment of the Employee, and the obligations of the Employee and the
      Company hereunder, shall cease and terminate (except as otherwise specifically
      provided in this Agreement)
      upon the first to occur on the following dates (the "Termination
      Date") described in this Section 4.01:

    


    
      	 	
              (a)

            	
              The
                date of expiration by its terms of the
                Term;

            


    

    
      	 	
              (b)

            	
              The
                date of death of the Employee

            


    

    
      	 	
              (c)

            	
              The
                date on which the Company gives to Employee a notice of disability
                (a
                "Disability Notice").
                The Company may give a Disability Notice if the Employee shall become
                unable,
                by reason of illness or incapacity, to perform the duties required
                of him
                pursuant
                to this Agreement, for a period of (i) ninety (90) consecutive days
                or
                (ii) for 180
                (one hundred eighty) days in any 365 day period, (the "Disability
                Period").

            


    

    
      	 	
              (d)

            	
              The
                date on which the Company by notice terminates Employee's employment
                for
                cause
                in accordance with Article VI.

            


    

     

    ARTICLE
      V 

     

    RESTRICTIVE
      COVENANTS

    


    5.01.   Non-Disclosure.
      During
      and after Employee's employment, and whether or not employment
      is terminated for cause, without cause or otherwise, the Employee shall not
      disclose or furnish to any other person, firm or corporation (the "Entity")
      except in the course of the performance of his duties hereunder, the
      following:

    


    (a)
      any
      information relating to any process, technique or procedure used by
      the
      Company, including, without limitation, computer programs and methods
      of evaluation and pricing and marketing techniques; or

    (b)
      any
      information relating to the operations or financial status of the Company,
      including, without limitation, all financial data and sources of
      financing, which is not specifically a matter of public record; or

    (c) any
      information of a confidential nature obtained as a result of his prior,
      present or future relationship with the Company, which is not specifically
      a matter of public record; or

    (d) any
      trade
      secrets of the Company; or

    (e) the
      name,
      address or other information relating to any customer, supplier or debtor of
      the
      Company or other persons who have or had a business relationship with the
      Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.02.   Non-Competition.
      The
      Employee shall not, from the date hereof and until two years following
      the termination of his employment with the Company for whatever reason, whether
      with or without
      cause or otherwise (the "Restriction Period"):

    


    (a) in
      any
      manner, directly or indirectly, be interested in, employed by, make any loan,
      guaranty or
      other
      financial accommodation for, be engaged in or participate in the ownership,
      management, operation
      or control of, or act in any advisory, brokerage, finder or other capacity
      for
      any entity which,
      directly or indirectly, then competes with the Company anywhere within the
      Territory (as that
      term
      is hereinafter defined) provided, however, that the Employee may invest in
      any
      entity which may be deemed to be in competition with the Company hereunder,
      the
      Common Stock of which
      entity is "publicly held", ); provided, however, that the Employee may invest
      in
      any entity which
      is
      "publicly held" and files periodic reports under the Securities Act of 1934
      so
      long as the Employee
      does not own or control securities which constitute more than four percent
      of
      the voting rights
      or
      equity ownership of such entity. Without limiting the generality of the
      foregoing, the Employee
      or any entity shall be deemed to compete with the Company if at any time during
      the Restriction
      Period the Employee or such entity engages in any aspect of the business of
      distributing
      products or services for heating ventilation and air conditioning ("HVAC")
      contractors.
      The term "products" includes without limitation heating and air conditioning
      equipment,
      controls, parts, and accessories. The term "services" includes without
      limitation temperature control system design and panel fabrication, technical
      field support and technical training.

    


    (b) The
      Employee shall not during the Restriction Period:

    


    (i)
      in
      any manner, directly or indirectly, attempt to seek to cause any entity to
      refrain from
      dealing or doing business with the Company or assist any entity in doing so
      or
attempting
      to do so;

    (ii)
      employ or retain any person who was an employee or consultant to the Company
      at
any
      time
      during the preceding two years; or

    (iii)
      solicit the business of any person or entity who at any time was a customer
      or
      active prospect
      of the Company.

    


    5.03   Definitions.
      As used
      in this Article V only: (a) the term "Company" shall include
      any parent, subsidiary or affiliate of, or successor to, the Company and (b)
      the
      term "Territory" shall
      mean any state (including the District of Columbia), territory or possession
      of
      the United States within which
      the
      Company presently or hereafter does business.

    


    5.04   Breach
      of Provisions.
      In the
      event that the Employee shall breach any of the provisions
      of this Article V, or in the event that any such breach is threatened by the
      Employee, in addition to and without limiting or waiving any other remedies
      available to the Company at law or in equity, the Company
      shall be entitled to immediate injunctive relief in any court, domestic or
      foreign, having the capacity to grant such relief, to restrain any such breach
      or threatened breach to enforce the provisions of this
      Article V, without posting bond or security. The Employee agrees and
      acknowledges that there is no adequate
      remedy at law for any such breach or threatened breach and, in the event that
      any action or proceeding
      is brought seeking injunctive relief, the Employee shall not use a defense
      thereto that there is an adequate remedy at law.

    


    5.05.   Reasonable
      Restrictions; Court May Reform.
      The
      parties acknowledge that the foregoing restrictions, the duration and the
      territorial scope thereof as set forth in this Article V, are under all of
      the
circumstances
      reasonable and necessary for the protection of the Company and its business.
      The
      courts enforcing this Agreement shall be entitled to modify the duration and
      scope of any restriction contained herein to the extent such restriction would
      otherwise be unenforceable, and such restriction as modified shall
      be
      enforced.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.06.   Extension
      of
      Restricted Period. All time periods in this Article shall be computed by
      excluding from such computation any time during which Employee is in violation
      of any provision of this Agreement and any time during which there is pending
      in
      any court of competent jurisdiction any action (including any appeal from any
      final judgment) brought by any person, whether or not a party to this
Agreement,
      in which action the Company seeks to enforce the agreements and covenants in
      mis
      Agreement or
      in
      which any person contests the validity of such agreements and covenants or
      their
      enforceability or seeks
      to
      avoid then- performance or enforcement.

     

    ARTICLE
      VI 

     

    TERMINATION
      FOR CAUSE

    


    6.01.   Termination
      by the Company for Cause.
      At any
      time during the term of this Agreement, the Company may discharge the Employee
      for cause and terminate this Agreement without any further liability
hereunder
      to the Employee or his estate, except to pay any accrued, but unpaid, salary
      but
      not Incentive Compensation to him. In the event of such termination, Employee
      agrees he shall also be deemed to have resigned from the Company and its Parent,
      as a President and Employee, effective as of the date of such termination.
      For purposes of this Agreement, a "discharge for cause" shall mean termination
      of the Employee
      upon written notification to the Employee limited, however, to one or more
      of
      the following reasons:

     

    
      	 	
              (i)

            	
              Fraud,
                misappropriate or embezzlement by the Employee in connection with
                the Company;
                or

            


    

    
      	 	
              (ii)
                

            	
              Gross
                neglect of duties which has a detrimental effect on the Company after
                notice
                to the Employee of the particular details thereof and a period of
                thirty
                (30) days to correct such mismanagement or neglect, if any;
                or

            


    

    
      	 	
              (iii)

            	
              Conviction
                or plea of "no contest" by a court of competent jurisdiction in the
                United
                States of a felony or a crime involving moral turpitude, including
                but not
                limited
                to drug abuse, violence and sexual
                harassment, or

            


    

    
      	 	
              (iv)

            	
              Willful
                and unauthorized disclosure of confidential, or proprietary trade
                secret
                information
                of the Company; or

            


    

    
      	 	
              (v)

            	
              The
                Employee's breach of any material term or provision of this agreement,
                after notice to the Employee of the particular details thereof
                and a period of not less than thirty (30) days thereafter within
                which
                to cure such breach, if any.

            


    

    


    ARTICLE
      VII

     

    MISCELLANEOUS

    


    7.01   Assignment.
      This
      Agreement shall not be assigned by either party, except that the Company
      shall have the right to assign its rights hereunder to any parent, subsidiary
      and affiliate of, or successor to, the Company.

    


    7.02   Binding
      Effect.
      This
      Agreement shall extend to and be binding upon the Employee, his legal
      representatives, heirs and distributees, and upon the Company, its successors
      and assigns.

    


    7.03   Notices.
      Any
      notice required or permitted to be given under this Agreement to either party
      shall be sufficient if in writing and if sent by registered or certified mail,
      return receipt requested, to the address of such party hereinabove set forth
      or
      to such other address as such party may hereafter designate by a notice given
      to
      the other party in the manner provided in this Section 7.03.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7.04   Waiver.
      A waiver
      by a party hereto of a breach of any term, covenant or condition of this
Agreement
      by the other party hereto shall not operate or be construed as waiver of any
      other or subsequent breach by such party of the same or any other term, covenant
      or condition hereof.

    


    7.05.   Prior
      Agreements.
      Any and
      all prior agreements between the Company and the Employee, whether
      written or oral, between the parties, relating to any and all matters covered
      by, and contained or otherwise
      dealt within this Agreement are hereby canceled and terminated.

    


    7.06   Entire
      Agreement.
      This
      Agreement sets forth the entire agreement between the parties with respect
      to the subject matter hereof and no waiver, modification, change or amendment
      of
      any of its provisions
      shall be valid unless in writing and signed by the party against whom such
      claimed waiver, modification, change or amendment is sought to be
      enforced.

    


    7.07   Authority.
      The
      parties severally represent and warrant that they have the power, authority
      and
      right to enter into this Agreement and to carry out and perform the terms;
      covenants and conditions hereof.

    


    7.08   Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. The Federal and state courts in Nassau County, New York
      shall
      have exclusive jurisdiction on all matters relating to this Agreement. TRIAL
      BY
      JURY IS WAIVED.

    


    7.09   Severability.
      In the
      event that any of the provisions of this Agreement, or any portion thereof,
      shall be held to be invalid or unenforceable, the validity and enforceability
      of
      the remaining provisions shall not be affected or impaired, but shall remain
      in
      full force and effect.

    


    7.10   Titles.
      The
      titles of the Articles and Sections of this Agreement are inserted merely for
      convenience
      and ease of reference and shall not affect or modify the meaning of any of
      the
      terms, covenant or conditions of this Agreement.

    


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

     

    
      	 	
              UNIVERSAL
                SUPPLY GROUP

            	 
	 	
              By:

            	
              /s/
                James W. Stewart

            	 
	 	 	
              James
                W. Stewart, Secretary

            	 
	 	
              By:

            	
               /s/William
                Salek

            	 
	 	 	
              William
                Salek, Employee