EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (the "Agreement") is made as of the 18th day
of  April,  2002  (the  "Effective  Date")  by and  between  PHILLIP  B.  ROONEY
("Executive")   and  THE   SERVICEMASTER   COMPANY,   a   Delaware   corporation
("ServiceMaster").

         WHEREAS, Executive currently serves as an Executive Vice President of
ServiceMaster;

         WHEREAS,  Executive has successfully assisted  ServiceMaster with the
transfer of ServiceMaster  Management Services,  L.P. to ARAMARK Corporation;

         WHEREAS,  ServiceMaster  desires to  continue  to employ  Executive
and  Executive  desires to  continue  to be  employed  by ServiceMaster; and

         WHEREAS,  ServiceMaster and Executive desire to set forth the terms and
conditions upon which Executive shall retire  ("Retirement")  from ServiceMaster
on February 28, 2003 ("Retirement Date").

         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and
obligations  contained  herein,  and intending to be legally bound, the parties,
subject to the terms and conditions set forth herein, agree as follows:

1.       DEFINED TERMS.  Any capitalized terms which are not defined within this
Agreement are defined in Exhibit A hereto attached.


2. TERM.  ServiceMaster  shall  continue to employ  Executive as Executive  Vice
President, and Executive agrees to continue his employment with ServiceMaster as
Executive  Vice  President for the period  commencing on the Effective  Date and
continuing

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through and including  February 28, 2003 (the "Term").  In the event a Change in
Control  of  ServiceMaster  occurs  on or prior  to the  Retirement  Date,  this
Agreement  shall be  terminated  and will be superseded by the Change in Control
Severance  Agreement  dated  as  of  October  31,  2001  between  Executive  and
ServiceMaster,  as such  agreement may be amended,  modified or superseded  from
time to time (the "Change in Control Agreement").

3.  DUTIES.   During  the  Term,   Executive   shall  perform  such  duties  for
ServiceMaster  and its subsidiaries  consistent with his experience and training
and  position  as  Executive  Vice  President  as  the  Board  of  Directors  of
ServiceMaster  (the "Board") or Chief Executive  Officer of ServiceMaster  shall
determine from time to time, which duties shall be at least  substantially equal
in status,  dignity and  character to the duties of  Executive on the  Effective
Date.

4.       OBLIGATIONS OF SERVICEMASTER DURING THE TERM.  ServiceMaster shall
provide the following to Executive during the Term:


(a)      SALARY.  ServiceMaster shall pay Executive an annual base salary ("Base
         Salary") of $525,000 through and including the Retirement Date, payable
         in accordance with the payroll practices of ServiceMaster.

                  (b) BONUS AND LTPA.  The  Executive  shall not be  eligible to
         participate in ServiceMaster's APC Plan or Long-Term  Performance Award
         Plan for the period beginning January 1, 2002.

                  (c) BENEFITS.  Executive  shall be entitled to those  employee
         benefits  and  perquisites  which   ServiceMaster  from  time  to  time
         generally makes available to its executives ("Benefits") subject to the
         terms and  conditions of such benefit  plans or programs.  The Benefits
         shall include,  without limitation,  dental insurance,  life insurance,
         disability insurance, four-weeks of paid annual vacation and such other
         benefits  as  the  Board,   Compensation  and  Leadership   Development
         Committee of the Board or Chief Executive  Officer of ServiceMaster may
         determine from time to time.  ServiceMaster  shall also allow Executive
         to  make  annual  deferrals  of  salary  either  pursuant  to a plan or
         pursuant to special arrangements between ServiceMaster and Executive.

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                (d)  REIMBURSEMENT  OF  EXPENSES.  Executive shall be reimbursed
          for all reasonable  expenses incurred by him in the performance of his
          duties  carrying out the terms of this Agreement.

5.       TERMINATION.  Executive's  employment  hereunder may be terminated on
or prior to the  Retirement  Date upon the occurrence of any one of the events
described  in Section  5(a),  (b),  (c) or (d).  Upon  termination,  Executive
shall be  entitled  only to such compensation and Benefits as described in this
Section 5.

               (a)  RETIREMENT.   Upon   Retirement  on  the  Retirement   Date,
          ServiceMaster  shall pay to  Executive  or to  Executive's  executors,
          legal  representatives or administrators (if Executive dies during the
          Pay-Out  Period (as  defined  below)),  one  hundred  five (105) equal
          semi-monthly  installments  of $30,000  for the period  commencing  on
          March 1, 2003 and ending on July 15, 2007 (the "Pay-Out Period").

               (b) TERMINATION  WITHOUT CAUSE OR FOR GOOD REASON OR BY REASON OF
          DISABILITY.  In the event of  termination  of  Executive's  employment
          hereunder prior to the Retirement Date by ServiceMaster without Cause,
          by Executive for Good Reason or by reason of Disability, ServiceMaster
          shall  pay  to   Executive   or  to   Executive's   executors,   legal
          representatives  or  administrators  (if  Executive  dies  during  the
          Alternate  Pay-out  Period (as  defined  below)),  an amount  equal to
          $3,150,000.   This  amount   shall  be  paid  in  equal   semi-monthly
          installments  for the period  commencing on the effective date of such
          termination  and  ending  on July 15,  2007  (the  "Alternate  Pay-out
          Period").

               (c)  TERMINATION  FOR CAUSE OR WITHOUT GOOD REASON OR RETIREMENT.
          In the event of termination of Executive's  employment hereunder prior
          to the Retirement Date by ServiceMaster  for Cause or by Executive for
          any reason other than Good Reason,  Disability  or  Retirement  on the
          Retirement  Date,  ServiceMaster  shall pay to  Executive  the amounts
          determined under Section 5(e).

               (d) DEATH. In the event of termination of Executive's  employment
          hereunder  prior  to  the  Retirement  Date  as  a  result  of  death,
          ServiceMaster  shall pay to  Executive  or to  Executive's  executors,
          legal  representatives  or administrators the amounts determined under
          Section 5(e).

               (e) ACCRUED BASE SALARY, REIMBURSEMENT AND DEFERRED COMPENSATION.
          In the event of termination  of Executive's  employment for any reason
          (including  by  ServiceMaster  without  Cause or by Executive for Good
          Reason,   Disability  or  Retirement),   ServiceMaster  shall  pay  to
          Executive  accrued and unpaid Base Salary  through and  including  the
          effective  date  of such  termination,  reimbursement  of  Executive's
          expenses  pursuant  to Section  4(d) and any  compensation  previously


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          deferred  by  Executive  (together  with  any  interest  and  earnings
          thereon)  under  the  ServiceMaster  Deferred  Compensation  Plan,  in
          accordance with Executive's election under such plan.

               (f) EXISTING  BENEFITS.  Any amount paid pursuant to Section 5(a)
          or (b) shall be paid in lieu of any other amount of severance relating
          to salary or bonus  continuation  to be  received  by  Executive  upon
          termination  of  employment  of Executive  under any  severance  plan,
          policy or arrangement of  ServiceMaster  or its affiliated  companies.
          Executive shall also receive the Benefits in accordance with the terms
          and conditions of any then existing plan or program during the Pay-out
          Period or Alternate Pay-Out Period.

               (g) LTPA. In the event of termination  of Executive's  employment
          hereunder  for any reason,  any  amounts  payable to  Executive  under
          ServiceMaster's  Long-Term  Performance  Award  Plan  shall be paid in
          accordance  with the  terms and  conditions  of such  plan;  provided,
          however,  that in the event of termination  of Executive's  employment
          hereunder by ServiceMaster without Cause, by Executive for Good Reason
          or Retirement or as a result of death or Disability of Executive, then
          to the extent  Executive  forfeits the excess,  if any, of Executive's
          bank  balance  on the  effective  date of such  termination  over  any
          administrative  credit in such bank balance on the  effective  date of
          such termination, ServiceMaster shall pay Executive an amount equal to
          such excess.

               (h)  STOCK   OPTIONS.   Each   option  to   purchase   shares  of
          ServiceMaster's  common stock held by Executive on the effective  date
          of Executive's  termination of employment shall continue in accordance
          with its terms;  it being  understood  and agreed by the parties that,
          notwithstanding  the  definitions of Retirement and Retirement Date as
          set forth  above,  Executive's  employment  for  purposes  of any such
          option  (including,  without  limitation,  the  exercise  of any  such
          option), shall be treated as continuing through and including the last
          day of any Pay-out  Period or Alternate  Pay-Out  Period and Executive
          shall be deemed to have retired on the last day of any Pay-out  Period
          or Alternate Pay-Out Period.

               (i)  NO  MITIGATION.   ServiceMaster's  obligation  to  make  any
          payments  provided for in this  Agreement and otherwise to perform its
          obligations   hereunder   shall  not  be  affected  by  any   set-off,
          counterclaim,  recoupment,  defense  or other  claim,  right or action
          which  ServiceMaster may have against Executive or others. In no event
          shall  Executive  be obligated  to seek other  employment  or take any
          other action by way of mitigation of the amounts  payable to Executive
          under any of the  provisions of this  Agreement and such amounts shall
          not be reduced whether or not Executive obtains other employment.

               (j)  DISPUTED  AMOUNTS.  If there  shall be any  dispute  between
          ServiceMaster  and  Executive  in  the  event  of any  termination  of
          Executive's  employment  regarding  whether such  termination  was for
          Cause  or Good  Reason,  then,  unless  and  until  there  is a final,
          nonappealable  judgment by a court of competent jurisdiction declaring
          that  such  termination  was for  Cause,  that  the

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<PAGE>

          determination  by  Executive  of the  existence of Good Reason was not
          made in good faith, or that  ServiceMaster is not otherwise  obligated
          to pay any amount or provide  any Benefit to  Executive  and his legal
          representatives  or other  beneficiaries,  as the  case may be,  under
          Section  5(b),  ServiceMaster  shall pay all amounts,  and provide all
          Benefits,  to Executive and Executive's legal representatives or other
          beneficiaries,  as the  case  may  be,  that  ServiceMaster  would  be
          required  to pay or provide  pursuant  to Section  5(b) as though such
          termination were by  ServiceMaster  without Cause or by Executive with
          Good Reason.


6.       COVENANTS.  Executive  shall not do any of the  following,  directly
or  indirectly,  without  the prior  written  consent of ServiceMaster:

                  (a)  During  the  Term,  and  if  ServiceMaster  shall  become
         obligated to make the payments to Executive as set forth under  Section
         5(a) or (b),  for a period  co-terminous  with the  Pay-out  Period  or
         Alternate Pay-Out Period, as applicable:

                           (1) Own, manage,  operate,  control,  participate in,
                  perform  services  for,  or  otherwise  carry  on, a  business
                  similar  to or  competitive  with the  business  conducted  by
                  ServiceMaster or any subsidiary of  ServiceMaster  (whether as
                  owner,  stockholder,  partner,  director,  officer,  employee,
                  principal,   agent,  consultant,   independent  contractor  or
                  otherwise),  in any geographic area in which  ServiceMaster or
                  any subsidiary of ServiceMaster is then conducting business.

                           (2)  Except  in  his   capacity  as  an  employee  of
                  ServiceMaster, (1) induce or attempt to induce any employee of
                  ServiceMaster  or any subsidiary of ServiceMaster to terminate
                  or abandon his or her employment  for any purpose  whatsoever,
                  or (2) in  connection  with  any  business  to  which  Section
                  6(a)(1)  applies,  call on,  service,  solicit or otherwise do
                  business with any current or prospective  commercial  customer
                  of ServiceMaster or any subsidiary of ServiceMaster.

                           (3)  Nothing  in this  Section  6(a)  shall  prohibit
                  Executive  from being (1) a stockholder  in a mutual fund or a
                  diversified  investment  company or (2) a passive owner of not
                  more than one  percent  (1%) of the  outstanding  stock of any
                  class of a  corporation,  any securities of which are publicly
                  traded,  so long as Executive has no active  participation  in
                  the business of such corporation.

                           (4) If, at any time of  enforcement  of this  Section
                  6(a),  a court or an  arbitrator  holds that the  restrictions
                  stated  herein  are  unreasonable  under   circumstances  then
                  existing,  the parties  hereto agree that the maximum  period,
                  scope or geographical area reasonable under such circumstances
                  shall be substituted for the stated period,  scope or area and
                  that the court or

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<PAGE>

                  arbitrator  shall be  allowed  to revise  the  restrictions
                  contained herein to cover the maximum period, scope and area
                  permitted by law.

                  (b) Make use of or disclose, at any time, any (1) trade secret
         or other  confidential or secret  information of  ServiceMaster  or any
         subsidiary  of  ServiceMaster   or  (2)  other   technical,   business,
         proprietary or financial information of ServiceMaster or any subsidiary
         of  ServiceMaster  not  available  to the  public  generally  or to the
         competitors  of   ServiceMaster  or  any  subsidiary  of  ServiceMaster
         ("Confidential   Information"),   except  to  the   extent   that  such
         Confidential  Information  (x) becomes a matter of public  record or is
         published in a newspaper, magazine or other periodical available to the
         general  public,  other  than as a  result  of any act or  omission  of
         Executive or (y) is required to be disclosed by any law,  regulation or
         order of any court or regulatory commission, department or agency.

                  (c) LITIGATION AND  REGULATORY  COOPERATION.  During and after
         Executive's   employment,   Executive   shall   cooperate   fully  with
         ServiceMaster  in the defense or  prosecution  of any claims or actions
         now in  existence  or which may be brought in the future  against or on
         behalf of  ServiceMaster  that  relate to  events or  occurrences  that
         transpired while Executive was employed by  ServiceMaster.  Executive's
         full  cooperation  in  connection  with such  claims or  actions  shall
         include, but not be limited to, being available to meet with counsel to
         prepare  for  discovery  or trial and to act as a witness  on behalf of
         ServiceMaster   at  mutually   convenient   times.   During  and  after
         Executive's  employment,  Executive  also  shall  cooperate  fully with
         ServiceMaster  in connection  with any  investigation  or review of any
         federal,  state or local regulatory authority as any such investigation
         or review  relates  to  events or  occurrences  that  transpired  while
         Executive was employed by ServiceMaster.  ServiceMaster shall reimburse
         Executive  for  any  reasonable   out-of-pocket  expenses  incurred  in
         connection with Executive's performance of obligations pursuant to this
         Section 6(c).



         8.       COVERED SERVICE.  In accordance with Article Eleven of
ServiceMaster's  Certificate of Incorporation (the "Charter"), the  services
provided and to be provided by  Executive  under this  Agreement  shall be
deemed to be a "Covered  Service"  within the meaning of subsection 11.1.1 of
the Charter.

         9.  SUCCESSORS  AND  ASSIGNS.  (a) This  Agreement  shall  inure to the
benefit of and be  enforceable by  ServiceMaster  and its successors and assigns
and by Executive and Executive's personal or legal  representatives,  executors,
administrators,  successors,  heirs,

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<PAGE>

distributees,  devisees and legatees.  This Agreement shall not be terminated by
any merger or consolidation of ServiceMaster  whereby ServiceMaster is or is not
the surviving or resulting  corporation or as a result of any transfer of all or
substantially  all of the  assets  of  ServiceMaster.  In the  event of any such
merger,  consolidation  or transfer of assets,  the provisions of this Agreement
shall be binding upon the  surviving or resulting  corporation  or the person or
entity to which such assets are transferred.

     (b) ServiceMaster  agrees that concurrently with any merger,  consolidation
or  transfer  of  assets  referred  to in  Section  9(a) that is not a Change in
Control  of   ServiceMaster,   it  shall  cause  any   successor  or  transferee
unconditionally to assume, by written instrument  delivered to Executive (or his
beneficiary  or estate),  all of the  obligations  of  ServiceMaster  hereunder.
Failure of ServiceMaster to obtain such assumption prior to or concurrently with
the effectiveness of any such merger,  consolidation or transfer of assets shall
be  a  breach  of  this  Agreement  and  shall  entitle  the  Executive  to  the
compensation and Benefits from  ServiceMaster in the same amount and on the same
terms as Executive  would be entitled  hereunder if Executive's  employment were
terminated by ServiceMaster without Cause or by Executive for Good Reason.

         10.  NONDISPARAGEMENT.  Except  for  any  disclosures  permitted  under
Section  6(b)  above,   Executive  and  ServiceMaster   agree,  subject  to  any
obligations  Executive and  ServiceMaster  may have under  applicable  law, that
Executive and ServiceMaster shall not make or cause to be made any statements or
representations  that  disparage,  are inimical to, or damage the  reputation of
Executive  or  ServiceMaster  or any of its  affiliates,  subsidiaries,  agents,
officers, directors or employees.


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<PAGE>

         11. NOTICE. All notices and other communications  required or permitted
under this  Agreement  shall be in writing and shall be deemed to have been duly
given when  delivered  or five days after  deposit  in the United  States  mail,
postage prepaid,  addressed (a) if to Executive,  to Phillip B. Rooney, 348 East
Third  Street,  Hinsdale,  Illinois  60521,  and  if to  ServiceMaster,  to  The
ServiceMaster  Company,  2300 Warrenville Road,  Downers Grove,  Illinois 60515,
attention General Counsel, or (b) to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

         12. ENTIRE AGREEMENT; AMENDMENTS. Except as otherwise specified herein,
this Agreement and Exhibit A constitute the entire  agreement and  understanding
between the parties with respect to the subject  matter hereof and supersede and
preempt any prior  understandings,  agreements or  representations by or between
the  parties,  written  or oral,  which may have  related  in any  manner to the
subject  matter  hereof,  including the Agreement  dated as of November 30, 2001
between ServiceMaster and Executive.


         13.  MODIFICATION  OR WAIVER.  No  provision of this  Agreement  may be
modified or waived  unless such  modification  or waiver is agreed to in writing
and signed by Executive and by the Chairman, Chief Executive Officer, President,
any Executive Vice President,  Treasurer or General Counsel of  ServiceMaster or
any successor under this Agreement. No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent  time.  Failure by Executive

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<PAGE>

or  ServiceMaster  to insist upon strict  compliance  with any provision of this
Agreement  or to assert any right  which  Executive  or  ServiceMaster  may have
hereunder  shall not be deemed to be a waiver of such  provision or right or any
other provision or right of this Agreement.


         14.  GOVERNING  LAW;  VALIDITY. The interpretation,   construction  and
performance of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Illinois without regard to the
principle  of  conflicts  of  laws.  The  invalidity  or  enforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any of the other  provisions of this  Agreement,  which other  provisions  shall
remain in full force and effect.

         15. COUNTERPARTS.  This Agreement may be executed in counterparts, each
of which shall be deemed to be an  original and all of which  together  shall be
deemed to be one and the same instrument.


         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed the day and year first written above.

                            THE SERVICEMASTER COMPANY


                           By:      /S/ JONATHAN P. WARD
                              ----------------------------------------
                             Name: Jonathan P. Ward
                             Title:  President and Chief Executive Officer



                                   /S/ PHILLIP B. ROONEY
                              ----------------------------------------
                                      PHILLIP B. ROONEY



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                                                    A-3
                                    EXHIBIT A

                  As used in this Agreement, the following terms shall have the
 respective meanings set forth below:


(a)       "CAUSE" means:


                           (1) a material  breach by Executive of his duties and
         responsibilities  (other than as a result of incapacity due to physical
         or mental  illness)  which is  demonstrably  willful and  deliberate on
         Executive's part, which is committed in bad faith or without reasonable
         belief that such breach is in the best interests of  ServiceMaster  and
         which is not remedied  within 30 days after  receipt of written  notice
         from ServiceMaster specifying such breach; or

                           (2) the  commission  by  Executive on or after May 1,
         1997  of  a  felony  or   misdemeanor   involving  any  act  of  fraud,
         embezzlement  or  dishonesty  or any other  intentional  misconduct  by
         Executive  not known by  ServiceMaster  as of the  Effective  Date that
         materially and adversely  affects the business affairs or reputation of
         ServiceMaster or an affiliated company.

                  (b)  "CHANGE IN  CONTROL"  shall have the meaning set forth in
         the Change in Control Agreement;  provided,  however, that in the event
         such  definition  shall be modified or revised in the Change in Control
         Agreement,  then the  definition  of Change in Control for  purposes of
         this Agreement shall be so modified or revised and; provided,  further,
         that in the event the Change in Control  Agreement shall be terminated,
         then the  definition  of Change in Control  contained  in the Change in
         Control  Agreement on the date of  termination of the Change in Control
         Agreement shall apply for purposes of this Agreement.

                  (c) "DISABILITY"  means  Executive's  absence from Executive's
         duties with  ServiceMaster  or its affiliated  companies on a full-time
         basis for at least  180  consecutive  days as a result  of  Executive's
         incapacity due to physical or mental illness.

                  (d) "GOOD REASON" means,  without  Executive's  express
         written consent,  the occurrence of any of the following events:

                           (1) any of (i) the reduction in any material  respect
         in Executive's  position(s),  authorities,  duties or  responsibilities
         with  ServiceMaster,  (ii) an adverse change in  Executive's  reporting
         responsibilities,  titles or offices with  ServiceMaster,  or (iii) any
         removal or involuntary  termination  of Executive  from  ServiceMaster,
         otherwise than as expressly  permitted by this Agreement or any failure
         to re-elect  Executive to any position with  ServiceMaster  held by the
         Executive;

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<PAGE>


                           (2)      a reduction in Executive's  rate of annual
         base salary as in effect on the Effective Date or as the same may be
         increased from time to time thereafter;

                           (3) any requirement of  ServiceMaster  that Executive
         be based more than 40 miles from 2300 Warrenville Road,  Downers Grove,
         Illinois  or,  if  prior  to a  Change  in  Control  and in  the  event
         ServiceMaster  changes its principal  executive  office during 2002, 40
         miles from the location of such principal executive office;

                           (4) the failure of  ServiceMaster  to (i) continue in
         effect  any  employee  benefit  plan  or  compensation  plan  in  which
         Executive   is   participating,   unless   Executive  is  permitted  to
         participate  in other  plans  providing  Executive  with  substantially
         comparable benefits, or the taking of any action by ServiceMaster which
         would materially and adversely affect  Executive's  participation in or
         materially  reduce  Executive's  benefits  under  any such  plan,  (ii)
         provide   Executive  and  Executive's   dependents   welfare   benefits
         (including,  without  limitation,   prescription,  dental,  disability,
         salary  continuance,  employee life,  group life,  accidental death and
         travel accident insurance plans and programs) substantially  comparable
         to the plans, practices, programs and policies of ServiceMaster and its
         affiliated  companies in effect for Executive on the Effective Date or,
         if more  favorable  to  Executive,  as in effect  generally at any time
         thereafter with respect to other peer executives of  ServiceMaster  and
         its affiliated companies,  (iii) provide fringe benefits  substantially
         comparable   to  the  plans,   practices,   programs  and  policies  of
         ServiceMaster  and its affiliated  companies in effect for Executive on
         the Effective  Date or, if more  favorable to  Executive,  as in effect
         generally at any time  thereafter with respect to other peer executives
         of ServiceMaster and its affiliated companies,  (iv) provide an office,
         together with personal secretarial and other assistance,  substantially
         comparable to the most favorable of the foregoing provided to Executive
         by  ServiceMaster  on the  Effective  Date  or,  if more  favorable  to
         Executive, as provided generally at any time thereafter with respect to
         other peer executives of  ServiceMaster  and its affiliated  companies,
         (v)  provide  Executive  with  four  weeks  paid  vacation  or, if more
         favorable to Executive,  as in effect  generally at any time  hereafter
         with  respect  to  other  peer  executives  of  ServiceMaster  and  its
         affiliated  companies,  or (vi)  reimburse  Executive  promptly for all
         reasonable employment expenses incurred by Executive in accordance with
         the most favorable policies,  practices and procedures of ServiceMaster
         and its  affiliated  companies in effect for Executive on the Effective
         Date or, if more favorable to Executive,  as in effect generally at any
         time thereafter with respect to other peer executives of  ServiceMaster
         and its affiliated companies; or

                           (5)      the failure of ServiceMaster to obtain the
         assumption  agreement from any successor as contemplated in Section 9
         above.

                  For purposes of this Agreement, an isolated, insubstantial and
         inadvertent  action  taken  in good  faith  and  which is  remedied  by
         ServiceMaster  after receipt of notice thereof given by Executive shall
         not constitute Good Reason.


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