**EXHIBIT
      10.9**




**EXECUTIVE
      EMPLOYMENT AGREEMENT**




THIS
      AGREEMENT is made as of the 2nd day of January, 1996, between M & M
      SERVICES, INC. (the "Employer"), a Wisconsin corporation, its successors and
      assigns, and JAMES F. BOMBERG (the "Executive").




**RECITALS**




**WHEREAS,**
      Executive is a valued, long-term employee, whose experience in the industry
      and
      continued employment in the position of President and Chief Executive Officer
      will benefit the Employer in the future; and




**WHEREAS,**
      Employer desires to provide for management continuity and stability and for
      the
      continued services of Executive.




**AGREEMENT**




**NOW,
      THEREFORE**, in consideration of the mutual covenants and agreements set
      forth below:




1.           **Employment**.  Employer
      shall continue to employ Executive, and Executive shall continue to serve,
      on
      the terms and conditions set forth herein for the period provided in
      Section 2.




2.           **Term
      of Employment**.  The period of Executive's employment under
      this Agreement shall be deemed to have commenced as of the date first above
      written and shall continue for a period of thirty-six (36) calendar months
      thereafter.  Commencing on the first anniversary date of this
      Agreement, and continuing at each anniversary date thereafter, the Agreement
      shall renew for an additional 12 months such that the remaining term shall
      be thirty-six (36) months unless written notice is provided by either party
      at least sixty (60) days prior to any such anniversary date, that the
      Agreement shall terminate at the end of twenty-four (24) months following
      such anniversary date.  Prior to the renewal or non-renewal of the
      Agreement, the Board of Directors or the Executive Personnel/Compensation
      Committee will conduct a performance evaluation of the Executive for the purpose
      of determining whether to extend the Agreement, and the results thereof shall
      be
      included in the minutes of the Board or Executive Personnel/Compensation
      Committee meeting.  The term of employment under this Agreement, as in
      effect from time to time, shall be referred to as the "Employment
      Term."




3.           **Position
      and Duties**.  Subject to Section 5(iv)(b), Executive
      shall serve Employer or any of Employer's affiliates as an Executive
      Officer.  As such, he is presently serving in the capacity of
      President and Chief Executive Officer of Employer ("Corporate
      Position").  Executive shall provide such management services as are
      customarily performed by persons serving in similar capacities at other bank
      holding companies or their affiliates, and perform such other duties as may
      be
      appropriate to his position and as may be from time to time determined by
      Employer's Board of Directors to be necessary to its operations and in
      accordance with its bylaws.  During the Employment Term the Board of
      Directors may modify Executive's duties and responsibilities
      consistent with continued executive status; provided, however, there shall
      be no
      material change in Executive's status nor any material increase or decrease
      in
      duties and responsibilities except as agreed to in writing by
      Executive.  It is agreed that Employer shall have the right to
      transfer Executive to any home office or branch office of Employer or any of
      Employer's affiliates, provided that such home office or branch office is or
      was
      operated by Employer or any of Employer's affiliates prior to a change in
      control as defined herein.  During the Employment Term, Executive
      shall devote substantially all his working time and efforts to the business
      and
      affairs of the Employer and shall not engage in any activity which is
      competitive with or adverse to the business of the Employer or any of its
      affiliates whether done as a partner, director, officer, employee, shareholder
      of or consultant or advisor to any other business.











4.           **Compensation**.  As
      compensation for services provided pursuant to this Agreement, Executive shall
      receive the compensation and other benefits set forth below:




(i)           **Base
      Salary**.  During the Employment Term, Executive shall receive
      an annual base salary ("Base Salary") in such amount as may from time to time
      be
      approved by the Board or the Executive Personnel/Compensation
      Committee.  The Base Salary in effect as of the Commencement Date
      shall be $88,900.00.  Such amount shall be subject to review and to
      annual adjustment by the Board or the Executive Personnel/Compensation Committee
      in accordance with Employer's normal personnel practices and, once established
      at a specified annual rate (including the initial rate), Executive's Base Salary
      shall not thereafter be reduced without his consent except pursuant to
      subsection 5(v)(c) of this Agreement.  No increase in Base Salary
      or other compensation shall limit or reduce any other obligation of
      Employer.  Executive's Base Salary and other compensation shall be
      paid in accordance with Employer's regular payroll practices.  Review
      and adjustment of Executive's Base Salary shall be done on a basis comparable
      to, and applied uniformly with, that utilized for other executives of Employer
      and/or its affiliates.




(ii)           **Bonus
      Payments**.  In addition to Base Salary, Executive shall be
      entitled, during the Employment Term, to participate in and receive payments
      from all bonus and other incentive compensation plans as in effect from time
      to
      time on the same basis as other executive officers of Employer.




(iii)           **Other
      Benefits**.  During the Employment Term, Employer shall provide
      to Executive, in addition to Base Salary, such other benefits of employment
      (or,
      with Executive's consent, equivalent benefits) as are made generally available
      to executive officers serving in comparable positions at Employer or its
      affiliates.  Such benefits shall include participation in any group
      health, life, disability, or similar insurance program and in any pension,
      profit-sharing, deferred compensation, 401(k) or other similar retirement
      program provided.  Executive shall also have the right to participate,
      on the same basis as other executives of Employer, in any stock purchase, stock
      option or stock appreciation rights plans, or other stock-based program made
      available to such executive officers.




Executive
      shall be entitled to vacation, sick time, personal days and other perquisites
      in
      the same manner and to the same extent as provided other executives of
      Employer.




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Nothing
      contained herein shall be construed as granting Executive the right to continue
      in any benefit plan or program, or to receive any other perquisite of
      employment, provided under this section 4(iii) (except to the extent
      Executive had previously earned or otherwise accumulated vested rights therein)
      following a valid and lawful termination or discontinuance of such plan, program
      or perquisite.




5.           **Termination**.  This
      Agreement may be terminated, subject to payment of the compensation and other
      benefits described below, upon occurrence of any of the events described
      herein.  The date on which Executive ceases to be employed under this
      Agreement, after giving effect to the period of time specified in any notice
      requirement, is referred to as the "Termination Date."




(i)           **Death;
      Disability; Retirement**.  This Agreement shall terminate upon
      the death, disability or retirement of Executive.  As used in this
      Agreement, "disability" means Executive's inability, as the result of physical
      or mental incapacity, to substantially perform his duties for a period of
      180 consecutive days.  If the Executive and Employer cannot agree
      as to the existence of a disability, the determination shall be made by a
      qualified independent physician acceptable to both parties or, alternatively,
      by
      a physician designated by the president of the medical society for the county
      in
      which Executive resides.  The costs of any such medical examination
      shall be borne by Employer.  If Executive is terminated due to
      disability, he shall be paid 100% of his Base Salary at the rate in effect
      at
      the time notice of termination is given for one year, and thereafter an annual
      amount equal to 75% of such Base Salary for the remaining portion of the
      Employment Term, such amounts to be paid in substantially equal monthly
      installments and offset by any monthly payments actually received by Executive
      from:  (a) any disability plans or disability insurance programs
      provided by Employer, and (b) any governmental social security or workers
      compensation program.




As
      used
      in this Agreement, the term "retirement" shall mean Executive's retirement
      in
      accordance with and pursuant to any generally applicable retirement plan of
      Employer or in accordance with any retirement arrangement established for
      Executive with his consent.




If
      termination occurs as a result of death, disability or retirement, no additional
      compensation shall be payable to Executive under this Agreement except as
      specifically provided herein.  Notwithstanding anything to the
      contrary contained herein, Executive shall receive all compensation and other
      benefits to which he was entitled under Section 4 and the plans and
      programs provided therein, through the Termination Date and, in addition, shall
      receive or continue to receive for the remaining portion of the Employment
      Term
      all other benefits available to him under any applicable group health, life,
      disability or similar insurance program as in effect on the date of death,
      disability or retirement.




If,
      following termination by reason of disability and prior to the expiration of
      the
      then remaining balance of the Employment Term, Executive becomes able to resume
      his duties, he shall be reinstated to his Corporate Position or, if such
      position has been filled, to a position as nearly comparable as possible From
      the date of reinstatement and for the balance of the Employment Term, Executive
      shall be obligated to perform all duties and responsibilities,
      and entitled to receive all compensation and other benefits, as provided in
      this
      Agreement.






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(ii)           **Cause**.  Employer
      may terminate Executive's employment under this Agreement for cause at any
      time,
      and thereafter Employer shall have no further obligation under this
      Agreement.  Notwithstanding anything to the contrary contained herein,
      Executive shall receive all compensation and other benefits in which he was
      vested or to which he was otherwise entitled under Section 4 and the plans
      and programs provided therein, by reason of employment through the Termination
      Date.




For
      purposes of this Agreement, "Cause" shall mean:




(a)           A
      failure by Executive to substantially perform his duties (other than failure
      resulting from incapacity) after a written demand by the Board, which demand
      identifies, with reasonable specificity, the manner in which the Board believes
      Executive has not substantially performed, and Executive's failure to cure
      within a reasonable period of time after his receipt of the notice;




(b)           A
      criminal conviction of or plea of *nolo**contendere* by Executive
      for any act involving dishonesty, breach of trust or a violation of the banking
      or savings and loan laws of the State of Wisconsin or the United
      States;




(c)           A
      criminal conviction of or plea of *nolo**contendere* by Executive
      for the commission of any felony;




(d)           A
      breach of fiduciary duty by Executive involving personal profit;




(e)           A
      willful violation of any law, rule or order by Executive (other than traffic
      violations or similar offenses); or




(f)           Incompetence,
      personal dishonesty or material breach of any provision of this Agreement or
      any
      willful misconduct by Executive.




For
      purposes of this subsection 5(ii), no act, or failure to act, on
      Executive's part shall be deemed "willful" unless done, or omitted to be done,
      by Executive not in good faith and without reasonable belief that the action
      or
      omission was in the best interest of Employer.




(iii)           **Voluntary
      Termination by Executive**.  Executive may voluntarily
      terminate employment at any time by giving at least ninety (90) days' prior
      written notice to Employer.  In such event, Employer shall have no
      further obligation hereunder, except that Executive shall receive all
      compensation and other benefits in which he was vested or to which he was
      otherwise entitled under Section 4 and the plans and programs provided
      therein, by reason of his employment through the Termination Date.




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(iv)           **Termination
      by Executive After Change in Control**.




(a)           For
      purposes of this Agreement, a "change in control" shall be deemed to have
      occurred if any "individual, entity or group" (as such term is used in Sections
      13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
      deemed in Rule 13d-3 under the Exchange Act), directly or indirectly, of
      securities representing 25% or more of the voting power of the securities of
      Employer or any of Employer's affiliates or becomes the owner of all or
      substantially all of the assets of Employer or any of Employer's affiliates
      or
      if the shareholders of Employer or any affiliate of Employer approve a
      reorganization, merger or consolidation of Employer or any affiliates of
      Employer.  "Change in control" shall not refer to or include any
      transaction involving only entities affiliated directly or indirectly with
      Employer.




(b)           Executive
      may, at any time within twelve (12) months following a "change in control,"
      terminate his employment under this Agreement by giving at least ninety
      (90) days' prior written notice to Employer.




(v)           **Termination
      by Executive "For Cause."**  Executive may terminate his
      employment under this Agreement by giving at least ninety (90) days' prior
      written notice to Employer at any time after the occurrence of any of the
      following without Executive's express written consent:




(a)           Executive
      is assigned to positions, duties or responsibilities that are substantially
      less
      significant than the positions, duties and responsibilities provided
      herein;




(b)           Executive
      is removed from or Employer fails to reelect Executive to his Corporate
      Position, except in connection with termination of Executive's employment for
      cause, disability or retirement, or in connection with suspension or termination
      by or pursuant to regulatory action;




(c)           Executive's
      Base Salary is reduced other than as the result of a program applied on a
      proportionately equivalent basis to all executives of Employer and its
      affiliates; or any other failure by Employer to comply with
      Section 4(i);




(d)           Executive
      is transferred without his consent to a location other than a home office or
      branch office of Employer or any of Employer's affiliates which office is or
      was
      operated by Employer or any of Employer's affiliates prior to a change in
      control as defined herein.




(vi)           **Suspension
      or Termination Required by the FDIC**.




(a)           If
      Executive is suspended and/or temporarily prohibited from participating in
      the
      conduct of Employer's or any of Employer's affiliates' affairs by a notice
      served under Section 8(e)(3), or Section 8(g)(1) of the Federal
      Deposit Insurance Act (12 U.S.C.  S1818(e)(3) and (g)(1) ),
      respectively), Employer's obligations
      under the Agreement shall be suspended as of the date of service of the notice
      unless stayed by appropriate proceedings.  If the charges in the
      notice are dismissed, the Employer shall:  (1) pay Executive all of
      the compensation withheld while its obligations under this Agreement were
      suspended; and (2) reinstate any of its obligations which were
      suspended.






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(b)           If
      Executive is removed and/or permanently prohibited from participating in the
      conduct of Employer's or any of Employer's affiliates' affairs by an order
      issued under Section 8(e)(4) or Section 8(g)(1) of the Federal Deposit
      Insurance Act (12 U.S.C.  S1818(e)(4) and (g)(1) ), respectively, the
      obligations of Employer under the Agreement shall terminate as of the effective
      date of the order, but earned or otherwise vested rights of Executive to
      compensation and to any benefits under Section 4 shall not be
      affected.




(c)           If
      Employer or any of Employer's affiliates is in default (as defined in
      Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations
      under the Agreement shall terminate as of the date of default, but this
      Subsection 5(vi)(c) shall not affect any vested rights of Executive,
      including the right to receive the compensation and benefits set forth in
      Section 5(vii) or 5(viii) of this Agreement.




(d)           All
      obligations under the Agreement may be terminated except to the extent
      determined that continuation of the contract is necessary to operation of
      Employer or any of its affiliates at the time the Federal Deposit Insurance
      Corporation ("FDIC") enters into an agreement to provide assistance to or on
      behalf of Employer or any of Employer's affiliates under the authority contained
      in Section 13(c) of the Federal Deposit Insurance Act; or when Employer or
      any of its affiliates is determined by any appropriate bank regulatory agency
      to
      be in an unsafe or unsound condition.  Any rights of the parties that
      have been already earned or otherwise vested, however, shall not be affected
      by
      such action, including the right of the Executive to receive the compensation
      and benefits set forth in Section 5(vii) or 5(viii) of this
      Agreement.




(vii)           **Benefits
      Upon Other Termination by Employer or Upon Termination by Executive Following
      a
      "Change in Control**."  If this Agreement is terminated by
      Employer other than for death, disability or retirement under Section 5(i)
      and other than for "cause" under Section 5(ii) or other than by regulatory
      action under Section 5(vi), or if Executive terminates this Agreement
      following a "change in control" pursuant to Section 5(iv)(b), then
      following the Termination Date Executive shall be entitled to the benefits
      described in Section 5(viii).




(viii)         **Benefits
      Upon Termination by Executive "For Cause**."  If this Agreement
      is terminated by Executive pursuant to Section 5(v), then, following the
      Termination Date:




(a)           In
      lieu of any further salary payments, Executive shall receive severance payments
      equal to the sum of the Base Salary in effect on the Termination Date plus
      cash
      bonus for the year prior to termination times the number
      of
      years of the remaining Employment Term, payable in the amount and at the times
      provided in Sections 4(i) and (ii).  If termination follows a
      "change in control" under Section 5(iv)(b), Executive may elect to receive
      the payments specified in the immediately preceding sentence in a lump sum
      without any discount, provided that the amount of such severance payments may
      not exceed the limitations established in Section 6.






6


(b)           In
      addition to the retirement benefits to which Executive is entitled under tax
      qualified retirement plans maintained by Employer (hereinafter collectively
      referred to as "Plan"), Executive shall receive as additional severance benefits
      a retirement benefit under this Agreement, which (except as provided below)
      shall be determined in accordance with, and paid under this Agreement in the
      form and at the times provided in, the Plan.  Such benefits shall be
      determined as though Executive were fully vested under the Plan and had
      accumulated (after termination of this Agreement) the additional years of
      service and benefit credits under the Plan that he would have received had
      he
      continued employment with Employer for the balance of the Employment Term at
      the
      highest annual rate of Base Salary in effect during the twelve (12) months
      immediately preceding the Termination Date.  Such Base Salary, plus
      the average of Executive's cash bonuses, if any, for the past four years, shall
      be deemed to represent the compensation received by Executive during each such
      additional year for purposes of determining additional retirement benefits
      under
      this Subsection 5(viii).




(c)           In
      addition to other amounts payable to Executive under this Section 5(viii),
      Executive shall be entitled to receive all other benefits in which he was vested
      or to which he was otherwise entitled under Section 4 and the plans and
      programs provided therein by reason of employment through the Termination Date,
      together with the continuation, without cost to Executive, of other benefits
      under Section 4(iii) for the remaining unexpired Employment Term, all
      subject to the limitations set forth in Section 6 below.




(ix)           **Suspension
      by Employer**.  Employer in its sole discretion shall have the
      right to temporarily suspend Executive from participating in the conduct of
      the
      Employer's or Employer's affiliates' affairs.  If Executive is
      suspended or temporarily prohibited from participating in the conduct of
      Employer's or Employer's affiliates' business, Employer shall pay Executive
      all
      compensation and provide all benefits pursuant to Section 4 of this
      Agreement during the period of such suspension.




6.           **Limitations
      on Change in Control Compensation.**  In the event severance
      benefits under Subsection 5(vii) or 5(viii), or any other payments or
      benefits received or to be received by Executive from Employer (whether payable
      pursuant to the terms of this Agreement, any other plan, agreement or
      arrangement with Employer or any corporation ("Affiliate") affiliated with
      Employer within the meaning of Section 1504 of the Internal Revenue Code of
      1986.  As amended (the "Code") ), constitute, in the opinion of tax
      counsel selected by Employer's independent auditors and acceptable to Executive,
      "parachute payments" within the meaning of Section 28OG(b)(2) of the Code,
      and the present value of such "parachute payments" equals or exceeds three
      times
      the average of the annual compensation payable to Executive by Employer
      (or an Affiliate) and includible in Executive's gross income for federal income
      tax purposes for the five (5) calendar years preceding the year in which a
      change in ownership occurred ("Base Amount"), such Severance Benefits shall
      be
      reduced to an amount the present value of which (when combined with the present
      value of any other payments otherwise received or to be received by Executive
      from Employer (or an Affiliate) that are deemed "parachute payments") is equal
      to 2.99 times the Base.  Amount, notwithstanding any other provision
      to the contrary in this Agreement.  The Severance Benefits shall not
      be reduced if (i) Executive shall have effectively waived his receipt or
      enjoyment of any such payment or benefit which triggered the applicability
      of
      this Section 6, or (ii) in the opinion of tax counsel, the Severance
      Benefits (in their full amount or as partially reduced, as the case may be)
      plus
      all other payments or benefits which constitute " parachute payments" within
      the
      meaning of Section 28OG(b)(2) of the Code are reasonable compensation for
      services actually rendered, within the meaning of Section 280G(b)(4) of the
      Code, and such payments are deductible by Employer.  The Base Amount
      shall include every type and form of compensation includible in Executive's
      gross income in respect of his employment by Employer (or an Affiliate), except
      to the extent otherwise provided in temporary or final regulations promulgated
      under Section 28OG(b) of the Code.  For purposes of this
      Section 6, a "change in ownership or control" shall have the meaning set
      forth in Section 28OG(b) of the Code and any temporary or final regulations
      promulgated thereunder.  The present value of any non-cash benefit or
      any deferred cash payment shall be determined by Employer's independent auditors
      in accordance with the principles of Section 280G of the Code.






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Executive
      shall have the right to request that Employer obtain a ruling from the Internal
      Revenue Service ("Service") as to whether any or all payments or benefits
      determined by such tax counsel are, in the view of the Service, "parachute
      payments" under Section 280G.  If a ruling is sought pursuant to
      Executive's request, no Severance Benefits payable under this Agreement in
      excess of the Section 280G limitation shall be made to Executive until
      after fifteen (15) days from the date of such ruling; however, Severance
      Benefits shall continue to be paid during this time up to the amount of that
      limitation.  For purposes of this Section 6, Executive and
      Employer agree to be bound by the Service's ruling as to whether payments
      constitute "parachute payments" under Section 280G.  If the
      Service declines, for any reason, to provide the ruling requested, the tax
      counsel's opinion provided with respect to what payments or benefits constitute
      "parachute payments" shall control, and the period during which the Severance
      Benefits may be deferred shall be extended to a date fifteen (15) days from
      the
      date of the Service's notice indicating that no ruling will be
      forthcoming.




In
      the
      event that Section 280G, or any successor statute, is repealed, this
      Section 6 shall cease to be effective on the effective date of such
      repeal.  The parties to this Agreement recognize that final
      regulations under Section 280G of the Code may affect the amounts that may
      be paid under this Agreement and agree that, upon issuance of such final
      regulations, this Agreement may be modified as in good faith deemed necessary
      in
      light of the provisions of such regulations to achieve the purposes of this
      Agreement, and that consent to such modifications shall not be unreasonably
      withheld.




7.           **General-Provisions**.




(i)           **Successors;
      Binding Agreement**.




(a)           Employer
      will require any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to substantially all of the business and/or assets
      of Employer ("Successor Organization") to expressly assume and agree to perform
      this Agreement in the same manner and to the same extent that Employer would
      have been required to perform if no such succession had taken
      place.  If such succession is the result of a "change in control" as
      defined herein, such assumption shall specifically preserve to Executive, for
      the then remaining term of this Agreement, the same rights and remedies
      (recognizing them as being available and applicable as the result of the "change
      in control" effectuating said succession) provided under this Agreement upon
      a
      "change in control".




As
      used
      in this Agreement, Employer shall mean M & M Services, Inc.  and
      any successor to its business and/or assets which becomes bound by the terms
      and
      provisions of this Agreement by operation of this Agreement or by
      law.  Failure of Employer to obtain such agreement prior to the
      effectiveness of any such succession shall be a breach of this Agreement and
      shall entitle Executive to compensation from Employer in the same amount and
      on
      the same terms as he would be entitled to under this Agreement if he terminated
      his employment under Section 5(v).  For purposes of implementing
      the foregoing, the date on which any such succession becomes effective shall
      be
      deemed the Termination Date.






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(b)           No
      right or interest to or in any payments or benefits under this Agreement shall
      be assignable or transferable in any respect by the Executive, nor shall any
      such payment, right or interest be subject to seizure, attachment or creditor's
      process for payment of any debts, judgments, or obligations of
      Executive.




(c)           Any
      rights and obligations of Employer under this Agreement may be assigned or
      transferred by Employer to any of its affiliates prior to a change in control
      as
      defined in this Agreement.




(d)           This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by Executive and his heirs, beneficiaries and personal representatives and
      Employer and any successor organization or assignee of Employer.




(ii)           **Non-competition/Confidentiality
      Provisions**.  Executive acknowledges that the development of
      personal contacts and relationships is an essential element of Employer's and
      Employer's affiliates' business, that Employer has invested considerable time
      and money in his development of such contacts and relationships, that Employer
      and its affiliates could suffer irreparable harm if he were to leave Employer's
      employment and solicit the business of customers of Employer or Employer's
      affiliates and that it is reasonable to protect Employer against competitive
      activities by Executive.  Executive covenants
      and agrees, in recognition of the foregoing and in consideration of the mutual
      promises contained herein, that in the event of a voluntary termination of
      employment by Executive pursuant to Section 5(iii), Executive shall not
      accept employment with any Significant Competitor of Employer or of any of
      Employer's affiliates for a period of twelve (12) months following such
      termination.  In the event Executive is terminated by Employer, under
      Section 5(vii) other than following a change in control, Executive shall
      not accept employment with any Significant Competitor of Employer or of any
      of
      Employer's affiliates for the lesser of (a) the remaining term of the agreement,
      or (b) a period of twelve (12) months following such
      termination.  For purposes of this Agreement, the term "Significant
      Competitor" means any financial institution including, not limited to, any
      commercial bank, savings bank, savings and loan association, credit union,
      or
      mortgage banking corporation which, at the time of termination of Executive's
      employment with or during the period of this covenant not to compete, has a
      home, branch or other office within a three (3) mile radius of any office
      operated or maintained by Employer or any of Employer's affiliates prior to
      a
      change in control as defined in this Agreement.




Executive
      agrees that the non-competition provisions set forth herein are necessary for
      the protection of Employer and its affiliates and are reasonably limited as
      to
      (a) the scope of activities affected, (b) their duration and geographic scope,
      and (c) their effect on Executive and the public.  In the event
      Executive violates the non-competition provisions set forth herein, Employer
      shall be entitled, in addition to its other legal remedies, to enjoin the
      employment of Executive with any Significant Competitor for the period set
      forth
      herein.  If Executive violates this covenant and Employer brings legal
      action for injunctive or other relief, Employer shall not, as a result of the
      time involved in obtaining such relief, be deprived of the benefit of the full
      period of the restrictive covenant.  Accordingly, the covenant shall
      be deemed to have the duration specified herein, computed from the date relief
      is granted, but reduced by any period between commencement of the period and
      the
      date of the first violation.




Executive
      acknowledges that as a result of his employment with Employer or its affiliates
      Executive has access to confidential information concerning Employer's business,
      customers and services.  Executive agrees that during the Employment
      Term and for a period of one(1) year following termination of employment, he
      will not, directly or indirectly, use, disclose or divulge to any person,
      agency, firm, corporation or other entity any confidential or proprietary
      information, including, without limitation, customer lists, reports, files,
      records or information of any kind pertaining to the business of Employer or
      any
      of its affiliates which Executive acquires or has access to during the
      Employment Term.  Executive agrees that if he violates the covenants
      under this section, Employer shall be entitled to an accounting and repayments
      of all profits, compensation, commissions and other remuneration or benefits
      which the Executive has realized or may realize as the result of or in
      connection with any such violation.  Executive further agrees that
      money damages may be difficult to ascertain in case of a breach of this
      covenant, and Executive therefore agrees that Employer or its affiliates shall
      be entitled to injunctive relief in addition to any other remedy to which
      Employer or its affiliates may be entitled.




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(iii)           **Notice**.  All
      notices and other communications provided for in this Agreement shall be in
      writing and shall be deemed duly given when delivered or mailed by United States
      registered mail, return receipt requested, postage prepaid, addressed as
      follows:




If
      to the
      Employer:




M
&
M
      Services, Inc.


6170
      Industrial Court


Greendale,
      WI 53129





Attention:  Board
      of Directors




If
      to the
      Executive:




James
      F.
      Bomberg


5350
      Robinwood Avenue


Hales
      Corners, WI 53130





or
      to
      such other address as either party may have furnished to the other in writing
      in
      accordance herewith.




(iv)           **Expenses**.  If
      legal proceedings are necessary to enforce or interpret this Agreement, or
      to
      recover damages for breach, the prevailing party shall be entitled to recover
      reasonable attorneys' fees, costs and disbursements of such proceedings, in
      addition to any other relief to which such prevailing party may be
      entitled.  Notwithstanding the foregoing, in the event of legal
      proceedings to enforce or interpret this Agreement following a change in
      control, Executive shall be entitled to recover from Employer:  (a)
      reasonable attorneys, fees, costs and disbursements if Executive is the
      prevailing party; or (b) reasonable attorneys' fees, costs and disbursements
      of
      up to $7,500 incurred in such proceedings regardless of whether Executive is
      the
      prevailing party.  Recovery of attorneys' fees and costs following a
      "change in control" shall be in addition to any other relief to which Executive
      is entitled.




(v)           **Withholding**.  Employer
      shall be entitled to withhold from amounts to be paid to Executive under this
      Agreement any federal, state, or local withholding or other taxes or charges
      which it is from time to time required to withhold.  Employer shall be
      entitled to rely on an opinion of counsel as to the amount or requirement of
      any
      such withholding.




(vi)           **Miscellaneous**.  No
      provision of this Agreement may be amended, waived or discharged unless such
      Amendment, waiver or discharge is agreed to in writing and duly executed by
      Executive and Employer or its successor in interest.  This Agreement
      constitutes the entire agreement between the parties with respect to the subject
      matter hereof and supersedes all prior agreements and undertakings, whether
      written or oral, between the parties with respect thereto; no agreements or
      representations, oral or otherwise, express or implied, have been made by either
      party with respect to the subject matter
      hereof.  The validity, interpretation, construction and performance of
      this Agreement shall be governed by the laws of the State of
      Wisconsin.






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(vii)         **Validity**.  The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.




(viii)        **Counterparts**.  This
      Agreement may be executed in several counterparts, all of which together will
      constitute one and the same instrument.




(ix)           **Headings**.  Headings
      contained in this Agreement are for reference only and shall not affect the
      meaning or interpretation of any provision of this Agreement.




(x)            **Effective
      Date**.  The effective date of this Agreement shall be the date
      indicated in the first paragraph of this Agreement, notwithstanding the actual
      date of execution by any party.




IN
      WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
      date first above written.




EXECUTIVE




/s/
      James F.
      Bomberg(SEAL)


James
      F. Bomberg




M &
      M SERVICES, INC.




By:
      /s/ Michael J.
      Murry


Title:
      Chairman/CEO




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