EXECUTIVE EMPLOYMENT AGREEMENT


THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT is made effective as of
the 1st day of November,  2000, by and between MODIS PROFESSIONAL SERVICES, INC.
a Florida corporation, and its successors ("Employer"),  and GEORGE A. BAJALIA a
resident of the State of Florida  ("Executive")  and amends and  restates in its
entirety that certain employment  agreement between the parties dated January 1,
1999.

WHEREAS,  the  Employer  and the  Executive  wish to  enter  into an  employment
agreement;

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  agreements  and
covenants,  and subject to the terms and conditions contained in this Agreement,
the  Employer and  Executive,  intending  to be legally  bound,  hereby agree as
follows:

1.  Employment.  Employer  hereby  employs  Executive  as  President  and  Chief
Executive Officer of Employer's  Professional Services Division (aka 'Prolianz')
and,  effective  March 1, 2001,  as Chief  Operating  Officer of  Employer,  and
Executive hereby accepts employment by Employer,  in accordance with and subject
to the terms and conditions of this Agreement.  The Executive will report to the
Chairman and Chief  Executive  Officer of Employer.  The Executive shall also be
proposed  for election to the Board of Directors of the Employer by its Chairman
on or before November 30, 2000.

2. Duties and Authority.  As President and Chief Executive Officer of Employer's
Professional  Services Division,  Executive shall be responsible for management,
fiscal responsibilities, overseeing day to day operations and strategic planning
and  alternatives of the Professional  Services  Division and shall perform such
other  duties  as are  assigned  to the  Executive  by the  Chairman  and  Chief
Executive  Officer of the  Employer.  Executive  agrees to devote his full time,
attention and best efforts to the performance of his duties hereunder, provided,
however,  it shall  not be  considered  a  violation  of the  foregoing  for the
Executive  to serve  on  corporate,  industry,  civic or  charitable  boards  or
committees,  so long as such  activities do not  materially  interfere  with the
performance of the Executive's  responsibility as an employee of the Employer in
accordance with this Agreement.

3. Initial Term;  Employment  Period.  The initial term of  employment  began on
January  1,  1999  and  shall  end on  October  31,  2000  (the  'Term  of  this
Agreement'). The Term of this Agreement shall extend until December 31, 2000 and
be extended  automatically  for one year on December 31,  2000,  and each annual
anniversary  thereof (the 'Extension Date') unless,  and until, at least 90 days
prior to the  applicable  Extension  Date either the  Employer or the  Executive
provides  written  notice to the other  party that this  Agreement  is not to be
extended  (the later of December  31, 2000 or the last date to which the Term is
extended shall be the 'End of Term'). For purposes of this Agreement, the period
beginning  on  January  1,  1999,  and  ending  on the Date of  Termination  (as
hereafter defined) shall be referred to herein as the "Employment Period."

4.  Compensation.  During  the  Employment  Period  which is in the Term of this
Agreement, Executive shall receive the following compensation:

     A. Base Salary.  A base annual  salary of $ 300,000,  payable in accordance
     with the  Employer's  standard  practice for other  comparable  executives.
     Executive's  base salary shall be subject to annual  review by the Board of
     Directors  of  the  Employer  (the  'Board')  for  discretionary   periodic
     increases  in  accordance  with  the  Employer's   compensation   policies.
     References to 'Base Salary' in this  Agreement  shall be to the base salary
     set forth in this Section 4.A. and shall include any increases to such base
     salary made hereby.

     B.  Incentive  Compensation.  The  Executive  shall be entitled to a target
     incentive compensation opportunity expressed as a percentage of Base Salary
     of not less  than 80% under the Modis  Annual  Incentive  Plan  ('Incentive
     Plan').

5. Stock Options.  Employer  shall continue to grant to Executive  stock options
from time to time in a manner  consistent  with that to which it grants to other
senior executive officers of the Employer to purchase shares of the common stock
of the Employer pursuant to the Modis  Professional  Services,  Inc. Amended and
Restated  1995 Stock Option Plan, as amended from time to time, or pursuant to a
newly established or successor plan.

     A.  Exercise.  Any existing stock  option(s) and any stock options  granted
     after the effective date of this Agreement shall provide for:

          (i)  exercisability  of vested options  (including  those vested under
          Paragraph  5.A.(ii)  below)  for at  least  two  years  following  the
          Executive's termination of employment with the Employer (or if sooner,
          10 years from date of grant of the option);

          (ii) full  vesting of options  upon a Change in Control (as  hereafter
          defined)  or  termination  of  the  Executive's  employment  with  the
          Employer  for  reasons  other than (i) by the  Employer  for Cause (as
          hereafter  defined) or (ii) by the  Executive  without Good Reason (as
          hereafter defined); and

          (iii)  exercisability  only to the  extent  vested  on the date of the
          Executive's  termination of employment with the Employer, in the event
          of  termination  (i) by the Employer for Cause,  (ii) by the Executive
          without Good Reason.


     B. For purposes of this Agreement, 'Change in Control' shall mean:

          (i) the  acquisition by any person or persons (as such term is used in
          Section  13(d)  of  the  Securities   Exchange  Act  of  1934)  not  a
          shareholder  of  Employer  on June 1,  1998,  of legal  or  beneficial
          ownership of 35% or more of either (a) the then outstanding  shares of
          common stock of the  Employer or (b) the combined  voting power of the
          then outstanding  voting  securities of the Employer  entitled to vote
          generally in the election of directors;

          (ii)  individuals  who, as of the date  hereof,  constitute  the Board
          cease for any reason to  constitute  at least a majority of the Board;
          provided,  however, that any individual becoming a director subsequent
          to the date hereof whose  election,  or nomination for election by the
          Employer's shareholders, was approved by a vote of at least a majority
          of the  directors  then  comprising  the Board shall be  considered as
          though  such  individual  were a  member  of the  Board as of the date
          hereof;

          (iii)   approval   by  the   shareholders   of  the   Employer   of  a
          reorganization,  merger,  or  consolidation,  in each case  unless the
          shareholders of the Employer  immediately before such  reorganization,
          merger,  or  consolidation  own,  directly or indirectly,  immediately
          following such  reorganization,  merger,  or  consolidation at least a
          majority  of the  combined  voting  power  of the  outstanding  voting
          securities  of the  corporation  resulting  from such  reorganization,
          merger, or consolidation in substantially the same proportion as their
          ownership   of  the  voting   securities   immediately   before   such
          reorganization, merger or consolidation; or

          (iv)  approval by the  shareholders  of the Employer of (a) a complete
          liquidation  or  dissolution  of the Employer or (b) the sale or other
          disposition  of more than 50% of the assets of the  Employer  within a
          twelve month period.

6. Benefits.  To the extent not otherwise  provided  herein (it being the intent
not to duplicate  benefits)  during the term of this  Agreement  Employer  shall
provide the  Executive  with all  retirement,  welfare,  deferred  compensation,
disability and other benefits  generally provided to all of the Employer's other
senior executive officers. Executive shall be entitled to four (4) weeks of paid
vacation per calendar year.  Unused  vacation shall be paid out at calendar year
end. The Employer shall reimburse the Executive for all reasonable and necessary
expenses incurred while conducting  business in accordance with policies adopted
by the Employer from time to time.  The Employer  shall  reimburse the Executive
for  all  reasonable  and  necessary  expenses  incurred  while  conducting  the
Employer's  business in accordance  with  policies  adopted by the Employer from
time to time. The Employer  shall pay the membership  dues for the Executive for
the River Club.  Furthermore,  the Employer shall pay the Executive or a leasing
company, at the Executive's option, $750 per month for an automobile used by the
Executive for business  purposes and reimburse  Executive up to $10,000 per year
in other club dues.  The  Executive  acknowledges  that pursuant to the Internal
Revenue Code, and the regulations  promulgated  thereunder,  the Employer may be
required to report for tax  purposes all or a portion of certain of the benefits
and  reimbursements  provided  in this  Agreement  as income in  respect  of the
Executive.

7. Non-Compete; Confidentiality. In consideration of the employment of Executive
by Employer, Executive agrees as follows:

     A. Non-Compete and Non-Solicitation. During the Employment Period and for a
     period of two  years  after the Date of  Termination,  Executive  will not,
     directly  or  indirectly,  within a fifty  mile  radius  of any  office  of
     Employee's Professional Services Division (or a consolidated subsidiary) in
     existence on the Date of  Termination,  own,  manage,  be employed by, work
     for, consult for, be an officer or director of, advise,  represent,  engage
     in or carry on any business  which competes with the business of Employer's
     Professional  Services  Division.  Nothing  herein  shall be  construed  to
     prohibit Executive from rendering  professional  services subsequent to the
     Date of  Termination  as an independent  certified  public  accountant to a
     business that competes with Employer.  During the Employment Period and for
     a period of two years after the Date of  Termination,  Executive  will not,
     directly or indirectly, solicit or induce, or attempt to solicit or induce,
     any employee of the Employer (or a  consolidated  subsidiary)  to leave the
     Employer  (or a  consolidated  subsidiary)  for any reason  whatsoever,  or
     solicit the services of any  employee of the  Employer  (or a  consolidated
     subsidiary).

     B. Non-Disclosure of Information. Executive will not at any time, during or
     after the term of this  Agreement in any fashion,  form, or manner,  either
     directly or indirectly,  divulge,  disclose,  or communicate to any person,
     firm, or  corporation,  in any manner  whatsoever,  any  information of any
     kind,  nature, or description  concerning any matters affecting or relating
     to the business of the Employer,  including,  but not limited to, the names
     of any of its customers or prospective  customers or any other  information
     concerning  the  business of the  Employer,  its manner of  operation,  its
     plans,  its vendors,  its suppliers,  its advertising,  its marketing,  its
     methods,  its practices,  or any other information of any kind,  nature, or
     description,  without regard to whether any or all of the foregoing matters
     would otherwise be deemed confidential,  material, or important,  provided,
     however that this provision  shall not prevent  disclosures by Executive to
     the extent such  disclosures  are (I)  believed by the  Executive,  in good
     faith and acting  reasonably,  to be in the best  interest of the Employer,
     (ii) of  information  that is public at the time of the  disclosure  (other
     than as a result of the Executive's  violation of this Paragraph  7(b)), or
     (iii) as required by law or legal  process  (and,  if the  Executive  is so
     required to disclose,  Executive  shall provide the Employer notice of such
     to allow the Company the opportunity to contest such disclosure).

8. Termination of Employment.

     A.  Death  or  Disability.   The  Executive's  employment  shall  terminate
     automatically  upon the  Executive's  death during the  Employment  Period.
     Additionally,  if the Employer  determines in good faith that the Executive
     has incurred a Disability,  it may give the Executive written notice of its
     intention to  terminate  the  Executive's  employment.  In such event,  the
     Executive's  employment with the Employer shall terminate  effective on the
     later of (i) the date in the  notice,  (ii) the day after  receipt  of such
     notice  by the  Executive,  or  (iii)  the  date  the  Disability  has been
     considered to occur (the 'Disability Effective Date'), provided that, prior
     to  such  date,  the  Executive   shall  not  have  returned  to  full-time
     performance  of the  Executive's  duties.  For purposes of this  Agreement,
     "Disability"  shall have the meaning set forth in the Employee's  long term
     disability  plan  or  policy  covering  the  Executive  and  shall  not  be
     considered to have occurred  until after the waiting  period as required by
     such plan or policy.

     B. Cause. The Employer may terminate the Executive's  employment during the
     Employment Period for Cause. For purposes of this Agreement,  "Cause" shall
     mean (i) a breach by the  Executive of the  Executive's  obligations  under
     Paragraph 2 above  (other than as a result of temporary  incapacity  due to
     physical or mental illness,  or Disability)  which is demonstrably  willful
     and deliberate on the Executive's  part, which is committed in bad faith or
     without  reasonable belief that such breach is in the best interests of the
     Employer and which is not  remedied in a  reasonable  period of time (to be
     not less than 15 days) after  receipt of written  notice from the  Employer
     specifying such breach or (ii) the conviction of the Executive of a felony;
     or (iii) a breach of the  Executive's  fiduciary duty. No act or failure to
     act on the  Executive's  part shall be  considered  willful  unless done or
     omitted  in bad faith and  without  reasonable  belief  that the  action or
     omission was in the best interest of the Employer.

     C.  Good  Reason.  The  Executive's  employment  may be  terminated  by the
     Executive  at any time for Good  Reason.  For  purposes of this  Agreement,
     "Good Reason" shall mean:

          (i) the assignment of the Executive of any duties  inconsistent in any
          respect with the  Executive's  position  (including  status,  offices,
          titles   and   reporting    requirement),    authority,    duties   or
          responsibilities as contemplated by Paragraph 2 or any other action by
          the  Employer   which  results  in  a  diminution  in  such  position,
          authority, duties or responsibilities;

          (ii) a  reduction  in the  Executive's  Base  Salary or maximum  bonus
          opportunity which is more than de minimis (except if such reduction is
          a part of a reduction for all executive officers of the Employer);

          (iii) a  reduction  which  is more  than de  minimis  (except  if such
          reduction is a part of a reduction for all  executive  officers of the
          Employer)  in the level of  incentive  compensation  (including  stock
          options,   restricted  stock  awards,   stock   appreciation   rights,
          retirement  plan accruals  and/or  welfare plan  benefits  (within the
          meaning  of  Section  3(1)  of  ERISA)  accruing  or  provided  to the
          Executive;

          (iv) any failure by the Employer to comply with any of the  provisions
          of this Agreement,

          (v)  Employer's  requiring  the Executive to be based at any office or
          location other than Jacksonville, Florida;

          (vi) the  Employer's  providing  notice to the  Executive  pursuant to
          Paragraph  3 that the  Agreement  will  not be  extended,  unless  the
          purpose of such notice is to  negotiate  the terms of a new  agreement
          between the Employer and the  Executive  and the notice  provides that
          the Agreement  continues in effect until such new agreement is entered
          into; or

          (vii) The current  Chairman  and Chief  Executive  Officer  leaves the
          Employer,  that is, he no longer  serves  as  either  Chief  Executive
          Officer or a Board member of Employer.

     For purposes of this subparagraph C, any good faith  determination of "Good
     Reason" made by the Executive shall be conclusive.  However,  no such event
     described  hereunder shall  constitute Good Reason unless the Executive has
     given written  notice to the Employer  specifying the event relied upon for
     such termination within one year after the occurrence of such event and the
     Employer  has not  remedied  such within 60 days of receipt of such notice,
     except for subparagraph  (vii) which must be remedied within 7 days of such
     notice. The Employer and the Executive,  upon mutual written agreement, may
     waive any of the foregoing provisions which would otherwise constitute Good
     Reason.

     D Notice of  Termination.  Any termination by the Employer for Cause, or by
     the Executive for Good Reason,  shall be communicated to the other party by
     Notice of  Termination.  For  purposes  of this  Agreement,  a  "Notice  of
     Termination"  means a written  notice  which  (i)  indicates  the  specific
     termination  provision in this  Agreement  relied upon;  (ii) to the extent
     applicable,  sets forth in  reasonable  detail the facts and  circumstances
     claimed to provide a basis for termination of the  Executive's  employment;
     and (iii) specifies the Date of Termination  (as defined below).  Notice of
     intent to terminate employment for Good Reason must be provided pursuant to
     Section  8.C.  of this  Agreement.  The  failure  by the  Executive  or the
     Employer to set forth in the Notice of Termination any fact or circumstance
     which  contributes to a showing of Good Reason or Cause shall not waive any
     right of the Executive or the Employer  hereunder or preclude the Executive
     or the Employer from asserting such fact or  circumstance  in enforcing the
     Executive's or the Employer's rights hereunder.

     E. Date of Termination.  "Date of Termination" means (i) if the Executive's
     employment is terminated by the Employer for Cause, or by the Executive for
     Good Reason, the date specified in the Notice of Termination as the Date of
     Termination;  (ii) if the Executive's employment is terminated by reason of
     death or Disability,  the Date of Termination shall be the date of death of
     the  Executive or the  Disability  Effective  Date, as the case may be; and
     (iii) if  Executive's  employment  is terminated by either party other than
     for  death,  Disability,  Cause or Good  Reason,  the date set forth in the
     notice  required under  subparagraph D. above as the Date of Termination is
     to be effective.

9.  Obligations  of the  Employer  upon  Termination.  Upon  termination  of the
Executive's  employment  for any  reason  during  the  Term  of this  Agreement,
Executive shall be entitled to Base Salary and all benefits  through the Date of
Termination,  and to  exercise  then vested  stock  options in  accordance  with
Paragraph  5.A.(i) above.  Upon the  termination of the  Executive's  employment
during the Term of this  Agreement by the Executive  for Good Reason,  or by the
Employer  for any reason  other  than  Cause,  Executive  shall in  addition  be
entitled  to  exercise  the  option(s)  with  accelerated  vesting  pursuant  to
Paragraph  5.A.(ii) above. In addition,  upon the termination of the Executive's
employment  during the Term of this  Agreement by the Executive for Good Reason,
or by the  Employer  for any reason other the Cause,  Disability  or death,  the
Executive shall be entitled to receive a lump sum payment equal to two (2) times
the sum of (i)  Executive's  Base Salary as of the Date of Termination  and (ii)
the Executive's  threshold bonus  opportunity  under the Incentive Plan based on
the threshold  bonus  opportunity  for the year of  termination  and (iii) other
benefits afforded to similarly  situated  executive officers or Board members of
Employer. The lump sum payment shall be paid no later than thirty days after the
Date  of   Termination   in   immediately   available   United   States   funds.
Notwithstanding the preceding provisions, at the Employer's sole discretion, the
Employer may pay the amount  determined as a lump sum in this  Paragraph 9 or in
24 equal monthly payments.

10.  Mitigation of Damages.  Executive shall not be required to mitigate damages
or the amount of any payment  provided for under this Agreement by seeking other
employment or otherwise. The amounts provided for under this Agreement shall not
be reduced by any compensation  earned or benefits  received by the Executive as
the result of self-employment or employment by another employer or otherwise.

11. Tax Effect.  If Independent  Tax Counsel shall  determine that the aggregate
payments  made,  and  benefits  provided,  to the  Executive  pursuant  to  this
Agreement and any other payments,  and benefits provided,  to the Executive from
the Employer, its affiliates and plans, which constitute "parachute payments" as
defined  in  Section  280G of the  Code  (or any  successor  provision  thereto)
("Parachute  Payments")  would be subject  to the excise tax  imposed by Section
4999 of the Code (the "Excise  Tax"),  then the  Executive  shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount (determined by
Independent  Tax Counsel)  such that after payment by the Executive of all taxes
(including any Excise Tax) imposed upon the Gross-Up Payment and any interest or
penalties  imposed with respect to such taxes,  the  Executive  retains from the
Gross-Up  Payment an amount equal to the Excise Tax imposed  upon the  payments.
For purposes of this Paragraph, "Independent Tax Counsel" shall mean a lawyer, a
certified public accountant with a nationally  recognized  accounting firm, or a
compensation  consultant  with a nationally  recognized  actuarial  and benefits
consulting  firm with expertise in the area of executive  compensation  tax law,
who shall be selected by the Employer and shall be reasonably  acceptable to the
Executive, and whose fees and disbursements shall be paid by the Employer.

     A. If Independent Tax Counsel shall determine that no Excise Tax is payable
     by the  Executive,  it shall furnish the Executive  with a written  opinion
     that the Executive has  substantial  authority not to report any Excise Tax
     on  the  Executive's  Federal  income  tax  return.  If  the  Executive  is
     subsequently  required  to make a  payment  of any  Excise  Tax,  then  the
     Independent  Tax  Counsel  shall  determine  the amount of such  additional
     payment ('Gross-Up Underpayment'), and any such Gross-Up Underpayment shall
     be promptly  paid by the  Employer to or for the benefit of the  Executive.
     The fees and  disbursements of the Independent Tax Counsel shall be paid by
     the Employer.

     B. The Executive shall notify the Employer in writing within 15 days of any
     claim by the Internal  Revenue  Service that, if successful,  would require
     the payment by the Employer of a Gross-Up Payment. If the Employer notifies
     the  Executive in writing that it desires to contest such claim and that it
     will bear the costs and  provide  the  indemnification  as required by this
     sentence, the Executive shall:

          (i) give the  Employer  any  information  reasonably  requested by the
          Employer relating to such claim;

          (ii) take such action in connection  with contesting such claim as the
          Employer  shall  reasonably  request  in  writing  from  time to time,
          including,  without  limitation,  accepting legal  representation with
          respect  to such  claim  by an  attorney  reasonably  selected  by the
          Employer;

          (iii)   cooperate  with  the  Employer  in  good  faith  in  order  to
          effectively contest such claim; and permit the Employer to participate
          in any proceedings relating to such claim; provided, however, that the
          Employer shall bear and pay directly all costs and expenses (including
          additional  interest and penalties)  incurred in connection  with such
          contest and shall  indemnify  and hold the Executive  harmless,  on an
          after-tax basis, for any Excise Tax or income tax,  including interest
          and  penalties  with  respect  thereto,  imposed  as a result  of such
          representation  and payment of costs and expenses.  The Employer shall
          control  all  proceedings  taken  in  connection  with  such  contest;
          provided,  however,  that if the Employer directs the Executive to pay
          such claim and sue for a refund, the Employer shall advance the amount
          of such payment to the Executive, on an interest-free basis, and shall
          indemnify and hold the Executive harmless, on an after-tax basis, from
          any Excise Tax or income tax,  including  interest or  penalties  with
          respect thereto,  imposed with respect to such advance or with respect
          to any imputed income with respect to such advance.


     C. If,  after the  receipt by the  Executive  of an amount  advanced by the
     Employer  pursuant to this Paragraph 11, the Executive  becomes entitled to
     receive any refund with respect to such claim, the Executive shall,  within
     10 days,  pay to the Employer the amount of such refund,  together with any
     interest paid or credited thereon after taxes applicable thereto.

12.  Mandatory  Deductions.  Any  amounts  to which  Executive  is  entitled  as
compensation,  bonus, merit bonus, or any other form of compensation  subject to
withholding, shall be subject to usual deduction for appropriate federal, state,
and local income and employment tax obligations of Executive.

13.  Notices.  Any  notice  provided  for in this  Agreement  shall  be given in
writing.  Notices  shall be  effective  from the date of receipt,  if  delivered
personally  to the party to whom  notice is to be given,  or on the  second  day
after mailing, if mailed by first class mail, postage prepaid.  Notices shall be
properly addressed to the parties at their respective  addresses set forth below
or to such  other  address  as either  party may later  specify by notice to the
other:

         If to Employer:

         Modis Professional Services, Inc.
         Attn: Chairman and Chief Executive Officer
         1 Independent Drive
         Jacksonville, Florida 32202 ,

         with a copy to its General Counsel

         If to Executive:

         George Bajalia
         at the then current address of the Executive
         appearing in the corporate records of Employer

14.  Entire  Agreement.   This  Agreement  contains  the  entire  agreement  and
supersedes  all prior  agreements  and  understandings,  oral or  written,  with
respect to the subject matter hereof, including, but not limited to, any and all
prior  employment  agreements  and related  amendments  entered into between the
Employer and the  Executive.  This Agreement may be changed only by an agreement
in writing  signed by the party  against whom any waiver,  change,  amendment or
modification is sought.

15. Waiver. The waiver by one party of a breach of any of the provisions of this
Agreement  by the other  shall not be  construed  as a waiver of any  subsequent
breach.

16.  Attorney's  Fees. In the event of  litigation  or other dispute  resolution
proceeding  involving the  interpretation or enforcement of this Agreement,  the
prevailing party shall be entitled to recover from the other all fees, costs and
expenses  incurred in connection  therewith,  including  attorney's fees through
appeal.

17.  Tax  Withholding.  The  Employer  shall  have the right to deduct  from all
benefits  and/or  payments  under the Agreement any taxes  required by law to be
paid or withheld with respect to such benefits or payments.

18.  Governing  Law;  Venue.  The  Agreement  shall be construed and enforced in
accordance with the laws of the State of Florida.  Duval County,  Florida, shall
be proper venue for any litigation arising out of this Agreement.

19. Paragraph Headings.  Paragraph headings are for convenience only and are not
intended to expand or restrict the scope or substance of the  provisions of this
Agreement.

20.  Assignability.  The  rights  and  obligations  of the  Employer  under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Employer.  This Agreement is a personal employment  agreement
and the rights,  obligations and interests of the Executive hereunder may not be
sold, assigned, transferred, pledged or hypothecated.

21.  Severability.  If any  provision  of this  Agreement  is held by a court of
competent  jurisdiction  to be invalid or  unenforceable,  the  remainder of the
Agreement shall remain in full force and shall in no way be impaired.

22.  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shall be deemed an  original,  and it shall not be  necessary  in
making proof of this Agreement to account for more than one such counterpart.




IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the 1st day
of November, 2000.

                                               EXECUTIVE


  /s/  Tyra H. Tutor                           /s/  George A. Bajalia
                                                    George A. Bajalia

  /s/  Marc m. Mayo
Witnesses
                                               EMPLOYER


  /s/  Tyra H. Tutor                           By:  /s/  Derek E. Dewan
                                               Its Chairman and Chief Executive
                                                  Officer

  /s/  Marc M. Mayo
Witnesses