EXHIBIT 10.40

                          EXECUTIVE EMPLOYMENT AGREEMENT


         THIS AGREEMENT  ("Agreement")  is entered into and made effective as of
this  ___  day  of  ____________,   1997,  by  and  between  Robert  B.  Fooshee
("Executive")  and  Law  Companies  Group,  Inc.,  a  Georgia  corporation  (the
"Company").

         WHEREAS, the Company desires to employ the Executive upon certain terms
and  conditions,  and the Executive  desires to accept such employment upon such
certain terms and conditions; and

         WHEREAS, the Company and the Executive desire to set forth in a written
agreement  the terms and  conditions  pursuant to which the  Executive  shall be
employed by the Company;

         NOW,  THEREFORE,  in  consideration of the premises and mutual promises
and covenants set forth herein,  and for other good and valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged,  the parties hereto
agree as follows:


                                    ARTICLE I
                     EMPLOYMENT; DUTIES AND AUTHORITY; TERM

         65535.1  Employment.  Subject  to the  terms  and  conditions  of  this
Agreement,  the Company hereby employs the Executive,  and the Executive  hereby
agrees  to be  employed  by the  Company,  to render  services  on behalf of the
Company pursuant to the terms and provisions of this Agreement.

         1.2 Duties  and  Authority.  The  Executive  is  engaged  and agrees to
perform  services  for and on  behalf  of the  Company  as the  Chief  Financial
Officer,  Executive Vice  President and Treasurer of the Company.  The Executive
shall report  directly to the Chairman of the Company and shall have such duties
and  authority  as may be  assigned  to him by the  Chairman,  the Bylaws of the
Company or by the Board of Directors of the Company (the "Board"). The Executive
agrees to perform such duties  diligently and efficiently and in accordance with
the  reasonable  directions of the Chairman and the Board.  The  Executive  also
agrees to serve,  at the request of the Chairman or the Board,  and, if elected,
as an officer or director of any affiliate,  direct or indirect,  of the Company
("Company Affiliate"). Any change in Executive's title and/or position shall not
serve to vitiate, amend or otherwise modify this agreement.


         1.3      Performance.

                  (a) The  Executive  shall  conduct  himself  at all times in a
business-like  and  professional  manner  as  appropriate  for a  person  in his
position  and shall  represent  the Company and the  Company  Affiliates  in all
respects as complies with good business and ethical practices all subject to the
Companies' Code(s) of Ethics and/or Conduct. In addition, the Executive shall be
subject to and abide by the policies and  procedures  applicable to personnel of
the Company, as adopted from time to time.

                  (b) During the term of this  Agreement,  the  Executive  shall
devote his full time, attention,  energies and efforts to performing services on
behalf of the  Company  and  Company  Affiliates,  and  shall not  engage in any
outside employment without the express written consent of the Board.

         1.4 Term. For purposes of this Agreement, the Term will commence on the
date hereof and shall continue until termination as provided in this Agreement.


                                   ARTICLE II
                            COMPENSATION OF EXECUTIVE

         2.1 Base Salary. The Company shall pay to the Executive as compensation
for his  services  provided  hereunder  an annual base salary  ("Base  Salary"),
payable in accordance with the Company's standard payroll practices.

         The Base Salary paid to the  Executive  under this  Agreement  shall be
reviewed by the Chairman and the  Compensation  Committee of the Board annually,
and in the sole discretion of the Chairman and  Compensation  Committee,  may be
increased (but not decreased).

         2.2   Incentive.   The  Executive   shall  be  eligible  for  Incentive
Compensation, as approved by the Compensation Committee from time to time.

         2.3      Long-term incentive program.

         The Executive shall be eligible for  participation  at Board's approval
in any approved Stock Option Plan or Senior Executive Retirement Plan.

         2.4 The  Executive  shall  be  entitled  to  participate  in all of the
employee  benefit plans  sponsored,  maintained or contributed to by the Company
and which are generally  available to salaried employees of the Company, in each
case in accordance with the terms and provisions of such plans.  Such plans will
include any ESOP and any group health insurance plan,  disability insurance plan
and dental  insurance  plan which may be provided to  employees  of the Company.
Contributions  by the  Executive  to such plans  shall be  required  only to the
extent required of similarly situated employees.

         2.5 Vacation.  Executive  shall be entitled to four weeks paid vacation
time. All vacations  shall be taken by Executive at such time or times as may be
approved by the  Chairman of the  Company.  There will be no carryover of unused
vacation  time or sick leave  from one year to  another,  and there  shall be no
additional  compensation  paid to  Executive  by the  Company  for  such  unused
vacation time.]

         2.6  Miscellaneous  Benefits.  The  Executive  shall be entitled to any
"fringe  benefit"  which is  generally  provided  to  employees  of the  Company
generally  applicable to similarly  situated  employees and participation in any
company automobile program.

         2.7 Expense Reimbursement. Upon proper documentation, the Company shall
reimburse the Executive for reasonable  and necessary  travel and other business
related expenses,  including reasonable entertainment expenses,  incurred by him
in performance of the business of the Company.

         2.8  Withholding,  FICA,  FUTA,  Etc.  Any  amount  to be  paid  to the
Executive  under the  provisions  of this  Agreement  shall be  subject  to, and
reduced by, any applicable federal, state or local taxes imposed by law.


                                   ARTICLE III
             COVENANT NOT TO SOLICIT OR COMPETE AND CONFIDENTIALITY

         3.1 Survival.  The Executive's  obligations  under this Article 3 shall
survive termination of this Agreement.

         3.2 Covenant Not to Compete.  Executive  acknowledges  and agrees that,
because of his  employment  under this  Agreement,  he does and will continue to
have  access to  "Proprietary  Information."  For  purposes  of this  Agreement,
"Proprietary  Information" shall mean (a) information relating to Company or any
Company  Affiliate or their  respective  business  that meets the  definition of
"trade  secret"  under  the  laws  of  the  State  of  Georgia  (i.e.,  O.C.G.A.
ss.10-1-760,  et seq.), (b) any technical  information,  financial  information,
business  plans,  design,  process,  procedure,  formula or improvement  that is
secret and of value to any Company  Affiliate,  (c) information  that Company or
any Company  Affiliate takes  reasonable  efforts to protect from disclosure and
that is not  generally  known by others  and from which  Company or any  Company
Affiliate  derives actual or potential  economic  value due to its  confidential
nature,  including, but not limited to, technical or nontechnical data, formula,
patterns, programs, devices, methods, techniques, drawings, processes, financial
data, lists of actual or potential customers, customer account records, training
and  operations  materials and memoranda,  personnel  records,  business  plans,
financial information, accounts, employees and affairs of Company or any Company
Affiliate,  and any information marked  "confidential" by Company or any Company
Affiliate.  Executive  agrees  that  during  Executive's  employment  and  for a
one-year period thereafter,  Executive shall not, directly or indirectly, either
individually or in conjunction with any other "Person" (as defined herein) as an
officer,  director,  greater  than 5%  stockholder,  manager or  executive  in a
business that competes with Company or any Company  Affiliate in the business of
the engineering  consulting within the "Restricted  Territory,  which shall mean
the State of Georgia." "Person" shall mean any individual,  entity, corporation,
partnership,  limited liability company,  joint venture or other incorporated or
unincorporated association or organization.

         3.3 Covenant Not to Solicit.  Executive  acknowledges  and agrees that,
because of his  employment  under this  Agreement,  he does and will continue to
have  access to  Proprietary  Information,  including  information  about  other
employees of the Company or Company Affiliates. Executive agrees that during the
Term and for a  one-year  period  thereafter,  Executive  shall not  solicit  or
contact,  for the  purpose of  providing  services  or  products  the same as or
substantially similar to those provided by Company or any Company Affiliate, any
Person that during the Term was a customer of Company or any Company  Affiliate,
and  Executive  shall not  persuade  or attempt to  persuade  any person who was
employed  by Company  or any  Company  Affiliate  as of the  Severance  Date (as
defined herein), to terminate or modify his employment relationship with Company
or any Company Affiliate.

         3.4 Confidentiality.  (a) The Executive acknowledges that, prior to and
during  the Term of this  Agreement,  the  Company or  Company  Affiliates  have
furnished and shall furnish to the Executive Proprietary Information which could
be used by the  Executive  on behalf of a  competitor  of the Company or Company
Affiliates  to  the  Company  or  Company  Affiliates'   substantial  detriment.
Moreover,  the parties  recognize  that the  Executive  during the course of his
employment  with the  Company  and/or any other  Company  Affiliate  may develop
important  relationships  with  customers  and others having  valuable  business
relationships with the Company or Company Affiliates.  In view of the foregoing,
the Executive  acknowledges and agrees that the restrictive  covenants contained
in this  Article 3 are  reasonably  necessary to protect the Company and Company
Affiliates' legitimate business interest and good will.


                  (b) The Executive agrees that he shall protect the Proprietary
Information  and shall not disclose to any Person,  or otherwise use,  except in
connection  with his duties  performed in accordance  with this  Agreement,  any
Confidential  Information;  provided,  however,  that  the  Executive  may  make
disclosures  required  by a  valid  order  or  subpoena  issued  by a  court  or
administrative  agency of competent  jurisdiction,  in which event the Executive
shall  promptly  notify the  Company of such order or  subpoena  to provide  the
Company an opportunity to protect its interest.

                  (c) Upon the termination of Executive's  employment under this
Agreement,  the Executive  agrees to deliver  promptly to the Company all files,
customer lists, management reports,  memoranda,  research, forms, financial data
and reports,  business plans, and other documents  supplied to or created by him
or any other employee of Company or any Company Affiliate in connection with his
employment  with  Company  (including  all  copies  of  the  foregoing)  in  his
possession  or control and all of the  Company's  and each  Company  Affiliates'
equipment and other materials in his possession or control.

         3.5 Reasonableness.  Executive has carefully  considered the nature and
extent of the restrictions upon him and the rights and remedies conferred on the
Company under this Article 3, and Executive hereby acknowledges and agrees that:

                  (a) the restrictions and covenants  contained herein,  and the
         rights and  remedies  conferred  upon the  Company,  are  necessary  to
         protect the goodwill and other value of the business of the Company and
         Company Affiliates;

                  (b) the  restrictions  placed  upon  Executive  hereunder  are
         narrowly drawn, are fair and reasonable in time and territory, will not
         prevent him from earning a livelihood,  and place no greater  restraint
         upon the Executive than is reasonably  necessary to secure the business
         and goodwill of the Company and Company Affiliates;

                  (c) the Company is relying upon the restrictions and covenants
         contained   herein  in  continuing  to  make   available  to  Executive
         information   concerning  the  business  of  the  Company  and  Company
         Affiliates; and

                  (d) Executive's  employment hereunder places him in a position
         of  confidence  and trust with the Company and Company  Affiliates  and
         their respective employees, merchants, customers and suppliers.

         3.6 Remedy  for  Breach.  Executive  acknowledges  and agrees  that his
breach  of any  of  the  covenants  contained  in  this  Article  3  will  cause
irreparable  injury to the Company and the Company  Affiliates and that remedies
at law  available  to the Company and the Company  Affiliates  for any actual or
threatened breach by the Executive of such covenants will be inadequate and that
the Company shall be entitled to specific  performance  of the covenants in this
Article or injunctive relief against  activities in violation of this Article by
temporary or permanent  injunction or other appropriate judicial remedy, writ or
order,  without the necessity or proving  actual  damages.  This  provision with
respect to  injunctive  relief  shall not  diminish  the right of the Company or
Company  Affiliates to claim and recover  monetary damages against the Executive
for any  breach  of this  Agreement,  in  addition  to  injunctive  relief.  The
Executive  acknowledges and agrees that the covenants  contained in this Article
shall be construed as agreements  independent of any other  provision of this or
any other  contract  between the parties  hereto,  and that the existence of any
claim or cause of  action  by the  Executive  against  the  Company  or  Company
Affiliates,  whether  predicated  upon  this or any  other  contract,  shall not
constitute a defense to the enforcement by the Company or the Company Affiliates
of said covenants.


                                   ARTICLE IV
                                   TERMINATION

         4.1  Termination  by the  Company.  (a) (i) The Company  shall have the
right to terminate the Executive's  employment  under this Agreement at any time
(the "Severance  Date"),  for "Cause." For purposes of this  Agreement,  "Cause"
shall mean: an act or acts by the Executive involving the use, or the disclosure
to unauthorized  Persons,  of any Proprietary  Information or other confidential
information  or trade secrets of the Company or any Company  Affiliate  (ii) the
breach by the  Executive  of this  Agreement  with the  Company  or any  Company
Affiliate  (iii)  the  Executive's   willful  misconduct,   dishonesty,   theft,
embezzlement,  fraud,  deceit,  or other unlawful acts (iv) the violation by the
Executive of any fiduciary  obligation to the Company or any Company  Affiliate;
or (v) the  conviction  of a felony.  In the event the  Company  terminates  the
Executive's employment under this Agreement for Cause, the Company's obligations
under this  Agreement  shall  terminate on the Severance  Date provided that the
Company  shall pay to the  Executive any earned but unpaid Base Salary up to and
including the Severance Date. In the event the Company  terminates the Executive
without Cause, Executive shall be entitled to severance payments pursuant to (b)
below.  For purposes of this Agreement,  "without cause" shall include,  without
limitation, any material diminution in Executive's reporting level, duties, pay,
benefits and/or other status within the Corporation.


                  (b)  Notwithstanding  the foregoing,  in the event the Company
terminates the Executive's  employment under this Agreement without cause within
two  years of  closing  of the  transaction  set  forth in  Exhibit  "A"  hereto
(referred  to  hereafter  as "Williams  transaction"),  the  Executive  shall be
entitled to severance payments of two years at Executive's compensation level on
the  Termination  Date  and  severance  payments  of  one  year  at  Executive's
compensation  level on the  Termination  Date, in the event  Company  terminates
Executive's  employment under this Agreement  without cause after two years from
closing "Williams transaction".  In any event, and notwithstanding the above, in
the event Company  terminates  Executive's  employment  under this  agreement in
connection with a "change of control" of Company to an entity not a party to the
Williams transaction,  then Executive shall be entitled to severance payments of
two years at  Executive's  compensation  on the  Termination  Date.  "Change  of
Control" shall mean the occurrence of any entity or individual or related groups
of entities or individuals who shall obtain (i) the beneficial ownership, or the
power to vote more than fifty percent (50%) of the  outstanding  securities  (or
any class or type) of the Company;  or (ii) the right to elect a majority of the
Board of Directors of the Company;  or (iii) sale of or substantially all of the
assets of the Company.

                  (c) The benefit coverages defined in paragraph 2.4 provided to
the  Executive  by the  Company  as of the  Severance  Date  shall be  continued
throughout the severance payment period following the Severance Date at the same
level and in the same manner as if his employment had not terminated (subject to
the customary changes in such coverages if the Executive retires, reaches age 65
or similar events and subject to any changes in such insurance benefits provided
to employees of the Company  generally).  The health insurance coverage provided
by the Company on the  Executive's  dependents as of the Severance  Date will be
continued  throughout  the  severance  payment  period on the same  terms to the
extent  permitted by the  applicable  policies or  contracts  and subject to the
customary changes in such coverages if the Executive retires,  reaches age 65 or
similar events and subject to any changes in such insurance benefits provided to
employees of the Company generally.  Any costs the Executive was paying for such
coverages as of the Severance Date shall continue to be payable by the Executive
by payroll  deduction or by separate  check payable to the Company each month in
advance.  [If the terms of any  insurance  plan  sponsored by the Company do not
permit continued  participation  by the Executive,  the Company will arrange for
other health insurance coverage providing  substantially similar benefits.  Such
other  coverage  shall be  provided  at the  Company's  expense  throughout  the
severance  payment period following the Severance Date subject to the payment by
the  Executive  of any costs the  Executive  was  paying  for  health  insurance
coverage as of the Severance Date]; and

                  (d)  To  the  extent  permitted  by  applicable  law  and  the
respective  plan,  the Executive  shall be entitled to continue to  participate,
consistent  with  past  practices,  in all  employee  benefit  plans  sponsored,
maintained or  contributed  to by the Company as of the Severance Date and which
are generally available to salaried employees of the Company.


                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

     5.1 Invalidity of Any Provision.  It is the intention of the parties hereto
that the  provisions of this  Agreement  shall be enforced to the fullest extent
permissible under the laws and public policies of each state and jurisdiction in
which  such  enforcement  is  sought,  but  that  the  unenforceability  (or the
modification  to conform  with such laws or public  policies)  of any  provision
hereof shall not render  unenforceable or impair the remainder of this Agreement
which shall be deemed amended to delete or modify, as necessary,  the invalid or
unenforceable provisions. The parties further agree to alter the balance of this
Agreement  in order to render the same valid and  enforceable.  The terms of the
noncompetition  provisions  of this  Agreement  shall be deemed  modified to the
extent  necessary to be  enforceable  and,  specifically,  without  limiting the
foregoing,  if the term of the noncompetition is too long to be enforceable,  it
shall be modified to encompass the longest term which is enforceable and, if the
scope of the geographic area of  noncompetition  is too great to be enforceable,
it shall be modified to encompass the greatest area that is enforceable.

         5.2  Arbitration  of  Disputes:  Expenses.  The parties  agree that all
disputes  that  may  arise  between  them  relating  to  the  interpretation  or
performance  of  this  Agreement,  including  matters  relating  to any  funding
arrangements for the benefits provided under this Agreement, shall be determined
by  binding   arbitration   through  an  arbitrator  approved  by  the  American
Arbitration  Association or other arbitrator mutually acceptable to the parties.
The award of the  arbitrators  shall be final and  binding  upon the parties and
judgment may be entered in any court having  jurisdiction.  Each party shall pay
its own legal fees and other expenses associated with the arbitration,  provided
that the fee for the arbitrator shall be shared equally.


         5.3 Applicable  Law. This Agreement  shall be construed and enforced in
accordance  with the laws of the  State of  Georgia,  without  giving  effect to
principles of conflicts of law.


         5.4 Wavier of Breach.  The waiver of a breach of any  provision of this
Agreement by a party hereto shall not operate or be construed as a wavier of any
subsequent breach by the other party hereto.

         5.5 Successors and Assigns.  This Agreement  shall inure to the benefit
of the Company its respective subsidiaries and affiliates,  and their respective
successors and assigns.

         5.6  Assignment of Agreement.  This  Agreement is not assignable by the
Executive,  but shall be  freely  assignable  by the  Company  with the  written
consent of the Executive.

         5.7 Notices. All notices,  demands and other  communications  hereunder
shall be in  writing  and shall be  delivered  in  person or sent via  overnight
courier or sent by facsimile  with a copy  deposited in the United  States mail,
certified or registered, with return receipt requested, addressed as follows:

                  (i)      if to Executive:

                           Robert B. Fooshee
                           Law Companies Group, Inc.
                           3 Ravinia Drive, Suite 1830
                           Atlanta, Georgia  30346
                           (770) 396-8000
                           (770) 390-3289 - Facsimile

                  (ii)     if to Company:

                           Law Companies Group, Inc.
                           3 Ravinia Drive, Suite 1830
                           Atlanta, Georgia 30346
                           Attention: Mr. Darryl B. Segraves,
                           Executive Vice President and General Counsel
                           Telephone: (770) 396-8000
                           Facsimile: (770) 390-3289

         Any party may change the address to which  notices,  requests,  demands
and other  communications  shall be delivered or mailed by giving notice thereof
to the other party in the same manner provided herein.


         5.8 Entire Agreement.  This Agreement  contains the entire agreement of
the parties with  respect to the subject  matter  hereof.  It may not be changed
orally but only by an  agreement  in writing  signed by the party  against  whom
enforcement  of any waiver,  change,  modification,  extension,  or discharge is
sought.

         5.9  Captions.  The captions  appearing in this  Agreement are inserted
only as a  matter  of  convenience  and in no way  define,  limit,  construe  or
describe the scope or intent of any  provisions of this  Agreement or in any way
affect this Agreement.


         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
under seal as of this _____________ day of ___________________________, 1997.



                             Robert B. Fooshee

                             --------------------------------------
                             [Executive]


                             Company:

                             LAW COMPANIES GROUP, INC.

                             By:____________________________________
                                [Name]
                                [Title]