<PAGE>
 
                                                                   EXHIBIT 10.45

                  MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT
                  ------------------------------------------

     This MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT ("Agreement") is made and
entered into as of the 30th day of June, 1996 by and between GENERAL BUSINESS
SERVICES, INC., a Texas corporation having an address of 1010 -1020 North
University Parks Drive, Waco, TX 76707 (the "Company") and W. PAUL WOODY,
individually, having a residence address of 100 Lost Oaks, Waco, TX 76705
("Woody").

     WHEREAS, Woody was employed by GBS in the position of President pursuant to
an Employment Agreement beginning June 1, 1995 and prior to the execution of
this Agreement, Woody has agreed to resign his position and his employment with
the Company, effective June 30, 1996, and the Company has accepted that
resignation;

     WHEREAS, Woody and the Company desire to provide for an orderly termination
of the employment relationship and prior to the execution of this Agreement,
Woody has fully read this Agreement, has been given adequate time to consider
this Agreement, a reasonable opportunity to consult with advisors of Woody's
choosing and understands this Agreement;

     NOW, THEREFORE, in consideration of the foregoing recitals and mutual
promises, covenants and agreements set forth in this Agreement, Woody and the
Company covenant and agree as follows:

     1.   The Employment Agreement which was signed May 26, 1995 with an
effective date of June 1, 1995 by and between the Company and Woody is hereby
terminated by mutual agreement of Woody and the Company, conditioned upon full
performance by Company of this Agreement.

     2.   Woody acknowledges that during the course of employment, he had access
to and did receive confidential information about the Company; Woody represents
and covenants that he will in no way divulge, use or in any way employ such
confidential information without the express prior written consent of Company.

     3.   Woody acknowledges that by virtue of his employment with the Company,
he acquired knowledge and experience and/or was a participant or witness to
events and circumstances that may be important in pending and future litigation,
arbitration and/or administrative proceedings involving the Company.  Woody
agrees to cooperate fully with all reasonable requests of the Company, at the
Company' expense, in conjunction with any such litigation, arbitration and/or
administrative proceedings involving the Company which cover a time period in
which Woody was employed by the Company.  Woody also agrees that he will not,
without the prior written consent of the Company, cooperate with or assist any
person or entity which is or which may become an adverse party to the Company or
any of the Releasees in any litigation, arbitration and/or administrative
proceeding, or

MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT--Page 1
------------------------------------------
<PAGE>
 
disclose or make available to such person or entity any information or documents
which may be relevant to such, except as may be required by law or compulsory
process; provided, however, that this provision is not intended to and does not
prevent Woody from personally pursuing any claims against the Company which may
arise after the effective date hereof in connection with Woody's operation of
his GBS Franchise in Oklahoma City, OK.

     4.   Woody and the Company warrant and represent to one another that they
will not undertake any future conduct which is intended to damage any of the
franchise systems affiliated with the Company or which discredits Woody or the
Company in the eyes of franchisees, the franchise community or third parties.

     5.   Woody agrees to surrender all keys and tangible personal property
belonging to the Company and represents that he has returned to and left in the
custody of the Company all documents and property, including but not limited to
computers, computer netport cards, papers, keys, files, records, books or other
materials belonging to the Company or any other Releasee (as that term is
defined in Section 6 hereof), whether in writing, or recorded by manual or
electronic means, whether located at Woody's residence or the offices of the
Company.

     6.   Woody, for himself and on behalf of his heirs, assigns, successors,
executors, administrators and attorneys, IRREVOCABLY AND UNCONDITIONALLY
RELEASES, ACQUITS AND FOREVER DISCHARGES the Company, any current, past or
future parent, subsidiaries, affiliated and related corporations, firms,
associations, partnerships and entities, and their successors and assigns, and
the current and former owners, shareholders, directors, officers, employees,
agents, attorneys, representatives and insurers of said corporations, firms,
associations, partnerships and entities, and their guardians, successors,
assigns, heirs, executors and administrators (collectively referred to as
"Releasees"), from any and all claims, complaints, grievances, liabilities,
obligations, promises, agreements, damages, causes of action, and expenses
whatsoever, including attorney's fees and expenses.

     7.   The Company, for itself and on behalf of the Releasees, IRREVOCABLY
AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Woody, for himself
and on behalf of his heirs, assigns, successors, executors, administrators and
attorneys (collectively referred to as "Woody Releasees"), from any and all
claims, complaints, grievances, liabilities, obligations, promises, agreements,
damages, causes of action, and expenses whatsoever, including attorney's fees
and expenses.

     8.   Woody, for himself and on behalf of the Woody Releasees, COVENANTS NOT
TO SUE OR OTHERWISE VOLUNTARILY CONSENT TO PARTICIPATE IN AN ACTION AGAINST the
Company or any of the Releasees under municipal, local, state or federal law,
common or statutory, for any actions or omissions whatsoever, whether known

MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT--Page 2
------------------------------------------
<PAGE>
 
or unknown and whether connected with the employment of Woody by the Company or
not, except as may be required in response to lawful judicial process; provided,
however, that this provision is not intended to and does not prevent Woody from
personally pursuing any claims against the Company which may arise after the
effective date hereof in connection with Woody's operation of his GBS Franchise
in Oklahoma City, OK.

     9.   The Company, for itself and on behalf of the Releasees, COVENANTS NOT
TO SUE OR OTHERWISE VOLUNTARILY CONSENT TO PARTICIPATE IN AN ACTION AGAINST
Woody or any of the Woody Releasees under municipal, local, state or federal
law, common or statutory, for any actions or omissions whatsoever, whether known
or unknown and whether connected with the employment of Woody by the Company or
not, except as may be required in response to lawful judicial process; provided,
however, that this provision is not intended to and does not prevent the Company
from pursuing any claims against Woody which may arise after the effective date
hereof in connection with Woody's operation of a GBS franchise in Oklahoma City,
OK.

     10.  From and after the effective date of this Agreement, Woody agrees that
he will keep the terms, amount and fact of this Agreement STRICTLY AND
COMPLETELY CONFIDENTIAL and that he will not communicate or otherwise disclose
the terms, amount or fact of this Agreement to any employee of the Company
(past, present or future) or to a member of the general public, except as may be
required in response to lawful judicial process.

     11.  From and after the effective date of this Agreement, the Company
agrees that it will keep the terms, amount and fact of this Agreement STRICTLY
AND COMPLETELY CONFIDENTIAL and that it will not communicate or otherwise
disclose the terms, amount or fact of this Agreement to any employee of the
Company (past, present or future) or to a member of the general public, except
as may be required in response to lawful judicial process.

     12.  Woody and the Company agree that they shall effect a final
reconciliation of all outstanding business expense advances and/or reports and
the like within 30 days after the effective date hereof.

     13.  In consideration for this Agreement, the Company agrees to do the
following:

          (a) assume and agree to pay all mortgage payments on the house located
     at 100 Lost Oaks Drive, Waco, TX 76705, beginning with the payment due in
     July, 1996 until the closing of the sale of the house, which closing shall
     be held by August 31, 1996.  At closing, Woody shall transfer title to the
     house to the Company or its designee.  Company further agrees to pay all
     utility charges incurred at the house from July 25, 1996  so long as Woody
     has completely vacated the premises by July 24, 1996.  Upon

MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT--Page3
------------------------------------------
<PAGE>
 
     execution of this Agreement, the parties agree that the Company shall pay
     Woody the equity in the house in the amount of $18,872.79.  Woody agrees
     that if the house is transferred to a designee of the Company at closing,
     Woody will sign the equity check that will be received at closing over to
     the Company; otherwise, the Company becomes the sole owner of the house at
     closing.  The parties agree that Woody shall be fully released from all
     personal liability with respect to the mortgage on the house upon signing
     this Agreement; and

          (b) pay Woody $9,050 to reimburse Woody for closing costs incurred in
     the purchase of a home in Waco, TX and the sale of a home in Oklahoma City,
     OK upon receipt of a copy of the closing statement, which Woody and the
     Company acknowledge occurred on June 28, 1996; and

          (c) arrange for and pay for the actual costs of moving Woody from
     Waco, TX to Oklahoma City, OK.

     14.  This Agreement constitutes the entire Agreement of the parties hereto
with regard to the subject matter hereof and supersedes all prior and
contemporaneous negotiations and agreements, oral or written.  All rights,
duties and remedies provided by this Agreement to the parties hereto are
independent of and not affected by any release or forbearance which is part of
this Agreement.  All prior and contemporaneous negotiations and agreements are
deemed incorporated and merged into this Agreement and are deemed to have been
abandoned if not so incorporated.  No representations, oral or written, are
being relied upon by either party in executing this Agreement, other than the
express representations of this Agreement.  This Agreement cannot be changed or
terminated orally.

     15.  This Agreement shall be governed by and construed in accordance with
the laws of the state of Texas.

     16.  If any action at law or in equity is necessary to enforce or interpret
the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and necessary disbursements in addition to any
other relief to which the party may be entitled.
<PAGE>
 
     17.  SIGNED AND EXECUTED at Waco, Texas this ______ day of ________, 1996.

                              GENERAL BUSINESS SERVICES, INC.

                              BY:/s/ /s/ John R. Appel
                                 -----------------------------------
                                    John R. Appel, President
ATTEST:


/s/Stephen E. Beatty
----------------------------
Stephen E. Beatty, Treasurer


     By my signature below, I represent that I have been given adequate time to
consider this Agreement.  I have fully read and understand this Agreement and I
sign it of my own free will.


                              /s/ W. Paul Woody  7/25/96
                              -----------------------------------
                              W. Paul Woody



THE STATE OF TEXAS  (S)
                    (S)
COUNTY OF McLENNAN  (S)

     BEFORE ME, the undersigned notary public, on this day personally appeared
JOHN R. APPEL, PRESIDENT of GENERAL BUSINESS SERVICES, INC., and acknowledged
that he executed the same for the purpose and consideration therein expressed,
and in the capacity therein stated.

     Given under my hand and seal of office on this 25 day of July, 1996


                                    /s/ Linda E. Jenkins
                                    -------------------------------
                                    Notary Public, State of Texas

[NOTARY PUBLIC SEAL FOR 
LINDA E. JENKINS APPEARS HERE]
<PAGE>
 
THE STATE OF TEXAS  (S)
                    (S)
COUNTY OF McLENNAN  (S)

     BEFORE ME, the undersigned notary public, on this day personally appeared
W. PAUL WOODY and acknowledged that he executed the same for the purpose and
consideration therein expressed.

     Given under my hand and seal of office on this 25 day of July, 1996.


                                    /s/ Linda E. Jenkins
                                    -----------------------------
                                    Notary Public, State of Texas

[NOTARY PUBLIC SEAL FOR 
LINDA E. JENKINS APPEARS HERE]