Exhibit
10.1




EMPLOYMENT
AGREEMENT




This
Employment Agreement dated as of February , 2008 (this "Agreement") is entered
into by and between Gallagher's Heating & Air Conditioning, Inc., a
California corporation (the "Employer"), and Timothy E. Gallagher (the
"Employee").




1. Employment. The
Employer hereby employs the Employee and the Employee hereby accepts employment
with the Employer upon the terms and subject to the conditions set forth
herein.




2. Duties and
Responsibilities. The Employee shall be employed in such positions and
hold such titles as may determined by the Board of Directors of the Employer
from time to time. The Employee shall perform all services and tasks requested
or assigned to of the Employee or otherwise reasonably incident to any position
held by the Employee. The Employee shall be subject to the direction and control
of the Board of Directors of the Employer and all such officers of the Employer
as the Board of Directors or any senior officers of the Employer may determine
from time to time. The Employee will devote his best efforts and his full time
and attention to the performance of his duties, except for paid time off as
permitted by Employer's general policies. The employment relationship between
the parties shall be governed by the general employment policies, practices and
rules of the Employer, including without limitation any employee handbook,
except that when the terms of this Agreement differ from or are in conflict with
the Employer's general employment policies, practices or rules, this Agreement
shall control.




Without
limiting the foregoing, as part of his duties and responsibilities and without
any additional compensation, if requested by the Employer, the Employee shall
act as the qualifier for the Employer's licenses, maintain in good standing all
of his individual licenses that may be used to qualify the Employer's licenses
and take all such other actions as may be required, desired or requested by the
Employer to act as the qualifier for the Employer or otherwise qualify the
Employer licenses or enable the Employer to obtain all such licenses.
Notwithstanding the other provisions of this Agreement, at the option of the
Employer, unless the Company elects to select an earlier date, the Employee's
obligations under this paragraph shall continue notwithstanding any expiration
or termination of this Agreement or the Employee's employment until the later of
the date that is one hundred and eighty (180) days after the date the Employee's
employment terminates or the date on which this Agreement is then scheduled to
expire (currently December 31, 2009 and as such date may be extended); provided,
however, that during any such period that the Employee is required by the
Employer to perform such services but is not being paid as an employee (e.g, the
Employee is providing such services after he has voluntarily terminated his
employment under Section 6(d) or after the period for which the Employer is
required to pay the Employee his base compensation pursuant to Section 6.3(a) or
6.3(e)) the Employer shall compensate the Employee for acting as the qualifier
for the Employer and providing such qualification services at a reasonable
market rate for providing such services (which reasonable market rate shall be
based upon the fees being paid to other individuals providing similar services
to similar companies in the same general markets in which the Employer
operates), as determined in good faith by the Employer; and provided further
that the Employee shall assist the Employer as and whenever requested to assist
the Employer to transition to another qualifier. If and to the extent that the
Employee acts as the qualifier for the Employer pursuant to this Agreement, the
Employer shall indemnify, defend and hold harmless the Employee from and against
any and all claims, actions, demands, losses, damages, costs and expenses
arising from claims asserted or brought against the Employee by any third party
to the extent arising out of the Employee's provision of qualifying services
for the Employer under this Agreement, except in each case for any that arise
due to the Employee's bad faith, willful misconduct or gross negligence, any
breach of his obligations under this Agreement or, unless the Employee
reasonably believed that his conduct was lawful (or not unlawful), any violation
of law by the Employee.




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3. Compensation. As
compensation for his services under the terms of this Agreement:




(a) The
Employee shall be paid an annual salary of $150,000, payable in accordance with
the then-current payroll policies of the Employer (such annual salary is herein
referred to as the "Base Salary").




(b) The
Employee may also be selected to participate in certain additional incentive
programs pursuant to which the Employee may receive additional compensation (the
"Additional Compensation"), payable in accordance with the then-current payroll
policies of the Employer with respect to the types of such
compensation.




The
Employee also shall be entitled to vacation or paid time off and holiday pay in
accordance with the policies applicable to the Employer's exempt salaried
employees generally.




4. Term. Subject to
earlier termination as provided in this Agreement, the term of the Employee's
employment under this Agreement shall be for a term commencing on the date of
this Agreement and ending on December 31, 2009, subject to extension thereafter
by mutual written agreement of the Employer and the Employee. The period
commencing on the date of this Agreement and expiring on the scheduled
expiration date of this Agreement (including any extension of such date) is
referred to herein as the "Term."




5. Non-Competition,
Non-Solicitation and Confidentiality.




(a) During the
period the Employee is employed by the Employer or any other Buckeye Company (as
defined below) and, in the case of a termination of employment pursuant to Section 6(e) of this
Agreement prior to the date on which the Term is then scheduled to expire (as
the Employer is required to continue to pay the Employee his base salary as
provided in Section 6(e) through such date as if he continued to be employed
during such period), thereafter until the date on which the Term is scheduled to
expire, the Employee shall not:




(i) Directly
or indirectly accept employment with, or render any service to or on behalf of,
any person, firm or corporation that engages in the Territory (as defined below)
in the heating, air conditioning, cooling, ventilation or indoor air quality
business or any other business that may be conducted in by the Employer or any
Buckeye Company or any similar business (each of the foregoing businesses, a
"Competitive Business"); or




(ii) Directly
or indirectly own, manage, operate, finance or control or participate in the
ownership, management, operation, financing or control of, or be connected as a
principal, agent, representative, consultant, advisor, investor, owner, partner,
financier, manager or joint venturer with, or permit his name to be used by or
in connection with, any Competitive Business anywhere in the Territory; provided, however,that the
Employee may (A) invest as an investor in the voting securities of any person
that is a reporting company under the Securities Exchange Act of 1934, as
amended, so long as (1) the aggregate amount of such securities that the
Employee owns directly or indirectly is less than two
percent (2%) of the total outstanding voting securities of such person, and (2)
the Employee has no other affiliation with such person, and (B) own shares of
stock of Buckeye Ventures, Inc., a Nevada corporation ("Buckeye");




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The term
"Competitive Business" shall be deemed to include any business that the Employee
knows is conducted in any material respect by the Employer or any other Buckeye
Company within the Territory. The Employee acknowledges that upon the
effectiveness of this Agreement the Employer will have business locations in Los
Molinos, California and Yuba City, California and will provide and/or will have
the ability to provide goods and services to customers anywhere within the
Territory. The term "Buckeye Company" shall mean the Employer and its direct and
indirect affiliates, including without limitation Buckeye and each parent,
subsidiary, partnership, limited liability company, joint venturer or other
related entity or any other entity directly or indirectly controlled by Buckeye.
The term "Territory" shall mean the area that consists of each business location
of the Employer and a fifty (50) mile radius from each such business location
(which if no additional locations are opened by the Employer after the date
hereof shall mean only anywhere within either (i) Los Molinos, California or a
fifty (50) mile radius of Los Molinos, California or (ii) Yuba City, California
or a fifty (50) mile radius of Yuba City, California).




(b) During
the period the Employee is employed by the Employer or any other Buckeye Company
and for a period of two (2)
years after the Employee ceasesto be employed by the Employer or any
other Buckeye Company for any reason, whether before or after the expiration of
the Term,except that in the case of a termination of employment pursuant
to Section 6(e)
of this Agreement prior to the date on which the Term is then scheduled to
expire (as the Employer is required to continue to pay the Employee his base
salary as provided in Section 6(e) through such date as if he continued to be
employed during such period), such period shall extend to the date that is two
(2) years following the date the Term is scheduled to expire, the Employee shall
not:




(i) Contact,
deal with or in any way solicit any person or entity that is then or at any time
during the prior three (3) years before such date was a customer of the Employer
or a customer of any other Buckeye Company with which the Employee had actual
contact or actual knowledge in an effort to (A) cause or induce, or act in a
manner that has the effect of causing or inducing, such person or entity to
purchase or otherwise obtain the benefit or use of any products or services that
are provided by any Buckeye Company or the Employer from another person or
entity, or (B) disrupt, damage, impair or interfere with, or act in any manner
that has the effect of disrupting, damaging, impairing or interfering with, any
existing or potential (1) agreement, (2) arrangement, (3) course of dealing, or
(4) negotiations between any Buckeye Company and any such person or entity;
or




(ii) Solicit
the employment of any person who is or was employed by the Employer or any
Buckeye Company, or contact any such person in an effort to or in any manner
that suggests that such person should terminate or consider terminating such
person's employment or other relationship with the Employer or with any Buckeye
Company (other than any person who has ceased to be so employed for a period of
at least one year).




(c) It is the
desire and intent of each of the parties that the provisions of Section 5(a) and
Section 5(b) of
this Agreement shall be enforced to the fullest extent permissible
under applicable law. Accordingly, if any particular portion of Section 5(a) and
Section 5(b)
shall be adjudicated to be invalid or unenforceable, such Section shall be
deemed amended to (i) reform the particular portion to provide for such maximum
restrictions as will be valid and enforceable, or if that is not possible, then
(ii) delete therefrom the portion thus adjudicated to be invalid or
unenforceable.




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(d) During
the period during which the Employee is employed by the Employer or by any other
Buckeye Company and at all
times thereafter(regardless of the reason for termination of the
Employee's employment), the Employee will not divulge or appropriate to his own
use or to the use of others any secret, confidential or proprietary information
(the "Confidential Information") pertaining to the business of, or acquired from
other persons or entities by, the Employer, Buckeye or any other Buckeye
Company. Such Confidential Information includes, without limitation, trade
secrets; customer lists; customer prospect lists; acquisition target lists;
names, addresses, contact persons and other identifying information of
customers, prospective customers and acquisition targets; the needs and
preferences of customers and prospective customers; knowledge that customers or
prospective customers possess or may possess a willingness to use the types of
products or services offered by Employer, Buckeye or any other Buckeye Company;
business methods, plans and strategies; marketing methods, plans and strategies;
financial data; pricing information; other terms (including expiration dates) of
customer contracts; and cost information, obtained by the Employee as a
consequence of his employment, affiliation, agreements or position with the
Employer, Buckeye or any other Buckeye Company. For purposes of this Agreement,
Confidential Information does not include any information that is or becomes
generally available to and known by the public (other than as a result of an
unpermitted disclosure directly or indirectly by the Employee). The Employee
will not remove any item of Confidential Information from the premises of any
Buckeye Company except as the Employee's duties as an employee shall require or
as otherwise authorized by ,the
Employer, and upon any termination of the Employee's employment, the Employee
shall immediately return all items (including without limitation all copies
thereof) of Confidential Information, whether in printed, computer or other
form, as well as all analyses, compilations, studies, reports, manuals,
memoranda, notes, correspondence, charts, diagrams, designs, computer programs,
sales formats, supplier lists and other documents (including without limitation
all copies thereof), whether in printed, computer or other form, prepared by or
for the Employee or in the Employee's possession or control that contain or are
based in whole or in part upon such information, to the Employer or as otherwise
directed by the Employer.




(e) The
Employee acknowledges that Section 5(a), Section 5(b) and
Section 5(d) of this
Agreement are expressly for the benefit of the Employer, that the Employer would
be irreparably injured by a violation of Section 5(a), Section 5(b) or Section 5(d), and
that the Employer would have no adequate remedy at law in the event of such
violation. Therefore, the Employee acknowledges and agrees that, in addition to
any other remedies available, injunctive relief, specific performance or any
other appropriate equitable remedy (without any bond or other security being
required) are appropriate remedies to enforce compliance with Section 5(a), Section 5(b) and
Section
5(d).




(f) The
Employee further acknowledges that the covenants contained in Section 5(a), Section 5(b) and
Section 5(d) of
this Agreement are of the essence of this Agreement, and agrees that the
existence of any breach by the Employer of any provision of this Agreement, or
the existence of any claim or cause of action of the Employee against the
Employer, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Employer of the provisions of Section 5(a), Section 5(b) or Section 5(d).
Instead, in the event of any breach by Employer of any provision of this
Agreement, the Employee's remedy shall be to bring an independent action for
breach of contract against the Employer (except in the case of a dispute that is
the subject of Section
7, in which case the Employee's remedy is to invoke the dispute
resolution mechanism set forth therein).




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(g) THE PROVISIONS OF THISSECTION
5SHALL CONTINUEIN EFFECT PURSUANT TO
THEIRTERMS, NOTWITHSTANDING THE EXPIRATION OFTHE TERM OR ANY OTHER
TERMINATION OF THIS AGREEMENT.No restriction contained in any part of
this Section 5
is intended or shall be deemed to limit any other provision contained in this
Section 5 or
any other rights or remedies of the Employer or any other Buckeye Company,
whether under this Agreement, any other agreement, or by law or
otherwise.




(h) In the
case of a termination of the Employee's employment pursuant to Section 6(e)
where the Employer wrongfully ceases to pay the salary payments required to be
paid pursuant to Section 6(e), the Employee may elect, by written notice to the
Employer, to waive his rights to such payments and in such event the time
periods in this Section 5 which were to extend to or from the date the Term was
then scheduled to expire shall instead be determined as if the Employee
voluntarily resigned on (and, as the case may be, extend only to or from) the
date the Employee ceased to be employed (or, if later, the date the Employer
wrongfully ceased to make such salary payments to the Employee pursuant to
Section 6(e)).




6. Termination of
Employment.




(a) For Due Cause.
Nothing herein shall prevent the Employer from terminating, without prior
notice, the Employee for "Due Cause" (as hereinafter defined), in which event
the Employee shall be entitled to receive his Base Salary on a pro rata basis to
the date of termination and any Additional Compensation that has been awarded to
or earned by the Employee but not yet paid.




The term
"Due Cause" shall mean (i) the Employee has (A) committed a willful serious act,
such as fraud, embezzlement or theft, (B) committed any act against the Employer
or any other Buckeye Company intending to enrich himself at the expense of the
Employer or any Buckeye Company, or (C) made any unauthorized use or disclosure
of any trade secret or other confidential information (including any
Confidential Information), whether pertaining to the business of the Employer or
any Buckeye Company or otherwise, (ii) the Employee has been convicted of a
felony or commits an act constituting a felony, (iii) the Employee has engaged
in conduct which has caused or could cause material, significant or serious
injury, whether monetary or otherwise, to the Employer or any other Buckeye
Company, (iv) the Employee, in carrying out his duties hereunder, has been
guilty of negligence or willful misconduct, (v) in the good faith determination
of the Employer, the Employee's performance, or the performance of the business
operations for which the Employee is responsible, has failed to meet the goals
and expectations established by the Employer, (vi) in the good faith
determination of the Employer, the Employee has violated in any material way any
of the Employer's rules, policies or procedures (including without limitation
those set forth in any employee handbook, or (vii) in the good faith
determination of the Employer, the Employee has otherwise materially breached
this Agreement (including, without limitation, any failure to perform the duties
assigned to him in accordance with this Agreement) and has not remedied such
breach within five business days (or such longer period of time not to exceed
thirty (30) days if the cure is commenced within five (5) business days, is diligently
pursued in good faith and reasonably requires more than five (5) business days
to remedy) after receipt of written notice from the Employer specifying in
reasonable detail the nature of the breach.




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(b) Due to Death. In the
event of the death of the Employee, this Agreement shall terminate on the date
of death and the estate of the Employee shall be entitled to receive the
Employee's Base Salary (on a pro rata basis) through the date of the Employee's
death and any Additional Compensation that has been awarded to or earned by the
Employee but not yet paid.




(c) Disability. In the
event the Employee suffers a "Disability" (as hereinafter defined), this
Agreement shall terminate on the date designated by the Employer and the
Employee shall be entitled to receive his Base Salary (on a pro rata basis)
through the end of the month in which his employment is terminated due to the
Disability and any Additional Compensation that has been awarded to or earned by
the Employee but not yet paid. For purposes of this Agreement, "Disability"
shall mean the inability or incapacity (by reason of a medically determinable
physical or mental impairment) of the Employee to perform the duties and
responsibilities related to the job or position with the Employer described in
Section 2 of
this Agreement for a period that lasts, or that can be reasonably expected to
last, more than one hundred and eighty (180) days. Such inability or incapacity
shall be documented to the reasonable satisfaction of the Employer by
appropriate correspondence from a physician or physicians selected by the
Employer and reasonably acceptable to the Employee, and the Employee agrees to
submit to an examination by such physician or physicians for the purpose of
making such determination.




(d) Voluntary
Termination. The Employee may voluntarily terminate his employment under
this Agreement at any time by providing at least ninety (90) days' prior written
notice (or such shorter period as the Employer may elect after receiving such
notice) to the Employer. In such event, the Employee shall be entitled to
receive his Base Salary until the date his employment terminates and any
Additional Compensation that has been awarded to or earned by the Employee but
not yet paid.




(e) Constructive Termination
Prior to Expiration of Term.




(i) If, prior to
the expiration of the Term, the Employer:




(A) terminates
the employment of the Employee for any reason other than (1) for Due Cause, (2)
as a result of the death of the Employee or (3) because of a
Disability;




(B) decreases
the Employee's Base Salary below the level provided for by the terms of Section 3(a) of this
Agreement; or




(C) materially
breaches any provision of this Agreement and such breach is not cured by the
Employer within fifteen (15) days (or such longer period not to exceed thirty
(30) days if the cure is being diligently pursued in good faith and reasonably
requires longer than fifteen (15) days to cure) after receipt of written notice
from the Employee specifying in reasonable detail the nature of such breach,
then such action by the Employer, unless consented to in writing by the
Employee, shall be deemed to be a constructive termination by the Employer of the
Employee's employment ("Constructive Termination"); provided, however,that
except in the case of a termination by the Employer pursuant to clause (A)
above, no Constructive Termination shall be deemed to have occurred unless the
Employee notifies the Employer of the Employee's election to treat such event as
a Constructive Termination within thirty (30) days of the occurrence of such
event.




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(ii) In the
event of a Constructive Termination the Employee may terminate his employment
without being in breach hereof, and the Employee shall be entitled to receive
(X) his Base Salary through the balance of the Term either, at the option of the
Employer, payable in a lump sum (but discounted by a reasonable factor as
mutually determined by the Employer and the Employee) or in accordance with the
then-current payroll policies of the Employer, and (Y) any Additional
Compensation that has been awarded to or earned by the Employee but not yet
paid.




(iii) In the
event of the death or Disability of the Employee following a Constructive
Termination, the amounts set forth in Section 6(e)(ii) of
this Agreement shall continue to be owing and shall be paid to the estate of the
Employee or to the Employee, as applicable. ).




(f) Benefits. Upon any
termination of the Employee's employment as provided in this Section 6 all
rights and benefits the Employee (or his estate) may have under any benefit
plans or programs of the Employer shall be determined in accordance with the
terms and conditions of such plans or programs applicable in the case of
employees who voluntarily terminate their employment (e.g., the Employee shall
be entitled to any vested amounts under the 401(k) plan and to be paid for any
accrued and unpaid vacation through the date of termination)




7. Arbitration of Certain
Disputes. In the event that the Employer advises the Employee that he is
being terminated for Due Cause pursuant to Section 6(a) and the
Employee disputes such determination and instead claims that he is being
terminated pursuant to Section 6(e), the Employee
must notify the Employer of his disagreement regarding the grounds for
termination within thirty (30) days following the date of termination. The
Employee agrees that if he fails to deliver such notice within such thirty (30)
day period, he will lose the right to dispute whether the termination was
pursuant to Section
6(e), and he shall be limited to the rights and remedies provided for in
Section 6(a).
In the event that the Employee notifies the Employer of his disagreement within
such thirty (30) day period, the dispute shall be resolved in accordance with
the following provisions:




(a) The
Employee shall, within ten (10) days of notifying the Employer of his
disagreement, file a demand for arbitration with the American Arbitration
Association.




(b) The
dispute shall be resolved by a confidential, binding arbitration pursuant to the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association, as modified by the agreement of the parties as set
forth below.




(c) The
dispute shall be resolved by a single neutral arbitrator, who shall be selected
by agreement of the parties, or selected in accordance with American Arbitration
Association procedures if the parties cannot agree.




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(d) The
Employer and the Employee agree to engage in expedited discovery (including both
document production and depositions) so that each party can obtain disclosure of
relevant, non-privileged materials in a manner that will permit the close of
discovery, and then the hearing on the merits, to occur within sixty (60) days
after the filing of the arbitration demand, unless the parties mutually agree to
extend such period.




(e) The sole
issue to be resolved by the arbitrator shall be whether the termination was for
Due Cause. If the arbitrator rules that the termination was not for Due Cause,
the relief to be ordered by the arbitrator shall be limited to ordering the
Employer to comply with the provisions of Section
6(e)(ii).




(f) Each
party shall bear its own expenses (including without limitation the fees and
expenses of legal counsel and accountants) in connection with such arbitration
and the Employer and the Employee shall each bear one-half of the arbitrator's
fees and expenses.




The
Employee agrees that, pending the resolution of any dispute described in this
Section 7, he
shall continue to be bound by the provisions of Section 5 (including
Section 5(a)
and Section
5(b)). The
Employee further agrees that, following the resolution of any dispute described
in this Section
7, he shall continue to be bound by the provisions of Section 5, with the
duration of the period provided for in Section 5(a) and
Section 5(b)
determined by the outcome of the arbitration.




8. Withholding. All
payments and benefits under this Agreement for which withholding is required
under applicable law will be made subject to the required
withholding.




9. Notices. All notices,
requests, demands and other communications given under or by reason of this
Agreement shall be in writing and shall be deemed given when delivered in person
or when mailed, by certified mail (return receipt requested), postage prepaid,
addressed as follows (or to such other address as a party may specify by notice
pursuant to this provision):




(a) If to the
Employer, addressed to it at:




c/o
Buckeye Ventures, Inc.


4455Lamont
Street


Suite
3


San
Diego, California 92109


Attn:
Board of Directors




with a
copy to Buckeye, addressed to it at:




Buckeye
Ventures, Inc.


4455Lamont
Street


Suite
3


San
Diego, California 92109


Attn:
President




(b) If to the
Employee, addressed to him at:




25259
Lincoln


Los
Molinos, California 96055




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10. Controllinq Law. The
execution, validity, interpretation and performance of this Agreement shall be
governed by and construed in accordance with the internal laws (and not the
conflicts of law provisions) of the State of California.




11. Additional
Instruments. The Employee and the Employer shall execute and deliver any
and all additional instruments and agreements that may be necessary or proper to
carry out the purposes of this Agreement. Without limiting the generality of the
foregoing, in the event that the Employer so requests, the Employee agrees to
sign acknowledge and confirm from time to time his obligations under Section
5.




12. Entire Aqreement;
Amendments; Waivers; Termination. This Agreement contains the entire
agreement of the Employee and the Employer relating to the matters contained
herein and supersedes all prior agreements and understandings, oral or written,
between the Employee and the Employer with respect to the subject matter hereof,
excluding any existing records of the Employer (or any predecessor of the
Employer) relating to the Employee's employment, which records may continue to
be considered by the Employer in making any determinations permitted or provided
for hereunder. This Agreement may be amended, modified or supplemented, but only
in writing approved by Buckeye or the board of directors of the Employer and
signed by each of the parties hereto. Any term of this Agreement may be waived
only with the written consent of the party sought to be bound, and the waiver by
either party to this Agreement of a breach of any provision of the Agreement by
the other party shall not operate or be construed as a waiver by such party of
any subsequent breach by such other party.




13. Reformation and
Severability. In case any provision of this Agreement shall be invalid,
illegal or unenforceable, it shall, to the extent possible, be modified in such
manner as to be valid, legal and enforceable but so as to most nearly retain the
intent of the parties, and if such modification is not possible, such provision
shall be severed from this Agreement, and in either case the validity, legality
and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.




14. Assiqnments. The
Employer may assign this Agreement to any affiliate of Buckeye or the Employer
or any person or entity succeeding to all or substantially all of the business
interests of Buckeye or the Employer by merger or otherwise. The rights and
obligations of the Employee under this Agreement are personal to him, and no
such rights, benefits or obligations shall be subject to voluntary or
involuntary alienation, assignment or transfer, except as otherwise expressly
contemplated in Section 6(b) and
Section
6(e)(iii) of this Agreement.




15. Effect of Aqreement.
Subject to the provisions of Section 14 of this
Agreement with respect to assignments, this Agreement shall be binding upon the
Employee and his heirs, executors, administrators, legal representatives and
assigns and upon the Employer and its respective successors and assigns, except
as otherwise contemplated hereby.




16. Exercise of Riqhts and
Remedies. The rights and remedies in this Agreement shall not be
exclusive, but are intended to be cumulative with all other rights and remedies
of the Employer and each other Buckeye Company, whether under this Agreement,
any other agreement, law or otherwise. No delay of or omission in the exercise
of any right, power or remedy accruing to any party as a result of any breach or
default by any other party under this Agreement shall impair any such right,
power or remedy, nor shall it be construed as a waiver of or acquiescence in any
such breach or default, or of any similar breach or default occurring
later.




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17. Execution. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute but one and the
same instrument.




18. Termination. Pursuant
to certain documents entered into in connection with the Merger Agreement, the
Stockholder has obtained certain security interests in the shares of stock
and/or certain assets of the Company. In the event that as a result of the
Stockholder's exercise of its rights with respect to such security interests
under these documents, the Stockholder becomes the owner of all or substantially
all of the shares of stock of the Company or all or substantially all of the
business or assets of the Company, this Agreement shall automatically terminate
without any further liability on the part of either party, except that the
provisions in Section 5 that relate to the customers, employees or persons or
entities otherwise engaged by Buckeye or any other Buckeye Company (other than
the Company) and that relate to any Confidential Information of Buckeye or any
other Buckeye Company (other than the Company) and any related provisions
required for the enforcement thereof, shall survive such termination for the
periods provided for in this Agreement.




IN WITNESS WHEREOF,the
Employee and the Employer have executed this Agreement effective as of the date
first above written.








Employer:
            Employee:GALLAGHER'S
      HEATING
              & AIR CONDITIONING, INC.
              
              
              By: /s/ Larry
      Weinstein
              Larry Weinstein – CFO
            /s/
      Timothy E. Gallagher
              Timothy E.
Gallagher