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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this 1st day of October, 2001, by and between A. CLAYTON PERFALL, an individual
resident of the State of Virginia ("Employee"), and AHL SERVICES, INC., a
Georgia corporation (the "Employer").

                              W I T N E S S E T H:

         WHEREAS, Employer desires to employ Employee, and Employee desires to
be employed by Employer, on the terms and conditions hereinafter set forth,
effective as of October 1, 2001 (the "Effective Date");

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:

         Section 1  Employment.

                  Subject to the terms hereof, the Employer hereby employs
Employee, and Employee hereby accepts such employment. Employee will serve as
Chief Executive Officer of Employer and shall report to the Chairman of the
Board of Directors of Employer. Employee shall be elected as a Director of
Employer as of the Effective Date, and the Board of Directors of Employer (the
"Board of Directors") will nominate Employee for re-election to the Board of
Directors at each annual meeting of shareholders during the Term. Employee
agrees to devote his full business time and best efforts to the performance of
the duties that Employer may assign Employee from time to time; provided that
Employee shall be permitted to engage in civic and charitable activities and to
serve as a passive outside director on not more than three (3) boards of
directors, so long as such activities do not interfere with Employee's duties to
Employer.

         Section 2  Term of Employment.

                  The term of Employee's employment hereunder (the "Term") shall
be from the Effective Date until the earlier of (a) the fourth anniversary of
the Effective Date, unless extended by mutual agreement of the parties, or (b)
the occurrence of any of the following events:

         (i)      The death or total disability of Employee (total disability
                  meaning the failure to fully perform his normal required
                  services hereunder for a period of three (3) months during any
                  consecutive twelve (12) month period during the term hereof by
                  reason of mental or physical disability);
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         (ii)     The termination of this Agreement by Employer of Employee's
                  employment hereunder, upon prior written notice to Employee,
                  for "good cause." For purposes of this Agreement, "good cause"
                  for termination of Employee's employment shall exist (A) if
                  Employee is convicted of, pleads guilty to, or confesses to
                  any felony or any criminal act of fraud, misappropriation or
                  embezzlement, (B) if Employee has engaged in a dishonest act
                  that results in material damage or prejudice to Employer, (C)
                  if Employee fails to comply with the terms of this Agreement,
                  and, within thirty (30) days after written notice from
                  Employer of such failure, Employee has not corrected such
                  failure or, having once received such notice of failure and
                  having so corrected such failure, Employee at any time
                  thereafter again so fails in any substantial and material
                  respect, or (D) if Employee violates any of the provisions
                  contained in Sections 5 of this Agreement. Prior to any
                  termination of Employee by Employer for "good reason,"
                  Employee shall be provided reasonable written notice of the
                  detailed grounds therefor and an opportunity to be heard by
                  Employer's Board of Directors with counsel present;

         (iii)    The termination of this Agreement by Employee of Employee's
                  employment hereunder, upon prior written notice to Employer,
                  for "good reason." For purposes of this Agreement, "good
                  reason" for termination by Employee shall exist if (A) the
                  principal business office of Employee is moved by Employer to
                  a location other than Alexandria or Arlington, Virginia, (B)
                  the Board of Directors removes Employee from the office of
                  Chief Executive Officer of Employee; (C) at the written
                  direction of the Board of Directors, Employee is required,
                  without his consent, to travel for business purposes more than
                  an average of three (3) days per week (based upon an average
                  number of days traveled per week over any twelve (12)
                  consecutive month period); provided, however, that, unless
                  such travel shall be required at the express written direction
                  of the Board of Directors, Employee shall have first given
                  Employer's Board of Directors at least thirty (30) days
                  written notice of the fact that Employee is being required to
                  travel more than an average of three (3) days per week, and
                  the Board of Directors shall not have notified Employee in
                  writing within fifteen (15) days thereafter that Employee's
                  business travel shall thereafter be reduced so that it will
                  not exceed an average of three (3) days per week; or (D)
                  Employee is not both nominated and elected to serve as a
                  director of Employer at any time during the Term; or

         (iv)     The termination of this Agreement by either party upon at
                  least ninety (90) days prior written notice, or upon such
                  shorter notice as shall be mutually agreed between Employer
                  and Employee.

                  Section 3  Compensation.

                  3.1      Term of Employment. Employer will provide Employee
with the following salary, expense reimbursement and additional employee
benefits during the term of employment hereunder:


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                           (a)      Salary. Employee will be paid a salary (the
                                    "Salary") of no less than Four Hundred
                                    Thousand Dollars ($400,000.00) per annum,
                                    less deductions and withholdings required by
                                    applicable law. The Salary shall be paid to
                                    Employee in equal monthly installments (or
                                    on such more frequent basis as other
                                    executives of Employer are compensated). The
                                    Salary shall be reviewed by the Board of
                                    Directors of Employer on at least an annual
                                    basis.


                           (b)      Bonus. Employee will be entitled to an
                                    annual bonus (the "Bonus") of up to 50% of
                                    Salary, which Bonus shall be dependent upon
                                    Employer's financial performance versus
                                    budget and achievement of personal
                                    objectives established for Employee by
                                    Employer. The Bonus shall be paid promptly
                                    upon the availability of annual audited
                                    financial results (which is expected to
                                    occur in March of each year).

                           (c)      Car Allowance. Employee shall receive a car
                                    allowance of Seven Hundred Dollars ($700)
                                    per month.

                           (d)      Expenses. Employer shall reimburse Employee
                                    for all reasonable and necessary expenses
                                    incurred by Employee at the request of and
                                    on behalf of Employer.

                           (e)      Benefit Plans. Employee may participate in
                                    such medical, dental, disability,
                                    hospitalization, life insurance and other
                                    benefit plans (such as pension and profit
                                    sharing plans) as Employer maintains from
                                    time to time for the benefit of other senior
                                    executives of Employer, on the terms and
                                    subject to the conditions set forth in such
                                    plans.

                  3.2      Effect of Termination.

                           (a)      Except as hereinafter provided, upon the
                                    termination of the employment of Employee
                                    hereunder for any reason, Employee shall be
                                    entitled to all compensation and benefits
                                    earned or accrued under Section 3.1 as of
                                    the effective date of termination (the
                                    "Termination Date"), but from and after the
                                    Termination Date no additional compensation
                                    or benefits shall be earned by Employee
                                    hereunder except as specified herein.
                                    Employee shall be deemed to have earned any
                                    Bonus payable with respect to the calendar
                                    year in which the Termination Date occurs on
                                    a prorated basis (based on the number of
                                    days in such calendar year through and
                                    including the Termination Date divided by
                                    365). Any such Bonus shall be payable on the
                                    date on which the Bonus would have been paid
                                    had Employee continued his employment
                                    hereunder.


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                           (b)      If Employee's employment hereunder is
                                    terminated by Employee pursuant to Section
                                    2(b)(iii) hereof, or by Employer pursuant to
                                    Section 2(b)(iv) hereof, then, in addition
                                    to any other amount payable hereunder,
                                    Employee shall be entitled to the following:

                                    (i)      If such termination occurs on or
                                             before the second anniversary of
                                             the Effective Date (the "Second
                                             Anniversary"), Employer shall pay
                                             Employee a severance payment equal
                                             to two (2) times the Salary in
                                             effect as of the Termination Date.
                                             Such severance payment shall be
                                             paid to Employee in twenty-four
                                             (24) equal consecutive monthly
                                             payments commencing in the first
                                             calendar month following the
                                             Termination Date;

                                    (ii)     If such termination occurs after
                                             the Second Anniversary, Employer
                                             shall continue to pay Employee the
                                             Salary and Bonus in accordance with
                                             Section 3.1(a) and Section 3.1(b)
                                             hereof until the fourth anniversary
                                             of the Effective Date (the "Fourth
                                             Anniversary"); and

                                    (iii)    The Stock Options (as hereinafter
                                             defined ) granted to Employee
                                             pursuant to Section 4 hereof shall
                                             be governed in accordance with
                                             Section 4.2 hereof upon termination
                                             of Employee's employment.

                  3.3      Change of Control or Going Private Transaction.

                           (a)      Upon a Change of Control (as hereinafter
                                    defined ) during the Term or the
                                    consummation of a Going Private Transaction
                                    (as hereinafter defined) during the Term,
                                    Employee shall be entitled to receive a
                                    lump-sum payment, within thirty (30) days of
                                    such Change of Control or Going Private
                                    Transaction, as the case may be, of Two
                                    Million Five Hundred Thousand Dollars
                                    ($2,500,000) (the "Liquidity Bonus").
                                    Notwithstanding the immediately preceding
                                    sentence, the Liquidity Bonus shall be
                                    reduced on a dollar-for-dollar basis to the
                                    extent that Employee has realized total
                                    compensation (including base salary,
                                    bonuses, and amounts realized from Stock
                                    Option exercises) in excess of $4 million
                                    per year on a prorated basis during the time
                                    period commencing on the Effective Date and
                                    ending on the date (the "Operative Date")
                                    that the Change of Control or Going Private
                                    Transaction is consummated. For the purposes
                                    of this Section 3.3, Employee shall be
                                    deemed to have exercised all Stock Options
                                    (not previously exercised) as of the
                                    Operative Date at the Market Price (as
                                    hereinafter defined ) and to have realized
                                    any gains which would have resulted from
                                    such exercise.


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                           (b)      A "Change of Control" shall be deemed to
                                    have occurred if (i) any person or any two
                                    or more persons acting as a group (exclusive
                                    of Frank A. Argenbright, Jr.), and all
                                    affiliates of such person or persons (a
                                    "Group"), who prior to such time owned less
                                    than 50% of the then outstanding shares of
                                    capital stock of Employer, shall acquire (or
                                    acquire the unrestricted right to vote)
                                    shares of capital stock of Employer in one
                                    or more transactions or series of
                                    transactions, and after such transaction or
                                    transactions such person or group and
                                    affiliates beneficially own (or have the
                                    unrestricted right to vote) 50% or more of
                                    Employer's shares of capital stock, (ii)
                                    Employer shall sell all or substantially all
                                    of its assets to any Group which,
                                    immediately prior to the time if such
                                    transaction, owned less than 50% of the
                                    shares of capital stock of Employer, (iii)
                                    Employer shall merge with or consolidate
                                    into any Group which, immediately prior to
                                    the time of such transaction, owned less
                                    than 50% of the shares of capital stock of
                                    Employer, and shall not be the surviving
                                    entity of such merger or consolidation or
                                    (iv) the shareholders have not approved the
                                    grant of the Second Options (as hereinafter
                                    defined ) pursuant to Section 4.1(a)(ii)
                                    hereof as of the first anniversary of the
                                    Effective Date. A "Going Private
                                    Transaction" is a transaction in which (or
                                    an event upon the occurrence of which), upon
                                    consummation, Employer ceases to exist as a
                                    public company. The "Market Price" per
                                    share, in the event of a Change of Control
                                    or a Going Private Transaction, shall be
                                    determined as follows: (i) if the
                                    consideration paid in connection with the
                                    Change of Control or Going Private
                                    Transaction is in cash, the cash price paid
                                    per share to the holders of Employer's
                                    common stock, or (ii) if the consideration
                                    paid in connection with the Change of
                                    Control or Going Private Transaction is in
                                    securities, the average of the closing price
                                    of such security for the twenty (20) trading
                                    days immediately preceding the Operative
                                    Date, multiplied by the number of such
                                    securities paid per share to the holders of
                                    Employer's common stock.

                  Section 4  Stock Options.

                  4.1      Grant of Stock Options. In order to more closely
align Employee's interests with those of Employer's shareholders, Employee will
be granted stock options pursuant to AHL's 1997 Stock Incentive Plan, as amended
(the "Plan") as follows:

                           (a)      Stock Option Grant.

                                    (i)      Effective as of October 1, 2001
                                             (the "Grant Date"), Employee is
                                             hereby granted stock options to
                                             purchase 250,000 shares of common
                                             stock of Employer at an


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                                             exercise price of $6.34 per share
                                             (the "First Options"). The First
                                             Options will become exercisable on
                                             the Grant Date.


                                    (ii)     Effective as of the Grant Date, and
                                             subject to approval by Employer's
                                             shareholders, Employee is hereby
                                             granted stock options to purchase
                                             950,000 shares of common stock of
                                             Employer at an exercise price of
                                             $6.34 per share (the "Second
                                             Options", and together with the
                                             First Options, the "Stock
                                             Options"). The Second Options shall
                                             become exercisable in accordance
                                             with the following vesting
                                             schedule: (A) 50,000 shares will
                                             become exercisable on the Grant
                                             Date and (B) 225,000 shares will
                                             become exercisable on each of the
                                             first, second, third and fourth
                                             anniversaries of the Grant Date.
                                             Employer shall seek shareholder
                                             approval of the Second Options
                                             granted to Employee hereunder at
                                             the next annual meeting of
                                             shareholders, which shall be held
                                             on or before June 30, 2002.

                                    (iii)    The Stock Options granted under
                                             this Section 4.1(a) will expire ten
                                             years from the Grant Date, except
                                             as otherwise provided in Section
                                             4.2.

                           (b)      Accelerated Vesting. The Stock Options
                                    granted to Employee pursuant to this
                                    Agreement will become fully exercisable if
                                    Employer undergoes a Change of Control or
                                    consummates a Going Private Transaction, as
                                    such terms are defined in Section 3.3
                                    hereof.

                           (c)      Stock Splits and Recapitalization. The
                                    number of shares of common stock issuable
                                    upon exercise of the Stock Options granted
                                    to Employee by Employer and the exercise
                                    price of such options shall be automatically
                                    adjusted to reflect any change in the
                                    capitalization of Employer, including, but
                                    not limited to, such changes as stock
                                    dividends, stock splits, recapitalizations
                                    or extraordinary distributions or dividend
                                    on its shares to compensate Employee for the
                                    economic effect thereof. If any adjustment
                                    under this Section would create the right of
                                    Employee to acquire a fractional share of
                                    stock, such fractional share shall be
                                    disregarded and the number of shares of
                                    common stock subject to the options shall be
                                    the next lower number of whole shares of
                                    common stock, rounding all fractions
                                    downward.

                  4.2      Termination of Employment. The grant of Stock Options
to Employee by Employer shall not restrict or in any manner affect Employer's
right to terminate the employment of Employee at any time, with or without
cause, as herein provided.


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                           (a)      In the case of a termination pursuant to
                                    Section 2(b)(i), the Stock Options granted
                                    to Employee by Employer prior to such
                                    termination shall immediately become
                                    exercisable on such termination. The Stock
                                    Options will expire in accordance with their
                                    respective scheduled expiration dates.

                           (b)      Upon the death of Employee, any Stock
                                    Options which Employee would otherwise be
                                    entitled to exercise may be exercised by his
                                    personal representatives or heirs, as
                                    applicable.

                           (c)      If Employee's employment is terminated by
                                    Employee pursuant to Section 2(b)(iii), or
                                    by Employer pursuant to Section 2(b)(iv),
                                    any Stock Options scheduled to vest within
                                    one year of the Termination Date will be
                                    accelerated and will be immediately
                                    exercisable as of the Termination Date.
                                    Within ninety (90) days following such
                                    Termination Date, Employer shall purchase
                                    from Employee (except to the extent that
                                    such purchase would be in violation of any
                                    then applicable loan agreements of Employer,
                                    in which case Employer shall use its
                                    reasonable best efforts to obtain approval
                                    of such purchase as promptly as possible and
                                    Employer shall, in any event, fulfill any
                                    remaining purchase obligations hereunder as
                                    soon as it may do so without violating such
                                    loan agreements), or, at Employer's
                                    election, subject to compliance with all
                                    applicable securities laws, arrange for a
                                    third party to purchase from Employee, any
                                    exercisable Stock Options held by Employee
                                    as of the Termination Date having a "fair
                                    market value" (as defined herein) greater
                                    than the exercise price of such option. The
                                    per share purchase price for such Stock
                                    Options to be paid by Employer to Employee
                                    shall be equal to (i) the "fair market
                                    value" per share, which is the average of
                                    the closing price of Employer's common stock
                                    for the twenty (20) trading days immediately
                                    preceding the Termination Date, less (ii)
                                    the exercise price of such option. Employer
                                    shall have no obligation to purchase any
                                    Stock Option having a fair market value
                                    which is not greater than the exercise price
                                    of such option. Notwithstanding anything
                                    herein to the contrary, with respect to any
                                    Stock Options which Employer is obligated to
                                    purchase under this Section 4.2(c) but
                                    which, due to restrictions in then
                                    applicable loan agreements, Employer has not
                                    fulfilled its purchase obligations
                                    hereunder, the time period for Employee to
                                    exercise those Stock Options shall be
                                    extended until such time as Employer has
                                    fulfilled its purchase obligations hereunder
                                    with respect to those Stock Options.


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                           (d)      If Employee's employment is terminated by
                                    Employer pursuant to Section 2(b)(ii), or by
                                    Employee pursuant to Section 2(b)(iv), the
                                    Stock Options which are exercisable as of
                                    the Termination Date shall be exercisable
                                    for a period of one year after such
                                    termination. After such one year period, all
                                    unexercised Stock Options will expire.

                  4.3      Exercise. The First Options may be exercised by
Employee upon five business days' written notice of exercise to Employer,
specifying the number of shares to be purchased and the total purchase price,
accompanied by a check to the order of Employer, in the payment of such price.
At any time following shareholder approval of the Second Options, the Second
Options may be exercised by Employee upon five business days' written notice of
exercise to Employer, specifying the number of shares to be purchased and the
total purchase price, accompanied by a check to the order of Employer, in the
payment of such price. The exercise price of Stock Options shall be payable in
cash only. If Employer is required to withhold on account of any present or
future tax imposed as result of any Stock Option exercise, the notice of
exercise shall be accompanied by a check to the order of Employer for payment of
the amount of such withholding (or by such other form of payment as shall be
permitted under the Plan). Employee agrees to enter into any appropriate
agreement or deliver any appropriate certificate or other such document that
Employer may reasonably request in connection with the exercise of any Stock
Options to ensure that the exercise complies with all applicable securities
laws.

                  4.4      Nontransferable. No Stock Option granted by Employer
to Employee shall be transferable by Employee other than by will or by the laws
of descent and distribution and other than as provided in Section 4.2(c), and
such options shall be exercisable during Employee's lifetime only by Employee.
The Stock Options shall not be otherwise transferred, assigned, pledged,
hypothecated or disposed of in any way, whether by operation of law or
otherwise.

                  4.5      Securities Act. THE STOCK OPTIONS AND THE SHARES OF
COMMON STOCK (THE "SHARES") ISSUABLE UPON EXERCISE OF THE STOCK OPTIONS HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS. THE STOCK OPTIONS AND SHARES ARE OFFERED
PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE ACT AND CERTAIN RULES AND
REGULATIONS PROMULGATED PURSUANT THERETO. THE SHARES MAY NOT BE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO EMPLOYER
AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

                  4.6      Registration Statement on Form S-8. Employer
undertakes to file a Registration Statement on Form S-8 to register the shares
of common stock issuable upon exercise of the Second Options within twelve
months from the date of this Agreement.


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                  4.7      Non-Incentive Options. The Stock Options granted by
Employer to Employee are not intended to be, and shall not be treated as,
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended.

                  4.8      Inconsistent Terms. To the extent that the terms of
the Stock Options granted herein are inconsistent with the terms of the Plan,
the terms of the Stock Options granted herein shall control.

                  Section 5  Partial Restraint on Post-termination Competition.

                  5.1      Definitions. For the purposes of this Section 5, the
following definitions shall apply:

                           (a)      "Company Activities" means the business of
                                    providing merchandising or marketing
                                    services or temporary staffing services.

                           (b)      "Competitor" means any business, individual,
                                    partnership, joint venture, association,
                                    firm, corporation or other entity, other
                                    than the Employer or its affiliates or
                                    subsidiaries, engaged, wholly or partly, in
                                    Company Activities that are directly
                                    competitive with the Company Activities in
                                    which the Employer was engaged during the
                                    Term.

                           (c)      "Competitive Position" means (i) the direct
                                    or indirect ownership or control of all or
                                    any portion of a Competitor; or (ii) any
                                    employment or independent contractor
                                    arrangement with any Competitor whereby
                                    Employee will serve such Competitor in any
                                    managerial capacity.

                           (d)      "Confidential Information" means any
                                    confidential, proprietary business
                                    information or data belonging to or
                                    pertaining to Employer that does not
                                    constitute a "Trade Secret" (as hereinafter
                                    defined) and that is not generally known by
                                    or available through legal means to the
                                    public, including, but not limited to,
                                    information regarding Employer's customers
                                    or actively sought prospective customers,
                                    suppliers, manufacturers and distributors
                                    gained by Employee as a result of his
                                    employment with Employer.

                           (e)      "Customer" means actual customers or
                                    actively sought prospective customers of
                                    Employer during the Term.

                           (f)      "Noncompete Period" or "Nonsolicitation
                                    Period" means the period beginning the date
                                    hereof and ending on the second anniversary
                                    of the termination of Employee's employment
                                    with Employer.


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                           (g)      "Territory" means the United States of
                                    America and, to the extent Employee is then
                                    engaged in Company Activities in Europe,
                                    Europe.

                           (h)      "Trade Secrets" means information or data of
                                    or about Employer, including but not limited
                                    to technical or non-technical data,
                                    formulas, patterns, compilations, programs,
                                    devices, methods, techniques, drawings,
                                    processes, financial data, financial plans,
                                    products plans, or lists of actual or
                                    potential customers, clients, distributees
                                    or licensees, information concerning
                                    Employer's finances, services, staff,
                                    contemplated acquisitions, marketing
                                    investigations and surveys, that (i) derive
                                    economic value, actual or potential, from
                                    not being generally known to, and not being
                                    readily ascertainable by proper means by,
                                    other persons who can obtain economic value
                                    from their disclosure or use; and (ii) are
                                    the subject of efforts that are reasonable
                                    under the circumstances to maintain their
                                    secrecy.

                           (i)      "Work Product" means any and all work
                                    product, property, data documentation or
                                    information of any kind, prepared,
                                    conceived, discovered, developed or created
                                    by Employee for Employer or its
                                    subsidiaries, or any of Employer's or its
                                    subsidiary's clients or customers.

                  5.2      Trade Name and Confidential Information.

                           (a)      Employee hereby agrees that (i) with regard
                                    to each item constituting all or any portion
                                    of the Trade Secrets, at all times during
                                    the Term and all times during which such
                                    item continues to constitute a Trade Secret
                                    under applicable law; and (ii) with regard
                                    to any Confidential Information, during the
                                    Term and the Noncompete Period:

                                    (i)      Employee shall not, directly or by
                                             assisting others, own, manage,
                                             operate, join, control or
                                             participate in the ownership,
                                             management, operation or control
                                             of, or be connected in any manner
                                             with, any business conducted under
                                             any corporate or trade name of
                                             Employer or name similar thereto,
                                             without the prior written consent
                                             of Employer;

                                    (ii)     Employee shall hold in confidence
                                             all Trade Secrets and all
                                             Confidential Information and will
                                             not, either directly or indirectly,
                                             use, sell, lend, lease, distribute,
                                             license, give, transfer, assign,
                                             show, disclose, disseminate,
                                             reproduce,


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                                             copy, appropriate or otherwise
                                             communicate any Trade Secrets or
                                             Confidential Information, without
                                             the prior written consent of
                                             Employer; and

                                    (iii)    During the Term, Employee shall
                                             immediately notify Employer of any
                                             unauthorized disclosure or use of
                                             any Trade Secrets or Confidential
                                             Information of which Employee
                                             becomes aware, and Employee shall
                                             assist Employer, to the extent
                                             necessary, in the procurement or
                                             any protection of Employer's rights
                                             to or in any of the Trade Secrets
                                             or Confidential Information.

                           (b)      Upon the request of Employer and, in any
                                    event, upon the termination of Employee's
                                    employment with Employer, Employee shall
                                    deliver to Employer all memoranda, notes,
                                    records, manuals and other documents,
                                    including all copies of such materials and
                                    all documentation prepared or produced in
                                    connection therewith, containing Trade
                                    Secrets or Confidential Information, whether
                                    made or compiled by Employee or furnished to
                                    Employee from another source by virtue of
                                    Employee's employment with Employer.

                           (c)      To the greatest extent possible, all Work
                                    Product shall be deemed to be "work made for
                                    hire" (as defined in the Copyright Act, 17
                                    U.S.C.A.ss.ss.101 et seq., as amended) and
                                    owned exclusively by Employer. Employee
                                    hereby unconditionally and irrevocably
                                    transfers and assigns to Employer all
                                    rights, title and interest Employee may have
                                    in or to any and all Work Product,
                                    including, without limitation, all patents,
                                    copyrights, trademarks, service marks and
                                    other intellectual property rights. Employee
                                    agrees to execute and deliver to Employer
                                    any transfers, assignments, documents or
                                    other instruments which Employer may deem
                                    necessary or appropriate to vest complete
                                    title and ownership of any and all Work
                                    Product, and all rights therein, exclusively
                                    in Employer.

                  5.3      Noncompetition.

                           (a)      The parties hereto acknowledge that Employee
                                    is conducting Company Activities throughout
                                    the Territory. Employee acknowledges that to
                                    protect adequately the interest of Employer
                                    in the business of Employer it is essential
                                    that any noncompete covenant with respect
                                    thereto cover all Company Activities and the
                                    entire Territory.


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                           (b)      Employee hereby agrees that, during the Term
                                    and the Noncompete Period, Employee will
                                    not, in the Territory, either directly or
                                    indirectly, alone or in conjunction with any
                                    other party, accept, enter into or take any
                                    action in conjunction with or in furtherance
                                    of a Competitive Position.

                  Nothing contained in this Section 5 shall prohibit Employee
from acquiring not more than five percent (5%) of any company whose common stock
is publicly traded on a national securities exchange or in the over-the-counter
market.

                  5.4      Nonsolicitation During Employment Term. Employee
hereby agrees that Employee will not, during the Term, either directly or
indirectly, alone or in conjunction with any other party:

                           (a)      solicit, divert or appropriate or attempt to
                                    solicit, divert or appropriate, any Customer
                                    for the purpose of providing the Customer
                                    with services or products competitive with
                                    those offered by Employer during the Term;
                                    or

                           (b)      solicit or attempt to solicit any employee,
                                    consultant, contractor or other personnel of
                                    Employer or any of its subsidiaries to
                                    terminate, alter or lessen that party's
                                    affiliation with Employer or such subsidiary
                                    or to violate the terms of any agreement or
                                    understanding between such employee,
                                    consultant, contractor or other person and
                                    Employer.

                  5.5      Nonsolicitation During Nonsolicitation Period.
Employee hereby agrees that Employee will not, during the Nonsolicitation
Period, either directly or indirectly, alone or in conjunction with any other
party:

                           (a)      solicit, divert or appropriate or attempt to
                                    solicit, divert or appropriate, any Customer
                                    for the purpose of providing the Customer
                                    with services or products competitive with
                                    those offered by Employer during the Term;
                                    provided, however, that the covenant in this
                                    clause shall limit Employee's conduct only
                                    with respect to those Customers with whom
                                    Employee had substantial contact (through
                                    direct or supervisory interaction with the
                                    Customer or the Customer's account) during a
                                    period of time up to but no greater than two
                                    (2) years prior to the last day of the Term;
                                    or

                           (b)      solicit or attempt to solicit any "key"
                                    employee, consultant, contractor or other
                                    personnel of Employer or any of its
                                    subsidiaries residing at the time of the
                                    solicitation in the Territory to terminate,
                                    alter or lessen that party's affiliation
                                    with Employer or such subsidiary or to
                                    violate the terms of any agreement or


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<PAGE>

                                    understanding between such employee,
                                    consultant, contractor or other person and
                                    Employer. For purposes of this clause (b),
                                    "key" employees, consultants, contractors,
                                    or other personnel are those with knowledge
                                    of or access to Trade Secrets and
                                    Confidential Information.

                  Section 6  Miscellaneous.

                  6.1      Severability. The covenants in this Agreement shall
be construed as covenants independent of one another and as obligations distinct
from any other contract between Employee and Employer. Any claim that Employee
may have against Employer shall not constitute a defense to enforcement by
Employer of this Agreement.

                  6.2      Survival of Obligations. The covenants in Section 5
of this Agreement shall survive termination of Employee's employment, regardless
of who causes the termination and under what circumstances.

                  6.3      Notices. Any notice or other document to be given
hereunder by any party hereto to any other party hereto shall be in writing and
delivered in person or by courier, by telecopy transmission or sent by any
express mail service, postage or fees prepaid at the following addresses:

                  Employer

                           AHL Services, Inc.
                           Atlanta Financial Center
                           3353 Peachtree Road, NE
                           Suite 1120, North Tower
                           Atlanta, Georgia   30326
                           Attention: Chief Financial Officer
                           Telecopy No.: (404) 267-2230

                  Employee

                           A. Clayton Perfall

or at such other address or number for a party as shall be specified by like
notice. Any notice which is delivered in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or its agent.

6.4 Binding Effect. This Agreement inures to the benefit of, and is binding
upon, Employer and their respective successors and assigns, and Employee,
together with Employee's executor, administrator, personal representative,
heirs, and legatees.


                                       13
<PAGE>

                  6.5      Entire Agreement. This Agreement is intended by the
parties hereto to be the final expression of their agreement with respect to the
subject matter hereof and is the complete and exclusive statement of the terms
thereof, notwithstanding any representations, statements or agreements to the
contrary heretofore made. This Agreement may be modified only by a written
instrument signed by all of the parties hereto.

                  6.6      Governing Law. This Agreement shall be deemed to be
made in, and in all respects shall be interpreted, construed, and governed by
and in accordance with, the laws of the State of Georgia. No provision of this
Agreement shall be construed against or interpreted to the disadvantage of any
party hereto by any court or other governmental or judicial authority or by any
board of arbitrators by reason of such party or its counsel having or being
deemed to have structured or drafted such provision.

                  6.7      Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

                  6.8      Specific Performance. Each party hereto hereby agrees
that any remedy at law for any breach of the provisions contained in this
Agreement shall be inadequate and that the other parties hereto shall be
entitled to specific performance and any other appropriate injunctive relief in
addition to any other remedy such party might have under this Agreement or at
law or in equity.

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

                  6.10     Indemnity; Insurance. Employer shall indemnify and
hold harmless Employee for all matters as to which an officer or director of
Employer may be indemnified or exculpated under applicable law, to the maximum
extent permitted under applicable law, and Employer shall provide prompt expense
advance in connection with all such indemnified matters. Employer shall at all
times during the Term maintain directors' and officers' insurance in customary
form with reputable providers having aggregate coverage limits of not less than
$10 million.


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<PAGE>

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

                                             AHL SERVICES, INC.



                                             By:
                                                ------------------------
                                             Name:
                                             Title:

                                             EMPLOYEE



                                             ---------------------------
                                             A. Clayton Perfall


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