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EXHIBIT 10.23                                                       Page 1 of 11

                    CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT

THIS CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made effective as
of November 1, 2003, by and between JESS E. BENTON, III ("Executive") and ABM
INDUSTRIES INCORPORATED ("Company") for itself and on behalf of its subsidiary
corporations as applicable herein.

WHEREAS, Company is engaged in the building maintenance and related service
businesses, and

WHEREAS, Executive is experienced in the administration, finance, marketing,
and/or operation of such services, and

WHEREAS, Company has invested significant time and money to develop proprietary
trade secrets and other confidential business information, as well as invaluable
goodwill among its customers, sales prospects and employees, and

WHEREAS, Executive wishes to, or has been and desires to remain employed by
Company, and to utilize such proprietary trade secrets, other confidential
business information and goodwill, and

WHEREAS, Company has disclosed or will disclose to Executive such proprietary
trade secrets and other confidential business information which Executive will
utilize in the performance of this Agreement;

NOW THEREFORE, Executive and Company agree as follows:

A.       EMPLOYMENT: Company hereby agrees to employ Executive, and Executive
         hereby accepts such employment, on the terms and conditions set forth
         in this Agreement.

B.       TITLE: Executive's title shall be Executive Vice President and Chief
         Operations Officer, subject to modification as mutually agreed upon by
         both Company and Executive.

C.       DUTIES & RESPONSIBILITIES: Executive shall be expected to assume and
         perform such executive or managerial duties and responsibilities as are
         assigned from time-to-time by the Company's Chief Executive Officer or
         his or her designee, to whom Executive shall report and be accountable.

D.       TERM OF AGREEMENT: Employment hereunder shall be deemed effective as of
         November 1, 2003, for a term of fifteen (15) months, through January
         31, 2005 ("Initial Term"), unless sooner terminated pursuant to
         Paragraph O hereof, or later extended pursuant to Paragraph N hereof
         ("Extended Term").

E.       PRINCIPAL OFFICE: During the Initial Term and any Extended Term, as
         applicable, of this Agreement, Executive shall be based at a Company
         office located in San Francisco in the state of California ("State of
         Employment"), or such other location as shall be mutually agreed upon
         by Company and Executive.

F.       COMPENSATION: Company agrees to compensate Executive, and Executive
         agrees to accept as compensation in full, for Executive's assumption
         and performance of duties and responsibilities pursuant to this
         Agreement:

         1.       SALARY: A salary paid in equal installments of no less
                  frequently than semi-monthly at the annual rate set forth in
                  Paragraph X.1 hereof.

         2.       BONUS: A bonus or other incentive or contingent compensation,
                  if any, pursuant to Paragraph X.2 hereof.

         3.       FRINGE BENEFITS: Executive shall receive the then current
                  fringe benefits generally provided by Company to all of its
                  Executives. Such benefits may include but not be limited to
                  the use of a

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

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EXHIBIT 10.23                                                       Page 2 of 11

                  Company-leased car or a car allowance, group health benefits,
                  long-term disability benefits, group life insurance, sick
                  leave and vacation. Each of these fringe benefits is subject
                  to the applicable Company policy at all times. Executive
                  expressly agrees that should he or she terminate employment
                  with Company for the purpose of being re-employed by a Company
                  affiliate, he or she shall "carry-over" any previously accrued
                  but unused vacation balance to the books of the affiliate.

                  Company reserves the right to add, increase, reduce or
                  eliminate any fringe benefit at any time, but no such benefit
                  or benefits shall be reduced or eliminated as to Executive
                  unless generally reduced or eliminated as to comparable
                  executives within the Company.

         4.       LIMIT: To the extent that any compensation to be paid to
                  Executive under this Agreement would be non-deductible by the
                  Company as a result of the $1 million compensation limit
                  provisions of Section 162(m) of the Internal Revenue Code of
                  1986, as amended (the "Code"), then such compensation shall
                  not be paid out to Executive at that time but shall instead be
                  deferred and paid without interest to Executive (subject to
                  applicable withholding and only to the extent that payment of
                  such deferred amount is fully deductible under Code Section
                  162(m)) in the first month of the taxable year following the
                  taxable year of deferral. If the subsequent payment of the
                  deferral is itself subject to further deferral pursuant to
                  this Paragraph F.4, then such further deferred amount shall
                  instead be paid in the first month of the next following
                  taxable year.

G.       PAYMENT OR REIMBURSEMENT OF BUSINESS EXPENSES: Company shall pay
         directly or reimburse Executive for reasonable business expenses of
         Company incurred by Executive in connection with Company business, and
         approved in writing by the person(s) to whom Executive reports pursuant
         to Paragraph C hereof, upon presentation to such person(s) by Executive
         within sixty (60) days after incurring such expense of an itemized
         request for payment including the date, nature, recipient, purpose and
         amount of each such expense, accompanied by receipts for all such
         expenses in accordance with Company policy.

H.       BUSINESS CONDUCT: Executive shall comply with all applicable laws
         pertaining to the performance of this Agreement, and with all lawful
         and ethical rules, regulations, policies, codes of conduct, procedures
         and instructions of Company, including but not limited to the
         following:

         1.       GOOD FAITH: Executive shall not act in any way contrary to the
                  best interest of Company. Executive agrees that if he or she
                  is approached by any person to discuss a possible acquisition
                  or other transaction that could result in a change of control
                  of the Company, Executive will immediately advise the
                  Company's General Counsel and Chair of the Nominating,
                  Governance and Succession Committee of the Board of Directors.

         2.       BEST EFFORTS: During all full-time employment hereunder,
                  Executive shall devote full working time and attention to
                  Company. Notwithstanding any other agreement to the contrary,
                  Executive shall not at any time be directly or indirectly
                  employed by, own, operate, assist or otherwise be involved,
                  invested or associated in any business that is similar or
                  competitive to any business of Company; except that Executive
                  may own up to five percent (5%) of such publicly-held
                  business(es), provided that Executive: (a) shall give Company
                  notice(s) of any such ownership exceeding two percent (2%), in
                  accordance with Paragraph W hereof, and (b) shall not at any
                  time be directly or indirectly employed by or operate, assist,
                  or otherwise be involved or associated with any such
                  business(es).

         3.       VERACITY: Executive shall make no claims or promises to any
                  employee, supplier, contractor, customer or sales prospect of
                  Company that are unauthorized by Company or are in any way
                  untrue.

         4.       DRIVER'S LICENSE: Executive shall have a driver's permit
                  issued by Company and shall carry a valid driver's license
                  issued by his or her state of domicile or the State of
                  Employment hereunder

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

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EXHIBIT 10.23                                                       Page 3 of 11

                  whenever Executive is driving any motor vehicle in connection
                  with Company business. Executive agrees to immediately notify
                  Company in writing if Executive's driver's license is lost,
                  expired, restricted, suspended or revoked for any reason
                  whatsoever.

         5.       CODE OF CONDUCT: Executive agrees to fully comply with and
                  annually execute a certification of compliance with the
                  Company's Code of Business Conduct and Ethics.

I.       NO CONFLICT: Executive represents to Company that Executive is not
         bound by any contract with a previous employer or with any other
         business that might prevent Executive from entering into this
         Agreement. Executive further represents that he or she is not bound by
         any other contracts or covenants that in any way restrict or limit
         Executive's activities in relation to his or her employment with
         Company that have not been fully disclosed to Company prior to the
         signing of this Agreement.

J.       COMPANY PROPERTY: Company shall, from time to time, entrust to the
         care, custody and control of Executive certain of Company's property,
         such as motor vehicles, equipment, supplies, passwords and documents.
         Such documents may include, but shall not be limited to customer lists,
         financial statements, cost data, price lists, invoices, forms,
         electronic files and media, mailing lists, contracts, reports, manuals,
         personnel files or directories, correspondence, business cards, copies
         or notes made from Company documents and documents compiled or prepared
         by Executive for Executive's use in connection with Company business.
         Executive specifically acknowledges that all such items, including
         passwords and documents, are the property of Company, notwithstanding
         their preparation, care, custody, control or possession by Executive at
         any time(s) whatsoever.

K.       GOODWILL & PROPRIETARY INFORMATION: In connection with Executive's
         employment hereunder:

         1.       Executive agrees to utilize and further Company's goodwill
                  ("Goodwill") among its customers, sales prospects and
                  employees, and acknowledges that Company may disclose to
                  Executive and Executive may disclose to Company, proprietary
                  trade secrets and other confidential information not in the
                  public domain ("Proprietary Information") including but not
                  limited to specific customer data such as: (a) the identity of
                  Company's customers and sales prospects, (b) the nature,
                  extent, frequency, methodology, cost, price and profit
                  associated with its services and products purchased from
                  Company, (c) any particular needs or preferences regarding its
                  service or supply requirements, (d) the names, office hours,
                  telephone numbers and street addresses of its purchasing
                  agents or other buyers, (e) its billing procedures, (f) its
                  credit limits and payment practices, and (g) its organization
                  structure.

         2.       Executive agrees that such Proprietary Information and
                  Goodwill have unique value to Company, are not generally known
                  or readily available to Company's competitors, and could only
                  be developed by others after investing significant time and
                  money. Company would not make such Proprietary Information and
                  Goodwill available to Executive unless Company is assured that
                  all such Proprietary Information and Goodwill will be held in
                  trust and confidence by Executive. Executive hereby
                  acknowledges that to use this Proprietary Information and
                  Goodwill except for the benefit of Company would be a breach
                  of such trust and confidence and in violation of Executive's
                  common law Duty of Loyalty to the Company.

L.       RESTRICTIVE COVENANTS: In recognition of Paragraph K, above, Executive
         hereby agrees that during the Initial Term and the Extended Term, if
         any, of this Agreement, and thereafter as specifically agreed herein:

         1.       Except in the proper performance of this Agreement, Executive
                  shall at no time directly or indirectly solicit or otherwise
                  encourage or arrange for any employee to terminate employment
                  with Company while employed by the Company and for a period of
                  one (1) year following Executive's termination of employment.

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

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EXHIBIT 10.23                                                       Page 4 of 11

         2.       Except in the proper performance of this Agreement, Executive
                  shall not directly or indirectly disclose or deliver to any
                  other person or business, any Proprietary Information obtained
                  directly or indirectly by Executive from, or for, Company.

         3.       Executive agrees that at all times after the termination of
                  this Agreement, Executive shall not seek, solicit, divert,
                  take away, obtain or accept the patronage of any customer or
                  sales prospect of Company through the direct or indirect use
                  of any Proprietary Information of Company, or by any other
                  unfair or unlawful business practice.

         4.       Executive agrees that for a reasonable time after the
                  termination of this Agreement, which Executive and Company
                  hereby agree to be one (1) year, Executive shall not directly
                  or indirectly, for Executive or for any other person or
                  business, seek, solicit, divert, take away, obtain or accept
                  any customer account or sales prospect with which Executive
                  had direct business involvement on behalf of Company within
                  the one (1) year period prior to termination of this
                  Agreement.

         5.       Nothing in this Agreement shall be binding upon the parties to
                  the extent it is void or unenforceable for any reason in the
                  State of Employment, including, without limitation, as a
                  result of any law regulating competition or proscribing
                  unlawful business practices.

M.       MODIFICATION OF EMPLOYMENT: At any time during the then current Initial
         or Extended Term, as applicable, of this Agreement, a majority of the
         Board of Directors of Company shall have the absolute right, with or
         without cause and without terminating this Agreement or Executive's
         employment hereunder, to modify the nature of Executive's employment
         for the remainder of the then current Initial or Extended Term, as
         applicable, of this Agreement, from that of a full-time employee to
         that of a part-time employee ("Modification Period"). The Modification
         Period shall commence immediately upon Company giving Executive written
         notice of such change.

         1.       Upon commencement of the Modification Period: (a) Executive
                  shall immediately resign as a full-time employee of Company
                  and as an officer and/or director of Company and of any
                  Company subsidiaries, as applicable, (b) Executive shall
                  promptly return all Company property in Executive's possession
                  to Company, including but not limited to any motor vehicles,
                  equipment, supplies and documents set forth in Paragraph J
                  hereof, and (c) Company shall pay Executive when due all
                  previously earned and vested but as yet unpaid, salary,
                  prorated Target Bonus as determined pursuant to Paragraph X.2
                  or other contingent compensation, reimbursement of business
                  expenses and fringe benefits.

         2.       During the Modification Period: (a) Company shall continue to
                  pay Executive's monthly salary pursuant to Paragraph F.1
                  hereof, and to the extent available under the Company's group
                  insurance policies, continue to provide Executive with the
                  same group health and life insurance (subject to Executive
                  continuing to pay the employee portion of any such premium) to
                  which Executive would be entitled as a full-time employee,
                  with the understanding and agreement that such monthly salary
                  and group insurance, if available, shall constitute the full
                  extent of Company's obligation to compensate Executive, (b)
                  Executive shall not be eligible or entitled to receive or
                  participate in any bonus or fringe benefits other than the
                  aforementioned group insurance, if available, (c) in the
                  alternative, Executive may exercise rights under COBRA to
                  obtain medical insurance coverage as may be available to
                  Executive, (d) Executive shall be deemed a part-time employee
                  and not a full-time employee of Company, (e) Executive shall
                  provide Company with such occasional executive or managerial
                  services as reasonably requested by the person(s) to whom
                  Executive reports pursuant to Paragraph C hereof, except that
                  failure to render such services by reason of any physical or
                  mental illness or disability other than Total Disability or
                  death as set forth in Paragraph O.2 hereof, or unavailability
                  because of absence from the State of Employment hereunder,
                  shall not affect Executive's right to receive such salary and
                  (f) Company shall pay directly or reimburse Executive in
                  accordance with the provisions of Paragraph G hereof for

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

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EXHIBIT 10.23                                                       Page 5 of 11

                  reasonable business expenses of Company incurred by Executive
                  in connection with such services requested by the person(s) to
                  whom Executive reports pursuant to Paragraph C hereof.

         3.       The Modification Period shall continue until the earlier of:
                  (a) Total Disability or death as set forth in Paragraph O.2
                  hereof, (b) termination of this Agreement by Company for "just
                  cause" as hereinafter defined, (c) Executive accepting
                  employment or receiving any other compensation from operating,
                  assisting or otherwise being involved, invested or associated
                  with any business that is similar to or competitive with any
                  business in which Company is engaged on the commencement date
                  of the Modification Period, or (d) expiration of the then
                  current Term of this Agreement.

N.       EXTENSION OF EMPLOYMENT:

         1.       Absent at least ninety (90) days written Notice of Termination
                  of Employment or Notice of Non-Renewal from Company to
                  Executive prior to expiration of the then current Initial or
                  Extended Term, as applicable, of this Agreement, employment
                  hereunder shall continue for an Extended Term (or another
                  Extended Term, as applicable) of one year, by which Executive
                  and Company intend that all terms and conditions of this
                  Agreement shall remain in full force and effect for another
                  twelve (12) months, except that the base salary specified in
                  Paragraph X.1.a may be increased as set forth in Paragraph
                  X.1.b during the Extended Term.

         2.       In the event that Notice of Non-Renewal is given ninety (90)
                  days prior to the expiration of the then Initial or Extended
                  Term, as applicable, of this Agreement, employment shall
                  continue on an "at will" basis following the expiration of
                  such Initial or Extended Term. In such event, Company shall
                  have the right to change the terms and conditions of
                  Executive's employment, including but not limited to
                  Executive's position and/or compensation.

O.       TERMINATION OF EMPLOYMENT:

         1.       a.       Termination Upon Expiration Of Term. Subject to at
                           least ninety (90) days prior written Notice of
                           Termination of Employment, Executive's employment
                           shall terminate, with or without cause, at the
                           expiration of the then current Initial or Extended
                           Term. Company has the option, without terminating
                           this Agreement,of placing Executive on a leave of
                           absence at the full compensation set forth in
                           Paragraph F hereof, for any or all of such notice
                           period.

                  b.       Termination For Cause. Except as provided in
                           Paragraph O.1.a, the Company shall have the right to
                           terminate Executive's employment hereunder at any
                           time during the then current Initial or Extended
                           Term, as applicable, of this Agreement, without
                           notice subject only to a good faith determination by
                           a majority of the Board of Directors of Company of
                           "just cause." "Just cause" includes but is not
                           limited to any (i) theft or dishonesty (ii) more than
                           one instance of neglect or failure to perform
                           employment duties, (iii) more than one instance of
                           inability or unwillingness to perform employment
                           duties, (iv) insubordination, (v) abuse of alcohol or
                           other drugs or substances affecting Executive's
                           performance of his or her employment duties, (vi)
                           material and willful breach of this Agreement; (vii)
                           other misconduct, unethical or unlawful activity, or
                           for (vii) a conviction of or plea of "guilty" or "no
                           contest" to a felony under the laws of the United
                           States or any state thereof.

                  c.       Voluntary Termination By Executive. At any time
                           during the then current Initial or Extended Term, as
                           applicable, of this Agreement and with or without
                           cause, Executive may terminate employment hereunder
                           by giving Company ninety (90) days prior written
                           notice.

         2.       Employment hereunder shall automatically terminate upon the
                  total disability ("Total Disability") or death of Executive.
                  Total Disability shall be deemed to occur on the ninetieth
                  (90th) consecutive

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

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EXHIBIT 10.23                                                       Page 6 of 11

                  or non-consecutive calendar day within any twelve (12) month
                  period that Executive is unable to perform the duties set
                  forth in Paragraph C hereof because of any physical or mental
                  illness or disability. Company shall pay when due to Executive
                  or, upon death, Executive's designated beneficiary or estate,
                  as applicable, all prorated salary, prorated Target Bonus as
                  determined pursuant to Paragraph X.2 or other contingent
                  compensation, reimbursement of business expenses and fringe
                  benefits which would have otherwise been payable to Executive
                  under this Agreement, through the end of the month in which
                  Total Disability or death occurs.

         3.       Upon termination of employment hereunder, Executive shall
                  immediately resign as an employee of Company and as an officer
                  and/or director of Company and of any Company subsidiaries, as
                  applicable. Executive shall promptly return and release all
                  Company property in Executive's possession to Company,
                  including but not limited to, any motor vehicles, equipment,
                  supplies, passwords and documents set forth in Paragraph J
                  hereof. Company shall pay Executive, when due, all previously
                  earned and vested but as yet unpaid, salary, prorated Target
                  Bonus, as determined pursuant to Paragraph X.2 or other
                  contingent compensation, reimbursement of business expenses
                  and fringe benefits.

P.       GOVERNING LAW: This Agreement shall be interpreted and enforced in
         accordance with the laws of the State of Employment hereunder.

Q.       ARBITRATION CLAUSE:

         1.       Except for the interpretation and enforcement of injunctive
                  relief pursuant to Paragraph R hereof (which shall be subject
                  to litigation in any court having proper jurisdiction), any
                  claim or dispute related to or arising from this Agreement
                  (whether based in contract or tort, in law or equity)
                  including, but not limited to, claims or disputes between
                  Executive and Company or its directors, officers, employees
                  and agents regarding Executive's employment or termination of
                  employment hereunder, or any other business of Company, shall
                  be resolved by a neutral arbitrator agreed upon by both
                  parties, through mandatory, final, binding arbitration in
                  accordance with the procedural and discovery rules of the
                  American Arbitration Association.

         2.       The cost of such arbitration shall be borne by the Company.
                  Any such arbitration must be requested in writing within one
                  (1) year from the date the party initiating the arbitration
                  knew or should have known about the claim or dispute, or all
                  claims arising from that dispute are forever waived. Any such
                  arbitration (or court proceeding as applicable hereunder)
                  shall be held in the city and/or county of employment
                  hereunder. Judgment upon the award rendered through such
                  arbitration may be entered and enforced in any court having
                  proper jurisdiction.

R.       REMEDIES & DAMAGES:

         1.       The parties agree that, in the event of a material breach or
                  threatened material breach of Paragraphs K and/or L hereof,
                  the damage or imminent damage to the value of Company's
                  business shall be impractical and/or impossible to estimate or
                  ascertain, and therefore any remedy at law or in damages shall
                  be inadequate. Accordingly, the parties hereto agree that
                  Company shall be entitled to the immediate issuance of a
                  restraining order or an injunction against Executive in the
                  event of such breach or threatened breach, in addition to any
                  other relief available to Company pursuant to this Agreement
                  or under law.

         2.       Executive agrees that damages resulting from any such breach
                  which involves any customer of Company shall be the actual
                  damages according to proof, as determined by an arbitrator
                  pursuant to Paragraph Q, above.

         3.       To the full extent permitted under the laws of the State of
                  Employment hereunder, Executive authorizes Company to withhold
                  from any severance payments otherwise due to Executive and

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

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EXHIBIT 10.23                                                       Page 7 of 11

                  from any other funds (other than wages) held for Executive's
                  benefit by Company, any damages or losses sustained by Company
                  as a result of any material breach or other material violation
                  of this Agreement by Executive, pending arbitration between
                  the parties as provided for herein.

S.       NO WAIVER: Failure by either party to enforce any term or condition of
         this Agreement at any time shall not preclude that party from enforcing
         that provision, or any other provision of this Agreement, at any later
         time.

T.       SEVERABILITY: The provisions of this Agreement are severable. If any
         arbitrator (or court as applicable hereunder) rules that any portion of
         this Agreement is invalid or unenforceable, the arbitrator's or court's
         ruling shall not affect the validity and enforceability of other
         provisions of this Agreement. It is the intent of the parties that if
         any provision of this Agreement is ruled to be overly broad, the
         arbitrator or court shall interpret such provision with as much
         permissible breadth as is allowable under law rather than to consider
         such provision void.

U.       SURVIVAL: All terms and conditions of this Agreement which by
         reasonable implication are meant to survive the termination of this
         Agreement, including but not limited to the Restrictive Covenants and
         Arbitration Clause herein, shall remain in full force and effect after
         the termination of this Agreement.

V.       REPRESENTATIONS: Executive represents and agrees that he or she has
         carefully read and fully understands all of the provisions of this
         Agreement, that he or she is voluntarily entering into this Agreement
         and has been given an opportunity to review all aspects of this
         Agreement with an attorney, if he or she chooses to do so.

W.       NOTICES:

         1.       Any notice required or permitted to be given pursuant to this
                  Agreement shall be in writing and delivered in person, or sent
                  prepaid by certified mail, bonded messenger or overnight
                  express, to the party named at the address set forth below or
                  at such other address as either party may hereafter designate
                  in writing to the other party:

                  EXECUTIVE:        JESS E. BENTON, III
                                    50 Orange Court
                                    Hillsborough, CA  94010

                  COMPANY:          ABM INDUSTRIES INCORPORATED
                                    160 Pacific Avenue, Suite 222
                                    San Francisco, CA  94111
                                    Attention: Chief Executive Officer

                  COPY:             ABM INDUSTRIES INCORPORATED
                                    160 Pacific Avenue, Suite 222
                                    San Francisco, CA  94111
                                    Attention: Chief Employment Counsel

         2.       Any such Notice shall be assumed to have been received when
                  delivered in person, or forty-eight (48) hours after being
                  sent in the manner specified above.

X.       SPECIAL PROVISIONS:

         1.       BASE SALARY:

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

<PAGE>

EXHIBIT 10.23                                                       Page 8 of 11

                  a.       Four Hundred Sixty Nine Thousand Three Hundred Fifty
                           Dollars ($469,350) per year effective November 1,
                           2003 through October 31, 2004 at the monthly rate of
                           $39,112.50 payable semi-monthly.

                  b.       Effective November 1, 2004 and at the beginning of
                           each Fiscal Year thereafter, Executive shall be
                           eligible, at the sole discretion of the Company, to
                           receive a merit increase based on Executive's job
                           performance.

                  c.       At the sole discretion of the Board of Directors of
                           the Company (the "Board"), the Company may grant a
                           salary adjustment at any time for reasons deemed
                           appropriate by the Board, including but not limited
                           to a change in Executive's duties resulting in a
                           material increase in responsibility.

         2.       BONUS: Subject to proration in the event of modification or
                  termination of employment hereunder and further subject to the
                  maximum bonus payable under Subparagraph d, below, Executive
                  shall be paid a bonus ("Bonus") based on the profit ("Profit")
                  for each Fiscal Year, or partial Fiscal Year, of employment
                  hereunder during the Initial Term, and during the Extended
                  Term, if any, of this Agreement, as follows:

                  a.       A Target Bonus for each Fiscal Year shall be
                           initially calculated by multiplying Executive's bonus
                           percentage of .1643% times the Company's Profit.
                           Executive's Target Bonus shall be further subject to
                           an Executive Performance Bonus Modifier adjustment of
                           50% to 150% to determine Executive's Actual Bonus.
                           Such adjustment shall be based on criteria contained
                           in Executive's annual Performance Rating (see copy
                           attached as Exhibit I) as recommended by the
                           person(s) to whom Executive reports and reviewed and
                           approved by the Executive Officer Compensation and
                           Stock Option Committee of the Board and the Board.

                  b.       Profit for purposes of determining such Target Bonus,
                           shall be defined as the consolidated income (in
                           accordance with generally accepted accounting
                           principles) before income taxes of the Company,
                           excluding: (i) gains or losses on sales or exchanges
                           of real property or on sales or exchanges of all or
                           substantially all of the stock or assets of a
                           subsidiary corporation or any other business unit of
                           Company, (ii) gains or losses on the sales of any
                           discontinued business operations of Company, and
                           (iii) WTC Related Gain. At any time the Board of
                           Directors of the Company reserves the right to
                           further adjust Profit for purposes of determining a
                           Target Bonus in the event of a Significant
                           Transaction (as defined below) during a Fiscal Year
                           and/or for any unanticipated and material events that
                           are beyond the control of the Company, including but
                           not limited to acts of god, nature, war or terrorism,
                           or changes in the rules for financial reporting set
                           forth by the Financial Accounting Standards Board,
                           the Securities and Exchange Commission, and/or the
                           New York Stock Exchange or for any other reason which
                           the Board determines, in good faith, to be
                           appropriate.

                           Notwithstanding the foregoing, Profit for purposes of
                           determining the Target Bonus in any Fiscal Year
                           during the Initial or Extended Term of this
                           Agreement, shall include WTC Related Gain and WTC
                           Related Carry-Over Gain in an aggregate amount not to
                           exceed a maximum of $10 million per Fiscal Year. For
                           purposes of this Agreement, the term "WTC Related
                           Gain" shall mean the total amount of all items of
                           income included in the Company's audited consolidated
                           financial statements for any Fiscal Year that result
                           from the Company's receipt of insurance proceeds or
                           other compensation or damages due to the Company's
                           loss of property, business or profits as a result of
                           the destruction of the World Trade Center on
                           September 11, 2001. Also, for purposes of this
                           Agreement, the term "WTC Related Carry-Over Gain"
                           shall mean the aggregate amount of WTC Related Gain
                           not previously taken into account in determining a
                           Target Bonus for a prior Fiscal Year. Finally, for
                           purposes of this Agreement, the term "Significant
                           Transaction" shall

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

<PAGE>

EXHIBIT 10.23                                                       Page 9 of 11

                           mean the Company's acquisition or disposition of a
                           business or assets which the Company is required to
                           report under Item 2 of the SEC Form 8-K.

                  c.       The Chief Financial Officer of the Company shall
                           calculate the Profit and Target Bonus for purposes of
                           this Agreement. Company shall pay Executive the
                           Actual Bonus for the Fiscal Year, or prorated Target
                           Bonus in the event of modification or termination of
                           employment hereunder, following completion of the
                           audit of the Company's financial statements and
                           approval by the Company's Executive Officer
                           Compensation and Stock Option Committee and the
                           Company's Board of Directors, but no later than
                           seventy-five (75) days after the end of each Fiscal
                           Year. The Company in its sole discretion may pay any
                           Actual Bonus or prorated Target Bonus earlier. The
                           Actual Bonus for any partial Fiscal Year shall be
                           prorated for the fraction of the Fiscal Year for
                           which such Actual Bonus is payable. Absent bad faith
                           or material error, any calculations of the Chief
                           Financial Officer and any conclusions of the Board,
                           with respect to the amounts of the Profit, Target
                           Bonus or Actual Bonus, shall be final and binding
                           upon Executive and Company.

                  d.       Executive's maximum Actual Bonus for each Fiscal Year
                           shall be one hundred percent (100%) of the Base
                           Salary for that year as determined pursuant to this
                           Agreement. In the event of modification or
                           termination of employment hereunder, Executive's
                           prorated Target Bonus shall not exceed such percent
                           of prorated Base Salary.

                  e.       Notwithstanding the foregoing, no Bonus for any
                           Fiscal Year of the Company shall be payable unless
                           the Company's EPS for the Fiscal Year then ending is
                           equal to or greater than eighty percent (80%) of the
                           Company's EPS for the previous Fiscal Year of the
                           Company, in each case excluding gains and losses from
                           sales of discontinued operations and any WTC Related
                           Gain.

                  f.       Nothing contained in this Agreement shall entitle
                           Executive to receive a bonus or other incentive or
                           contingent compensation from Company based on any
                           sales or profits made (including but not limited to
                           any WTC Related Gain or WTC Related Carry-Over Gain
                           realized) by Company after termination of the Initial
                           or Extended Term of this Agreement or of employment
                           hereunder.

                  g.       Notwithstanding any other provision hereof, the Board
                           may, prior to the beginning of any Fiscal Year,
                           approve and notify the Executive of a modification to
                           the Bonus percentage determined hereunder (either
                           higher or lower), based on such performance and
                           financial measures and other factors as the Board
                           shall determine in its sole discretion. The Board's
                           decision in this regard shall be deemed final and
                           binding on Executive regardless of the amount of
                           Target or Actual Bonus otherwise calculated pursuant
                           to the foregoing provisions. In addition, the Board
                           reserves the option at any time to grant a
                           discretionary incentive bonus, which shall not be
                           subject to the maximum Bonus provisions described in
                           paragraph X.2.d above.

Y.       SCOPE OF CERTAIN PROVISIONS: All references to Company in Paragraphs H,
         J, K, L, O.3 and R in this Agreement shall include Company, and its
         subsidiary corporations and other Company affiliates.

Z.       ENTIRE AGREEMENT: Unless otherwise specified herein, this Agreement
         sets forth every contract, understanding and arrangement as to the
         employment relationship between Executive and Company, and may only be
         changed by a written amendment signed by both Executive and Company.

         1.       The parties intend that this Agreement speak for itself, and
                  that no evidence with respect to its terms and conditions
                  other than this Agreement itself may be introduced in any
                  arbitration or judicial proceeding to interpret or enforce
                  this Agreement.

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

<PAGE>

EXHIBIT 10.23                                                      Page 10 of 11

         2.       It is specifically understood and accepted that this Agreement
                  supersedes all oral and written employment agreements between
                  Executive and Company prior to the date hereof, as well as all
                  conflicting provisions of Company's Guidelines for Corporate
                  Approval and its Human Resources Manual, including but not
                  limited to the termination, discipline and discharge
                  provisions contained therein.

         3.       This Agreement may not be amended except in a writing signed
                  by the Executive and Chief Executive Officer and approved by
                  the Company's Board of Directors.

FULL KNOWLEDGE & UNDERSTANDING: Executive and Company hereby acknowledge that
they have carefully read and fully understand all terms and conditions of this
Agreement, that they have been given an opportunity to review all aspects of
this Agreement with an attorney if they so choose, and that they are voluntarily
entering into this Agreement with full knowledge of the benefits and burdens,
and the risks and rewards, contained herein.

IN WITNESS WHEREOF, Executive and an officer and Director of the Company have
executed this Agreement as of the date set forth above:

            EXECUTIVE:     Signature: /s/ Jess E. Benton
                                      -----------------------------------------

                           Date:      December 17, 2003

            COMPANY:             ABM INDUSTRIES INCORPORATED

                           Date:      December 8, 2003

                           Signature: /s/ Donna M. Dell
                                      -----------------------------------------

                           Title:     Sr. V.P. of Human Resources

                           Signature: /s/ Henrik C. Slipsager
                                      -----------------------------------------

                           Title:    President & CEO

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD

<PAGE>

EXHIBIT 10.23                                                      Page 11 of 11

                                                                       EXHIBIT I

NAME OF EXECUTIVE:               Jess E. Benton, III

                   2004 EXECUTIVE PERFORMANCE BONUS MODIFIERS
                          RATINGS AND CALCULATION SHEET
                             ABM EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
                                                              NEEDS              MEETS              EXCEEDS            SUPERIOR
                                     UNSATISFACTORY       IMPROVEMENTS        REQUIREMENTS        REQUIREMENTS        PERFORMANCE
<S>                                  <C>             <C>  <C>           <C>   <C>            <C>  <C>            <C>  <C>
CIRCLE ONE RATING IN EACH CATEGORY

I.   STRATEGIC LEADERSHIP                  1         2         3        4          5         6          7        8          9

II.  FINANCIAL LEADERSHIP                  1         2         3        4          5         6          7        8          9

III. PERFORMANCE AGAINST BUDGET            1         2         3        4          5         6          7        8          9

IV.  EMPLOYEE LEADERSHIP                   1         2         3        4          5         6          7        8          9
  Employee Relations
  Staff Development
  Recruitment, Retention, Motivation
  Teamwork

V.     COMPLIANCE & ADMINISTRATION         1         2         3        4          5         6          7        8          9

TOTAL RATING SCORE:                        [_]
</TABLE>

43 - 45 points = 150% of Profit Bonus
40 - 42 points = 140% of Profit Bonus
36 - 39 points = 130% of Profit Bonus
31 - 35 points = 120% of Profit Bonus
28 - 30 points = 110% of Profit Bonus
25 - 27 points = 100% of Profit Bonus
23 - 24 points = 90% of Profit Bonus
21 - 22 points = 80% of Profit Bonus
19 - 20 points = 70% of Profit Bonus
16 - 18 points = 60% of Profit Bonus
>15 points = 50% of Profit Bonus

                                              __________________________________
                                              Reviewer's Signature

Corp Exec Officer                     INITIALS: EXECUTIVE /s/JEB  COMPANY /s/DMD