EXECUTIVE EMPLOYMENT AGREEMENT


     This Agreement is made as of this 28th day of January, 2004, by and between
Brown Jordan International, Inc., a Florida corporation (the "Company"), and Mr.
John Frederick (the "Executive").

                                    Recitals

     The Company desires to employ the Executive and the Executive desires to be
employed  by the  Company,  upon the  terms  and  conditions  set  forth in this
Agreement.

     NOW THEREFORE,  in consideration of (a) the Executive's employment with the
Company, (b) the compensation paid to the Executive and the benefits provided to
the Executive in connection with such employment, (c) the Executive's use of the
equipment,  supplies,  facilities and other resources of the Company and (d) the
opportunity  provided  to  the  Executive  by  the  Company  to  acquire  or use
information  relating  to or based  on the  Company's  business  and to work and
develop in the field for which the Executive is hereby  employed,  and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows.

Article 1

                        INTERPRETATION OF THIS AGREEMENT

     1.1 Defined  Terms.  As used  herein,  capitalized  terms when used in this
Agreement shall have the meanings set forth in Annex 1.

     1.2  Interpretation.  The words "herein,"  "hereof,"  "hereunder" and other
words of similar import refer to this Agreement and not any particular  section,
paragraph, subparagraph or clause contained in this Agreement. Wherever from the
context it appears  appropriate,  each term  stated in either  the  singular  or
plural  shall  include the  singular  and the  plural,  and  pronouns  stated in
masculine,  feminine or neuter gender shall include the masculine,  feminine and
the neuter.

Article 2

                                   EMPLOYMENT

     2.1 Duration.  The Company agrees to employ the Executive and the Executive
agrees to be so employed for the period  beginning on the date of this Agreement
and ending upon the close of business on December 31, 2006 (the "Initial Term");
provided, that the duration of the Executive's employment shall be automatically
renewed  for  successive  periods of one (1) year each  (each a "Renewal  Term")
unless either party sends written  notice to the other of such party's  decision
not to renew the duration of the Executive's  employment no later than the close
of business  sixty (60) days prior to the date on which the Initial  Term or the
then current  Renewal Term, as the case may be, is set to expire (a "Non-Renewal
Notice").

     2.2  Termination.  The Initial Term or the then current  Renewal  Term,  as
applicable, may be earlier terminated on any one or more of the following dates:
(a) the date  specified  in a Notice of  Termination  given by the  Executive in
connection  with his  resignation  (which shall not be less than sixty (60) days
from the date such Notice of  Termination  is given,  unless a shorter period is
subsequently   requested  by  the  Company  after  receipt  of  such  Notice  of
Termination); (b) the date specified in a Notice of Termination stating that the
Board has determined  that the  Executive's  employment be terminated for Cause;
(c) the date specified in a Notice of Termination  given by the Company  stating
that the Board has determined that the  Executive's  employment with the Company
is no longer in the best interest of the Company (in which event,  the Executive
will be entitled to severance pay as described in Section 2.5.1 below);  (d) the
<PAGE>


date of the  Executive's  death;  or (e)  the  date  specified  in a  Notice  of
Termination  given  by the  Company  in  connection  with a  termination  of the
Executive's  employment  by  reason  of  his  Incapacity.   Notwithstanding  the
foregoing,  if a Notice of Termination  is delivered  under Section 2.2(b) above
and Cause did not in fact exist,  such notice  shall be deemed to be a Notice of
Termination  under  Section  2.2(c).  For purposes of this  Agreement,  the term
"Employment Period" shall mean the period of the Executive's employment, and the
term "Termination Date" shall mean the date on which the Executive's  employment
with the  Company  expires or is  terminated  (whether by the  Executive  or the
Company). Any purported termination of the Executive's employment by the Company
or by the Executive  shall be  communicated  by written Notice of Termination to
the other party hereto in accordance with Section 4.1 below,  which notice shall
indicate the specific  termination  provision in this Section 2.2 relied upon (a
"Notice of Termination").

     2.3 Salary and Benefits. During the Employment Period:

     2.3.1 the Company  will pay the  Executive a base salary at the rate of Two
Hundred  and Sixty  Thousand  Dollars  ($260,000),  per annum  ("Base  Salary"),
payable in installments  consistent with the Company's normal payroll  schedule,
subject to applicable withholding and other taxes;

     2.3.2 the  Executive  will be  entitled to  participate  in all medical and
hospitalization, dental, group life insurance, retirement, and any and all other
fringe  benefit  plans as are from time to time  provided  by the Company to its
executives,  subject  to  the  provisions  of  such  plans,  including,  without
limitation,  eligibility criteria and contribution requirements, as the same may
be in effect from time to time;

     2.3.3  the  Executive  will be  entitled  to a  maximum  of four (4)  weeks
vacation  each year with  salary;  provided,  that in no event may a vacation be
taken at a time when to do so could, in the reasonable  judgment of the Chairman
of the Board on behalf of the Company,  have an adverse  effect on the business,
financial condition, results of operations,  reputation,  prospects or interests
of the Company;

     2.3.4  the  Executive  will be  entitled  to  reimbursement  of  reasonable
business  expenses   incurred  by  the  Executive   (subject  to  submission  of
appropriate  substantiation  by the  Executive in  accordance  with the rules in
place for other executives of the Company);

     2.3.5 the  Executive  will be  entitled  to either  (x) a Company  provided
automobile  of a type equal or similar to a BMW  5-series  or (y) an  automobile
allowance  of  Seven  Hundred  and  Fifty  Dollars  ($750)  per  month  less all
applicable withholding, whichever is better for the Company;

     2.3.6 the  Executive  will be  entitled  to a signing  bonus of Twenty Five
Thousand Dollars ($25,000) less all applicable withholding, payable on the first
normally scheduled payroll after the date hereof; and

     2.3.7 the Executive will be entitled to  reimbursement of certain costs and
expenses and the associated  tax impact of such costs and expenses,  incurred by
the Executive  associated with (x) the remaining lease payment  obligations on a
home the Executive is leasing in Connecticut,  and (y) moving his automobile and
personal  affects  from  Connecticut  to Florida;  provided,  that the costs and
expenses of (x) and (y) above shall not exceed  $11,000  without  obtaining  the
approval of the Chairman of the Board.

     2.4 Duties and Services.  During the Employment  Period, the Executive will
render such services of an executive and  administrative  character as the Chief
Administrative Officer and as an Executive Vice President for the benefit of the
Company or any of the Company's Subsidiaries as either the Chairman of the Board
or the  Company's  Chief  Executive  Officer may from time to time  direct.  The
Executive's  duties  and  services  will  include,  without  limitation,   being
primarily  responsible  for all  aspects of the  Company's  finances,  financial
reporting,  human resources,  information  technology,  and legal. The Executive
will devote his best  efforts and  substantially  all of his  business  time and
attention  (except for  vacation  periods and  reasonable  periods of illness or
other  incapacity) to the provision of duties and services under this Agreement.
<PAGE>


Nothing in this  Agreement  shall  prohibit the Executive from engaging in trade
association activities,  including serving as a board member or committee member
to trade associations or charitable  organizations;  provided, that none of such
activities  interfere  with  the  performance  of  the  Executive's  duties  and
responsibilities  to the Company under this Agreement;  and, provided,  further,
that such activities are previously  approved by the Chairman of the Board.  The
Executive  shall travel at such times and to such  locations as the  Executive's
duties and responsibilities shall require.

     2.5 Severance Pay.

     2.5.1 If the  Executive's  employment is terminated by the Company  without
Cause  pursuant to Section  2.2(c)  above at any time during the Initial Term or
any Renewal Term then in effect, or expires due to delivery of written notice by
the  Company  of its  decision  not to renew  this  Agreement  at the end of the
Initial Term or any Renewal  Term,  then,  subject to the  provisions of Section
2.5.4 below,  the Company will pay to the  Executive as severance  pay an amount
equal to the amount of Base Salary then in effect.

     2.5.2 The  payments to be made by the Company to the  Executive  under this
Section  2.5  shall  be made  either  (at the  Company's  sole  option),  (a) in
installments,  and on the payment dates,  during the twelve months following the
Termination  Date (the  "Severance  Period")  on which  Base  Salary  would have
otherwise been paid had the Executive's  employment not been terminated,  or (b)
in a single payment not later than sixty (60) days after the  Termination  Date,
in which  event the single  payment  will be an amount  equal to the net present
value  (calculated  using a seven  percent (7%)  discount rate per annum) of all
future  payments of such Base Salary  through the end of the  Severance  Period.
Upon the making of the last of such  payments,  the Company will have no further
obligation  to the  Executive.  All  payments  shall be  subject  to  applicable
withholding and other taxes.

     2.5.3 During any Severance  Period and subject to the provisions of Section
2.5.4 below, the Company will, in addition to such payments,  arrange to provide
the Executive with benefits  substantially  similar to those which the Executive
was  receiving  or entitled to receive  under the  Company's  life,  disability,
accident  and group  health  insurance  plans or any similar  plans in which the
Executive was participating  immediately prior to the Termination Date ("Welfare
Plan  Benefits") at a cost to the Executive which is not  substantially  greater
than the cost to him in effect at the Termination  Date;  provided,  that to the
extent any such coverage is  prohibited,  whether by any judicial or legislative
authority or  otherwise,  the Company  shall make  alternative  arrangements  to
provide the  Executive  with Welfare Plan  Benefits or to provide the  Executive
with a payment  in an  amount  equal to the  Company's  cost of  purchasing  its
portion of the Welfare  Plan  Benefits.  Benefits  otherwise  receivable  by the
Executive  pursuant  to the  preceding  sentence  shall be reduced to the extent
comparable  benefits are actually received on the Executive's  behalf during the
Severance  Period.  The Executive  shall  promptly  report to the Company of the
Executive's participation in, or receipt of, any such comparable benefits.

     2.5.4 The Executive's right to receive, and the Company's obligation to pay
and provide,  any of the payments and benefits  provided for in this Section 2.5
shall be subject to (a) the Executive's  compliance with, and observance of, all
of the  Executive's  obligations  under this Agreement that continue  beyond the
Termination Date and (b) the Executive's execution,  delivery and non-revocation
of, and performance  under, a release in favor of the Company and its Affiliates
in form  attached  hereto  as  Exhibit A (as such  form may be  modified  by the
Company so as to comply with all applicable laws as then in effect) within seven
(7) business days of the Termination Date.

     2.6 Incentive Compensation and Bonus Program.

     2.6.1 During the  Employment  Period,  the  Executive  shall be entitled to
receive  incentive  compensation in accordance with the terms and subject to the
conditions of such incentive  compensation  and bonus  programs,  if any, as are
agreed upon in writing from time to time between the  Executive and the Chairman
of the Board or the Chief Executive  Officer (on behalf of the Company).  Unless
otherwise  provided  in the written  incentive  compensation  and bonus  program
agreed upon  between the  Executive  and the  Chairman of the Board or the Chief
<PAGE>


Executive  Officer with respect to any particular  period,  the target incentive
compensation  shall be an amount equal to Fifty Percent (50%) of the Executive's
Base Salary during such period; provided, that the Executive shall be guaranteed
Forty  Thousand  Dollars  ($40,000)  of  incentive  compensation  for 2004 on an
annualized basis, prorated from the date hereof through December 31, 2004.

     2.6.2 If the Employment Period is terminated  pursuant to Section 2.2 above
prior to the end of the period with respect to which any incentive  compensation
or bonus is payable,  then the Executive will be entitled to receive any payment
on account of any such incentive compensation or bonus on a pro rated basis from
the beginning of the incentive compensation period through the Termination Date,
if any.  However,  the  Executive  will not be  entitled to  participate  in the
incentive compensation plans during the Severance Period.

     2.6.3 The  payment  of all such  incentive  compensation  and  bonuses  are
subject to applicable withholding and other taxes.

Article 3

                      PROPERTY AND BUSINESS OF THE COMPANY

     3.1  Nondisclosure.  During the  Employment  Period and during the  periods
described  in the last  sentence of this Section  3.1,  the  Executive  (a) will
receive and hold all Company  Information in trust and in strictest  confidence,
(b) will protect the Company  Information  from  disclosure and will in no event
take any action  causing,  or fail to take any action  reasonably  necessary  to
prevent,  any Company Information to lose its character as Company  Information,
(c)  will  not,  directly  or  indirectly,  use or  assist  others  to  use  any
Confidential  Information  to the detriment of the Company,  its business or its
interests, and (d) except as required by the Executive's duties in the course of
his  employment  by the  Company or by  applicable  law,  will not,  directly or
indirectly,  use,  disseminate or otherwise disclose any Company  Information to
any third party  without the prior  written  consent of the Board,  which may be
withheld in the Board's absolute discretion.  The provisions of this Section 3.1
shall  survive  the  Termination  Date (i) for a period of five (5)  years  with
respect to Confidential Information, and (ii) with respect to Trade Secrets, for
so long as any such  information  qualifies as a Trade  Secret under  applicable
law.

     3.2 Books and  Records.  All  books,  records,  reports,  writings,  notes,
notebooks,  computer  programs,  sketches,  drawings,  blueprints,   prototypes,
formulas, photographs,  negatives, models, equipment, chemicals,  reproductions,
proposals,  flow sheets,  supply  contracts,  customer lists and other documents
and/or things  relating in any manner to the business of any of the Parent,  the
Company or any of their  respective  Subsidiaries  (including but not limited to
any of the same embodying or relating to any  Confidential  Information or Trade
Secrets),  whether  prepared  by the  Executive  or  otherwise  coming  into the
Executive's  possession,  shall be the  exclusive  property of the  Parent,  the
Company  or such  Subsidiary,  as the  case may be,  and  shall  not be  copied,
duplicated,  replicated,  transformed,  modified or removed from the premises of
the Company except pursuant to and in furtherance of the business of the Company
and shall be returned  immediately to the Company on the Termination  Date or on
the Company's request at any time.

     3.3  Inventions  and Patents.  The  Executive  agrees that all  inventions,
innovations or  improvements  related to the  Company's,  the Parent's or any of
their  respective  subsidiaries'  business or planned  business  (including  new
contributions,  improvements,  ideas and discoveries, whether patentable or not)
conceived or made by him during his  employment  with the Company  belong to the
Company and the Executive hereby assigns all of such inventions, innovations and
improvements, contributions, ideas and discoveries to the Company. The Executive
will  promptly   disclose  such   inventions,   innovations  and   improvements,
contributions,  ideas  and  discoveries  to the Board and  perform  all  actions
reasonably requested by the Board to establish and confirm such ownership.

<PAGE>


     3.4 Noncompetition.  During the Employment Period and for a period of three
(3) years from and after the Termination  Date, the Executive will not, directly
or indirectly, engage in, or have any interest in any other Person, whether as a
debt or equity holder, employee,  officer,  director,  member, manager, partner,
agent, security holder,  consultant or otherwise,  that, directly or indirectly,
(a) manufactures,  distributes,  designs,  sells or resells outdoor and contract
furniture or furnishings  consistent  with the Company's  existing  business and
actively planned business, or (b) is engaged in any other line of business that,
as of the  Termination  Date,  any of the  Parent,  the  Company or any of their
respective  Subsidiaries  is  engaged  in or has  active  plans to be engaged in
(collectively, the "Restricted Business") in any geographic area in which any of
the Parent,  the Company or any of their  respective  Subsidiaries,  directly or
indirectly,  engaged  in (or had  active  plans  to  engage  in) the  Restricted
Business as of the  Termination  Date and during the one (1) year period  before
the Termination Date (the  "Restricted  Area");  provided,  that nothing in this
Section  3.4 shall be deemed to prevent the  Executive  from  acquiring  through
market  purchases and owning,  solely as a passive  investment,  less than three
percent  (3%) in the  aggregate  of the  equity  securities  of any class of any
issuer to the extent such shares are registered  under Section 12(b) or 12(g) of
the  Securities  Exchange Act of 1934, and are listed or admitted for trading on
any United  States  national  securities  exchange or are quoted on the National
Association of Securities  Dealers Automated  Quotations  System, or any similar
system of automated  dissemination of quotations of securities  prices in common
use, so long as the Executive is not a member of any "control group" (within the
meaning  of the  rules and  regulations  of the  United  States  Securities  and
Exchange Commission) of any such issuer.

     3.5  Non-Solicitation of Employees.  During the Employment Period and for a
period of two (2) years from and after the Termination  Date, the Executive will
not, directly or indirectly, (a) solicit for employment or employ (or attempt to
solicit for  employment or employ),  for the Executive or on behalf of any other
Person  (other  than  the  Parent,  the  Company  or  any  of  their  respective
Subsidiaries),  any  employee of any of the Parent,  the Company or any of their
respective  Subsidiaries  or any  Person  who was such an  employee  during  the
one-year  (1) period  preceding  the date of such  solicitation,  employment  or
attempted  solicitation  or  employment,  or (b)  encourage any such employee to
leave his or her employment with any of the Parent,  the Company or any of their
respective Subsidiaries.

     3.6  Non-Solicitation  of Others.  During the  Employment  Period and for a
period of three (3) years from and after the  Termination  Date,  the  Executive
will not, directly or indirectly,  (a) solicit, call on or transact or engage in
any business activity related to the Restricted Business, with (or attempt to do
any of the  foregoing  with  respect  to)  any  customer,  distributor,  vendor,
supplier  or agent  with whom any of the  Parent,  the  Company  or any of their
respective Subsidiaries shall have dealt, or that any of the Parent, the Company
or any of their respective  Subsidiaries  shall have actively sought to deal, at
any time during the one year (1) period preceding the date of such solicitation,
call, transaction or engagement,  for or on behalf of the Executive or any other
Person  (other  than  the  Parent,  the  Company  or  any  of  their  respective
Subsidiaries)  for a purpose which could be competitive  with any of the Parent,
the Company or any of their  respective  Subsidiaries  or (b) encourage any such
customer, distributor,  vendor, supplier or agent to cease, in whole or in part,
its business  relationship with any of the Parent, the Company,  or any of their
respective Subsidiaries.

     3.7 Impact of Reorganization Related to Federal Bankruptcy Proceedings.  If
during the Initial Term or subsequent  Renewal Term, the Company  voluntarily or
involuntarily enters into a proceeding under Chapter 7 or Chapter 11 of Title 11
of the United States Bankruptcy Code and this agreement,  as may be amended from
time to time,  is not  assumed  by the  Company  and  approved  by the  relevant
judicial  authority,  the  obligations  of  Section  3 are  not  binding  to the
Executive.

     3.8 Covenants  Reasonable.  The Executive  acknowledges and agrees that the
covenants  provided for in this Article 3 are  reasonable and necessary in terms
of scope, duration,  area, line of business and all other matters to protect the
Parent's, the Company's and their respective  Subsidiaries'  legitimate business
interests,  which  include,  among other,  business  interests in protecting (a)
valuable confidential business information,  (b) substantial  relationships with
customers  throughout the Restricted Area and (c) customer  goodwill  associated
with their respective businesses.
<PAGE>


     3.9  "Blue-Pencil"  Provision.  To the  extent  that any of the  provisions
contained in this Article 3 may later be  adjudicated by a court to be too broad
to be enforced with respect to any of such provision's  scope,  duration,  area,
line of business or any other matter,  such provision shall be deemed amended by
limiting and reducing such provision's scope,  duration,  area, line of business
or other matter,  as the case may be, so as to be valid and  enforceable  to the
maximum extent compatible with the applicable laws of such jurisdiction and this
Article 3 as drafted, such amendment only to apply with respect to the operation
of such provision in the applicable  jurisdiction in which such  adjudication is
made.

                                   Article 4

                                  MISCELLANEOUS

     4.1 Notices.  Any notice,  request,  demand,  claim or other  communication
hereunder  that is required to be made in writing  shall be deemed duly given on
the fifth (5th)  business  day after if it is sent by  registered  or  certified
mail, return receipt  requested,  postage prepaid,  or, on the next business day
after if sent by a reputable  overnight  courier  such as Federal  Express,  and
addressed to the intended recipient as set forth below:

                  If to the Executive:          To the Executive's last
                                                known address as set forth
                                                in the Company's payroll
                                                records.

                  If to the Company:            c/o Trivest Partners, L.P.
                                                2665 South Bayshore Drive
                                                Suite 800
                                                Miami, Florida 33133
                                                Attention: David Gershman, Esq.
                                                Facsimile: (305) 858-1629

     Either party hereto may send any notice,  request,  demand,  claim or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, messenger service, telecopy,
telex, ordinary mail or electronic mail), but no such notice,  request,  demand,
claim or other  communication shall be deemed to have been duly given unless and
until it actually is received by the  intended  recipient;  provided,  that such
communication  is also sent by  registered  or  certified  mail or by  reputable
overnight  courier  within five  business  days of the  original  communication.
Either party hereto may change the address to which notices, requests,  demands,
claims and other  communications  hereunder  are to be  delivered  by giving the
other party notice in the manner herein set forth.

     4.2 Severability.  Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any other  jurisdiction,  but this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable  provision had never been contained  herein;  provided,
that if any of the  provisions  of Article 3 are held to be invalid,  illegal or
unenforceable, then such provisions shall be deemed amended in the manner and to
the extent provided for in Section 3.9 above.

     4.3 Complete Agreement.  This Agreement embodies the complete agreement and
understanding  among the  parties  relating  to the  subject  matter  hereof and
supersedes and preempts any prior understandings,  agreements or representations
by or among the parties,  written or oral, which may have related to the subject
matter hereof in any way.

     4.4 Counterparts.  This Agreement may be executed on separate counterparts,
each of which is  deemed  to be an  original  and all of  which  taken  together
constitute one and the same agreement.  Any telecopied signature shall be deemed
a manually executed and delivered original.
<PAGE>


     4.5 Successors and Assigns. This Agreement is intended to bind and inure to
the benefit of and be  enforceable  by the  Executive  and the Company and their
respective successors and assigns (and, in the case of the Executive,  heirs and
personal  representatives),  except  that  Executive  may not  assign any of his
rights or delegate any of his obligations hereunder.

     4.6  Equitable  Remedies.  The Executive  acknowledges  and agrees that the
Company  would  not  have an  adequate  remedy  at law in the  event  any of the
provisions  of  Article 3 above  are not  performed  in  accordance  with  their
specific terms, are breached or are threatened to be breached.  Accordingly, the
Executive  agrees that the Company  shall be entitled,  in addition to any other
rights  and  remedies  which  may  be  available  to  it,  to an  injunction  or
injunctions to prevent  breaches of Article 3 above and to enforce  specifically
the  terms and  provisions  thereof  in any  action  instituted  in any court of
competent  jurisdiction,  and without any  requirement  to post or bond or other
security.

     4.7 Choice of Law; Jurisdiction and Venue. This Agreement shall be governed
and construed in accordance with the laws of the State of Florida without regard
to  conflicts  of laws  principles  thereof  and all  questions  concerning  the
validity and construction hereof shall be determined in accordance with the laws
of said state.  Subject to the last  sentence of this  Section 4.7, by execution
and delivery of this Agreement,  each party irrevocably  submits to the personal
and  exclusive   jurisdiction  of  any  federal  or  state  court  of  competent
jurisdiction  located in the County of Broward,  State of Florida, in any action
or  proceeding  arising  out  of  or  relating  to  this  Agreement  and  hereby
irrevocably  agrees,  on behalf of  himself,  herself or itself and on behalf of
such party's heirs,  personal  representatives,  successors and assigns that all
claims in respect of such action or  proceeding  may be heard and  determined in
any such  court.  Each party  agrees  that venue  would be proper in any of such
courts,  and hereby waives any  objection  that any such court is an improper or
inconvenient  forum for the resolution of any such action.  The parties  further
agree  that  the  mailing  by  certified  or  registered  mail,  return  receipt
requested,  to the  addresses  specified  for notice in this  Agreement,  of any
process or summons  required by any such court shall constitute valid and lawful
service of process against them,  without the necessity for service by any other
means  provided  by statute or rule of court.  Nothing in this  Agreement  shall
affect or limit any right to serve process in any other manner  permitted by law
or shall be construed to prevent the Company from bringing and  pursuing,  or in
any way limit,  the right of the Company to bring or pursue,  any action arising
out of or in  connection  with  this  Agreement  in any  jurisdiction  where the
Executive is subject to personal jurisdiction and venue is proper.

     4.8 Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL
BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER IN TORT,  CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

     4.9 Amendments  and Waivers.  No provision of this Agreement may be amended
or waived without the prior written consent of the parties hereto. The waiver by
either party to this  Agreement of a breach of any  provision of this  Agreement
shall not be  construed or operate as a waiver of any  preceding  or  succeeding
breach  of the  same  or any  other  term or  provision  or as a  waiver  of any
contemporaneous  breach of any other term or provision or as a continuing waiver
of the same or any other term or provision.

     4.10  Business  Days.  Whenever  the terms of this  Agreement  call for the
performance  of a  specific  act on a  specified  date,  which  date  falls on a
Saturday,  Sunday or legal  holiday,  the date for the  performance  of such act
shall be postponed to the next  succeeding  regular  business day following such
Saturday, Sunday or legal holiday.
<PAGE>


     4.11 No Third Party  Beneficiary.  Except for the parties to this Agreement
and their respective successors and assigns, heirs and personal  representatives
nothing  expressed  or  implied  in  this  Agreement  is  intended,  or  will be
construed,  to confer upon or give any person other than the parties  hereto and
their  respective  successors  and assigns  any rights or  remedies  under or by
reason of this Agreement.




                      [SIGNATURES APPEAR ON FOLLOWING PAGE]



<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                        BROWN JORDAN INTERNATIONAL, INC.




                                    By: /s/ Earl W. Powell
                                    Earl W. Powell
                                    Chairman


                        EXECUTIVE


                        /s/ John Frederick
                        John Frederick


<PAGE>



                                     ANNEX 1
                                   DEFINITIONS


     "Agreement" means this Executive Employment  Agreement,  as the same may be
amended, supplemented, or modified.

     "Affiliate"  has the meaning  given to it in Rule 12b-2 of the  regulations
promulgated under the Securities Exchange Act of 1934, as amended.

     "Base Salary" has the meaning given to it in Section 2.3.1 hereof.

     "Board" means the Board of Directors of the Company.

     "Cause" means any one or more of the following: (a) the repeated failure or
refusal  by the  Executive  to  perform  the  Executive's  duties or render  the
services  reasonably  assigned from time to time by the Board or the Chairman of
the Board or the Chief Executive  Officer (other than any such failure resulting
from the Executive's  incapacity during periods of sick leave); (b) the engaging
by the Executive in conduct which the Board  reasonably  determines is injurious
to the Company or any of its Affiliates, monetarily or otherwise, or which could
result in a Material  Adverse Effect;  (c) the commission by the Executive of an
act or acts involving fraud,  embezzlement,  misappropriation,  theft, breach of
fiduciary duty or dishonesty against the property or personnel of the Company or
any  of  its  Affiliates;  (d)  the  Executive's  gross  negligence  or  willful
misconduct in the  performance of his duties as an employee of the Company,  (e)
the charging or indictment of the Executive (or Executive's plea of guilty or no
contest prior to any charge or indictment) in connection  with a felony or crime
of moral turpitude, (f)) chronic absenteeism, (g) substance abuse, (h) any other
material  breach  by the  Executive  of any of the terms or  provisions  of this
Agreement  (other  than  Article 3 of this  Agreement)  or any  other  agreement
between the Company and the Executive,  which other material breach is not cured
within ten (10) business days of notice by the Company; or (i) any breach of any
of the terms of Article 3 of this Agreement.

     "Chairman of the Board" means Earl W. Powell or any successor  elected by a
majority of the Board.

     "Chief Executive Officer" means Bruce Albertson or any successor elected by
a majority of the Board.

     "Company" has the meaning given to it in the preamble hereof.

     "Company  Information"  means  Confidential  Information and Trade Secrets.

     "Confidential   Information"   means  confidential  data  and  confidential
information relating to the business of any of the Parent, the Company or any of
their  respective  Subsidiaries  (that  does not rise to the  status  of a Trade
Secret under  applicable  law) that is or has been disclosed to the Executive or
of  which  the  Executive  became  aware  as a  consequence  of or  through  his
employment with the Company or any of its Subsidiaries and that has value to the
Parent, the Company or any of their respective Subsidiaries and is not generally
known to any of their respective competitors.  Confidential Information does not
include any data or information that (a) has been  voluntarily  disclosed to the
general  public  by the  Company  (other  than  by any  act or  omission  of the
Executive  in breach of this  Agreement),  or (b)  otherwise  enters  the public
domain through lawful means.

     "Employment Period" has the meaning given to it in Section 2.2 hereof.

     "Executive" has the meaning given to it in the preamble of this Agreement.
<PAGE>


     "Incapacity"  means the  Executive's  inability  to perform  the  essential
functions  of his  employment  as  required  by this  Agreement  as a result  of
incapacity  due to  physical  or mental  injury or illness  for any thirty  (30)
consecutive days or more than sixty (60) days, in the aggregate  (whether or not
consecutive), during any three hundred sixty-five (365) day period.

     "Initial Term" has the meaning given to it in Section 2.1 hereof.

     "Material  Adverse Effect" means a material adverse effect on the business,
assets,  properties,  results of  operations,  financial  condition,  prospects,
reputation or interests of the Company or any of its Affiliates.

     "Non-Renewal Notice" has the meaning given to it in Section 2.1 hereof.

     "Notice of Termination" has the meaning given to it in Section 2.2 hereof.

     "Parent" means WLFI Holdings, Inc., a Florida corporation.

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability  company or  partnership,  an  association,  a joint stock company,  a
trust, a joint venture, an unincorporated  organization or a governmental entity
(or any department, agency or political subdivision thereof).

     "Renewal Term" has the meaning given to it in Section 2.1 hereof.

     "Restricted Area" has the meaning given to it in Section 3.4 hereof.

     "Restricted Business" has the meaning given to it in Section 3.4 hereof.

     "Severance Period" has the meaning given to it in Section 2.5.2 hereof.

     "Subsidiary"  when used with respect to any Person means any other  Person,
whether  incorporated  or  unincorporated,  of which  (a)  more  than 50% of the
securities or other  ownership  interests or (b)  securities or other  interests
having by their terms ordinary  voting power to elect more than 50% of the board
of  directors  or others  performing  similar  functions  with  respect  to such
corporation  or other  organization,  is,  in  either  such  case,  directly  or
indirectly  owned  or  controlled  by such  Person  or by any one or more of its
Affiliates.

     "Termination Date" has the meaning given to it in Section 2.2 hereof.

     "Trade Secrets" means information of any of the Parent,  the Company or any
of their  respective  Subsidiaries  including,  but not limited to, technical or
non-technical data, formulas, patterns, compilations,  programs, financial data,
financial plans, product or service plans,  business plans or lists of actual or
potential  customers or suppliers  that (a) derives  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  its  disclosure  or use,  and  (b) is the  subject  of  efforts  that  are
reasonable under the circumstances to maintain its secrecy.

     "Welfare  Plan  Benefits"  has the  meaning  given to it in  Section  2.5.3
hereof.




<PAGE>




                                    EXHIBIT A
                                 FORM OF RELEASE


[DATE], 200__

[NAME OF EMPLOYEE]
[ADDRESS]
[CITY], Florida [ZIP]

Dear: [NAME OF EMPLOYEE]

     Reference is made to the Executive Employment Agreement between the Company
and you dated  [____________,  200__]. This letter serves to document our mutual
understanding regarding the terms of your severance payments, and a full release
of any and all actual or potential  claims relating to periods prior to the date
that this letter becomes effective.

     [40 YRS OLD OR ABOVE:  Provided  that you execute  this  letter  (including
attachments  A&B) prior to the expiration of twenty-two (22) days after the date
hereof and you do not  subsequently  revoke this letter in  accordance  with the
provisions on revocation  set forth on Attachment B hereto] [UNDER 40 YEARS OLD:
Provided that you execute this letter  (including  attachment  A)], we shall, as
severance pay, (1) continue to pay you your annual base salary of [$INITIAL BASE
SALARY] as presently in effect in  installments in accordance with the Company's
normal  pay  periods  (subject  to our  right  under  Section  2.5.2  (b) of the
Employment  Agreement to pay  severance in a  discounted  lump sum),  subject to
applicable withholdings,  with no further benefit accrual (except as provided in
the next clause  (2)),  and (2)  continue  to provide  you with the  benefits as
described in, and in accordance  with the  provisions  of,  Section 2.5.3 of the
Employment  Agreement for a period ending on [DATE SEVERANCE  ENDS]. As provided
in the  Employment  Agreement,  our  obligation to pay you such severance and to
provide you such  benefits is subject to your  continued  compliance  with,  and
observance  of, all of your  obligations  under the Employment  Agreement  which
continue beyond the date on which your employment with the Company terminated.
<PAGE>


     We  look  forward  to  working  with  you on a  smooth  transition  of your
responsibilities to others. We all appreciate your past efforts on behalf of the
Company and will be happy to help you implement your future plans.


                                                 Very Truly Yours,




Agreed and accepted:


-----------------------------------------------------
[NAME OF EMPLOYEE]


Date: _______________________________________________


[NAME OF EMPLOYER]


-----------------------------------------------------
By:
Title:
Date: _______________________________________________



<PAGE>




                  ATTACHMENT A: RELEASE AND COVENANT NOT TO SUE

     1._______Release.  I, [INSERT NAME],  do hereby release and discharge [NAME
OF  EMPLOYER],   each  of  its  partners,   and  each  of  their  subsidiaries',
stockholders'  and  subsidiaries'  officers,   directors,   members,   managers,
partners,  stockholders,  employees,  representatives,   agents  and  affiliates
(collectively, the "Employer Affiliates", and each an "Employer Affiliate") from
any and all claims, demands or liabilities whatsoever,  whether known or unknown
or  suspected  to exist by me,  which I ever  had or may now  have  against  any
Employer  Affiliate,  from the  beginning of time to the  Effective  Date of the
letter (including its attachments),  including,  without limitation, any claims,
demands or liabilities  in connection  with my  employment,  including  wrongful
termination,  constructive  discharge,  breach of express  or implied  contract,
unpaid wages,  benefits,  attorneys fees or pursuant to any federal,  state,  or
local employment laws, regulations,  or executive orders prohibiting inter alia,
age, race, color, sex, national origin, religion,  handicap, veteran status, and
disability discrimination, including, without limitation, the Age Discrimination
in Employment  Act, Title VII of the Civil Rights Act of 1964, as amended by the
Civil Rights Act of 1991, the Civil Rights Act of 1866, the Employee  Retirement
Income Security Act of 1974, any state statute relating to employee  benefits or
pensions,  the Americans with Disabilities Act of 1990, [INSERT APPLICABLE STATE
LAWS],  the Florida Civil Rights Act of 1992 (formerly known as the Civil Rights
Act of 1977),  and the Florida  Whistle-Blower  Law. This Release does not waive
rights or claims that may arise after the  Effective  Date.  I fully  understand
that if any fact  with  respect  to which  this  Release  is  executed  is found
hereafter  to be  other  than or  different  from the  facts in that  connection
believed  by me to be true,  I  expressly  accept  and  assume  the risk of such
possible difference in fact and agree that the release set forth herein shall be
and remain effective  notwithstanding such difference in fact. I acknowledge and
agree that no  consideration  other than as provided  for by the letter to which
this  release  is an  attachment  has been or will be paid or  furnished  by any
Employer Affiliate.

     2.  Covenant Not to Sue. I covenant and agree never,  individually  or with
any person or in any way, to  commence,  aid in any way,  prosecute  or cause or
permit to be commenced or prosecuted  against any Employer  Affiliate any action
or other  proceeding,  including,  without  limitation,  an arbitration or other
alternative dispute resolution procedure, based upon any claim, demand, cause of
action,  obligation,  damage,  or  liability  that is the subject of this letter
(including its attachments).  I represent and agree that I have not and will not
make or file or cause to be made or filed  any  claim,  charge,  allegation,  or
complaint, whether formal, informal, or anonymous, with any governmental agency,
department  or  division,  whether  federal,  state or  local,  relating  to any
Employer  Affiliate in any manner,  including without  limitation,  any Employer
Affiliate's  business  or  employment  practices.  I waive any right to monetary
recovery should any  administrative or governmental  agency or entity pursue any
claim on my behalf.

     3.  Indemnification.  I agree to indemnify and hold each Employer Affiliate
harmless  from  and  against  any  and  all  claims,   including  each  Employer
Affiliate's court costs and attorneys' fees,  arising from or in connection with
any claim,  action, or other proceeding made, brought, or prosecuted,  or caused
or permitted to be commenced or prosecuted, by me, my successor(s), or assign(s)
contrary to the  provisions of the letter  (including  its  attachments).  It is
further  agreed  that the letter  (including  its  attachments)  shall be deemed
breached and a cause of action accrued thereon immediately upon the commencement
of any action  contrary to the letter  (including the  attachments),  and in any
such  action  the  letter  (including  its  attachments)  may be  pleaded by the
Employer Affiliates,  or any of them, both as a defense and as a counterclaim or
cross-claim in such action.

     4. Important General Provisions. If any provisions of the letter (including
its  attachments) is held to be invalid or unenforceable by a court of competent
jurisdiction,  such invalidity or unenforceability shall not affect the validity
and enforceability of the other provisions thereof, and the provision held to be
invalid or  unenforceable  shall be enforced as nearly as possible  according to
its original terms and intent to eliminate such invalidity or  unenforceability.
The  provisions  hereof  shall be governed  by, and  construed  and  enforced in
accordance  with, the laws of the State of  [_________],  both  substantive  and
remedial. The undersigned hereby waives trial by jury in any judicial proceeding
involving,  directly or  indirectly,  any matter  (whether in tort,  contract or
otherwise)  in any way arising  out of,  related to, or  connected  hereto,  the
partnership  agreements  or  the  relationship   established  under  the  letter
(including its attachments).
<PAGE>


     5. Right to Consult  Attorney.  I ACKNOWLEDGE THAT I HAVE BEEN ADVISED,  IN
WRITING,  TO CONSULT WITH AN ATTORNEY  PRIOR TO EXECUTING THE LETTER  (INCLUDING
ITS ATTACHMENTS).


______________________________                    ______________________________
[NAME OF EMPLOYEE]                                Date


<PAGE>



   ATTACHMENT B: WAIVER OF CLAIMS UNDER OLDER WORKERS' BENEFIT PROTECTION ACT

     PURSUANT TO THE OLDER WORKERS BENEFIT PROTECTION ACT (OWBPA), WHICH APPLIES
TO THE WAIVER OF RIGHTS  UNDER THE AGE  DISCRIMINATION  IN  EMPLOYMENT  ACT, THE
UNDERSIGNED  STATES THAT  HE/SHE HAS HAD A PERIOD OF 21  CALENDAR  DAYS FROM THE
DATE HE/SHE WAS PRESENTED WITH THE LETTER  (INCLUDING ITS ATTACHMENTS)  ([INSERT
DATE])  WITHIN  WHICH TO CONSIDER THE LETTER  (INCLUDING  ITS  ATTACHMENTS)  AND
HIS/HER  DECISION TO EXECUTE THE SAME, THAT HE/SHE HAS CAREFULLY READ THE LETTER
(INCLUDING  ITS  ATTACHMENTS),  THAT HE/SHE HAS HAD THE  OPPORTUNITY  TO HAVE IT
REVIEWED BY AN  ATTORNEY,  THAT HE/SHE FULLY  UNDERSTANDS  ITS FINAL AND BINDING
EFFECT,  THAT THE ONLY PROMISES MADE TO HIS/HER TO SIGN THE RELEASE SET FORTH ON
ATTACHMENT A ARE THOSE STATED IN THE LETTER  (INCLUDING  ITS  ATTACHMENTS),  AND
THAT THE  UNDERSIGNED IS SIGNING  VOLUNTARILY  WITH THE FULL INTENT OF RELEASING
THE EMPLOYER AFFILIATES OF ALL CLAIMS.

     THE  UNDERSIGNED  SHALL  HAVE A PERIOD  OF SEVEN  CALENDAR  DAYS  FOLLOWING
HIS/HER EXECUTION OF THE LETTER (INCLUDING ITS ATTACHMENTS) TO REVOKE THE LETTER
(AND  ITS  ATTACHMENTS).  THE  LETTER  (AND  ITS  ATTACHMENTS),   INCLUDING  THE
OBLIGATION  TO PAY  SEVERANCE,  SHALL NOT BECOME  EFFECTIVE  IF THE  UNDERSIGNED
TIMELY EXERCISES THIS RIGHT OF REVOCATION.  TO BE EFFECTIVE,  ANY SUCH NOTICE OF
REVOCATION  MUST BE IN  WRITING,  AND MUST BE  RECEIVED  WITHIN  SAID  SEVEN-DAY
PERIOD.  THE LETTER (AND ITS ATTACHMENTS) SHALL BECOME EFFECTIVE UPON EXPIRATION
OF THE REVOCATION PERIOD, IF THE UNDERSIGNED HAS NOT PRIOR THERETO EXERCISED HER
RIGHT OF REVOCATION (THE "EFFECTIVE DATE").


____________________________                       _____________________________
[NAME OF EMPLOYEE]                                 Date