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                                                                  EXHIBIT 10.07


                         DEFERRED COMPENSATION AGREEMENT


THIS AGREEMENT is made and entered into this 27th day of December, 1994, by and
between SYNERGISM, INC., herein referred to as "Corporation" and JAMES RYLEY,
herein referred to as "Employee."

                                    RECITALS

1.      Employee has been employed by Corporation upon terms mutually agreed
        upon from time to time by Corporation and Employee and has rendered
        valuable services to corporation.

2.      Corporation wishes to encourage Employee to continue as an employee of
        Corporation and desires to retain the services of Employee realizing
        that if Employee were to enter into competition with Corporation,
        Corporation might suffer financial loss.

3.      Employee and Corporation's subsidiary CUPERTINO ELECTRIC entered into a
        prior Deferred Compensation Agreement dated September 18, 1972. Employee
        and corporation wish to amend and restate said Deferred Compensation
        Agreement.

                                    AGREEMENT

1.      Employee and Corporation hereby agree to amend and restate the
        aforementioned Deferred Compensation Agreement in accordance with the
        provisions of this Deferred Compensation Agreement as executed on the
        above date by the Employee and Corporation.

2.      Corporation hereby agrees to employ Employee as President or in such
        other capacity or position as the Board of Directors of Corporation may
        from time to time determine.

3.      At any time after Employee has provided ten (10) years of service to
        Corporation or attains age sixty (60), whichever occurs second, such
        date hereinafter referred to as the "retirement date," Employee may
        retire from active and daily service to Corporation. Upon such
        retirement date, Corporation shall pay to Employee a monthly pension of
        seven thousand five hundred dollars ($7,500.00) per month, payable on
        the first business day of each calendar month beginning the first month
        after the retirement date for the remainder of Employee's lifetime. If
        Employee should die after retirement date and Employee is married at
        Employee's death, Corporation will continue to make the monthly payments
        to Employee's spouse for the remainder of Employee's spouse's lifetime.
        If the said spouse does not survive Employee or survives Employee and
        thereafter dies, all benefits under this Agreement shall then terminate.

4.      If Employee should die while still in the active employment of the
        Corporation, but prior to the retirement date, Corporation will pay to
        Employee's spouse seven thousand five hundred dollars ($7,500.00) per
        month for the remainder of Employee's spouse's lifetime beginning the
        first month following the month in which Employee dies. If the said

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        spouse does not survive Employee or survives Employee and thereafter
        dies, all benefits under this Agreement shall then terminate.

5.      If Employee shall leave active employment of Corporation prior to
        retirement date for any reason, this Agreement shall terminate;
        provided, however, that if such retirement is due to a permanent and
        total disability of Employee which prevents Employee from performing
        Employee's duties in a manner satisfactory to Corporation, then all the
        provisions of Paragraphs 3 and 4 of this Agreement shall remain in full
        force and effect, and that payments therein provided shall be made to
        Employee at the retirement date, or to the surviving spouse of Employee
        should Employee die before the retirement date, in the same manner as
        provided herein as if Employee had remained in the active employ of
        Corporation until the date of retirement or prior death.

        For purposes of this Paragraph, a determination by the Board of
        Directors of Corporation that the retirement of Employee is due to
        permanent and total disability shall be binding and conclusive upon all
        parties.

6.      Corporation's obligations to make payments hereunder are conditioned
        upon and shall terminate in the event of the breach of the following:

        Except with reference to permanent and total disability as specified in
        Paragraph 5 of this Agreement, Employee shall have continued in the
        active employ of Corporation until retirement date as prescribed
        hereunder, or until Employee's prior death.

        Absences due to illness, and leave of absence granted by the company
        shall not constitute a breach of this agreement.

7.      Employee, Employee's spouse, or any other beneficiary under this
        Agreement shall have no power to transfer, assign, anticipate,
        hypothecate, or otherwise encumber in advance any of the benefits
        payable hereunder, nor shall said benefits be subject to seizure for the
        payment of any debts or judgments, or be transferable by operation of
        law in the event of bankruptcy, insolvency, or otherwise.

8.      Nothing in this Agreement shall affect any right which Employee may
        otherwise have to participate in, or under, any other retirement plan or
        agreement which Corporation may now or hereafter have.

9.      Notwithstanding the provision of Paragraph 3 of this Agreement,
        Employee, with the consent of Corporation, may continue in active
        employment after the retirement date. In such event, Corporation may
        defer the start of the payments provided for under Paragraph 3 of this
        Agreement until the date of actual retirement.

10.     This Agreement shall be binding upon the parties hereto, their heirs,
        executors, Administrators, successors or assigns. In the event of any
        consolidation or merger of Corporation into or with another corporation,
        or the sale of all or substantially all the stock of Corporation, or the
        sale of all or substantially all of the assets of Corporation, such
        successor corporation or buyer, as the case may be, shall assume this
        contract and


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        shall become obligated to perform all of the terms and conditions
        hereof, and Employee's obligation shall continue in favor of
        Corporation, or its successors or assigns.

11.     Notwithstanding any other provisions of this Agreement, Corporation
        reserves the right to terminate this Agreement or the Employee's
        employment at any time prior to Employee's retirement date, in which
        event this Agreement shall automatically terminate, and Corporation
        shall have no further obligation hereunder.

12.     The rights accruing to Employee or any designee under the provisions of
        this Agreement shall be solely those of an unsecured creditor of
        Corporation.

        IN WITNESS WHEREOF, this Agreement has been executed by the parties on
the date first above written.



                                           SYNERGISM, INC.



                                           By: /s/ Eugene A. Ravizza
                                               -------------------------------
                                               PRESIDENT



                                           By: /s/ James S. Ryley
                                               -------------------------------
                                               SECRETARY



EMPLOYEE:


/s/ James S. Ryley
------------------
JAMES RYLEY


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                   Deferred Compensation Agreement - Amendment

This amendment is made to the agreement dated December 27th, 1994 between
Synergism, Inc., herein referred to as "Corporation" and James Ryley, herein
referred to as "Employee."

Agreement Section 3 is amended to read:

At which time after Employee is retired from the Corporation, such date
hereinafter referred to as the "retirement date," the Corporation shall pay to
Employee a monthly pension of Seven Thousand Five Hundred ($7,500.00) dollars
per month, payable on the first business day of each calendar month and
continuing for one hundred and eighty (180) months.

This amendment is agreed and entered into this 19th day of June, 2000.

Synergism, Inc.

By: /s/ Eugene A. Ravizza
    --------------------------
    President

By: /s/ Claranne R. Long
    --------------------------
    Asst. Secretary

Employee:

    /s/ James S. Ryley
    --------------------------
    James S. Ryley