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                                                                   EXHIBIT 10.1
 
  In Madrid, on the 19 day of September, 1997.
 
  BY AND BETWEEN:
 
  THE FIRST PARTY: MR. JOSE LUIS DE LA GUARDIA, of legal age, holding Spanish
nationality whose marital status is married, and profession is Lawyer, with
professional address in 28036 Madrid, Avda. Burgos, n/degrees/ 12, and
National Identification Number 1397768; and,
 
  THE SECOND PARTY: MR. THIERRY REYNERS, of legal age, holding French
nationality, whose marital status is married, and profession is Executive,
with professional address in 28036 Madrid, Avenida Burgos, n/degrees/ 12, and
Residence Permit Number X-339491-B.
 
  ACTING:
 
  The first party in the name and on behalf of USF EUROHOLDING, S.A., with
registered offices in 28036 Madrid, Avenida Burgos, 12 (hereinafter "the
COMPANY").
 
  The second party (hereinafter "the HIREE"), on his own behalf and right, who
expressly admits that the contents of this document are an integral part of
his employment contract with the COMPANY and undertakes, based on the
principle of contractual trust, to loyally respect all that is determined
below.
 
  WHEREAS:
 
  It is the wish of both parties to regulate the terms and conditions by which
the position of General Manager carried out by the HIREE is governed.
 
  Therefore, by virtue of the above, the parties, hereby mutually
acknowledging the legal capacity necessary for engaging and entering into
agreements and especially for conferring this deed, agree to regulate their
reciprocal benefits, pursuant to the provisions of Royal Decree 1382/1985 and
the following:
 
  STIPULATIONS:
 
  ONE--APPOINTMENT AND DURATION
 
  The HIREE is an employee of the COMPANY in the capacity of General Manager,
a position he has held since 1 January 1981.
 
  This employment contract is for an indefinite period. Should the HIREE wish
to terminate it at any moment in the duration thereof, he is obliged to give
notice to the COMPANY a minimum of six months in advance, being held
answerable to any damages brought about by non-fulfilment of this covenant.
 
  TWO--OBLIGATIONS AND DUTIES
 
  The HIREE exercise the powers and faculties corresponding to the position he
holds, and in accordance with the rules and regulations in force for said
entity.
 
  For the duration of this contract, and without prejudice to the obligations
and responsibilities inherent to the office of General Manager of the COMPANY
that the HIREE holds, the latter must:
 
    a) Spend the time and attention necessary for his duties to the COMPANY,
  serving it loyally to the best of his expertise and experience, and make
  the best effort possible to foster the interests and appropriate
  development of the COMPANY.
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    b) Attend to and fulfil all reasonable demands of the COMPANY's
  administrative bodies. In this respect he is obliged to furnish adequate
  explanations, information and assistance whenever requested as relates to
  his duties and activities with the COMPANY.
 
    c) Not commit to other activities that may be detrimental or damaging to
  the adequate execution of the obligations contracted hereby.
 
    d) Not carry out any work other than the object of this contract nor work
  as the Manager or Executive of any firm other than the COMPANY, without the
  express authorization of the COMPANY's Board of Directors.
 
    e) Inform the COMPANY's Board of Directors of any remuneration he
  receives directly or indirectly as a result of any commitment or
  opportunity arising by virtue of the position he holds in the COMPANY.
 
    f) The holding of any position or office in any subsidiaries or companies
  in which the COMPANY has a stake shall be exempted from the prohibitions
  covered under paragraphs d) and e) above.
 
    g) With the purposes envisaged in Spanish Legislation, he expressly
  accepts his full, exclusive commitment to the COMPANY for the period that
  his employment contract with said COMPANY is in force. The remuneration he
  receives from the COMPANY offsets the obligation provided for in the above
  paragraph, since it is hereby expressly agreed that any compensation to
  which he is entitled is covered by said remuneration.
 
  THREE--REMUNERATION AND REIMBURSEMENT FOR EXPENSES
 
  1. As remuneration for his services, the HIREE shall receive, by means of
monthly payments on the last day of each month, an annual salary of 13,218,866
pesetas, subject to revision on the 1st day of April of each year.
 
  This remuneration shall be paid in 14 monthly payments per year,
corresponding to the 12 calendar months plus two extraordinary payments.
 
  2. The gross annual salary received at any given moment by the HIREE shall
offset and absorb any amounts to which he is entitled by virtue of application
of any legal, regulatory or conventional regulations in force, and payment of
any taxes, social contributions or similar items required shall be deducted
therefrom.
 
  3. Moreover, the HIREE shall be reimbursed for any business or travel
expenses arising from the fulfilment of his obligations to the COMPANY. Such
expenses must be adequately justified.
 
  FOUR--SCHOOLING EXPENSES
 
  The COMPANY shall reimburse the HIREE for the schooling expenses of NICOLAS
REYNERS up to a maximum amount of 300,000 pesetas per year.
 
  FIVE--INSURANCE COVERAGE
 
  For reasons of his position, the COMPANY shall provide the HIREE with
insurance coverage for accidents, as well as life insurance for an amount
equivalent to four times the latest salary earned.
 
  In addition, the COMPANY shall provide the HIREE with family medical
coverage through a policy taken out with La Estrella insurance company, with
the adequate coverage limits.
 
  The COMPANY shall take out an insurance policy to cover the risks of the
HIREE in any travel he undertakes in carrying out his activities for the
COMPANY, without prejudice to the Social Security benefits to which he is
entitled.
 
  The HIREE has a share in the Personal Pension Plan that the COMPANY has with
the company Commercial Union.
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  SIX--HOLIDAYS
 
  The HIREE shall be entitled to 30 working days of paid holidays annually, as
well as any holidays set by the competent authorities.
 
  The HIREE shall take his annual holidays in accordance with the practice of
his profession and the service needs of the COMPANY.
 
  SEVEN--TRAVEL/COMMUTES
 
  The COMPANY shall place at the disposal of the HIREE a company-owned
vehicle, the market price and characteristics of which shall be in line with
the COMPANY's established internal policy in this regard, which HIREE should
use for travel/commuting purposes.
 
  EIGHT--CONFIDENTIALITY AND TRADE SECRET
 
  For the duration of this contract, the HIREE, except in carrying out his
duties or when beneficial to the COMPANY, may not reveal to any other person
or company, either in Spain or outside the country, any information concerning
any matters, business, finances, trade contracts, clients or other subjects
relating to the COMPANY without the express authorization thereof, and must
use any means necessary to avoid publicity regarding said secrets, knowledge
or information.
 
  Both for the duration of his contract with the COMPANY and once said
contract has been discharged, he shall keep in strictest confidence the
characteristics and peculiarities of the operations and business of the
COMPANY in anything relating to confidential information, that is, any
information that is not common knowledge outside the COMPANY, whatever the
subject matter.
 
  The obligation to maintain trade secrets means that he shall not make use of
any information concerning the transactions or potential transactions of the
COMPANY and shall not reveal to anyone, without COMPANY authorization, any
information or trade or confidential secret as regards the COMPANY's
activities, nor facilitate any information whatsoever as regards inventions,
research, business plans or market research made or undertaken by or for the
COMPANY.
 
  In any event, he is obliged to leave at the COMPANY's disposal any
documentation, samples, material, drawings or plans concerning said COMPANY's
activities that he has in his possession at the time of his termination from
the COMPANY.
 
  Any infringement of the obligation to maintain trade secrets as set out
herein shall constitute just cause for dismissal, with the COMPANY being
entitled to claims for any damages incurred, if it so deems.
 
  NINE--NON-COMPETITION
 
  Once the present employment contract has been discharged and for a period of
two (2) years, the HIREE may not carry out any activity whatsoever involving
competition with the COMPANY which, in compensation, shall pay him on a
monthly basis for the duration of said period an amount equivalent to 60% of
the latest monthly salary in cash he was earning before termination of the
contract.
 
  Non-fulfilment of the provisions of the above paragraph of this stipulation
on the part of the HIREE shall make him liable under the legislation in force,
whether said liability is of a civil, criminal, labour, commercial or any
other nature, and above all shall make him answerable to reimbursing to the
COMPANY any amounts received as referred to in the above paragraph, as well as
to paying any claims for damages.
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  TEN--ALTERATIONS TO CONTRACT
 
  Any type of modification that must be made regarding the clauses of this
contract shall be formalized in writing.
 
  ELEVEN--BREACH
 
  He admits that breach of the terms and conditions of this employment
contract with the COMPANY involves commitment of a breach of trust and,
therefore, is just cause for termination of said contract, without prejudice
to any actions the COMPANY may file in claims for damages.
 
  TWELVE--DISCHARGE OF CONTRACT AT WORKER'S BEHEST
 
  HIREE may discharge the present contract with the right to receive any
indemnity payments agreed to in Stipulation Thirteen for cases of discharge
due to abandonment of the COMPANY or due to dismissal declared wrongful or
null, under the following grounds:
 
    a) Substantial changes in working conditions having a negative bearing on
  the HIREE'S professional training, or that are detrimental to his dignity,
  or that are made in serious breach of trust on the part of the COMPANY.
 
    b) Non-payment or continued delay in payment of the amounts of
  compensation agreed to.
 
    c) Succession of the company or any important change in the ownership of
  the COMPANY'S shareholders the effect of which would change or replace its
  governing bodies, or in the content and approach of the COMPANY'S principal
  activities. If discharge of the employment contract at behest of the HIREE
  is due exclusively to the reasons covered in this paragraph, the COMPANY
  must pay HIREE an amount equivalent to 24 monthly payments of the latest
  cash salary he had been earning as indemnity payment.
 
    d) Any other serious breach of contract on the part of the COMPANY.
 
  THIRTEEN--DISCHARGE OF CONTRACT AT EMPLOYER'S BEHEST
 
  The COMPANY may discharge this contract by abandonment or by means of
dismissal based on serious, willful breach of contract by the HIREE, according
to the provisions of Article 11 of Royal Decree 1382/1985. With six months'
advance notice in such a case.
 
  In the cases referred to in the above paragraph, the COMPANY shall pay the
HIREE an amount equivalent to 6 months' payment of the latest cash salary the
HIREE had been earning as indemnity payment, except in the case of dismissal
declared as fitting by the competent jurisdiction.
 
  FOURTEEN--RETURN OF COMPANY DOCUMENTS
 
  Following discharge of the present contract, the HIREE must return to the
COMPANY any correspondence, documents, reports, files or any other property
belonging to the COMPANY and any copies thereof that were in his possession or
under his control, since, in any event, such material is the exclusive
property of the COMPANY and the HIREE renounces any right he may have due to
the temporary possession or control of said information or objects.
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  FIFTEEN--APPLICABLE LEGISLATION AND JURISDICTION
 
  For any matter not covered herein, the parties shall abide by the provisions
of any applicable legal, regulatory or conventional regulations in force, and
expressly agree that for any matters arising or actions brought regarding the
interpretation, fulfilment or breach of the agreements made hereby, they shall
submit to the jurisdiction of the Courts and Tribunals of Madrid, expressly
waiving any other jurisdiction to which they may be entitled.
 
  In witness whereof, the parties hereby express their agreement and consent
and execute, and for the record and purposes set out in law, sign the present
contract in triplicate in the place and on the date indicated above.
 
    THE COMPANY                                     THE HIREE
 
    /s/ Jose Luis De la Guardia                     /s/ Thierry Reyners
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    Jose Luis De la Guardia                         Thierry Reyners