**EXHIBIT 10(g)**

 

**EMPLOYMENT AGREEMENT**

 

                Agreement is madeas of the 31st day of May, 1999, between Minuteman International, Inc., andIllinois corporation, hereinafter called "Employer", and Gregory J.Rau, hereinafter called "Employee".

 

                1. Employer hereby employsEmployee and Employee hereby accepts employment upon the terms and conditionshereinafter set forth.

 

                2. *Term.*Employer agrees to employ Employee and Employee agrees to be so employed in thecapacity of President and Chief Operating Officer, for a term of three (3)years effective January 15, 2000, and terminating January 14, 2003. Inaddition, effective January 15, 2001 he will also be employed in the additionalcapacity of Chief Executive Officer. This Employment Agreement shallautomatically be extended for an additional three (3) year term commencingJanuary 15, 2003, and terminating January 14, 2006, unless Employer has sentwritten notice to Employee of its intent not to have this Employment Agreementso extended prior to January 15, 2002. The parties recognize the need toprovide for a twelve (12) month period to obtain a qualified person to assumethe duties of Employee who agrees to assist in the job search and to train saidreplacement. For the second three year term, the compensation paid to Employeeas well as all of the other terms and conditions shall remain unchanged exceptthat the parties shall mutually review the salary as set forth in ParagraphFive. Thereafter, this Agreement will continue to automatically renew itselffor successive three (3) year terms unless either party sends written notice ofhis intent not to have the contract renew and this notice is sent prior to 12months before the end of the current term. This Agreement shall be subject tothe following terms and conditions:

 

                3. *RestrictiveCovenants.* Upon the termination of the Agreement the Employee agreesnot to compete with the Company in the United States and Canada for twelve (12)months in the event that the Employee terminates this Agreement and for six (6)months in the event the Employer terminates the Agreement. Without the previouswritten consent of the Employer, the Employee agrees not to become employedeither directly or indirectly as the employee, agent or consultant nor tobecome a shareholder or partner directly or indirectly for any business entity,company or firm that directly or indirectly competes for business with theCompany in the industrial and commercial floor cleaning and maintenanceindustry. The Employee further agrees not to solicit any person, firm orcompany that has done business with the Company during the preceding twelve(12) months prior to the termination of this Agreement, provided, however,nothing contained herein shall prohibit the Employee from doing business orbeing employed either as an agent of employee of any business entity notrelated to or similar to the Company's business as herein defined.

 

                In the event thatHako–Werke International GmbH sells its controlling interest in theCompany then the restrictions set forth herein shall forthwith terminate andshall be null and void.

 

                4. Employee shallbe responsible for all corporate activities and shall report directly to theChairman of the Board of the Employer.

 

                5. *Compensation.*

 

                A. For all servicesrendered by Employee during the first one (1) year period of the Agreement,Employer shall pay Employee a salary of $120,000 per year, payable in equalsemi–monthly installments on the normal payroll dates of Employer. Thissalary shall be reviewed by Compensation Committee of Employer for upwardadjustment on a yearly basis. In addition to his salary, Employee shall beeligible to be considered for discretionary bonuses to be determined by theCompensation Committee of Employer.

 

                B. The Employeeshall be entitled to a commission of 0.1% of all Minuteman International, Inc.consolidated net sales, which excludes any intercompany sales between MinutemanInternational Inc. and it subsidiaries, but including net sales to othercompanies of the Hako group. This commission shall be paid one month after theend of each quarter.

 

                C. The Employeeshall be entitled to receive .5% of the consolidated profit before income taxesMinuteman International Inc. calculated on a LIFO Basis as reported on theannual audited Financial Statements of the Company. This amount shall be paidwhen the audited Financial Statements are prepared and have been submitted tothe Board of Directors or by April 15th, whichever event is first.

 

                D. As deferredcompensation, the Employer has agreed to continue the Employee's salary at hishighest monthly rate after the Employee is separated from the Company basedupon a formula that will pay the Employee one month of salary as defined inParagraph 5 A. for each year or fraction thereof that the Employee is employedby the Company. For example, if the Employee remains employed until January 14,2010, he will have been employed for ten (10) years and will be entitled toreceive his salary for an additional ten (10) months after his retirement orthe termination of this Employment agreement.

 

                E. In addition tothe aforesaid salary, Employee shall be entitled to all of the insurancebenefits presently in full force and effect covering employees and executivesof the Employer. Employee shall be entitled to the use of a full sizedautomobile to be approved by the Chairman of the Board with all businessexpenses relating to the automobile to be paid by Employer. Employee shall beentitled to all other standard company benefits.

 

                6. *Expenses.*

 

                The Employee isauthorized to incur reasonable expenses for promoting the business of theEmployer, including expenses for business travel, business entertainment andsimilar items. Airline travel will generally be other than first class exceptwhen business reasons require otherwise. The Employer will reimburse for allwork related expenses upon the weekly presentation by Employee of adequateitemized receipts as may be required by tax laws or regulations.

 

                7. *Vacation.*Employee shall be entitled to vacation in accordance with the terms of theCompany's Vacation Policy that covers all Minuteman International, Inc. Non–UnionEmployees. While in the employ of Employer, Employee shall devote his entiretime to the business of Employer.

 

                8. *ShareholderApproval.* In the conduct of his activities for the Employer, theEmployee is required to obtain majority approval of the Board of Directors ofthe Employer prior to committing to any of the following:

 

                A.            Purchase, sale or mortgaging of anyreal property

                B.            Granting of any proxies;

                C.            Committing the Employer to anysingle liability in excess of One Hundred Thousand ($100,000) Dollars;

                D.            Granting any employee advancepayments of salary in excess of two months normal salary for the employee;

                E.             Establishing a subsidiaryrelationship or acquiring all or part of any supplier or any other company;

                F.             Any single investment of FiftyThousand ($50,000) Dollars which is not included in the annual budget orbusiness plan.

                G.            Declaration and Issuance ofDividends

                H.            The promotion of Associates toposition of Corporate Officer

 

                9. This Agreementshall be binding upon and shall inure to the benefit of the parties, theirpersonal representatives, successors and assigns.

 

                10. *Termination.*After the initial three (3) year term, Employer may terminate this Agreement atany time by sending written notice to Employee. In this case Employer shallcontinue to pay the agreed compensation to Employee as set forth in theAgreement for the balance of the three (3) year term from the date of thenotice until the regular termination of the three (3) year term except that thecompensation shall be computed at 75% of the salary, commission and profitbonus based on the last full years audited Annual Report. In the event Hako–WerkeInternational GmbH sells its controlling interest in the Company thiscompensation shall be paid at 100%. All other benefits shall remain in effectfor the balance of the contract.

 

                11. The validity,constructions and enforceability of this Agreement shall be governed in allrespects by the laws of Illinois.

 

                12. This Agreementmay be executed in counterpart copies, any one of which, when executed, may bedeemed to be an original.

 

                13. Any noticesrequired to be given hereunder shall be deemed received as of the postmark datewhen mailed first class, postage prepaid, registered, certified or regular mailand when sent to:

 

|   | Employer: |   | Minuteman International, Inc. |
|--------|-----------|--------|-------------------------------|
|   |      |   | 111  South Rohlwing Road      |
|   |      |   | Addison,  Illinois 60101      |
|   |      |   |                          |
|   | Employee: |   | Gregory  J. Rau               |
|   |      |   | #3  Brom Court                |
|   |      |   | Sleepy  Hollow, IL 60118      |
|   |      |   |                          |

                Either party maynotify the other of a change of address by notice as set forth above.

 

                In Witness Whereof,the parties have executed this Agreement on the date hereinabove set forth.

 
|   | Employer: |   | Minuteman International, Inc.           |
|--------|-----------|--------|-----------------------------------------|
|   |      |   |                                    |
|   | By:       |   | /s/  Jerome E. Rau                      |
|   |      |   | Jerome  E. Rau,                         |
|   |      |   | *President and Chief Executive Officer* |
|   |      |   |                                    |
|   | Employee: |   | /s/  Gregory J. Rau                     |
|   |      |   | Gregory  J. Rau                         |

 
| Attest: | /s/  T. J. Nolan |
|---------|------------------|