Prepared by MERRILL CORPORATION









EXHIBIT 10(g)




 




EMPLOYMENT AGREEMENT




 




                Agreement is made

as of the 31st day of May, 1999, between Minuteman International, Inc., and

Illinois corporation, hereinafter called "Employer", and Gregory J.

Rau, hereinafter called "Employee".




 




                1. Employer hereby employs

Employee and Employee hereby accepts employment upon the terms and conditions

hereinafter set forth.




 




                2. Term.

Employer agrees to employ Employee and Employee agrees to be so employed in the

capacity of President and Chief Operating Officer, for a term of three (3)

years effective January 15, 2000, and terminating January 14, 2003. In

addition, effective January 15, 2001 he will also be employed in the additional

capacity of Chief Executive Officer. This Employment Agreement shall

automatically be extended for an additional three (3) year term commencing

January 15, 2003, and terminating January 14, 2006, unless Employer has sent

written notice to Employee of its intent not to have this Employment Agreement

so extended prior to January 15, 2002. The parties recognize the need to

provide for a twelve (12) month period to obtain a qualified person to assume

the duties of Employee who agrees to assist in the job search and to train said

replacement. For the second three year term, the compensation paid to Employee

as well as all of the other terms and conditions shall remain unchanged except

that the parties shall mutually review the salary as set forth in Paragraph

Five. Thereafter, this Agreement will continue to automatically renew itself

for successive three (3) year terms unless either party sends written notice of

his intent not to have the contract renew and this notice is sent prior to 12

months before the end of the current term. This Agreement shall be subject to

the following terms and conditions:




 




                3. Restrictive

Covenants. Upon the termination of the Agreement the Employee agrees

not 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 previous

written consent of the Employer, the Employee agrees not to become employed

either directly or indirectly as the employee, agent or consultant nor to

become a shareholder or partner directly or indirectly for any business entity,

company or firm that directly or indirectly competes for business with the

Company in the industrial and commercial floor cleaning and maintenance

industry. The Employee further agrees not to solicit any person, firm or

company 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 or

being employed either as an agent of employee of any business entity not

related to or similar to the Company's business as herein defined.




 




                In the event that

Hako–Werke International GmbH sells its controlling interest in the

Company then the restrictions set forth herein shall forthwith terminate and

shall be null and void.




 




                4. Employee shall

be responsible for all corporate activities and shall report directly to the

Chairman of the Board of the Employer.




 




                5. Compensation.




 




                A. For all services

rendered 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 equal

semi–monthly installments on the normal payroll dates of Employer. This

salary shall be reviewed by Compensation Committee of Employer for upward

adjustment on a yearly basis. In addition to his salary, Employee shall be

eligible to be considered for discretionary bonuses to be determined by the

Compensation Committee of Employer.




 




                B. The Employee

shall be entitled to a commission of 0.1% of all Minuteman International, Inc.

consolidated net sales, which excludes any intercompany sales between Minuteman

International Inc. and it subsidiaries, but including net sales to other

companies of the Hako group. This commission shall be paid one month after the

end of each quarter.













 




                C. The Employee

shall be entitled to receive .5% of the consolidated profit before income taxes

Minuteman International Inc. calculated on a LIFO Basis as reported on the

annual audited Financial Statements of the Company. This amount shall be paid

when the audited Financial Statements are prepared and have been submitted to

the Board of Directors or by April 15th, whichever event is first.




 




                D. As deferred

compensation, the Employer has agreed to continue the Employee's salary at his

highest monthly rate after the Employee is separated from the Company based

upon a formula that will pay the Employee one month of salary as defined in

Paragraph 5 A. for each year or fraction thereof that the Employee is employed

by 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 to

receive his salary for an additional ten (10) months after his retirement or

the termination of this Employment agreement.




 




                E. In addition to

the aforesaid salary, Employee shall be entitled to all of the insurance

benefits presently in full force and effect covering employees and executives

of the Employer. Employee shall be entitled to the use of a full sized

automobile to be approved by the Chairman of the Board with all business

expenses relating to the automobile to be paid by Employer. Employee shall be

entitled to all other standard company benefits.




 




                6. Expenses.




 




                The Employee is

authorized to incur reasonable expenses for promoting the business of the

Employer, including expenses for business travel, business entertainment and

similar items. Airline travel will generally be other than first class except

when business reasons require otherwise. The Employer will reimburse for all

work related expenses upon the weekly presentation by Employee of adequate

itemized receipts as may be required by tax laws or regulations.




 




                7. Vacation.

Employee shall be entitled to vacation in accordance with the terms of the

Company's Vacation Policy that covers all Minuteman International, Inc. Non–Union

Employees. While in the employ of Employer, Employee shall devote his entire

time to the business of Employer.




 




                8. Shareholder

Approval. In the conduct of his activities for the Employer, the

Employee is required to obtain majority approval of the Board of Directors of

the Employer prior to committing to any of the following:




 




                A.            Purchase, sale or mortgaging of any

real property




                B.            Granting of any proxies;




                C.            Committing the Employer to any

single liability in excess of One Hundred Thousand ($100,000) Dollars;




                D.            Granting any employee advance

payments of salary in excess of two months normal salary for the employee;




                E.             Establishing a subsidiary

relationship or acquiring all or part of any supplier or any other company;




                F.             Any single investment of Fifty

Thousand ($50,000) Dollars which is not included in the annual budget or

business plan.




                G.            Declaration and Issuance of

Dividends




                H.            The promotion of Associates to

position of Corporate Officer




 




                9. This Agreement

shall be binding upon and shall inure to the benefit of the parties, their

personal representatives, successors and assigns.













 




                10. Termination.

After the initial three (3) year term, Employer may terminate this Agreement at

any time by sending written notice to Employee. In this case Employer shall

continue to pay the agreed compensation to Employee as set forth in the

Agreement for the balance of the three (3) year term from the date of the

notice until the regular termination of the three (3) year term except that the

compensation shall be computed at 75% of the salary, commission and profit

bonus based on the last full years audited Annual Report. In the event Hako–Werke

International GmbH sells its controlling interest in the Company this

compensation shall be paid at 100%. All other benefits shall remain in effect

for the balance of the contract.




 




                11. The validity,

constructions and enforceability of this Agreement shall be governed in all

respects by the laws of Illinois.




 




                12. This Agreement

may be executed in counterpart copies, any one of which, when executed, may be

deemed to be an original.




 




                13. Any notices

required to be given hereunder shall be deemed received as of the postmark date

when mailed first class, postage prepaid, registered, certified or regular mail

and 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 may

notify 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