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                                                                   EXHIBIT 10.63



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                    CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT

THIS CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of
November 1, 2000, by and between JESS E. BENTON ("Executive"), and ABM
Industries Incorporated ("Company") for itself and on behalf of its subsidiary
corporations as applicable herein.

WHEREAS, Company is engaged in the building maintenance and related service
businesses, and

WHEREAS, Executive is experienced in the administration, finance, marketing, and
operation of such services, and

WHEREAS, Company has invested significant time and money to develop proprietary
trade secrets and other confidential business information, as well as invaluable
goodwill among its customers, sales prospect and employees, and

WHEREAS, Executive wishes to, or has been and desires to remain employed by
Company, and to utilize such proprietary trade secrets, other confidential
business information and goodwill, and

WHEREAS, Company has disclosed or will disclose to Executive such proprietary
trade secrets and other confidential business information which Executive will
utilize in the performance of this Agreement;

NOW THEREFORE, Executive and Company agree as follows:

A.      EMPLOYMENT: Company hereby agrees to employ Executive, and Executive
        hereby accepts such employment, on the terms and conditions set forth in
        this Agreement.

B.      TITLE: Executive's title shall be Executive Vice President and Chief
        Operating Officer of Company.

C.      DUTIES & RESPONSIBILITIES: Executive shall be expected to assume and
        perform such executive or managerial duties and responsibilities as are
        assigned from time-to-time by the President and CEO of Company, to whom
        Executive shall report and be accountable.

D.      TERM OF AGREEMENT: Employment hereunder shall commence on November 1,
        2000, for a term of two (2) years ("Initial Term") ending on October 31,
        2002, unless sooner terminated pursuant to Paragraph O hereof, or later
        extended pursuant to Paragraph N hereof ("Extended Term").

E.      PRINCIPAL OFFICE: During the Initial Term and any Extended Term, as
        applicable, of this Agreement, Executive shall be based at a Company
        office located in San Francisco ("County of Employment"), California
        ("State of Employment).

F.      COMPENSATION: Company agrees to compensate Executive, and Executive
        agrees to accept as compensation in full, for Executive's assumption and
        performance of duties and responsibilities pursuant to this Agreement:

        1.      SALARY: A base salary paid in equal installments of no less
                frequently than semi-monthly at the annual rate set forth in
                Paragraph X.l hereof.

        2.      BONUS: A bonus or other incentive or contingent compensation, if
                any, pursuant to Paragraph X.2 hereof, and the bonus set forth
                in Paragraph X.4, hereof.


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        3.      FRINGE BENEFITS: The then current fringe benefits generally
                provided by Company to all of its Executives. Such benefits may
                include but not be limited to the use of a Company-leased car or
                a car allowance, group health benefits, long-term disability
                benefits, group life insurance, sick leave and vacation, and a
                service award benefit. Each of these fringe benefits is subject
                to the applicable Company policy at all times. Company reserves
                the right to add, increase, reduce or eliminate any fringe
                benefit at any time, but no such benefit or benefits shall be
                reduced or eliminated as to Executive unless generally reduced
                or eliminated as to comparable executives within the Company.

G.      PAYMENT OR REIMBURSEMENT OF BUSINESS EXPENSES: Company shall pay
        directly or reimburse Executive for reasonable business expenses of
        Company incurred by Executive in connection with Company business, and
        approved in writing by the person(s) with the title set forth in
        Paragraph C hereof, upon presentation to such person(s) by Executive
        within sixty (60) days after incurring such expense of an itemized
        request for payment including the date, nature, recipient, purpose and
        amount of each such expense, accompanied by receipts for all such
        expenses in excess of Twenty-Five Dollars ($25) each.

H.      BUSINESS CONDUCT: Executive shall make reasonable best efforts to comply
        with all applicable laws pertaining to the performance of this
        Agreement, and with all lawful and ethical rules, regulations, policies,
        procedures and instructions of Company, including but not limited to the
        following:

        1.      GOOD FAITH: Executive shall not act in any way contrary to the
                best interest of Company.

        2.      BEST EFFORTS: During all full-time employment hereunder,
                Executive shall devote full working time and attention to
                Company, and shall not at any time be directly or indirectly
                employed by, own, operate, assist or otherwise be involved,
                invested or associated in any business that is similar or
                competitive to any business of Company; except that Executive
                may own up to five percent (5%) of any such publicly-held
                business(es), provided that Executive: (a) shall give Company
                notice(s) of such ownership in accordance with Paragraph W
                hereof, and (b) shall not at any time be directly or indirectly
                employed by or operate, assist, or otherwise be involved or
                associated with any such business(es).

        3.      VERACITY: Executive shall make no claims or promises to any
                employee, supplier, contractor, customer or sales prospect of
                Company that are unauthorized by Company or are in any way
                untrue.

        4.      DRIVER'S LICENSE: Executive shall have and carry a valid
                driver's license issued by the State of Employment hereunder and
                a driver's permit issued by the Company whenever Executive is
                driving any motor vehicle in connection with Company business.
                Executive agrees to immediately notify Company in writing if
                Executive's driver's license is lost, expired, restricted,
                suspended or revoked for any reason whatsoever.

I.      NO CONFLICT: Executive represents to Company that Executive is not bound
        by any contract with a previous employer or with any other business that
        might prevent Executive from entering into this Agreement or disclosing
        information about any previous employer or any other business to
        Company, or might otherwise interfere with Executive's employment
        hereunder.

J.      COMPANY PROPERTY: Company shall, from time to time, entrust to the care,
        custody and control of Executive certain of Company's property, such as
        motor vehicles, equipment, supplies and documents. Such documents may
        include, but shall not be limited to customer lists, financial
        statements, cost data, price lists, invoices, forms, electronic files
        and media, mailing lists, contracts, reports, manuals, personnel files
        or directories, correspondence, business cards, copies or notes


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        made from Company documents and documents compiled or prepared by
        Executive for Executive's use in connection with Company business.
        Executive specifically acknowledges that all such documents are the
        property of Company, notwithstanding their preparation, care, custody,
        control or possession by Executive at any time(s) whatsoever.

K.      GOODWILL & PROPRIETARY INFORMATION: In connection with Executive's
        employment hereunder:

        1.      Executive agrees to utilize and further Company's goodwill
                ("Goodwill") among its customers, sales prospects and employees,
                and acknowledges that Company may disclose to Executive and
                Executive may disclose to Company, proprietary trade secrets and
                other confidential information not in the public domain
                ("Proprietary Information") including but not limited to
                specific customer data such as: (a) the identity of Company's
                customers and sales prospects, (b) the nature, extent,
                frequency, methodology, cost, price and profit associated with
                their services and products purchased from Company, (c) any
                particular needs or preferences regarding their service or
                supply requirements, (d) the names, office hours, telephone
                numbers and street addresses of their purchasing agents or other
                buyers, (e) their billing procedures, (f) their credit limits
                and payment practices, and (g) their organization structure.

        2.      Executive agrees that such Proprietary Information and Goodwill
                have unique value to Company, are not generally known or readily
                available to Company's competitors, and could only be developed
                by others after investing significant time and money. Company
                would not make such Proprietary Information and Goodwill
                available to Executive unless Company is assured that all such
                Proprietary Information and Goodwill will be held in trust and
                confidence by Executive. Executive hereby acknowledges that to
                use this Proprietary Information and Goodwill except for the
                benefit of Company would be improper and unfair to Company.

L.      RESTRICTIVE COVENANTS: In recognition of Paragraph K hereof, Executive
        hereby agrees that during the Initial Term and the Extended Term, if
        any, of this Agreement, and thereafter for as long as it shall be
        enforceable:

        1.      Except in the proper performance of this Agreement, Executive
                shall not directly or indirectly solicit or otherwise encourage
                or arrange for any employee to terminate employment with
                Company.

        2.      Except in the proper performance of this Agreement, Executive
                shall not directly or indirectly disclose or deliver to any
                other person or business, any Proprietary Information obtained
                directly or indirectly by Executive from, or for, Company.

        3.      Executive shall not seek, solicit, divert, take away, obtain or
                accept the patronage of any customer or sales prospect of
                Company through the direct or indirect use of any Proprietary
                Information of Company, or by any other unfair or unlawful
                business practice.

        4.      Executive agrees that for a reasonable time after the
                termination of this Agreement, which Executive and Company
                hereby agree to be one (1) year, Executive shall not directly or
                indirectly, for Executive or for any other person or business,
                seek, solicit, divert, take away, obtain or accept any
                site-specific customer account or site-specific sales prospect
                with which Executive had direct business involvement on behalf
                of Company within the one (1) year period prior to termination
                of this Agreement.


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        5.      Nothing in this Agreement shall be binding upon the parties to
                the extent it is void or unenforceable for any reason in the
                State of Employment, including, without limitation, as a result
                of any law regulating competition or proscribing unlawful
                business practices.

M.      MODIFICATION OF EMPLOYMENT: At any time during the then current Initial
        or Extended Term, as applicable, of this Agreement, a majority of the
        Board of Directors of Company shall have the absolute right, with or
        without cause and without terminating this Agreement or Executive's
        employment hereunder, to modify the nature of Executive's employment for
        the remainder of the then current Initial or Extended Term, as
        applicable, of this Agreement, from that of a full-time employee to that
        of a part-time employee ("Modification Period"). The Modification Period
        shall commence immediately upon Company giving Executive written notice
        of such change.

        1.      Upon commencement of the Modification Period: (a) Executive
                shall immediately resign as a full-time employee of Company and
                as an officer and/or director of Company, as applicable, (b)
                Executive shall promptly return all Company property in
                Executive's possession to Company, including but not limited to
                any motor vehicles, equipment, supplies and documents set forth
                in Paragraph J hereof, and (c) Company shall pay Executive all
                previously earned and vested but as yet unpaid, salary, prorated
                bonus or other contingent compensation, reimbursement of
                business expenses and fringe benefits.

        2.      During the Modification Period: (a) Company shall continue to
                pay Executive's monthly salary pursuant to Paragraph F.l
                hereof, and to the extent available under the Company's group
                insurance policies, continue to provide Executive with the same
                group health and life insurance (subject to Executive continuing
                to pay the employee portion of any such premium) to which
                Executive would be entitled as a full-time employee, with the
                understanding and agreement that such monthly salary and group
                insurance, if available, shall constitute the full extent of
                Company's obligation to compensate Executive, (b) Executive
                shall not be eligible or entitled to receive or participate in
                any bonus or fringe benefits other than the aforementioned group
                insurance, if available, (c) in the alternative, Executive may
                exercise rights under COBRA to obtain medical insurance coverage
                as may be available to Executive, (d) Executive shall be deemed
                a part-time employee and not a full-time employee of Company,
                (e) Executive shall provide Company with such occasional
                executive or managerial services as reasonably requested by the
                persons with the title set forth in Paragraph C hereof, except
                that failure to render such services by reason of any physical
                or mental illness or disability other than Total Disability or
                death as set forth in Paragraph O.2 hereof, or unavailability
                because of absence from the State of Employment hereunder, shall
                not affect Executive's right to receive such salary and (f)
                Company shall pay directly or reimburse Executive in accordance
                with the provisions of Paragraph G hereof for reasonable
                business expenses of Company incurred by Executive in connection
                with such services requested by the persons with the title set
                forth in Paragraph C hereof.

        3.      The Modification Period shall continue until the earlier of (a)
                Total Disability or death as set forth in Paragraph O.2 hereof,
                (b) termination of this Agreement by Company for "just cause" as
                hereinafter defined, (c) Executive accepting employment or
                receiving any other compensation from operating, assisting or
                otherwise being involved, invested or associated with any
                business that is similar to or competitive with any business in
                which Company is engaged on the commencement date of the
                Modification Period, or (d) expiration of the then current Term
                of this Agreement.

N.      EXTENSION OF EMPLOYMENT: Absent at least ninety (90) days written Notice
        of Termination from either party to the other party prior to expiration
        of the then Initial or Extended Term, as applicable, of this Agreement,
        employment hereunder shall continue for an Extended Term (or another
        Extended Term, as applicable) of two (2) years, by which Executive and
        Company intend that all terms and conditions of this Agreement shall
        remain in full force and effect


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        for another twenty four (24) months, except that the highest base salary
        specified in Paragraph X.1.a. shall be increased annually as set forth
        in Paragraph X.l.b for each year of the Extended Term. Company has the
        option, without terminating this Agreement or Executive's employment
        hereunder, of placing Executive on a leave of absence at the full
        compensation set forth in Paragraph F hereof for any or all of such
        ninety (90) day period in lieu of the aforementioned Notice of
        Termination.

O.      TERMINATION OF EMPLOYMENT:

        1.      a.      Termination of employment at the expiration of the then
                        current Initial or Extended Term shall be effective with
                        or without cause.

                b.      Except as provided in Paragraph O.1.a, the Company shall
                        have the right to terminate Executive's employment
                        hereunder at any time during the then current Initial or
                        Extended Term, as applicable, of this Agreement, without
                        notice subject only to a good faith determination by a
                        majority of the Board of Directors of Company of "just
                        cause." "Just cause" includes but is not limited to any
                        theft or other dishonesty, or any material: (i) neglect
                        of employment duties, (ii) inability or unwillingness to
                        perform employment duties, (iii) insubordination, (iv)
                        abuse of alcohol or other drugs, (v) breach of this
                        Agreement; or for (vi) other misconduct, unethical or
                        unlawful activity.


                c.      At any time during the then current Initial or Extended
                        Term, as applicable, of this Agreement, with or without
                        cause, Executive may terminate employment hereunder by
                        giving Company ninety (90) days prior written notice.

        2.      Employment hereunder shall automatically terminate upon the
                total disability ("Total Disability") or death of Executive.
                Total Disability shall be deemed to occur on the ninetieth
                (90th) consecutive or non-consecutive calendar day within any
                twelve (12) month period that Executive is unable to perform the
                essential job functions as set forth in Paragraph C hereof
                because of any physical or mental illness or disability. Company
                shall pay when due to Executive or his estate, as applicable,
                all prorated salary, bonus or other contingent compensation,
                reimbursement of business expenses and fringe benefits which
                would have otherwise been payable to Executive under this
                Agreement, through the end of the month in which Total
                Disability or death occurs.


        3.      Upon termination of employment hereunder, Executive shall
                immediately resign as an employee of Company and as an officer
                and/or director of Company, as applicable. Executive shall
                promptly return all Company property in Executive's possession
                to Company, including but not limited to, any motor vehicles,
                equipment, supplies and documents set forth in Paragraph J
                hereof. Company shall pay Executive, when due, all previously
                earned and vested but as yet unpaid, salary, bonus or other
                contingent compensation, reimbursement of business expenses and
                fringe benefits.

        4.      Nothing contained in this Agreement shall entitle Executive to
                receive a bonus or other incentive or contingent compensation
                from Company based on any sales or profits made by Company after
                termination of employment hereunder.

P.      GOVERNING LAW: This Agreement shall be interpreted and enforced in
        accordance with the laws of the State of Employment hereunder.


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Q.      ARBITRATION CLAUSE:

        1.      Except for the interpretation and enforcement of injunctive
                relief pursuant to Paragraph R hereof (which, at Company's
                option, shall be subject to litigation in any court having
                proper jurisdiction), any claim or dispute related to or arising
                from this Agreement (whether based in contract or tort, in law
                or equity) including, but not limited to, claims or disputes
                between Executive and Company or its directors, officers,
                employees and agents regarding Executive's employment or
                termination of employment hereunder, or any other business of
                Company, shall be resolved by mandatory, final, binding
                arbitration in accordance with the rules of the American
                Arbitration Association; provided, however, that no party shall
                be entitled to an award of general or punitive damages
                hereunder.

        2.      Any such arbitration must be requested in writing within one (1)
                year from the date the party initiating the arbitration knew or
                should have known about the claim or dispute, or all claims
                arising from that dispute are forever waived. Any such
                arbitration (or court proceeding as applicable hereunder) shall
                be held in the County of Employment. Judgment upon the award
                rendered through such arbitration may be entered and enforced in
                any court having proper jurisdiction.

R.      REMEDIES & DAMAGES:

        1.      The parties agree that, in the event of a material breach or
                threatened material breach of Paragraph L hereof, the damage or
                imminent damage to the value of Company's business shall be
                inestimable, and therefore any remedy at law or in damages shall
                be inadequate. Accordingly, the parties hereto agree that
                Company shall be entitled to the immediate issuance of a
                restraining order or an injunction against Executive in the
                event of such breach or threatened breach, in addition to any
                other relief available to Company pursuant to this Agreement or
                under law.

        2.      Executive agrees that the actual amount of damages resulting
                from any material breach of any of the provisions of Paragraph L
                hereof would be impractical or impossible to ascertain. It is
                therefore agreed that the damages resulting from any such breach
                which involves any customer of Company shall be liquidated
                damages, not a penalty, in an amount equal to four (4) times the
                lost monthly revenue to the Company based on the average monthly
                revenue which was payable by that customer to Company during the
                four (4) months immediately preceding such breach. This
                provision for liquidated damages is in addition to any other
                relief available to Company pursuant to this Agreement or under
                law.

        3.      To the full extent permitted under the laws of the State of
                Employment hereunder, Executive authorizes Company to withhold
                from Executive's compensation and from any other funds held for
                Executive's benefit by Company, any damages or losses sustained
                by Company as a result of any material breach or other material
                violation of this Agreement by Executive, pending arbitration
                between the parties as provided for herein.

S.      NO WAIVER: Failure by either party to enforce any term or condition of
        this Agreement at any time shall not preclude that party from enforcing
        that provision, or any other provision of this Agreement, at any later
        time.

T.      SEVERABILITY: The provisions of this Agreement are severable. If any
        arbitrator (or court as applicable hereunder) rules that any portion of
        this Agreement is invalid or unenforceable, the arbitrator's or court's
        ruling shall not affect the validity and enforceability of other
        provisions of this Agreement. It is the intent of the parties that if
        any provision of this Agreement is ruled to be overly broad, the
        arbitrator or court shall interpret such provision with as much
        permissible breadth as is allowable under law rather than to consider
        such provision void.


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U.      SURVIVAL: All terms and conditions of this Agreement which by reasonable
        implication are meant to survive the termination of this Agreement,
        including but not limited to, the Restrictive Covenants and Arbitration
        Clause herein, shall remain in full force and effect after the
        termination of this Agreement.

V.      CONSTRUCTION: This Agreement was negotiated in good faith by the parties
        hereto, who hereby agree to share the responsibility for any
        ambiguities, uncertainties or inconsistencies herein. Paragraph headings
        are used herein only for ease of reference, and shall not in any way
        affect the interpretation or enforcement of this Agreement.

W.      NOTICES:

        1.      Any notice required or permitted to be given pursuant to this
                Agreement shall be in writing and delivered in person, or sent
                prepaid by certified mail, bonded messenger or overnight
                express, to the party named at the address set forth below or at
                such other address as either party may hereafter designate in
                writing to the other party:


                EXECUTIVE:    JESS E. BENTON
                              50 Orange Court
                              Hillsborough, CA 94010

                COMPANY:      ABM INDUSTRIES INCORPORATED
                              160 Pacific Avenue, Suite 222
                              San Francisco, CA 94111
                              Attention: President and Chief Executive Officer

                COPY:         ABM INDUSTRIES INCORPORATED
                              160 Pacific Avenue, Suite 222
                              San Francisco, CA 94111
                              Attention: Chief Employment Counsel

        2.      Any such notice shall be assumed to have been received when
                delivered in person, or forty-eight (48) hours after being sent
                in the manner specified above.

X.      SPECIAL PROVISIONS:

        1.      SALARY:

                a.      Four Hundred Fifty Thousand Dollars ($450,000) per year
                        effective November 1, 2000 through October 31, 2001 at
                        the monthly rate of $37,500 (payable semi-monthly).

                b.      Effective November 1, 2001 through October 31, 2002, and
                        for each year of the then current Initial or Extended
                        Term of this Agreement, as applicable, the Salary in
                        Paragraph X.1.a. will be adjusted upward annually to
                        reflect the percentage increase change in the American
                        Compensation Association ("ACA"), or any successor
                        thereof, Index for the Western Region ("ACA Index") with
                        a (6%) maximum increase. The adjustment, if any, shall
                        be based upon the projected ACA Index as published for
                        the ACA fiscal year ending on the June 30th immediately
                        preceding the effective date of the proposed increase
                        hereunder. Notwithstanding the foregoing, there shall be
                        no annual increase in Salary for any such year unless
                        the Company's earning per share ("EPS") for the fiscal
                        year of the Company (commencing November 1, and ending
                        October 31st) ("Fiscal Year") then ending are equal to
                        or

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                        greater than the Company's EPS for the previous Fiscal
                        Year. There shall be no downward adjustment in salary in
                        the event the ACA Index shows a decrease from the prior
                        Fiscal Year.

        2.      BONUS: Subject to proration in the event of modification or
                termination of employment hereunder and further subject to the
                potential prospective re-set provisions set forth in Paragraph
                X.2.c, Executive shall be paid a bonus ("Bonus") based on the
                profit ("Profit") for each Fiscal Year, or partial Fiscal Year,
                of employment hereunder during the Term, and during the Extended
                Term, if any, of this Agreement:

                a.      Such Bonus for each Fiscal Year shall be (i) 0.0451%
                        of the Company's Profit on a pro-rata basis and
                        (ii) 1.0362% of the amount of any increase in the
                        Company's Profit over the previous Fiscal Year's
                        Profit, all on a pro-rata basis.

                b.      Profit is defined as the consolidated income before
                        income taxes of the Company, excluding: (i) gains or
                        losses on sales or exchanges of real property or on
                        sales or exchanges of all or substantially all of the
                        stock or assets of a subsidiary corporation or any other
                        business unit of Company, (ii) gains or losses on the
                        discontinuation of any business unit of Company, and
                        (iii) the discretionary portion of any contributions
                        made to any profit sharing, service award, employee
                        retirement or savings or similar plan.

                c.      Subject to proration in the event of modification or
                        termination of employment under this Agreement, and
                        further subject to a re-set in the event Executive's
                        Bonus for any Fiscal Year has been limited as
                        hereinafter provided, Executive's maximum Bonus for each
                        Fiscal Year shall be one hundred percent (100%) the
                        Salary for that year set forth in Paragraph X.l herein.
                        If, however, in any completed Fiscal Year, the Bonus
                        which might have been earned by Executive for that year
                        exceeds said one-hundred percent (100%) maximum,
                        Executive's Salary and Bonus for the next year shall be
                        re-computed as follows: (i) notwithstanding the six
                        percent (6%) maximum set forth hereinabove, the Salary
                        set forth in Paragraph X.l shall be adjusted to equal
                        seventy-five percent (75%) of the prior Fiscal Year's
                        combined Salary and Bonus, plus an amount equal to the
                        increase, if any, set forth in Paragraph X.l based upon
                        said ACA Index; and (ii) the Bonus percentage set forth
                        in Paragraph X.2.a shall be adjusted by multiplying the
                        prior Fiscal Year's combined Salary and Bonus by
                        twenty-five percent (25%), and dividing that product by
                        the actual Profit earned in the prior Fiscal Year.


                d.      Executive shall have the right to obtain an advance
                        against such Bonus at the end of each month of each
                        Fiscal Year in an amount equal to fifty percent (50% of,
                        or 0.5 times) the projected amount of such Bonus based
                        on the Profit at that time.

                e.      The independent public accounting firm for the Company
                        shall determine the Profit and Bonus for each Fiscal
                        Year. Company shall pay Executive the Bonus for the
                        Fiscal Year (or the balance thereof after any advances)
                        when such accounting firm has made such determination,
                        but no later than ninety (90) days after the end of each
                        Fiscal Year. The Bonus for any partial Fiscal Year shall
                        be prorated for the fraction of the Fiscal Year for
                        which such Bonus is payable. Absent bad faith or
                        material error, the conclusions of such accounting firm
                        or department with respect to the amounts of the Profits
                        and Bonuses shall be conclusive upon Executive and
                        Company.


                f.      Notwithstanding the foregoing, no Bonus for any Fiscal
                        Year of the Company shall be payable unless the
                        Company's net income per share for the Fiscal Year then


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                        ending is equal to or greater than eighty percent (80%)
                        of the Company's net income per share for the previous
                        Fiscal Year of the Company.

        3.      POST-EMPLOYMENT CONSULTANCY: After Executive's retirement,
                resignation and/or termination from employment with Company, but
                commencing no earlier than what is or would have been
                Executive's sixty-fifth (65th) birthday and concluding no later
                than ten (10) years after commencement ("Consultancy Period"),
                Company shall pay to Executive consulting fees ("Consulting
                Fees") of:

                a.      120 equal monthly installments of $2,083.00 for a total
                        of $250,000.

                b.      During the Consultancy Period: (i) Executive shall
                        provide Company with such occasional executive or
                        managerial services as reasonably requested by the
                        person with the title set forth in Paragraph C hereof,
                        except that failure to render such services by reason of
                        death or disability, or unavailability because of
                        absence from the County of Employment, shall not effect
                        Executive's right to receive such Consulting fees, (ii)
                        Company shall pay directly or reimburse Executive for
                        reasonable business expenses of Company incurred by
                        Executive in connection with such services requested by
                        the persons with the title set forth in Paragraph C
                        hereof, upon presentation to that person by Executive
                        within sixty (60) days after incurring such expense of
                        an itemized request for payment including the date,
                        receipts for all such expenses in excess of Twenty-Five
                        Dollars ($25) each, (iii) Company shall pay Executive's
                        Consulting Fees pursuant to this Paragraph X.3 herein,
                        (iv) Executive shall not be eligible or entitled to
                        receive or participate in any other of the Company's
                        then current fringe benefits, and (v) Executive shall be
                        deemed an independent contractor and not an employee of
                        the Company.

                c.      If Executive dies before receiving any or all payments
                        to Executive of such Consulting Fees, all unpaid
                        Consulting Fees shall be paid monthly to Executive's
                        estate or trust commencing from the month in which
                        Executive would have reached Executive's sixty-fifth
                        (65) birthday or continuing from the date of death
                        following such commencement.

Y.      SCOPE OF CERTAIN PROVISIONS: All references to Company in Paragraphs H,
        I, J, K, L, M, N, O.3, O.4, Q, R and Z in this Agreement shall include
        Company, its affiliated and its subsidiary corporations.

Z.      ENTIRE AGREEMENT: Unless otherwise specified herein, this Agreement sets
        forth every contract, understanding and arrangement as to the employment
        relationship between Executive and Company, and may only be changed by a
        written amendment signed by both Executive and Company.

        1.      The parties intend that this Agreement speak for itself, and
                that no evidence with respect to its terms and conditions other
                than this Agreement itself may be introduced in any arbitration
                or judicial proceeding to interpret or enforce this Agreement.

        2.      It is specifically understood and accepted that this Agreement
                supersedes all oral and written employment agreements between
                Executive and Company prior to the date hereof, as well as all
                conflicting provisions of Company's Guidelines For Corporate
                Approval and its Human Resources Manual, including but not
                limited to, the termination, discipline and discharge provisions
                contained therein. Said Guidelines and Manual are not an
                Agreement between Executive and Company, nor shall they be
                binding on either party. The purpose and intent of said
                Guidelines and Manual are only to suggest guidance for Company
                managers to apply as they see fit on a case by case basis.


<PAGE>
                                                                              10



ZZ.     FULL KNOWLEDGE & UNDERSTANDING: Executive and Company hereby acknowledge
        that they have carefully read and fully understand all terms and
        conditions of this Agreement, and that they are voluntarily entering
        into this Agreement with full knowledge of the benefits and burdens, and
        the risks and rewards, contained herein.

IN WITNESS WHEREOF, Executive and Company have executed this Agreement as of the
date set forth above:


          EXECUTIVE:  Signature: /s/ JESS E. BENTON
                                 -----------------------------------------------
                      Date:      June 25, 2001
                                 -----------------------------------------------

          COMPANY:    Signature: /s/ HENRIK C. SLIPSAGER
                                 -----------------------------------------------
                      By:        Henrik C. Slipsager
                                 -----------------------------------------------
                      Title:     President and Chief Executive Officer
                                 -----------------------------------------------
                      Date:      July 11, 2001
                                 -----------------------------------------------