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                                                                   EXHIBIT 10.67

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                    CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT

THIS CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of
November 1, 1999, by and between Donna M. Dell ("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 prospects 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 Senior Vice President of Human
       Resources and Chief Employment Counsel 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 Chairman of the Board and Chief
       Administrative Officer of Company, to whom Executive shall report and be
       accountable.

D.     TERM OF AGREEMENT: Employment hereunder shall commence on November 1,
       1999, for a term of two (2) years ("Initial Term"), 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.1 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.

       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

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               insurance, sick leave and vacation, and a Service Award Benefit
               Plan. 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 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.

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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.

       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

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       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.1 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 for another twenty four (24) months,
       except that the highest base salary specified in Paragraph X.l.a shall
       be increased annually as set forth in Paragraph X.1.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

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                     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 duties
               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.

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

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               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.

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

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               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:     DONNA M. DELL
                              40 Mulberry Lane
                              Walnut Creek, CA 94596

               COMPANY:       ABM INDUSTRIES INCORPORATED
                              160 Pacific Avenue, Suite 222
                              San Francisco, CA 94111
                              Attention: Chairman of the Board

               COPY:          ABM INDUSTRIES INCORPORATED
                              160 Pacific Avenue, Suite 222
                              San Francisco, CA 94111
                              Attention: General 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.     One Hundred Ninety Six Thousand, Six Hundred Thirty Eight
                     Dollars ($196,638) per year effective November 1, 1999
                     through October 31, 2000 at the monthly rate of $16,387
                     payable semi-monthly.

              b.     Effective November 1, 2000 through October 31, 2001, 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 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 0.0511% of the
                     Company's Profit 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

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                     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
                     fifty percent (50%) 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 fifty percent (50%) 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.1 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.1 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 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 thereafter ("Consultancy Period"), Company shall pay to
               Executive consulting fees ("Consulting Fees") of:

              a.     120 equal monthly installments accrued at 1/120th of
                     $150,000 for each month of employment completed by
                     Executive from July 1, 1994 through June 30, 2004, plus

              b.     120 equal monthly installments accrued at 1/60th of
                     $100,000 for each month of employment completed by
                     Executive from November 1, 1999 through October 31, 2004.

              c.     During the Consultancy Period: (i) Executive shall provide
                     Company with such

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                     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.

              d.     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.

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.

<PAGE>

                                                                              10



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

     EXECUTIVE: Signature: /s/ Donna M. Dell
                          ---------------------------------------------------
                Date:      4/17/01
                          ---------------------------------------------------

     COMPANY:   By:        Martinn H. Mandles
                          ---------------------------------------------------
                Date:     11/27/00
                          ---------------------------------------------------
                Signature: /s/ MARTINN H. MANDLES
                          ---------------------------------------------------
                Title:    Chairman of the Board and Chief Administrative Officer
                          ---------------------------------------------------
                          ABM Industries Incorporated