Services Agreement - U.S. Office Products Co. and Jonathan J. Ledecky


                                                       /__/ Employee's Copy
                                                       /__/ Company's Copy

                           AMENDED SERVICES AGREEMENT

To Jonathan J. Ledecky:

    This Agreement, amended as of June 8, 1998, establishes the terms of your 
continuing employment with U.S. Office Products Company, a Delaware 
corporation (the 'Company'), and replaces your amended and restated 
employment agreement with the Company dated as of November 4, 1997 (the '1997 
Agreement'), as amended. This Agreement is contingent on and subject to the 
closing of the distributions (the 'Distributions') to the Company's 
stockholders of the stock of Aztec Technology Partners, Inc., Navigant 
International, Inc., School Speciality, Inc., and Workflow Management, Inc. 
(the 'Spincos'). If the Distributions do not close by September 30, 1998, 
this Agreement will have no force or effect and your 1997 Agreement will 
remain in place and in effect. You are resigning from the Board effective as 
of and contingent on the Distributions.

Duties             You agree to serve as a senior consultant to the Company
                   providing strategic business advice and high level
                   acquisition negotiations. In that capacity, you will report
                   to the Company's Board of Directors (the 'Board'). The Board
                   can require such reports of your activities on the Company's
                   behalf as it reasonably deems appropriate. It can require
                   your services to the extent consistent with your other
                   contractual employment obligations to Consolidation Capital
                   Corporation ('CCC') and the Spincos, with the specific timing
                   of your services to be mutually agreed. You agree to comply
                   with the Company's generally applicable personnel policies to
                   the extent applicable to a person working on your schedule
                   and consistent with your obligations in this Agreement.

Term               The term of this Agreement runs from the day following the
                   effective date of the Distributions (the 'Closing Date')
                   through June 30, 2001, unless earlier terminated as provided
                   in this Agreement.

Salary             You will receive an annual salary of $48,000 from the Closing
                   Date, payable in accordance with the Company's payroll
                   policies.

Company            Your Company options will continue to vest and be exercisable
                   on their





Options            current schedules unless and until the Company properly
                   terminates your employment for Cause under this Agreement.

                   The Company will adjust the exercise price of your options
                   consistent with adjustments for substantially all of the
                   other optionholders' options.

                   Your existing Company options will not convert into Spinco
                   options.

                   The Company will accelerate your options if and to the extent
                   that the Company accelerates the exercisability of options
                   for substantially all management optionholders.

                   You waive any claim to participate in any matching or reload
                   program that may apply to other employees of the Company.

                   The unexercised portions of your Company options will expire
                   under their current terms or if, as finally determined by a
                   court, you violate the No Competition provision as it applies
                   to the Company.

                   Disgorging     If a court finds that you violated the No
                   Option         Competition provision, you agree that your
                   Gain           unexercised options are retroactively
                                  forfeited as of the date of the violation and
                                  that, if you have exercised the options since
                                  the violation began, you will promptly pay the
                                  Company any Option Gain, net of any taxes 
                                  actually paid on the options. For purposes 
                                  of this Agreement, the 'Option Gain' per share
                                  you received on exercise of options on or 
                                  after the violation is

                             Stock     for stock you have sold, the greater
                             Sold      of (i) the spread between closing price
                                       on the date of exercise and the exercise
                                       price paid ('Exercise Spread') and (ii)
                                       the spread between the price at which you
                                       sold the stock and the exercise price
                                       paid, and

                             Stock     for stock you have retained, the greater
                             Retained  of (i) Exercise Spread and (ii) the
                                       spread between the closing price on the
                                       date of the court's final determination
                                       and the exercise price paid.

Benefits           You are eligible for participation in the Company's generally
                   applicable benefit plans and programs (including its 401(k)
                   Plan) to the extent you satisfy their terms for
                   participation.

Expenses           The Company will make available to you, on an as needed and
                   as mutually agreed basis, office space, secretarial
                   assistance, and supplies for the direct performance of your
                   services to the Company. It will pay or reimburse


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                   you for reasonable business expenses relating to the 
                   direct performance of such services to the Company 
                   (including expenses incurred before the date of this 
                   Agreement but not previously submitted, as long as you 
                   submit the expenses by June 30, 1998), subject to limits 
                   to be mutually agreed in advance, upon proper and timely 
                   substantiation.

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Spinco             You will receive options in the Spincos in consideration for
Compensation       your services as an employee of each Spinco.

                   Option         Your Spinco options will cover 7.5% of the
                                  outstanding common stock of each Spinco
                                  determined as of the Distribution Date
                                  (excluding the stock under the Spinco's
                                  initial public offering), with no
                                  anti-dilution provisions in the event of
                                  issuance of additional shares of common stock
                                  (other than with respect to stock splits or
                                  reverse stock splits).

                   Term           Each Spinco option will expire ten years from
                                  the Closing Date.

                   Price          Each Spinco option will have a per share
                                  exercise price equal to the offering price in
                                  the initial public offerings for each 
                                  Spinco or, if no initial public offering 
                                  commences on the Closing Date, at the fair 
                                  market value of the Spinco's common stock, 
                                  as determined under the Spinco's option 
                                  plan, for the date of the grant.

                   Schedule       Each Spinco option will be fully vested when
                                  granted, but may not be exercised until the
                                  first anniversary of the Closing Date.

                                  Your Spinco options with respect to a
                                  particular Spinco will become exercisable
                                  before that first anniversary if and to the
                                  extent the relevant Spinco accelerates the
                                  options for substantially all management
                                  optionholders.

                                  All unexercised portions of Spinco options
                                  with respect to a particular Spinco will
                                  expire if, as finally determined by a court,
                                  you violate the No Competition provision as it
                                  applies to the respective Spinco.

                                  If a court finds that you violated the No
                                  Competition provision with respect to a
                                  particular Spinco, you agree that your
                                  unexercised options from that Spinco are
                                  retroactively forfeited as of the date of the
                                  violation and that, if you have exercised the
                                  options from that Spinco since the violation
                                  began, you will promptly pay that Spinco any
                                  Option Gain, net of any taxes actually paid 
                                  on the options.

                                  All unexpired options will vest and be
                                  exercisable at your death.

Termination        The Company can terminate your employment under this
                   Agreement only for 'cause.' 'Cause' means your (i) conviction
                   of or guilty or nolo contendere plea to a felony demonstrably
                   and materially injurious to the Company's business, and
                   resulting in a sentence of imprisonment, or (ii), as finally
                   determined by a court, violation of the No Competition
                   provision as it applies to the Company, provided that the
                   Company will give you 10 days to resolve the violation before
                   attempting to invoke this termination provision. For a
                   termination under (ii), you agree to repay any


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                   salary you received from the Company between the date of the
                   violation and the date of the court's determination.

Severance          If your employment ends because you resign or are properly
                   terminated for cause, you will not receive severance or
                   termination pay, your salary will end, and your Company
                   options will cease vesting. Except to the extent the law or
                   the terms of an applicable plan requires otherwise, neither
                   you nor your beneficiary or estate will have any rights or
                   claims under this Agreement or otherwise to receive severance
                   or any other compensation or to participate in any other
                   plan, arrangement, or benefit, after your termination of
                   employment, other than with respect to your options.

No Competition     The Company hereby releases you, effective for acts or
                   omissions after the Closing Date, from any obligation under
                   your 1997 Agreement to notify the Company regarding corporate
                   opportunities.

                   Consistent with certain of your prior obligations under the
                   1997 Agreement, you will not, until after the end of the
                   Restricted Period, for any reason whatsoever, directly or
                   indirectly, for yourself or on behalf of or in conjunction
                   with any other person, persons, company, partnership,
                   corporation, or business of whatever nature:

                   Competition    (i) engage, as an officer, director,
                                  shareholder, owner, partner, joint venturer,
                                  or in a managerial capacity, whether as an
                                  employee, independent contractor, consultant,
                                  or advisor, or as a sales representative, in
                                  any business (other than an Excluded Business,
                                  as defined below) selling any products or
                                  services in direct competition with the
                                  Company within 100 miles of where the Company
                                  or where any of the Company's subsidiaries or
                                  affiliates regularly maintains any of its or
                                  their offices with employees (the
                                  'Territory'), where 'products or services' are
                                  determined for this clause with respect to
                                  products or services offered on or before
                                  January 13, 1998 by the Company and/or any of
                                  the Spincos and where the geographic
                                  limitation is determined with reference to the
                                  applicable entity and its subsidiaries (e.g.,
                                  competition with respect to a Spinco is
                                  determined by reference to the location where
                                  that Spinco has an office with employees and 
                                  not to the locations of others);

                   Employees      (ii) call upon any person who is, at that
                                  time, within the Territory, an employee of the
                                  Company (including the respective subsidiaries
                                  and/or affiliates thereof) in a managerial
                                  capacity for the purpose



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                                  or with the intent of enticing such employee
                                  away from or out of the Company's employ
                                  (including the respective subsidiaries and/or
                                  affiliates thereof) other than a member of
                                  your immediate family; or

                   Customers      (iii) call upon any person or entity that is,
                                  at that time, or that has been, within one
                                  year prior to that time, a customer of the
                                  Company (including the respective subsidiaries
                                  and/or affiliates thereof) within the
                                  Territory for the purpose of soliciting or
                                  selling products or services in direct
                                  competition with the Company (including the
                                  respective subsidiaries and/or affiliates
                                  thereof) within the Territory other than on
                                  behalf of an Excluded Business.

                                  For purposes of this Agreement, the
                                  'Restricted Period' ends, for the Company and
                                  its subsidiaries and affiliates after the
                                  Closing Date, on the second anniversary of the
                                  Closing Date, and ends, for each Spinco and
                                  its subsidiaries and affiliates after the
                                  Closing Date, on the later of the second
                                  anniversary of the Closing Date and the date
                                  one year after you leave employment with the
                                  Spinco and its subsidiaries and affiliates.

                                  For purposes of this Agreement, the 'Excluded
                                  Businesses' are the following

                                       (i) any electrical contracting 
                                       business that, at the time of its 
                                       creation or acquisition and at all 
                                       later times, derives more than 50% of 
                                       its revenues from electrical 
                                       contracting and maintenance services, 
                                       without regard to whether it would 
                                       otherwise violate the No Competition 
                                       clause because it is also engaged in a 
                                       business directly competitive with 
                                       Aztec Technology Partners, Inc. or any 
                                       of its subsidiaries (together, 
                                       'Aztec'), provided that this exclusion 
                                       does not permit the business to engage 
                                       in any of the lines of business 
                                       described under 'Consulting and 
                                       Engineering Services,' 'Systems and 
                                       Network Design and Implementation 
                                       Services' and 'Software Development 
                                       and Implementation Services' in the 
                                       Aztec Form S-1 filed on June 3, 1998 
                                       (the 'Aztec Specified Businesses') 
                                       other than as provided under (ii) or (vi)
                                       in the Excluded Businesses;

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                                       (ii) any business whose revenue from 
                                       activities that compete with Aztec and 
                                       its subsidiaries, at the time of the 
                                       business's creation or acquisition and 
                                       at all later times, is less than $15 
                                       million per year, provided that this 
                                       exclusion does not permit the business 
                                       to engage in the Aztec Specified 
                                       Businesses other than (i) as provided 
                                       under (vi) in the Excluded Businesses 
                                       or (ii) through the pending CCC 
                                       acquisitions of National Network 
                                       Systems in Denver, Colorado and of 
                                       Chambers Electronics Communications in 
                                       Phoenix, Arizona;

                                       (iii) any business engaged, and only to 
                                       the extent it is so engaged, in computer
                                       monitoring for facilities management;

                                       (iv) any business engaged, and only to 
                                       the extent that it is so engaged, in the
                                       business of selling, supplying, or
                                       distributing janitorial or sanitary
                                       products or services;

                                       (v) any business engaged, and only to 
                                       the extent it is so engaged, in the 
                                       managing or servicing of office 
                                       equipment (other than computers);

                                       (vi) any business engaged, and only to 
                                       the extent it is so engaged, in providing
                                       internet access services and 
                                       activities supportive of such services;

                                       (vii) UniCapital Corporation's 
                                       business as described in its prospectus 
                                       as of the date of this Agreement; and

                                       (viii) U.S. Marketing Services Inc.'s 
                                       ('USM') shelf-stocking and merchandising,
                                       and point of purchase display creation 
                                       and incentive marketing businesses, 
                                       as described in its registration 
                                       statement filed on the date of this 
                                       Agreement, so long as you are solely 
                                       an investor in USM and not an officer, 
                                       director, or employee of or consultant 
                                       to, USM; provided however, that your 
                                       service as a director will not violate 
                                       the foregoing requirement as long as 
                                       you cease to be a director no later 
                                       than the 90th day after the effective 
                                       date of USM's initial public offering;



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                                  provided, that in each case you are engaged in
                                  such business only in a policy making role and
                                  not in the entity's business in a manner that
                                  would involve you in direct personal
                                  competition with the Company (and its
                                  subsidiaries) or the applicable Spinco (and
                                  its subsidiaries), provided further that 
                                  this proviso does not prevent your 
                                  activities in furtherance of acquisitions 
                                  of Excluded Businesses, and provided further 
                                  that you will comply with your fiduciary 
                                  duties as a director of each of the Spincos 
                                  in connection with the Excluded Businesses. 


                   To the extent permitted by your obligations to the relevant
                   Excluded Business, as an employee and/or director of the
                   Company and each Spinco (or their subsidiaries), you will
                   inform the relevant entity of any opportunities for it
                   associated with any of the Excluded Businesses.

                   In addition to (and not in lieu of) the restriction contained
                   in the Employees clause above, you agree that, during the
                   period that the restrictions contained in this No Competition
                   provision remain in effect, and so long as you are employed
                   by, or otherwise affiliated with, CCC, you will not, directly
                   or indirectly, offer employment with CCC to, or otherwise
                   allow CCC to employ, any person who

                        is employed by the Company or a subsidiary of the
                        Company at the time; or

                        was so employed by the Company or a subsidiary of the
                        Company within one year prior to such time; or

                        provides (or within the prior year provided) substantial
                        service to the Company or a subsidiary of the Company as
                        part of an entity that is or was a vendor or other
                        outside service provider to the Company or any
                        subsidiary; provided, however, that this provision
                        regarding vendors and outside service providers will not
                        apply after the Closing Date. In addition, the Company
                        specifically agrees that you may hire Jackie Scott and
                        Amy Blodgett, notwithstanding anything to the contrary
                        in the 1997 Agreement.

                   Notwithstanding the above, the foregoing covenant shall 
                   not be deemed to prohibit you from acquiring capital stock 
                   in CCC or any Excluded Business or serving as an officer, 
                   director or employee or consultant to CCC, or acquiring as 
                   an investment not more than 4.9% of the capital stock of a 
                   competing business, whose stock is traded on a national 
                   securities exchange or over-the-counter, provided that 
                   such actions do not otherwise breach your obligations 
                   hereunder; and provided further that actions of CCC after 
                   you have ceased to be a director, officer, and employee of 
                   CCC will not constitute a breach of this covenant despite 
                   your continued stock ownership, so long as you are not 
                   then directly assisting any competitive actions.

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                   Because of the difficulty of measuring economic losses to the
                   Company as a result of a breach of the foregoing covenant,
                   and because of the immediate and irreparable damage that
                   could be caused to the Company for which it would have no
                   other adequate remedy, you agree that the Company may enforce
                   the No Competition provisions by injunctions and restraining
                   orders.

                   You and the Company agree that you will not be in 
                   violation of the No Competition provisions by virtue of 
                   your investment in or other relationship to the Company, 
                   any of the Spincos, or their respective subsidiaries, even 
                   if one of those entities engages in direct competition 
                   with another. You and the Company agree that CCC's 
                   acquisition or retention of Wilson Electric Company, Inc. 
                   ('Wilson') and Wilson's engaging in any lines of business 
                   in place as of the Closing Date do not violate the No 
                   Competition provision.

                   You and the Company agree that the No Competition provisions
                   impose a reasonable restraint on you in light of the
                   Company's activities and business (including the Company's
                   subsidiaries and/or affiliates) on the date of the execution
                   of this Agreement.

                   The Company agrees to consider reasonably and within two
                   weeks of receipt any requests you make for a waiver from the
                   No Competition provisions for a particular acquisition.

                   You and the Company further agree that, if you enter into a
                   business or pursue other activities not in competition with
                   the Company (including the Company's subsidiaries), or
                   similar activities or business in locations the operation of
                   which, under such circumstances, does not violate the
                   Competition clause of this No Competition provision, and in
                   any event such new business, activities, or location is not
                   in violation of this No Competition provision or of your
                   obligations under this No Competition provision, if any, you
                   will not be chargeable with a violation of this provision if
                   the Company (including the Company's subsidiaries) shall
                   thereafter enter the same, similar, or a competitive (i)
                   business, (ii) course of activities, or (iii) location, as
                   applicable.

                   The covenants in this No Competition provision are severable
                   and separate, and the unenforceability of any specific
                   covenant does not affect the provisions of any other
                   covenant. Moreover, if any court of competent jurisdiction
                   shall determine that the scope, time, or territorial
                   restrictions set forth are unreasonable, then it is the
                   intention of the parties that such restrictions be enforced
                   to the fullest extent which the court deems reasonable, and
                   the Agreement shall thereby be reformed.

                   All of the covenants in this No Competition provision shall
                   be construed as an agreement independent of any other
                   provision in this Agreement, and the existence of any claim
                   or cause of action by you against the Company, whether
                   predicated on this Agreement or otherwise, shall not
                   constitute a defense to the enforcement by the Company of
                   such covenants. It is specifically agreed that the Restricted
                   Period, during which your

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                   agreements and covenants made in this provision shall be
                   effective, is computed by excluding from such computation any
                   time during which you are in violation of any provision of
                   the No Competition provision.

                   Notwithstanding any of the foregoing, if any applicable law
                   reduces the time period during which you are prohibited from
                   engaging in any competitive activity described in this
                   provision, you agree that the period for prohibition shall be
                   the maximum time permitted by law.

                   You specifically agree that the Company and the Spincos have
                   provided you with sufficient consideration for the
                   enforcement of the No Competition obligations for the
                   Restricted Period and for the assignment of this provision to
                   the Spincos.

                   After the Distributions, you agree that the Company will
                   assign to each Spinco the ability to enforce the
                   noncompetition provisions as to its own business.

Other              The Company acknowledges that you are also employed by CCC
Employment         and the Spincos, and agrees that such dual employment does
                   not breach this Agreement, unless and to the extent that you
                   thereby violate the No Competition provisions.

Return of          All records, designs, patents, business plans, financial
Company            statements, manuals, memoranda, lists and other property
Property           delivered to or compiled by you by or on behalf of the
                   Company (including the respective subsidiaries thereof) or
                   their representatives, vendors, or customers that pertain to
                   the business of the Company (including the respective
                   subsidiaries thereof) shall be and remain the property of the
                   Company, and be subject at all times to its discretion and
                   control. Likewise, you will make reasonably available at the
                   Company's request during business hours all correspondence,
                   reports, records, acquisition materials, charts, advertising
                   materials and other similar data pertaining to the business,
                   activities, or future plans of the Company that you have
                   collected or obtained.

Trade              You agree that you will not, during or after the term of this
Secrets            Agreement with the Company, disclose the specific terms of
                   the Company's (including the respective subsidiaries thereof)
                   relationships or agreements with its or their respective
                   significant vendors or customers or any other significant and
                   material trade secret of the Company (including the
                   respective subsidiaries thereof) whether in existence or
                   proposed, to any person, firm, partnership, corporation or
                   business for any reason or


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                   purpose whatsoever. For CCC or any other businesses with
                   which you are affiliated or in which you are a stockholder,
                   you may reach agreement on comparable terms with significant
                   vendors to the Company, so long as you do not provide copies
                   of or otherwise disclose the specific terms of the Company's
                   relationships or agreements.

Indemnification    If you are made a party to any threatened, pending, or
                   completed action, suit or proceeding, whether civil,
                   criminal, administrative or investigative (other than an
                   action by the Company against you), by reason of the fact
                   that you are or were performing services under this Agreement
                   or the 1997 Agreement then the Company must indemnify you
                   against all expenses (including attorneys' fees), judgments,
                   fines and amounts paid in settlement, as actually and
                   reasonably incurred by you in connection therewith to the
                   fullest extent provided by Delaware law and in accordance
                   with the Company's Bylaws. Further, while you are expected at
                   all times to use your best efforts to faithfully discharge
                   your duties under this Agreement, the Company will not hold
                   you liable to itself or its subsidiaries or affiliates for
                   errors or omissions made in good faith where you have not
                   exhibited gross, willful, or wanton negligence or misconduct
                   or performed criminal or fraudulent acts that materially
                   damage the business of the Company; provided, however, that
                   this sentence shall not apply to acts or omissions between
                   the effective date of the 1997 Agreement and the Closing
                   Date.

No Prior           You hereby represent and warrant to the Company that your
Agreements         execution of this Agreement, your services to the Company,
                   and the performance of your agreements hereunder will not
                   violate or be a breach of any agreement with a former or
                   current employer, client, or any other person or entity.
                   Further, you agree to indemnify the Company for any claim,
                   including, but not limited to, attorneys' fees and expenses
                   of investigation, by any such third party that such third
                   party may now have or may hereafter come to have against the
                   Company based upon or arising out of any non-competition
                   agreement, invention, or secrecy agreement between you and
                   such third party that was in existence as of the date of this
                   Agreement.

Complete           This Agreement is not a promise of future employment. You
Agreements         have no oral representations, understandings, or agreements
                   with the Company or any of its officers, directors, or
                   representatives covering the same subject matter as this
                   Agreement. This written Agreement is the final, complete, and
                   exclusive statement and expression of the agreement between
                   the Company and you with respect to all the terms of this
                   Agreement, and it

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                   cannot be varied, contradicted, or supplemented by evidence
                   of any prior or contemporaneous oral or written agreements.
                   This written Agreement may not be later modified except by a
                   further writing signed by a duly authorized officer of the
                   Company and you, and no term of this Agreement may be waived
                   except by writing signed by the party waiving the benefit of
                   such term.

Notice             Whenever any notice is required hereunder, it shall be given
                   in writing addressed as follows:

                   To the Company: U.S. Office Products Company
                                   1025 Thomas Jefferson Street, N.W.
                                   Suite 600 East
                                   Washington, D.C. 20007
                                   Attention: General Counsel

                   To Employee:    Jonathan J. Ledecky
                                   1400 34th St.,  N.W.
                                   Washington, D.C.  20007

                   Notice shall be deemed given and effective three days after
                   the deposit in the U.S. mail of a writing addressed as above
                   and sent first class mail, certified, return receipt
                   requested, or when actually received. Either party may change
                   the address for notice by notifying the other party of such
                   change in accordance with this Notice provision.

Severability       If any portion of this Agreement is held invalid or
                   inoperative, the other portions of this Agreement shall be
                   deemed valid and operative and, so far as is reasonable and
                   possible, effect shall be given to the intent manifested by
                   the portion held invalid or inoperative. This severability
                   provision shall be in addition to, and not in place of, the
                   comparable provisions in the No Competition provision.

Governing Law      This Agreement shall in all respects be construed according
                   to the laws of the State of Delaware, other than those
                   relating to conflicts of laws. Any decision as to breaches of
                   this Agreement or any provision herein shall be made pursuant
                   to a final, nonappealable decision of a court.

Binding Effect     This Agreement binds and benefits the Company and each of the
and Assignment     Spincos, each of their respective successors or assigns, and
                   your heirs and the personal representatives of your estate.
                   Without the Company's prior written consent, you may not 
                   assign or delegate this Agreement or any or


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                   all rights, duties, obligations, or interests under it. You
                   specifically agree that the Company may assign its rights
                   under No Competition, in whole or in part, to each Spinco
                   with respect to such Spinco's business.

Superseding        Contingent upon the Closing and effective only in that event,
Effect             this Agreement supersedes any prior oral or written
                   employment or severance agreements between you and the
                   Company (including specifically your 1997 Agreement
                   (including but not limited to its Change of Control
                   provisions) but specifically excluding your options to
                   purchase Company stock). Contingent upon the Closing and
                   effective only in that event, the 1997 Agreement will
                   terminate as of the Closing Date. Except as set forth above,
                   this Agreement supersedes all prior or contemporaneous
                   negotiations, commitments, agreements, and writings with
                   respect to the subject matter of this Agreement. All such
                   other negotiations, commitments, agreements, and writings
                   will have no further force or effect; and the parties to any
                   such other negotiation, commitment, agreement, or writing
                   will have no further rights or obligations thereunder.

Negotiated         You agree that you have consulted with counsel of your own
Agreement          selection and have negotiated the terms of this Agreement
                   with the Company. You and the Company agree that this
                   Agreement should not be construed against either party as the
                   'drafter.'

                          U.S. OFFICE PRODUCTS COMPANY

Date:                     By:
     --------------------    -----------------------------------
                             Thomas Morgan
                             President and Chief Executive Officer



I agree to and accept these terms:

Date: 
     --------------------    -----------------------------------
                             Jonathan J. Ledecky


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