AHL SERVICES INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>6
<FILENAME>g75162kex10-10.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this 1st day of April, 2002, by and between HEINZ STUBBLEFIELD, an individual
resident of the State of Maryland ("Employee"), and AHL SERVICES, INC., a
Georgia corporation with its principal place of business in Plymouth, Minnesota
(the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to employ Employee, and Employee desires
to be employed by the Company, on the terms and conditions hereinafter set
forth, effective as of April 1, 2002 (the "Effective Date");

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:

                  Section 1 Employment.

                  Subject to satisfactory analyst references and the terms
hereof, Employee is hereby employed on the Effective date as the Chief Financial
Officer ("CFO") of the Company or in such other capacity as the Board of
Directors of the Company (the "Board of Directors") may determine in its
discretion from time to time. Employee agrees to devote his full business time,
attention, skill and efforts exclusively to the faithful performance of his
duties hereunder.

                  Section 2 Term of Employment.

                  Employee's employment hereunder shall be from the Effective
Date until the fourth anniversary of the Effective Date unless terminated
earlier as provided herein (the "Term"). The Term may be extended by written
agreement between Employee and an authorized representative of the Company.

                  Section 3 Compensation.

                  The Company will provide Employee with the following
compensation during the Term:

                           (a)      Base Salary. Employee will be paid no less
                                    than Two Hundred Fifty Thousand Dollars
                                    ($250,000.00) per annum, less deductions and
                                    withholdings required by applicable law
                                    ("Base Salary"), in equal monthly
                                    installments or more frequent installments
                                    as are customary under the Company's payroll
                                    practices from time to time. The Base Salary
                                    shall be reviewed by the Board of


<PAGE>

                                    Directors on at least an annual basis and
                                    may be increased at its discretion.

                           (b)      Bonus. Employee shall be eligible for an
                                    annual bonus ("Bonus") of up to 50% of Base
                                    Salary, payable at the sole discretion of
                                    the Board of Directors. The Bonus will
                                    generally be contingent upon the Company's
                                    financial performance and Employee's
                                    achievement of objectives established by the
                                    Chief Executive Officer. Any Bonus awarded
                                    hereunder shall be paid within a reasonable
                                    time following the Company's receipt of
                                    annual audited financial results (which is
                                    expected to occur in March of each year).

                           (c)      Expenses. the Company shall reimburse
                                    Employee for all reasonable and necessary
                                    expenses incurred by Employee at the request
                                    of and on behalf of the Company upon
                                    submission of adequate documentation from
                                    Employee.

                           (d)      Benefit Plans. Employee may participate in
                                    such medical, dental, disability,
                                    hospitalization, life insurance and other
                                    benefit plans (such as pension and profit
                                    sharing plans) as the Company maintains from
                                    time to time for the benefit of other
                                    executives of the Company, on the terms and
                                    subject to the conditions set forth in such
                                    plans.

                  Section 4 Termination.

                  4.1      Methods of Termination. This Agreement and Employee's
employment with the Company shall terminate at the end of the Term, or earlier
as follows:

                           (a)      For Good Cause. The Company may terminate
                                    this Agreement and Employee's employment at
                                    any time for Good Cause ("Good Cause
                                    Termination"). "Good Cause" means Employee
                                    (i) is convicted of, pleads guilty to, or
                                    confesses to any felony or a misdemeanor
                                    involving moral turpitude; (ii) has
                                    committed an act of fraud, misappropriation
                                    or embezzlement or an act evidencing
                                    dishonesty toward the Company or an
                                    affiliate of the Company, as determined by
                                    the Company in good faith; (iii) has engaged
                                    in conduct materially damaging to the
                                    property, business, or reputation of the
                                    Company or an affiliate of the Company, as
                                    determined by the Company in good faith;
                                    (iv) has negligently committed an act or
                                    omission which has materially damaged or
                                    prejudiced the Company which is not
                                    reasonably cured within thirty (30) days
                                    after Employee receives written
                                    notice from the Company; (v) has breached
                                    this Agreement, which breach is not cured
                                    within thirty (30) days after Employee
                                    receives written


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<PAGE>

                                    notice of the breach from the Company; (vi)
                                    if having corrected a breach, act or
                                    omission as set forth in this Section
                                    4.1(a), Employee thereafter commits a
                                    similar act, omission or breach; and (vii)
                                    Employee fails to comply with his
                                    obligations pursuant to Section 7 hereto.

                           (b)      Company Notice. The Company may immediately
                                    terminate this Agreement and Employee's
                                    employment at any time for any reason not
                                    included in the definition of Good Cause by
                                    giving Employee written notice of such
                                    termination ("Company Notice Termination.")

                           (c)      Employee Notice. Employee may terminate this
                                    Agreement and his employment with the
                                    Company at any time for any reason by giving
                                    the Company thirty (30) days prior written
                                    notice of such termination ("Employee Notice
                                    Termination").

                           (d)      Death or Disability. This Agreement and
                                    Employee's employment will terminate
                                    immediately upon the death or Disability of
                                    Employee ("Death or Disability
                                    Termination"). "Disability" shall mean the
                                    inability of Employee for an aggregate of
                                    more than three (3) months during any
                                    consecutive twelve (12) month period to
                                    perform the essential functions of
                                    Employee's job due to a physical or mental
                                    impairment, incapacity or infirmity, and
                                    with respect to which the Company is unable
                                    to provide accommodations without undue
                                    hardship.

                  4.2      Results of Termination.

                           (a)      Good Cause Termination or Employee Notice
                                    Termination. If this Agreement and
                                    Employee's employment with the Company are
                                    terminated by Good Cause Termination or
                                    Employee Notice Termination, Employee's
                                    compensation and benefits hereunder will
                                    terminate effective as of the date
                                    Employee's employment so terminates;
                                    provided, however, that Employee shall be
                                    entitled to receive any earned but unpaid
                                    Base Salary and Bonus. Subject to Section
                                    3(b) hereof, Employee shall be deemed to
                                    have earned any Bonus payable with respect
                                    to the calendar year in which such
                                    termination occurs on a prorated basis
                                    (based on the number of days in such
                                    calendar year through and including the date
                                    of termination divided by 365). Any such
                                    Bonus shall be payable on the date on which
                                    the Bonus would have been paid had Employee
                                    continued his employment hereunder.


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<PAGE>


                           (b)      Company Notice Termination. If Employee's
                                    employment hereunder is terminated by
                                    Company Notice Termination, the Company
                                    shall: (i) pay Employee any earned but
                                    unpaid Salary and Bonus; and (ii) continue
                                    to pay Employee his Base Salary for a period
                                    of twelve (12) months following the date
                                    Employee's employment so terminates, on the
                                    same basis as if Employee continued to serve
                                    as an employee hereunder; provided, however,
                                    that if Employee receives a Change of
                                    Control payment pursuant to Section 5
                                    hereof, his right to receive continuing Base
                                    Salary payments pursuant to this Section
                                    4.2(b)(ii) shall immediately terminate.
                                    Subject to Section 3(b) hereof, Employee
                                    shall be deemed to have earned any Bonus
                                    payable with respect to the calendar year in
                                    which the such termination occurs on a
                                    prorated basis (based on the number of days
                                    in such calendar year through and including
                                    the date of termination divided by 365). Any
                                    such Bonus shall be payable on the date on
                                    which the Bonus would have been paid had
                                    Employee continued his employment hereunder.

                           (c)      Death or Disability Termination. If
                                    Employee's employment hereunder is
                                    terminated due to a Death or Disability
                                    Termination, the Company shall: (i) pay
                                    Employee any earned but unpaid Salary and
                                    Bonus; and (ii) continue to pay Employee (or
                                    his estate) his Base Salary for a period of
                                    ninety (90) days following the date
                                    Employee's employment so terminates, on the
                                    same basis as if Employee continued to serve
                                    as an employee hereunder; provided, however,
                                    that if Employee receives a Change of
                                    Control payment pursuant to Section 5
                                    hereof, his right to receive continuing Base
                                    Salary payments pursuant to this Section
                                    4.2(b)(ii) shall immediately terminate.
                                    Subject to Section 3(b) hereof, Employee
                                    shall be deemed to have earned any Bonus
                                    payable with respect to the calendar year in
                                    which the such termination occurs on a
                                    prorated basis (based on the number of days
                                    in such calendar year through and including
                                    the date of termination divided by 365). Any
                                    such Bonus shall be payable on the date on
                                    which the Bonus would have been paid had
                                    Employee continued his employment hereunder.

                  Section 5 Change of Control.

                  5.1      Change of Control Payment. If the Company undergoes a
Change of Control or a Going Private Transaction (as hereinafter defined) prior
to the second anniversary of the Effective Date, and provided Employee is
employed by the Company at such time, Employee will receive a lump-sum payment
in the amount of Five Hundred Thousand Dollars ($500,000). If a Change of
Control or a Going Private Transaction occurs following the second anniversary
of the Effective Date, and provided Employee is employed by the Company at such
time,


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<PAGE>


Employee will receive a lump sum payment in the amount of Two Hundred Fifty
Thousand Dollars ($250,000).

                  5.2      Definitions. A "Change of Control" shall be deemed to
have occurred if (i) any person or any two or more persons acting as a group
(exclusive of Frank A. Argenbright, Jr.), and all affiliates of such person or
persons (a "Group"), who prior to such time owned less than 50% of the then
outstanding shares of capital stock of the Company, shall acquire shares of
capital stock of the Company in one or more transactions or series of
transactions, and after such transaction or transactions such person or group
and affiliates beneficially own 50% or more of the Company's shares of capital
stock, (ii) the Company shall sell all or substantially all of its assets to any
Group which, immediately prior to the time if such transaction, owned less than
50% of the shares of capital stock of the Company, or (iii) the Company shall
merge with or consolidate into any Group which, immediately prior to the time of
such transaction, owned less than 50% of the shares of capital stock of the
Company, and shall not be the surviving entity of such merger or consolidation.
A "Going Private Transaction" is a transaction in which (or an event upon the
occurrence of which), upon consummation, the Company ceases to exist as a public
company.

                  Section 6 Stock Options.

                  6.1      Grant of Stock Options. In order to more closely
align Employee's interests with those of the Company's shareholders, Employee
will be granted stock options pursuant to the 1997 Stock Incentive Plan, as
amended (the "Plan"), as follows:

                           (a)      Stock Option Grant.

                                    (i)      Effective as of April 1, 2002 (the
                                             "Grant Date"), Employee is hereby
                                             granted stock options to purchase
                                             250,000 shares of common stock of
                                             the Company at an exercise price of
                                             $5.00 per share (the "Stock
                                             Options"). The Stock Options shall
                                             become exercisable in accordance
                                             with the following vesting
                                             schedule:


<TABLE>
<CAPTION>
          VESTING DATE                             NUMBER OF SHARES
          ------------                             ----------------
<S>                                                <C>
First Anniversary of Effective Date                     62,500
Second Anniversary of Effective Date                    62,500
Third Anniversary of Effective Date                     62,500
Fourth Anniversary of Effective Date                    62,500
</TABLE>


                                    (ii)     The Stock Options granted under
                                             Section 6.1(a)(i) will expire ten
                                             years from the Grant Date, except
                                             as otherwise provided in Section
                                             6.2 hereof.


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<PAGE>

                           (b)      Accelerated Vesting. The Stock Options
                                    granted to Employee pursuant to this
                                    Agreement will become fully exercisable if
                                    the Company undergoes a Change of Control or
                                    consummates a Going Private Transaction as
                                    defined herein.

                           (c)      Stock Splits and Recapitalization. The
                                    number of shares of common stock issuable
                                    upon exercise of the Stock Options granted
                                    to Employee by the Company and the exercise
                                    price of such options shall be automatically
                                    adjusted to reflect any change in the
                                    capitalization of the Company, including,
                                    but not limited to, such changes as stock
                                    dividends, stock splits, recapitalizations
                                    or extraordinary distributions or dividend
                                    on its shares to compensate Employee for the
                                    economic effect thereof. If any adjustment
                                    under this Section would create the right of
                                    Employee to acquire a fractional share of
                                    stock, such fractional share shall be
                                    disregarded and the number of shares of
                                    common stock subject to the options shall be
                                    the next lower number of whole shares of
                                    common stock, rounding all fractions
                                    downward.

                  6.2      Termination of Employment. The grant of Stock Options
to Employee under this Agreement shall not restrict or in any manner affect the
Company's right to terminate the employment of Employee at any time, with or
without cause. If Employee's employment is terminated pursuant to Death or
Disability Termination, all Stock Options previously granted to Employee will
immediately become exercisable upon such termination, and the Stock Options will
expire in accordance with their respective scheduled expiration dates. If
Employee's employment is terminated pursuant to Company Notice Termination, all
Stock Options previously granted to Employee will immediately become exercisable
upon such termination, and the Stock Options will expire on the first
anniversary of the Termination Date (as defined below). If Employee's employment
is terminated pursuant to Good Cause Termination or Employee Notice Termination:
(i) Stock Options that are not exercisable as of the Termination Date shall be
forfeited on the Termination Date; and (ii) Stock Options which are exercisable
as of the Termination Date will be exercisable for a period of one year from the
Termination Date, and after such one year period, all unexercised Stock Options
will expire. Upon the death of Employee, any Stock Options which Employee would
otherwise be entitled to exercise pursuant to this paragraph may be exercised by
his personal representatives or heirs, as applicable.

                  6.3      Exercise. Vested Stock Options may be exercised by
Employee upon five business days' written notice of exercise to the Company,
specifying the number of shares to be purchased and the total purchase price,
accompanied by a check payable to the order of the Company in the amount of the
purchase price. If the Company is required to make withholdings related to any
present or future tax imposed as result of a Stock Option exercise, the notice
of exercise shall be accompanied by an additional check payable to the order of
the Company in an amount equal to such withholding. Employee agrees to enter
into any agreement that the Company may request in connection with the exercise
of any Stock Options.


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<PAGE>


                  6.4      Nontransferable. Except as provided herein, the Stock
Options shall not be transferred, assigned, pledged, hypothecated or disposed of
in any way, whether by operation of law or otherwise, and such options shall be
exercisable during Employee's lifetime only by Employee. Upon Employee's death,
vested Stock Options may be transferred under applicable laws of descent and
distribution to Employee's estate, subject to the requirements of Section 6.2
hereof.

                  6.5      Securities Act. THE STOCK OPTIONS AND THE SHARES OF
COMMON STOCK (THE "SHARES") ISSUABLE UPON EXERCISE OF THE STOCK OPTIONS HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS. THE STOCK OPTIONS AND SHARES ARE OFFERED
PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE ACT AND CERTAIN RULES AND
REGULATIONS PROMULGATED PURSUANT THERETO. THE SHARES MAY NOT BE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO EMPLOYER
AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

                  6.6      Registration Statement on Form S-8. The Company
undertakes to file a Registration Statement on Form S-8 to register the shares
of common stock issuable upon exercise of the Stock Options within twelve months
from the date of this Agreement.

                  6.7      Non-Incentive Options. The Stock Options granted by
the Company to Employee are not intended to be, and shall not be treated as,
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended.

                  6.8      Inconsistent Terms. To the extent that the terms of
the Stock Options granted herein are inconsistent with the terms of the Plan,
the terms of the Stock Options granted herein shall control.

                  Section 7 Partial Restraint on Post-termination Competition.

                  7.1      Restrictions on Conduct of Executive.

                           (a)      General. Employee and the Company understand
                                    and agree that the purpose of the provisions
                                    of this Section 7 is to protect legitimate
                                    business interests of the Company, as more
                                    fully described below, and is not intended
                                    to eliminate Employee's post-employment
                                    competition with the Company per se, nor is
                                    it intended to impair or infringe upon
                                    Employee's right to work, earn a living, or
                                    acquire and possess property from the fruits
                                    of his labor. Employee hereby acknowledges
                                    that the post-employment restrictions set
                                    forth in this Section 7 are reasonable and
                                    that they do not, and will not, unduly
                                    impair his ability to earn a living after


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<PAGE>


                                    the termination of this Agreement.
                                    Therefore, subject to the limitations of
                                    reasonableness imposed by law, Employee
                                    shall be bound to the restrictions set forth
                                    in this Section 7.

                           (b)      Definitions. The following capitalized terms
                                    used in this Section 7 shall have the
                                    meanings assigned to them below, which
                                    definitions shall apply to both the singular
                                    and the plural forms of such terms:

                           "Company Activities" means all business activities
engaged in or actively pursued by the Company as of the Termination Date.

                           "Confidential  Information" means all information
regarding the Company, its activities, business or clients that is the subject
of reasonable efforts by the Company to maintain its confidentiality and that is
not generally disclosed by practice or authority to persons not employed by the
Company, but that does not rise to the level of a Trade Secret. "Confidential
Information" shall include, but is not limited to, financial plans and data
concerning the Company; management planning information; business plans;
operational methods; market studies; marketing plans or strategies; product
development techniques or plans; customer names; details of customer contracts;
current and anticipated customer requirements; past, current and planned
research and development; business acquisition plans; and new personnel
acquisition plans. "Confidential Information" shall not include information that
has become generally available to the public by the act of one who has the right
to disclose such information without violating any right or privilege of the
Company. This definition shall not limit any definition of "confidential
information" or any equivalent term under state or federal law.

                           "Material Contact" shall mean (i) actual contact
between Employee and each Protected Customer with whom Employee had interaction
in an effort to further a business relationship on behalf of the Company; and
(ii) those situations where Employee obtained or was exposed to information
regarding a Protected Customer's business requirements, operations, pricing, or
relationship with the Company as a result of his role as CFO and and/or a senior
executive of the Company.

                           "Person" means any individual or any corporation,
partnership, joint venture, limited liability company, association or other
entity or enterprise.

                           "Principal or Representative" means a principal,
owner, partner, shareholder, joint venturer, investor, member, trustee,
director,
officer, manager, employee, agent, representative or consultant.

                           "Protected Customers" means any Person to whom the
Company has sold its products or services or solicited to sell its products or
services during the twelve (12) months prior to the Termination Date.

                           "Protected Employees" means all employees of the
Company who were employed by the Company at any time within twelve (12) months
prior to the Termination Date.


                                       8

<PAGE>


                           "Restrictive Covenants" means the restrictive
covenants contained in Section 7(c) hereof.

                           "Restricted Period" means (i) for Restrictive
Covenants, the Term and a period extending one (1) year from the Termination
Date; and (ii) for Confidential Information, the Term and a period extending
five (5) years from the Termination Date.

                           "Termination Date" means the date of termination of
Employee's employment with the Company for any reason whatsoever.

                           "Territory" means the United States of America and
any other territory or country in which the Company engages in business as of
the Termination Date.

                           "Trade Secret" means all information, without regard
to form, including, but not limited to, technical or nontechnical data, a
formula, a pattern, a compilation, a program, a device, a method, a technique, a
drawing, a process, financial data, financial plans, product plans, distribution
lists or a list of actual or potential customers, advertisers or suppliers which
is not commonly known by or available to the public and which information: (A)
derives economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use; and (B) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy.
Without limiting the foregoing, Trade Secret means any item of confidential
information that constitutes a "trade secret(s)" under the common law or
statutory law of the State of Minnesota.

                           "Work Product" means any and all work product,
property, data documentation or information of any kind, prepared, conceived,
discovered, developed or created by Employee for the Company or its
subsidiaries, or any of the Company's or its subsidiary's clients or customers.

                           (c)      Restrictive Covenants.

                                    (i)      Restriction on Disclosure and Use
                                             of Confidential Information and
                                             Trade Secrets. Employee
                                             acknowledges and agrees that as a
                                             senior executive he will obtain or
                                             be exposed to the Company's Trade
                                             Secrets and Confidential
                                             information and that such Trade
                                             Secrets and Confidential
                                             Information would inevitably be
                                             disclosed should Employee work in
                                             an executive capacity for a
                                             competitor of the Company. Employee
                                             understands and agrees that the
                                             Confidential Information and Trade
                                             Secrets constitute valuable assets
                                             of the Company and its affiliated
                                             entities, and may not be converted
                                             to his own use. Accordingly, except
                                             as necessary for Employee to
                                             perform his normal


                                       9


<PAGE>


                                             and customary duties for the
                                             Company, Employee hereby agrees
                                             that he shall not, directly or
                                             indirectly, at any time during the
                                             Restricted Period reveal, divulge,
                                             or disclose to any Person not
                                             expressly authorized by the Company
                                             any Confidential Information, and
                                             Employee shall not, directly or
                                             indirectly, at any time during the
                                             Restricted Period use or make use
                                             of any Confidential Information in
                                             connection with any business
                                             activity other than that of the
                                             Company. Throughout the Term at all
                                             times after the date that this
                                             Agreement terminates for any
                                             reason, Employee shall not directly
                                             or indirectly transmit or disclose
                                             any Trade Secret of the Company to
                                             any Person, and shall not make use
                                             of any such Trade Secret, directly
                                             or indirectly, for himself or for
                                             others, without the prior written
                                             consent of the Company, for so long
                                             as the material or information
                                             remains a Trade Secret. The parties
                                             acknowledge and agree that this
                                             Agreement is not intended to, and
                                             does not, alter either the
                                             Company's rights or Employee's
                                             obligations under any state or
                                             federal statutory or common law
                                             regarding trade secrets and unfair
                                             trade practices. Anything herein to
                                             the contrary notwithstanding,
                                             Employee shall not be restricted
                                             from disclosing or using
                                             Confidential Information that is
                                             required to be disclosed by law,
                                             court order or other legal process;
                                             provided, however, that in the
                                             event disclosure is required by
                                             law, Employee shall provide the
                                             Company with prompt notice of such
                                             requirement so that it may seek an
                                             appropriate protective order prior
                                             to any such required disclosure.

                                    (ii)     Nonsolicitation of Protected
                                             Employees. Employee understands and
                                             agrees that the relationship
                                             between the Company and each of its
                                             Protected Employees constitutes a
                                             valuable asset of the Company and
                                             may not be converted to Employee's
                                             own use. Accordingly, Employee
                                             hereby agrees that during the
                                             Restricted Period Employee shall
                                             not directly or indirectly on
                                             Employee's own behalf or as a
                                             Principal or Representative of any
                                             Person or otherwise solicit or
                                             induce any Protected Employee to
                                             terminate his or his employment
                                             relationship with the Company or to
                                             enter into employment with any
                                             other Person.

                                    (iii)    Non-Solicitation of Protected
                                             Customers. The Confidential
                                             Information, Trade Secrets, and
                                             other valuable proprietary
                                             information maintained by the
                                             Company about its Protected
                                             Customers (including but not
                                             limited to those Protected
                                             Customers' names and employment
                                             needs) and the


                                       10


<PAGE>

                                             particulars of its relationship
                                             with such Protected Customers are
                                             among the most valuable assets of
                                             the Company. Thus, Employee agrees
                                             that during the Restricted Period,
                                             Employee shall not solicit any
                                             Protected Customers of the Company
                                             with whom Employee had Material
                                             Contact during the last twelve
                                             months of Employee's employment
                                             with the Company for the purpose of
                                             competing with the Company.

                                    (iv)     Covenant Not to Compete. Employee
                                             agrees that during the Restricted
                                             Period, he will not, in the
                                             Territory, either alone or in
                                             conjunction with others, be
                                             employed or provide services to a
                                             competitor of the Company for the
                                             purpose of competing with the
                                             Company in the Company Activities.

                                    (v)      Ownership of Work Product. To the
                                             greatest extent possible, all Work
                                             Product shall be deemed to be "work
                                             made for hire" (as defined in the
                                             Copyright Act, 17 U.S.C.A.ss.ss.101
                                             et seq., as amended) and owned
                                             exclusively by the Company.
                                             Employee hereby unconditionally and
                                             irrevocably transfers and assigns
                                             to the Company all rights, title
                                             and interest Employee may have in
                                             or to any and all Work Product,
                                             including, without limitation, all
                                             patents, copyrights, trademarks,
                                             service marks and other
                                             intellectual property rights.
                                             Employee agrees to execute and
                                             deliver to the Company any
                                             transfers, assignments, documents
                                             or other instruments which the
                                             Company may deem necessary or
                                             appropriate to vest complete title
                                             and ownership of any and all Work
                                             Product, and all rights therein,
                                             exclusively in the Company.

                           (d)      Enforcement of Restrictive Covenants.

                                    (i)      Rights and Remedies Upon Breach. In
                                             the event Employee breaches, or
                                             threatens to commit a breach of,
                                             any of the provisions of the
                                             Restrictive Covenants, the Company
                                             shall have the following rights and
                                             remedies, which shall be
                                             independent of any others in this
                                             Agreement and severally
                                             enforceable. The following rights
                                             and remedies are not in lieu of any
                                             other rights and remedies available
                                             to the Company at law or in equity:

                                    (ii)     the right and remedy to enjoin,
                                             preliminarily and permanently,
                                             Employee from violating or
                                             threatening to violate the
                                             Restrictive Covenants and to have
                                             the Restrictive Covenants
                                             specifically enforced by any court
                                             of


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<PAGE>

                                             competent jurisdiction, it being
                                             agreed that any breach or
                                             threatened breach of the
                                             Restrictive Covenants would cause
                                             irreparable injury to the Company
                                             and that money damages alone would
                                             not provide an adequate remedy to
                                             the Company; and

                                    (iii)    the right and remedy to require
                                             Employee to account for and pay
                                             over to the Company all
                                             compensation, profits, monies,
                                             accruals, increments or other
                                             benefits derived or received by
                                             Employee as the result of any
                                             transactions constituting a breach
                                             of the Restrictive Covenants.

                           (e)      Severability of Covenants. Employee
                                    acknowledges and agrees that the Restrictive
                                    Covenants are reasonable and valid in time
                                    and scope and in all other respects. The
                                    covenants set forth in this Agreement shall
                                    be considered and construed as separate and
                                    independent covenants. Should any part or
                                    provision of any covenant be held invalid,
                                    void or unenforceable in any court of
                                    competent jurisdiction, such invalidity,
                                    voidness or unenforceability shall not
                                    render invalid, void or unenforceable any
                                    other part or provision of this Agreement.
                                    If any portion of the foregoing provisions
                                    is found to be invalid or unenforceable by a
                                    court of competent jurisdiction because its
                                    duration, the territory, the definition of
                                    activities or the definition of information
                                    covered is considered to be invalid or
                                    unreasonable in scope, the invalid or
                                    unreasonable term shall be redefined, or a
                                    new enforceable term provided, such that the
                                    intent of the Company and Employee in
                                    agreeing to the provisions of this Agreement
                                    will not be impaired and the provision in
                                    question shall be enforceable to the fullest
                                    extent of the applicable laws.

                           (f)      Passive Investments. Nothing contained in
                                    this Section 7 shall prohibit Employee from
                                    acquiring less than five percent (5%) of any
                                    company whose common stock is publicly
                                    traded on a national securities exchange or
                                    in the over-the-counter market.

                  Section 8 Miscellaneous.

                  8.1      Severability. The covenants in this Agreement shall
be construed as covenants independent of one another and as obligations distinct
from any other contract between Employee and the Company. Any claim that
Employee may have against the Company shall not constitute a defense to
enforcement by the Company of this Agreement.

                  8.2      Survival of Obligations. The covenants in Section 7
shall survive termination of Employee's employment, regardless of who causes the
termination and under what circumstances.



                                       12
<PAGE>


                  8.3      Notices. Any notice or other document to be given
hereunder by any party hereto to any other party hereto shall be in writing and
delivered in person or by courier, by telecopy transmission or sent by any
express mail service, postage or fees prepaid at the following addresses:

                  The Company

                           AHL Services, Inc.
                           2 Carlson Parkway
                           Suite 400
                           Plymouth, MN 55447
                           Attention: Debra McCreight, VP Human Resources
                           Telecopy No.: (763) 745-1902


                  Employee

                           Heinz Stubblefield
                           ------------------------------
                           ------------------------------
                           Telecopy No.:
                                         ----------------

or at such other address or number for a party as shall be specified by like
notice. Any notice which is delivered in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or its agent.

                  8.4       Binding Effect. This Agreement inures to the benefit
of, and is binding upon, the Company and their respective successors and
assigns, and Employee, together with Employee's executor, administrator,
personal representative, heirs, and legatees.

                  8.5      Entire Agreement. This Agreement is intended by the
parties hereto to be the final expression of their agreement with respect to the
subject matter hereof and is the complete and exclusive statement of the terms
thereof, notwithstanding any representations, statements or agreements to the
contrary heretofore made. This Agreement may be modified only by a written
instrument signed by all of the parties hereto.

                  8.6      Governing Law. This Agreement shall be deemed to be
made in, and in all respects shall be interpreted, construed, and governed by
and in accordance with, the laws of the State of Minnesota. No provision of this
Agreement shall be construed against or interpreted to the disadvantage of any
party hereto by any court or other governmental or judicial authority or by any
board of arbitrators by reason of such party or its counsel having or being
deemed to have structured or drafted such provision.


                                       13


<PAGE>

                  8.7      Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Unless otherwise
specified to the contrary, all references to sections and paragraph headings are
references to sections and paragraph headings of this Agreement.

                  8.8      Specific Performance. Each party hereto hereby agrees
that any remedy at law for any breach of the provisions contained in this
Agreement shall be inadequate and that the other parties hereto shall be
entitled to specific performance and any other appropriate injunctive relief in
addition to any other remedy such party might have under this Agreement or at
law or in equity.

                  8.9      Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

                                 AHL SERVICES, INC.


                                 By:
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                        ----------------------------------------

                                 EMPLOYEE


                                 -----------------------------------------------
                                 Heinz Stubblefield








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</TEXT>
</DOCUMENT>
