AHL SERVICES INC
SEPARATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>g72826ex10-5.txt
<DESCRIPTION>SEPARATION AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                              SEPARATION AGREEMENT

               THIS SEPARATION AGREEMENT ("Agreement"), dated as of this 2nd day
of November, 2001, is made and entered into between THOMAS H. MARANO, an
individual resident of the State of Florida ("Marano"), and AHL SERVICES, INC.,
a Georgia corporation (the "Company").

                              W I T N E S S E T H:

               WHEREAS, Marano has been employed by the Company pursuant to a
Restated Employment Agreement between Marano and the Company dated as of
February 1, 1997, as amended by Amendment No. 1 to Restated Employment Agreement
dated as of February 28, 1997 (collectively, the "Employment Agreement");

               WHEREAS, the Employment Agreement expires by its terms on
December 31, 2001 (the "Termination Date"), following which Marano will cease to
be an employee and officer of the Company;

               WHEREAS, the Company and Marano desire to settle fully and
finally all claims Marano may have against the Company, and the Company is
offering additional consideration to Marano in exchange for a release and waiver
of claims under, among other things, the Age Discrimination in Employment Act;

               WHEREAS, in recognition of Marano's executive position with the
Company and his knowledge and experience concerning the Company's Business and
its confidential information and trade secrets, Marano has agreed to provide
Company with other protections as set forth herein;


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         WHEREAS, except as expressly provided herein, the Company and Marano
intend that this agreement supersede and replace any and all other agreements
entered into between the Company and Marano; and

         WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Employment Agreement.

         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 Termination of Employment.

         Marano and the Company agree that, pursuant to the terms of the
Employment Agreement, as of the Termination Date Marano will cease to be an
employee or officer of the Company.

         Section 2 Consulting Agreement.

         As further consideration for the obligations and undertakings of the
Company set forth herein, including but not limited to the payments set forth in
Section 3(a) hereof, during the calendar year 2002 Marano shall provide
consulting services to the Company, at the Company's request, upon reasonable
notice by the Company. Marano agrees to use his special knowledge, experience,
judgment, and relationships in providing the Company with consulting services,
if any. In performing consulting services, Marano shall (1) be an independent
contractor, and shall not have management authority over any employees of the
Company, and the manner, means, details or methods by which Marano performs his
obligations under this Agreement shall be solely at his discretion; and (2)
comply with all applicable federal, state, and local laws and regulations and
conduct himself in an ethical manner at all times. The Company agrees to

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reimburse Marano for the following reasonable expenses incurred in connection
with performing consulting services: parking fees; travel related expenses; long
distance telephone expenses; and photocopying expenses. All travel related
expenses must be approved by the Company in advance of their being incurred.
Marano shall submit supporting documentation for all consulting expenses.

         Section 3 Payments to Marano.

         (a)      Payment. Provided Marano complies in all material respects
with the terms of this Agreement (including but not limited to those set forth
in Section 4, below), following the Termination Date the Company shall pay
Marano the cumulative sum of $411,000 in twelve equal installments of $34,250
each month.

         (b)      Taxes and withholding. Marano shall be solely responsible for
the payment of all taxes and/or withholding required by virtue of the payments
made pursuant to section 3(a) above. Marano shall indemnify and hold harmless
the Company for and from any resulting tax liability, including interest,
penalties, costs and expenses (as well as reasonable attorneys' fees), arising
from or related to the Company's payments to Marano as set forth herein.

         (c)      Compensation. As of the Termination Date, and notwithstanding
anything to the contrary contained in the Employment Agreement, Marano
acknowledges and agrees that he shall have no rights to any additional payments
or compensation, except that:

                  (i)      Marano shall be entitled to receive the Salary
                           otherwise payable to him under the Employment
                           Agreement through and including the Termination Date;

                  (ii)     Marano acknowledges and agrees that he shall not be
                           entitled to receive any Bonus for calendar year 2001;

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                  (iii)    Marano shall be entitled to receive the car allowance
                           provided for in the Employment Agreement through and
                           including the Termination Date; and

                  (iv)     Marano shall be entitled to reimbursement of
                           reasonable and necessary expenses incurred by him on
                           or prior to the Termination Date at the request of
                           and on behalf of the Company.

                  (v)      Marano shall be entitled to use his remaining paid
                           vacation on the following dates: November 12, 13, 19,
                           and December 3, 4, 5, and 6, 2001.

         (d)      Benefit Plans. As of the Termination Date and notwithstanding
anything to the contrary contained in the Employment Agreement, Marano shall
have no rights to participate in any benefit plans of the Company except as
required by the Consolidated Omnibus Budget Reconciliation Act of 1986, as
amended ("COBRA"), or other applicable law. Marano shall be solely responsible
for all premium payments, if any.

         (e)      Stock Options. In consideration of the promises and agreements
herein, Marano agrees to relinquish the following stock options:

<TABLE>
<CAPTION>
                                                                               EXERCISE PRICE
 DATE OF GRANT                                   NUMBER OF SHARES                 PER SHARE                    EXPIRATION DATE
<S>                                              <C>                           <C>                            <C>
October 31, 1997                                      50,000                       17.875                     October 31, 2007

October 9, 1998                                       25,000                        21.75                      October 9, 2008

May 14, 1999                                          50,000                       25.375                       May 14, 2009

October 28, 1999                                      20,000                       20.6875                    October 28, 2009
</TABLE>

         The following stock options shall survive the termination of Marano's
employment (the "Surviving Options"):


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<TABLE>
<CAPTION>
                                                                                EXERCISE PRICE
  DATE OF GRANT                                   NUMBER OF SHARES                 PER SHARE                   EXPIRATION DATE
<S>                                               <C>                           <C>                           <C>
 December 1, 1996                                      268,750                      $10.00                    December 1, 2006

February 28, 1997                                       6,250                        10.00                    February 28, 2007

   May 9, 2000                                         30,000                       8.8125                       May 9, 2010

  July 11, 2000                                        15,000                        6.875                      July 11, 2010

   May 10, 2001                                        45,000                        7.91                       May 10, 2011
</TABLE>


               The exercise rights and expiration of the Surviving Options shall
be governed by the terms of the Company's 1997 Stock Incentive Plan.
(f) Suite at University of Virginia's Scott Stadium. Marano understands and
agrees that the Company shall have no future obligation to pay, and shall not
pay, for the cost of renting or maintaining the football suite at the University
of Virginia's Scott Stadium. Marano agrees that he shall use his best efforts to
release the Company from any and all responsibility for rental and maintenance
of the suite (if any), and shall indemnify and hold the Company harmless from
and against any and all costs, expenses, claims, damages and liabilities arising
out of or relating to the rental or maintenance of the football suite.

         Section 4         Non-Competition, Trade Secrets, Confidential
                           Information, and Non Solicitation.

         Section 5 of the Employment Agreement shall remain in full force and
effect after the Termination Date, provided that the definition of "Company
Activities" in Section 5.1 of the Employment Agreement is hereby amended to
include, in addition to the activities listed therein, any business or service
engaged in by Employer as of the Termination Date, and the definition of
"Territory" in Section 5.1 of the Employment Agreement is hereby amended to read
in its entirety as follows: "the United States of America, the United Kingdom
and Germany." The


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restrictions stated in this Agreement and Section 5 of the Employment Agreement
are in addition to and not in lieu of protections afforded to Trade Secrets and
Confidential Information under applicable state law. Nothing in this Agreement
or Section 5 of the Employment Agreement is intended to or shall be interpreted
as diminishing or otherwise limiting the Company's right under applicable state
law to protect its Trade Secrets and Confidential Information.

         Section 5 General Release by Marano.

         (a)      Marano hereby knowingly and voluntarily releases and forever
discharges the Company and each of its affiliates, predecessors, successors,
parents, subsidiaries, divisions and assigns and their respective current and
former officers, directors, partners, shareholders, representatives, employees,
former employees, attorneys, and agents (collectively referred to as
"Releasees"), collectively, separately, and severally, from any and all state,
federal, or local claims, causes of action, liabilities, and judgments of every
type and description whatsoever at law or in equity (including, but not limited
to, claims arising under the Civil Rights Act of 1964, as amended, the
Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security
Act of 1974, as amended, the Fair Labor Standards Act of 1938, as amended, the
Americans with Disabilities Act, state and local labor and employment laws, and
state tort, contract, or statutory law) that he, his heirs, administrators,
executors, personal representatives, beneficiaries, and assigns have, may have
or may claim to have against the Releasees for compensatory or punitive damages
or other legal or equitable relief of any type or description.

         (b)      Marano also hereby knowingly and voluntarily releases and
forever discharges the Releasees, collectively, separately, and severally, from
any and all claims, causes of action, and liabilities arising under the Age
Discrimination in Employment Act of 1967, as amended ("ADEA"), which he, his
heirs, administrators, executors, personal representatives,


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beneficiaries, and assigns may have or claim to have against the Releasees. The
claims described in paragraphs (a) and (b) of this Section 5 are collectively
referred to as the "Released Claims". Notwithstanding any other provision or
paragraph of this Agreement, Marano does not hereby waive any rights or claims
under the ADEA that may arise after the date on which he executes this
Agreement.

         (c)      Marano understands and agrees that the Released Claims are
intended to and do include any and all claims of every nature and kind
whatsoever (whether known, unknown, suspected, or unsuspected) which he has or
may have against the Releasees, individually or collectively.

         (d)      Marano further acknowledges that he may hereafter discover
facts different from or in addition to those which he now knows or believes to
be true with respect to the Released Claims and agrees that, in such event, this
Agreement shall nevertheless be and remain effective in all respects,
notwithstanding such different or additional facts, or the discovery thereof.

         (e)      Marano hereby acknowledges and represents that he has been
given a reasonable period of at least 21 days to consider the terms of this
Agreement; that the Company has advised him (or hereby advises him) in writing
to consult with an attorney prior to executing this Agreement; and that he has
received valuable and good consideration to which he would not otherwise be
entitled in exchange for his execution of this Agreement.

         (f)      Marano and the Company hereby acknowledge that Marano may
revoke this Agreement within seven days after he has executed the Agreement. In
the event Marano chooses to exercise his option to revoke this Agreement, Marano
shall notify the Company in writing, via facsimile, addressed to the Company's
designated agent for this purpose, Debra


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McCreight, VP Human Resources, 2 Carlson Parkway, Suite 400, Plymouth, MN 55447,
and return to the Company all monies, if any paid pursuant to this Agreement, no
later than 5:00 p.m. of the last day of the revocation period.

         Section 6 Non-Disparagement.

         Marano hereby agrees and covenants that he shall not make any
statement, written or verbal, in any forum or media, or take any action in
disparagement of the Company, including but not limited to negative references
to the Company's products, services, corporate policies, officers and/or
employees and any other action which may disparage the Company to the general
public and/or their employees, customers, suppliers, and/or business partners.

         Section 7 Confidentiality.

         Except as required by law, Marano agrees to keep the fact and terms of
this Agreement in strict confidence. Marano agrees not to disclose this
document, its contents, or subject matter to any person (including, but not
limited to, former or current executives or customers of Company), other than
his spouse, attorney, accountant, income tax preparer, or other similar
professionals who or which need to possess the information in order to render
the services for which they were retained.

         Section 8 Miscellaneous.

         (a)      Future Cooperation. Marano agrees and covenants that he shall,
to the extent reasonably requested in writing, cooperate with and assist the
Company in any pending or future litigation in which the Company is a party, and
regarding which Marano, by virtue of his employment with the Company, has
factual knowledge or information relevant to said litigation. The Company will
reimburse Marano for his reasonable out-of-pocket expenses and a per diem
allowance of $1500 per day in complying with this Section 8(a).


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         (b)      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

                         Marano

                                 Thomas H. Marano




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.

         (c)      Binding Effect. This Agreement shall inure to the benefit of,
and shall be binding upon, the Company and its successors and assigns, and
Marano and his assigns, executors, administrators, personal representatives,
heirs, and legatees.

         (d)      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. Except as provided herein, this Agreement supersedes and
replaces, effective as of the date above, any and all other agreements,


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written or oral, express or implied, between the parties concerning the subject
matter hereof. This Agreement also supersedes and replaces any and all other
agreements, written or oral, express or implied, between Marano and the Company
and/or any of its past or present parents, subsidiaries, or affiliates. This
Agreement may be modified only by a written instrument signed by both of the
parties hereto.

         (e)      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 Georgia. 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.

         (f)      Severability. The provisions of this Agreement are severable,
and if any part of it is found to be unenforceable, the other paragraphs and
provisions shall remain fully valid and enforceable.

         (g)      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.

         (h)      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


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relief in addition to any other remedy such party might have under this
Agreement or at law or in equity.

         (i)      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.

         (j)      Understanding. Marano acknowledges and agrees that he has read
and fully understands the contents and the effect of this Agreement. Marano
acknowledges and agrees that he has had a reasonable opportunity and been
advised to seek the advice of an attorney as to such content and effect and that
he did so to the extent he deemed appropriate. Marano accepts each and all of
the terms, provisions, and conditions of this Agreement, and does so voluntarily
and with full knowledge and understanding of the contents, nature, and effect of
this Agreement.

                         [SIGNATURES ON FOLLOWING PAGE]



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



                                    -------------------------------------------
                                    THOMAS H. MARANO

                                    AHL SERVICES, INC.



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


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