GENERAL ROOFING SERVICES INC, S-1/A, 1998-08-04

GENERAL ROOFING SERVICES INC
S-1/A, 1998-08-04
CONSTRUCTION - SPECIAL TRADE CONTRACTORS

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<PAGE> 1

As filed with the Securities And Exchange Commission on August 4, 1998.
Registration No. 333-53641
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

GENERAL ROOFING SERVICES, INC.
(Exact name of registrant as specified in its charter)
---------------------

<TABLE>
<S> <C> <C>
FLORIDA 1761 65-0836979
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

951 SOUTH ANDREWS AVENUE
POMPANO BEACH, FLORIDA 33069
(954) 942-3550
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

GREGG E. WALLICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENERAL ROOFING SERVICES, INC.
951 SOUTH ANDREWS AVENUE
POMPANO BEACH, FLORIDA 33069
(954) 942-3550
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

COPIES TO:

<TABLE>
<S> <C>
ANDREW HULSH, ESQ. JEFFREY M. STEIN, ESQ.
BAKER & MCKENZIE KING & SPALDING
1200 BRICKELL AVENUE, SUITE 1900 191 PEACHTREE STREET, N.E.
MIAMI, FLORIDA 33131 ATLANTA, GEORGIA 30303
(305) 789-8900 (404) 572-4600
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________________.

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________________.

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth an itemized statement of certain estimated
expenses incurred in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 20,355.00
NASD filing fee............................................. 7,400.00
Nasdaq National Market listing fee.......................... 78,875.00
Blue Sky fees and expenses.................................. 5,000.00
Printing and engraving expenses............................. 430,000.00
Legal fees and expenses..................................... 300,000.00
Accounting fees and expenses................................ 2,100,000.00
Registrar and Transfer Agent's fees and expenses............ 3,500.00
Miscellaneous............................................... 175,000.00
-------------
Total............................................. $3,120,130.00
=============
</TABLE>

All amounts except the Securities and Exchange Commission registration fee,
the NASD filing fee and Nasdaq National Market listing fee are estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has authority under the Florida General Corporation Act to
indemnify all directors and officers to the extent provided in such statute. The
Company's Articles of Incorporation provide that the Company shall indemnify its
directors to the fullest extent permitted by law either now or hereafter. The
Company has also entered into an agreement with each of its directors and
certain of its officers wherein it has agreed to indemnify each of them to the
fullest extent permitted by law.

At present, there is no pending litigation or proceeding involving a
director or officer of the Company as to which indemnification is being sought,
nor is the Company aware of any threatened litigation that may result in claims
for indemnification by any officer or director.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ------- --------
<C> <C> <S>
1.1 -- Underwriting Agreement among the Registrant, The
Robinson-Humphrey Company, LLC, BancAmerica Robertson
Stephens and Raymond James & Associates, Inc.**
2.1 -- Stock Purchase Agreement dated May 12, 1998, by and among
the Registrant, Harrington-Scanlon Roofing Company, Inc., a
Kansas corporation, and its stockholders**
2.2 -- Stock Purchase Agreement dated May 8, 1998, by and among the
Registrant, Register Contracting Company, Inc., a Florida
corporation, Register & Childers Roof Repairs, Inc., a
Florida corporation, and their stockholders**
2.3 -- Stock Purchase Agreement dated May 13, 1998, by and among
the Registrant, S & B Roofing Services, Inc., a Michigan
corporation and its stockholders**
</TABLE>

II-1
<PAGE> 3

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ------- --------
<C> <C> <S>
2.4 -- Stock Purchase Agreement dated May 13, 1998, by and among
the Registrant, Anthony Roofing, Ltd., an Illinois
corporation, and its stockholders**
2.5 -- Stock Purchase Agreement dated May 12, 1998, by and among
the Registrant, Specialty Associates, Inc., a Wisconsin
corporation, SAI Wholesale Distributors, Inc., a Wisconsin
corporation, and their stockholders**
2.6 -- Stock Purchase Agreement dated May 13, 1998, by and among
the Registrant, Cyclone Roofing Company, a North Carolina
corporation, and its sole stockholder**
2.7 -- Stock Purchase Agreement dated May 19, 1998, by and among
the Registrant, Five-K Industries, Inc., a Georgia
corporation, and its sole stockholder**
2.8 -- Stock Purchase Agreement dated May 20, 1998, by and among
the Registrant, Advanced Roofing, Inc., a Florida
corporation, and its stockholders**
2.9 -- Stock Purchase Agreement dated May 12, 1998, by and among
the Registrant, Blackmore and Buckner Roofing, Inc., an
Indiana corporation, and its stockholders**
2.10 -- Stock Purchase Agreement dated May 13, 1998, by and among
the Registrant, Wright-Brown Roofing Company, a Michigan
corporation, and its stockholders**
2.11 -- Stock Purchase Agreement dated May 13, 1998, by and among
the Registrant, C.E.I. West Roofing Company, Inc., a
Colorado corporation, and its stockholders**
2.12 -- Stock Purchase Agreement dated May 13, 1998, by and among
the Registrant, C.E.I. Roofing, Inc., a Texas corporation,
and its stockholders**
2.13 -- Stock Purchase Agreement dated May 13, 1998, by and among
the Registrant, C.E.I. Florida, Inc., a Florida corporation,
and its stockholders**
2.14 -- Stock Purchase Agreement dated as of May 25, 1998, by and
among the Registrant, GRI of South Florida, Inc., a Florida
corporation, and its shareholder, GRI of West Florida, Inc.,
a Florida corporation, and its shareholder, GRI of Orlando,
Inc., a Florida corporation, and its shareholder, Dakota
Leasing, Inc., a Florida corporation, and its shareholder,
and General Roofing Acquisition Corp., a Florida
corporation, and its shareholder**
3.1 -- Articles of Incorporation of Registrant**
3.2 -- Bylaws of Registrant**
4.1 -- Specimen Certificate for the Common Stock**
5.1 -- Opinion of Baker & McKenzie**
10.1 -- Employment Agreement dated as of February 16, 1998 between
the Registrant and Gregg E. Wallick*
10.2 -- Employment Agreement dated as of February 16, 1998 between
the Registrant and Eric B. Levine*
10.3 -- Employment Agreement dated as of February 16, 1998 between
the Registrant and Dale E. Eby*
10.4 -- Employment Agreement dated as of February 16, 1998 between
the Registrant and William A. Abberger III*
10.5 -- Indemnification Agreement dated May 26, 1998 between the
Registrant and Gregg E. Wallick**
10.6 -- Indemnification Agreement dated May 26, 1998 between the
Registrant and Eric B. Levine**
10.7 -- Indemnification Agreement dated May 26, 1998 between the
Registrant and Dale E. Eby**
10.8 -- Indemnification Agreement dated May 26, 1998 between the
Registrant and William A. Abberger III**
10.9 -- Indemnification Agreement dated May 26, 1998 between the
Registrant and Angela Pettus**
10.10 -- Indemnification Agreement dated May 26, 1998 between the
Registrant and Robert Brooker**
10.11 -- 1998 Stock Option and Restricted Stock Purchase Plan adopted
May 26, 1998**
10.12 -- Bank of America Commitment Letter**
</TABLE>

II-2
<PAGE> 4

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ------- --------
<C> <C> <S>
21.1 -- List of Subsidiaries of the Company**
23.1 -- Consent of Baker & McKenzie (included in Exhibit 5.1)**
23.2 -- Consents of Independent Auditors**
23.3 -- Consent of Scott & Stringfellow, Inc., independent
appraisers**
24.1 -- Powers of Attorney (as set forth on the signature page of
the Registration Statement)**
27.1 -- Financial Data Schedules (for SEC use only)**
99.1 -- Consent of Francis X. Maguire, Proposed Director of the
Registrant**
99.2 -- Consent of Charles "Red" Scott, Proposed Director of the
Registrant**
99.3 -- Consent of David C. Willis, Proposed Director of the
Registrant**
99.4 -- Consent of Robert G. Shuler, Proposed Director of the
Registrant**
99.5 -- Consent of John C. Cook, Proposed Director of the
Registrant**
99.6 -- Consent of Joel A. Thompson, Proposed Director of the
Registrant**
99.7 -- Consent of Thomas E. Brown, Jr., Proposed Director of the
Registrant**
99.8 -- Consent of J. Patrick Millinor, Jr., Proposed Director of
the Registrant**
</TABLE>

- ---------------

* Filed herewith.

** Previously Filed.

(b) Financial Statement Schedules:

None.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) That for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as part of the registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of the registration statement as of the time it was declared
effective.

(2) That for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.

(3) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to
each purchaser.

(4) That insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 14 hereof, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has caused this amendment to the Form S-1 Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Pompano Beach, Florida, on the 4th day of August, 1998.

GENERAL ROOFING SERVICES, INC.

By: /s/ GREGG E. WALLICK
------------------------------------
Gregg E. Wallick
President and Chief Executive
Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ GREGG E. WALLICK President, Chief Executive August 4, 1998
- ----------------------------------------------------- Officer, Chairman of the
Gregg E. Wallick Board
(Principal Executive
Officer)

/s/ DALE E. EBY* Chief Financial Officer August 4, 1998
- ----------------------------------------------------- Treasurer and Assistant
Dale E. Eby Secretary
(Principal Financial and
Accounting Officer)

/s/ ERIC B. LEVINE* Senior Vice President of August 4, 1998
- ----------------------------------------------------- Corporate Development
Eric B. Levine

/s/ WILLIAM A. ABBERGER III* Senior Vice President of August 4, 1998
- ----------------------------------------------------- Operations
William A. Abberger III

*By: /s/ GREGG E. WALLICK
-------------------------------------------------
GREGG E. WALLICK
Attorney-in-fact
</TABLE>

II-4
<PAGE> 6

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <C> <S>
10.1 -- Employment Agreement dated as of February 16, 1998 between
the Registrant and Gregg E. Wallick
10.2 -- Employment Agreement dated as of February 16, 1998 between
the Registrant and Eric B. Levine
10.3 -- Employment Agreement dated as of February 16, 1998 between
the Registrant and Dale E. Eby
10.4 -- Employment Agreement dated as of February 16, 1998 between
the Registrant and William A. Abberger III
</TABLE>

<PAGE> 1

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 16th day of February, 1998 by and between GENERAL ROOFING SERVICES, INC.
(hereinafter called "GRS") and GREGG E. WALLICK (hereinafter called the
"Executive").

RECITALS

A. GRS has entered into stock purchase agreements (the "Purchase
Agreements") to acquire all of the capital stock of 18 commercial roofing
companies.

B. In light of the Executive's significant role in GRS, GRS desires to
assure itself of the Executive's services as the President and Chief Executive
Officer of GRS, and the Executive is willing to make his services available to
GRS, upon the terms and subject to the conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and the
covenants and conditions set forth herein, the parties hereby agree as follows:

1. EMPLOYMENT.

1.1 EMPLOYMENT AND TERM. GRS shall employ the Executive and the
Executive shall serve GRS, upon the terms and subject to the conditions of this
Agreement, for the period commencing on the date hereof (the "Effective Date")
and ending three years from the Effective Date (the "Term"), subject to the
provisions of Section 4 hereof; PROVIDED, that commencing on the first
anniversary of the Effective Date, GRS or the Executive may terminate this
Agreement upon 180 days prior written notice to the other party hereto.

1.2 DUTIES OF EXECUTIVE. The Executive shall serve as the
President and Chief Executive Officer of the GRS, shall have the principal
responsibilities listed on EXHIBIT A hereto, and shall perform the duties of an
executive commensurate with such position. The Executive shall diligently
perform all services as may be reasonably assigned to him by the Board of
Directors of GRS consistent with such position and shall exercise such power and
authority as may from time to time be delegated to him by the Board of Directors
of GRS. The Executive shall devote his full working time and attention to the
business and affairs of GRS and shall not, during the Term, be engaged in any
other business activity that may interfere with the Executive's ability to
perform the duties assigned to the Executive under this Agreement.

1.3 PLACE OF PERFORMANCE. In connection with his employment by
GRS, the Executive shall be based at GRS' offices in Pompano Beach, Florida
except for required travel for GRS' business.

2. COMPENSATION.

2.1 BASE SALARY. During the Term, the Executive shall receive
an annual base salary of $200,000 (the "Base Salary"), which is based on the
base salary paid to executives of the same class and having similar duties as
the Executive. The Base Salary may be increased based upon the performance of
GRS and the Executive, as determined by the Compensation Committee of the Board
of Directors of GRS (the "Compensation Committee") in its sole authority and
discretion. The Base Salary shall be payable in substantially equal installments
consistent with GRS' normal payroll schedule, subject to applicable withholding
and other taxes.

<PAGE> 2

2.2 BONUS. The Executive shall be eligible to receive an annual
bonus and participate in the Company's 1998 Stock Option and Restricted Stock
Purchase Plan and receive stock options and awards of common stock of the
Company thereunder, as determined by the Compensation Committee in its sole and
absolute discretion.

3. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

3.1 EXPENSE REIMBURSEMENT. During the Term, GRS, upon the
submission of supporting documentation by the Executive to GRS, shall reimburse
the Executive for all reasonable expenses actually paid or incurred by the
Executive in the course of and pursuant to the business of GRS, including
reasonable expenses for required travel and entertainment.

3.2 OTHER BENEFITS. GRS shall obtain for the Executive such
medical insurance coverages as are generally being provided to other employees
of GRS from time to time. The Executive shall also be eligible for four weeks
paid vacation per year during the term of this Agreement.

4. TERMINATION.

4.1 TERMINATION FOR CAUSE. Notwithstanding anything contained
in this Agreement to the contrary, this Agreement may be terminated by GRS for
Cause. As used in this Agreement, "Cause" shall only mean (i) any action or
omission of the Executive which constitutes a willful and material breach of
this Agreement which is not cured or as to which diligent attempts to cure have
not commenced within 30 business days after receipt by Executive of written
notice of same (which notice shall specify in detail the acts or omissions
relied upon by GRS), (ii) fraud, embezzlement or misappropriation as against GRS
or GRS or (iii) the conviction of Executive for any criminal act which is a
felony. Upon any determination by the Board of Directors of GRS (the "Board")
that Cause exists under clause (i) of the preceding sentence, a special meeting
of the Board will be called and held at a time mutually convenient to the Board
and Executive, but in no event later than 10 business days after Executive's
receipt of the notice contemplated by clause (i). Executive shall have the right
to appear before such special meeting of the Board with legal counsel of his
choosing to refute any determination of Cause specified in such notice, and any
termination of Executive's employment by reason of such Cause determination
shall not be effective until Executive is afforded such opportunity to appear.
Upon any termination pursuant to this Section 4.1, GRS shall pay to the
Executive any unpaid Base Salary accrued through the effective date of
termination specified in such notice. Except as provided above, GRS shall have
no further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however,
to the provisions of Section 3.1).

4.2 DISABILITY. Notwithstanding anything contained in this
Agreement to the contrary, GRS, by written notice to the Executive, shall at all
times have the right to terminate this Agreement, and the Executive's employment
hereunder, if the Executive shall, as the result of mental or physical
incapacity, illness or disability, fail to perform his duties and
responsibilities provided for herein for a period of more than 120 days in any
12-month period. Upon any termination pursuant to this Section 4.2, GRS shall
pay to the Executive any unpaid Base Salary, bonus and other benefits accrued
through the effective date of termination. Except as provided above, GRS shall
have no further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however,
to the provisions of Section 3.1).

4.3 DEATH. In the event of the death of the Executive during
the Term of his employment hereunder, GRS shall pay to the personal
representative of the estate of the deceased Executive any unpaid Base Salary,
bonus and other benefits accrued through the date of his death. Except as
provided above, GRS shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of the
Executive's death, subject, however, to the provisions of Section 3.1).

2
<PAGE> 3

5. RESTRICTIVE COVENANTS.

5.1 NONCOMPETITION. In consideration of the agreements of GRS
hereunder, during the period commencing on the Effective Date and continuing for
a period of two years after termination of employment hereunder (the "Restricted
Period"), the Executive shall not, directly or indirectly engage in or have any
interest in, directly or indirectly, any sole proprietorship, partnership,
corporation, business or any other person or entity (whether as an employee,
officer, director, partner, agent, security holder, creditor, consultant or
otherwise) that directly engages in competition with GRS, within 50 miles of the
office of GRS or a subsidiary of GRS, if any, at which the Executive is
primarily based during the Term or at the time Executive's employment with GRS
is terminated (the "Territory"); PROVIDED, HOWEVER, that Executive may acquire,
solely as an investment, shares of capital stock or other equity securities of
any company which are traded on any national securities exchange or are
regularly quoted in the over-the-counter market, so long as Executive does not
control, acquire a controlling interest in or become a member of a group which
exercises direct or indirect control of, more than five percent of any class of
capital stock of such corporation.

5.2 NONDISCLOSURE. During the Term and following termination of
the Executive's employment with GRS, Executive shall not divulge, communicate,
use to the detriment of GRS or any of its subsidiaries, or for the benefit of
any other person or persons, or misuse in any way, any Confidential Information
(as hereinafter defined) pertaining to the business of GRS or any of its
subsidiaries. Any Confidential Information or data now or hereafter acquired by
the Executive with respect to the business of GRS or any of its subsidiaries
(which shall include, but not be limited to, information concerning GRS' or any
of its subsidiaries' financial condition, prospects, customers, suppliers,
partners, methods of doing business and marketing and promotion of their
products or services) shall be deemed a valuable, special and unique asset of
GRS that is received by the Executive in confidence and as a fiduciary, and
Executive shall remain a fiduciary to GRS with respect to all of such
information. For purposes of this Agreement, "Confidential Information" means
information disclosed to the Executive or known by the Executive as a
consequence of or through his employment by GRS or any of its subsidiaries
(including information conceived, originated, discovered or developed by the
Executive) prior to or after the date hereof, and not generally known about GRS,
or any of its subsidiaries, or its respective businesses. Notwithstanding the
foregoing, nothing herein shall be deemed to restrict the Executive from
disclosing Confidential Information to the extent required by law.

5.3 NONSOLICITATION OF EMPLOYEES. During the Restricted Period,
Executive shall not directly or indirectly, for himself or for any other person,
firm, corporation, partnership, association or other entity, attempt to employ
or enter into any contractual arrangement with any employee or former employee
of GRS or any of its subsidiaries, unless such employee or former employee has
not been employed by GRS or such subsidiaries for a period in excess of six
months.

5.4 BOOKS AND RECORDS. All books, records, accounts and similar
repositories of Confidential Information of GRS, or any of its subsidiaries,
whether prepared by the Executive or otherwise coming into the Executive's
possession, shall be the exclusive property of GRS and shall be returned
immediately to GRS on termination of this Agreement or on the Board's request at
any time.

5.5 MATERIAL INDUCEMENT. The covenants made by the Executive
under this Section 5 are a material inducement for GRS to consummate the
Purchase Agreements, and the parties expressly acknowledge and agree that GRS
would not agree to make the Purchase Agreements if the covenants of the
Executive under this Section 5 were not being made. Notwithstanding anything to
the contrary contained herein, the provisions of this Section 5 shall survive
the expiration or termination of this Agreement or Executive's employment
hereunder.

6. INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Section 5 of this Agreement will cause irreparable

<PAGE> 4

harm and damage to GRS, the monetary amount of which may be impossible to
ascertain. As a result, the Executive recognizes and hereby acknowledges that
GRS shall be entitled to an injunction from any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in Section 5 of this Agreement by the Executive or any of his affiliates,
associates, partners or agents, either directly or indirectly, and that such
right to injunction shall be cumulative and in addition to whatever other
remedies GRS may possess.

7. GOVERNING LAW; WAIVER OF JURY TRIAL. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida as
to all matters, including, but not limited to, matters of validity,
construction, effect and performance, except that no doctrine of choice of law
shall be used to apply any law other than that of Florida. IN THE EVENT OF ANY
LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREUNDER ALL OF THE PARTIES HERETO WAIVE ALL RIGHTS
TO A TRIAL BY JURY AND AGREE TO SUBMIT TO BINDING ARBITRATION IN FLORIDA IN
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

8. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or when deposited in the United States mail, by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

If to GRS: General Roofing Services, Inc.
951 South Andrews Avenue
Pompano Beach, Florida 33069
Attn: Gregg Wallick, President
Tel: (954) 942-3550
Fax: (954) 946-2583

With a copy to: Baker & McKenzie
1220 Brickell Avenue, Suite 1900
Miami, Florida 33131
Attn: Andrew Hulsh, Esq.
Tel: (305) 789-8985
Fax: (305) 789-8953

If to the Executive: Gregg E. Wallick
General Roofing Services, Inc.
951 South Andrews Avenue
Pompano Beach, Florida 33069
Tel: (954) 942-3550
Fax: (954) 946-2583

or to such other address as either party hereto may from time to time give
notice of to the other in the aforesaid manner.

9. ASSIGNMENT, BENEFITS, BINDING EFFECT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and permitted assigns, but neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by Executive.

10. SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall not
affect the enforceability of the remaining portions of this Agreement or any
part thereof, all of which are inserted conditionally on their being valid in
law, and, in the

<PAGE> 5

event that any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall be declared invalid, this Agreement shall be
construed as if such invalid word or words, phrase or phrases, sentence or
sentences, clause or clauses, or section or sections had not been inserted. If
such invalidity is caused by duration, geographic scope or both, the otherwise
invalid provision will be considered to be reduced to a period or area which
would cure such invalidity.

11. WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed as
a waiver of any subsequent breach or violation.

12. DAMAGES. Nothing contained herein shall be construed to prevent
GRS, GRS or the Executive from seeking and recovering from the other damages
sustained by them as a result of its or his breach of any term or provision of
this Agreement. In the event that either party hereto brings suit for the
collection of any damages resulting from, or the injunction of any action
constituting, a breach of any of the terms or provisions of this Agreement, then
the party found to be at fault shall pay all reasonable court costs and
attorneys' fees of the other.

13. AMENDMENT; ENTIRE AGREEMENT. This Agreement may not be amended or
modified unless such amendment or modification is agreed to in writing and
signed by GRS and the Executive. This Agreement embodies the entire agreement
and understanding of the parties hereto in respect of the subject matter of this
Agreement, and supersedes and replaces all prior agreements, understandings and
commitments with respect to such subject matter.

<PAGE> 6

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

GENERAL ROOFING SERVICES, INC.:

By: /s/ Gregg E. Wallick
-------------------------------------
Gregg E. Wallick
President and Chief Executive Officer

EXECUTIVE:

/s/ Gregg E. Wallick
-------------------------------------
Gregg E. Wallick

6
<PAGE> 7

EXHIBIT A

EXECUTIVE'S RESPONSIBILITIES

TITLE: CHIEF EXECUTIVE OFFICER

REPORT TO: BOARD OF DIRECTORS

SUPERVISES: CFO, COO, VP of Corporate Development and VP of Human Resource
Administration

OBJECTIVE/MISSION: Officer responsible for the overall direction of the
organization. Formulate plans and policies to achieve overall corporate
objectives.

DUTIES & RESPONSIBILITIES:

1. Oversee all operational and administrative functions of the organization.
Insure proper integration and support of all corporate positions to regional
offices.

2. Oversee and approve all expansion activities.

3. Formulate and recommend to the Board, all salary, bonus, stock option and
benefit plans.

KEY RESULTS: Insure the company performs as expected and enhance stockholders
equity.

<PAGE> 1
EXHIBIT 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 16th day of February, 1998 by and between GENERAL ROOFING SERVICES, INC.
(hereinafter called "GRS") and ERIC B. LEVINE (hereinafter called the
"Executive").

RECITALS

A. GRS has entered into stock purchase agreements (the "Purchase
Agreements") to acquire all of the capital stock of 18 commercial roofing
companies.

B. In light of the Executive's significant role in GRS, GRS desires to
assure itself of the Executive's services as the Senior Vice President of
Corporate Development of GRS, and the Executive is willing to make his services
available to GRS, upon the terms and subject to the conditions hereinafter set
forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and the
covenants and conditions set forth herein, the parties hereby agree as follows:

1. EMPLOYMENT.

1.2 DUTIES OF EXECUTIVE. The Executive shall serve as the
Senior Vice President of Corporate Development of GRS, shall have the principal
responsibilities listed on EXHIBIT A hereto, and shall perform the duties of an
executive commensurate with such position. The Executive shall diligently
perform all services as may be reasonably assigned to him by the Chief Executive
Officer of GRS consistent with such position and shall exercise such power and
authority as may from time to time be delegated to him by the Chief Executive
Officer of GRS. The Executive shall devote his full working time and attention
to the business and affairs of GRS and shall not, during the Term, be engaged in
any other business activity that may interfere with the Executive's ability to
perform the duties assigned to the Executive under this Agreement.

1.3 PLACE OF PERFORMANCE. In connection with his employment by
GRS, the Executive shall be based at GRS' offices in Pompano Beach, Florida
except for required travel for GRS' business.

2. COMPENSATION.

2.1 BASE SALARY. During the Term, the Executive shall receive
an annual base salary of $120,000 (the "Base Salary"), which is based on the
base salary paid to executives of the same class and having similar duties as
the Executive. The Base Salary may be increased based upon the performance of
GRS and the Executive, as determined by the Compensation Committee of the Board
of Directors of GRS (the "Compensation Committee") in its sole authority and
discretion. The Base Salary shall be payable in substantially equal installments
consistent with GRS' normal payroll schedule, subject to applicable withholding
and other taxes.

<PAGE> 2

3. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

3.2 OTHER BENEFITS. GRS shall obtain for the Executive such
medical insurance coverages as are generally being provided to other employees
of GRS from time to time. The Executive shall also be eligible for three weeks
paid vacation per year during the term of this Agreement.

4. TERMINATION.

2
<PAGE> 3

5. RESTRICTIVE COVENANTS.

5.5 SURVIVAL. Notwithstanding anything to the contrary
contained herein, the provisions of this Section 5 shall survive the expiration
or termination of this Agreement or Executive's employment hereunder.

6. INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Section 5 of this Agreement will cause irreparable

<PAGE> 4

7. GOVERNING LAW; WAIVER OF JURY TRIAL. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida as
to all matters, including, but not limited to, matters of validity,
construction, effect and performance, except that no doctrine of choice of law
shall be used to apply any law other than that of Florida. IN THE EVENT OF ANY
LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS AGREEMENT, ALL OF THE
PARTIES HERETO WAIVE ALL RIGHTS TO A TRIAL BY JURY AND AGREE TO SUBMIT TO
BINDING ARBITRATION IN FLORIDA IN ACCORDANCE WITH THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION.

If to GRS: General Roofing Services, Inc.
951 South Andrews Avenue
Pompano Beach, Florida 33069
Attn: Gregg Wallick, President
Tel: (954) 942-3550
Fax: (954) 946-2583

With a copy to: Baker & McKenzie
1200 Brickell Avenue, Suite 1900
Miami, Florida 33131
Attn: Andrew Hulsh, Esq.
Tel: (305) 789-8985
Fax: (305) 789-8953

If to the Executive: Eric B. Levine
480 Wexdon Court
Lake Mary, Florida 32746
Tel: (407) 323-9298
Fax: (407) 324-9984

or to such other address as either party hereto may from time to time give
notice of to the other in the aforesaid manner.

4
<PAGE> 5

Agreement shall be declared invalid, this Agreement shall be construed as if
such invalid word or words, phrase or phrases, sentence or sentences, clause or
clauses, or section or sections had not been inserted. If such invalidity is
caused by duration, geographic scope or both, the otherwise invalid provision
will be considered to be reduced to a period or area which would cure such
invalidity.

5
<PAGE> 6

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

GENERAL ROOFING SERVICES, INC.:

By: /s/ GREGG E. WALLICK
-------------------------------------
Gregg E. Wallick
President and Chief Executive Officer

EXECUTIVE:

/s/ ERIC B. LEVINE
-------------------------------------
Eric B. Levine

6
<PAGE> 7

EXHIBIT A

EXECUTIVE'S RESPONSIBILITIES

TITLE: SR VP OF CORPORATE DEVELOPMENT

SUPERVISES: Administrative Assistant

REPORT TO: CEO

OBJECTIVE/MISSION: Officer responsible for the entire range of Business
Development activities. Primary focus to include the proper screening and
selection of partner companies.

DUTIES & RESPONSIBILITIES:

1. Work in conjunction with CEO regarding all merger candidates

2. Coordinate and oversee all due diligence activities of merger opportunities

3. Assist in the development of opportunities that arise

KEY RESULTS: Growth and Profitability, Strategically Achieved

<PAGE> 1

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

RECITALS

A. GRS has entered into stock purchase agreements (the "Purchase
Agreements") to acquire all of the capital stock of 18 commercial roofing
companies.

B. In light of the Executive's significant role in GRS, GRS desires to
assure itself of the Executive's services as the Senior Vice President, Chief
Financial Officer and Treasurer of GRS, and the Executive is willing to make his
services available to GRS, upon the terms and subject to the conditions
hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and the
covenants and conditions set forth herein, the parties hereby agree as follows:

1. EMPLOYMENT.

1.2 DUTIES OF EXECUTIVE. The Executive shall serve as the
Senior Vice President, Chief Financial Officer and Treasurer of GRS, shall have
the principal responsibilities listed on EXHIBIT A hereto, and shall perform the
duties of an executive commensurate with such position. The Executive shall
diligently perform all services as may be reasonably assigned to him by the
Chief Executive Officer of GRS consistent with such position and shall exercise
such power and authority as may from time to time be delegated to him by the
Chief Executive Officer of GRS. The Executive shall devote his full working time
and attention to the business and affairs of GRS and shall not, during the Term,
be engaged in any other business activity that may interfere with the
Executive's ability to perform the duties assigned to the Executive under this
Agreement.

1.3 PLACE OF PERFORMANCE. In connection with his employment by
GRS, the Executive shall be based at GRS' offices in Pompano Beach, Florida
except for required travel for GRS' business.

2. COMPENSATION.

<PAGE> 2

3. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

3.2 OTHER BENEFITS. GRS shall obtain for the Executive such
medical insurance coverages as are generally being provided to other employees
of GRS from time to time. The Executive shall also be eligible for three weeks
paid vacation per year during the term of this Agreement.

4. TERMINATION.

2
<PAGE> 3

5. RESTRICTIVE COVENANTS.

6. INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Section 5 of this Agreement will cause irreparable

<PAGE> 4

7. GOVERNING LAW; WAIVER OF JURY TRIAL. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida as
to all matters, including, but not limited to, matters of validity,
construction, effect and performance, except that no doctrine of choice of law
shall be used to apply any law other than that of Florida. IN THE EVENT OF ANY
LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS AGREEMENT, ALL OF THE
PARTIES HERETO WAIVE ALL RIGHTS TO A TRIAL BY JURY AND AGREE TO SUBMIT TO
BINDING ARBITRATION IN FLORIDA IN ACCORDANCE WITH THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION.

If to GRS: General Roofing Services, Inc.
951 South Andrews Avenue
Pompano Beach, Florida 33069
Attn: Gregg Wallick
President
Tel: (954) 942-3550
Fax: (954) 946-2583

With a copy to: Baker & McKenzie
1200 Brickell Avenue, Suite 1900
Miami, Florida 33131
Attn: Andrew Hulsh, Esq.
Tel: (305) 789-8985
Fax: (305) 789-8953

If to the Executive: Dale E. Eby
2351 S.W. 37th Avenue, Apt. 911
Miami, Florida 33145
Tel: (305) 476-0905

or to such other address as either party hereto may from time to time give
notice of to the other in the aforesaid manner.

<PAGE> 5

5
<PAGE> 6

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

GENERAL ROOFING SERVICES, INC.:

By: /s/ Gregg E. Wallick
-------------------------------------
Gregg E. Wallick
President and Chief Executive Officer

EXECUTIVE:

/s/ Dale E. Eby
-------------------------------------
Dale E. Eby

6
<PAGE> 7

EXHIBIT A

EXECUTIVE'S RESPONSIBILITIES

TITLE: VP OF FINANCE/CFO

REPORT TO: CEO

SUPERVISES: Accounting Manager, System Support Manager

OBJECTIVE/MISSION: Responsible for the entire range of accounting and financial
activities of the company including both the treasury and accounting functions.

DUTIES & RESPONSIBILITIES:

1. Cash flow management and cash flow models for the future
2. Financial management of worker's compensation program
3. Liability insurance (all issues)
4. Purchasing of all insurance
5. Maintenance of COINS system accounting defaults
6. Monthly financial analysis
7. Banking relations (all issues)

A. Operating accounts
B. Lines of credit
C. Mortgages
D. Lease facility

8. Bonding relations (all issues)
9. Filing tax returns
10. Annual review and tax filings with CPA's
11. All SEC requirements
12. Assist in all merger activities, including but not limited to legal issues,
due diligence, etc.
13. Investor and Investment Banker communications

KEY RESULTS: Timely reporting of all financial concerns

<PAGE> 1

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 16th day of February, 1998 by and between GENERAL ROOFING SERVICES, INC.
(hereinafter called "GRS") and WILLIAM A. ABBERGER III (hereinafter called the
"Executive").

RECITALS

A. GRS has entered into stock purchase agreements (the "Purchase
Agreements") to acquire all of the capital stock of 18 commercial roofing
companies.

B. In light of the Executive's significant role in GRS, GRS desires to
assure itself of the Executive's services as the Senior Vice President of
Operations of GRS, and the Executive is willing to make his services available
to GRS, upon the terms and subject to the conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and the
covenants and conditions set forth herein, the parties hereby agree as follows:

1. EMPLOYMENT.

1.2 DUTIES OF EXECUTIVE. The Executive shall serve as the
Senior Vice President of Operations of GRS, shall have the principal
responsibilities listed on EXHIBIT A hereto, and shall perform the duties of an
executive commensurate with such position. The Executive shall diligently
perform all services as may be reasonably assigned to him by the Chief Executive
Officer of GRS consistent with such position and shall exercise such power and
authority as may from time to time be delegated to him by the Chief Executive
Officer of GRS. The Executive shall devote his full working time and attention
to the business and affairs of GRS and shall not, during the Term, be engaged in
any other business activity that may interfere with the Executive's ability to
perform the duties assigned to the Executive under this Agreement.

1.3 PLACE OF PERFORMANCE. In connection with his employment by
GRS, the Executive shall be based at GRS' offices in Pompano Beach, Florida
except for required travel for GRS' business.

2. COMPENSATION.

<PAGE> 2

3. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

3.2 OTHER BENEFITS. GRS shall obtain for the Executive such
medical insurance coverages as are generally being provided to other employees
of GRS from time to time. The Executive shall also be eligible for three weeks
paid vacation per year during the term of this Agreement.

4. TERMINATION.

<PAGE> 3

5. RESTRICTIVE COVENANTS.

6. INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Section 5 of this Agreement will cause irreparable

3
<PAGE> 4

7. GOVERNING LAW; WAIVER OF JURY TRIAL. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida as
to all matters, including, but not limited to, matters of validity,
construction, effect and performance, except that no doctrine of choice of law
shall be used to apply any law other than that of Florida. IN THE EVENT OF ANY
LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS AGREEMENT, ALL OF THE
PARTIES HERETO WAIVE ALL RIGHTS TO A TRIAL BY JURY AND AGREE TO SUBMIT TO
BINDING ARBITRATION IN FLORIDA IN ACCORDANCE WITH THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION.

If to GRS: General Roofing Services, Inc.
951 South Andrews Avenue
Pompano Beach, Florida 33069
Attn: Gregg Wallick, President
Tel: (954) 942-3550
Fax: (954) 946-2583

With a copy to: Baker & McKenzie
1200 Brickell Avenue, Suite 1900
Miami, Florida 33131
Attn: Andrew Hulsh, Esq.
Tel: (305) 789-8985
Fax: (305) 789-8953

If to the Executive: William A. Abberger III
1804 Mariner Drive, No. 33
Tarpon Springs, Florida 34689
Tel: (813) 943-7379
Fax: (813) 621-6891

or to such other address as either party hereto may from time to time give
notice of to the other in the aforesaid manner.

<PAGE> 5

5
<PAGE> 6

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

GENERAL ROOFING SERVICES, INC.:

By: /s/ Gregg E. Wallick
-------------------------------------
Gregg E. Wallick
President and Chief Executive Officer

EXECUTIVE:

/s/ William A. Abberger
-------------------------------------
William A. Abberger III

<PAGE> 7

EXHIBIT A

EXECUTIVE'S RESPONSIBILITIES

TITLE: CHIEF OPERATING OFFICER

REPORT TO: CEO

SUPERVISES: Regional Managers, Profit Centers, Purchasing Agent, Business
Development Manager and Transition Team Manager

OBJECTIVE/MISSION: Officer responsible for the day to day administration of all
operational work segments. Provide direction and guidance to profit center
Executives. To meet the Operation Goals and Objectives of the Business Plan.

KEY RESULTS:
1. FINANCIAL - Achieve budgeted financial objectives as projected. Hit the
numbers!

2. PERSONNEL - All companies staffed with a qualified manager and enough
managers in training so as to insure enough required staff to minimize
staffing issues. Turnover rate of Branch Mgr., Sr. Project Mgr., Sr.
Construction Mgr., Account Mgrs. is less than 10%.

3. SAFETY - Insure performance standard regarding experience modifier, number
of claims, litigation, are as projected.

4. APPRENTICES PROGRAM - to insure qualified trades men required.

5. S.O.P - revised and updated and documented and trained as required.

6. PURCHASING - Oversee that we are taking advantage of all purchasing
opportunities that can be done regarding any operational issues, i.e.
material, tools, etc.

7. PERSONAL DEVELOPMENT - Maintain some level of continuous personal
improvement with respect to job skills as required.