Exhibit 10.5 Employment Agreement

A.

The Executive currently serves as Executive Vice President and Chief Financial Officer of Goodman Global Holdings, Inc., a Texas corporation (“GG Holdings”).

B.

GG Holdings has entered into that certain Asset Purchase Agreement by and between GG Holdings, Frio Holdings, Inc. and Frio, Inc., a Delaware corporation, dated as of November 18, 2004 (the “ Asset Purchase Agreement ”), providing for the Company’s purchase of substantially all the assets of GG Holdings.

C.

Frio Holdings, Inc. and the Executive originally entered into this employment agreement as of November 18, 2004, and the Executive and the Company desire to amend and restate this employment agreement in its entirety, effective as of December 23, 2004.

D.

The Company desires to employ the Executive following the consummation of the transaction contemplated by the Asset Purchase Agreement pursuant to the terms and conditions set forth herein.

E.

The Executive desires to provide services to the Company on the terms and conditions set forth herein, effective upon the consummation of the transaction contemplated by the Asset Purchase Agreement.

(a)

“ Affiliate ” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person

where “control” shall have the meaning given such term under Rule 405 of the Securities Act.

(b)

“ Agreement ” shall have the meaning set forth in the preamble hereto.

(c)

“ Annual Base Salary ” shall have the meaning set forth in Section 3(a) .

(d)

“ Asset Purchase Agreement ” shall have the meaning set forth in the Recitals.

(e)

“ Board ” shall mean the Board of Directors of the Company.

(f)

The Company shall have “ Cause ” to terminate the Executive’s employment hereunder upon:

(i)

The Executive’s willful failure to substantially perform the duties set forth in this Agreement (other than any such failure resulting from the Executive’s Disability) which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

(ii)

The Executive’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board not inconsistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure;

(iii)

The Executive’s commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude;

(iv)

The Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities under this Agreement; or

(v)

The Executive’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company (or any predecessor thereto or successor thereof).

(g)

“ Change in Control ” shall mean the first to occur of the following events:

(i)

The consummation of (A) a direct or indirect sale or other disposition of all or substantially all the assets of the Company, or (B) a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Common Stock by the Company (of either treasury shares or newly issued shares) to the general public through a registration statement filed with the Securities and Exchange Commission) (each, a “ Business Combination ”) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an

employee benefit plan maintained by the Company or any of its subsidiaries, the Principal Stockholder or any “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or the Principal Stockholder) (collectively, a “ Business Combination Person ”) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than (1) fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition, or (2) an amount greater than the amount owned or controlled, directly or indirectly, by the Principal Stockholder of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided that, notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to this Section 1(g)(i)(B)(2) unless a majority of the members of the board of directors (or similar governing body) of the entity resulting from such Business Combination are employees of the Business Combination Person; or

(ii)

A majority of the members of the Board cease to be Continuing Directors; or

(iii)

Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(h)

“ Common Stock ” shall mean common stock of the Company, par value $0.01 per share.

(i)

“ Company ” shall, except as otherwise set forth in Section 6(d) or Section 7(f) , have the meaning set forth in the preamble hereto.

(j)

“ Compensation Committee ” means the Compensation Committee of the Board.

(k)

“ Continuing Director ” means any person who either (i) was a member of the Board as of the date of this Agreement; or (ii) was nominated for election or elected to the Board with the approval of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election.

(l)

“ Date of Termination ” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death; or (ii) if the Executive’s employment is terminated pursuant to Section 4(a)(ii) – (vi) either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 4(b) , whichever is earlier.

(m)

“ Disability ” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for a total of three months during any six-month period as a result of incapacity due to mental or physical illness.

(n)

“ Effective Date ” shall have the meaning set forth in Section 2(b) .

(o)

“ Effective Date Fair Market Value ” shall mean the purchase price per share of Common Stock or preferred stock of the Company, as applicable, paid by the Principal Stockholder in connection with the transaction contemplated by the Asset Purchase Agreement.

(p)

“ Equity Interests ” shall have the meaning set forth in Section 3(c) .

(q)

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(r)

“ Executive ” shall have the meaning set forth in the preamble hereto.

(s)

“ Executive Bonus Plan ” shall mean the Company’s Senior Executive Incentive Bonus Plan or such other bonus plan as may be designated by the Compensation Committee.

(t)

“ Extension Term ” shall have the meaning set forth in Section 2(b) .

(u)

“ GG Holdings ” shall have the meaning set forth in the Recitals.

(v)

“ GG Holdings Employment Agreement ” shall mean that certain Second Amended and Restated Employment Agreement dated as of July 1, 2004 by and between GG Holdings and the Executive.

(w)

The Executive shall have “ Good Reason ” to resign his employment upon the occurrence of any of the following:

(i)

Failure of the Company or its shareholders to continue the Executive in the position of Executive Vice President and Chief Financial Officer;

(ii)

A material diminution in the nature or scope of the Executive’s responsibilities, duties or authority;

(iii)

Failure of the Company to make any material payment or provide any material benefit under this Agreement; or

(iv)

The Company’s material breach of this Agreement or any Option Agreement;

(x)

“ Initial Term ” shall have the meaning set forth in Section 2(b) .

(y)

“ Notice of Termination ” shall have the meaning set forth in Section 4(b) .

(z)

“ Option ” shall have the meaning set forth in Section 3(d) .

(aa)

“ Option Agreement ” shall mean a written agreement to purchase Common Stock pursuant to the Option Plan entered into by and between the Executive and the Company as of the Effective Date.

(bb)

“ Option Plan ” shall mean a stock option plan to be adopted by the Company as of the Effective Date

(cc)

“ Performance Vesting Option ” shall have the meaning set forth in Section 3(d) .

(dd)

“ Performance Vesting Option Catch-Up ” shall have the meaning set forth in Section 3(d) .

(ee)

“ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(ff)

“ Principal Stockholder ” shall mean Frio Holdings, LLC, a Delaware limited liability company, and its Affiliates.

(gg)

“ Related Agreements ” shall have the meaning set forth in Section 15

(hh)

“ Rollover Amount ” shall have the meaning set forth in Section 3(c) .

(ii)

“ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time

(jj)

“ Subscription Agreement ” shall have the meaning set forth in Section 3(c) .

(kk)

“ Term ” shall have the meaning set forth in Section 2(b)

(ll)

“ Time Vesting Option ” shall have the meaning set forth in Section 3(d) .

(a)

In General . The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in Section 2(b) , in the

position set forth in Section 2(c) , and upon the other terms and conditions herein provided.

(b)

Term . The initial term of employment under this Agreement (the “ Initial Term ”) shall be for the period beginning on the Closing Date (as defined in the Asset Purchase Agreement) (the “ Effective Date ”) and ending on the third anniversary thereof, unless earlier terminated as provided in Section 4 . The employment term hereunder shall automatically be extended for successive one-year periods (each, an “ Extension Term ” and, collectively with the Initial Term, the “ Term ”) unless either party gives notice of non-extension to the other no later than 180 days prior to the expiration of the then-applicable Term. In the event that the transaction contemplated by the Asset Purchase Agreement is not consummated, this Agreement shall be void ab initio . Notwithstanding the foregoing, this agreement shall not supersede the GG Holdings Employment Agreement with respect to Section 6 (Obligations of the Company upon a Change in Control).

(c)

Position and Duties .

(a)

Annual Base Salary . During the Term, the Executive shall receive a base salary at a rate of $397,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to increase as determined by the Compensation Committee (the “ Annual Base Salary ”).

(b)

Annual Bonus . With respect to each of the Company’s fiscal years that end during the Term, the Executive shall be eligible to receive an annual

performance-based bonus in accordance with the terms of the Executive Bonus Plan. The Executive Bonus Plan shall provide that (i) if the Company achieves certain threshold targets (as established in accordance with the terms of the Executive Bonus Plan) for an applicable fiscal year, the Executive’s annual bonus shall be payable in an amount equal to 28.125% of his Annual Base Salary, and (ii) if the Company achieves certain projected targets (as established in accordance with the terms of the Executive Bonus Plan) for an applicable fiscal year, the Executive’s annual bonus shall be payable in an amount equal to 75% of his Annual Base Salary. The Compensation Committee may, in its sole discretion, provide that the Executive shall be paid an additional bonus amount pursuant to the Executive Bonus Plan with respect to any fiscal year.

(c)

Equity Buy-In . As of the Effective Date, the Executive shall subscribe to purchase, and the Company agrees to issue to the Executive, shares of Common Stock or preferred stock (together, the “ Equity Interests ”); provided that the pro rata ownership percentage of each type of Equity Interest shall be equal among the Executive and the Principal Stockholder as of the Closing Date. The Executive’s purchase of the Equity Interests shall be evidenced by a written subscription agreement by and between the Company and the Executive (the “ Subscription Agreement ”). The Subscription Agreement shall provide that the Executive shall invest $3,099,004 (the “ Rollover Amount ”), which amount represents a good faith estimate of 50% of the after-tax amount of all cash payments received pursuant to (i) Section 6(a)(v) of the GG Holdings Employment Agreement and (ii) the Appreciation Rights granted to him pursuant to the Amended and Restated Goodman Global Holdings, Inc. Appreciation Rights Plan, as amended. The purchase price per share purchased in accordance with this Section 3(c) shall be equal to the Effective Date Fair Market Value. Equity Interests purchased pursuant to the Subscription Agreement shall be subject to a Management Stockholders Agreement entered into by and between the Company and the Executive as of the Effective Date containing substantially the terms set forth on Exhibit A hereto. For administrative convenience, the Executive hereby (i) authorizes GG Holdings (or one of its affiliates) to pay the Rollover Amount directly to the Company in satisfaction of the Executive’s obligation to purchase the Equity Interests pursuant to this Section 3(c) and (ii) acknowledges and agrees that (A) GG Holdings (or one of its affiliates) will pay the Rollover Amount directly to the Company and (B) notwithstanding anything to the contrary in the GG Holdings Employment Agreement, the Appreciation Rights Plan or any other applicable agreement, the Rollover Amount will not be paid to the Executive. The Company acknowledges and agrees that the payment of the Rollover Amount by GG Holdings (or one of its affiliates) to the Company shall satisfy the Executive’s obligation to pay the purchase price for the Equity Interests pursuant to this Section 3(c) . The closing of the transaction described in this Section 3(c) shall occur at such date as may be established by the Company, which date shall be not less than 30 days following the Effective Date.

(d)

Option Plan . As of the Effective Date, the Executive shall be granted a non-qualified stock option (the “ Option ”) to purchase that number of shares equal to 1.5% of the shares of Common Stock outstanding as of the Effective Date pursuant to the Option Plan and Option Agreement. The Option Plan and Option Agreement will provide , inter alia , that (i) the per share exercise price of each share of Common Stock subject to the Option shall be equal to Effective Date Fair Market Value; (ii) subject to the Executive’s continued employment with the Company: (A) the Option shall be eligible to become vested and exercisable with respect to 50% of the shares covered thereby in equal installments of 12.5% each on each December 31 beginning in 2005 and ending in 2008 (the “ Time Vesting Option ”) and (B) the Option shall be eligible to become vested and exercisable with respect to 50% of the shares covered thereby on the eighth anniversary of the Effective Date (the “ Performance Vesting Option ”); provided that an installment equal to 10% of the options shall be eligible to become vested following each of fiscal years 2005 through 2009 if the applicable “EBITDA” target set forth in the Option Agreement (substantially as set forth in Exhibit B hereto) is achieved for such year and the “Return on Invested Capital” threshold set forth in the Option Agreement is achieved for such year. Any performance-based installment described in Section 3(d)(ii)(B) above (other than the installment first eligible to become vested following 2009), that does not become vested when first eligible will be eligible to become vested following the immediately succeeding fiscal year if the EBITDA target with respect to such immediately succeeding fiscal year is achieved for such year (the “ Performance Vesting Option Catch-Up ”). Shares purchased upon the exercise of the Option shall be subject to the Management Stockholders Agreement referenced in Section 3(c) . Notwithstanding the foregoing, immediately prior to a Change in Control (i) the Time Vesting Option shall become fully vested and exercisable with respect to all shares covered thereby and (ii) the Performance Vesting Option shall become vested and exercisable with respect to all shares that, as of the date of such Change in Control (A) are eligible to become vested pursuant to the proviso set forth in Section 3(d)(ii)(B) above and (B) if the Change in Control occurs following July 1 of any year and the Compensation Committee determines in good faith that absent such Change in Control the applicable EBITDA target set forth in Section 3(d)(ii)(B) would be met with respect to such year, are eligible to become vested pursuant to the Performance Vesting Option Catch-Up (but the Performance Vesting Option shall not become vested with respect to any shares that are eligible to become vested only upon the eighth anniversary of the date of grant pursuant to Section 3(d)(ii)(B) above).

(e)

Benefits . During the Term, the Executive shall be entitled to participate in employee benefit plans, programs and arrangements of the Company now (or, to the extent determined by the Board, hereafter) in effect which are applicable to the senior executives of the Company in accordance with their terms. Such benefits shall be provided at a level and on terms and conditions consistent with the Executive’s position, and shall be no less favorable to the Executive than those benefit levels applying to other senior executives of the Company.

(f)

Vacation . During the Term, the Executive shall be entitled to paid vacation in accordance with the Company’s vacation policies applicable to executives of the Company, provided that Executive shall be entitled to at least four weeks of vacation annually. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive.

(g)

Expenses . During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s expense reimbursement policy.

(a)

Circumstances .

(i)

Death . The Executive’s employment hereunder shall terminate upon his death.

(ii)

Disability . If the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment, provided , however , that such notice shall not be effective prior to the earlier to occur of (A) the first anniversary of the date the Executive incurred the Disability or (B) the expiration of short-term disability benefits pursuant to any applicable Company benefit plan. In that event, the Executive’s employment with the Company shall terminate effective on the later to occur of (X) the 30 ^th day after the receipt of such notice by the Executive or (Y) the earlier to occur of the events described in subparagraphs (A) or (B) of this Section 4(a)(ii) , provided that prior to the effective date of such termination, the Executive shall not have returned to full-time performance of his duties.

(iii)

Termination for Cause . The Company may terminate the Executive’s employment for Cause.

(iv)

Termination without Cause . The Company may terminate the Executive’s employment without Cause.

(v)

Resignation for Good Reason . The Executive may resign his employment for Good Reason.

(vi)

Resignation without Good Reason . The Executive may resign his employment without Good Reason.

(b)

Notice of Termination . Any termination of the Executive’s employment by the Company or by the Executive under this Section 4 (other than termination pursuant to Section 4(a)(i) ) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and specifying a Date of Termination which, if submitted by the Executive, shall be at least 30 days following the date of such notice (a “ Notice of Termination ”); provided , however , that the Company may, in its sole discretion, change the Date of Termination to any date following the Company’s receipt of the Notice of Termination. A Notice of Termination submitted by the Company may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(c)

Company Obligations upon Termination . Upon termination of the Executive’s employment, the Executive (or the Executive’s estate) shall be entitled to receive (i) except in the event of the Executive’s Disability, any amount of the Executive’s Annual Base Salary through the Date of Termination not theretofore paid, (ii) any expenses owed to the Executive under Section 3(g) , (iii) any accrued vacation pay owed to the Executive pursuant to Section 3(f) , and (iv) any amount arising from the Executive’s participation in, or benefits under any employee benefit plans, programs or