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                                                                   EXHIBIT 10.12


                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of the 1st day of April, 1995, by and
between AmeriQuest Technologies, Inc., a Delaware corporation having its
principal place of business at 2722 Michelson Drive, Irvine, California 92715
("Employer") and Dennis C. Fairchild, an individual ("Employee").

                 In consideration of the mutual promises and agreements set 
forth in this Agreement, Employer and Employee agree as follows:


                 1.  JOB TITLE AND DUTIES.  Employer hereby employs, engages 
and hires Employee in the position of Chief Accounting Officer.  In this 
position, Employee is expected to perform such duties as are consistent with 
the position of Chief Accounting Officer as may from time-to-time be assigned 
to the Employee by Employer.

                 Employee hereby accepts and agrees to being hired, engaged and 
employed, subject to the general supervision and orders, advice and direction
of Employer as given by Employer's Board of Directors, President, or other such
supervisory personnel of Employer to whom Employee shall be responsible.
Employee agrees to perform any duties customarily performed by one holding the
same or similar position in the same or similar businesses or enterprises as
that of the Employer.  Employee shall perform his duties at the principal
location of the Employer's offices, currently in Orange County, California, or
any other place or places that Employer shall in good faith require, or as the
interest, needs, business or opportunity of Employer shall require.

                 2.  TERM OF EMPLOYMENT.  The term of this Agreement shall 
commence on the date set forth above (the "Commencement Date") and shall 
continue for a period of two (2) years or until terminated pursuant to Section
11 of this Agreement.  All terms and conditions in this Agreement pertaining to 
Employee's employment by the Company are confidential and shall not be 
disclosed by Employee to any other employees of Employer.

                 3.  COMPENSATION.  As full payment for the services performed 
by Employee in full discharge of his duties under this Agreement, Employer 
shall pay to Employee and Employee shall accept as full payment from Employer, 
compensation, subject to such deductions and withholdings as may be required by
law or by Employer's policies and procedures from time to time in effect, as
follows:





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                 (A)  BASE SALARY.  Employee shall receive a base salary of
         $140,000.00 per year (the "Base Salary") which shall be payable on
         such basis, no less frequently than monthly, as Employer shall, from
         time to time, determine.  Employee's Base Salary hereunder shall be
         subject to review and adjustment by Employer, in Employer's
         discretion, one year from the Commencement Date.

                 (B)  PERFORMANCE BONUS.  Employee shall be entitled to a
         performance bonus of up to $60,000.00 per year, to be paid in equal
         quarterly installments (the "Performance Bonus") based upon Employee's
         achievement of certain goals, pursuant to the "Management By
         Objective" Plan (the "MBO Plan") of Employer as may be in effect from
         time to time.  All terms and conditions regarding Employee's
         entitlement to the Performance Bonus shall be governed by the MBO Plan
         as it shall, from time to time, be amended by Employer.

                 (C)  Stock Options.  Employer shall grant to Employee stock
options, subject to the terms of the Stock Option Agreement attached hereto as
Exhibit A, to purchase all or a part of an aggregate of 50,000 shares of the
Employer's common stock.  Employee's stock options shall vest over a 56 month
period, with the first 12,500 shares vesting on the first day of the month
which is 14 months following the Commencement Date.  The remaining 37,500
shares shall vest in three equal installments of 12,500 shares each, on the
first day of the months which shall be 28, 42, and 56 months respectively,
following the Commencement Date.  The options will be exercisable at an
exercise price equal to the closing price of Employer's common stock on the New
York Stock Exchange as of the Commencement Date.  In the event the Employee's
employment with Employer hereunder is terminated for any reason whatsoever,
Employee shall receive only those stock options which shall have vested prior
to the date of such termination of employment.


                 4.  POLICIES AND PROCEDURES.  This Agreement hereby 
incorporates Employer's standard "Policies and Procedures Manual" as 
constituted on this date, and as it may be amended in the future from time to
time.  Employee hereby agrees to abide by all "Policies and Procedures" as may
be adopted by Employer from time to time, and to not, intentionally or
negligently, act in any manner inconsistent with said Policies and Procedures
or in any other manner which may cause financial or other damage to Employer.

                   Without in any way limiting the contents of the Policies and
Procedures Manual, or of the obligation of Employee to comply with all Policies
and Procedures, Employee hereby specifically acknowledges and confirms that
Employee has read and will comply with those sections of the Policies and
Procedures Manual dealing with Equal Opportunity Policies, Sexual Harassment
Policies, and Compliance with Securities Laws.





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                 5.  BENEFITS.  Employee shall be entitled to such employment
benefits as Employer may, from time to time, grant to its employees generally.

                 6.  EMPLOYEE'S EXCLUSIVITY.  Employee will at all times
faithfully, industriously, and to the best of Employee's ability, experience,
and talents perform all of the duties that may be required of and from Employee
pursuant to the terms of this Agreement, to the satisfaction of Employer.
Employee shall not, during the term of this Agreement, be interested directly
or indirectly, in any manner as an advisor or employee for compensation, or as
a partner, officer, director, stockholder, or in any other capacity in any other
business enterprises without the prior written consent of Employer.  Employee
shall not be prohibited hereunder from making investments of personal funds in
capital stock or other securities of any corporation whose stock or securities
are publicly owned or are regularly traded on any public exchange.

                 7.  CONFIDENTIALITY.

                          (a)  Non-Disclosure and Non-Use of Confidential
                 Information.  The Employee shall not, directly or indirectly,
                 during, or at any time after his employment by the Employer,
                 use for himself or others, or disclose to others, any
                 Confidential Information of the Employer, whether or not
                 conceived, developed or perfected by him unless the Employee
                 first secures written consent of the Employer to such
                 disclosure or use, which may or may not be given in the
                 absolute discretion of the Employer, or until such information
                 shall have become a matter of public knowledge.

                          (b)  "Confidential Information" Defined.  The term
                 "Confidential Information" shall include, without limitation:
                 records of research and technical data; computer programs
                 (whether under license from others or developed in-house as a
                 proprietary product of the Employer), processes, machines,
                 equipment and process designs, including any drawings and
                 descriptions thereof; operating instructions; training
                 manuals; production and development processes; production
                 schedules; procedures; machinery; business and financial
                 information; customer lists; customer buying records; pricing
                 policies; product and merchandise sources; supply sources;
                 marketing information and plans; pricing policies; product and
                 merchandise sources; long-range plans; salary information;
                 contracts; and correspondence and other information of the
                 Employer, or of other parties doing business with the
                 Employer; and such other information as is maintained in
                 confidence but which is disclosed to Employee in trust, or
                 which the Employee is placed in a position to discover by
                 virtue of the trust and confidence reposed in him





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                 by his employment.  Such Confidential Information is hereby
                 expressly distinguished from general information and know-how
                 inherently available in any employment.

                          (c)  Return of Records.  Upon termination of
                 Employee's employment or at any other time upon request,
                 Employee will return promptly to Employer, as its property,
                 any or all Confidential Information, in whatever form it may
                 exist, and by whomever prepared, which are then in Employee's
                 custody, possession or control.

                 8.  NON-COMPETITION.  Employee acknowledges that his ability
to earn a living is not so closely tied to the business of Employer and the
market segment of which Employer is a part that the termination of his
employment would not work an undue hardship on Employee or his family.  In
recognition of this fact, and in partial consideration of the Severance Pay to
which Employee is entitled pursuant to Paragraph 11 below, Employee agrees that
in the event employment of Employee with Employer is terminated for any reason
other than at the expiration of the term set forth in Section 2 hereof,
Employee will not accept employment, or work in any manner for a company,
business, or organization engaged in the business of distributing, reselling,
or aggregating computer equipment, or any other business which may be engaged
in by Employer at the date of such termination, for a period of twelve months
following such termination of employment.  Employee acknowledges that Employer
conducts its business throughout the United States, and that accordingly this
prohibition against competition will extend to any company, business, or
organization doing business in the United States.  In the event following
termination of Employee's employment with Employer, Employee engages in a
business which competes with that of Employer, or otherwise violates this
Section, the Severance Pay provided for in Section 11 hereof shall terminate.

                 This Non-Competition Section shall be deemed binding upon
Employee in all respects and in the event of Employee's violation of this
Section, Employer shall be entitled to initiate injunctive relief against
Employee.  In addition, Employee shall be liable to Employer for any damages
that Employer shall suffer as a result of any breach hereof.

                 9.  CONFLICTS OF INTEREST.  Employee covenants, warrants and
agrees that Employee will not engage in any activities that will create a
conflict of interest between Employee's actions and the furtherance of the
interests of Employer.  Employee covenants and agrees that while Employee is at
work, Employee will utilize all such time for the furtherance of Employer's
business and will not work on personal projects or projects for any other
group, cause or organization unless specifically disclosed to and approved in
writing by Employer.





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                 10.  TERMINATION.  Unless otherwise agreed to in writing by
the Employer and the Employee, this Agreement shall terminate upon the
occurrence of any of the following events:

                 (a)      At any time by mutual agreement in writing signed by
                          the Employer and the Employee.

                 (b)      Upon the death or disability of the Employee.

                 (c)      Upon the bankruptcy, liquidation or termination of
                          business by the Employer.

                 (d)      At the option of Employer, after not less than thirty
                          (30) days prior written notice to Employee provided,
                          however, that if Employee's employment shall be
                          terminated for "Cause" (as defined in Section 11
                          below) such termination may be effective immediately
                          upon notice by Employer to Employee.

                 11.  SEVERANCE PAYMENTS.  Upon termination of Employee's
employment hereunder, the Base Salary of Employee shall be paid by Employer up
to the effective date of termination.  Any Performance Bonus which Employee may
have otherwise earned under the MBO Plan for the quarter in which such
termination shall occur, shall be canceled and shall not be payable to
Employee.  If Employee's employment is terminated by Employer pursuant to
Section 11(d) above without "Cause," and, subject to Employee's compliance with
all other terms of this Agreement, including, without limitation, the
Confidentiality and Non-Competition provisions of Section 7 and 8 above,
Employer shall continue the payment of Employee's Base Salary as severance pay
("Severance Pay") for a period of six months year from the date of the
termination of Employee's employment.  For purposes of this Agreement, "Cause"
shall mean any one or more of the following:

                 (a)      The inability or failure of Employee to perform
                          assigned duties;

                 (b)      Any breach of this Agreement by the Employee; or

                 (c)      Any act by the Employee which would impair Employee's
                          ability to function in the capacity hired, including,
                          but not limited to, any act of sexual harassment of
                          other employees, moral turpitude or dishonesty.





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                 Other than the payment of Employee's Base Salary and the
Severance Pay as heretofore provided, following termination of employment
Employer shall have no further obligation to pay any sums, or provide any
benefits to Employee.

                 12.  RELOCATION COSTS.  Employee shall be reimbursed for the
"Relocation Costs," as defined below, incurred by Employee as a result of any
required relocation of Employee's residence from Florida to California.  The
term "Relocation Costs" shall include the following:

                 (a)      Moving costs for Employee's automobiles, home
                          furnishings, and other personal property.

                 (b)      Real estate commissions and closing costs incurred on
                          the sale of Employee's Florida home and closing costs
                          incurred on the purchase of Employee's California
                          home.

                 (c)      An interim travel allowance in order to provide
                          Employee with one round trip coach fare from Los
                          Angeles to Fort Lauderdale for each month until
                          Employee's family is able to relocate to California.

                 (d)      Interim living accommodations and a reasonable
                          expense allowance for food and other incidentals
                          incurred in Orange County, California during the
                          period that Employee is required to perform services
                          in California, but prior to the time Employee's
                          family is able to move to California.  Interim living
                          accommodations shall either be provided by Employer,
                          or at Employer's option, shall be reimbursed to
                          Employee in such amount as may be agreed to in
                          writing by Employer.

                 (e)      For the first twelve (12) months from the date of
                          purchase of a home in California, the Company shall
                          pay you an amount equal to the increased monthly
                          interest payment attributable to any increase in the
                          interest rate on your California home mortgage over
                          the interest rate which had been charged on your
                          Florida home mortgage.


                 13.  MISCELLANEOUS.  The following provisions are also 
integral parts of this Agreement:





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                          A.  This Agreement shall be binding upon and shall
inure to the benefit of the successors, assigns, personal representatives and
heirs of the respective parties hereto, and any entities resulting from the
reorganization, consolidation or merger of Employer.

                          B.  The headings used in this Agreement are inserted
for reference purposes only and shall not be deemed to limit or affect in any
way the meaning or interpretation of any of the terms or provisions of this
Agreement.

                          C.  This Agreement constitutes the entire
understanding and agreement between the parties and supersedes all prior
agreements, representations or understandings between the parties relating to
the subject matter hereof.

                          D.  The provisions of this Agreement are severable,
and should any provision hereof be void, voidable or unenforceable, such void,
voidable, or unenforceable provision shall not affect any other provision of
this Agreement

                          E.  Any waiver by either party hereto of any kind of
character whatsoever by the other party, whether such waiver be direct or
implied, shall not be construed as a continuing waiver of or consent to any
subsequent breach of this Agreement on the part of the other party.

                          F.  The several rights and remedies herein expressly
reserved to each of the parties shall be construed as cumulative; and none of
them shall be exclusive of, in lieu, or in limitation of any other right,
remedy or priority allowed by law.  Without limiting the generality of the
foregoing, Employee shall be liable to Employer for any damages that Employer
shall suffer as a result of any breach of any terms of this Agreement.

                          G.  The parties agree that time is of the essence in 
the performance of the duties herein.

                          H.  This Agreement shall be interpreted, construed
and enforced according to the laws of the State of California.  Venue for the
resolution of any dispute hereunder shall lie in the Superior Court of the
State of, California, Orange County, California.  The parties each agree to
waive trial by jury in any action arising in connection with this Agreement or
the employment relationship between Employer and Employees.

                          I.  The parties agree that in the event any acts or a
court proceeding is brought by either party to enforce any provisions under
this Agreement, each party shall bear its





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own costs in connection therewith, and neither party shall be entitled to 
recover any attorneys fees or court costs.

                          J.  Except as otherwise provided herein this
Agreement and the rights and obligations herein may not be assigned or assumed
by either party hereto without the prior written consent of the other party.

                          K.  All terms and words used in this Agreement
regardless of the number and gender in which they are used shall be deemed and
construed to include any other number, singular or plural, and any other
gender, masculine, feminine or neuter, as the context or sense of this
Agreement or any paragraph or cause herein may require, the same as if the
words had been fully and properly written in the required number and gender.

                          L.  This Agreement may not be amended or modified
except by mutual written agreement of the parties.

                          M.  The obligations of Employee set forth in Sections
7 and 8 hereof represent independent covenants by which Employee will remain
bound notwithstanding any breach by Employer of the provisions hereunder, and
shall survive the termination of this Agreement.



                   REMAINDER OF PAGE LEFT BLANK INTENTIONALLY





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                          N.  All notices, demands and requests required or
permitted to be given hereunder shall be deemed duly given if delivered or
mailed by registered or certified mail, postage prepaid, addressed to the
following:

                                     If to Employer, to:
                                     
                                     AmeriQuest Technologies, Inc.
                                     2722 Michelson Drive
                                     Irvine, California 92715


                                     If to Employee, to:

                                     Dennis C. Fairchild
                                     5512 N.W. 86th Way
                                     Coral Springs, Florida 33067



                 Either party shall have the right to specifically, in writing,
in the manner above provided, another address to which subsequent notices to
the parties shall be given.  Any notice given hereunder shall be deemed to have
been given as of the date delivered or mailed.

DATED this 1st day of April, 1995.

EMPLOYER:                              EMPLOYEE:

AmeriQuest Technologies Inc.

By: /s/ Gregory A. White                    By: /s/ Dennis C. Fairchild
   ---------------------------                 --------------------------
   Gregory A. White                            Dennis C. Fairchild
   President and Chief                         Chief Accounting Officer
   Operating Officer





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                      [LOGO] AMERIQUEST TECHNOLOGIES, INC.



                                   MEMORANDUM




TO:             AUDREY HYNES

FROM:           GREG WHITE

DATE:           MARCH 28, 1995

SUBJECT:        DENNIS FAIRCHILD


Per our conversation, please process the following payroll changes for Dennis
Fairchild.

-        Effective January 1, 1995, change rate of pay from $100,000/year to
         $140,000/year.

-        Issue a retroactive pay raise in the amount of $10,000.  This is to be
         given to Dennis in a March 31, 1995 paycheck.

-        Dennis is now eligible for a $60,000 Quarterly Bonus Plan.  Please
         issue his Q1 bonus check in the amount of $15,000.  This is to be
         given to Dennis in a March 31, 1995 paycheck.


APPROVAL:


/s/ Greg White                                     3-28-95
-----------------------------                      --------------------
GREG WHITE, PRESIDENT                              DATE


cc:      Dennis Fairchild



        2722 Michelson Drive - Irvine, California 92715 - 714-222-6000
                              Fax: 714-261-0556