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                                                                   EXHIBIT 10.10


                              EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") is entered into as of October 1,
1997 (the "Effective Date") between AmeriQuest Technologies, Inc., a Delaware
corporation with its principal offices located at 425 Privet Road, Horsham, PA
19044 ("Company"), and Alex C. Kramer, a resident of Pennsylvania ("Employee").

In consideration of the promises and the terms and conditions set forth in this
Agreement, the parties agree as follows:

1. POSITION. During the term of this Agreement, Company will employ Employee,
   and Employee will serve Company as the Company's President and Chief
   Executive Officer. Employee will report directly to the AmeriQuest Board of
   Directors.

2. DUTIES. Employee will serve Company in such capacities and with such duties
   and responsibilities as the President and Chief Executive Officer of Company
   may from time to time determine. Employee will be bound by Company' operating
   policies, procedures, and practices from time to time in effect during
   Employee's employment. Employee will perform his duties under this Agreement
   at the offices of Company, provided, that Employee may be required to do
   extensive traveling in connection with the performance of his duties
   hereunder. Employee hereby represents and warrants that he is free to enter
   into and fully perform this Agreement and the agreements referred to herein
   without breach of any agreement or contract to which he is a party or by
   which he is bound.

3. EXCLUSIVE SERVICE. During his employment with Company, Employee will devote
   his full time and efforts exclusively to this employment and all his skill
   and experience to the performance of his duties and advancing Company's
   interests in accordance with Employee's experience and skills. In addition,
   during his employment with Company, except for the current Partnerships of
   which the Company is aware, Employee will not engage in any consulting
   activity except with the prior written approval of Company or at the
   direction of Company, and Employee will otherwise do nothing inconsistent
   with the performance of his duties hereunder.
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Employment Agreement Alex C. Kramer


4. OBLIGATION NOT TO COMPETE. Employee hereby agrees that while he is employed
   by Company (the "Restricted Period"), Employee shall within the territory of
   the United States not engage in or provide services to any business that is
   competitive with or detrimental to any present or contemplated business of
   Company known to Employee. Employee also agrees that, during the Restricted
   Period, he shall not in any manner attempt to induce or assist others to
   attempt to induce any customer or client of Company to terminate his
   association with Company, nor do anything directly or indirectly to interfere
   with the relationship between Company and any such persons or concerns in the
   territory of the United States. Each of the following activities shall,
   without limitation, be deemed to constitute engaging in business within the
   meaning of Section 3 and 4: to engage in, work with, have an interest or
   concern in, advise, lend money to, guarantee the debts or obligations of, or
   permit one's name or any party thereof to be used in connection with, an
   enterprise of endeavor, either individually, in partnership or in conjunction
   with any person or persons, firms, associations, companies or corporations,
   whether as a principal, agent, shareholder, employee, officer, director,
   partner, consultant or in any other manner whatsoever; provided, however,
   that Employee shall retain the right to invest in or have an interest in
   entities traded on any public market or offered by any national brokerage
   house, provided that said interest does not exceed ten percent (10%) of the
   voting control of said entity. In addition, Employee may make passive
   investments in privately held entities that are determined by the Board of
   Directors of Company not to be competitors of Company. Company may elect to
   extend the term of this non-competition clause for a maximum period of six
   months following the termination according to Section 8.1. (b) and 8.1. (c)
   provided that a monthly fee in the amount of the last applicable monthly base
   salary is paid to Employee.

5. TERM OF AGREEMENT. This Agreement will commence on the Effective Date, and
   will continue for a period of twelve (12) months and thereafter unless
   terminated pursuant to Section 8 thereof.

6.  COMPENSATION AND BENEFITS.

      6.1.  BASE SALARY. Company agrees to pay Employee a base salary of $
            16.667 per month (or $ 200.000 annualized). Employee's salary will
            be payable as earned in accordance with Company' customary payroll
            practice.

      6.2.  PERFORMANCE BONUS. - Employee will be eligible to earn a bonus of up
            to $ 229.000 (the "Performance Bonus") annually during his
            employment with Company. The performance criteria and terms and
            conditions relative to the Performance Bonus shall be in accordance
            with the attached "Incentive Plan" (Attachment 1).
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Employment Agreement Alex C. Kramer


      6.3.  ADDITIONAL BENEFITS.  Employee will be eligible to participate in
            Company's employee benefit plans of general application,
            including without limitation those plans covering profit sharing,
            executive bonuses stock options, and those plans covering life,
            health, an dental insurance in accordance with the rules
            established for individual participation in any such plan and
            applicable law.  Employee shall receive such other benefits,
            including vacation, holidays, and sick leave, as Company
            generally provides to its employee holding similar positions as
            that of Employee.

      6.4.  VACATION.  Four (4) weeks.

      6.5.  EXPENSES. Company will reimburse Employee for all reasonable and
            necessary expenses incurred by Employee in connection with Company's
            business, provided that such expenses are deductible to Company, are
            in accordance with Company's applicable policy and are properly
            documented and accounted for in accordance with the requirements of
            the Internal Revenue Service.

7.    PROPRIETARY RIGHTS. Employee hereby agrees to execute an Employee
      Confidentiality Agreement with Company in substantially the form attached
      hereto as Attachment 2.

8.    TERMINATION.

      8.1   EVENTS OF TERMINATION. Employee's employment with the Company shall
            terminate upon any one of the following:

            a) the Company's determination made in good faith that it is
               terminating Employee for "cause" as defined under Section 8.2
               below ("Termination for Cause");

            b) six months after the effective date of a written notice sent to
               Employee stating that Company is terminating his employment,
               without cause, which notice can be given by Company at any time
               after the Effective Date at Company's sole discretion, for any
               reason or for no reason; or

            c) six months after the effective date of a written notice sent to
               Company from Employee stating that Employee is electing to
               terminate his employment with Company.
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Employment Agreement Alex C. Kramer


            d) If a change of control occurs and the employee's responsibilities
               are reduced within the following twelve (12) months thereafter.
               This termination on the part of the employee must be effected
               within six (6) months of the significant reduction in
               responsibilities. A "change in control" is deemed to have taken
               place when any of the following events occurs: (1) shareholder
               approval of a merger or consolidation of the Company with any
               other corporation resulting in a change in fifty percent (50%) or
               more of the total voting power of the Company; (2) shareholder
               approval of a plan of complete liquidation of the Company or an
               agreement for the sale or disposition of all or substantially all
               of the Company" assets; or (3) any person becomes the beneficial
               owner of more than fifty percent (50%) of the Company's total
               outstanding securities); and such reduction in responsibilities
               is not for cause. Any resignation of employment by Alex C. Kramer
               as a consequence of such reduction in responsibilities will be
               treated as a termination of employment without cause.

      8.2   "CAUSE" DEFINED.  For purposes of this Agreement, "cause" for
            Employee's termination will exist any time after the happening of
            one or more of the following events;

            a) a failure or refusal to comply in any material respect with
               the reasonable policies, standards or regulations of the
               Company;

            b) a failure or a refusal in any material respect, faithfully or
               diligently, to perform his duties determined by the Company in
               accordance with this Agreement or the customary duties of
               Employee's employment;

            c) unprofessional, unethical or fraudulent conduct or conduct
               that materially discredits the Company or is materially
               detrimental to the reputation, character or standing of the
               Company;

            d) dishonest conduct or a deliberate attempt to do an injury to
               the Company;

            e) Employee's material breach of a term of this Agreement; f) an
               unlawful or criminal act which would reflect badly on the
               Company in the Company's reasonable judgment; or

            g) employee's death.
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Employment Agreement Alex C. Kramer


9.    EFFECT OF TERMINATION.

      9.1   TERMINATION FOR CAUSE. In the event of any termination of this
            Agreement pursuant to Sections 8.1(a) or 8.1( c), the Company shall
            pay Employee the compensation and benefits otherwise payable to
            Employee under Section 6 through the effective date of termination.
            Employee's rights under the Company's benefit plans of general
            application shall be determined under the provisions of those plans.

      9.2   TERMINATION WITHOUT CAUSE OR VOLUNTARY TERMINATION. In the event of
            any termination of this Agreement pursuant to Section 8.1(b), the
            Company shall pay Employee the compensation and benefits according
            to Section 6 through the last day of the six (6) months period
            following the effective date that the notice referred to in Section
            8.1(b) is given.

      9.3   TERMINATION WITHOUT CAUSE DUE TO CHANGE IN CONTROL. In the event of
            any termination of this Agreement pursuant to Section 8.1(d), the
            Company shall pay Employee the compensation and benefits according
            to Section 6 through the last day of the twelve (12) months period
            following the date that the notice referred to in Section 8.1(d) is
            given.

10.   MISCELLANEOUS.

      10.1  ARBITRATION. Employee and Company shall submit to mandatory binding
            arbitration in any controversy or claim arising out of, or relating
            to, this Agreement or any breach hereof, provided, however, that
            Company retains its right to, and shall not be prohibited, limited
            or in any other way restricted from, seeking or obtaining equitable
            relief from a court having jurisdiction over the parties. Such
            arbitration shall be conducted in accordance with the commercial
            arbitration rules of the American Arbitration Association in effect
            at that time, and judgment upon the determination or award rendered
            by the arbitrator may be entered in any court having jurisdiction
            thereof.
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Employment Agreement Alex C. Kramer


      10.2  SEVERABILITY. If any provision of this Agreement shall be found by
            any arbitrator or court of competent jurisdiction to be invalid or
            unenforceable, then the parties hereby waive such provision to the
            extent that it is found to be invalid or unenforceable and to the
            extend that do so would not deprive one of the parties of the
            substantial benefit of its bargain. Such provision shall, to the
            extend allowable by the law and the preceding sentence be modified
            by such arbitrator or court so that it becomes enforceable and, as
            modified, shall be enforced as any other provision hereof, all the
            other provisions continuing in full force and effect.

      10.3. REMEDIES. Company and Employee acknowledge that the service to be
            provided by Employee is of a special, unique, unusual,
            extraordinary, and intellectual character, which give it peculiar
            value the loss of which cannot be reasonably or adequately
            compensated in damages in an action at law. Accordingly, Employee
            hereby consents and agrees that for any breach or violation by
            Employee of any of the provisions of this Agreement including,
            without limitation, Section 3, restraining order and/or injunction
            may be issued against Employee, in addition to any other rights and
            remedies Company may have, at law equity, including without
            limitation the recovery of money damages.

      10.4. NO WAIVER. The failure by either party at any time to require
            performance or compliance by the other of any of its obligations or
            agreements shall in no way affect the right to require such
            performance or compliance at any time thereafter. The waiver by
            either party of a breach of such provision hereof shall not be taken
            or held to be a waiver or any preceding or succeeding breach of such
            provision or as a waiver of the provision itself. No waiver of any
            kind shall be effective or binding, unless it is in writing and is
            signed by the party against whom such waiver is sought to be
            enforced.

      10.5. ASSIGNMENT. This Agreement and all rights hereunder are personal to
            Employee and may not be transferred or assigned by Employee at any
            time. Company may assign its rights, together with its obligations
            thereunder, to any parent, subsidiary affiliate or successor or in
            connection with any sale, transfer or other disposition of all or
            substantially all of its business and assets, provided, however,
            that any such assignee assumes Company's obligations hereunder.
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      10.6  WITHHOLDING. All sums payable to Employee thereunder shall be
            reduced by all federal, state, local, and other withholding and
            similar taxes and payments required by applicable law.

      10.7  ENTIRE AGREEMENT. This Agreement and the Employee Confidentiality
            Agreement constitute the entire and only agreements between the
            parties relating to employment of Employee with Company, and this
            Agreement supersedes and cancels any and all previous contracts,
            arrangements or understandings with respect thereto.

      10.8  AMENDMENT. This Agreement may be amended, modified, superseded,
            cancelled, renewed or extended only by an agreement in writing
            executed by both parties hereto.

      10.9  NOTICES. All notices and other communications required or permitted
            under this Agreement shall be in writing and hand-delivered, sent by
            Fax, sent by certified first-class mail, postage pre-paid, or sent
            by nationally recognized express courier service. Such notices and
            other communications shall be effective upon receipt if
            hand-delivered or sent by Fax, five (5) days after mailing if sent
            by mail, and one (1) day after dispatch if sent by express courier,
            to the following address, or such other addresses as any party shall
            notify the other parties:

                  If to the Company:      AmeriQuest Technologies, Inc.
                                          425 Privet Road
                                          Horsham, PA 19044
                  Fax Number:             (215) 675-7027
                  Attention:              Mr. Harold Streets
                                          Human Resources Manager

                  If to the Employee:     Alex C. Kramer
                                          17 Maude Circle
                                          Paoli, PA 19301

                  Fax Number:             (610) 647-3743




      10.10 BINDING NATURE. This Agreement shall be binding upon, and inure to
            the benefit of the successors and personal representatives of the
            respective parties hereto.

      10.11 HEADINGS. The headings contained in this Agreement are for reference
            purposes only and shall in no way affect the meaning or
            interpretation of this Agreement. In


                                       1
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            this Agreement, the singular includes the plural, the plural
            includes the singular, the masculine gender includes both male and
            female referents, and the word "or" is used in the inclusive sense.

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

      10.13 GOVERNING LAW. This Agreement and rights and obligations of the
            parties hereto shall be construed in accordance with the laws of the
            State of Pennsylvania, without giving effect tot he principles of
            conflict of laws.



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


"COMPANY"                                       "EMPLOYEE"

AMERIQUEST TECHNOLOGIES, INC.

Signature:  _________________________

Name:       Dr. Harry Krischik

Title:      Member of the Compensation 
            Committee



Signature:  _________________________           Signature ____________________

Name:       Marc Werner                         Name:       Alex C. Kramer

Title:      Member of the Compensation          Title:   President and CEO
            Committee