EXHIBIT 10.26


                              EMPLOYMENT AGREEMENT


                  This  Agreement  (this  "Agreement"),  dated as of February 1,
2003, is by and between American Vantage Companies,  a Nevada corporation having
its principal offices at 6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103
(the "Company"),  and Ronald J. Tassinari,  an individual with a current mailing
address  at  P.O.  Box  81890,  Las  Vegas,  Nevada  89180  (individually,   the
"Executive" and, together with the Company, the "parties").

                                    RECITALS

                           WHEREAS,    the   Executive   and   American   Casino
         Enterprises,  Inc.,  the former  name of the  Company,  had  originally
         entered into an Employment  Agreement  dated March 15, 1995, as amended
         as of July 20, 1995 (collectively, the "Prior Agreement");

                           WHEREAS,  the Executive and American  Vantage entered
         into an employment agreement dated April 1, 2002, and have extended the
         terms of such agreement by letter agreements until January 31, 2003;

                           WHEREAS,  the  Executive  has  been  employed  by the
         Company for more than twenty years and is currently the Company's Chief
         Executive Officer and President;

                           WHEREAS,   the   Executive   possesses   an  intimate
         knowledge of the business  and affairs of the  Company,  its  policies,
         methods, personnel and problems;

                           WHEREAS,  the Board of  Directors of the Company (the
         "Board")  recognizes the  Executive's  contribution  as Chief Executive
         Officer and President to the growth and success of the Company has been
         substantial  and  desires  to assure  the  Company  of the  Executive's
         continued  employment in an executive  capacity and to  compensate  the
         Executive therefor; and

                           WHEREAS,  the  Executive  is desirous  of  committing
         himself to serve the Company on the terms herein provided.


                  NOW,  THEREFORE,  in consideration of the foregoing and of the
respective covenants and agreements of the parties herein contained, the parties
hereto agree as follows:

1.  Termination  of  Prior  Agreement.   This  Agreement  supercedes  all  prior
agreements in all respects and they are  terminated in their entirety and hereby
made null and void  with no party to the Prior  Agreements  having  any  rights,
obligations or liabilities under them.

2. Employment; Term.

                  (a) The  Company  hereby  agrees to  continue  to  employ  the
Executive as Chief  Executive  Officer and  President  of the  Company,  and the
Executive  hereby  agrees to  continue  to serve the  Company,  on the terms and
conditions set forth herein.

                  (b) The term of this Agreement  shall begin on the date hereof
and shall end on January 31, 2006 (the "Term").

3. Position and Duties.


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                  (a) The Executive shall serve as the Chief  Executive  Officer
and  President  of the  Company,  reporting  only to the  Board,  and shall have
supervision and control over, and responsibility for, the general management and
operation  of the  Company,  and shall have such other  powers and duties as may
from time to time be  prescribed  by the Board,  provided  that such  duties are
consistent  with his  present  duties and with the  Executive's  position as the
senior executive officer in charge of the general management of the Company.

                  (b) The Company shall use its best efforts to cause  Executive
to  continue  to serve as the  Chairman  of the Board and as a  director  of the
Company.

                  (c)  Executive   agrees  to  devote   Executive's  full  time,
attention,  efforts,  loyalties  and energies to the business and affairs of the
Corporation. Notwithstanding the immediately preceding sentence, Executive shall
be permitted to devote a reasonable  amount of time,  attention  and energies to
reasonable  community  activities and public  affairs,  provided such engagement
shall not in any way conflict with  Executive's  duties under this  Agreement or
with the business of the Company.

4. Place of Performance.  In connection  with the Executive's  employment by the
Company,  the  Executive  shall be based at the  Company's  principal  executive
offices located in Las Vegas, Nevada ("Principal  Office").  The Executive shall
not be required, without the Executive's consent, to permanently relocate to any
other location.

5. Compensation.

                  (a) Base Salary.  The Executive shall receive a minimum annual
base  salary  ("Base  Salary")  at the rate of  $300,000  per annum,  subject to
withholding and other  deductions as required by law or otherwise  authorized in
writing by Executive.  During the Term, the Base Salary shall be increased on an
annual basis,  effective as of January 1st of each calendar year,  based upon no
less than the greater of: (i) the proportional  annual increase  provided to any
of the Company's  other salaried  senior  executives  and (ii) the  proportional
increase in the Annual Average All Items Index of the U.S. City Average Consumer
Price Index for All Urban  Consumers ("CPI - U") as published by the U.S. Bureau
of Labor Statistics,  during the most recent published twelve month period prior
to the effective date of any such increase.

                  (b)  Discretional  Increases  in Base  Salary.  No later  than
November 15th of each year during the Term, the Board,  through its Compensation
Committee,  shall conduct a review (each,  a "Salary  Review") to determine,  in
good faith using its reasonable discretion, whether to increase the Base Salary,
such  increase to be effective  retroactively  as of the first day of the fiscal
year of the Company in which the Salary Review is conducted.  In conducting  the
salary  review,  the  Compensation  Committee  shall review (i) the  Executive's
performance during the most recently completed fiscal year of the Company,  (ii)
the general  financial  condition of the Company at the end of the most recently
completed fiscal year of the Company, (iii) any increase in shareholders' equity
of the Company  during the most recently  completed  fiscal year of the Company,
(iv)  compensation  received  by  similarly  situated  executives  in  similarly
situated  companies located in the Las Vegas,  Nevada  metropolitan area and (e)
such other factors as the  Compensation  Committee may, in its sole  discretion,
determine  to  be  applicable.  Any  such  increase  in  Base  Salary  or  other
compensation  granted  pursuant  to this  section  5(b) shall in no way limit or
reduce any other obligation of the Company under this Agreement. Notwithstanding
anything to the contrary  contained in this Agreement,  once increased,  whether
increased pursuant to paragraph 5(a) or this paragraph 5(b), the Base Salary may
not be decreased without the affirmative written consent of Executive.

                  (c)  Incentive  Compensation.  In  addition  to  Base  Salary,
Executive shall be entitled to receive such incentive  compensation  ("Incentive
Award") as the Board may determine  pursuant to the Company's  existing employee
stock option plan(s) or any similar plan adopted or to be adopted by the Company
(the "Plan") during the Term of this Agreement,  and any other Company incentive
or bonus  compensation  programs in accordance with the Company's then practice.
The Board, through its Compensation  Committee,  shall, in good faith, determine
in its  reasonable  discretion any Incentive  Award.  For any period less than a
full calendar year during the Term,  Executive  shall receive an amount equal to
the  prorated  portion of the  incentive  compensation  payable  pursuant to the
Incentive  Award.  In the event


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that an  Incentive  Award shall be based upon the results of the Company for any
fiscal year, the amount of any Incentive Award payable to Executive  pursuant to
this  subsection  5(c) will be determined as promptly as  practicable  after the
determination of the Company's  results for such fiscal year, but not later than
30 days after the Company's receipt of consolidated audited financial statements
for such  fiscal  year.  Simultaneously  with  the  payment  of such  additional
compensation,  the Company will  deliver to Executive a report of its  principal
financial or accounting  officer showing in reasonable detail the computation of
such  Incentive  Award.  If,  within  30 days  of  receipt  of  such  additional
compensation  and report,  Executive  shall  notify the Company  that  Executive
disagrees with the  computation  set forth in such report,  the dispute shall be
submitted for  resolution in  accordance  with Article 21 of this  Agreement and
such resolution shall be binding upon all parties hereto.

                  For the purposes of this Agreement,  "Total  Compensation" for
any given year shall mean the sum of the Base Salary  actually due Executive for
such year plus all Incentive Awards granted Executive during such year.

                  (d) Expenses. During the term of his employment hereunder, the
Executive shall be entitled to receive prompt  reimbursement  for all reasonable
expenses  incurred by him in performing  services  hereunder,  provided that the
Executive properly accounts therefor in accordance with Company policy.

                  Except as set forth in P. 8(d) and P. 21, the Executive  shall
be reimbursed for his personal legal and financial  consulting fees subject to a
maximum of three percent (3%) of the prior calendar year's Base Salary.

                  (e)  Fringe  Benefits.  The  Executive  shall be  entitled  to
continue to participate in or receive benefits under all the Company's  employee
benefits plans and arrangements in effect on the date hereof available to senior
executives of the Company or plans or arrangements  providing the Executive with
at least  equivalent  benefits  thereunder.  The  Company  shall pay all  costs,
expenses and charges for the Executive's  health insurance  (including dental if
it  becomes  available  to the  Company's  senior  executives),  Life  Insurance
policies  (as  hereinafter  defined)  and D & O (as  hereinafter  defined).  The
Executive  shall be entitled to  participate  in or receive  benefits  under any
retirement  plan,  profit-sharing  plan,  savings plan,  stock option plan, life
insurance,  Directors and Officer's Liability  Indemnification  Insurance Policy
covering  liabilities  which may have  accrued or that will be  incurred  by the
performance  of his services on behalf of the Company,  currently with limits of
$3,000,000  per  occurrence,  and  $3,000,000  in  overall  coverage  ("D & O"),
health-and-accident  plan or an arrangement made available by the Company in the
future to its executives and key management employees, subject to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and arrangements. Nothing paid to the Executive under any plan or arrangement in
sections 5(d) - (i)  presently in effect or made  available in the future (other
than under the Incentive Compensation referred in section 5(c) hereof), shall be
deemed to be in lieu of compensation to the Executive hereunder.

                  (f) Vacations.  The Executive  shall be entitled to the number
of paid vacation days in each calendar year  determined by the Company from time
to time for its senior executive  officers,  but not less than four weeks in any
calendar  year  (prorated  in any calendar  year during  which the  Executive is
employed  hereunder  for less than the entire such year in  accordance  with the
number  of days in such  calendar  year  during  which he is so  employed).  The
Executive  shall not take more than three  consecutive  weeks of vacation during
any calendar  year.  The  Executive  shall also be entitled to all paid holidays
given by the Company to its executive officers.

                  (g) Life Insurance. The Company shall maintain, at its expense
and at no cost to the Executive but subject to Executive being insurable, a term
life insurance policy on the life of the Executive providing for a minimum death
benefit of Two Million Dollars  ($2,000,000) ("Life  Insurance").  The Executive
shall have the right to designate the beneficiary of the Life Insurance.

                  (h)  Automobile.  The  Company  shall pay all normal  expenses
relating to the use of the Executive's personal automobile for Company purposes,
including but not limited to, all repairs,


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maintenance,  insurance,  licensing,  gas,  oil and  taxes  associated  with the
operation and ownership of such automobile.

                  (i)  Perquisites.  The Executive shall be entitled to continue
to receive the fringe benefits appertaining to the offices of director, Chairman
of the Board, Chief Executive Officer and President of the Company in accordance
with present practice, except that, so long as Executive remains an executive or
senior  officer of the  Company,  Executive  shall not be entitled to a fee with
respect to the  attendance  at any meeting of the Board or any  committee of the
Board.

6. Termination.

                  (a)  Death.   The  Executive's   employment   hereunder  shall
terminate upon his death.

                  (b)  Cause.   The  Company  may  terminate   the   Executive's
employment hereunder for Cause. For the purposes of this Agreement,  the Company
shall have "Cause" to terminate the  Executive's  employment  hereunder upon (i)
the  willful  failure  by the  Executive  to  substantially  perform  his duties
hereunder, other than any such failure resulting from the Executive's incapacity
due to  physical  or  mental  illness,  or (ii) the  Executive  engaging  in the
commission of fraud, embezzlement or theft. Prior to any termination pursuant to
this section 6(b), the Company must give Executive reasonable written notice and
adequate  opportunity to respond to the reasons for such  termination  for Cause
or, where applicable, cure.

                  (c) Termination by the Executive.  The Executive may terminate
his employment hereunder (i) for Good Reason (as hereinafter defined) or (ii) if
his  health  should  become  impaired  to an extent  that  makes  the  continued
performance of his duties  hereunder  hazardous to his physical or mental health
or his life.  For purposes of this  Agreement,  "Good  Reason"  shall mean (A) a
change in control of the Company (as defined  below),  (B) any assignment to the
Executive of any duties  significantly  different from those contemplated by, or
any  limitation of the powers of the  Executive in any respect not  contemplated
by,  section 3 hereof,  (C) any removal of the Executive  from or any failure to
re-elect the  Executive to any of the  positions  indicated in section 3 hereof,
except in connection with  termination of the Executive's  employment for Cause,
(D) any  material  failure by the Company to comply with  section 5 hereof,  (E)
failure  by the  Company  to comply  with  section  4 hereof in any  significant
respect,  (F) failure of the Company to obtain the  assumption of this Agreement
by any successor as contemplated in Section 13 hereof, (G) the Company's failure
to provide  Executive  with  benefit  increases  as provided  to other  salaried
executives of the Company as specified in section 5 hereof, or (H) the Executive
remains  in  employment  with the  Company  through a change in  control  of the
Company and then  voluntarily  resigns or otherwise  voluntarily  terminates his
employment upon written notice of termination by Executive to the Company at any
time prior to or during the two years  following  a "change in  control"  of the
Company.  For the purposes of this paragraph 6(c), a "change in control shall be
deemed to occur when and only when any of the following events first occurs:

                           (w) any person becomes the beneficial owner, directly
         or indirectly, of securities of the Company representing 25% or more of
         the combined  voting power of the  Company's  then  outstanding  voting
         securities;

                           (x)  two  or  more   directors,   whose  election  or
         nomination for election is not approved by a majority of the "incumbent
         board," are elected within any single  24-month  consecutive  period to
         serve on the Board;

                           (y)   members  of  the   incumbent   board  cease  to
         constitute  a  majority  of  the  Board  without  the  approval  of the
         remaining members of the incumbent board; or

                           (z) any merger (other than a merger where the Company
         is the survivor and there is no  accompanying  change in control  under
         clauses  (i),  (ii) or (iii)  of this  paragraph  6(e),  consolidation,
         liquidation  or  dissolution  of the  Company,  or the  sale  of all or
         substantially all of the assets of the Company.

                  (d) Notice of  Termination.  Any  termination  by the  Company
pursuant to  subsection  6(b) or by the Executive  pursuant to  subsection  6(c)
shall be  communicated  by writing a Notice of  Termination  to the other  party
hereto.  For purposes of this Agreement,  a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set 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.


<PAGE>

                  (e) Termination Date. For purposes of this Agreement, the term
"Termination Date" shall mean (i) if the Executive's employment is terminated by
his  death,  the  date of his  death,  (ii)  if the  Executive's  employment  is
terminated  pursuant to  subsection  6(b),  the date  specified in the Notice of
Termination.

7. Disability.  If as a result of the Executive's  incapacity due to physical or
mental  illness  ("Disability"),  the Executive  shall have been absent from his
duties hereunder on a full time basis for twelve consecutive  months, and within
30 days after the Company  notifies the  Executive in writing that it intends to
replace him, the  Executive  shall not have returned to the  performance  of his
duties  hereunder  on a full time basis,  the Company may replace the  Executive
without breaching this Agreement.  Such disability will not act to terminate the
Executive's employment under this Agreement,  unless the Company provides notice
to replace the Executive as provided herein.

                  If disabled within the meaning of this paragraph,  the Company
shall  maintain  in full  force and  effect,  for the  continued  benefit of the
Executive for the Term,  including any extension  thereof,  all employee benefit
plans  and  programs  in  which  the  Executive  was  entitled  to   participate
immediately  prior  to  the  replacement  date  provided  that  the  Executive's
continued  participation  is possible  under the general terms and provisions of
such plans and programs. In the event that the Executive's  participation in any
such plan or  program  is barred as a result of the  Disability,  the  Executive
shall be  entitled  to  receive  an amount  equal to the  annual  contributions,
payment,  credits or  allocations  which  would have been made by the Company to
him, to his account or on his behalf  under such plans and  programs  from which
his continued participation is barred.

                  If the parties hereto disagree as to the  determination of the
Executive's  Disability,  the  term  Disability  (or  Disabled)  shall  mean the
Executive's inability,  either mentally or physically,  to perform the necessary
functions of the Executive's  position of employment with the Company,  and such
Disability  shall be  deemed  to exist if it  persists  for a period  of  twelve
consecutive  months unless the parties  hereto agree  otherwise.  If the Company
shall find on the basis of medical evidence  reasonably  satisfactory to it that
the Executive is so totally  mentally or physically  disabled as to be unable to
engage  in  further  employment  by the  Company  and that  Disability  shall be
determined to be such that it will cause,  or actually does cause or has caused,
the  Executive  to be  absent  from  work  for a  period  in  excess  of  twelve
consecutive months, the Company shall have a right to terminate Executive.

8. Compensation Upon Termination, Death or During Disability.

                  (a) If the  Executive's  employment  shall  be  terminated  by
reason of his death, the Company shall pay to such person as the Executive shall
designate  in a notice  filed with the  Company,  or, if no such person shall be
designated,  to the  Executive's  estate as a lump sum death benefit,  an amount
equal  to the sum of (i) the  annualized  average  of the  Base  Salary  paid to
Executive for the five calendar years  immediately  preceding  Executive's death
plus (ii) the annualized  average of the Incentive  Awards paid to the Executive
for the five calendar years immediately preceding the Executive's death pursuant
to subsection 5(b) hereof.  Such amount shall be exclusive of and in addition to
any payments the Executive's  widow,  beneficiaries or estate may be entitled to
receive  pursuant to any pension or employee  benefit plan or any Life Insurance
policy.

                  (b) During any period that the Executive  fails to perform his
duties  hereunder as a result of a Disability,  the Executive  shall continue to
receive his Total Compensation  during the initial waiting period as provided by
the Company's existing or thereafter adopted (during the term of this Agreement)
disability  insurance plan. Upon the Executive becoming Disabled,  the Executive
shall be paid 100% of the five calendar  year average of his Total  Compensation
for one year,  less payments  made by Social  Security and less payments made by
the  Company's  insurance  carrier in  accordance  with the  Company's  existing
long-term  disability plan or, if a long-term  disability plan does not exist as
of the execution date hereof,  then in accordance with any long-term  disability
plan hereinafter adopted by the Company during the Term of this Agreement.


<PAGE>

                  (c) If the  Executive's  employment  shall be  terminated  for
Cause,  the Company  shall pay the  Executive  his full Base Salary  through the
Termination  Date at the rate in effect at the time  Notice  of  Termination  is
given and the Company shall have no further  obligations to the Executive  under
this Agreement.

                  (d)  If,  during  the  Term,   the  Company   terminates   the
Executive's  employment  other  than  for  Cause,  death or  Disability,  or the
Executive  terminates  employment for Good Reason:  (i) within 90 days following
the Termination Date, the Company shall pay the Executive an amount equal to (A)
the sum of the annualized  total average of the Base Salary and Incentive Awards
granted  during the five  calendar  year period ended  immediately  prior to the
Termination  Date, (B) multiplied by two and ninety-nine one hundredths  (2.99);
(ii) within 30 days  following the  Termination  Date, the Company shall pay the
Executive his Total Compensation  through the Termination Date to the extent not
yet paid;  (iii) within 30 days  following  the  presentment  of any legal bills
(including retainer fees) relating to the Executive's  enforcement of his rights
under  this  Agreement,  including  bills  relating  to  the  interpretation  of
Executive's rights under this Agreement, the Company shall pay up to $100,000 of
such bills;  and (iv) all outstanding  unexercised  stock options granted to the
Executive under the Company's  stock option plans and/or other Incentive  Awards
held or contingently  payable to the Executive as of the Termination  Date shall
become  fully  vested  and  exercisable  as of the  Termination  Date and  shall
continue to be exercisable  for the life of such option or Incentive  Award,  as
the case may be.

                  (e)  Unless  the  Executive  is  terminated  for  Cause or the
Executive  terminates  his  employment for other than Good Reason or Disability,
the  Company  at its sole  cost  shall  maintain  in force and  effect,  for the
continued benefit of the Executive and his family for the Term of this Agreement
including  any  extension  thereof,  all employee  benefit plans and programs in
which  the  Executive  was  entitled  to  participate  immediately  prior to the
Termination  Date (including  specifically  but without  limitation the benefits
which the  Executive  would  have  been  entitled  to  receive  pursuant  to the
Company's  pension plan had his  employment  continued  for the Term provided in
Section 1 hereof at the rate of compensation  specified  herein),  provided that
the Executive's continued  participation is possible under the general terms and
provisions  of such  plans  and  programs.  In the  event  that the  Executive's
participation  in any  such  plan or  program  is  barred  as a  result  of such
termination,  the Executive  shall be entitled to receive an amount equal to the
annual  contributions,  payments,  credits or allocations  which would have been
made by the Company to him, to his account or an his behalf under such plans and
programs from which his continued participation is barred.

                  (f)  Unless  the  Executive  is  terminated  for  Cause or the
Executive  terminates  his  employment for other than Good Reason or Disability,
the Company agrees that: (i) following the  Termination  Date, the Company shall
pay,  at its sole cost and  expense,  to or on behalf of the  Executive  all the
premiums  toward the  provision of health  insurance  for the  Executive and his
family for a period of twelve months  commencing on the  Termination  Date; (ii)
through the end of the Term,  the Company shall use its best efforts to continue
the  Executive's  same  coverage  under  its  group  health  plan(s)  after  his
Termination  Date as he had prior to his  Termination  Date;  if,  despite those
efforts, the Company is not permitted to continue the Executive's coverage under
such plan(s), the Company shall pay the amounts described in subsection 8(f)(i),
directly to the Executive  annually in advance of the period of coverage;  (iii)
subject to subsection  8(f)(ii),  upon the Executive's death, through the end of
the Term,  his  spouse  and family  (intended  to  include  spouse and any minor
children  living  within the  household)  shall be entitled to health  insurance
coverage and payments as described in subsection 8(f)(i); (iv) payments provided
pursuant  to this  Section  8 shall  not be  construed  to be in lieu of,  or to
interfere  with,  the Executive or his spouse's  right to conversion  privileges
under the Company's  group health plan;  however,  the  Company's  obligation to
provide  continuation  coverage (COBRA) to the Executive or his spouse under its
group  health plan shall be  satisfied  to the extent  payments  are made to the
Executive  and his spouse in  accordance  with this Section 8 for the  otherwise
applicable  continuation coverage period; (v) if the Executive's  termination is
the result of his death or Disability, through the end of the Term, the benefits
provided pursuant to this Section 8 shall be provided to the Executive's  spouse
or to the  Executive,  as  appropriate;  and (vi) the Company shall maintain for
twelve months commencing on the Termination Date, each individual Life Insurance
policy,  by paying  its  share of the  premium  on,  and  preventing  a lapse of
coverage (due to actions solely within the control of the Company)  under,  such
Life Insurance policies.


<PAGE>

                  (g) If the Executive is  terminated  for any reason except for
Cause, on the  Termination  Date the Company shall transfer to the Executive any
and all Life Insurance  policies together with the cash value of the policies on
the Termination Date, plus prepaid premiums accrued thereon.  If the Executive's
Termination  occurs  as a result of the  Executive's  death or  Disability,  the
benefits  provided  pursuant  to this  section  8(g)  shall be  provided  to the
Executive's spouse or to the Executive's estate, as appropriate.

                  (h) The Executive shall not be required to mitigate the amount
of any payment  provided for in this Section 8 by seeking  other  employment  or
otherwise,  nor will the amount of damages or severance  benefits payable to the
Executive  under  this  Section 8 be  reduced  by reason of his  securing  other
employment or for any other reason, unless otherwise provided in this Agreement.

                  (i) Notwithstanding anything to the contrary contained in this
Agreement,  the  maximum  amount  payable to  Executive  under  this  Section 8,
together  with all other  amounts that may be due or payable to Executive  under
this  Agreement as result of the  termination  of employment of Executive by the
Corporation,  shall be equal to the amount  which would  otherwise  result in an
"excess  parachute  payment" under section 280G of the Internal  Revenue Code of
1986, as amended (the "Code"),  or to any successor to said section or the Code,
minus  $1.00,  in each case  giving  effect to the  present  value of any future
payment required under this Section 8 or otherwise in this Agreement.

9.       Restrictive Covenants.

                  (a)   Restrictions.   Executive   covenants  that,  except  in
furtherance of Executive's duties hereunder and as approved by the Board:

                           (i)  Competitive  Activity.   During  the  Restricted
         Period (as  hereinafter  defined),  Executive  shall not,  directly  or
         indirectly,  own any interest  in,  participate  or engage in,  assist,
         render any services (including advisory services) to, become associated
         with, work for, serve (in any capacity whatsoever,  including,  without
         limitation,  as an employee,  consultant,  advisor, agent,  independent
         contractor,  officer or  director)  or  otherwise  become in any way or
         manner connected with the ownership, management,  operation, or control
         of,  any  business,  firm,  corporation,  partnership,  trust  or other
         business  or  governmental  entity  (collectively,  together  with  any
         individual,  a "Person") that engages in, or assists others in engaging
         in or conducting,  any business that deals, directly or indirectly,  in
         products  or  services  similar to or  competitive  with the  Company's
         product  line or services  anywhere in the world that the Company  does
         business through Executive's last day of employment; provided, however,
         that the restrictions set forth in this paragraph  9(a)(i) shall not be
         deemed to exclude  Executive  from acting as director of a  corporation
         for the  benefit of the  Company  with the  consent  of the Board;  and
         provided,  further,  that the  restrictions set forth in this paragraph
         9(a)(i)  shall not be  deemed  to  prohibit  Executive  from  owning or
         acquiring  securities  issued by any corporation  whose  securities are
         listed on a national securities exchange or are quoted on Nasdaq or the
         OTC Bulletin Board,  provided that Executive at no time owns,  directly
         or indirectly,  beneficially or otherwise,  one (1%) percent or more of
         any class of any such corporation's outstanding capital stock.

                           (ii)   Non-Solicitation  of  Customers.   During  the
         Restricted Period,  Executive shall not knowingly provide or solicit to
         provide to any Person any goods or services that are  competitive  with
         those  provided  by the Company or that would be  competitive  with the
         goods or services  that the  Company  has planned to provide.  The term
         "customer" shall mean any Person to whom the Company has provided goods
         and services  during the last five years of  Executive's  employment by
         the Company.


<PAGE>

                           (iii)  Non-Solicitation of Company Personnel.  During
         the Restricted  Period,  Executive will not solicit for employment,  or
         attempt to solicit,  directly or by assisting  others,  any employee of
         the  Company  with  whom  Executive  had  contact  during   Executive's
         employment  with  the  Company.  For the  purposes  of  this  paragraph
         9(a)(iii), "contact" means any interaction whatsoever between Executive
         and the other employee.

                           (iv)  Protected  Information.   Executive  shall  not
         divulge  to  others,  nor shall  Executive  use at any time  during the
         Restricted  Period or  thereafter,  any  confidential  or trade  secret
         information  obtained  by  Executive  during the course of  Executive's
         employment with the Company,  including  information relating to sales,
         salespersons, sales volume or strategy, customers, formulas, processes,
         methods, machines, manufactures,  compositions,  ideas, improvements or
         inventions  belonging to or relating to the business of the Company, or
         its subsidiary or affiliated companies.

                           (v) Non-Disparagement. Executive covenants and agrees
         that during the Restricted Period or at any time thereafter,  Executive
         shall not,  directly or  indirectly,  in public or private,  deprecate,
         impugn,  disparage,  or  make  any  remarks  that  would  tend to or be
         construed  to tend  to  defame  the  Company  or any of its  employees,
         members of its board of directors or agents, nor shall Executive assist
         any other person, firm or company in so doing.

                  (b)  Definition of  "Restricted  Period." For purposes of this
Agreement,  the term  "Restricted  Period" shall mean the Term and the period of
five years commencing immediately upon the termination of Executive's employment
with the Company.

                  (c)  Enforcement  of Covenants.  Executive  acknowledges  that
Executive's breach of any of the restrictive covenants contained in this Section
9 may cause irreparable damage to the Company for which remedies at law would be
inadequate. Accordingly, if Executive breaches or threatens to breach any of the
provisions  of this  Section 9, the Company  shall be  entitled  to  appropriate
injunctive  relief,  including,  without  limitation,  preliminary and permanent
injunctions, in any court of competent jurisdiction,  restraining Executive from
taking  any action  prohibited  under this  Section 9. This  remedy  shall be in
addition to all other remedies  available to the Company at law or in equity. If
any portion of this  Section 9 is  adjudicated  to be invalid or  unenforceable,
this  Section 9 shall be deemed  amended  to delete  therefrom  the  portion  so
adjudicated,  such  deletion to apply only with respect to the operation of this
Section 9 in the jurisdiction in which such adjudication is made.

10.      Proprietary Property.

                  (a) Ownership of Proprietary  Property.  Executive agrees that
any and all inventions, discoveries, investigations, know-how, trade secrets and
developments or improvements in technology  (collectively  "Inventions") as well
as any and all  Proprietary  Information  (as  defined in Section  10(b)  below)
created,  developed,  conceived  of or  discovered  during the Term or any prior
period of Executive's  employment  with the Company (i) by Executive  (solely or
jointly  with  others)  either (A) in the course of  Executive's  employment  or
engagement, on the Company's time or with the Company's materials or facilities,
or (B)  relating  to any  subject  matter  with which  Executive's  work for the
Company is or may be concerned or to any business in which the Company or any of
its subsidiaries or affiliated companies is involved,  regardless of how or when
Executive  shall  have  created,   developed,   conceived,  or  discovered  such
Inventions or Proprietary Information (collectively, "Proprietary Property"), or
(ii) by or for the Company,  or (iii) by any  independent  Person and thereafter
acquired  by  the  Company,  and  which  are  within  Executive's  knowledge  or
possession  in the case of clause  (i) of this  Section  10(a) or that come into
Executive's knowledge or possession during the Term the Term or any prior period
of Executive's  employment with the Company in the case of clauses (ii) or (iii)
of this  Section  10(a),  shall  be,  if  created,  developed,  conceived  of or
discovered  by  Executive,  promptly  disclosed to the Company,  or shall be, if
otherwise  developed  or acquired by the  Company,  received by  Executive as an
employee,  consultant  or  retiree  of  the  Company  and  not in  any  way  for
Executive's  own  benefit.  Executive  shall  neither have nor obtain any right,
title or  interest  in or to such  Proprietary  Property  unless  and  until the
Company shall  expressly and in writing waive the rights that it has therein and
thereto  under the  provisions  of this  Section 10.


<PAGE>

With respect to any and all  Proprietary  Property  that is  invented,  created,
written,  developed,  furnished  or  produced  by  Executive,  or  suggested  by
Executive  to the Company,  during the Term or any prior  period of  Executive's
employment  with  the  Company,  Executive  does  hereby  agree  that  all  such
Proprietary  Property shall be the exclusive  property of the Company,  and that
Executive  shall  neither have nor retain any right,  title or interest,  of any
kind therein and thereto or in and to any results or proceeds therefrom.  At any
time, whether during or after the Term,  Executive will, upon the request and at
the expense of the Company,  (x) obtain  patents or copyrights on, or (y) permit
the Company to patent or copyright, any such Proprietary Property, whichever (x)
or (y) is appropriate,  and/or (z) execute,  acknowledge and deliver any and all
assignments, instruments of transfer, or other documents, that the Company deems
necessary or appropriate to transfer to and vest in the Company all right, title
and interest in and to such  Proprietary  Property and to evidence the Company's
ownership of such Proprietary Property,  including,  without limitation,  taking
all steps necessary to enable the Company to publish or protect said Proprietary
Property by patents or otherwise in any and all countries and to render all such
assistance  as the  Company  may  require in any  patent  office  proceeding  or
litigation  involving said  Proprietary  Property.  Executive shall not, without
limitation as to time or place,  use any Proprietary  Property except on Company
business, during or after the Term, nor disclose the same to any other Person or
individual  except for  disclosure on Company  business or as may be required by
law.

                  (b)  Definition of  Proprietary  Information.  As used in this
Agreement,  "Proprietary Information" means any information about the affairs of
the  Company  or any of  its  subsidiaries  or  affiliates,  including,  without
limitation, trade secrets, trade "know-how," inventions,  customer lists, client
lists, business plans, operational methods,  pricing policies,  marketing plans,
sales plans, identity of suppliers,  trading positions,  sales, profits or other
financial  information,  which  is  confidential  to the  Company  or any of its
subsidiaries  or  affiliates or is not  generally  known in the relevant  trade,
regardless of whether Executive developed such information.

                  (c)  Disclosure of Proprietary  Property.  During the Term and
thereafter,  Executive will not, directly or indirectly,  lecture upon,  publish
articles  concerning,  use,  disseminate,  disclose,  sell or offer for sale any
Proprietary Property without the Company's prior written permission.

11.      Indemnification.

                  (a) (i) Except as otherwise  provided in subsection 11(b), and
to  the  fullest  extent  allowable  by  law  and  the  Company's   Articles  of
Incorporation,  as may be amended from time to time, the Company shall indemnify
the Executive for the Executive's  reasonable  attorneys' fees and disbursements
incurred in any litigation for the purpose of interpreting any provision of this
Agreement.

                           (ii)  Except  as  otherwise  provided  in  subsection
         11(b),  and to the fullest  extent  allowed by law,  the Company  shall
         indemnify and hold  Executive  free and harmless from any liability for
         injury or death to persons or damage or  destruction of property due to
         any cause  whatsoever,  either in or about the Company,  any properties
         managed, owned or operated by the Company or elsewhere,  as a result of
         the  performance  by the  Executive of his duties under this  Agreement
         irrespective of whether alleged to be caused,  wholly or partially,  by
         the Executive;

                           (iii)  Except as  otherwise  provided  in  subsection
         11(b),  the Company shall  reimburse the Executive  upon written demand
         for any money or other  property which the Executive is required to pay
         out for any reason  whatsoever  in  performing  his  duties  hereunder,
         whether the payment is for charges or debts  incurred or assumed by the
         Executive or any other party, or judgments, settlements, or expenses in
         defense  claim,  civil  or  criminal  action,  proceeding,  charge,  or
         prosecution made, instituted or maintained against the Executive or the
         Company,  jointly or severally,  because of the condition or use of any
         properties  managed,  owned or operated,  or acts or failures to act of
         the  Executive,  or arising  out of or based upon any law,  regulation,
         requirement, contract or award; and


<PAGE>

                           (iv)  Except  as  otherwise  provided  in  subsection
         11(b), the Company shall defend any claim,  action,  suit or proceeding
         brought against the Executive,  arising out of or connected with any of
         the foregoing,  and to hold harmless and fully  indemnify the Executive
         from any judgment, loss or settlement on account thereof, regardless of
         the jurisdiction in which any such claim, actions, suits or proceedings
         may be brought.

                  (b) Notwithstanding the foregoing, Company shall not be liable
to indemnify and hold the Executive harmless from any liability  described above
which results from the gross negligence or willful misconduct of the Executive.

                  (c) If (i) the Company  shall be obligated  to  indemnify  the
Executive hereunder, or (ii) a suit, action, investigation,  claim or proceeding
is  begun,  made or  instituted  as a result  of which the  Company  may  become
obligated to the Executive  hereunder,  the Executive  shall give prompt written
notice to the Company of the  occurrence  of such event.  The Company  agrees to
defend,   contest  or   otherwise   protect   against  any  such  suit   action,
investigation,  claim or proceeding  at the Company's own cost and expense.  The
Executive  shall have the right but not the obligation to participate at his own
expense in the defense  thereof by counsel of his own choice.  In the event that
the Company  fails timely to defend,  contest or otherwise  protect  against any
such suit, action, investigation,  claim or proceeding, the Executive shall have
the right to defend,  contest or otherwise protect against the same and may make
any  compromise or  settlement  thereof and recover the entire cost thereof from
the  Company  including,   without  limitations,   reasonable  attorneys'  fees,
disbursements and all amounts paid or payable as a result of such suit,  action,
investigation, claim, or proceeding or compromise or settlement thereof.

12. Definitions. For the purposes of this Agreement,

                  (a) Company shall mean (i) American Vantage  Companies,  Inc.,
if the Executive is employed by the Company on his Termination  Date, and (ii) a
Successor Organization,  if Executive is employed by a Successor Organization on
his Termination Date;

                  (b) Company shall  include all of the Company's  subsidiaries;
and

                  (c)  Successor   Organization  shall  mean  any  one  or  more
individuals, organizations or entities (except, in any event, the Company or any
of its  affiliates)  that,  as a result of a direct or  indirect  sale,  merger,
consolidation of such events,  owns or controls (i) twenty percent (20%) or more
of the combined voting power of the Company of the then outstanding  securities,
or (ii) substantially all of the Company's assets.

13. Successors: Binding Agreement.

                  (a) The Company will require any successor  (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business and/or assets of the Company,  by agreement in
form and substance satisfactory to the Executive,  to expressly assume and agree
to perform  this  Agreement  in the same  manner and to the same extent that the
Company would be required to perform it if no such  succession  had taken place.
Failure of the Company to obtain such agreement  prior to the  effectiveness  of
any such  succession  shall be a breach of this  Agreement and shall entitle the
Executive  to  compensation  from the Company in the same amount and on the same
terms its he would be entitled to hereunder if he terminated  his employment for
Good Reason, except that for purposes of implementing the foregoing, the date on
which any such  succession  becomes  effective  shall be deemed the  Termination
Date.

                  (b) This  Agreement and all rights of the Executive  hereunder
shall inure to the benefit of and be enforceable by the Executive's  personal or
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees,  devisees  and  legatees.  If the  Executive  should die while any
amounts would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the  terms of this  Agreement  to the  Executive's  devisee,  legatee,  or other
designee or, if there be no such designee, to the Executive's estate.


<PAGE>

                  (c) Neither this  Agreement nor any rights  arising  hereunder
may be assigned or pledged by the Executive.

14.  Notice.  For  the  purposes  of  this  Agreement,  notices  and  all  other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
certified  or  registered  mail,  return  receipt  requested,  postage  prepaid,
addressed as follows:

If to the Executive, to:            Ronald J. Tassinari
                                    P.O. Box 81890
                                    Las Vegas, Nevada 89180

If to the Company, to:              American Vantage Companies, Inc.
                                    7674 West Lake Mead Boulevard - Suite 108
                                    P.O. Box 81920
                                    Las Vegas, Nevada 89128
                                    Attention: Chief Accounting Officer

         with a copy to:            Snow Becker Krauss P.C.
                                    605 Third Avenue
                                    New York, New York  10158
                                    Attn.: Jack Becker, Esq.

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

15.  Miscellaneous.  No provisions of this Agreement may be modified,  waived or
discharged  unless such  waiver,  modification  or  discharge is approved by the
Board and agreed to in writing  signed by the  Executive and such officer as may
be specifically authorized by the Board. No waiver by either party hereto at any
time of any  breach by the  other  party  hereto  of, or  compliance  with,  any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been  made by  either  party  which  are not set  forth  expressly  in this
Agreement.  For purposes of this Agreement, it is understood that any references
to duties,  practices,  procedures,  places,  arrangements,  or  policies of the
Company in effect on or prior to the date of this  Agreement  shall be deemed to
be those of American Vantage Companies.

16.  Payment  Obligations   Absolute.   The  Company's  obligation  to  pay  the
Executive's Total Compensation and all other sums due pursuant to this Agreement
and to make  the  appropriate  arrangements  as  provided  for  herein  shall be
absolute  and  unconditional  and shall not be  affected  by any  circumstances,
including without limitation, any set-off,  counterclaim,  recoupment defense or
other right which the Company may have against the Executive or anyone else. All
amounts payable by the Company  hereunder shall be paid without notice or demand
except as provided herein.  Each and every payment made hereunder by the Company
shall be final and the Company  will not seek to recover all or any part of such
payment from the Executive or from  whosoever may be entitled  thereto,  for any
reason whatsoever. The Executive shall not be obligated to seek other employment
in mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such other employment shall in no event
effect any  reduction  of the  Company's  obligation  to make the  payments  and
arrangements required to be made under this Agreement.

17. Governing Law. The validity, interpretation, construction and performance of
this  Agreement  shall be  governed  by the laws of the State of Nevada  without
giving  effect to any conflict of law  provisions,  and the parties  irrevocably
submit to the jurisdiction of any state or federal court of the State of Nevada,
located in the city of Las Vegas,  Clark  County,  for the  purpose of any suit,
action or other proceeding arising out of this Agreement.


<PAGE>

18. Validity.  The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

19.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

20.  Currency.  All sums of money  referred  to herein  shall be payable in U.S.
currency.

21. Arbitration.

                  (a) Any dispute arising between the parties to this Agreement,
including,  but not limited to, those  pertaining  to the  formation,  validity,
interpretation,   effect  or  alleged  breach  of  this  Agreement  ("Arbitrable
Dispute")  will be  submitted to  arbitration  in Las Vegas,  Nevada,  before an
experienced  employment  arbitrator and selected in accordance with the rules of
the American  Arbitration  Association labor tribunal.  Each party shall pay the
fees of their  respective  attorneys,  the expenses of their  witnesses  and any
other  expenses  connected  with  presenting  their  claim.  Other  costs of the
arbitration,  including  the  fees  of the  arbitrator,  cost of any  record  or
transcript of the  arbitration,  administrative  fees,  and other fees and costs
shall be borne equally by the parties to this Agreement.

                  (b) Should any party to this Agreement hereafter institute any
legal action or administrative proceedings against another party with respect to
any claim waived by this Agreement or pursue any other Arbitrable Dispute by any
method other than said  arbitration,  the responding  party shall be entitled to
recover from the initiating  party all damages,  costs,  expenses and attorney's
fees incurred as a result of such action.

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

                                     American Vantage Companies



                                     By: /s/ Steven G. Berringer
                                         ------------------------------------
                                         Steven G. Barringer,
                                         Chairman of the Compensation Committee



                                     /s/ Ronald J. Tassinari
                                     -----------------------------------------
                                     Ronald J. Tassinari