EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT, made and entered into this 22nd day of February 2006 by and between
      SIMCLAR, INC., a Florida corporation with its offices at 2230 West
      77th
      Street,
      Hialeah, Florida 33016 (the “Company”) and BARRY PARDON, residing at 580 N.W.
      66th
      Avenue,
      Plantation, Florida 33317 (the “Executive”).

    


    WITNESSETH:

    


    WHEREAS,
      the Company is engaged in the manufacture and assembly of electro-mechanical
      and
      electronic components; and

    


    WHEREAS,
      the Executive has been and continues to be employed by the Company;
      and

    


    WHEREAS,
      the parties wish to enter into this agreement whereby Company shall continue
      the
      employment of Executive as President under the terms and conditions herein
      contained.

    


    NOW,
      THEREFORE, for good and valuable consideration receipt of which is hereby
      acknowledged and in consideration of the covenants and promises contained
      herein, the parties mutually agree as follows:

    


    
      	 	
              1.
                

            	
              Employment.
                The Company hereby employs the Executive as its President, his duties
                to
                be such as are customarily performed by persons employed in such
                capacity.
                The Executive agrees to perform his duties in a competent and expeditious
                manner and to devote his whole time, attention and best efforts in
                acting
                as President and in promoting the best interests of the company.
                The
                Executive shall not knowingly do and shall exercise his best endeavours
                to
                prevent being done, any act or thing which may in any way be prejudicial
                to the Company. The Executive shall perform his duties under the
                direction
                of the Chairman of the Board and Chief Executive Officer of the company
                and in conformity with all reasonable standards and policies established
                by the Company, and shall not engage in any other business, directly
                or
                indirectly, and shall not sell nor cause to be sold any other products,
                merchandise or services of any other business. The Executive shall
                perform
                such services for the Company and any of its subsidiaries and affiliates
                within such hours of work as may from time to time reasonably be
                required
                of him and the Executive shall accept such offices, positions,
                directorships and /or other responsibilities as the Company may determine,
                all without being entitled to receive any additional remuneration
                for work
                outside his normal hours and for such other
                postions.

            


    

    


    
      	 	
              2.

            	
              Term
                of Employment.
                The term of employment under the provisions of this Agreement shall
                be for
                a period of two (2) years effective January 2, 2006 and ending December
                31, 2007 unless terminated sooner pursuant to the express provisions
                hereof (the “Term”). Within 120 days of the expiration of this Agreement,
                the Company will notify the Executive as to whether it intends to
                negotiate a renewal of his employment and this
                Agreement.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              3.

            	
              Remuneration.
                

            


    

    


    
      	 	
              (a)

            	
              During
                the Term, the Company will compensate the Executive for his services
                with
                a base salary of One Hundred and Thirty Thousand ($130,000) Dollars
                per
                annum, subject to deductions for withholding and Social Security
                and shall
                be paid in accordance with the Company’s normal payroll procedures. The
                compensation shall be deemed to include any fee or remuneration to
                which
                the Executive may otherwise be entitled in respect of his holding
                any
                office, directorship or other position with the Company, or any of
                its
                subsidiaries or affiliates. The Executive shall be entitled to life
                and
                health coverage and pension benefits available and in effect for
                other
                executive employees of the Company.

            


    

    


    
      	 	
              (b)

            	
              In
                addition to the base salary as provided in paragraph 3(a), the Company
                shall pay the Executive an annual bonus. The amount of such annual
                bonus
                will be determined entirely at the discretion of the Chairman and
                Chief
                Executive Officer of the Company and will take account of the financial
                performance of the Company in its most recent financial year and
                the
                performance of the Executive in his role as President of the Company
                in
                the same period. Such bonus, if any, shall be paid in cash no later
                than
                March 31st
                of
                each year.

            


    

    


    
      	 	
              4.

            	
              Expenses.

            


    

    


    
      	 	
              (a)

            	
              The
                Company shall furnish to the Executive a company automobile and the
                Company shall pay all automobile and travel expense incurred by the
                Executive relating to the Company’s
                business.

            


    

    


    
      	 	
              (b)

            	
              The
                Company shall reimburse the Executive for reasonable expenses incurred
                by
                him in or about the performance of his duties in furtherance of the
                Company’s business, provided the Executive shall submit to the Company an
                expense report including vouchers for the same in accordance with
                the
                Company’s expense reimbursement
                policy.

            


    

    


    
      	 	
              5.

            	
              Termination.
                The Term shall terminate prior to December 31, 2007 upon the happening
                of
                any of the following events:

            


    

    


    
      	 	
              (a)

            	
              Automatically
                and without notice from the Company upon the death of the
                Executive.

            


    

    


    
      	 	
              (b)

            	
              Upon
                written notice from the Company to the Executive in the event that
                the
                Executive becomes physically or mentally disabled, either totally
                or
                partially.

            


    

    


    
      	 	
              (c)

            	
              Upon
                written notice by the Company on grounds of conviction of a crime,
                failure
                to carry out the policies of the Company, persistent absenteeism,
                felonious act or other dishonest practice, non-performance of his
                responsibilities and obligations to the Company, breach of the provisions
                of this Agreement, gross misconduct or neglect whether by commission
                or
                omission, conduct prejudicing or tending to bring himself or the
                Company
                or its subsidiaries or affiliates into contempt or disrepute, or
                any
                similar cause.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	 	
              Upon
                termination of employment hereunder, the Company shall not be required
                to
                pay the Executive any severance pay, or any other sum except his
                salary,
                to the date of such termination; provided, however, that upon termination
                of the Executive only (i) through death of the Executive during the
                Term,
                or (ii) by the Company without cause which shall be deemed a reason
                other
                than by termination as per subparagraphs (b) and (c) of this section
                5,
                then the Company shall pay the Executive one year salary, as his
                salary is
                at such date of termination, as severance
                pay.

            


    

    


    
      	 	
              6.

            	
              Non-Competition.

            


    

    


    
      	 	
              (a)

            	
              The
                Executive shall not at any time within a period of one year from
                the date
                of termination of his employment hereunder for any reason whatsoever
                unless with the prior written consent of the
                Company.

            


    

    


    
      	 	 	
              (i)
                directly or indirectly, whether as principal, servant, agent or
                consultant, canvass, solicit or entice or endeavour to entice away
                from
                the Company (which term for purposes of this Section 6 means and
                includes
                any and all employee of the Company,
                or

            


    

    


    
      	 	 	
              (ii)
                directly or indirectly, whether as principal, servant or agent or
                in any
                other capacity whatsoever carry on or be engaged or interested in
                any
                business within the United States and Mexico carrying on trade (“the
                trade”) as manufacturer, assembler, designer, installer, developer,
                producer, dealer in , agent for or distributor of electronic products
                and
                assembles, such as but not limited to conventional and moulded cables
                and
                wire harnesses and printed circuit-boards, electro-mechanical assembles
                and products, plastic insert and injection moulded products, and
                other
                related services or products (collectively “Products”) of the Company in
                competition with the customer as that term is used and defined herein,
                provided, the Executive shall be entitled to invest and/or own up
                to 5% of
                the equity of any such business; or

            


    

    


    
      	 	 	
              (iii)
                directly or indirectly, whether as principal, servant or agent, solicit
                or
                seek to obtain for himself or for any person, firm or corporation
                by whom
                he is employed or with whom he is associated, the business of or
                act as a
                principal, servant or agent for, or directly or indirectly accept
                any
                benefit, whether in money or otherwise from any business in connection
                with the trade conducted for any person, firm or corporation, which
                either
                at the date of termination of his employment or at any time during
                the 36
                months immediately preceding such termination, is or was a customer
                of the
                Company, provided that such restriction applies only with respect
                to
                Products produced and marketed within such 36 month period by the
                Company
                for that customer, and provided
                further:

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              
                (A)

              

            	
              for
                the purpose of this clause the expression “customer” shall be deemed to
                include a prospective customer whose business was the subject of
                negotiation with the Company or any of its subsidiaries or affiliates
                at
                any time within a period of 12 months prior to the termination of
                the
                Executive, and

            


    

    


    
      	 	
              (B)

            	
              in
                the event the Executive, directly or indirectly, receives any benefit,
                whether in money or otherwise as aforesaid, at or in respect of any
                time
                during such non-compete period of one year he shall, without prejudice
                to
                any other rights or remedies available to the Company, be bound forthwith
                to account for and make payment to the Company in respect of such
                benefit,
                and

            


    

    


    
      	 	
              (C)

            	
              for
                the purposes of this clause the Executive acknowledges and agrees
                that
                where multinational companies are customers of the Company the
                restrictions herein contained shall have effect in relation to such
                multinational companies in whatever country they are
                located.

            


    

    


    
      	
              (b)

            	
              Each
                of the foregoing obligations shall be deemed to be separate and severable
                obligations and each said obligations shall be construed
                accordingly.

            


    

    


    
      	
              (c)

            	
              While
                the foregoing restrictions are considered by the parties to be reasonable
                in all the circumstances it is agreed that if any of such restrictions
                shall be held to be void or ineffective for whatever reason but would
                be
                held to be valid and effective if part of the wording thereof were
                deleted
                or the periods thereof reduced or the area thereof reduced in scope,
                the
                said restrictions shall apply with such modifications as may be necessary
                to make them valid and effective.

            


    

    


    
      	 	
              7.

            	
              Restriction
                of Effect of Termination.
                The termination of this Agreement howsoever arising shall not operate
                to
                affect such of the provisions hereof as in accordance with their
                terms are
                expressed to operate or have effect
                thereafter.

            


    

    


    
      	 	
              8.

            	
              Confidentiality.

            


    

    


    
      	 	
              (a)

            	
              The
                Executive shall not during the period of his employment hereunder,
                except
                in the proper course of his duties, and shall not at any time and
                in any
                circumstances after the termination thereof, divulge to any person
                whomsoever and shall use his best efforts to prevent the publication
                or
                disclosure of any secrets, trade secrets, confidential knowledge
                or
                information or any information concerning the business finances or
                affairs
                of the Company or of any of its subsidiaries and affiliates or of
                any of
                their respective customers or clients (including without prejudice
                to the
                foregoing generality the names and location of customers, names or
                persons
                to contact within customer organization, specifications of customer
                needs,
                specifications of products meeting customer needs, cost and pricing
                policies, sources of supply of stocks and products and other proprietary
                information) or any of their dealings or transactions which may come
                or
                may come to his knowledge during or in the course of his employment,
                except what is already in the public
                domain.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (b)

            	
              The
                Executive shall immediately upon termination of his employment hereunder
                for whatsoever reason deliver up to the company all price lists,
                lists of
                customers, correspondence and other documents, papers and property
                belonging to the Company or any of its subsidiaries or affiliates
                which
                may be have prepared by him or may have come into this possession
                in the
                course of his employment hereunder and shall not retain any copes
                thereof.

            


    

    


    
      	 	
              9.

            	
              Indemnity.
                The Company shall indemnify and hold harmless the Executive from
                and
                against any and all claims, judgments, fines, penalties, liabilities,
                losses, costs and expenses (including reasonable attorneys’ fees and
                costs) asserted against or incurred by the Executive as a result
                of acts
                for omissions of the Executive taken or made in the course of performing
                his duties for the Company or by reason of the Executive acting or
                having
                acted as an officer for the Company or by reason of the Executive
                acting
                or having acted as an officer of the Company, to the maximum extent
                permitted by law, including Section 607.0850 of the Florida Business
                Corporation Act (including the advancement of expense provisions
                thereof);
                provided, however that such indemnity shall not apply to acts or
                omissions
                of the Executive which constitute willful misconduct, gross negligence
                or
                which were intended by the Executive to personally benefit the Executive,
                directly or indirectly, at the expense of the Company, unless the
                matter
                which benefits the Executive was first fully disclosed to the Board
                of
                Directors of the Company and approved by said
                board.

            


    

    


    
      	 	
              10.

            	
              Binding
                on Successors.
                The rights and obligations of the parties shall inure to the benefit
                and
                shall be binding upon their successors and
                assigns.

            


    

    


    
      	 	
              11.

            	
              Waiver
                of Breach.
                The waiver by the Company or the Executive of a breach by either
                party of
                any provision hereof shall not operate or be construed to operate
                as a
                waiver by either party of any subsequent breach of any other provision
                hereof.

            


    

    


    
      	 	
              12.

            	
              Survival
                of Provisions.
                The provisions of Section 6 and 8 shall survive termination of employment
                of this Agreement. If any provision of this Agreement is declared
                invalid
                by any court of other competent authority the remaining provision
                of this
                Agreement shall not be affected
                thereby.

            


    

    


    
      	 	
              13.

            	
              Entire
                Agreement.
                This instrument contains the entire agreement of the parties and
                may not
                be changed orally, but only by an agreement in writing signed by
                the party
                against whom enforcement of any waiver, change, modification, extension
                or
                discharge is sought.

            


    

    


    
      	 	
              14.

            	
              Governing
                Law.
                This Agreement shall be governed by the Laws of the State of
                Florida.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              15.

            	
              Assignability.
                This Agreement and its rights and obligations may not be assigned
                by the
                Executive. The Company may assign any of its rights and obligations
                hereunder to a successor or surviving corporation resulting from
                a merger,
                consolidation, sale of assets or stock, or other corporate
                reorganization.

            


    

    


    


    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed in its
      corporate name by an appropriate officer and its corporate seal to be hereto
      affixed, and the Executive has affixed his signature, all on the date and year
      first above written. 

     

    ATTEST:           SIMCLAR,
      INC.

    
      
        	 	 
	
                /s/
                  Marshall Griffin        

              	
                /s/
                  Samuel J. Russell        

              
	
                Marshall
                  Griffin, Secretary

              	
                Samuel
                  J. Russell

              
	 	
                Chairman
                  of the Board and Chief

              
	 	
                Executive
                  Officer

              


      

    

    


    
      
        	
                WITNESS:

              	 
	 	 
	 	 
	
                /s/
                  Roxana L. Alvarez

              	
                /s/
                  Barry J. Pardon        

              
	 	
                Barry
                  J.
                  Pardon