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                                                                   EXHIBIT 10.13

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is made and entered into as of the ______ day
of October, 2003, to be effective as of the 6th day of October, 2003 (the
"Effective Date"), by and between ROBERT CHAMBERS ("Employee") and AXIS GROUP,
INC., a Georgia corporation ("Employer").

                                   WITNESSETH:

         WHEREAS, Employer, through the Affiliates (as hereinafter defined), is
engaged in the transportation of automobiles and light trucks from the
manufacturer to retailers and others, including nontraditional car haulers
involved in the vehicle distribution process and providing logistics and
distribution services to the new and used vehicle distribution market and other
segments of the automotive industry (the "Business");

         WHEREAS, Employee has management skills of which Employer desires to
avail itself; and

         WHEREAS, Employer and Employee deem it to their respective best
interest to outline the duties and obligations, each to the other, by executing
this Employment Agreement,

         NOW, THEREFORE, for and in consideration of the covenants and
conditions hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Employer and Employee
hereby mutually agree as follows:

         1.       DEFINITIONS.

                  (a)      "Affiliate" means Allied Holdings, Inc., CT Group,
                           Inc., CT Services, Inc., Cordin Transport, Inc., Axis
                           North America, Inc., Axis (Canada) Company, and the
                           other subsidiaries of Axis Group, Inc.

                  (b)      "Base Salary" means the annual salary payable, and as
                           adjusted, pursuant to paragraph 4.

                  (c)      "Cause" means (i) the commission by Employee of an
                           act of fraud, misappropriation, dishonesty,
                           embezzlement gross negligence, or willful misconduct
                           in connection with Employee's employment hereunder;
                           (ii) criminal conduct of Employee which results in a
                           felony conviction of such Employee, or the Employee's
                           offering a plea of nolo contendre to a felony; (iii)
                           Employee's continuing and/or willful failure to
                           perform Employee's duties or obligations for Employer
                           as outlined in this Agreement, or Employee's breach
                           of this Agreement; (iv) Employees prolonged absence,
                           without the consent of Employer, other than as a
                           result of Employee's Disability or permitted absence
                           or vacation, which is not cured within ten (10) days
                           after written notice from Employer's Board of
                           Directors thereof; (v) engaging in activities
                           prohibited by Paragraphs

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                           11,12,13, or 14 hereof; (vi) engaging in any activity
                           which could constitute grounds for termination for
                           cause by Employer or any of its subsidiaries or
                           affiliates.

                  (d)      "Disability," with respect to Employee, shall
                           conclusively be deemed to have occurred (i) if
                           Employee shall be receiving payments pursuant to a
                           policy of long-term disability income insurance; or
                           (ii) if Employee shall have no disability income
                           coverage then in force, then if any insurance company
                           insuring Employee's life shall agree to waive the
                           premiums due on such policy pursuant to a disability
                           waiver of premium provision in the contract of life
                           insurance; or (iii) if Employee shall have no
                           disability waiver of premium provision in any
                           contract of life insurance, then if Employee shall be
                           receiving disability benefits from or through the
                           Social Security Administration; provided, however,
                           that in the event Employee's disability shall,
                           otherwise and in good faith, come into question (and,
                           for purposes of this provision, "disability" shall
                           mean the permanent and continuous inability of
                           Employee to perform substantially all of the duties
                           being performed immediately prior to Employee's
                           disability coming into question) for a period of not
                           less than one hundred twenty (120) consecutive days,
                           and a dispute shall arise with respect thereto, then
                           Employee (or Employee's personal representatives)
                           shall appoint a medical doctor, Employer shall
                           appoint a medical doctor, and said two (2) doctors
                           shall, in turn, appoint a third party medical doctor
                           who shall examine Employee to determine the question
                           of disability and whose determination shall be
                           binding upon all parties to this Agreement.

                  (e)      "Restricted Period" means the period commencing as of
                           the date hereof and ending on that date twelve (12)
                           months after the termination of Employee's employment
                           with Employer for any reason, whether voluntary or
                           involuntary.

         2.       TERM. Subject to the provisions hereinafter set forth, the
term of this Agreement shall commence as of the Effective Date and shall expire
two years after the Effective Date (the "Initial Term") and shall extend for
additional terms of one (1) year (the "Renewal Term") provided either party may
give written notice of termination not less than (90) days prior to the end of a
Term unless the Agreement is terminated pursuant to paragraph 8 of this
Agreement. As used herein, "Term" shall mean the then current Initial Term or
Renewal Term, as the case may be.

         3.       DUTIES.

                  (a)      Employee shall, during the Term, serve as and be
                           designated President of Employer having duties,
                           responsibilities, powers and authority which shall
                           include operating control and profit and loss
                           statement responsibility for Employer, including its
                           operating subsidiaries, preparing budgets,
                           responsibility for organic sales growth,
                           recommendations related to capital

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                           expenditures and new business opportunities, employee
                           selection, retention, dismissal and promotion and
                           customer relationship management, and related matters
                           which are consistent with a position of like
                           designation, but subject to the direction of the
                           President and Chief Executive Officer of Allied
                           Holdings, Inc. The Employee shall perform such
                           executive, managerial and administrative duties as
                           the President and Chief Executive Officer of Allied
                           Holdings, Inc. may, from time to time, reasonably
                           request. Employee shall not be required to
                           permanently relocate outside the Detroit, MI area.

                  (b)      During the Term, Employee shall devote substantially
                           all of Employee's business time, energy and skill to
                           performing the duties of Employee's employment
                           (vacations as provided hereunder and reasonable
                           absences because of illness excepted), shall
                           faithfully and industriously perform such duties, and
                           shall use Employee's best efforts to follow and
                           implement all management policies and decisions of
                           Employer. Employee shall not become personally
                           involved in the management or operations of any other
                           company, partnership, proprietorship or other entity,
                           other than any Affiliate, without the prior written
                           consent of Employer; provided, however, that so long
                           as it does not interfere with Employee's employment
                           hereunder, Employee may (i) serve as a director,
                           officer or partner in a company that does not compete
                           with the Business of Employer and the Affiliates so
                           long as the aggregate amount of time spent by
                           Employee in all such capacities shall not exceed
                           twenty (20) hours per month, and (ii) serve as an
                           officer or director of, or otherwise participate in,
                           educational, welfare, social, religious, civic, trade
                           and industry-related organizations.

         4.       BASE SALARY. For and in consideration of the services to be
rendered by Employee pursuant to this Agreement, Employer shall pay to Employee,
for each year during the Term, an annual salary of Three Hundred Forty Thousand
Dollars ($340,000) (the "Base Salary"), in installments in accordance with
Employer's payroll practices. Employee's salary shall be reviewed by the Board
of Directors of Employer annually and may be increased, but not decreased, at
the sole discretion of the Board.

         5.       BONUS COMPENSATION.

                  (a)      Employee shall be eligible to participate in
                           Employer's bonus plan. The target bonus of Employee
                           for 2003 shall be 75% of Employee's base salary which
                           will be based on 15% of the financial results of
                           Allied Holdings and 85% or the financial results of
                           Axis and any other joint venture or other arrangement
                           entered into by Axis. Notwithstanding the foregoing,
                           Employer shall pay to Employee a guaranteed bonus
                           payout for the calendar year ending December 31, 2004
                           in the amount of Fifty Thousand Dollars ($50,000), to
                           be paid no earlier than January 1, 2005 and no later
                           than January 15, 2005, with such amount to be
                           credited

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                           against any bonus which may be due Employee for the
                           year ending December 31, 2004 under the Employer's
                           bonus plan. The target bonus for year 2004 and 2005
                           shall be 100% of Employee's base salary which will be
                           based on 15% of the financial results of Allied
                           Holdings and 85% or the financial results of Axis and
                           any other joint venture or other arrangement entered
                           into by Axis. Such bonuses shall be paid no later
                           than March 31, 2005 and March 31, 2006.

                  (b)      Employee shall be entitled to participate in all long
                           term incentive plans, including the amended and
                           restated long term incentive plan and similar plans
                           as are now or hereafter provided by Employer or its
                           Affiliates in accordance with the terms of such plans
                           and consistent with persons serving in a senior
                           management capacity.

         6.       OTHER BENEFITS. During the Term, Employer shall provide the
following benefits to Employee:

                  (a)      Employee and Employee's immediate family shall be
                           entitled to participate in all group benefit
                           programs, including, without limitation, medical and
                           hospitalization benefit programs, dental care, life
                           insurance or other group benefit plans of Employer as
                           are now or hereafter provided by Employer or any
                           Affiliate, in each case in accordance with the terms
                           and conditions of each such plan;

                  (b)      Employee shall be supplied with a Company vehicle or
                           in the alternative be provided with a monthly car
                           allowance in the amount of $700.00 per month; and

                  (c)      Employee shall be reimbursed for actual, reasonable,
                           ordinary and necessary business expenses incurred in
                           the performance of Employee's duties hereunder
                           including country club expenses expended in
                           connection with the entertaining of clients. Employee
                           shall be reimbursed for such expenses upon
                           presentation and approval of expense statements or
                           written vouchers or other supporting documents as may
                           be reasonably requested in advance by Employer and in
                           accordance with Employer's practices in effect from
                           time to time.

                  (d)      Employer shall reimburse Employee for actual and
                           reasonable expenses incurred by Employee in the event
                           Employee voluntarily relocates to metropolitan
                           Atlanta, GA during the term of this Agreement in
                           accordance with the Company's moving and relocation
                           policies as provided to Employee. Employee shall be
                           reimbursed for such expenses upon presentation and
                           approval of expense statements or written vouchers or
                           other supporting documents as may be reasonably
                           requested in advance by Employer which approval shall
                           not be unreasonably withheld or delayed; and

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                  (e)      Employer shall pay to Employee an additional payment
                           (the "Gross-Up Payment") in an amount sufficient to
                           fully reimburse Employee with respect to all federal,
                           state and local taxes actually paid by Employee with
                           respect to the payment set forth in clause (d) hereof
                           to the extent the payment represents reimbursement
                           for actual and reasonable relocation expenses. The
                           Gross-Up Payment shall not be unreasonably withheld
                           or delayed by Employer.

         7.       VACATION. Employee shall receive no fewer than five (5) weeks
paid vacation for each year during the Term. Scheduling of vacation shall be
subject to the prior approval of Employer's President (which approval shall not
be unreasonably withheld). Vacation time shall not accrue, and in the event any
vacation time for any year shall not be used by Employee prior to the end of
such year or prior to termination of employment, it shall be forfeited, unless
vacation time not taken is directed by the President.

         8.       TERMINATION. Anything herein to the contrary notwithstanding
in Section 2 or any other Section of this Agreement, Employee's employment
hereunder shall terminate upon the first to occur of any of the following
events:

                  (a)      Employee's Disability; or (b) Employee's death; or

                  (c)      Employer terminating Employee's employment without
                           Cause hereunder prior to expiration of the Term or
                           ten (10) days prior written notice; or

                  (d)      Employee voluntarily terminating his employment for
                           any reason or no reason upon thirty (30) days prior
                           written notice to Employer.

                  (e)      Employee being terminated for Cause; or

                  (f)      Employer filing a petition for protection or relief
                           from creditors under the Federal Bankruptcy Law, or
                           any petition shall be filed against Employer under
                           the Federal Bankruptcy Law, or Employer shall admit
                           in writing its inability to pay its debts or shall
                           make an assignment for the benefit of creditors, or a
                           petition or application for the appointment of a
                           receiver or liquidator or custodian of Employer is
                           filed, or Employer shall seek a composition with
                           creditors.

                  (g)      Any material change by Employer in Employee's
                           function, duties, and responsibility, from the
                           position and attributes described in Paragraph 3
                           hereof, unless agreed to by Employee, or any
                           requirement that Employee perform substantially all
                           of his duties outside the metropolitan Detroit,
                           Michigan area, unless Employee voluntarily elects to
                           relocate to the Metropolitan Atlanta, Georgia area,
                           provided however that Employee's office shall
                           continue to be located in the metropolitan Detroit,
                           Michigan area until such time as he has voluntarily
                           elected to relocate his residence to the Metropolitan
                           Atlanta, Georgia area.

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         9.       SEVERANCE BENEFITS.

                  (a)      In the event Employee's employment is terminated (1)
                           by Employer without Cause pursuant to Paragraph 8(c)
                           hereunder, (2) pursuant to Section 8(e), (3) pursuant
                           to Section 8(f) (4) because Employer elects not to
                           renew this Agreement beyond the Initial Term or any
                           Renewal Term, or (5) by Employer within one (1) year
                           following any "change of control" of Employer for any
                           reason other than a conviction involving a felony,
                           Employee shall be entitled to severance benefits in
                           an amount equal to the greater of i) fifty-two (52)
                           weeks of Base Salary, or(ii) the severance amount due
                           to Employee in accordance with the severance plan or
                           guidelines of Employer in effect on the date of
                           termination. For purposes of this Agreement, change
                           of control shall mean any change in control or
                           ownership whereby Employer is reorganized, merged, or
                           consolidated with one or more corporations as a
                           result of which the owners of all of the outstanding
                           shares of common stock immediately prior to such
                           reorganization, merger or consolidation own in the
                           aggregate less than seventy percent (70%) of the
                           outstanding shares of common stock of the Employer or
                           any other entity into which Employer shall be merged
                           or consolidated immediately following the
                           consummation thereof (hereinafter, "Employer's
                           successor-in-interest"), or (ii) the sale, transfer
                           or other disposition of all or substantially all of
                           the assets or more than thirty percent (30%) of the
                           then outstanding shares of common stock of Employer
                           is effectuated, other than as a result of a merger or
                           other combination of Employer and an Affiliate, or
                           (iii) the acquisition by any "person" as used for
                           purposes of Section 13(d) or 14(d) of the Securities
                           Exchange Act of 1934 of beneficial ownership (within
                           the meaning of Rule 13d_3 promulgated under the
                           Exchange Act) of twenty percent (20%) or more of the
                           combined voting power of Employer's then outstanding
                           voting securities is effectuated; or (iv) the
                           individuals who, as of the date of execution of this
                           Agreement, are members of the Board of Directors (the
                           "Incumbent Board") cease for any reason to constitute
                           at least two-thirds (2/3) of the Board; provided,
                           however, that if the election, or nomination for
                           election by the shareholders of any new director was
                           approved by a vote of at least two-thirds (2/3) of
                           the Incumbent Board, such new director shall, for
                           purposes of this Agreement, be considered as a member
                           of the Incumbent Board.

                  (b)      In the event Employee's employment is terminated (1)
                           by Employer without Cause pursuant to 8(c), (2)
                           pursuant to Section 8(e), (3) pursuant to Section
                           8(f), (4) because Employer elects not to renew this
                           Agreement upon the expiration of the Initial Term or
                           any Renewal Term, or (5) by Employer within one (1)
                           year following any "change of control" of Employer
                           for any reason other than a conviction involving a
                           felony, Employee shall be entitled to continue
                           medical and dental coverage as in effect on the last
                           day of employment. Employer shall provide coverage by

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                           paying Employee's COBRA premiums for Employee and
                           covered dependents (if any) for eighteen (18) months.
                           Continuation coverage will terminate in the event
                           Employee becomes covered under any other comparable
                           group health plan (as an employee or otherwise),
                           unless the new group health plan contains any
                           exclusions or limitations with respect to any
                           pre-existing condition Employee or covered
                           dependent(s) may have. Employee must notify the
                           Employer promptly should Employee become covered
                           under any other plan.

                  (c)      If employment is terminated for any reason other than
                           (1) by Employer without Cause, (2) pursuant to
                           Section 8(e), (3) pursuant to Section 8(f), (4)
                           pursuant to Section 8(d) or (5) by Employer within
                           one (1) year following any "change of control" of
                           Employer for any reason other than a conviction
                           involving a felony, no severance benefits shall be
                           due to Employee;

                  (d)      Severance payments shall include the car allowance
                           provided for under this Agreement in addition to the
                           benefits listed above.

                  (e)      Employer will provide Employee with a six-month
                           individual program of professional outplacement
                           services.

                  (f)      Notwithstanding the foregoing, the severance payments
                           due from the Employer to the Employee pursuant to
                           this Agreement including the benefits under section
                           9(a) and section 9(b) shall be mitigated and reduced
                           by the amount of any consideration paid to Employee
                           by any other person or entity for services rendered
                           following the date of termination of employment and
                           the following fifty-two (52) weeks thereafter,
                           regardless of how such compensation is characterized,
                           including, but not limited to, consulting fees or
                           other fees for any services rendered by Employee. The
                           Employee must provide the Employer a copy of any
                           employment agreement, offer letter, or consulting
                           agreement disclosing total compensation to be paid to
                           the Employee for services rendered following the
                           termination date through fifty-two (52) weeks
                           following the termination date. Subject to the
                           remaining terms of this Agreement, Employer will pay
                           Employee at least 33% of the amount to be paid under
                           this Paragraph 9 notwithstanding any such mitigation.
                           In the event Employee fails to notify Employer that
                           he has accepted employment or is otherwise performing
                           services after the date of termination of employment
                           and the following fifty-two (52) weeks thereafter
                           with any person or entity, or that he has entered
                           into any form of agreement or arrangement, including,
                           but not limited to, a consulting arrangement whereby
                           Employee is paid for Employee's services, then all
                           severance benefits provided under this Agreement will
                           cease immediately and all liabilities and obligations
                           of Employer hereunder shall terminate.

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                           Notwithstanding anything in the Agreement to the
                           contrary, in the event Employee obtains a full_time
                           position with the Employer or any of its subsidiaries
                           or affiliates after the execution of this Agreement
                           but prior to the last day on which severance payments
                           are due under this Agreement, Employee understands
                           and agrees that all severance payments will cease
                           immediately and that all liabilities and obligations
                           of the Employer hereunder shall terminate.

         10.      CONDITIONS TO BENEFITS. Anything in this Agreement to the
contrary notwithstanding:

                  (a)      To receive the benefits enumerated in Paragraph 9,
                           Employee shall execute and agree to be bound by a
                           release agreement substantially in the form attached
                           to this Agreement as Exhibit A: and

                  (b)      Employee's right to receive any of the benefits
                           provided for in Paragraph 9 or otherwise in this
                           Agreement following termination of employment shall
                           immediately cease and be of no further force or
                           effect if Employee violates any of the covenants
                           contained in Paragraphs 11, 12,13, or 14.

         11.      COVENANT NOT TO SOLICIT. Employer and Employee acknowledge
that, during Employee's employment, Employer will spend considerable amounts of
time, effort and resources in providing Employee with knowledge relating to the
business affairs of Employer and the Affiliates, including Employer's and the
Affiliates' trade secrets, proprietary information and other information
concerning Employer's and the Affiliates' financing sources, finances, customer
lists, customer records, prospective customers, staff, contemplated acquisitions
(whether of business or assets), ideas, methods, marketing investigations,
surveys, research, customers' records and any other information relating to
Employer's and the Affiliates' Business.

                  To protect Employer from Employee's solicitation of business
from customers during the Restricted Period, Employee agrees that he shall not,
directly or indirectly, for any person (including Employee himself),
corporation, firm, partnership, proprietorship or other entity, other than
Employer or an Affiliate, engaged in the Business, solicit transportation,
logistics or other business of the type provided by Employer for any customer
with whom the Employee had material contact during the twelve (12) month period
immediately preceding the termination of Employee's employment. Material contact
includes personal contact with customers, the supervision of the efforts of
others who have personal contact with the customers, and the receipt of
confidential information of customers of Employer. This Paragraph 11 shall,
except as otherwise provided in this Agreement, survive the termination of this
Agreement.

         12.      COVENANT NOT TO DISCLOSE. Employee agrees that during
employment with Employer and for a period of three (3) years following the
cessation of that employment for any reason, Employee shall not directly or
indirectly divulge or make use of any Confidential Information or Trade Secrets
(so long as the information remains a Trade Secret or remains confidential)
without prior written consent of Employer. Employee further agrees that if

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Employee is questioned about information subject to this agreement by anyone not
authorized to receive such information, Employee will promptly notify Employee's
supervisor(s) or an officer of Employer. This Agreement does not limit the
remedies available under common or statutory law, which may impose longer duties
of non-disclosure. For purposes of this Agreement, the following definition
shall apply:

                  "Confidential Information" means information about Employer
                  and its Employees, Customers and/or Suppliers which is not
                  generally known outside of Employer, which employee learns of
                  in connection with employee's employment with Employer, and
                  which would be useful to competitors of Employer. Confidential
                  Information includes, but is not limited to: (1) business and
                  employment policies, marketing methods and the targets of
                  those methods, finances, business plans, promotional materials
                  and price lists; (2) the terms upon which Employer obtains
                  products or services from its vendors and sells them to
                  customers; (3) the nature, origin, composition and development
                  of Employer's products; (4) the manner in which Employer
                  provides products and services to its customers.

         13.      COVENANT NOT TO INDUCE. Employee covenants and agrees that
during the Restricted Period, he will not, directly or indirectly, on Employee's
own behalf or in the service or on behalf of others, solicit, induce or attempt
to solicit or induce an employee or other personnel of Employer and the
Affiliates to terminate employment with such party. This Paragraph 13 shall,
except as otherwise provided in this Agreement, survive the termination of this
Agreement.

         14.      COVENANT OF NON-DISPARAGEMENT AND COOPERATION. Employee agrees
that he shall not, at any time during or following the Term, make any remarks
disparaging the conduct or character of Employer or any of its current or former
Affiliates, agents, employees, officers, directors, shareholders, successors or
assigns (in the aggregate, such persons and entities are referred to herein as
the "Protected Persons"); provided, however, that during the Term, Employer
acknowledges and agrees that Employee may be required from time to time to make
such remarks about Protected Persons for legitimate business purposes and if
consistent with the discharge of Employees duties hereunder. In addition,
following termination of Employee's employment hereunder, Employee agrees to
reasonably cooperate with Employer, at no extra cost, in any litigation or
administrative proceedings (e.g., EEOC charges) involving any matters with which
Employee was involved during Employee's employment with Employer. Employer shall
reimburse Employee for travel and other related expenses approved by Employer
incurred in providing such assistance. This Section 14 shall survive the
termination of this Agreement.

         15.      SPECIFIC ENFORCEMENT. Employer and Employee expressly agree
that a violation of the covenants contained in Paragraphs 11, 12, 13, and 14
hereof or any provision thereof, shall cause irreparable injury to Employer and
that, accordingly, Employer shall be entitled, in addition to any other rights
and remedies it may have at law or in equity, to an injunction enjoining and
restraining Employee from doing or continuing to do any such act and any other
violation or threatened violation of said Paragraphs 11, 12, 13 and 14 hereof.

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         16.      SEVERABILITY. In the event any provision of this Agreement
shall be found to be void, the remaining provisions of this Agreement shall
nevertheless be binding with the same effect as though the void part were
deleted; provided, however, if Paragraphs 11, 12, 13, and 14 shall be declared
invalid, in whole or in part, Employee shall execute, as soon as possible, a
supplemental agreement with Employer, granting Employer, to the extent legally
possible, the protection afforded by said Paragraphs. It is expressly understood
and agreed by the parties hereto that Employer shall not be barred from
enforcing the restrictive covenants contained in each of Paragraphs 11, 12, 13,
and 14 as each are separate and distinct, so that the invalidity of any one or
more of said covenants shall not affect the enforceability and validity of the
other covenants.

         17.      INCOME TAX WITHHOLDING. Employer or any other payor may
withhold from any compensation or benefits payable under this Agreement such
Federal, State, City or other taxes as shall be required pursuant to any law or
governmental regulation or ruling.

         18.      WAIVER. The waiver of a breach of any term of this Agreement
by any of the parties hereto shall not operate or be construed as a waiver by
such party of the breach of any other term of this Agreement or as a waiver of a
subsequent breach of the same term of this Agreement.

         19.      RIGHTS AND LIABILITIES UPON NOTICE OF TERMINATION. As soon as
notice of termination of this Agreement is given, Employee shall immediately
cease all contact regarding the business with customers of Employer during the
restricted period and shall forthwith surrender to Employer all customer lists,
documents and other property of Employer then in Employee's possession,
compliance with which shall not be deemed to be a breach of this Agreement by
Employee. Pending the surrender of all such customer lists, documents and other
property to Employer, Employer may hold in abeyance any payments due Employee
pursuant to this Agreement.

         20.      ASSIGNMENT.

                  (a)      Employee shall not assign, transfer or convey this
                           Agreement, or in any way encumber the compensation or
                           other benefits payable to him hereunder, except with
                           the prior written consent of Employer or upon
                           Employee's death.

                  (b)      The covenants, terms and provisions set forth herein
                           shall be binding upon and shall inure to the benefit
                           of, and be enforceable by, Employer and its
                           successors and assigns; provided, Employer shall
                           require any successor (whether direct or indirect, by
                           purchase, merger, reorganization, consolidation,
                           acquisition of property or stock, liquidation or
                           otherwise) to all or a substantial portion of its
                           assets, by agreement in form and substance reasonably
                           satisfactory to Employee, expressly to assume and
                           agree to perform this Agreement in the same manner
                           and to the same extent that Employer would be
                           required to perform this Agreement if no

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                           such succession had taken place. Regardless of
                           whether such an agreement is executed, this Agreement
                           shall be binding upon any successor of Employer in
                           accordance with the operation of law, and such
                           successor shall be deemed the "Employer" for purposes
                           of this Agreement.

         21.      NOTICES. All notices required herein shall be in writing and
shall be deemed to have been given when delivered personally or five (5) days
after the date on which such notice is deposited in the U.S. Mail, certified or
registered, postage prepaid, return receipt requested, addressed as follows, to
wit:

                  If to Employer at:

                  160 Clairemont Avenue, Suite 200
                  Decatur, Georgia 30030
                  Attn: Thomas M. Duffy, General Counsel Chambers

                  If to Employee at:

                  Robert Chambers
                  30 Oak Hollow, Suite 240
                  Southfield, MI  48034

or at such other addresses as may, from time to time, be furnished to Employer
by Employee, or by Employer to Employee on the terms of this Paragraph.

         22.      BINDING EFFECT. This Agreement shall be binding on the parties
hereto and on their respective heirs, administrators, executors, successors and
permitted assigns.

         23.      ENFORCEABILITY. This Agreement contains the entire
understanding of the parties and may be altered, amended or modified only by a
writing executed by both of the parties hereto. This Agreement supersedes all
prior agreements and understandings by and between Employer and Employee
relating to Employee's employment. Employer and Employee acknowledge and agree
that that certain Restrictive Covenant Agreement by and among Employee and
Employer dated on or about February 28, 2000, is and shall remain in full force
and effect upon execution of this Agreement.

         24.      APPLICABLE LAW. This Agreement and the rights and liabilities
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Georgia.

         25.      COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
together shall constitute but a single document.

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<PAGE>

         26.      D&O INSURANCE; INDEMNIFICATION. Employer shall maintain, for
the benefit of Employee, director and officer liability insurance, in form at
least as comprehensive as, and in an amount that is equal to, that maintained by
Employer on the Effective Date, provided, however, that Employer's Board of
Directors or chief senior Executive Officer shall have the discretion to modify
such coverage so long as such modification applies to all officers and
directors. In addition, Employer shall indemnify Employee against liability as
an officer and director of Employer to the same extent as other officers and
directors of Employer in accordance with the constituent and organizational
documents of Employer and consistent with applicable law. Employee's rights
under this Section 26 shall continue so long as he may be subject to such
liability, whether or not this Agreement may have been terminated prior hereto.

         IN WITNESS WHEREOF, Employee has hereunder set Employee's hand and
seal, and Employer has caused this Agreement to be executed and delivered by its
duly authorized officers, all as of the day and year first above written.

_______________________________             __________________________(SEAL)
WITNESS                                     ROBERT CHAMBERS

ATTEST:                                     AXIS GROUP, INC.

BY: ____________________________            BY: _______________________

       Its ___________ secretary            Its _________________

[CORPORATE SEAL]

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