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(b) Sales duties. Employee shall also actively engage in sales activities on behalf of theCompany, including, but not limited to, the direct solicitation of potential customers, retainingand motivating independent sales representatives, development of new products, and any other dutiesas may normally be expected of a sales manager.(c) Devotion of Time. The Employee will devote such time, attention and energies duringnormal business hours (exclusive of periods of sickness and disability and of such normal holidayand vacation periods as have been established by the Company) to the affairs of the Company whichhe believes to be reasonably necessary to effectuate theCompany’s goals.(d) Location. The Employee will perform his services at the Company offices located in theMiami, Florida area, or at such other location of the Employee’s choice, so long as there are noadditional costs to the Company.3. Compensation and Expenses,(a) Salary. For services of the Employee to be rendered under this Agreement, the Companywill pay the Employee an annual base salary of $120,000 per annum during the first year ofthis Agreement. For each subsequent year, Employee shall receive a 10% increase in basesalary, assuming that the Company is profitable. The previous agreement also provided for 10%annual increases, which Employee did not receive. Employee agrees to forego those priorincreases. The Company will pay the Employee his annual salary in equal installments no lessfrequently than semi-monthly. Bonuses or other benefits may also be awarded at the Company’sdiscretion. (b) Commissions. Employee shall be paid a commission on all sales generated by theaccounts/customers of Employee (i.e. Wal Mart, Kmart, Walgreens, etc.) during the term of thisAgreement. Commission rates shall be 3% for OEM gun manufacturers and 5% for all othercustomers. Commissions shall be paid to Employee no less frequently that monthly.(c) Expenses. The Company will pay for all travel, entertainment and miscellaneous expensesincurred in connection with the performance of Employee’s dutiesunder this Agreement. (d) Payee. Employee shall have the discretion to designate the recipient of thecompensation called for in this Agreement. Such designation shall be in writing, and maybe changed from time to time by the Employee.4. Benefits.(a) Vacation. Employee shall be entitled to three weeks paid vacation in each calendaryear during the term of this Agreement.
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(b) Medical. Employee shall receive at no cost to Employee, medical and dental insurancefor Employee and any eligible dependents under any such plans that the Company has in effect.(c) Stock Options, The Company has established an Employee Non-Qualified Stock OptionPlan (“Stock Option Plan”). Employee shall be granted options to purchase a minimum of 35,000shares of the Company’s stock during each year of this Agreement, under such terms andconditions as established by the Company’s Stock Option’ Plan. The Company may, at itsdiscretion, award additional options to Employee in excess of 35,000 per year. Employee may,at his discretion, elect to defer the granting of a portion or all of the options for any yearto future periods, without loss of the cumulative effect of such deferral.(d) Allowances. The Company shall provide an office/automobile allowance toEmployee, at an amount not to exceed $7,500 per month. The Company shall also be responsible forall costs associated with operating said office, including but not limited to telephones,utilities, maintenance, supplies, office equipment and any other costs or services associated withmaintaining an office adequate for the performance of the Employee’s duties under this Agreement.5. Termination.(a) Termination Without Cause — By The Company. The Company may not terminate thisAgreement without cause.(b) Termination Without Cause — by the Employee. The Employee may terminate this Agreementat any time upon 30 days advance written notice to the Company. Employee agrees to perform allduties up to the date of termination. In the event that a competent replacement can not be found bythe Company during the 30 day notice period, Employee agrees to extend the notice period andcontinue to perform his duties until such replacement can be obtained, but in no circumstance willEmployee be required to extend the notice period more than an additional 60 days. Should Employeeelect to terminate this Agreement under the terms of this paragraph, the Company will discontinuepayment of benefits as provided in Section 4, except that, any stock options already granted willremain in force under the terms and conditions for which, they were originally granted.(c) Termination for Cause. The Company may terminate the Employee’s employment pursuantto the terms of this Agreement at any time for cause by giving written notice of termination,detailing the exact conditions it believes exist that allow for such termination. Suchtermination will become effective upon the giving of such notice. Upon any such terminationfor cause, the Employee shall cease to receive compensation, bonus or reimbursement underSection 3 and Section 4. For purposes of this Section 5(c), “cause” shall mean: (i) theEmployee is convicted of a felony during the term of this Agreement; (ii) the Employeematerially breaches any provision of Section 7 or Section 8.
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(d) Death or Disability. This Agreement and the obligations of the Company hereunderwill terminate upon the death of the Employee. Upon any such termination upon death, theCompany will pay the Employee or his legal representative, as the case may be, his annualsalary at such time pursuant to Section 3(a) through the date of such termination ofemployment. The Employee, his legal representative, or estate, shall continue to receive, for aperiod of five years, any commissions generated by Employee’s customers pursuant to Section3(b). Said commissions shall be paid only upon customers and business existing at the time ofdeath or disability and shall not be paid on any new business generated with said customers.Any stock options granted to Employee shall remain in effect under the terms and conditions asprovided by the Stock Option Plan.6. Termination Following Change in Control.          Except as provided in Section 5 herein, the Company will provide, or cause to beprovided, to Employee the rights and benefits described in Sections 3 and 4 here in the eventthat Employee’s employment is “terminated” at any time without cause, within five yearsfollowing a “Change in Control”, or in the event the Company desires to “buyout” the unexpiredterm of this Agreement. Under such occurrences, Employee will receive a lump sum payment equalto one five-year contract period. This amount is to be computed as five times the annualsalary being paid at that time and five times the prior year’s commissions earned by Employee.7. Noncompetition Agreement.     During (i) the period in which the Employee is being paid by the Company pursuant to Section 3or *5,*and (ii) for a period of six (6) months commencing on the date of termination of the periodreferred to in clause (i), the Employee, directly or indirectly, in association with , or as astockholder, director, officer, consultant, employee, partner, joint venturer, member or otherwiseof or through any person, firm, corporation, partnership, association or other entity, will notprovide his services similar to those provided for in Section 2(a) to any competitor of theCompany, or engage in any business activity in direct competition with the Company (“ProhibitedBusiness”). The foregoing shall not prohibit Employee from owning 5% of the securities of anypublicly traded enterprise or prohibit Employee from providing his services to any entity notengaged in Prohibited Business.8. Nondisclosure of Confidential Proprietary and/or Trade Secret Information.Employee acknowledges that during his employment he will learn and will have access toconfidential, proprietary and/or trade secret information regarding the Company and itsaffiliates, including without limitation (i) confidential or secret plans, programs,documents, agreements, services or activities of the Company and (ii) trade secrets, marketreports, customer investigations and other similar information that is proprietaryinformation of the Company (collectively referred to as “confidential information”).
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Employee acknowledges that such confidential information as is acquired and used by the Company isa special, valuable and unique asset. All records, files, materials and confidential informationobtained by the Employee in the course of his employment with the Company are confidential andproprietary and shall remain the exclusive property of the Company. The Employee will not, exceptin connection with and as required by his performance of his duties under this Agreement, for anyreason use for his own benefit or the benefit of any person or entity with which he may beassociated or disclose any such confidential information to any person, firm, corporation,association or other entity for any reason or purpose whatsoever without the prior written consentof the Company, unless such confidential information previously shall have become public knowledgethrough no action by or omission of the Employee. For a period of ten years following termination,Employee shall not disclose any confidential, proprietary, or trade secret information without theprior written consent of the Company.Sections 7 and 8 of this Agreement are not enforceable by the Company except in the event thatthis Agreement is terminated pursuant to Section 5(c) herein.9. Assignability. The rights and obligations of the Company under this Agreement shallinure to the benefit of and be binding upon the successors and assigns of the Company. TheEmployee’s rights and obligations hereunder may not be assigned or alienated and any attempt to doso by the Employee will be void.10. Separability.(a) The Employee expressly agrees that the character, duration and geographical scope of theprovisions set forth in this Agreement are reasonable in light of the circumstances as they existon the date hereof. Should a decision, however, be made at a later date by a panel of arbitratorsor court of competent jurisdiction that the character, duration or geographical scope of suchprovisions is unreasonable, then it is the intention and the agreement of the Employee and theCompany that this Agreement shall be construed by the court or arbitration panel in such manner asto impose only those restrictions on the Employee’s conduct that are reasonable in the light of thecircumstances and as are necessary to assure to the Company the benefits of this Agreement.If, any court or arbitration included herein because taken together they are more extensivethan necessary to assure to the Company the intended benefits of this Agreement, it is expresslyunderstood and agreed by the parties hereto that the provisions of this Agreement that, ifeliminated, would permit the remaining separate provisions to be enforced in such proceedingshall be deemed eliminated, for the purposes of such proceeding, from this Agreement.(b) If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited bythe laws of the state or jurisdiction where it is to be performed, this Agreement shall beconsidered divisible as to such provision and such provision shall be inoperative in such state orjurisdiction and shall not be part of the consideration moving
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from either of the parties to the other. The remaining provisions of this Agreement shall bevalid and binding and of like effect as though such provision werenot included.11. Notice. Notices given pursuant to the provisions of this Agreement shall be sentcertified mail, postage prepaid, or by overnight courier, or by facsimile or otherwise to thefollowing addresses:       (a) To the Employee: David A. Collins    4411 N. Bay Road    Miami Beach, FL 33140       (b) To the Company: Dac Technologies Group International, Inc.    1601 Westpark Drive, #2    Little Rock, AR 72204       (c) With a Copy to: Allan M. Lerner, Esq.    2888 East Oakland Park Blvd    Ft. Lauderdale, FL 33306Any party may from time to time designate any other address to which any such notice to it or heshall be sent. Any such notice shall be deemed to have been delivered upon receipt as hereinbeforeprovided.11. Miscellaneous.(a) Governing Law. This Agreement shall be governed by and construed inaccordance with the internal, substantive laws of the State of Florida without giving effect tothe conflict of laws rules thereof.(c) Waiver; Amendment. The waiver by any party to this Agreement or breach of anyprovision hereof by any other party shall not be construed as a waiver of any subsequentbreach by any party. No provision of this Agreement may be terminated, amended, supplemented,waived or modified other than by an instrument in writing signed by the party against whomenforcement of the termination, amendment, supplement, waiver or modification is sought. (d) Counterparts. This Agreement may be executed in counterparts, all of which togethershall constitute one and the same instrument.(e) Attorney Fees. In event of suit brought by either party to enforce the terms of thisAgreement, attorney’s fees and costs (through appeal) shall be awarded to the prevailing party.IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date andyear first above written.
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   /s/ Bob Goodwin Bob Goodwin, Director         /s/ David A. Collins By: David A. Collins  
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