Exhibit 10.12


 


SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO


SECTION 15(d) OF THE EXCHANGE ACT BY
NON-REPORTING ISSUERS


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (the
“Agreement”) effective as of the 1st day of June,  2000 between
AMERICAN COMMERCE SOLUTIONS, INC., a Delaware corporation (together with its
successors and assigns referred to herein as the “Corporation”), with principal
executive offices located at 1400 Chamber Drive, Bartow, FL 33830; and Daniel
L.  Hefner residing at 1502 N.  Taylor Rd., Brandon, Florida (the “Executive”).


 


W I T N E S S E T H:


 


WHEREAS, the Corporation desires to
employ Executive as the Executive Vice  President of American Commerce
Solutions, Inc.  to engage in such
activities and to render such services under the terms and conditions hereof
and has authorized and approved the execution of this Agreement; and


 


WHEREAS, Executive desires to be
employed by the Corporation under the  terms and conditions hereinafter
provided;


 


NOW,
THEREFORE, in consideration of the mutual covenants and undertakings herein
contained, the parties agree as follows:


 


1. 
EMPLOYMENT, DUTIES AND ACCEPTANCE.


 


1.1
SERVICES.  The Corporation hereby
employs Executive, for the Term  (as hereinafter defined in Section 2
hereof), to render services to the business and affairs of the Corporation in the
office referenced in the recitals hereof and, in connection therewith, shall
perform such duties as directed by the Board of Directors of the Corporation from
time to time, in its reasonable discretion, and shall perform such other duties
as shall be consistent with the responsibilities of such office
(collectively the “Services”). 
Executive shall perform activities related to such office as he shall reasonably
be directed or requested to so perform by the Corporation’s Board of Directors,
to whom he shall report.  Executive
shall use his best efforts, skill and abilities to promote the
interests of the Corporation and its subsidiaries.


 


1.2
ACCEPTANCE.  Executive hereby accepts
such employment and agrees to render the Services.


 


1.3
REPRESENTATIONS OF THE EXECUTIVE.  The
Executive represents and  warrants to the Corporation that his
execution and delivery of this Agreement, his performance of the Services
hereunder and the observance of his other obligations contemplated hereby will
not (i) violate any provisions of or require the consent or approval of
any party to any agreement, letter of intent or other document to which he is a
party or (ii) violate or conflict with any arbitration award, judgment or decree
or other restriction of any kind to or by which he is subject or bound.


 


1.4
EXECUTIVE’S ABILITY TO CONTRACT.  The
Executive has no ability to  independently contract unless authorized,
in writing, by the Executive Committee of the Board of Directors or the full
Board of Directors for a specific contract.


 


2. 
TERM OF EMPLOYMENT.


 


The term of Executive’s employment
under this Agreement (the “Term”) shall  commence on June 1, 2000 and shall
terminate on May 31, 2003, unless sooner terminated pursuant to Sections 9 or
5.1 of this Agreement; provided, however, if the Corporation shall fail to give
Executive notice of non-renewal not less than 60 days prior to the scheduled
expiration of the term hereof, the Term shall automatically be extended for
an additional two (2) year period. 
Notwithstanding anything to the contrary contained herein, the
provisions of


 


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this Agreement governing Protection of
Confidential Information shall continue  in effect as specified in Section 10
hereof.


 


3. 
BASE SALARY, EXPENSE REIMBURSEMENT AND STOCK OPTIONS.


 


3.1
BASE SALARY.  During the Term, as full
compensation for the  Services, the Corporation agrees to pay
Executive a minimum base salary (“Base Salary”) at the annual rate of
$60,000 for the period from June 1, 2000 to May 31, 2000.  Such Base Salary shall be (i) increased four percent (4%)
annually effective June 1st of each year during the term of this
Agreement, (ii) reviewed periodically for possible increases
promptly after each future acquisition by the Corporation of any other
corporation or business or other material increase in the
Corporation’s revenues or scope of the Corporation’s business and (iii) renegotiated
in good faith effective as of December 15, 2002 for possible increase
based upon the Corporation’s historical performance and projections for future
performance.  Such Base Salary shall be
subject to withholding and other applicable taxes, payable during the term
of this Agreement in accordance with the Corporation’s customary payment
practices, but not less frequently than monthly.


 


3.2
BUSINESS EXPENSE REIMBURSEMENT.  Upon
submission to, and approval  by an officer of the Corporation designated
by the Board of Directors of the Corporation, of a statement of expenses,
reports, vouchers or other supporting information, which approval shall be
granted or withheld based on the Corporation’s policies in effect at such
time, the Corporation shall promptly reimburse Executive for all
reasonable business expenses actually incurred or paid by him
during the Term or renewals thereof in the performance of the Services,
including, but not limited to, expenses for entertainment, travel and similar
items.


 


3.3
STOCK OPTION AGREEMENT.  In addition to
the salary hereinabove  provided, the Executive shall be granted
options to purchase 100,000 shares of the Corporation’s Common Stock as of
June 1 of each year during the Term of this Agreement at an exercise price equal
to the average of the closing bid and asked price of the Corporation’s Common
Stock during month of May immediately preceding said June 1, pursuant to
the terms of the Stock Option Agreement between the Corporation and the
Executive executed concurrently herewith.


 


4. 
PROFIT SHARING.


 


4.1
PROFIT SHARING AMOUNT.  In order to
provide performance-based  incentive compensation to the Executive,
the Corporation hereby agrees to pay the Executive, in addition to the
Base Salary set forth in Section 3 hereof, a minimum cash bonus for each fiscal
year during the Executive’s employment hereunder (the “Bonus”) equal to
Fifteen Thousand Dollars ($15,000.00) per annum, payable in quarterly
installments, when sufficient cash is available for the
payment.  Additional profit sharing or
Bonus methods are available to the Executive in terms to be issued annually at
the discretion of the Board of Directors.


 


4.2
DETERMINATION AND PAYMENT.  The final
determination with respect to  any fiscal year shall be made
promptly, and in any event within 15 days, after the Corporation has filed its Annual
Report on Form 10-K for each year with the Securities and Exchange
Commission.  Within 45 days after the
end of the Corporation’s fiscal year, based on the preliminary results of
the Corporation for such fiscal year, the Corporation shall pay the Executive an
amount equal to 60% of the estimated minimum cash Bonus based on such
preliminary results.  The balance of
the definitive Bonus so determined, if any, shall be payable to the Executive
in a single lump sum no later than thirty days after the final determination
has been made.  In any event, all
matters pertaining to the Bonus and to the payment of any Bonus to the
Executive hereunder, shall be administered and determined by the Board of
Directors (or a subcommittee thereof appointed for such purpose) in its
reasonable discretion consistent with the terms hereof, the determination of
which shall be final, conclusive and binding for all purposes, absent manifest
error.


 


4.3
PARTIAL YEARS.  Notwithstanding anything
contained herein to the  contrary, no Bonus under this Section 4
shall be deemed earned or payable with respect to any fiscal year during
which this Agreement or the Executive’s


 


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employment is terminated by the Corporation
for Cause (as such term is  hereinafter defined).


 


4.4 Nothing in
this Section 4 shall be construed as conferring upon the Executive any right
(i) normally associated with the ownership of capital stock; (ii) to continue
in the employ of the Corporation or any affiliate of the Corporation; or (iii)
to interfere in any way with the right of the Corporation to terminate this
Agreement in accordance with the provisions hereof.  Nothing in this Agreement shall be construed to imply that any
specific assets of the Corporation have been set aside to provide for payments
under this Agreement.  Any payments
under this Agreement shall be made solely from general assets of the
Corporation existing at the time such payments are due.


 


5. 
SEVERANCE UPON TERMINATION.


 


5.1
TERMINATION.  In the event that
Executive’s employment hereunder  shall be terminated by the
Corporation without Cause (as defined in Section 9.3 hereof) or
by the Executive for Good Reason (as defined in Section 9.4 hereof) or upon a
Change in Control (as defined in Section 9.5 hereof) or upon the Death or
Disability (as defined in Section 9.1 and 15.1, respectively) of Executive atany
time prior to the end of the Term, the Executive or his estate shall be entitled to
receive from the Corporation, in addition to any Base Salary earned to the date
of termination, a severance payment in an amount equal to the greater of
(i) the balance of the Executive’s Base Salary due through the balance of
the Term of this Agreement or (ii) one years salary in the event less than one
year remains in the current contract period.


 


6. 
ADDITIONAL BENEFITS.


 


6.1
IN GENERAL.  In addition to the
compensation, bonuses, expenses and  other benefits to be paid under
Sections 3, 4 and 5 hereof, Executive will be entitled to all rights and benefits
for which he shall be eligible under any insurance, health and medical,
incentive, bonus, profit-sharing, pension or other extra compensation or “fringe”
benefit plan of the Corporation or any of its subsidiaries now existing or
hereafter adopted for the benefit of the executives or employees generally of
the Corporation.  The provisions of thisAgreement,
which incorporate employee benefit packages, shall change as and when such
employee benefit packages change.  In
the event that the Corporation does not provide family health and medical
insurance for the benefit of the executives and employees generally of the
Corporation, the Corporation shall provide Executive and pay all the costs
associated with family health and medical insurance for the benefit of
Executive as selected by Executive in his sole discretion.


 


6.2
AUTOMOBILE.  The Corporation shall lease
for the Executive an  automobile of his choice to be used by the
Executive in connection with the Corporation’s business, at a monthly rental
not to exceed $750 and for a lease term not to exceed three (3) years.  The Corporation shall be responsible for allreasonable
costs of operating, repairing, maintaining and insuring such automobile.


 


6.3
LIFE AND DISABILITY INSURANCE.  The
Corporation shall provide the  Executive with (i) a policy of term
life insurance in an amount equal to not less than three (3) times his annual
Base Salary hereunder, payable to such beneficiary or beneficiaries as shall
be designated by him in writing and (b) a policy of disability insurance that
will provide Executive with an annual amount equal to not less than seventy-five
percent (75%) of his then current Base Salary, payable until Executive shall
reach 70 years of age, with a waiting period not to exceed 120 days.


 


6.4
DIRECTOR’S AND OFFICERS INSURANCE.  The
Corporation shall provide  the Executive with a policy of director’s
and officers liability insurance in such amounts and providing such
coverage as the Executive and the Corporation shall reasonably agree, consistent
with policies obtained by other publicly held companies of similar size and engaged
in similar businesses.


 


7. 
VACATION.


 


The Executive shall be entitled,
during the Term of this Agreement, to a


 


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vacation period annually, as follows:


 


June 1, 2000 through May 31, 2003 —
four (4) weeks in each year of the contract; during which all salary,
compensation, benefits and other rights to which the Executive is entitled to
hereunder shall be provided in full. 
Such vacation may be taken in the Executive’s discretion, at such time
or times as are not inconsistent with the reasonable business needs of the
Corporation.  In addition, Executive
shall be entitled to up to eight (8) sick days and two (2) personal days for
each year commencing June 1, during which all salary, compensation, benefits
and other rights to which the Executive is entitled to hereunder shall be
provided in full.


 


8. 
INSURABILITY; RIGHT TO INSURE. 
Executive agrees that the Corporation  shall have
the right during the Term to insure the life of Executive by a policy or policies
of insurance in such amount or amounts as it may deem necessary or desirable,
and the Corporation shall be the beneficiary of any such policy or policies
and shall pay the premiums or other costs thereof.  The Corporation shall have the right, from time to time, to
modify any such policy or policies of insurance or to take out new insurance
on the life of Executive.  Executiveagrees,
upon request, at any time or times prior to the commencement of or during the
Term to sign and deliver any and all documents and to submit to any physical or
other reasonable examinations which may be required in connection with any
such policy or policies of insurance or modifications thereof.


 


9. 
TERMINATION.


 


9.1
DEATH.  If Executive dies during the
Term of this Agreement,  Executive’s employment hereunder shall
terminate upon his death and all obligations of the Corporation hereunder
shall terminate on such date, except that Executive’s estate or his
designated beneficiary shall be entitled to payment of any unpaid accrued Base
Salary through the date of his death. 
In addition, any accrued and unpaid Bonus shall be paid in
accordance with Section 4 hereof. 
In addition, Executive’s estate or his designated beneficiary shall beentitled
to payment of the severance payments set forth in Section 5.1 hereof.


 


9.2
TERMINATION FOR CAUSE.  The Corporation
may at any time during the  Term, without any prior notice, terminate
this Agreement and discharge Executive for Cause, whereupon the
Corporation’s obligation to pay compensation or other amounts
payable hereunder to or for the benefit of Executive shall terminate on the date of
such discharge.  As used herein the term
Cause shall mean: (i) a willful and material breach by Executive of
the terms of this Agreement which breach shall not have been cured within
thirty (30) days of written notice of such breach; (ii) willful violation
of specific and lawful written direction from the Board of Directors of the
Corporation, which violation shall not have been cured within thirty (30) days of
written notice of such violation, provided such direction is not inconsistent
with the Executive’s duties and responsibilities as the President of Rhode
Island operations of the Corporation; or (iii) conviction of the Executive
of a felony by a federal or state court of competent jurisdiction, which felony
is directly and materially related to or arises out of Executive’s employment
with the Corporation.  The obligations
of the
Executive under Section 10 shall continue notwithstanding termination of theExecutive’s
employment pursuant to this Section 9.2.


 


9.3
TERMINATION WITHOUT CAUSE.  The
Corporation shall have the option to terminate this Agreement Without Cause
upon sixty (60) days written notice to the Executive.  In the event the Corporation terminates this Agreement without
Cause as defined above, the Corporation shall pay the Executive upon
termination, the amount required pursuant to Section 5.1.  The obligations of the Executive under
Section 10 hereof shall continue notwithstanding termination of the Executive’s
employment pursuant to this Section 9.3.


 


9.4
TERMINATION BY EXECUTIVE FOR GOOD REASON. 
The Executive shall have  the right to terminate this Agreement
for Good Reason, as hereinafter defined, upon written notice to the
Corporation.  Good Reason shall mean any
of the following:
(i) the assignment to the Executive of duties inconsistent with the Executive’s
position, duties, responsibilities, titles or offices as described herein;
(ii) any material reduction by the Corporation of the Executive’s dutiesand
responsibilities; (iii) any reduction by the Corporation of the Executive’scompensation
or benefits payable hereunder (it being understood that a reduction


 


4

















 


of benefits applicable to all executives of
the Corporation, including the  Executive, shall not be deemed a
reduction of the Executive’s compensation package for purposes of this
definition); (iv) requiring the Executive to be based without his consent at a
location not within reasonable commuting distance of
Lakeland, Florida.


 


9.5.
TERMINATION BY EXECUTIVE UPON CHANGE IN CONTROL.  Executive, at  his option, shall be able to terminate this
Agreement upon written notice given to the Secretary of the Corporation
within ninety (90) days of an occurrence of a “Change in Control”.  A “Change in Control” of the Corporation
shall mean a change in control of the Corporation or any entity controlling the
Corporation (referred to collectively in this Section 9.5 as the
Corporation) of a nature that would be required to be reported in
response to Item 1 of a Current Report on Form 8-K, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); provided
that, without limitation, such a Change in Control shall be deemed to have
occurred at such time as (a) any “person” (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), other than a person who or which was a shareholder
of the Corporation immediately prior to the Corporation’s secondary offering
(the “SO”), is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing twenty-five percent (25%) or more of the combined voting
power of the Corporation’s outstanding securities ordinarily having the
right to vote at elections of directors; or (b) individuals who constitute the Board
concurrent with the execution of this Agreement (the incumbent Board) cease
for any reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof whose election or
nomination for election by the Corporation’s shareholders was approved by a vote
of at least three quarters of the directors comprising the Incumbent Board, shall
be, for purposes of this clause (b), considered as though he were a member
of the Incumbent Board; or (c) a sale by the Corporation of all or
substantially all of its assets occurs. 
Notwithstanding anything in the foregoing to the contrary, no Change in
Control shall
be deemed to have occurred for purposes of this Agreement by virtue of anytransactions
which result in the acquisition by the Executive, or by a group of persons
which includes the Executive, directly or indirectly, of a majority of either the
outstanding shares of common stock of the Corporation or the voting securities
of any corporation which acquires all or substantially all of the assets of
the Corporation, whether by way of merger, consolidation, sale of such assets or
otherwise.


 


10. 
PROTECTION OF CONFIDENTIAL INFORMATION.


 


In view of the fact that Executive’s
work for the Corporation will bring  him into close contact with
confidential information and plans for future developments, Executive agrees to the
following:


 


10.1
SECRECY.  To keep secret and retain in
the strictest confidence  all confidential matters of the
Corporation, including, without limitation, trade “know how” and trade secrets,
customer lists, pricing policies, marketing plans, technical processes, formulae,
inventions, research projects, patents or copyrights and all other proprietary
rights owned by or in which the corporation or its subsidiaries has an interest,
and other business affairs of the Corporation, learned by him heretofore or
hereafter, and not to disclose them to anyone inside or outside of the
Corporation, except in the course of performing the Services hereunder or with the
express written consent of the Chief Executive Officer or Board of
Directors of the Corporation and except to the extent such information is already
known to the general public


 


10.2
RETURN MEMORANDA, ETC.  To deliver
promptly to the Corporation on  termination of his employment, or at
any other time as the Chief Executive Officer or the Board of Directors of
the Corporation may so request, all memoranda, notes, records, reports,
manuals, drawings, blueprints, facsimile or e-mail copies and other documents
(and all copies thereof) relating to the Corporation’s business and all
property associated therewith, which he may then possess or have under his control.


 


10.3 COVENANTS.


 


10.3.1
NON-COMPETITION.  Executive agrees that
at all times while


 


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he is employed by the Corporation and
regardless of the reason for termination  of his employment or this Agreement,
for a period of one (1) year thereafter, he will not, as a principal, agent,
employee, employer, consultant, stockholder, investor, director or co-partner of
any person, firm, corporation or business entity other than the Corporation, or
in any individual or representative capacity whatsoever, directly or
indirectly, without the express prior written consent of the Corporation:


 


(i)
engage or participate in any business with customers of the Corporation  or its
subsidiaries directly or indirectly or make use of the customer lists
directly or indirectly as may from time to time be owned by the Corporation.


 


(ii)
aid or counsel any other person, firm, corporation or business entity  to do any
of the above;


 


(iii)
become employed by a firm, corporation, partnership or joint venture  which
competes with the business of the Corporation or from its customer lists on
the date of termination or resignation within the United States or Puerto
Rico; or


 


(iv)
approach, solicit business from, or otherwise do business or deal with  any
customer of the Corporation in connection with any product or service competitive
to any provided by the Corporation.


 


10.3.2
ANTI-RAIDING.  Executive agrees that
during the term of his  employment hereunder, and, thereafter for a
period of two (2) year, he will not, as a principal, agent, employee,
employer, consultant, director or partner of any person, firm, corporation or
business entity other than the Corporation, or in any individual or representative
capacity whatsoever directly or indirectly, without the prior express written
consent of the Corporation approach, counsel or attempt to induce any person who
is then in the employ of the Corporation to leave the employ of the Corporation
or employ or attempt to employ any such person or persons who at any time
during the preceding six months was in the employ of the Corporation.


 


10.3.3
EXECUTIVE’S ACKNOWLEDGEMENTS.  Executive
acknowledges (i)  that his position with the Corporation
requires the performance of services which are special, unique, and
extraordinary in character and places him in a position of confidence and trust with
the Customers and employees of the Corporation, through which, among other
things, he shall obtain knowledge of the Corporation’s “technical information”
and “know-how” and become acquainted with its customers, in which matters the
Corporation has substantial proprietary interests; (ii) that the restrictive
covenants set forth above are necessary in order to protect and maintain such
proprietary interests and the other legitimate business interests of the
Corporation; and (iii) that the Corporation would not have entered into this
Agreement unless such covenants were included herein.


 


Executive also acknowledges that the
business of the Corporation  presently will extend throughout the United
States, and that he will personally supervise and engage in such
business on behalf of Corporation and, accordingly, it is reasonable that the
restrictive covenants set forth above are not more limited as to geographic
area than is set forth therein. 
Executive also represents to the Corporation that the enforcement of
such covenants
will not prevent Executive from earning a livelihood or impose an undue
hardship on the Executive.


 


10.4
SEVERABILITY.  If any of the provisions
of this Section 10, or any  part thereof, is hereinafter construed to
be invalid or unenforceable, the same shall not affect the remainder of
such provision or provisions, which shall be given full effect, without regard to
the invalid portions.  If any of theprovisions
of this Section 10, or any part thereof, is held to be unenforceable because of
the duration of such provision, the area covered thereby or the type of conduct
restricted therein, the parties agree that the court making such determination
shall have the power to modify the duration, geographic area and/or
other terms of such provision and, as so modified, said provision(s) shall then
be enforceable.  In the event that the
courts of any one or more jurisdictions shall hold such provisions
wholly or partially unenforceable by


 


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reason of the scope thereof or otherwise,
it is the intention of the parties  hereto that such determination not
bar or in any way affect the Corporation’s right to the relief provided for
herein in the courts of any other jurisdictions as to breaches or threatened breaches
of such provisions in such other jurisdictions, the above provisions as they
relate to each jurisdiction being, for this purpose, sever able into diverse
and independent covenants.


 


10.5
INJUNCTIVE RELIEF.  Executive
acknowledges and agrees that,  because of the unique and
extraordinary nature of his services, any breach or threatened
breach of the provisions of Sections 10.1, 10.2, or 10.3 hereof will cause
irreparable injury and incalculable harm to the Corporation, and the Corporation
shall, accordingly, be entitled to injunctive and other equitable relief for
such breach or threatened breach and that resort by the Corporation to such
injunctive or other equitable relief shall not be deemed to waive or to limit in
any respect any right or remedy which the Corporation may have with respect to
such breach or threatened breach.  The
Corporation and Executive agree that any such action for injunctive or
equitable relief shall be heard in a state or federal court situated in
Florida and each of the parties hereto, hereby agrees to accept service of
process by registered mail and to otherwise consent to the jurisdiction of such
courts.


 


10.6
EXPENSES OF ENFORCEMENT OF COVENANTS. 
In the event that any  action, suit or proceeding at law or
in equity is brought to enforce the covenants contained in Sections 10.1,
10.2, or 10.3 hereof or to obtain money damages for the breach thereof, the
party prevailing in any such action, suit or other proceeding shall be entitled
upon demand, to reimbursement from the other party for all expenses (including,
without limitation, reasonable attorneys’ fees and disbursements) incurred in
connection therewith.


 


10.7
SEPARATE AGREEMENT.  The provisions of
this Section 10 shall be  construed as an agreement on the part of
the Executive independent of any other part of this Agreement or any other
agreement, and the existence of any claim or cause of action of the Executive
against the Corporation, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Corporation of the provisions
of this Section 10.


 


11. 
INDEMNIFICATION.


 


The Corporation shall provide the
Executive (including his heirs, executors  and administrators) with coverage
under a standard directors and officers liability insurance policy at the
Corporation’s expense to the same extent as provided for any other director,
officer or trustee of the Corporation. 
In addition, the Corporation shall indemnify the Executive (and his
heirs, executors
and administrators) to the fullest extent permitted under the law of its state
of incorporation against all expenses and liabilities reasonably incurred by
him in connection with or arising out of any action, suit or proceeding
in which the Executive may be involved by reason of his having been a director or
officer of the Corporation or any subsidiary thereof.  Such expenses and liabilities shall include, but not be
limited to, judgments, court costs and attorneys’ fees and the cost of
reasonable settlements, such settlements to be approved by the Board if such action
is brought against the Executive in his capacity as a director or officer of
the Corporation or any subsidiary thereof. 
The Corporation shall, upon the request of the Executive, advance to theExecutive
such amounts as necessary to cover expenses, including without limitation
legal fees and expenses, incurred by the Executive in connection with any suit or
proceeding in which the Executive may be involved by reason of his being or
having been a director or officer of the Corporation or of any subsidiary
thereof.  Such indemnity and advance of
expenses, however, shall not extend to matters as to which the Executive
is finally adjudged to be liable for willful misconduct in the performance
of his duties.


 


12. 
ARBITRATION.


 


Except with respect to any proceeding
brought under Section 10 hereof, any  controversy, claim, or dispute
between the parties, directly or indirectly, concerning this Employment Agreement
or the breach hereof, or the subject matter hereof, including questions
concerning the scope and applicability of this arbitration clause, shall be finally
settled by arbitration in Polk County, Florida pursuant to the rules then
applying of the American Arbitration


 


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Association.  The arbitrators shall consist of one representative selected by
the  Corporation, one representative selected by the Executive and
one representative selected by the first two arbitrators.  The parties agree to expedite the arbitration proceeding in every way,
so that the arbitration proceeding shall be commenced within thirty (30) days
after request therefore is made, and shall continue thereafter, without
interruption, and that the decision of the arbitrators shall be handed down
within thirty (30) days after the hearings in the arbitration proceedings are
closed.  The arbitrators shall have the
right and authority to assess the cost of the arbitration proceedings and
to determine how their decision or determination as to each issue or matter in
dispute may be implemented or enforced. 
The decision in writing of any two of the arbitrators shall be
binding and conclusive on all of the parties to this Agreement.  Should either the Corporation or the
Executive fail to appoint an arbitrator as required by this Section 12 within
thirty (30) days after receiving written notice from the other party to do so,
the arbitrator appointed by the other party shall act for all of the
parties and his decision in writing shall be binding and conclusive on all of the
parties to this Employment Agreement. 
Any decision or award of the arbitrators shall be final and
conclusive on the parties to this Agreement; judgment upon such decision or award
may be entered in any competent Federal or state court located in the United
States of America; and application may be made to such court for confirmation of
such decision or award or for enforcement and for any other legal remedies that
may be necessary to effectuate such decision or award.


 


13. 
NOTICES.


 


All notices, requests, consents and
other communications required or  permitted to be given hereunder,
shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by prepaid telegram, telecopy or mailed
first-class, postage prepaid, by registered or certified mail (notices sent by
telegram or mailed shall be deemed to have been given on the date sent),to
the parties at their respective addresses hereinabove set forth or to suchother
address as either party shall designate by notice in writing to the otherin
accordance herewith.  Copies of all notices
shall be sent to the attorney selected by the Executive and noticed in
writing to the Corporation from time to time.


 


14. 
GENERAL.


 


14.1
GOVERNING LAW.  This Agreement shall be
governed by and construed  and enforced in accordance with the local
laws of the State in which the primary corporate offices of the parent
corporation are located at the time either party seeks remedies or to enforce this
contract.  The venue shall be in the
county in which the primary corporate offices of the parent corporation
are then located at the time either party seeks remedies or to enforce this
contract.


 


14.2
CAPTIONS.  The section headings
contained herein are for reference  purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.


 


14.3
ENTIRE AGREEMENT.  This Agreement sets
forth the entire agreement  and understanding of the parties relating
to the subject matter hereof, and supersedes all prior agreements,
arrangements and understandings, written or oral, relating to the subject matter
hereof.  No representation, promise orinducement
has been made by either party that is not embodied in this Agreement, and neither
party shall be bound by or liable for any alleged representation, promise or
inducement not so set forth.


 


14.4
SEVERABILITY.  If any of the provisions
of this Agreement shall be  unlawful, void, or for any reason,
unenforceable, such provision shall be deemed sever able from, and shall in no way
affect the validity or enforceability of, the remaining portions of this Agreement.


 


14.5
WAIVER.  The waiver by any party hereto
of a breach of any  provision of this Agreement by any other
party shall not operate or be construed as a waiver of any subsequent breach
of the same provision or any other provision hereof.


 


14.6
COUNTERPARTS.  This Agreement may be
executed in one or more


 


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counterparts, each of which shall be deemed
an original, but all of which taken  together shall constitute one and the
same Agreement.


 


14.7
ASSIGNABILITY.  This Agreement, and
Executive’s rights and  obligations hereunder, may not be assigned
by Executive.  The Corporation mayassign
its rights, together with its obligations, hereunder in connection with any sale,
transfer or other disposition of all or substantially all of its business or
assets; in any event the rights and obligations of the Corporation hereunder
shall be binding on its successors or assigns, whether by merger, consolidation
or acquisition of all or substantially all of its business or assets;
provided, however, that any such assignment shall not release the Corporation
from its obligations hereunder.  This
Agreement shall inure to the benefit of, and be binding upon, the
Executive and his executors, administrators, heirs and legal representatives.


 


14.8
AMENDMENT.  This Agreement may be
amended, modified, superseded,  cancelled, renewed or extended and
the terms or covenants hereof may be waived, only by a written instrument executed
by both of the parties hereto, or in the case of a waiver, by the party
waiving compliance.  No superseding
instrument, amendment, modification, cancellation, renewal or extension
hereof shall require the consent or approval of any person other than the parties
hereto.  The failure of either
party at any time or times to require performance of any provision hereof
shall in no matter affect the right at a later time to enforce the same.  No waiver by either party of the breach of
any term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such breach, or a waiver of the
breach of any other term or covenant contained  


 


15. 
ADDITIONAL PROVISIONS


 


15.1
DISABILITY.  If Executive shall be
unable to perform a significant  part of his duties and
responsibilities in connection with the conduct of the business
and affairs of the Corporation and such inability lasts for (i) a period of
at least one hundred twenty (120) consecutive days, or (ii) periods aggregating
at least one hundred eighty (180) days during any three hundred sixty-five
(365) consecutive days, by reason of Executive’s physical or mental disability,
whether by reason of injury, illness or similar cause, Executive shall be
deemed disabled, and the Corporation may, at any time thereafter terminate
Executive’s employment hereunder by reason of the Corporation being required to
replace the position.  Upon delivery to
Executive of such notice, all obligations of the Corporation hereunder
shall terminate, except that Executive shall be entitled to payment of any
unpaid accrued Base Salary through the date of termination.  In addition, any accrued and unpaid Bonus
shall be paid in accordance with Section 4 hereof.  In addition, the Executive shall be entitled to those
severance payments set forth in Section 5.1 hereof.  The obligations of Executive under Section 10 hereof shall
continue notwithstanding termination of Executive’s employment pursuant to
this Section 15.1.


 


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


 


	
  ATTEST:
  AMERICAN COMMERCE SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Norman J.  Birmingham

  	
   

  	
  By:

  	
  /s/
  David N.  DeBaene

  	
   

  
	
   

  	
  Name:
  Norman J.  Birmingham

  	
   

  	
  Name:
  David N.  DeBaene

  
	
   

  	
  Title:
  Chief Financial Officer

  	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
  /s/
  Robert Maxwell Jr.

  	
   

  	
  /s/
  Daniel L.  Hefner

  	
   

  
	
   

  	
  DANIEL
  L.  HEFNER, individually

  
							



 


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