Employment Agreement For Ken Burke

EXHIBIT 10.13


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT is made as of the 1st day of April, 1995, by and between AmeriQuest Technologies, Inc., a Delaware corporation having its principal place of business at 3 Promenade, Santa Ana, California 92705 ("Employer") and Ken Burke, an individual ("Employee").


In consideration of the mutual promises and agreements set forth in this Agreement, Employer and Employee agree as follows:


1. JOB TITLE AND DUTIES. Employer hereby employs, engages and hires Employee in the position of Senior Vice President and General Manager for Employer's wholly owned subsidiary CMS Enhancements, Inc. ("CMS"). In this position, Employee is expected to perform such duties as are consistent with such position as may from time-to-time be assigned to the Employee by Employer.


Employee hereby accepts and agrees to being hired, engaged and employed, subject to the general supervision and orders, advice and direction of Employer as given by Employer's Board of Directors, President, or other such supervisory personnel of Employer to whom Employee shall be responsible. Employee agrees to perform any duties customarily performed by one holding the same or similar position in the same or similar businesses or enterprises as that of the Employer. Employee shall perform his duties at the principal location of the Employer's offices, currently in Orange County, California, or any other place or places that Employer shall in good faith require, or as the interest, needs, business or opportunity of Employer shall require. Employee shall report directly to the President of Employer.


2. TERM OF EMPLOYMENT. The term of this Agreement shall commence on the date set forth above (the "Commencement Date") and shall continue for a period of two (2) years or until terminated pursuant to Section 11 of this Agreement. All terms and conditions in this Agreement pertaining to Employee's employment by the Company are confidential and shall not be disclosed by Employee to any other employees of Employer.


3. COMPENSATION. As full payment for the services performed by Employee in full discharge of his duties under this Agreement, Employer shall pay to Employee and Employee shall accept as full payment from Employer, compensation, subject to such deductions and withholdings as may be required by law or by Employer's policies and procedures from time to time in effect, as follows:


(A) BASE SALARY. Employee shall receive a base salary of
$170,000.00 per year (the "Base Salary") which shall be payable on
such basis, no less frequently than monthly, as Employer shall, from
time to time, determine. Employee's Base Salary hereunder shall be


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subject to review and adjustment by Employer, in Employer's discretion,
one year from the Commencement Date.


(B) PERFORMANCE BONUS. Employee shall be entitled to a
performance bonus of up to $100,000.00 per year, to be paid in equal
quarterly installments (the "Performance Bonus") based upon Employee's
achievement of certain goals, pursuant to the "Management By
Objective" Plan (the "MBO Plan") of Employer as may be in effect from
time to time. All terms and conditions regarding Employee's
entitlement to the Performance Bonus shall be governed by the MBO Plan
as it shall, from time to time, be amended by Employer. In the event
the Gross Profits of CMS (as determined by the certified public
accounting firm regularly employed by Employer) are more than
$18,750,000.00 and less than $22,500,000.00 for the fiscal year ending
June 30, 1996, the foregoing performance bonus shall be increased by
$50,000.00, and in the event such Gross Profits of CMS exceed
$22,500,000. for the fiscal year ending June 30, 1996, the performance
bonus shall be increased by an additional $50,000.00.


(C) Stock Options. Employer shall grant to Employee stock options, subject to the terms of the Stock Option Agreement attached hereto as Exhibit A, to purchase all or a part of an aggregate of 50,000 shares of the Employer's common stock. Employee's stock options shall vest over a 56 month period, with the first 12,500 shares vesting on the first day of the month which is 14 months following the Commencement Date. The remaining 37,500 shares shall vest in three equal installments of 12,500 shares each, on the first day of the months which shall be 28, 42, and 56 months respectively, following the Commencement Date. The options will be exercisable at an exercise price equal to the closing price of Employer's common stock on the New York Stock Exchange as of the Commencement Date. In the event the Employee's employment with Employer hereunder is terminated for any reason whatsoever, Employee shall receive only those stock options which shall have vested prior to the date of such termination of employment. In addition, Employer shall grant to Employee stock options to purchase up to an additional 100,000 shares of Employer's common stock subject to Employee's satisfaction of the conditions set forth in Section 1(b) of the Stock Option Agreement.


4. POLICIES AND PROCEDURES. This Agreement hereby incorporates Employer's standard "Policies and Procedures Manual" as constituted on this date, and as it may be amended in the future from time to time. Employee hereby agrees to abide by all "Policies and Procedures" as may be adopted by Employer from time to time, and to not, intentionally or negligently, act in any manner inconsistent with said Policies and Procedures or in any other manner which may cause financial or other damage to Employer.


Without in any way limiting the contents of the Policies and Procedures Manual, or of the obligation of Employee to comply with all Policies and Procedures, Employee hereby specifically acknowledges and confirms that Employee has read and will comply with those sections of the Policies


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and Procedures Manual dealing with Equal Opportunity Policies, Sexual Harassment Policies, and Compliance with Securities Laws.


5. BENEFITS. Employee shall be entitled to such employment benefits as Employer may, from time to time, grant to its employees generally.


6. EMPLOYEE'S EXCLUSIVITY. Employee will at all times faithfully, industriously, and to the best of Employee's ability, experience, and talents perform all of the duties that may be required of and from Employee pursuant to the terms of this Agreement, to the satisfaction of Employer. Employee shall not, during the term of this Agreement, be interested directly or indirectly, in any manner as an advisor or employee for compensation, or as a partner, officer, director, stockholder, or in any other capacity in any other business enterprises without the prior written consent of Employer. Employee shall not be prohibited hereunder from making investments of personal funds in capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange.


7. CONFIDENTIALITY.


(a) Non-Disclosure and Non-Use of Confidential
Information. The Employee shall not, directly or indirectly,
during, or at any time after his employment by the Employer,
use for himself or others, or disclose to others, any
Confidential Information of the Employer, whether or not
conceiv ...