EMPLOYMENT AGREEMENT

 

                              EMPLOYMENT AGREEMENT

 

      EMPLOYMENT AGREEMENT (this "Agreement"), dated as of this 30th day of

December 2004 ("Effective Date"), by and among Pacific Magtron International

Corp., a Nevada corporation ("PMIC"), Encompass Group Affiliates, Inc., a

Delaware corporation ("Encompass"), and Advanced Communications Technologies,

Inc., a Florida corporation ("ACT"), and Hui Cynthia Lee, an individual whose

address is _______________________________ ("Executive"). For purposes hereof,

the terms PMIC, Encompass and ACT shall include each of their respective

subsidiaries and PMIC, Encompass and ACT shall be referred to collectively

herein as the ("Company").

 

                                   WITNESSETH

 

      WHEREAS, Executive presently serves as a Director and as Secretary of PMIC

and is a shareholder of PMIC;

 

      WHEREAS, ACT, Executive and certain other shareholders of PMIC have

entered into a Stock Purchase Agreement, pursuant to which ACT will purchase all

of the shares of common stock of PMIC owned by Executive and each such other

shareholder (the "Stock Purchase"); and

 

      WHEREAS, it is a condition to the Stock Purchase that Executive enter into

this Agreement with the Company effective as of the Effective Date.

 

      NOW, THEREFORE, in consideration of the mutual covenants and promises

herein contained, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:

 

      1. Employment. PMIC hereby employs Executive, and Executive hereby accepts

employment with PMIC, as Senior Vice President, or such other senior executive

position as may be determined by the Board of Directors of PMIC (the "Board")

from time to time during the Employment Period (as defined below). For purposes

of this Agreement, "senior executive position" shall mean a position of Vice

President or a more senior position.

 

      2. Term; Renewal. The term of this Agreement shall commence on the

Effective Date and expire on the second anniversary thereof (the "Employment

Period"), unless earlier terminated in accordance with its terms; provided,

however, that the Employment Period may, by written agreement between the

parties hereto, be extended for an additional one-year period.

 

      3. Employment and Duties.

 

            3.1 Duties and Responsibilities.

 

                  (a) Executive's area of responsibility during the Employment

Period shall be that of Senior Vice President of PMIC. Executive shall directly

report to the Chief Executive Officer of PMIC (the "PMIC CEO"), or such other

senior executive officer of ACT or Encompass, as determined from time to time by

the Board or the PMIC CEO. The services to be rendered by Executive pursuant to

this Agreement shall consist of such services as defined and directed by the

Board or the PMIC CEO.

 

 

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                  (b) During the Employment Period, Executive shall serve the

Company faithfully and to the best of her ability; shall devote her entire

working time, attention, energy and skill to her employment and the benefit and

business of the Company; and shall use her best efforts, skills and ability to

promote the Company's interests and to perform such duties as from time to time

may be reasonably assigned to her and are consistent with her titles and

positions with the Company.

 

                  (c) During the Employment Period, in addition to any other

duties or responsibilities the Company may give to Executive consistent with

Section 1, Executive shall subject to Section 3.2 below be required to sign, and

shall sign, all certifications and such other documents or instruments requested

by the Board, the Chief Executive Officer of ACT, the Chief Executive Officer of

Encompass, or the PMIC CEO in connection with PMIC's and/or ACT's obligations

under or to (i) the Securities and Exchange Commission, (ii) any exchange or

association on which the Company's shares of capital stock are listed, (iii) any

federal, state or local authority, and/or (iv) any other governmental,

quasi-governmental or non-governmental entity or organization (foreign or

domestic) that regulates or has authority over PMIC and/or ACT. In addition, in

the event Executive, in her current position or in any position Executive

accepts in the future, becomes obligated to sign certifications and such other

documents or instruments as may be required by the rules and regulations

promulgated by any of (i) through (iv) above, Executive shall, subject to

Section 3.2 below, sign all such certifications and other documents or

instruments as required thereby.

 

            3.2 Observance of Rules and Regulations. Executive agrees to observe

and comply with all applicable laws and regulations, as well as the rules and

regulations of the Company with respect to the performance of her duties.

 

      4. Compensation; Benefits and Expenses.

 

            4.1 Base Salary. As compensation for the services to be rendered

hereunder, during the Employment Period, the Company shall pay to Executive a

minimum annual base salary (the "Base Salary") of $120,000.00. The Base Salary

shall be payable in accordance with usual payroll practices of the Company.

Executive's Base Salary shall be reviewed annually by the Compensation Committee

of the Board (the "PMIC Compensation Committee") during the Employment Period

and may be increased, but not decreased, from time to time by the PMIC

Compensation Committee in its sole discretion.

 

            4.2 Bonus.

 

                  (a) Within thirty (30) days after the Effective Date,

Executive shall receive a signing bonus in the amount of $225,000.

 

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                  (b) Immediately following each fiscal year, PMIC shall set

aside for the payment of PMIC executive bonuses, an amount equal to ten percent

(10%) of net income of PMIC during such fiscal year (the "PMIC Bonus Pool"). For

each fiscal year or portion thereof after the Effective Date and during the

Employment Period, PMIC shall pay to Executive an annual performance bonus, in

cash, equal to a portion of the PMIC Bonus Pool, as determined by the PMIC

Compensation Committee, in its sole discretion (the "PMIC Performance Bonus").

 

For purposes hereof, "net income" shall mean, with respect to PMIC, for any

fiscal year, the net income (loss) of PMIC for such fiscal year, determined in

accordance with generally accepted accounting principles, consistently applied;

provided, however, that there shall be excluded from net income (a) the net

income (loss) of any person in which PMIC has a joint interest with a third

party, except to the extent such net income is actually paid to PMIC by dividend

or other distribution during such fiscal year, (b) the net income (or loss) of

any person accrued prior to the date it becomes a subsidiary of PMIC or is

merged into or becomes consolidated with PMIC or its assets are purchased by

PMIC, and (c) the net income (if positive) of any subsidiary of PMIC to the

extent that the declaration or payment of dividends or similar distributions of

such net income by such subsidiary (i) is not at that time permitted by

operation of the terms of its charter or any agreement, instrument, judgment,

decree, order statute, rule or governmental regulation or (ii) would be subject

to any taxes payable on such dividends or distributions.

 

                  (c) In addition to the PMIC Performance Bonus, Executive may

receive, and ACT may grant to Executive, restricted shares of common stock of

ACT, with a vesting schedule and other terms established by the Compensation

Committee of the Board of Directors of ACT (the "ACT Compensation Committee"),

in its sole discretion (the "Incentive Bonus").

 

                  (d) Executive acknowledges that the amount of the PMIC

Performance Bonus and the amount of the Incentive Bonus shall at all times be

determined by the PMIC Compensation Committee and the ACT Compensation

Committee, respectively, in their respective sole discretion. PMIC shall pay

each of the Performance Bonus and the Incentive Bonus to Executive within thirty

(30) days after the Company's audited results for the applicable fiscal year are

delivered to the Company.

 

            4.3 Earn-Out.

 

                  (a) Earn-Out Shares. In the event Pacific Magtron, Inc.

("PMI"), Pacific Magtron (GA), Inc. ("PMI-GA"), and LiveWarehouse, Inc. ("LW")

achieve the Milestones (as defined in Section 4.3 below) for any year during the

two (2) year period commencing January 1, 2005 and expiring December 31, 2006,

Executive shall have the right to receive on March 31 of the immediately

following calendar year, the applicable ratable portion of 33,333,333 shares of

restricted common stock of ACT (priced at $.01 per share, or $333,333 in the

aggregate), to be earned at the end of each such year at the rate of 50% for

 

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each year (the "Shares"); provided, that in the event the Milestones are not

achieved in any year, except as provided below, such ratable portion of Shares

shall be forfeited entirely, without any ability to re-earn such Shares in a

future year; provided further, that in the event Executive's employment with

PMIC is terminated for "cause" by PMIC (as contemplated by Section 6.1 of this

Agreement) prior to the expiration of the initial Employment Period, all of the

Shares earned or to be earned by Executive shall be forfeited. In the event that

Executive's employment with PMIC is terminated prior to the expiration of the

initial Employment Period for any reason other than "cause," Executive shall be

permitted to receive the Shares earned by her prior to such termination, but

shall in no event be entitled to receive Shares to be earned after the

Termination Date (as defined in Section 6.1 below). Notwithstanding the

foregoing, the number of Shares and the price per Share shall be adjusted

accordingly for stock splits, reverse stock splits and other recapitalizations

effected by ACT, so that Executive retains the right to receive, after

accounting for such adjustment, the same percentage of ACT's outstanding shares

of Common Stock as Executive would have had the right to receive had such

adjustment not been so effected.

 

Upon earning the Shares at the end of each year, if applicable, the Shares will

be placed in escrow with a mutually agreeable escrow agent to be held and

released in accordance with the terms of an escrow agreement in substantially

the form of Exhibit "A" hereto; provided, however, that in the event that the

employment of Executive is terminated by PMIC prior to the expiration of the

initial Employment Period without cause (as contemplated by Section 6.2 of this

Agreement), Executive terminates this Agreement for Good Reason (as contemplated

by Section 6.3 of this Agreement), or this Agreement is terminated due to

Executive's death or Disability (as defined below), Executive shall receive any

Shares earned by her no later than the later of (a) the immediately following

March 31 or (b) thirty (30) days after the Termination Date. Upon release from

escrow, the Shares will include piggyback registration rights, subject to

customary underwriters' cutbacks.

 

Upon receipt of the Shares, Executive will acquire the Shares for her own

account and not with a view to their distribution within the meaning of Section

2(11) of the Securities Act of 1933, as amended. Executive is an "accredited

investor," as such term is defined in Rule 501(a) promulgated pursuant to the

Securities Act of 1933, as amended. Executive acknowledges that Executive has

had the opportunity to ask questions of and receive answers from, or obtain

additional information from, the executive officers of the Company concerning

the financial and other affairs of the Company, and to the extent deemed

necessary in light of such personal knowledge of the Company's affairs,

Executive has asked such questions and received answers to the full satisfaction

of Executive. Executive understands that no United States federal or state

agency or any other government or governmental agency has passed on or made any

recommendation or endorsement of the Shares or the fairness of suitability of

the investment in the Shares nor have such authorities passed upon or endorsed

the merits of the offering of the Shares.

 

Notwithstanding the foregoing, in the event that the Milestones are not achieved

in a given year, the Board of Directors of ACT shall have the right, in its sole

and absolute discretion, to grant to Executive all or a portion of the Shares

that could have been earned by Executive during such year.

 

                  (b) Milestones. Revenue and EBITDA (earnings before interest,

depreciation, taxes and amortization) herein shall be defined according to

generally accepted accounting principles and no allocation from PMIC, ACT or

Encompass overhead shall be included in the calculation of EBITDA. The

Milestones for the combined Revenues and EBITDA of PMI, PMI-GA and LW are:

 

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           Calendar Year End         Revenues       EBITDA

           -----------------         --------       ------

           December 31, 2005         $70,000,000   $490,000

           December 31, 2006         $82,000,000   $738,000

 

      Notwithstanding anything contained herein to the contrary, the

determination of the Milestones shall be based on unaudited pro forma financial

statements of PMI, PMI-GA and LW, prepared by the management of PMIC and

approved by Executive, the Chief Executive Officer of ACT and the ACT

Compensation Committee.

 

            4.4 Other Benefits. Executive shall also be eligible to participate

in any life and health insurance programs and any incentive, savings and

retirement plans that the Company makes available to all of its executives of

similar seniority. Executive shall also be eligible to receive discretionary

performance based bonuses as approved and authorized by the ACT Compensation

Committee, including any incentive stock programs approved by ACT's

shareholders.

 

            4.5 Business Expenses. Executive will be reimbursed, in accordance

with the Company's expense reimbursement policy, for business expenses that have

been pre-approved by the Board or the PMIC CEO upon presentation of vouchers or

other documents reasonably necessary to verify the expenditures and sufficient,

in form and substance, to satisfy Internal Revenue Service requirements for such

expenses.

 

            4.6 Vacation. Executive shall be entitled to take up to four (4)

weeks of vacation per calendar year, which shall be taken in accordance with the

Company's vacation policy in effect from time to time for executives of

comparable seniority.

 

      5. No Competitive Activities; Confidentiality; Invention

 

            5.1 General Restriction. During the Employment Period and for a

period of two (2) years thereafter (the "Restricted Period"), Executive

covenants and agrees that, except on behalf of the Company, she will not,

directly or indirectly:

 

                  (a) Competing Business. Own, manage, operate, control,

participate in the ownership, management, operation or control of, be employed

by, or provide services as a consultant to, any individual or business that is

involved in business activities that are the same as, similar to or in

competition with, directly or indirectly, any business activities conducted, or

actively being planned, by Encompass and/or PMIC during the Restricted Period

anywhere in the United States and Canada (it being acknowledged that Encompass'

and/or PMIC's businesses are international in scope). The ownership of less than

one percent (1%) of the outstanding stock of any public corporation shall not be

deemed a violation of this provision.

 

                  (b) Soliciting Customers. Attempt in any manner to contact or

solicit any individual, firm, corporation or other entity (i) that is or has

been, a customer of Encompass and/or PMIC at any time during the Restricted

Period, (ii) to which a proposal has been made by Encompass and/or PMIC during

the Restricted Period or (iii) appearing on Encompass' and/or PMIC's new

business target list on the date of Executive's termination (as such list has

been prepared and maintained in accordance with Encompass' and/or PMIC's past

practice), for the purpose of providing services or products similar to the

services and products provided by Encompass and/or PMIC, or engaging in any

activity which could be, directly or indirectly, competitive with the business

of Encompass and/or PMIC.

 

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                  (c) Interfering with Other Relations. Persuade or attempt to

persuade any supplier, vendor, licensor or other entity or individual doing

business with Encompass and/or PMIC to discontinue or reduce its business with

Encompass and/or PMIC or otherwise interfere in any way with the business

relationships and activities of Encompass and/or PMIC.

 

                  (d) Employees. Attempt in any manner to solicit any

individual, who is at the time of such attempted solicitation, or was at any

time during the one (1) year period preceding the termination of Executive's

employment, an employee or consultant of Encompass and/or PMIC, to terminate his

or her employment or relationship with Encompass and/or PMIC, or engage such

individual, as an employee or consultant. Cooperate with any other person in

persuading, enticing or aiding, or attempting to persuade, entice or aid, any

employee of or consultant to Encompass and/or PMIC to terminate his or her

employment or business relationship with Encompass and/or PMIC, or to become

employed as an employee or retained as a consultant by any person other than

Encompass and/or PMIC.

 

In the event of a voluntary or involuntary filing under Chapter 7 of the United

States Bankruptcy Code by PMIC and Encompass that is not dismissed within ninety

(90) days, Executive shall no longer be bound by the restrictions contained in

this Section 5.1.

 

            5.2 Confidentiality Agreement. Executive shall not, either during

the Employment Period or at any time thereafter, use or disclose to any third

person any Confidential