This Employment Agreement ("Agreement") is entered into as of the 15th day of February, 1996, by and
between Reddi Brake Supply Corporation, a Nevada corporation ("Employer"), and S. Gerald Birin
("Employee"), with reference to the following facts:
A. Employee wishes to be employed by Employer.
B. Employer and Employee wish to enter into this Agreement to assure Employer of the services of Employee
and to set forth the rights and duties of the parties.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth
herein, the parties agree as follows:
1.1 Employer hereby employs Employee, and Employee hereby accepts and agrees to employment, on the terms
and conditions set forth herein.
1.2 Employee shall serve as the Executive Vice President and Chief Financial Officer of Employer and its wholly-
owned subsidiary, Reddi Brake Supply Company, Inc., a California corporation, and any other corporation or
other entity which is in control of or controlled by or under common control with Employer, whether or not
Employee is directly employed by such other corporation or entity (collectively the "Affiliates"). In such capacity,
Employee shall have such authority and power to perform, and shall be responsible for performing, all duties that
are customary for an officer holding such office, and shall have such other authority and perform such other duties
as may be reasonably assigned by the President or Board of Directors of Employer. Without limiting the
generality of the foregoing, Employee shall be responsible, subject only to the direction of the President and the
Board of Directors of Employer, for management of the financial, accounting, human resource and other
administrative functions of Employer and the Affiliates, including regular consultation with and supervision of other
officers and employees. Employee agrees to observe and comply with the reasonable written rules and
regulations of Employer