Exhibit 10.1

             Amendment to Agreement between the Registrant and Dain L. Schult.



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                                    AMENDMENT

     THIS  AMENDMENT is made and entered into this 6th day of October,  2000, by
and between American Communications Enterprises, Inc., a Nevada corporation (the
"Company"), and Dain L. Schult (the "Employee").


                                    W I T N E S S E T H:
                                    - - - - - - - - - -


      WHEREAS,  the parties have executed an employment  agreement dated October
1, 1998, as amended on January 3, 2000 (the "Agreement"); and

      WHEREAS, the parties desire to amend the Agreement in certain respects.

      NOW,  THEREFORE,  notwithstanding  any  provision  of the  Agreement,  the
Employee  hereby  agrees  that  the  Agreement  is  hereby  terminated  and that
hereafter,  he  shall  be an  employee  at will of the  Company.  Simultaneously
herewith,  the Employee has executed a general  release,  releasing  the Company
from any liability  accruing prior to the date hereof.  In  consideration of the
agreement of the Employee to this Amendment,  the aforementioned release and the
cancellation of certain indebtedness of the Company to the Employee, the Company
hereby grants to the Employee  3,617,300  shares of the Company's  common stock,
which the parties agree shall be valued for this purpose at $0.11 per share. The
Employee  agrees that after the date  hereof,  he will  continue to provide such
assistance as the Company may reasonably request for purposes of compliance with
the securities laws and other laws applicable to the Company.

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

                                          -------------------------------
                                          Dain L. Schult

                                          American Communications
                                            Enterprises, Inc.


                                          By:____________________________





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