Unassociated Document


    
      
        
          
            
              


              EMPLOYMENT
                AGREEMENT

              


              


              This
                Employment Agreement (this "Agreement") is made effective as of January
                08,
                2007, by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd,
                Suite 1230,
                Huntington Beach, California, 92647 and Hieu Van Phan ("Hieu").

              


              A.
                Cavico
                is engaged in the business of Construction. Hieu will primarily perform
                the job
                duties at the following location: 17011 Beach Blvd, Suite 1230, Huntington
                Beach, California.

              


              B.
                Cavico
                desires to have the services of Hieu.

              


              C.
                Hieu
                is willing to be employed by Cavico.

              


              Therefore,
                the parties agree as follows:

              


              1.
                EMPLOYMENT.
                Cavico
                shall employ Hieu as a(n) Vice President. Mr Hieu shall provide to
                Cavico the
                service as the direct manager in Cavico Viet Nam, which is a subsidiary
                of
                Cavico Corporation. Hieu accepts and agrees to such employment, and
                agrees to be
                subject to the general supervision, advice and direction of Cavico
                and Cavico's
                supervisory personnel. Hieu shall also perform (i) such other duties
                as are
                customarily performed by an employee in a similar position, and (ii)
                such other
                and unrelated services and duties as may be assigned to Hieu from
                time to time
                by Cavico. 

              


              2.
                BEST EFFORTS OF EMPLOYEE.
                Hieu
                agrees to perform faithfully, industriously, and to the best of Hieu's
                ability,
                experience, and talents, all of the duties that may be required by
                the express
                and implicit terms of this Agreement, to the reasonable satisfaction
                of Cavico.
                Such duties shall be provided at such place(s) as the needs, business,
                or
                opportunities of Cavico may require from time to time. 

              


              3.
                COMPENSATION OF EMPLOYEE.
                As
                compensation for the services provided by Hieu under this Agreement, Mr
                Hieu
                will receive salary from Cavico Viet Nam and will be paid on the
                first day of
                each month. Upon termination of this Agreement, payments under this
                paragraph
                shall cease; provided, however, that Hieu shall be entitled to payments
                for
                periods or partial periods that occurred prior to the date of termination
                and
                for which Hieu has not yet been paid, and for any commission earned
                in
                accordance with Cavico's customary procedures, if applicable. Accrued
                vacation
                will be paid in accordance with state law and Cavico's customary
                procedures.
                This section of the Agreement is included only for accounting and
                payroll
                purposes and should not be construed as establishing a minimum or
                definite term
                of employment. 

              


              4.
                EXPENSE REIMBURSEMENT. Cavico
                will reimburse Hieu for "out-of-pocket" expenses incurred by Hieu
                in accordance
                with Cavico's policies in effect from time to time. 

               

              
                
                  
                  

                

                
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              5.
                RECOMMENDATIONS FOR IMPROVING OPERATIONS.
                Hieu
                shall provide Cavico with all information, suggestions, and recommendations
                regarding Cavico's business, of which Hieu has knowledge, that will
                be of
                benefit to Cavico.

              


              6.
                CONFIDENTIALITY.
                Hieu
                recognizes that Cavico has and will have information regarding the
                following:

              -
                inventions

              -
                products

              -
                product
                design

              -
                processes

              -
                technical matters

              -
                trade
                secrets

              -
                copyrights

              -
                customer lists

              -
                prices

              -
                costs

              -
                discounts

              -
                business affairs

              -
                future
                plans

              and
                other
                vital information items (collectively, "Information") which are valuable,
                special and unique assets of Cavico. Hieu agrees that Hieu will not
                at any time
                or in any manner, either directly or indirectly, divulge, disclose,
                or
                communicate any Information to any third party without the prior
                written consent
                of Cavico. Hieu will protect the Information and treat it as strictly
                confidential. A violation by Hieu of this paragraph shall be a material
                violation of this Agreement and will justify legal and/or equitable
                relief.


              


              7. UNAUTHORIZED
                DISCLOSURE OF INFORMATION.
                If it
                appears that Hieu has disclosed (or has threatened to disclose) Information
                in
                violation of this Agreement, Cavico shall be entitled to an injunction
                to
                restrain Hieu from disclosing, in whole or in part, such Information,
                or from
                providing any services to any party to whom such Information has
                been disclosed
                or may be disclosed. Cavico shall not be prohibited by this provision
                from
                pursuing other remedies, including a claim for losses and damages.


              


              8. CONFIDENTIALITY
                AFTER TERMINATION OF EMPLOYMENT.
                The
                confidentiality provisions of this Agreement shall remain in full
                force and
                effect for a 1 year period after the termination of Hieu's employment.
                During
                such 1 year period, neither party shall make or permit the making
                of any public
                announcement or statement of any kind that Hieu was formerly employed
                by or
                connected with Cavico. 

              


              


              9.
                VACATION.
                Hieu
                shall be entitled to 14 of paid vacation for each completed year
                of employment.
                Such vacation must be taken at a time mutually convenient to Cavico
                and Hieu,
                and must be approved by Cavico. Requests for vacation shall be submitted
                to
                Hieu's immediate supervisor 14 days in advance of the requested beginning
                date.


              


              The
                provisions of this Vacation section are subject to change in accordance
                with
                Cavico policies in effect from time to time.

               

              
                
                  
                  

                

                
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              10.
                SICK LEAVE. Hieu
                shall be entitled to 6 day(s) paid time, due to illness or for personal
                business, for each year of employment, with the year to be measured
                using Hieu's
                starting date as the point of beginning. Unused sick leave benefits
                as of
                December 31 of each year may be converted into cash compensation
                at a rate of
                $25.00 per hour. Sick leave may be accumulated from year to year
                up to a total
                of 6 days; excess amounts shall be forfeited. 

              


              All
                requests for sick days off shall be made by Hieu in accordance with
                Cavico
                policies in effect from time to time. 

              


              The
                provisions of this Sick Leave section are subject to change in accordance
                with
                Cavico policies in effect from time to time.

              


              11.
                PERSONAL LEAVE. Hieu
                shall be entitled to 6 day(s) unpaid time, for personal business
                or due to
                illness, for each year of employment, with the year to be measured
                using Hieu's
                starting date as the point of beginning.Personal leave benefits may
                not be
                converted into cash compensation. Hieu's rights to unused personal
                leave
                benefits shall be forfeited upon termination of employment. Personal
                leave may
                not be accumulated from year to year; unused benefits shall be forfeited.
                

              


              All
                requests for personal days off shall be made by Hieu in accordance
                with Cavico
                policies in effect from time to time.

              


              The
                provisions of this Personal Leave section are subject to change in
                accordance
                with Cavico policies in effect from time to time.

              


              12.
                HOLIDAYS. Hieu
                shall be entitled to the following holidays with pay during each
                calendar year:


              -
                New
                Year's Day

              -
                Memorial Day

              -
                4th of
                July

              -
                Labor
                Day

              -
                Thanksgiving Day

              -
                Christmas Day

              


              The
                provisions of this Holidays section are subject to change in accordance
                with
                Cavico policies in effect from time to time.

              


              13.
                INSURANCE BENEFITS.
                Hieu
                shall be entitled to insurance benefits, in accordance with Cavico's
                applicable
                insurance contract(s) and policies, and applicable state law. These
                benefits
                shall include:

              -
                health
                insurance

              -
                disability insurance

              -
                life
                insurance

              


              The
                provisions of this Insurance Benefits section are subject to change
                in
                accordance with Cavico policies in effect from time to time.

              


              Hieu
                shall be able to participate in Cavico's pension plan in accordance
                with the
                plan's terms and the requirements of law. 

               

              
                
                  
                  

                

                
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              14.
                TERM/TERMINATION.
                Hieu's
                employment under this Agreement shall be for an unspecified term
                on an "at will"
                basis. This Agreement may be terminated by Cavico upon 30 days written
                notice,
                and by Hieu upon 30 days written notice. If Hieu is in violation
                of this
                Agreement, Cavico may terminate employment without notice and with
                compensation
                to Hieu only to the date of such termination. The compensation paid
                under this
                Agreement shall be Hieu's exclusive remedy. 

              


              15.
                TERMINATION FOR DISABILITY.
                Cavico
                shall have the option to terminate this Agreement, if Hieu becomes
                permanently
                disabled and is no longer able to perform the essential functions
                of the
                position with reasonable accommodation. Cavico shall exercise this
                option by
                giving 30 days written notice to Hieu.

              


              16.
                COMPLIANCE WITH EMPLOYER'S RULES.
                Hieu
                agrees to comply with all of the rules and regulations of Cavico.

              


              17.
                RETURN OF PROPERTY. Upon
                termination of this Agreement, Hieu shall deliver to Cavico all property
                which
                is Cavico's property or related to Cavico's business (including keys,
                records,
                notes, data, memoranda, models, and equipment) that is in Hieu's
                possession or
                under Hieu's control. Such obligation shall be governed by any separate
                confidentiality or proprietary rights agreement signed by Hieu.

              


              18.
                NOTICES. All
                notices required or permitted under this Agreement shall be in writing
                and shall
                be deemed delivered when delivered in person or on the third day
                after being
                deposited in the United States mail, postage paid, addressed as
                follows:

              


              


              Employer:

              


              Cavico
                Corp

              Ha
                Quang
                Bui

              CEO
&
                Chairman

              17011
                Beach Blvd, Suite 1230

              Hieutington
                Beach, California 92647 

              


              Employee:

              


              Hieu
                Van
                Phan

              


              Such
                addresses may be changed from time to time by either party by providing
                written
                notice in the manner set forth above.

              


              19.
                ENTIRE AGREEMENT. This
                Agreement contains the entire agreement of the parties and there
                are no other
                promises or conditions in any other agreement whether oral or written.
                This
                Agreement supersedes any prior written or oral agreements between
                the
                parties.

              


              20.
                AMENDMENT. This
                Agreement may be modified or amended, if the amendment is made in
                writing and is
                signed by both parties.

               

              
                
                  
                  

                

                
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              21.
                SEVERABILITY. If
                any
                provisions of this Agreement shall be held to be invalid or unenforceable
                for
                any reason, the remaining provisions shall continue to be valid and
                enforceable.
                If a court finds that any provision of this Agreement is invalid
                or
                unenforceable, but that by limiting such provision it would become
                valid or
                enforceable, then such provision shall be deemed to be written, construed,
                and
                enforced as so limited.

              


              22.
                WAIVER OF CONTRACTUAL RIGHT. The
                failure of either party to enforce any provision of this Agreement
                shall not be
                construed as a waiver or limitation of that party's right to subsequently
                enforce and compel strict compliance with every provision of this
                Agreement.

              


              23.
                APPLICABLE LAW. This
                Agreement shall be governed by the laws of the State of California.

               

            

            


            EMPLOYER:

            Cavico
              Corp

          

        

      

      


      

        
          	
                  By: 
                    

                	
                  
                    /s/
                      Ha Quang Bui

                  

                	 	
                  Date: 

                	
                    


                	 
	
                   

                	
                  Ha
                    Quang Bui

                	 	 	 	 
	
                   

                	
                  CEO
                    & Chairman

                	 	 	 	 


        

      

      


      


      AGREED
        TO AND ACCEPTED.

      


      EMPLOYEE:

       

      
        

          
            	
                    
                      /s/
                        Hieu
                        Van Phan

                    

                  	 	
                    Date: 

                  	
                        


                  	 
	
                    
                      Hieu
                        Van Phan

                    

                  	 	 	 	 


          

        

         

        
          
            
            

          

          
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