Unassociated Document


    
      
        
          
            
              
                
                  
                    


                    EMPLOYMENT
                      AGREEMENT

                    


                    


                    This
                      Employment Agreement (this "Agreement") is made effective as
                      of April 28, 2006,
                      by and between Cavico Corp ("Cavico"), of 17011 Beach Blvd,
                      Suite 1230,
                      Huntington Beach, California, 92647 and Timothy Pham ("Tim").

                    


                    A.
                      Cavico
                      is engaged in the business of Construction. Tim 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 Tim.

                    


                    C.
                      Tim is
                      willing to be employed by Cavico.

                    


                    Therefore,
                      the parties agree as follows:

                    


                    1.
                      EMPLOYMENT.
                      Cavico
                      shall employ Tim as a(n) Vice President. Tim shall provide
                      to Cavico the
                      services described on the attached Exhibit A, which is made
                      a part of this
                      Agreement by this reference. Tim 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. Tim 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 Tim from time to
                      time by Cavico. 

                    


                    2.
                      BEST EFFORTS OF EMPLOYEE.
                      Tim
                      agrees to perform faithfully, industriously, and to the best
                      of Tim'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 Tim under this Agreement,
                      Cavico will
                      pay Tim an annual salary of $50,000.00 payable monthly on the
                      first day of each
                      month. Upon termination of this Agreement, payments under this
                      paragraph shall
                      cease; provided, however, that Tim shall be entitled to payments
                      for periods or
                      partial periods that occurred prior to the date of termination
                      and for which Tim
                      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 Tim for "out-of-pocket" expenses incurred by
                      Tim in accordance
                      with Cavico's policies in effect from time to time. 

                     

                    
                      
                        
                        

                      

                      
                        1

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

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

                    


                    6.
                      CONFIDENTIALITY.
                      Tim
                      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. Tim agrees that Tim 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.
                      Tim will protect the Information and treat it as strictly confidential.
                      A
                      violation by Tim 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 Tim has disclosed (or has threatened to disclose)
                      Information in
                      violation of this Agreement, Cavico shall be entitled to an
                      injunction to
                      restrain Tim 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 Tim'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 Tim was formerly
                      employed by or
                      connected with Cavico. 

                    


                    


                    9.
                      VACATION.
                      Tim
                      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 Tim, and
                      must be approved by Cavico. Requests for vacation shall be
                      submitted to Tim'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.

                     

                    
                      
                        
                        

                      

                      
                        2

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                    10.
                      SICK LEAVE. Tim
                      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
                      Tim'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 Tim 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. Tim
                      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
                      Tim's starting
                      date as the point of beginning. Personal leave benefits may
                      not be converted
                      into cash compensation. Tim'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 Tim 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. Tim
                      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.
                      Tim
                      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.

                    


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

                     

                    
                      
                        
                        

                      

                      
                        3

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                    14.
                      TERM/TERMINATION.
                      Tim'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 Tim upon 30 days written notice. If Tim is in violation
                      of this
                      Agreement, Cavico may terminate employment without notice and
                      with compensation
                      to Tim only to the date of such termination. The compensation
                      paid under this
                      Agreement shall be Tim's exclusive remedy. 

                    


                    15.
                      TERMINATION FOR DISABILITY.
                      Cavico
                      shall have the option to terminate this Agreement, if Tim 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 Tim.

                    


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

                    


                    17.
                      RETURN OF PROPERTY. Upon
                      termination of this Agreement, Tim 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 Tim's
                      possession or
                      under Tim's control. Such obligation shall be governed by any
                      separate
                      confidentiality or proprietary rights agreement signed by Tim.

                    


                    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

                    Bui
                      Quang
                      Ha

                    CEO
&
                      Chairman

                    17011
                      Beach Blvd, Suite 1230

                    Hungtington
                      Beach, California 92647 

                    


                    Employee:

                    


                    Timothy
                      Pham

                    


                    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.

                     

                    
                      
                        
                        

                      

                      
                        4

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                    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:

                       

                      
                        

                          
                            	
                                    
                                         
                                        

                                    

                                  	 	
                                    Date: 

                                  	
                                        


                                  	 
	
                                    
                                      Timothy
                                        Pham

                                    

                                  	 	 	 	 


                          

                        

                         

                        
                          
                            
                            

                          

                          
                            5

                            
                              

                            

                          

                          
                            
                            

                          

                           

                        

                      

                    

                    Final
                      Checklist for Employment Agreement

                    Employer:
                      Cavico Corp

                    Employee:
                      Timothy Pham

                    October
                      13, 2006

                    


                    Make
                      It Legal

                    


                    
                      	
                              _____

                            	
                              The
                                Employment Agreement should be signed and dated by
                                both parties. It
                                becomes effective as of the date inserted at the
                                beginning of the
                                Agreement.

                            


                    

                    


                    
                      	
                              _____

                            	
                              It
                                is advisable to sign two copies of the Agreement
                                so that each party will
                                have a copy with original
                                signatures.

                            


                    

                    


                    Copies

                    


                    Give
                      a
                      signed copy of the document to:

                    


                    
                      	 	
                              _____

                            	
                              Cavico
                                Corp

                            


                    

                    


                    
                      	 	
                              _____

                            	
                              Timothy
                                Pham

                            


                    

                    


                    When
                      to Consult a Lawyer

                    


                    
                      	
                              *

                            	
                              A
                                lawyer should be consulted regarding any unique issues
                                not addressed by
                                this program.

                            


                    

                    


                    Other
                      Information

                    


                    
                      	
                              *

                            	
                              This
                                document should not be used if the Employee is covered
                                by a collective
                                bargaining agreement, if the Employee is considered
                                to be a consultant, or
                                if the Employee is considered to be an independent
                                contractor.

                            


                    

                    


                    
                      	
                              *

                            	
                              This
                                document should be reviewed periodically to evaluate
                                whether circumstances
                                have changed enough to warrant changes to the Employment
                                Agreement.

                            


                    

                    


                    
                      	
                              *

                            	
                              It
                                is not necessary that the signatures be witnessed
                                or
                                notarized.

                            


                    

                    


                    
                      	
                              *

                            	
                              Original
                                copies should be kept in a fire-proof and secure
                                location.

                            


                    

                    


                    Reasons
                      to Update 

                    


                    
                      	
                              *

                            	
                              Change
                                or correct a term in the
                                Agreement.

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                6