**Exhibit 10.20**

 

November 5, 2001 

 

Jonathan Corn

15061 Paso Del Sol

Del Mar, Ca. 92014

 

Re: Employment Agreement

 

GENERAL COUNSEL EMPLOYMENTAGREEMENT

 

TITLE AND DUTIES:

 

As General Counsel for National RV Holdings yourprimary function is to identify areas of liability within the organization andmake recommendations for their resolution. Understanding that a variety ofother assignments will be given to you, you agree to always provide direction, whilenever compromising the best interest of the Company.

 

COMPENSATION:

 

Refer to Offer of Employment letter forcompensation and benefits offered.

 

OUTSIDE EMPLOYMENT AN COMPETITIVE ACTIVITIES:

 

During your employment with National RV Inc.you agree that you will not directly or indirectly, either as an employee, employer,agent, principal, partner, stockholder, corporate officer, director or in anyother individual or representative capacity, perform services for any otherindividual or business for compensation, or engage in any other business oroutside activity that would interfere with the performance of your duties asassigned, without the written permission of your supervisor.

 

USE OF COMPANY PROPERTY:

 

I acknowledge that I will be furnished with NationalRV Inc. property/equipment for my use during employment with National RV Inc.

 

I understand I will be responsible to keepthe equipment in good condition. I further understand that I am to use thecompany provided property/equipment for National RV business purposes only.

 

If for any reason I terminate my employment ofNational RV Inc., I will return all Company property/equipment upon thetermination of my employment in good condition or the cost will be deducted frommy final paycheck. No deductions will be made for normal wear and tear.

 

OWNERSHIP OF RECORDS

 

In the course of your employment, you willhave access to confidential records and data pertaining to the Company’s (NRV) customersand to the relationship between these customers and the Company. Such informationis considered confidential and is disclosed to you in confidence. During your employmentby the company and for a period of one (1) year after termination of

 

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that employment, you agree that you will not directly or indirectlydisclose or use any such information except as required in the course of your employmentwith the Company. In addition, you agree that for a period of one (1) yearafter the termination of your employment with the Company, you will not induceor attempt to induce any employee of the Company to discontinue representing theCompany for the purpose of representing any competitor of the Company.

 

You agree that all records relating in any mannerto the Company’s customers, whether prepared by you or otherwise, is exclusive propertyof the Company and shall be immediately returned to the Company upon terminationof employment.

 

ADHERENCE TO COMPANY RULES:

 

You agree that you will strictly adhere toall the rules and regulations now in effect, or which may later beimplemented or modified.

 

ARBITRATION AGREEMENT:

 

By accepting this employment offer and enteringinto this employment agreement, you and the Company agree that any legal or equitableclaims or disputes arising out of or in connection with the employment will besettled by binding arbitration. This agreement applies to the following allegations,disputes and claims for relief, but is not limited to those listed: wrongful dischargeunder statutory law and common law; employment discrimination based on federal,state or local statute, ordinance or governmental regulations; (including toalleged discrimination on the basis of race, color, religion, sex, sexualorientation, pregnancy, age, disability, national origin, marital status, ancestry,medical condition and/or veteran status), retaliatory discharge or otheraction; compensation disputes; tortious conduct; contractual violations (althoughno contractual relationship, other than at-will employment and this agreement toabrbitrate, is hereby created); ERISA violations; and other statutory andcommon law claims and disputes, regardless of whether the statute was enactedor whether the common law doctrine was recognized at the time this agreementwas signed.

 

The arbitration proceedings shall beconducted in Riverside, California in accordance with the arbitration provisionset out in California Code of Civil Procedure section 1280, et seg. Ineffect at the time a demand for arbitration is made. You are entitled to representationby an attorney throughout the proceedings at your own expense.

 

The employer shall pay all costs associatedwith the Arbitration including the Arbitrator’s fee and costs associated with thefacilities for the Arbitration, other than attorney’s fees and costs discussed previously.The Employer is solely responsible for these costs, whether it wins or losesand the Arbitrator shall not apportion these costs.

 

One Arbitrator shall be used and shall bechosen by mutual agreement of the parties from the list of arbitrators suppliedby the Judicial Arbitration and Mediation Services (JAMS). If within thirtydays after the employee notifies the employer of an arbitrable dispute, noarbitrator has been chosen, an arbitrator shall be chosen in accordance withthe provisions of Code of Civil Procedure section 1281.6. The arbitrator shallcoordinate and limit as appropriate all prearbitral discovery, which shallinclude document production, information requests and depositions. The arbitratorshall issue a written decision and award, stating the reasons therefor. Thedecision and award shall be exclusive, final and binding on both parties, theirheirs, executors, administrators,

 

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successors and assigns. The costs and expenses of the arbitration shallbe borne evenly by the parties.

 

You understand that by signing this agreement,you and the Company are agreeing to substitute one legitimate disputeresolution forum (arbitration) for another (litigation) and thereby are waivingthe right to have these disputes resolved in court. This substitution involvesno surrender of any substantive statutory or common law benefit, protection ordefense.

 

The parties agree that this is not intendedto add to, create, or imply any contractual or other right of employment. Theparties’ employment relationship is at-will and no other inference is to bedrawn from this agreement.

 

TERMS AND TERMINATION:

 

Your employment is Employment At-Will. Youhave the right to terminate your employment at any time, with or without causeor reason and with or without notice. We also have the right to terminate youremployment at any time with or without cause or reason or with or without notice.No other person other than the president may change this at-will employment relationshipand such a change must be made in writing.

 

We retain the right to reassign you to a differentposition, which may include changes commensurate to the position, with orwithout notice and change your job duties to meet our business needs.

 

This offer is contingent on the completion ofreference checks and verifications of employment information. In this regard, werequired that the references are generally positive in content and characterand verifications accurate.

 

ENTIRE AGREEMENT:

 

This agreement supersedes all other agreements,oral or written, between you and the Company. This offer is the entire offer toyou. There are no other express or implied promises, representations orcontracts being offered to you.

 

ACCEPTANCE:

 

Please initial all pages reviewed andsign / date the last page in the space provided below and return it in theself-addressed envelope provided.

 

I acknowledge that I have read, understand and agree with these termsas stated.

 
| Johathan Corn     |   |     |
|-------------------|--------|----------|
| Print Name        |   |
|              |   |
| /S/ Jonathan Corn |   | 11/14/01 |   |
| Signature         | Date   |
|                   |        |          |  |  |

 

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