EMPLOYEE PARTIAL SETTLEMENT AGREEMENT

                                                                 ES/RA20102004-4


     This Employee Partial Settlement Agreement (hereafter the "AGREEMENT") is
entered into this 28th day of October 2004 by and between:


               Robert J. Scott, 954 Business Park Dr., Suite #2, Traverse City,
               MI. 49686


And

Viva International, Inc. a Delaware publicly traded company (OTC-BB, VIVI) with
offices at 954 Business Park Drive, Traverse City, Michigan 49686 and Miami,
Florida 33130, (hereafter the "COMPANY").

WHEREAS, EMPLOYEE is presently an employee of the COMPANY, with duties having
been properly and satisfactory preformed during the employment period between
January 15, 2003 and September 30, 2004, said duties including but not limited
to (describe):

Chairman of the Board, Immediate Past President and Chief Executive Officer,
Chief Financial Officer, Corporate Secretary and Treasurer.

AND WHEREAS, The COMPANY acknowledges the EMPLOYEE is owed and entitled to
compensation for past services. The COMPANY and the EMPLOYEE wish to amicably
resolve, in part, claims the EMPLOYEE has against the COMPANY.


EMPLOYEE and COMPANY acknowledge that the type and amount of payment to EMPLOYEE
under this AGREEMENT is being made for the sole purpose of partial satisfaction
and will satisfy the claim only to the amount equal to and as reflected in the
applicable S-8 registration statement. Accordingly, the strike price as stated
below in b. will be used in the S-8 registration statement and the claim will be
reduced on the COMPANY'S books and records by the total number of shares issued
to the EMPLOYEE multiplied by the share value as used in the registration
statement.

a.       this AGREEMENT is acknowledged as a partial settlement and does not
         satisfy the total amount due and owing for the period stated above,
b.       the strike price of the stock shall be that of the stock quoted on the
         OTC-BB as of the close of business, 04:00 PM, New York, New York USA,
         the date this Agreement is executed,
c.       this agreement is executed on behalf of the COMPANY and has been
         authorized by a resolution of the COMPANY'S Board of Directors,
d.       an Attorney's Letter is issued in support of the terms and the
         AGREEMENT and in satisfaction of all documentation requirements thereto
         and prepares appropriate SEC registration without qualification,
e.       an Accountants Letter or Approval as may be customary is issued in
         support of the S-8 registration filing,
f.       the SEC S-8 Registration is formally requested by the COMPANY to be
         prepared by the outside counsel normally used for SEC matters and that
         this is done on or before October 29, 2004,
g.       instructions to issue stock in accordance with the SEC S-8 registration
         statement are to be directed to the COMPANY'S Transfer Agent on the
         first business day following acceptance of the S-8 registration by the
         SEC. Upon issuance, the Transfer Agent will forward the common stock
         certificates directly to the employee unless the employee directs
         otherwise in writing to the COMPANY'S Chairman/Secretary.
h.       EMPLOYEE agrees to be bound by any restriction, limitation and/or
         reporting requirement that may result from acceptance of S-8 stock
         pursuant to agreement. EMPLOYEE further agrees and accepts the
         responsibility without limitation for any resulting federal or state
         income tax that may result from acceptance of S-8 stock and holds the
         COMPANY harmless from these tax liabilities.

The parties represent that they have been advised by their respective counsel,
are competent to enter into, fully understand the terms and consequences, and do
knowingly and voluntarily enter into the AGREEMENT.


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THEREFORE; based on the recitals above, the parties agree as follows:


                                      Terms

1.   Payment. On or before fifteen (15) calendar days from the date of
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     execution of this AGREEMENT or the 10th day of November 2004 which ever
     comes first, and in consideration for the promises and covenants contained
     herein, the COMPANY will cause to be transferred and delivered free of any
     fees, charges and encumbrances except that of any state or federal taxes to
     EMPLOYEE or EMPLOYEE'S designated representative in the United States, free
     trading common stock in the amount of one million shares (1,000,000). Said
     stock shall be subject to the terms and conditions as stated herein this
     AGREEMENT, filing requirements, and all SEC Rules and Regulations. EMPLOYEE
     agrees to acknowledge and accept said stock in partial settlement of past
     due wages for the period first stated above and subject to the terms and
     conditions stated herein the AGREEMENT.

2.   Tax. Any and all appropriate State and Federal government taxes together
     ---
     with any withholding shall be responsibility of the EMPLOYEE, and the
     EMPLOYEE agrees to indemnify and hold harmless the COMPANY for any claim
     for such by any governmental authority.

3.   Obligations under Securities Laws to prevent "Insider" Trading. Obligations
     --------------------------------------------------------------
     under the Securities and Exchange Commission, (SEC), rules and regulations
     and U.S. securities laws apply to everyone. In the normal course of
     business, officers, directors, employees, agents, contractors, consultants
     and anyone doing business with the COMPANY may come into possession of
     significant, unpublished price sensitive information. This information is
     the property of the COMPANY and the EMPLOYEE has been entrusted with it.
     EMPLOYEE agrees not to profit from it by buying or selling securities
     himself, or passing on the information to others to enable them to profit
     or for them to profit on your behalf. The purpose of this policy is both to
     inform EMPLOYEE of EMPLOYEE'S legal responsibilities and to make clear to
     EMPLOYEE that the misuse of unpublished price sensitive information is
     contrary to COMPANY policy and SEC Rules and Regulations & U.S. securities
     laws. Insider trading is a crime, penalized by fines and jail for
     individuals under both SEC Rules and Regulations and U.S. laws. Insider
     traders must also disclose any profits made, and are often subjected to an
     injunction against future violations. Finally, insider traders may be
     subjected to civil liability in private lawsuits. Employers and other
     controlling persons (including supervisory personnel) are also at risk
     under SEC/U.S. securities laws if they recklessly fail to take preventive
     steps to control insider trading.

4.   Prohibition against "Short Selling" of Company Stock. EMPLOYEE agrees not
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     to, directly or indirectly, and or cause, the selling of any equity
     security, including derivatives, of the Company if he or she (1) does not
     own the security sold, or (2) if he or she owns the security, does not
     deliver it against such sale. No COMPANY director, officer or other
     employee, agent, contractor or any party doing business or having a
     business or contractual relationship with COMPANY may engage in short
     sales. A short sale, as defined in this policy, means any transaction
     whereby one may benefit from a decline in the Company's stock price in a
     short period of time.


5.   Non-Disclosure. EMPLOYEE represents that they have not disclosed the terms
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     of this AGREEMENT to anyone other than EMPLOYEE'S spouse. EMPLOYEE, and
     EMPLOYEE'S spouse agree to keep the terms of the AGREEMENT, including the
     fact that a payment was made to EMPLOYEE and the amount of such payment,
     strictly confidential and, unless required by law, will not disclose such
     information without the prior written permission of the COMPANY to anyone
     except tax advisors, if any, but only after informing those persons that
     they too must keep the information confidential.


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6.   Statements and Breach. EMPLOYEE, and EMPLOYEE'S spouse may state only that
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     "the matter has been resolved" or words to that effect, but will not
     otherwise disclose any information about this AGREEMENT or its terms.
     Because a breach of this confidentiality paragraph would cause COMPANY
     damages that are impracticable or too difficult to fix, in the event of
     such a breach, EMPLOYEE shall be liable to COMPANY for liquidated damages
     in the amount not to exceed $50,000.00 for each breach, plus any attorneys'
     fees and costs owed pursuant to Section 13 herein and any equitable relief.

7.   No Disparagement. EMPLOYEE agrees not to disparage COMPANY or any of its
     ----------------
     officers, employees, agents or representatives and will not knowingly say
     or do anything that would have an adverse impact on COMPANY.

8.   Further Documents. Each party agrees to execute or cause their counsel to
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     execute any additional documents and take any further action which may
     reasonably be required in order to consummate this AGREEMENT or otherwise
     fulfill the obligations of the parties thereunder. The parties hereto this
     AGREEMENT agree to modify and execute any changes necessary to correct any
     errors clerical and or verbiage which may cloud and or misdirect the intent
     of this AGREEMENT.

9.   Dispute. Should a dispute arise concerning this AGREEMENT or its
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     performance, such dispute shall be resolved by binding arbitration
     administered by the American Arbitration Association under its commercial
     dispute resolution rules. If arbitration is initiated, the arbitration
     shall be held in Miami, Florida. Each party shall bear the cost of their
     representation regardless of the arbitrated decision.

10.  Construction. This AGREEMENT shall be construed and enforced in accordance
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     with the laws of the State of Michigan.

11.  Integration. This AGREEMENT constitutes an integration of the entire
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     understanding and agreement of the parties with respect to the matters
     referred to in this AGREEMENT. Any representation, warranty, promise or
     condition, whether written or oral, between the parties with respect to the
     matters referred to in this AGREEMENT which is not specifically
     incorporated in this AGREEMENT shall not be binding upon any of the parties
     hereto and the parties acknowledge that they have not relied, in entering
     into this AGREEMENT, upon any representations, warranties, promises or
     conditions not specifically set forth in this AGREEMENT. No prior or
     contemporaneous oral or written understanding, covenant, or agreement
     between the parties, with respect to the employment period described herein
     nor matters referred to in this AGREEMENT, shall survive the execution of
     this AGREEMENT. Each party hereto assumes the risk of misrepresentation,
     concealment or mistake, and if any party should subsequently discover that
     any fact relied upon in entering into this AGREEMENT was untrue, or that
     any fact was concealed from it, or that its understanding of the facts or
     law was incorrect, it shall not be entitled to set aside this AGREEMENT by
     reason thereof. This AGREEMENT may be modified only by a written agreement
     executed by both parties hereto.

12.  Binding Agreement. The parties understand and expressly agree that this
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     AGREEMENT shall bind and benefit (as applicable) the heirs, employees,
     owners, officers, shareholders, directors, subsidiaries, spouses,
     affiliates, successors, predecessors, agents, witnesses, attorneys,
     representatives, and assigns of the COMPANY and EMPLOYEE.




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13.  Counterparts. This AGREEMENT may be executed in counterparts, and each
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     counterpart shall have the same force and effect as an original and shall
     constitute an effective, binding agreement on the part of each of the
     undersigned.

14.  Assignment. This AGREEMENT may not be assigned by the Employee or the
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     Company without the prior written consent of the other Party.
     Notwithstanding the foregoing, this AGREEMENT may be assigned by the
     COMPANY to a corporation controlling, controlled by or under common control
     with the COMPANY without the consent of the EMPLOYEE.


The Parties hereto acknowledge and execute this Partial Settlement Agreement as
of the date first set forth above by placing their hand and seal below:




Dated:
                        /s/ Syed A. Hasan, Chief Executive Officer
                        -------------------------------------------
                        for Viva International, Inc.  Per Corporate Resolution
                        dated  10.28.2204.


Dated:
                        /s/  Robert Scott  - ROBERT J. SCOTT
                        -------------------------------------
                        (Employee Signature and Print Name)


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