mstf10_3.htm


    Exhibit
      10.3

     

    EMPLOYMENT
      AGREEMENT

    


    


    THIS
      EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of July 1, 2007 to be
      effective as of the date services were first rendered, by Monarch Staffing,
      Inc., a Nevada corporation (the “Company”) and Quang X. Pham (the
“Executive”).

    


    WHEREAS,
      the Company desires to retain the services of Executive and the Executive
      desires to render such services on the terms and conditions set forth
      herein;

    


    NOW,
      THEREFORE, in consideration of the mutual promises contained herein, the receipt
      and sufficiency of which is hereby acknowledged, the parties agree as
      follows:

    


    1.           Employment
      Term.  The Company employs the Executive and the Executive
      accepts employment by the Company for one year, upon the terms and subject
      to
      the conditions set forth in this Agreement.  Employment may be sooner
      terminated under other terms of this Agreement.  The period of the
      Executive’s employment by the Company hereunder is referred to herein as the
“Employment Term”.

    


    2.           Responsibilities
      and Reporting.  The Executive shall devote the Executive's
      time, efforts, attention and skill to, and shall perform faithfully, loyally
      and
      efficiently the Executive's duties as the President and Chief Operating Officer
      of the Company (for the period from July 1 through August 31, 2007) and as
      the
      Chief Executive Officer of the Company (from and after September 1,
      2007).  Executive shall have such responsibilities and duties as may,
      from time to time, be designated by the Company.  The Executive shall report
      to the
      Company’s Board of Directors.  Further, the Executive will punctually
      and faithfully perform and observe all rules and regulations which the Company
      may now or shall hereafter reasonably establish governing the Executive's
      conduct and the conduct of the Company's business which are consistent with
      this
      Agreement.  Executive further agrees that Executive will devote all of
      Executive’s business time and attention to the business of the Company, except
      that Executive may engage in a reasonable amount of related and complementary
      activities in operation of his company Sanspar, Inc.; provided that such
      activities are consistent with Executive’s position with the Company and do not
      interfere with Executive’s duties to the Company.  Executive will not
      render commercial or professional services of any nature to any other person
      or
      organization, whether or not for compensation, without the prior written consent
      of the Board of Directors.

    


    3.           Compensation;
      Benefits.  In consideration of the services rendered to the
      Company by the Executive, the Company shall provide the Executive with the
      following compensation and benefits during the Employment Term:

    


    (a)  Salary.

    


    (i)  The
      Company will pay the
      Executive a salary at the annual rate of $160,000 (the “Salary”).  The
      Company will evaluate the Executive’s performance six months following the date
      hereof and will consider whether an adjustment in the Salary is
      appropriate.  Thereafter, performance appraisals and Salary
      adjustments will occur on each anniversary date of hire.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)  The
      Salary shall be payable in accordance with the normal payroll practices of
      the
      Company then in effect.  The Salary, and all other forms of
      compensation paid to the Executive hereunder, shall be subject to all applicable
      taxes required to be withheld by the Company pursuant to federal, state or
      local
      law.  The Executive shall be solely responsible for income taxes
      imposed on the Executive by reasons of any cash or non-cash compensation and
      benefits provided by this Agreement.

    


    (b)  Bonus.  The
      Company will pay the Executive a quarterly bonus (the “Bonus”) equal to the
      excess, if any, of (x) 10% of EBITDA (as defined below) from the date hereof
      through the end of such fiscal quarter, over (y) the cumulative amount of Bonus
      that has been paid to Executive pursuant to this Section 3(b) for prior
      periods.  The Bonus will be payable within 45 days following the end
      of each fiscal quarter.   “EBITDA” means the earnings before
      interest, taxes, depreciation and amortization of the Company, as determined
      by
      Company (calculated to include revenue from only normal business operations
      and
      to exclude any extraordinary or nonrecurring income items).

    


    (c)  Options.  The
      Company will grant to Executive an option to purchase a number of shares of
      the
      Company’s common stock equal to 8% of the number of currently outstanding shares
      of common stock.  The exercise price of such option will
      be:  (i) $0.25/share (with respect to 25% of the shares), (ii)
      $0.50/share (with respect to 25% of the shares), (iii) $0.75/share (with respect
      to 25% of the shares), and (iv) $1.00/share (with respect to 25% of the
      shares).  The option will vest 20% upon grant, and thereafter equally
      per quarter over the next succeeding eight quarters, and, so long as you
      continue to be employed by the Company.   The option will remain
      exercisable during the Employment Term and for a period of 90 days thereafter;
      provided that upon any termination of Executive’s employment pursuant to clause
      (vi) of Paragraph 4 below, the option will remain exercisable through the
      Expiration Date (as defined below).

    


    (d)  Expenses
      and Benefits.

    


    (i)  The
      Executive will be entitled to the following time off from work with pay: (A)
      all
      legal and religious holidays, and (B) three weeks vacation per annum (after
      completing six months of employment).  The Executive shall arrange for
      vacations in advance at such time or times as shall be mutually agreeable to
      the
      Executive and the Company’s Board of Directors.  The Executive may not
      receive pay in lieu of vacation.

    


    (ii)  The
      Company will provide the Executive with, or reimburse the Executive for the
      cost
      of obtaining, medical and dental insurance for Executive and members of his
      immediate family.  The Executive may participate in all other employee
      benefit plans and/or arrangements adopted by the Company relating to pensions,
      hospital, medical, dental, disability and life insurance, deferred salary and
      savings plans, and other similar employee benefit plans or arrangements to
      the
      extent that the Executive meets the eligibility requirements for any such plan
      as in effect from time to time.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)  The
      Company will provide the Executive with, or reimburse the Executive for the
      cost
      of purchasing the following equipment for use by Executive in connection with
      his employment hereunder: laptop computer and mobile or smart
      phone  In addition, the Company will pay, or the Executive will
      receive reimbursement by the Company, for reasonable and customary business
      and
      out-of-pocket expenses incurred by the Executive in connection with the
      performance by the Executive of the Executive's duties under this Agreement
      in
      accordance with the Company's policies and practices for reimbursement of such
      expenses, as in effect from time to time, including, without limitation, charges
      for the maintenance and operation of a cellular phone and internet services,
      reasonable and necessary travel, lodging, entertainment and meals incurred
      by
      the Executive in furtherance of the Company's business and at the Company's
      request.

    


    4.           Termination
      of Employment.  The Executive's employment hereunder shall
      terminate upon the earliest to occur of any the following events, on the dates
      and at the times specified below:

    


    (i)  the
      close of business on the date that is one year after the effective date of
      this
      Agreement, unless renewed in writing by the Company and the Executive (the
      “Expiration Date”);

    


    (ii)  the
      close of business
      on the date of the Executive's death (“Death”);

    


    (iii)  the
      close of business
      on the Termination Date (as defined below) specified in the Notice of
      Termination (as defined below) which the Company shall have delivered to the
      Executive due to the Executive's Disability.  "Disability" shall mean
      (i) if the Executive is absent from work for 30 calendar days in any
      twelve-month period by reason of illness or incapacity whether physical or
      otherwise; and (ii) a medical doctor certifies that Executive is disabled from
      performing the essential functions of his job, including attendance, with or
      without accommodation, and that he cannot attend work.  The Executive
      agrees, in the event of any dispute under this Section, and after receipt by
      the
      Executive of such Notice of Termination from the Company, to submit to a
      physical examination by a licensed physician selected by the
      Company.  The Executive may seek a second opinion from a licensed
      physician acceptable to the Company.  If the results of the first
      examination and the second examination are different, a licensed physician
      selected by the physicians who have performed the first and second examinations
      shall perform a third physical examination of the Executive, the result of
      which
      shall be determinative for purposes of this Section;

    


    (iv)  the
      close of business
      on the Termination Date specified in the Notice of Termination which the
      Executive shall have delivered to the Company to terminate his employment
      (“Voluntary Termination”);

    


    (v)  the
      close of business on
      the Termination Date specified in the Notice of Termination which the Company
      shall have delivered to the Executive to terminate the Executive's employment
      for Cause.  “Cause” as used herein means termination based on (i) the
      Executive's material breach of this Agreement, (ii) conviction of the Executive
      for (a) any crime constituting a felony in the jurisdiction in which committed,
      (b) any crime involving moral turpitude whether or not a felony), or (c) any
      other criminal act against the Company involving dishonesty or willful
      misconduct intended to injure the Company (whether or not a felony), (iii)
      substance abuse by the Executive, (iv) the failure or refusal of the Executive
      to follow one or more lawful and proper directives of the Board of Directors
      delivered to the Executive in writing, or (v) willful malfeasance or gross
      misconduct by the Executive which discredits or damages the Company;
      and

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (vi)  the
      close of business on the Termination Date specified in the Notice of Termination
      which the Company shall have delivered to the Executive to terminate the
      Executive's employment other than for Cause.

    


    Any
      purported termination by the
      Company or the Executive (other than by reason of Death or on the Expiration
      Date) shall be communicated by written Notice of Termination to the
      other.  As used herein, the term “Notice of Termination” shall mean a
      notice which indicates the specific termination provision in this Agreement
      relied upon and sets forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of the Executive's employment under
      the provision so indicated.  After receipt of a Notice of Termination
      related to a Voluntary Termination, the Executive shall continue to be available
      to the Company on a part-time basis at reasonable and customary hourly rates
      to
      assist in the necessary transition.

    


    As
      used herein, the term “Termination
      Date” shall mean, (i) in the case of Death, the date of the Executive's death,
      (ii) in the case of expiration of the term hereof, the Expiration Date, or
      (iii)
      in all other cases, the date specified in the Notice of
      Termination.

    


    Upon
      the
      termination of Executive’s employment, the Company shall pay to the Executive
      within five (5) days all sums due hereunder earned prior to or on the
      Termination Date; provided that upon any termination of Executive’s employment
      pursuant to clause (vi) of this Paragraph 4, the Company shall pay the Executive
      the balance of the Salary payable for the period from the Termination Date
      through the Expiration Date.

    


    5.           Employee
      Covenants.

    


    (a)  Trade
      Secrets and
      Proprietary Information.  The Executive agrees and understands
      that due to the Executive's position with the Company, the Executive will be
      exposed to, and has received and will receive, confidential and proprietary
      information of the Company or relating to the Company's business or affairs
      collectively, the “Trade Secrets”), including but not limited to technical
      information, product information and formulae, processes, business and marketing
      plans, strategies, customer information, other information concerning the
      Company's services or products, promotions, development, financing, expansion
      plans, business policies and practices and other forms of information considered
      by the Company to be proprietary and confidential and in the nature of trade
      secrets. Trade Secrets shall not include any such information which (A) was
      known to the Executive prior to his employment by the Company or (B) was or
      becomes generally available to the public other than disclosure by the Executive
      in violation of the provisions of this Section.  Except to the extent
      that the proper performance of the Executive's duties, services and
      responsibilities hereunder may require disclosure, the Executive agrees that
      during the Employment Term and at all times thereafter the Executive will keep
      such Trade Secrets confidential and will not disclose such information, either
      directly or indirectly, to any third person or entity without the prior written
      consent of the Company.  This confidentiality covenant has no
      temporal, geographical or territorial restriction.  On the Termination
      Date unless the Executive remains as an employee of the Company thereafter
      (in
      which case, on the date which the Executive is no longer an employee of the
      Company), the Executive will promptly supply to the Company all property, keys,
      notes, memoranda, writings, lists, files, reports, customer lists,
      correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical
      data, formulae or any other tangible product or document which has been produced
      by, received by or otherwise submitted to and retained by the Executive in
      the
      course of his employment with the Company.  Any material breach of the
      terms of this Paragraph shall be considered Cause.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Prohibited
      and
      Competitive Activities.  The Executive and the Company recognize
      that due to the nature of the Executive's engagement hereunder and the
      relationship of the Executive to the Company, the Executive has had and will
      have access to, has had and will acquire, and has assisted and may continue
      to
      assist in, developing confidential and proprietary information relating to
      the
      business and operations of the Company and its affiliates, including, without
      limitation, Trade Secrets.  The Executive acknowledges that such
      information has been and will be of central importance to the business of the
      Company and its affiliates and that disclosure of it to, or its use by, others
      (including, without limitation, the Executive (other than with respect to the
      Company's business and affairs)) could cause substantial loss to the
      Company.

    


    The
      Executive and the Company also
      recognize that an important part of the Executive's duties will be to develop
      good will for the Company and its affiliates through the Executive's personal
      contact with Clients (as defined below), employees, and others having business
      relationships with the Company, and that there is a danger that this good will,
      a proprietary asset of the Company, may follow the Executive if and when the
      Executive's relationship with the Company is terminated.  The
      Executive accordingly agrees that the Executive will not at any time during
      the
      Employment Term or for a period of twelve months thereafter: (A) (other than
      in
      the course of the Executive's employment) disclose or furnish to any other
      person or, directly or indirectly, use for the Executive's own account or the
      account of any other person, any Trade Secrets, no matter from where or in
      what
      manner he may have acquired such Trade Secrets, and the Executive shall retain
      all such Trade Secrets in trust for the benefit of the Company, its affiliates
      and the successors and assigns of any of them, (B) directly or through one
      or
      more intermediaries, solicit for employment or recommend to any subsequent
      employer of the Executive the solicitation for employment of, any person who,
      at
      the time of such solicitation, is employed by the Company or any affiliate,
      (C)
      directly or indirectly, whether for the Executive's own account or for the
      account of any other person, solicit, divert, or endeavor to entice away from
      the Company or any entity controlled by the Company, or otherwise engage in
      any
      activity intended to terminate, disrupt, or interfere with, the Company's or
      any
      of its affiliates’ relationships with, Clients, or otherwise adversely affect
      the Company's or any of its affiliates' relationships with Clients or other
      business relationships of the Company or any affiliate thereof, or (D) publish
      or make any statement critical of the Company or any shareholder or affiliate
      of
      the Company or in any way adversely affect or otherwise malign the business
      or
      reputation of any of the foregoing persons (any activity described in clause
      (A), (B), (C) or (D) of this Section being referred to as a Prohibited
      Activity”); provided, however, that if in the written opinion of counsel, the
      Executive is legally compelled to disclose Trade Secrets to any tribunal or
      else
      stand liable for contempt or suffer other similar censure or penalty, then
      the
      disclosure to such tribunal of only those Trade Secrets which such counsel
      advises in writing are legally required to be disclosed shall not constitute
      a
      Prohibited Activity provided that the Executive shall give the Company as much
      advance notice of such disclosure as is reasonably practicable.  As
      used herein, the term “Clients” shall mean those persons who, at any time during
      the Executive's course of employment with the Company (including, without
      limitation, prior to the date of this Agreement) are or were clients or
      customers of the Company or any affiliate thereof or any predecessor of any
      of
      the foregoing.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  Remedies.  The
      Executive agrees that any breach of the terms of this Section would result
      in
      irreparable injury and damage to the Company for which the Company would have
      no
      adequate remedy at law. The Executive therefore agrees that in the event of
      said
      breach or any threat of breach, and upon proof satisfactory to the court, the
      Company shall be entitled to an immediate injunction and restraining order
      to
      prevent such breach and/or threatened breach and/or continued breach by the
      Executive and/or any and all persons and/or entities acting for and/or with
      the
      Executive, without having to prove damages. The terms of this paragraph shall
      not prevent the Company from pursuing any other available remedies to which
      the
      Company may be entitled at law or in equity for any breach or threatened breach
      hereof, including but not limited to the recovery of damages from the Executive.
      The provisions of this Section 5 shall survive any termination of this
      Agreement.

    


    (d)  Proprietary
      Information and Inventions.  The Executive agrees that any and all
      inventions, discoveries, improvements, processes, formulae, business application
      software, patents, copyrights and trademarks made, developed, discovered or
      acquired by him prior to and during the Employment Term, solely or jointly
      with
      others or otherwise, which relate to the business of the Company, and all
      knowledge possessed by the Executive relating thereto collectively, the
“Inventions”), shall be fully and promptly disclosed to the Board of Directors
      and to such person or persons as the Board of Directors shall direct and the
      Executive irrevocably assigns to the Company all of the Executive's right,
      title
      and interest in and to all Inventions of the Company and all such Inventions
      shall be the sole and absolute property of the Company and the Company shall
      be
      the sole and absolute owner thereof.  The Executive agrees that he
      will at all  times keep all Inventions secret from everyone except the
      Company and such persons as the Board of Directors may from time to time
      direct.  The Executive shall, as requested by the Company at any time
      and from time to time, whether prior to or after the expiration of the
      Employment Term, execute and deliver to the Company any instruments deemed
      necessary by the Company to effect disclosure and assignment of the Inventions
      to the Company or its designees and any patent applications (United States
      or
      foreign) and renewals with respect thereto, including any other instruments
      deemed necessary by the Company for the prosecution of patent applications,
      the
      acquisition of letters patent and/or the acquisition of patents or copyrights
      in
      any and all countries and to vest title thereto in the Company or its
      nominee.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.           Representations
      and Warranties of the Executive.  The Executive represents
      and warrants to the Company that:

    


    (i)  Except
      as set forth in
      paragraph 2, above, the Executive's employment by the Company as contemplated
      will not conflict with, and will not be constrained by, any prior or current
      employment, consulting agreement or relationship, whether written or oral;
      and

    


    (ii)  The
      Executive does not
      possess confidential information arising out of any employment, consulting
      agreement or relationship with any person or entity other than the Company
      which
      could be utilized in connection with the Executive's employment by the
      Company.

    


    7.           Binding
      Effect or Assignment. This Agreement shall inure to the benefit of and
      be binding upon the parties and their respective heirs, executors,
      representatives, estates, successors and assigns, including any successor or
      assign to all or substantially all of the business and/or assets of the Company,
      whether direct or indirect, by purchase, merger, consolidation, acquisition
      of
      stock, or otherwise; provided, however, that no party hereto shall assign all
      or
      any portion of the such party’s rights or obligations under this Agreement
      without the prior written consent of the other party.

    


    8.           Notices.  All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed to have been duly given or made as of the date
      delivered, mailed or transmitted, and shall be effective upon
      receipt.

    


    9.           Amendment
      and Modification.  No provision of this Agreement may be
      modified, waived or discharged unless such waiver, modification or discharge
      is
      agreed to in writing and signed by each of the Executive and the Company. No
      such waiver or discharge by either party hereto at any time or any waiver or
      discharge of any breach by the other party hereto of, or compliance with, any
      condition or provision of this agreement to be performed by such other party,
      shall be deemed a waiver or discharge of similar or dissimilar provisions or
      conditions, or a waiver or discharge of any breach of any provisions, at the
      same or at any prior or subsequent time.

    


    10.           Governing
      Law. This Agreement shall be governed by and construed and enforced in
      accordance with the laws of California without giving effect to the conflict
      of
      law principles of that state.

    


    11.           Severability.  In
      the event that any one or more of the provisions of this Agreement shall be
      held
      to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other portion of this
      Agreement, and this Agreement shall be construed as if such provision had never
      been contained herein.

    


    12.           Withholding
      Taxes.  Notwithstanding anything contained herein to the
      contrary, all payments required to be made hereunder by the Company to the
      Executive, or his estate or beneficiaries, shall be subject to the withholding
      of such amounts as the Company may reasonably determine it should withhold
      pursuant to any applicable federal, state or local law or
      regulation.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.           Arbitration
      of Disputes. The parties hereto mutually consent to the resolution by
      arbitration of all claims and controversies arising out of or relating to this
      Agreement.

    


    14.           Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.

    


    15.           Entire
      Agreement.  This Agreement constitutes the entire agreement
      between the parties and supersedes any and all prior agreements, written or
      oral, understandings and arrangements, either oral or written, between the
      parties with respect to the subject matter, and shall, as of the date hereof,
      constitute the only employment agreement between the parties.

    


    16.           Further
      Assurances.  Each party shall do and perform, or cause to be
      done and performed, all further acts and things and shall execute and deliver
      all other agreements, certificates, instruments, and documents as any other
      party reasonably may request in order to carry out the intent and accomplish
      the
      purposes of this Agreement and the consummation of the transactions
      contemplated.

    


    17.           Construction.
      The headings in this Agreement are for reference purposes only and
      shall not limit or otherwise affect the meaning or interpretation of this
      Agreement.

    


    [continued
      on following page]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the undersigned
      have caused this Agreement to be executed as of the date first above
      written.

    


    “Company”

    Monarch
      Staffing, Inc.

    


    


    


    By:
      __________________

    Name:
      David Walters

    Title:
      Chairman of the Board of Directors

    


    “Executive”

    Quang
      X.
      Pham

    


    


    


    By:
      ______________________