Unassociated Document


    Exhibit
      10.36

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT is
      made
      effective as of the 1st
      day of
      April, 2007
      (the
“Effective Date”).

    


    AMONG:

    


    WPCS
      INTERNATIONAL INCORPORATED, a
      corporation formed pursuant to the laws of the State of Delaware and having
      an
      office for business located at One East Uwchlan Avenue, Exton, PA 19341
      ("Employer");

    


    AND

    


    CHARLES
      H. MADENFORD,
      an
      individual having an address at 10556 Combie Road, Auburn, CA 95602
      (“Employee”)

    


    


    WHEREAS,
      Employee
      has agreed to continue to serve as an Employee of Employer, and Employer has
      agreed to hire Employee as such, pursuant to the terms and conditions of this
      Employment Agreement (the “Agreement”).

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Employee and Employer hereby agree as follows:

    


    ARTICLE
      1

    EMPLOYMENT

    


    Employer
      hereby affirms, renews and extends the employment of Employee as Executive
      Vice
      President, and Employee hereby affirms, renews and accepts such employment
      by
      Employer for the “Term” (as defined in Article 3 below), upon the terms and
      conditions set forth herein.

    


    ARTICLE
      2

    DUTIES

    


    During
      the Term, Employee shall serve Employer faithfully, diligently and to the best
      of his ability, under the direction and supervision of the President of Employer
      and shall use his best efforts to promote the interests and goodwill of Employer
      and any affiliates, successors, assigns, subsidiaries, and/or future purchasers
      of Employer. Employee shall render such services during the Term at Employer’s
      principal place of business or at such other place of business as may be
      determined by the President of Employer, as Employer may from time to time
      reasonably require of him, and shall devote all of his business time to the
      performance thereof. Employee shall have those duties and powers as generally
      pertain to each of the offices of which he holds, as the case may be, subject
      to
      the control of the President.

    


    ARTICLE
      3

    TERM

    


    The
      “Term” of this Agreement shall commence on the Effective Date and continue
      thereafter for a term of three (3) years, as may be extended or earlier
      terminated pursuant to the terms and conditions of this Agreement. The Term
      of
      this Agreement shall automatically renew for successive one (1) year periods
      unless, prior to the 30th
      calendar
      day preceding the expiration of the then existing Term, either Employer or
      Employee provides written notice to the other that it elects not to renew the
      Term. Upon delivery of such notice, this Agreement shall continue until
      expiration of the Term, whereupon this Agreement shall terminate and neither
      party shall have any further obligation thereafter arising under this Agreement,
      except as explicitly set forth herein to the contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      4

    COMPENSATION

    Salary

    


    4.1
      

    Employer
      shall pay to Employee through the Clayborn Contracting Group (“CCG”) subsidiary
      an annual salary (the “Salary”) of One Hundred Fifty Thousand Dollars
      ($150,000.00), payable in equal installments at the end of such regular payroll
      accounting periods as are established by Employer, or in such other installments
      upon which the parties hereto shall mutually agree, and in accordance with
      Employer’s usual payroll procedures, but no less frequently than
      monthly.

    


    Benefits

    


    4.2
      

    During
      the Term, Employee shall be entitled to participate in all medical and other
      employee benefit plans, including vacation, sick leave, retirement accounts
      and
      other employee benefits provided by the CCG subsidiary to similarly situated
      employees on terms and conditions no less favorable than those offered to such
      employees. Such participation shall be subject to the terms of the applicable
      plan documents, Employer’s generally applicable policies, and the discretion of
      the Board of Directors or any administrative or other committee provided for
      in,
      or contemplated by, such plan.

    


    Expense
      Reimbursement

    


    4.3
      

    Employer
      shall reimburse Employee through the CCG subsidiary for reasonable and necessary
      expenses incurred by him on behalf of Employer in the performance of his duties
      hereunder during the Term in accordance with Employer's then customary policies,
      provided that such expenses are adequately documented. 

    


    Automobile

    


    4.4

    Employee
      shall be entitled to the full-time use of an automobile owned or leased by
      the
      CCG subsidiary. In addition, Employer shall reimburse Employee through the
      CCG
      subsidiary for all maintenance and gasoline expenses associated with the
      automobile, provided that such expenses are adequately documented. 

    


    Bonus

     

    4.5 

    In
      addition to the Salary, Employee shall be entitled to receive through the CCG
      subsidiary an annual bonus equal to 3% (the "Bonus") of the consolidated annual
      operating income, before the deduction of interest and taxes of designated
      subsidiaries as assigned by Employer. The amount of the Bonus shall be
      determined based upon the operating income reported in the financial statements
      of each designated subsidiary, as calculated based on U.S. generally accepted
      accounting principles and as audited by the Employer’s accounting firm at year
      end. Any Bonus amount will be payable within thirty (30) days from completion
      of
      the audit. Employee shall have the right to review and independently verify
      the
      conclusions of any audit by delivering notice in writing to Employer within
      30
      days after receipt of such audit indicating that Employee wishes to exercise
      his
      right of review and verification. Within 10 business days after receipt of
      any
      such notice, Employer shall make available to Employee and his representatives,
      at reasonable times during normal business hours, the books and records of
      Employer which are reasonably necessary to conduct such review and verification.
      Employee shall cause such review to be conducted and concluded as quickly as
      reasonably practicable and in such a manner so as not to unreasonably interfere
      with the business and operations of Employer. Any representatives conducting
      such review shall, prior to being given access to such books and records, be
      required to enter into confidentiality and non-disclosure agreements with
      Employer on terms and conditions satisfactory to Employer, acting reasonably.
      If
      Employee disputes the results of the audit, he shall, within 20 days after
      notice is delivered by Employee to Employer that there exist a dispute, be
      submitted to arbitration as set forth below. . Employer can assign subsidiaries
      at its sole discretion.

     

    
      
        
        

      

      
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    Arbitration

    


    4.6

    Any
      unresolved disputes in regards to the Bonus due from Employer to Employee will
      be subject to arbitration by an independent chartered accountant mutually chosen
      by Employer and Employee at an expense equally borne by both parties. The
      parties shall, within 20 days after appointment of the Arbitrator present their
      written position and related evidence with respect to the unresolved disputes.
      The Arbitrator shall review evidence accordingly and submit a written decision
      which shall be final and binding on the parties within 20 days after submission
      of such evidence. The Arbitrator shall comply, and the arbitration shall be
      conducted in accordance with, the Commercial Arbitration Rules of American
      Arbitration Association then in force. 

    


    ARTICLE
      5

    OTHER
      EMPLOYMENT

    


    During
      the Term of this Agreement, Employee shall devote substantially all of his
      business and professional time and effort, attention, knowledge, and skill
      to
      the management, supervision and direction of Employer’s business and affairs as
      Employee’s highest professional priority. Except as provided below, Employer
      shall be entitled to all benefits, profits or other issues arising from or
      incidental to all work, services and advice performed or provided by Employee.
      Provided that the activities listed below do not materially interfere with
      the
      duties and responsibilities under this Agreement, nothing
      in
      this Agreement shall preclude Employee from devoting reasonable periods required
      for:

     

    
      	 	
              (a)

            	
              Serving
                as a member of any organization involving no conflict of interest
                with
                Employer, provided that Employee must obtain the written consent
                of
                Employer;

            


    

    


    
      	 	
              (b)

            	
              Serving
                as a consultant in his area of expertise to government, commercial
                and
                academic panels where it does not conflict with the interests of
                Employer;
                and

            


    

    


    
      	 	
              (c)

            	
              Managing
                his personal investments or engaging in any other non-competing
                business

            


    

    


    ARTICLE
      6

    CONFIDENTIAL
      INFORMATION/INVENTIONS

    


    Confidential
      Information

    


    6.1

    Employee
      shall not, in any manner, for any reasons, either directly or indirectly,
      divulge or communicate to any person, firm or corporation, any confidential
      information concerning any matters not generally known or otherwise made public
      by Employer which affects or relates to Employer’s business, finances, marketing
      and/or operations, research, development, inventions, products, designs, plans,
      procedures, or other data (collectively, “Confidential Information”) except in
      the ordinary course of business or as required by applicable law. Without regard
      to whether any item of Confidential Information is deemed or considered
      confidential, material, or important, the parties hereto stipulate that as
      between them, to the extent such item is not generally known, such item is
      important, material, and confidential and affects the successful conduct of
      Employer’s business and goodwill, and that any breach of the terms of this
      Section 6.1 shall be a material and incurable breach of this Agreement.
      Confidential Information shall not include information in the public domain
      at
      the time of the disclosure of such information by Employee or information that
      is disclosed by Employee with the prior consent of Employer.

    


    Documents

    


    6.2

    Employee
      further agrees that all documents and materials furnished to Employee by
      Employer and relating to the Employer’s business or prospective business are and
      shall remain the exclusive property of Employer. Employee shall deliver all
      such
      documents and materials, not copied, to Employer upon demand therefore and
      in
      any event upon expiration or earlier termination of this Agreement. Any payment
      of sums due and owing to Employee by Employer upon such expiration or earlier
      termination shall be conditioned upon returning all such documents and
      materials, and Employee expressly authorizes Employer to withhold any payments
      due and owing pending return of such documents and materials.

     

    
      
        
        

      

      
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    Inventions

    


    6.3

    All
      ideas, inventions, and other developments or improvements conceived or reduced
      to practice by Employee, alone or with others, during the Term of this
      Agreement, whether or not during working hours, that are within the scope of
      the
      business of Employer or that relate to or result from any of Employer’s work or
      projects or the services provided by Employee to Employer pursuant to this
      Agreement, shall be the exclusive property of Employer. Employee agrees to
      assist Employer, at Employer’s expense, to obtain patents and copyrights on any
      such ideas, inventions, writings, and other developments, and agrees to execute
      all documents necessary to obtain such patents and copyrights in the name of
      Employer.

    


    Disclosure

    


    6.4

    During
      the Term, Employee will promptly disclose to the Board of Directors of Employer
      full information concerning any interest, direct or indirect, of Employee (as
      owner, shareholder, partner, lender or other investor, director, officer,
      employee, consultant or otherwise) or any member of his immediate family in
      any
      business that is reasonably known to Employee to purchase or otherwise obtain
      services or products from, or to sell or otherwise provide services or products
      to, Employer or to any of its suppliers or customers.

    


    ARTICLE
      7

    COVENANT
      NOT TO COMPETE

    


    Except
      as
      expressly permitted in Article 5 above, during the Term of this Agreement,
      (a)
      Employee shall not engage, directly or indirectly, in any business or activity
      competitive to any business or activity engaged in, or proposed to be engaged
      in, by Employer or (b) soliciting or taking away or interfering with any
      contractual relationship of any employee, agent, representative, contractor,
      supplier, vendor, customer, franchisee, lender or investor of Employer, or
      using, for the benefit of any person or entity other than Employer, any
      Confidential Information of Employer. The foregoing covenant prohibiting
      competitive activities shall survive the termination of this Agreement and
      shall
      extend, and shall remain enforceable against Employee, for the period of one
      (1)
      year following the date this Agreement is terminated. In addition, during the
      one-year period following such expiration or earlier termination, neither
      Employee nor Employer shall make or permit the making of any negative statement
      of any kind concerning Employer or its affiliates, or their directors, officers
      or agents or Employee.

    


    ARTICLE
      8

    SURVIVAL

    


    Employee
      agrees that the provisions of Articles 6, 7 and 9 shall survive expiration
      or
      earlier termination of this Agreement for any reasons, whether voluntary or
      involuntary, with or without cause, and shall remain in full force and effect
      thereafter. Notwithstanding the foregoing, if this Agreement is terminated
      upon
      the dissolution of Employer, the filing of a petition in bankruptcy by Employer
      or upon an assignment for the benefit of creditors of the assets of Employer,
      Articles 6, 7 and 9 shall be of no further force or effect.

    


    ARTICLE
      9

    INJUNCTIVE
      RELIEF

    


    Employee
      acknowledges and agrees that the covenants and obligations of Employee set
      forth
      in Articles 6 and 7 with respect to non-competition, non-solicitation,
      confidentiality and Employer’s property relate to special, unique and
      extraordinary matters and that a violation of any of the terms of such covenants
      and obligations will cause Employer irreparable injury for which adequate
      remedies are not available at law. Therefore, Employee agrees that Employer
      shall be entitled to an injunction, restraining order or such other equitable
      relief (without the requirement to post bond) as a court of competent
      jurisdiction may deem necessary or appropriate to restrain Employee from
      committing any violation of the covenants and obligations referred to in this
      Article 9. These injunctive remedies are cumulative and in addition to any
      other
      rights and remedies Employer may have at law or in equity.

     

    
      
        
        

      

      
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    ARTICLE
      10

    TERMINATION

    


    Termination
      by Employee

    


    10.1

    Employee
      may terminate this Agreement for Good Reason at any time upon 30 days’ written
      notice to Employer, provided the Good Reason has not been cured within such
      period of time. 

    


    Good
      Reason

    


    10.2

    In
      this
      Agreement, “Good Reason” means, without Employee’s prior written consent, the
      occurrence of any of the following events, unless Employer shall have fully
      cured all grounds for such termination within thirty (30) days after Employee
      gives notice thereof:

    


    


    (i) any
      reduction in his then-current Salary;

    


    
      	 	
              (ii)

            	
              any
                material failure to timely grant, or timely honor, any equity or
                long-term
                incentive award;

            


    

    


    
      	 	
              (iii)

            	
              failure
                to pay or provide required compensation and
                benefits;

            


    

    


    
      	 	
              (iv)

            	
              any
                failure to appoint, elect or reelect him to the position of Executive
                Vice
                President of Employer; the removal of him from such position; or
                any
                changes in the reporting structure so that Employee reports to someone
                other than the President of
                Employer;

            


    

    


    
      	 	
              (v)

            	
              any
                material diminution in his title or duties or the assignment to him
                of
                duties not customarily associated with Employee’s position as Executive
                Vice President of Employer;

            


    

    


    
      	 	
              (vi)

            	
              any
                relocation of Employee’s office as assigned to him by Employer, to a
                location more than 25 miles from the assigned
                location;

            


    

    


    
      	 	
              (vii)

            	
              the
                failure of Employer to obtain the assumption in writing of its obligation
                to perform the Employment Agreement by any successor to all or
                substantially all of the assets of Employer or upon a merger,
                consolidation, sale or similar transaction of Employer
                or;

            


    

    


    
      	(viii)  	
              the
                voluntary or involuntary dissolution of Employer, the filing of a
                petition
                in bankruptcy by Employer or upon an assignment for the benefit of
                creditors of the assets of Employer.


            


    

    


    The
      written notice given hereunder by Employee to Employer shall specify in
      reasonable detail the cause for termination, and such termination notice shall
      not be effective until thirty (30) days after Employer’s receipt of such notice,
      during which time Employer shall have the right to respond to Employee’s notice
      and cure the breach or other event giving rise to the termination.

    


    Termination
      by Employer

    


    10.3

    Employer
      may terminate its employment of Employee under this Agreement for cause at
      any
      time by written notice to Employee. For purposes of this Agreement, the term
      “cause” for termination by Employer shall be (a) a conviction of or plea of
      guilty or nolo
      contendere by
      Employee to a felony, or any crime involving fraud or embezzlement; (b) the
      refusal by Employee to perform his material duties and obligations hereunder;
      (c) Employee’s willful and intentional misconduct in the performance of his
      material duties and obligations; or (d) if Employee or any member of his family
      makes any personal profit arising out of or in connection with a transaction
      to
      which Employer is a party or with which it is associated without making
      disclosure to and obtaining the prior written consent of Employer. The written
      notice given hereunder by Employer to Employee shall specify in reasonable
      detail the cause for termination. In the case of a termination for the causes
      described in (a) and (d) above, such termination shall be effective upon receipt
      of the written notice. In the case of the causes described in (b) and (c) above,
      such termination notice shall not be effective until thirty (30) days after
      Employee’s receipt of such notice, during which time Employee shall have the
      right to respond to Employer’s notice and cure the breach or other event giving
      rise to the termination.

     

    
      
        
        

      

      
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    Severance

    


    10.4

    Upon
      a
      termination of this Agreement without Good Reason by Employee or with cause
      by
      Employer, Employer shall pay to Employee all accrued and unpaid compensation
      as
      of the date of such termination, subject to the provision of Section 6.2. Upon
      a
      termination of this Agreement with Good Reason by Employee or without cause
      by
      Employer, Employer shall pay to Employee all accrued and unpaid compensation
      and
      expense reimbursement as of the date of such termination and the “Severance
      Payment.” The Severance Payment shall be payable in a lump sum, subject to
      Employer’s statutory and customary withholdings. If the termination of Employee
      hereunder is by Employee with Good Reason, the Severance Payment shall be paid
      by Employer within five (5) business days of the expiration of any applicable
      cure period. If the termination of Employee hereunder is by Employer without
      cause, the Severance Payment shall be paid by Employer within five (5) business
      days of termination. The “Severance Payment” shall equal the amount of the
      Salary payable to Employee under Section 4.1 of this Agreement from the date
      of
      such termination until the end of the Term of this Agreement (prorated for
      any
      partial month). 

    


    Termination
      Upon Death

    


    10.5

    If
      Employee dies during the Term of this Agreement, this Agreement shall terminate,
      except that Employee’s legal representatives shall be entitled to receive any
      earned but unpaid compensation or expense reimbursement due hereunder through
      the date of death.

    


    Termination
      Upon Disability

    


    10.6

    If,
      during the Term of this Agreement, Employee suffers and continues to suffer
      from
      a “Disability” (as defined below), then Employer may terminate this Agreement by
      delivering to Employee thirty (30) calendar days’ prior written notice of
      termination based on such Disability, setting forth with specificity the nature
      of such Disability and the determination of Disability by Employer. For the
      purposes of this Agreement, “Disability” means Employee’s inability, with
      reasonable accommodation, to substantially perform Employee’s duties, services
      and obligations under this Agreement due to physical or mental illness or other
      disability for a continuous, uninterrupted period of sixty (60) calendar days
      or
      ninety (90) days during any twelve month period. Upon any such termination
      for
      Disability, Employee shall be entitled to receive any earned but unpaid
      compensation or expense reimbursement due hereunder through the date of
      termination. 

    


    ARTICLE
      11

    PERSONNEL
      POLICIES, CONDITIONS, AND BENEFITS

    


    Except
      as
      otherwise provided herein, Employee’s employment shall be subject to the
      personnel policies and benefit plans which apply generally to Employer’s
      employees as the same may be interpreted, adopted, revised or deleted from
      time
      to time, during the Term of this Agreement, by Employer in its sole discretion.
      During the Term hereof, Employee shall be entitled to vacation during each
      year
      of the Term at the rate of three (3) weeks per year. Employee shall take such
      vacation at a time approved in advance by Employer, which approval will not
      be
      unreasonably withheld but will take into account the staffing requirements
      of
      Employer and the need for the timely performance of Employee's
      responsibilities.

    


    


    
      
        
        

      

      
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    ARTICLE
      12

    BENEFICIARIES
      OF AGREEMENT

    


    This
      Agreement shall inure to the benefit of Employer and any affiliates, successors,
      assigns, parent corporations, subsidiaries, and/or purchasers of Employer as
      they now or shall exist while this Agreement is in effect.

    


    ARTICLE
      13

    GENERAL
      PROVISIONS

    


    No
      Waiver

    


    13.1

    No
      failure by either party to declare a default based on any breach by the other
      party of any obligation under this Agreement, nor failure of such party to
      act
      quickly with regard thereto, shall be considered to be a waiver of any such
      obligation, or of any future breach.

    


    Modification

    


    13.2

    No
      waiver
      or modification of this Agreement or of any covenant, condition, or limitation
      herein contained shall be valid unless in writing and duly executed by the
      parties to be charged therewith.

    


    Choice
      of Law/Jurisdiction

    


    13.3

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California, without regard to any conflict-of-laws principles. Employer
      and Employee hereby consent to personal jurisdiction before all courts in the
      State of California, and hereby acknowledge and agree that California is and
      shall be the most proper forum to bring a complaint before a court of
      law.

    


    Entire
      Agreement

    


    13.4

    This
      Agreement embodies the whole agreement between the parties hereto regarding
      the
      subject matter hereof and there are no inducements, promises, terms, conditions,
      or obligations made or entered into by Employer or Employee other than contained
      herein.

    


    Severability

    


    13.5

    All
      agreements and covenants contained herein are severable, and in the event any
      of
      them, with the exception of those contained in Articles 1 and 4 hereof, shall
      be
      held to be invalid by any competent court, this Agreement shall be interpreted
      as if such invalid agreements or covenants were not contained
      herein.

    


    Headings

    


    13.6

    The
      headings contained herein are for the convenience of reference and are not
      to be
      used in interpreting this Agreement.

    


    Independent
      Legal Advice

    


    13.7

    Employer
      has obtained legal advice concerning this Agreement and has requested that
      Employee obtain independent legal advice with respect to same before executing
      this Agreement. Employee, in executing this Agreement, represents and warranties
      to Employer that he has been so advised to obtain independent legal advice,
      and
      that prior to the execution of this Agreement he has so obtained independent
      legal advice, or has, in his discretion, knowingly and willingly elected not
      to
      do so.

    


    
      
        
        

      

      
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    No
      Assignment

    


    13.8

    Employee
      may not assign, pledge or encumber his interest in this Agreement nor assign
      any
      of his rights or duties under this Agreement without the prior written consent
      of Employer.

    


    


    IN
      WITNESS WHEREOF the
      parties have executed this Agreement effective as of the day and year first
      above written.

     

    
      	 	 	 
	 	
              Employer:

               

               

            
	 
 	 
 	 
 
	
            	By:  	/s/ Andrew
              Hidalgo
	 	
              
                

              

              Andrew
                Hidalgo

              President
                & CEO

              WPCS
                International Incorporated

            
	 	 



      	 	 	 
	 	Employee:
	 
 	 
 	 
 
	 	By:  	/s/ Charles H.
              Madenford
	 	
              

              Charles
                H. Madenford

            
	 	 


    

     

     

     

     

     

     

     

     

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