EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made effective as of April 28, 2006, by and between Cavico Corp ("Cavico"), of 00000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, 00000 and Xxxxxxx Xxxx ("Xxx").

X. Xxxxxx is engaged in the business of Construction. Xxx will primarily perform the job duties at the following location: 00000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx.

X. Xxxxxx desires to have the services of Xxx.

C. Xxx is willing to be employed by Cavico.

Therefore, the parties agree as follows:

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

2. BEST EFFORTS OF EMPLOYEE. Xxx 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 Xxx under this Agreement, Cavico will pay Xxx 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 Xxx shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Xxx 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 Xxx for "out-of-pocket" expenses incurred by Xxx in accordance with Cavico's policies in effect from time to time.

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

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

9. VACATION. Xxx 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 Xxx, 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.

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10. SICK LEAVE. Xxx 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 Xxx 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. Xxx 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 Xxx 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. Xxx 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. Xxx 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.

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

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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 Xxx upon 30 days written notice. If Xxx is in violation of this Agreement, Cavico may terminate employment without notice and with compensation to Xxx 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 Xxx 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 Xxx.

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

17. RETURN OF PROPERTY. Upon termination of this Agreement, Xxx 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 Xxx.

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

Xxx Xxxxx Ha

CEO & Chairman

00000 Xxxxx Xxxx, Xxxxx 0000

Xxxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000

Employee:

Xxxxxxx Xxxx

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.

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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 Xxxxx Xxx		Date:
	Ha Xxxxx Xxx
	CEO & Chairman

AGREED TO AND ACCEPTED.

EMPLOYEE:

Date: 

Xxxxxxx Xxxx

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Final Checklist for Employment Agreement

Employer: Cavico Corp

Employee: Xxxxxxx Xxxx

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

_____ Xxxxxxx Xxxx

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.

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