Develocap Inc Sample Contracts

Trai Thien Usa Inc – TRAI THIEN USA INC. EMPLOYMENT AGREEMENT (April 15th, 2010)

THIS Employment Agreement (“Agreement”) is hereby entered into and made effective this first day of January, 2010, by and between Trai Thien USA Inc., a U.S. public Nevada corporation with its principal place of business located in Vietnam (the “Company”), and Mr. Thang Viet Tran with Vietnam Passport number of __________ (“Mr. Thang”).

Trai Thien Usa Inc – TRAI THIEN SEA TRANSPORT INVESTMENT AND DEVELOPMENT JOINT STOCK COMPANY EMPLOYMENT AGREEMENT (April 15th, 2010)

THIS Employment Agreement (“Agreement”) is hereby entered into on 6th October, 2009, by and between Trai Thien Sea Transport Investment and Development Joint Stock Company, a U.S corporation (FKA Develocap, Inc.) (“Company”), and Haley Manchester, an individual, (Manchester)

Develocap Inc – TRAI THIEN SEA TRANSPORT SOCIALIST REPUBLIC OF VIETNAM INVESTMENT & DEVELOPMENT Independence – Freedom – Happiness JOINT STOCK COMPANY No: 22/HĐTT.2009 (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – MEMORANDUM OF UNDERSTANDING (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – BIÊN BẢN THỎA THUẬN MEMORANDUM OF AGREEMENT (October 23rd, 2009)

According to Memorandum of Agreement No. 05/07/BBTT dated July 20th 2007signed by Trai Thien Sea Transport Investment and Development Joint-stock Company and Dai Duong Sea Transport Joint-stock Company. For purchasing 04 ships with 7,600-ton loading capacity.

Develocap Inc – BIÊN BẢN THỎA THUẬN MEMORANDUM OF AGREEMENT (October 23rd, 2009)

Căn cứ Biên bản thỏa thuận số : 28/BB/TT-09. Ngày 15 /5/2009, Ký giữa Cty Cổ phần ĐT & PT Vận Tải Biển Trãi Thiên và Cty TNHH Vận Tải Thủy Bộ Hải Hà. V/v điều chỉnh lại thời hạn thanh toán và bàn giao tàu.

Develocap Inc – BIÊN BẢN THỎA THUẬN MEMORANDUM OF AGREEMENT (October 23rd, 2009)

According to Memorandum of Agreement No. 29/BB/TT dated May 15, 2007signed by Trai Thien Sea Transport Investment and Development Joint-stock Company and Dai Duong Sea Transport Joint-stock Company. For purchasing 04 ships with 7,600-ton loading capacity.

Develocap Inc – BIÊN BẢN THỎA THUẬN MEMORANDUM OF AGREEMENT (October 23rd, 2009)

According to Memorandum of Agreement No. 25/07/BBTT on date September 08th 2007signed by Trai Thien Sea Transport Investment and Development Joint-stock Company and Hai Ha road and waterway Transport Company Limited. For purchasing 02 ships with 7,600-ton loading capacity.

Develocap Inc – MEMORANDUM OF UNDERSTANDING (ATTN: Rent and offer international cargo ship accordance with set forth term) (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – BIÊN BẢN THỎA THUẬN MEMORANDUM OF AGREEMENT (October 23rd, 2009)

According to Memorandum of Agreement No. 05/07/BBTT dated July 20th 2007signed by Trai Thien Sea Transport Investment and Development Joint-stock Company and Dai Duong Sea Transport Joint-stock Company. For purchasing 04 ships with 7,600-ton loading capacity.

Develocap Inc – BIÊN BẢN THỎA THUẬN MEMORANDUM OF AGREEMENT (October 23rd, 2009)

According to Memorandum of Agreement No. 25/07/BBTT on date September 08th 2007signed by Trai Thien Sea Transport Investment and Development Joint-stock Company and Hai Ha road and waterway Transport Company Limited. For purchasing 02 ships with 7,600-ton loading capacity.

Develocap Inc – MEMORANDUM OF UNDERSTANDINGS (ATTN: Rent and offer international cargo ship accordance with set forth term) (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – MEMORANDUM OF UNDERSTANDING (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – BIÊN BẢN THỎA THUẬN MEMORANDUM OF AGREEMENT (October 23rd, 2009)

According to Memorandum of Agreement No. 25/07/BBTT on date September 08th 2007signed by Trai Thien Sea Transport Investment and Development Joint-stock Company and Hai Ha road and waterway Transport Company Limited. For purchasing 02 ships with 7,600-ton loading capacity.

Develocap Inc – MEMORANDUM OF UNDERSTANDING (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – MEMORANDUM OF UNDERSTANDING (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – BIÊN BẢN THỎA THUẬN MEMORANDUM OF AGREEMENT (October 23rd, 2009)

According to Memorandum of Agreement No. 05/07/BBTT on date July 20th 2007signed by Trai Thien Sea Transport Investment and Development Joint-stock Company and Dai Duong Sea Transport Joint-stock Company. For purchasing 04 ships with 7,600-ton loading capacity.

Develocap Inc – SOCIALIST REPUBLIC OF VIET NAM INDEPENDENCE-FREEDOM-HAPPINESS --------o0o-------- (October 23rd, 2009)

Basing on the minutes of agreement No.25/07-BBTT between Hai Ha Amphibious Transport Ltd., Company and Trai Thien Maritime Transport Investment and Development joint-stock Company.

Develocap Inc – MINUTES OF AGREEMENT (October 23rd, 2009)

Party A agrees to sell four (04) vessels within 100% machinery to party B, the trade-mark is X8320ZCBH, the device's body is *VRH, interactional license number and the price is below:

Develocap Inc – MINUTES OF AGREEMENT (October 23rd, 2009)

Party A agrees to sell four (04) vessels within 100% machinery to party B, the trade-mark is X8320ZCBH, the device's body is *VRH, interactional license number and the price is below:

Develocap Inc – MEMORANDUM OF UNDERSTANDING (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – MEMORANDUM OF UNDERSTANDING (ATTN: Rent and offer international cargo ship accordance with set forth term) (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – MEMORANDUM OF UNDERSTANDING (ATTN: Rent and offer international cargo ship accordance with set forth term) (October 23rd, 2009)

Pursuant to Civil Code No: 33/2005/QH.11, Commercial Code No: 36/2005/QH.11 and Maritime Code No: 40/2005/QH.11 passed by National Assembly of VietNam on June, 14th, 2005.

Develocap Inc – FINANCE LEASE AGREEMENT (October 23rd, 2009)
Develocap Inc – SOCIALIST REPUBLIC OF VIET NAM INDEPENDENCE-FREEDOM-HAPPINESS --------o0o-------- (October 23rd, 2009)

Basing on the minutes of agreement No.25/07-BBTT between Hai Ha Amphibious Transport Ltd., Company and Trai Thien Maritime Transport Investment and Development joint-stock Company.

Develocap Inc – TRAI THIEN SEA TRANSPORT INVESTMENT AND DEVELOPMENT JOINT STOCK COMPANY INDEX TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (August 6th, 2009)

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

Develocap Inc – ESCROW AGREEMENT (August 6th, 2009)

THIS ESCROW AGREEMENT (this “Agreement”) is made as of July 31, 2009, by and among DEVELOCAP, INC., a Nevada corporation (the “Acquiror”), each of the Persons listed on Exhibit A hereto (collectively the “Shareholders” and individually a “Shareholder”), TRAI THIEN SEA TRANSPORT INVESTMENT AND DEVELOPMENT JOINT STOCK COMPANY (the “Company”) (the Acquiror, the Shareholders and the Company are hereinafter collectively referred to as the “Parties”), and SICHENZIA ROSS FRIEDMAN FERENCE LLP, with an address at 61 Broadway, New York, New York 10006 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Share Exchange Agreement referred to in the first recital.

Develocap Inc – BUSINESS REGISTRATION CERTIFICATE FOR JOINT-STOCK COMPANY (August 6th, 2009)

This Share Exchange Agreement, dated as of March 31, 2009, is made by and among DEVELOCAP , INC., a Nevada corporation (the "Acquiror"), each of the Persons listed on Exhibit A hereto (collectively, the "Acquiror Shareholders", and individually an "Acquiror Shareholder") each of the Persons listed on Exhibit B hereto (collectively, the "Shareholders", and individually a "Shareholder"), and TRAI THIEN SEA TRANSPORT INVESTMENT AND DEVELOPMENT JOINT STOCK COMPANY (the "Company").

Develocap Inc – MANAGEMENT SERVICES AGREEMENT (August 6th, 2009)

This Management Services Agreement (this “Agreement”) is made as of July 31, 2009, (the “Effective Date”) by and among Develocap, Inc., a Nevada corporation (“Develocap”) and Trai Thien Sea Transport Investment and Development Joint Stock Company (“Trai Thien”).

Develocap Inc – AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (August 6th, 2009)

This Amendment No. 1 to Share Exchange Agreement dated as of July 31, 2009 (the Amendment”), is by and among DEVELOCAP, INC., a Nevada corporation (the “Acquiror”), each of the Persons listed on Exhibit B hereto (collectively the “Shareholders” and individually a “Shareholder”) and TRAI THIEN SEA TRANSPORT INVESTMENT AND DEVELOPMENT JOINT STOCK COMPANY (the “Company”) (the Acquiror, the Shareholders and the Company are hereinafter collectively referred to as the “Parties”).

Develocap Inc – TRAI THIEN SEA TRANSPORT INVESTMENT AND DEVELOPMENT JOINT STOCK COMPANY Financial Statements For the Year Ended December 31, 2008 and for the Period from June 11, 2007 (Inception) to December 31, 2007 (With Report of Independent Registered Public Accounting Firm Thereon) (August 6th, 2009)

We have audited the accompanying balance sheets of Trai Thien Sea Transport Investment and Development Joint Stock Company as of December 31, 2008 and 2007 and the related statements of operations and comprehensive income (loss), cash flows and stockholders’ equity for the year ended December 31, 2008 and for the period from June 11, 2007 (inception) to December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Develocap Inc – 2004 NON-STATUTORY STOCK OPTION PLAN (June 28th, 2004)

DEVELOCAP, INC. 2004 NON-STATUTORY STOCK OPTION PLAN 1. Purpose of this Plan This Non-Statutory Stock Option Plan (the "Plan") is intended as an employment incentive, to aid in attracting and retaining in the employ or service of Develocap, Inc. (the "Company"), a Nevada corporation, and any Affiliated Corporation, persons of experience and ability and whose services are considered valuable, to encourage the sense of proprietorship in such persons, and to stimulate the active interest of such persons in the development and success of the Company. This Plan provides for the issuance of non-statutory stock options ("NSOs" or "Options") which are not intended to qualify as "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Administration of this Plan The Company's Board of Directors ("Board") may appoint and maintain as administrator of this Plan the Compe

Develocap Inc – 2004 NON-STATUTORY STOCK OPTION PLAN (March 2nd, 2004)

DEVELOCAP, INC. 2004 NON-STATUTORY STOCK OPTION PLAN 1. Purpose of this Plan This Non-Statutory Stock Option Plan (the "Plan") is intended as an employment incentive, to aid in attracting and retaining in the employ or service of Develocap, Inc. (the "Company"), a Nevada corporation, and any Affiliated Corporation, persons of experience and ability and whose services are considered valuable, to encourage the sense of proprietorship in such persons, and to stimulate the active interest of such persons in the development and success of the Company. This Plan provides for the issuance of non-statutory stock options ("NSOs" or "Options") which are not intended to qualify as "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Administration of this Plan The Company's Board of Directors ("Board") may appoint and maintain as administrator of this Plan the