Executive Employment Agreement

Executive Employment Agreement

by Uscorp
June 13th, 2002
                                                                    EXHIBIT 10.3


                         EXECUTIVE EMPLOYMENT AGREEMENT

THIS  DOCUMENT  represents  an  agreement  entered  into as of  this  ___ day of
___________,  2002, by and between  ________________  c/o USCorp, 4535 W. Sahara
Ave.,  Suite 204,  Las  Vegas,  Nevada  89102  (hereinafter  referred  to as the
"Executive"),  and USCorp,  of 4535 Sahara Ave.,  Suite 204,  Las Vegas,  Nevada
89102 (hereinafter  referred to as the "Company"),  hereinafter jointly referred
to as the "parties," and individually referred to as the "party."

                               W I T N E S S E T H

         WHEREAS, the Company is engaged in the business of General Contracting,
Interior and exterior  Design and Landscape  Consulting and plans to enlarge its
business in other aspects of the general building and design business, and

         WHEREAS, Executive  desires to acquire an ownership of a portion of the
Company's stock, and

         WHEREAS,  Company  wishes to utilize the  services of  Executive as the
_________ of the Company, and Executive wishes to be so engaged on the terms and
conditions hereinafter set forth,

         NOW WHEREFORE,  in  consideration  of the mutual promises and covenants
hereinafter set forth, the parties hereto do hereby agree as follows:

1. The Services of Executive:

         1.1 Executive  hereby agrees to provide the Company his services as the
_________  of the  Company  and to  perform  all acts and duties  necessary  and
advisable to manage and conduct the present and future business of the Company.

         1.2 At the  invitation  of  the  Board  of  Directors  of the  Company,
Executive agrees to serve as a director of the Board of Directors of the Company
for no additional compensation.

         1.3  Executive   hereby  agrees  to  devote  time  and  energy  to  the
performance  of his  duties  as the __________  of the  Company  subject  to the
direction and policies of its Board of Directors.

2. Term of the Agreement:

         The period of time for which the  Executive  is hereby  retained  shall
commence on _________, ____, and shall continue for a one year term  thereafter,
to be renewed each year by the mutual  agreement of the parties.  Unless written
communication  is  received  from one party to the other in the last thirty (30)
days  of each  term to the  contrary,  this  agreement  shall  be  deemed  to be
automatically renewed annually on the same terms and conditions as are set forth
herein.


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3. Non-Disclosure:

         Executive  hereby  promises  and  covenants  not to disclose to anyone,
outside of the other employees,  officers,  and directors of the Company, any of
the  trade  secrets,   office   procedures,   business   methodology,   business
relationships,  customer  lists,  and  other  proprietary  systems,  procedures,
designs or other  Company  assets,  including  those  owned or  licensed  by the
Company, for the term of this agreement or any extensions or renewals thereof.

4. Compensation of the Executive:

         Commencing with the date of ___________, 2002, and for the remainder of
the above term, and any extensions or renewals thereof, the Company shall pay to
the Executive  ______________ shares per annum at the discretion of the Board of
Directors.

5. Business Expenses:

         In addition, the Company may reimburse the Executive for any reasonable
travel,  hotel, or other expense incurred by the Executive at the request of the
Company  while  engaged in business on behalf of the Company,  provided that the
Executive  shall each month  submit an expense  statement  for the  approval and
payment of the Company.

6. Medical Insurance Benefits:

         In addition, the Company shall as soon as financially feasible make the
Executive  and his  immediate  family a member  of,  or  continue  the  existing
membership in, at the sole expense of the Company, any medical benefit insurance
plan presently, or in the future, offered to the executives of the Company.

7. Vacations and Holidays:

         During each twelve (12) month period hereunder,  the Executive shall be
entitled to a period of vacation time to be determined by the Company.  However,
in no event  shall  the  Executive  be  entitled  to less than four (4) weeks of
vacation  during  each and every  twelve  (12) month  period of the term of this
agreement,  and any extensions and renewals  hereof.  Such vacation time and all
other legally  recognized  state and federal holidays falling within the term of
this  agreement,  shall  be  without  any  reduction  in  the  salary  or  other
compensation to which the Executive is entitled under the terms hereof.

8. Survival of this Agreement:

         This  agreement  shall  survive  any   reorganization,   sale,  merger,
acquisition,  consolidation  or other transfer of the Company or its stock,  and
the  enforceability  of  the  terms  and  conditions,  promises,  and  covenants
contained herein shall be unaffected thereby.


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9. Separate Income:

         The  salary,  reimbursement  of  expenses,  and  other  benefits  to be
provided by the Company,  as enumerated herein,  shall be apart,  separate from,
and  unaffected by any other income of the Executive  from any profit sharing or
dividends to which the Executive shall be entitled as a shareholder in the stock
of the Company and its subsidiary(ies), if any.

10. Counterparts:

         This  agreement  may  be  executed   simultaneously   in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

11. Entire Agreement:

         This agreement  constitutes the entire  understanding among the parties
pertaining  to  the  subject  matter  hereof,   and  supersedes  all  prior  and
contemporaneous  agreements  and  understandings  of the  parties in  connection
herewith.   There   are   no   oral   promises,   conditions,   representations,
understandings,   interpretations   or  terms  of  any  kind  as  conditions  or
inducements to the execution of this agreement, which are not set forth herein.

12. Further Assurances:

         At any time, and from time to time,  after the date hereof,  each party
will  execute  such  additional  instruments,  and take such  action,  as may be
reasonably  requested by the other party to confirm or perfect any of the rights
or  obligations  of the parties set forth herein or to  otherwise  carry out the
intent and purposes of this agreement.

13. Waiver:

         Any  failure on the part of either  party  hereto to comply with any of
the obligations,  agreements or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.

14. Notices:

         All notices and  communications  hereunder shall be made in writing and
shall be deemed to have been given if  delivered  in person or sent by  prepaid,
first class,  registered or certified  mail,  return  receipt  requested to each
party at his or its address as first  hereinabove  set forth,  together with, in
the case of the Company a copy to:

         USCorp
         4535 West Sahara Avenue, Suite 204
         Las Vegas, NV 89102


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15. Severability:

         The parties to this agreement  hereby agree and affirm that none of the
above provisions is dependent upon the validity of all of the provisions, and if
any part of this  agreement is deemed to be  unenforceable,  the balance of this
agreement shall remain in full force and effect.

16. No Effect on Other Agreements:

         Nothing  contained  in this  Executive  Employment  Agreement  shall be
deemed to affect any of the rights,  or obligations of either party set forth in
any other agreement with the Company to which either party is a signatory.

17. Amendment:

         This  agreement or any provision  hereof,  may not be changed,  waived,
terminated or discharged  except by means of a written  supplemental  instrument
signed by the party or parties  against whom  enforcement  of the change waiver,
termination or discharge is sought.

18. Jurisdiction:

         This agreement shall be governed by the laws of the State of Nevada.

19. Inurnment:

         This agreement shall be binding upon the parties  hereto,  and inure to
the  benefit of the  parties,  and,  where  applicable,  their  heirs,  personal
representatives, successors in interest and assigns.

IN WITNESS  WHEREOF,  the undersigned have executed this agreement as of the day
and year first hereinabove set forth.


USCorp,

The "Company"

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By: Spencer Eubank, Secretary

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By:


The "Executive"

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By:



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