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EXHIBIT 10.61
 PROPERTY DISBURSEMENT
SHARING AGREEMENT
between
Taiwan Kolin Company Limited
and
Syntax Groups Corporation
 1
    
    PARTIES
    2
    
    RECITALS
     3
    
    PROPERTY DISBURSEMENT SHARING
 3.1
    
    Upon commencement of the lease agreement, Kolin agrees to share the Base Rent, Security
Deposit, real property taxes and utilities fees, inter alia, gas,
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electricity, water and other fees and payments, mutually consent by both parties from time
to time, arisen out of the Property (the Property Disbursement) as shown in Schedule I
attached.
 3.2
    
    Syntax shall pay the Property Disbursement to respective payees and Kolin shall agree upon
receipt of Syntaxs debit memo in connection with its portion of the Property Disbursement to
reimburse and pay forthwith in pursuance with Schedule I to Syntax.4
    
    WARRANTIES OF SYNTAX4.1
    
    Syntax hereby warrants and represents to Kolin that Syntax is a corporation duly organized,
validly existing and in good standing under the laws of the State of California, the U.S.A.4.2
    
    Syntax hereby warrants that Syntax has all requisite power and authority to execute and
perform its obligations under this Agreement and consummate the transactions contemplated
hereby.5
    
    WARRANTIES OF KOLIN5.1
    
    Kolin warrants and represents to Syntax that Kolin is a corporation duly organized, validly
and in good standing under the laws of Taiwan.5.2
    
    Kolin hereby warrants that Kolin has all requisite power and authority to execute and perform
its obligations under this Agreement and consummate the transactions contemplated hereby.6
    
    MISCELLANEOUS6.1
    
    Amendment of Modification. The Provisions of this Agreement may be waived, altered, amended,
or repealed, in whole or in part, only by written consent of all Parties to this Agreement.6.2
    
    Binding Effect. This Agreement shall be binding upon and shall insure to the benefit of the
Parties to it and their respective heirs, representatives, successors and assigns. None of
the Parties hereto shall assign any of its rights or obligations hereunder except with the
express written consent of the other Parties hereto.
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6.3
    
    Invalidity. It is intended that each paragraph, provision and word of this Agreement shall
be viewed a separate and divisible, and in the event that any paragraph, provision or word
shall be held to be invalid, the remaining paragraphs, provisions or words shall continue to
be in full force and effect, giving such effect to the deleted paragraphs, provisions, words
as may be required to properly interpret the remaining Agreement.6.4
    
    Descriptive Headings. Descriptive headings contained herein are for convenience only and
shall not control or affect the meaning or construction of any provision of this Agreement.6.5
    
    Notice. Any and all notices, consents, requests, demands, instructions, approvals or other
communications of this Agreement shall be in writing and shall be deemed duly given on the
date of service personally on the Party to whom the notice is given, or within seven (7) days
after mailing, if mailed to the Party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid and properly addressed to the Party by an address
that the Party may have designated; if sent by facsimile, followed by first class mail, upon
receipt of the facsimile; and if sent by electronic mail when the communication is first
stored in the other partys electronic mailbox.6.6
    
    Choice of Law. This Agreement shall be construed in accordance with and governed by the laws
of the State of California.6.7
    
    Execution of Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and same
instrument.6.8
    
    Attorneys Fees. In the event of legal proceedings or arbitration is instituted to enforce,
interpret or for the breach of any of the terms of this Agreement, the prevailing Party shall
be entitled to his, her or its reasonable attorneys fees.6.9
    
    Survival of Warranties, Obligations, Promises and Representations. Any warranty, obligation,
promise or representation of any Party to this Agreement shall survive the closing of this
Agreement. This section shall be binding upon and shall inure to the benefit of the Parties to
this Agreement and their respective heirs, representatives, successors and assigns.6.10
    
    Alternatives Dispute Resolution. If any dispute arises relating to this Agreement, the
Parties will attempt in good faith to settle it through mediation conducted by a mediator to
be mutually selected. The Parties will share the costs to the mediator equally. If the dispute
is not resolved within 30 days after it is referred to a mediator, any Party may file a
lawsuit to enforce this Agreement.
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6.11
    
    Independent Counsel. Each Party to this Agreement hereby acknowledges that they have been
advised of their right to seek independent legal and/or other counsel regarding the
advisability of entering into this Agreement or consenting to any of the terms contained
herein, and have actually sought such independent advice and counsel or knowingly waived the
right to seek the same.
  Taiwan Kolin Company LimitedName:Signed:
    
    /s/ Roger KaoDate:
    
    6/14/04Syntax Groups CorporationName:
    
    Thomas ChowChief Financial OfficerSigned:
    
    /s/ Thomas ChowDate:
    
    6/8/04
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Schedule 1
 Property Disbursement Sharing Schedule
 Disbursement
    
    Period
    
    Monthly Installment
    
    Percentage(a) Base rent
    
    9/2004  8/2006
    
    USD4,500
    
    
    10
    %9/2006  8/2008
    
    Changed in
accordance with the
provisions of the
lease agreement
with Landlord
    
    
    10
    %(b) Security Deposit
    
    9/2004  8/2008
    
    USD9,000(c) Real Property
Taxes
    
    9/2004  8/2008
    
    
    
    
    10
    %(d) Utilities Fees
    
    9/2004  8/2008
    
    
    
    
    10
    %(e) Other Fees and
Payments if any
    
    9/2004  8/2008
    
    
    
    
    10
    %
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