**Exhibit 10.37**

 

Schiphol-Oost, 11th February 2005

 

Matt S. Nydell

The Links 3

Ascot, Berkshire SL5 7TN

United Kingdom

 

Dear Mr. Nydell,

 

This letter isintended to clarify certain issues arising under your Employment Agreement (the“**Employment Agreement**”) with VIANET.WORKS, Inc. (“**VIA**”).

 

1.  Retention.  You agree to remain in the employment of VIAin your current position and continue in the performance of the duties andresponsibilities of your current position at VIA through May 31, 2005, andnot to voluntarily terminate your employment with VIA before that time.

 

2.  Retention Bonus.  Provided that you do not voluntarilyterminate your employment with VIA prior to May 31, 2005 and that youcontinue in the performance of the duties and responsibilities of your currentposition through May 31, 2005, VIA agrees to pay you a retention bonusequal to 43% of your annual bonus entitlement (which represents a bonus for thefive month period ending May 31, 2005), as determined by the compensationcommittee of VIA’s board of directors in a manner consistent with past bonusawards for executive officers of VIA (the “**Retention Bonus**”).  This Retention Bonus shall be paid to you onor before June 30, 2005, and shall be in lieu of any annual bonus you maybe eligible to receive for services performed during the five month periodending May 31, 2005.  If youvoluntarily terminate employment with VIA for any reason prior to May 31,2005 or if you fail to continue in the performance of the duties andresponsibilities of your current position (other than at the direction of theChief Executive Officer or Board of Directors of VIA or any applicable court oradministrative order, judgment or decree), you shall not be entitled to theRetention Bonus.

 

3.  Relocation Expenses.  In addition to the Retention Bonus, VIAagrees to pay the relocation expenses of you and your family, up to a maximumamount of [$25,000], in connection with a relocation of you and your family tothe United States of America that occurs within six months after thetermination of your employment with VIA. Any such relocation payment shall be made in accordance with, andsubject to, the relocation policy applicable to you as of the date hereof.

 

4.  Taxes. You acknowledge that the amounts payable to you hereunder willconstitute taxable income and will be subject to applicable withholding andemployment taxes to the extent required by law.

 

5.  Entire Understanding.  This letter sets forth the entireunderstanding of the parties with respect to the matters addressed in thisletter and supersedes

 

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any prior agreement or understanding relating to suchmatters.  This letter is intended as aclarification of certain terms of the Employment Agreement, so is not intendedto supersede that agreement, but to guide the implementation of that document.

 

6.  No Guarantee of Employment.  Nothing in this letter obligates VIA toemploy you in your current position or otherwise for any period of time orotherwise guarantees you any specific term of employment.

 

If you agree toall of the terms and conditions set forth above, please promptly forward theoriginal signed copy of this letter to VIA no later than two weeks from thedate of this letter.  Upon our receipt ofour original signed copy of this letter, this letter shall be deemed a bindingagreement between VIA and you in accordance with the terms and conditions setforth above.  In the event you fail toforward an original signed copy of this letter to VIA within such period, thisletter shall be of no force and effect and the offer contained herein shall bedeemed revoked without any further action on the part of VIA.

 

 
| Sincerely,                                                |   |
|-----------------------------------------------------------|--------|
|                                                      |   |
| Raymond Walsh                                             |   |
| Chief Executive Officer                                   |   |
|                                                      |   |
| I have read, I  understand, and I agree to the foregoing. |   |
|                                                      |   |
|                                                      |   |   |   |   |
| Matt S. Nydell                                            | Date   |   |
|                                                           |        |  |  |  |  |

 

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