Exhibit
        10.24

    

     


    DISTRIBUTION
      AGREEMENT

    


    THIS
      AGREEMENT (the “Agreement”), made effective this 15th
      day of August, 2008 (“Effective Date”) by and between E-Band Communications
      Corp., a corporation duly organized under the laws of California, (hereinafter
      “E-BAND”), and Dot VN, Inc., a corporation duly organized under the laws of the
      State of Delaware (hereinafter “DOT VN”) 

    


    WHEREAS,
      E-BAND manufactures and markets certain products and desires to increase the
      sales of such products;

    


    WHEREAS,
      DOT VN desires to promote and sell such product; and

    


    WHEREAS,
      E-BAND is willing to appoint DOT VN and DOT VN is willing to accept such
      appointment as distributor of E-BAND’S products in the territory defined
      herein;

    


    NOW,
      THEREFORE, in light of the mutual promises and covenants hereinafter set forth
      and for consideration the sufficiency and receipt of which is hereby
      acknowledged, the parties agree to as follows:

    


    ARTICLE
      1

    DEFINITIONS

    


    For
      purposes of this Agreement, the following words, terms and phrases where written
      with an initial capital letter, shall have the meanings assigned to them in
      this
      Article 1 unless the context otherwise requires:

    


    1.1
      Products.
      “Products” shall mean those products described in Exhibit
      A
      attached hereto and incorporated herein, as amended by E-BAND from time to
      time.
      E-BAND shall give DOT VN thirty (30) days written notice of such
      Amendment.

    


    1.2
      Territory.
      “Territory” shall mean a non-exclusive right to distribute in Cambodia, Thailand
      and Laos and an exclusive right to distribute in Vietnam. DOT VN has exclusive
      rights only to Vietnam subject to the requirements of Article 2.1.

    


    1.3
      Dot
      VN List Price.“Dot
      VN List Price” shall mean the prices then being quoted by E-BAND for sales
      of Products to DOT VN. Dot
      VN List Price does not include transportation, customs duties, tariffs, taxes,
      fees or other charges which may be imposed on the importation, handling,
      transportation, purchase, use or sale of Products. The DotVN List Price can
      be
      found in Exhibit A.

    


    1.4
      DOT
      VN Information.
      “DOT VN Information” shall mean all information, other than information in
      published form or expressly designated by DOT VN as non-confidential, which
      is
      directly or indirectly disclosed to E-BAND, regardless of the form in which
      it
      is disclosed, relating in any way to DOT VN’s markets, customers, products,
      patents, inventions, procedures methods, designs, strategies, plans, assets,
      liabilities, costs, revenues, profits, organization, employees, agents, or
      business in general. 

    


    1.5
      E-BAND
      Information.
      “E-BAND Information” shall mean all information, other than information in
      published form or expressly designated by E-BAND as non-confidential, which
      is
      directly or indirectly disclosed to DOT VN or embodied in Products provided
      hereunder, regardless of the form in which it is disclosed, relating in any
      way
      to E-BAND’S markets, customers, products, patents, inventions, procedures
      methods, designs, strategies, plans, assets, liabilities, costs, revenues,
      profits, organization, employees, agents, or business in general.

     

    1.6
Brand(s).“Brands”
shall
      mean all names, logotypes and trademarks held by E-BAND licensed
      to the DOT VN for the purpose of selling and promoting the
      Products.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      2

    APPOINTMENT

    


    2.1
      Scope.
      E-BAND hereby appoints DOT VN, and DOT VN hereby accepts appointment, as
      E-BAND’S distributor during the term of this Agreement with the right to sell or
      otherwise distribute Products in the Territory, under E-BAND’S name, logotypes
      and trademarks, or such other name as may be agreed to in writing by the
      Parties, subject to all the terms and conditions of this Agreement. Subject
      to
      the provisions of Article 2.2, such right to distribution shall be exclusive
      as
      to Vietnam (only) (“Exclusivity Right”), and shall be effective for a period of
      one (1) year from the Effective Date, provided, however that the sales quotas
      (the “Quotas”) set forth in Exhibit
      B
      are met by DOT VN. Upon the satisfaction of the Quotas, the Exclusivity Right
      shall be extended in accordance with the schedule attached hereto as
Exhibit
      B.
      E-BAND shall not appoint any person or entity other than DOT VN as its
      distributor for Products in Vietnam. E-BAND shall not sell, transfer, license
      or
      otherwise make available Product to any person or entity other than DOT VN
      in
      Vietnam. The Quotas shall be subject to a good faith review by both parties
      every year. If
      the Quotas are not met in any particular year, the Exclusivity Right shall
      terminate and E-BAND shall have the right to appoint other distribution agents
      in and/or market and sell the Products directly into Vietnam.

    


    2.2
      Frequency
      Licensure.
      It is acknowledged that Products cannot be sold in Vietnam until the requisite
      frequency licenses are granted. Therefore, the applicable time periods governing
      the Exclusivity Rights and Quotas during the initial year of this Agreement
      shall be tolled up to and including the date the requisite frequency licenses
      are granted by Vietnam’s Ministry of Information and Communications. DOT VN
      shall dilligently apply to the Ministry of Information and Communications for
      the requisite frequency licenses. The one year Exclusivity Period and the time
      to meet Quotas during the first year of this Agreement shall not be extended
      for
      more than ninety (90) days by reason of delays in obtaining the requisite
      frequency licenses. 

     

    2.3
      Inquiries.
      Any inquiry or order received directly or indirectly by E-BAND concerning
      potential sales of Product to be deployed in Vietnam shall be promptly referred
      to DOT VN. DOT
      VN may not actively market, resell or distribute Products outside the Territory,
      and shall promptly contact E-BAND regarding all inquiries and referrals received
      by DOT VN regarding potential sales of Products outside the
      Territory.

    


    2.4
      Limitations.
      This Agreement only permits DOT VN to sell Products originally sold to DOT
      VN by
      E-BAND. The sales of, or offer to sell, Products to DOT VN by E-BAND does not
      include any other right to manufacture or modify Products or
      Branding.

    


    2.5
      Discontinuation.
      E-BAND, in its sole discretion, shall have the right to discontinue the
      marketing, production, distribution of any or all of a Product Line at any
      time
      during the term of this Agreement, provided that E-BAND gives thirty
      (30) days prior written notice to DOT VN.
      E-BAND shall be under no obligation to continue the production of any Products,
      except as per orders accepted and confirmed by E-BAND. E-BAND may modify,
      replace, and improve Products, at E-BAND’s discretion, without prior notice
      and/or liability to DOT VN, but shall give thirty (30) days prior written notice
      to DOT VN of a price adjustment resulting from any such modication, replacement,
      or improvement.  


    
      
         

      

      
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    ARTICLE
      3

    GENERAL
      OBLIGATION OF DOT VN

    


    3.1
      Legal
      Requirements.
      DOT VN shall take all reasonable steps to accomplish all national and local
      legal requirements applicable to the importation and sale of the Product as
      well
      as any other activity associated with the importation and sale of the
      Product, including
      registration, certification and licensing of Product in Territory, as necessary
      and shall provide such related documents to E-BAND upon request. E-BAND retains
      all such rights, title, and interest in and concerning such rights after Product
      is so registered. DOT VN will keep E-BAND updated as to the process and
      timing.
      DOT VN is liable for all irregularities and fines attributable to DOT VN’s
      importation and/or sale of the Product. DOT VN agrees to comply with all
      intellectual property requirements as set forth in Section 9 of this
      agreement.

    


    3.2.
      Assignment
      or Abandonment.
      DOT VN may not abandon its obligations or transfer /assign to third party the
      rights and obligations originated from this Agreement, without prior
      authorization of E-BAND. Notwithstanding, nothing herein shall be construed
      to
      restrict DOT VN’s right to employ or utilize subcontractors in connection with
      Product installation or customer service. DOT VN remain fully liable under
      this
      agreement for any third party engaged by DOT VN to commercially or technically
      support the sale and distribution of the Product.

    


    3.3.
      Competition.
      DOT VN will not promote trade, represent or distribute, direct or indirectly,
      in
      its own name or through third parties other goods that compete directly with
      the
      Products supplied by E-BAND during the term of the Agreement. 

    


    3.4
      Costs.
      DOT VN shall be responsible for all costs and expenses incurred directly or
      indirectly, from the activities of DOT VN and may not seek from E-BAND any
      type
      of reimbursement or payment for its activities except in situations of gross
      negligence or malfeasance by E-BAND. In
      addition to Dot VN List Price, the amount of any present or future duty, tariff,
      tax, fee or charge applicable to the importation, handling, transportation,
      purchase, use or sale of Products shall be paid by DOT VN except where law
      otherwise provides, in which event the amount of such duties, tariffs, taxes,
      fees or charges shall be added to the then current Dot VN List
      Price.

    


    3.5
      Local
      Presence.
      DOT VN must maintain an office in the Territory and comply with all applicable
      national and local legal requirements for maintaining such office. 

    


    3.6
      Marketing.
      DOT VN agrees to use best efforts to solicit, market and distribute Products
      in
      order to meet the Quotas. DOT
      VN agrees to advertise Products and to distribute literature and catalogues
      and
      to do such other tasks as is reasonably necessary to maintain the goodwill
      of
      customers within the Territory, and to maintain at all times sufficiently
      trained sales and technical personnel to enable DOT VN to perform its
      obligations under this Agreement. E-BAND agrees to provide DOT VN with all
      formally released content, sales, marketing and training material written in
      the
      English language, including software versions for DOT VN to translate, at its
      expense, material for local requirements. E-BAND will continually under the
      term
      of this agreement provide DOT VN with updates to such marketing material. DOT
      VN
      agrees to promote the Product at key marketing events in territory.



    
      
         

      

      
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    3.7
      Compliance.
      DOT VN agrees (i) not to make nor permit any of its employees, agents, sales
      representatives or subcontractors to make any representation or warranty with
      respect to or otherwise describe any Products distributed and sold hereunder
      except in strict accordance with literature relating thereto and written
      descriptions thereof; (ii) that compliance with all applicable laws and
      regulations and the accurate translation of any descriptive or operational
      literature, including the expense thereof, shall be DOT VN’s sole
      responsibility; (iii) not to do anything in violation of the U.S. Import and
      Export Administration statutes and regulations, or similar laws and regulations
      within the Territory; (iv) to comply with all laws applicable to the performance
      of the Agreement, including the Anti-Kickback Act (41 U.S.C. §§ 51-58) and the
      Byrd Amendment (31 U.S.C. § 1352); and (v) to immediately bring to the attention
      of E-BAND any improper or wrongful use in the Territory of E-BAND’s patents,
      trademarks, copyrights, emblems, designs, models or similar industrial or
      commercial rights which come to DOT VN’s notice.

    


    3.8.
      Pricing.
      DOT VN agrees to follow the pricing structure and policy of the Product per
      Exhibit A. DOT VN shall have discretion to establish Product pricing within
      the
      Territory within the framework of Exhibit A. 

    


    ARTICLE
      4

    ORDERS
      FOR PRODUCTS

     

    4.1
      Purchase
      Orders.
      DOT VN shall submit purchase orders for the products to E-BAND in writing or
      by
      facsimile which shall set forth at a minimum:

     

    
      	 	
              4.1.1

            	
              An
                identification of the Products
                ordered,

            


    

    


    
      	 	
              4.1.2

            	
              Quantity,

            


    

    


    
      	 	
              4.1.3

            	
              Requested
                delivery dates, and

            


    

    


    
      	 	
              4.1.4

            	
              Shipping
                instructions and shipping address.

            


    

    


    
      	 	
              4.1.5

            	
              Billing
                instructions and billing address

            


    

    


    The
      terms and conditions of this Agreement shall apply to and govern all orders
      for
      Products submitted to E-BAND by DOT VN. Nothing contained in any such orders
      shall in any way modify such terms and conditions or add any additional terms
      and conditions except as otherwise agreed to in writing by the parties hereto.
      In the event of any conflicting terms between any purchase order and this
      Agreement, the terms and conditions set forth herein shall control. 

    


    4.2
      Delivery
      Terms.
      Purchase orders matching forecasted volumes will be delivered FOB San Diego
      within 30 days from accepted purchase order. Orders not included in forecasted
      volumes will be shipped FOB San Diego per date provided to DOT VN upon
      acceptance of such non-forecasted orders. E-BAND shall inform DOT VN of any
      delay in shipment for accepted purchase orders. If such unexpected delay occurs
      DOT VN shall have the right to cancel such accepted but delayed purchase order.
      


    
      
         

      

      
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    ARTICLE
      5

    PRICES
      AND PAYMENT

    


    5.1
      Prices.
      The E-BAND List Price and related discount to DOT VN for distribution of the
      Product is expressed in Exhibit
      A.

    


    5.2
      Price
      Changes.
      E-BAND shall inform DOT VN of any price changes at least 30 days before such
      pricing comes into effect. DOT VN shall during the term of this agreement be
      eligible for lowest pricing of the Product offered by E-BAND to any channel
      partner in the Territory, subject to related volume and quota requirements
      to be
      elgible for such lower price level.

    


    (a)
      Price Increase. In the event E-Band increases the price for any E-Band Product,
      the increase shall apply to: any order received by E-Band after the effective
      date of the increase; and any order or portion thereof to be shipped after
      the
      effective date of the increase regardless of the date the order was received;
      provided, however, that any order or portion thereof transmitted by DOT VN
      prior
      to E-Band's announcement of the increase and affected thereby, may be cancelled
      without penalty by DOT VN by written notice to E-Band within ten (10) days
      of
      such announcement. 

    


    (c)
      Price Decrease. In the event that E-Band decreases the price for any E-Band
      Product, the decrease shall apply to all units of such product in DOT VN's
      inventory that are still new as of the effective date of the decrease, and
      that
      had been shipped to DOT VN no more than ninety (90) days prior to such effective
      date. For each unit of product as to which this section applies, DOT VN will
      receive a credit against the price of a subsequent unit purchased from E-Band
      within ninety (90) days of the effective date of the price
      decrease.

    


    5.3
      Payment
      Terms.
      All payments hereunder shall be made on Net 30 terms in U.S. Dollars or such
      other currency as may be mutually agreed upon shipment of Products by E-BAND
      to
      the Company at the shipping address set forth in the Purchase Order. Payment
      Terms are pending E-BAND’s credit approval of DOT VN.

    


    5.4
      Record-keeping.
      DOT VN agrees to keep accurate records of sales, revenues received, discounts
      provided, and resale customers related to and from the distribution of Products
      during the term of this Agreement and for a period of twelve (12) months
      thereafter (the “Reporting Period”). During the Reporting Period, DOT VN agrees
      to provide a copy of such report monthly to E-BAND.

     

    ARTICLE
      6

    REPRESENTATIONS
      AND WARRANTIES

    


    6.1
      Representations
      and Warranties by E-Band.

    


    6.1.1
      Organization.
      E-BAND is a corporation duly organized, validly existing and in good standing
      under the laws of the state of California. 

    


    6.1.2
      Authority;
      Consents and Approvals; No Violations.
      E-BAND has the full corporate power and authority and legal right to execute
      and
      deliver this Agreement, and otherwise to perform its obligations hereunder.
      This
      Agreement has been validly executed and delivered by E-BAND and will constitute
      a valid and binding obligation of E-BAND enforceable in accordance with its
      terms, except to the extent such enforceability may be limited by the effects
      of
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting creditors' rights generally, and by the effect of general principles
      of equitable law, regardless of whether such enforceability is considered in
      a
      proceeding in equity or at law. The execution and delivery of this Agreement
      and
      the consummation of the transactions contemplated hereby do not and will not
      violate any provision of E-BAND's Certificate of Incorporation or Bylaws or
      violate, conflict with, result in a breach of or constitute (with or without
      due
      notice, lapse of time or both) a default under any agreement, license, contract,
      franchise, permit, indenture, lease, or other instrument to which E-BAND is
      a
      party, or by which it or any of its assets are bound. 


    
      
         

      

      
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    6.1.3
      Intellectual
      Property.
      E-BAND warrants and represents that the exercise of any rights by DOT VN in
      accordance with this Agreement will not infringe upon the any right of any
      third
      party. 

    


    E-BAND
      further represents and warrants that: 

    


    
      	 	
              (1)

            	
              All
                intellectual property that E-BAND uses and provides to DOT VN does
                not
                infringe any patent, trademark, trade name, copyright or
                title.

            


    

    


    
      	 	
              (2)

            	
              E-BAND
                has taken all reasonable steps to secure such licenses and/or patents,
                trademarks, trade name or copyright related to the production, sale
                and
                operation of the Products.

            


    

    


    
      	 	
              (3)

            	
              Unless
                otherwise expressly provided in writing prior to delivery of the
                Prodcuts,
                E-BAND is the sole owner of all Products provided to DOT VN, and
                no rights
                have been granted, or will be granted in the Products that are
                inconsistent with the rights granted in this
                Agreement.

            


    

    


    
      	 	
              (4)

            	
              E-BAND
                grants and assigns to DOT VN the benefit of all warranties and
                representations made for E-BAND’s benefit by any third party with respect
                to the Products.

            


    

    


    
      	 	
              (5)

            	
              That
                there are no liens, encumbrances and/or obligations in connection
                with the
                Products, the technology upon which the Products are based or any
                of the
                intellectual property of E-BAND other than such liens, encumbrances
                and/or
                obligations specifically set forth herein or that will not have a
                materially adverse effect on the consummation of the transactions
                contemplated hereby.

            


    

    


    6.2
      Representations
      and Warranties by DOT VN.

    


    6.2.1
      Organization.
      DOT
      VN is a corporation duly organized, validly existing and in good standing under
      the laws of the state of Delaware.

    


    6.2.2
      Authority;
      Consents and Approvals; No Violations.
      DOT
      VN has the full corporate power and authority and legal right to execute and
      deliver this Agreement, and otherwise to perform its obligations hereunder.
      This
      Agreement has been validly executed and delivered by DOT VN and will constitute
      a valid and binding obligation of DOT VN enforceable in accordance with its
      terms, except to the extent such enforceability may be limited by the effects
      of
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting creditors' rights generally, and by the effect of general principles
      of equitable law, regardless of whether such enforceability is considered in
      a
      proceeding in equity or at law. The execution and delivery of this Agreement
      and
      the consummation of the transactions contemplated hereby do not and will not
      violate any provision of DOT VN's Certificate of Incorporation or Bylaws or
      violate, conflict with, result in a breach of or constitute (with or without
      due
      notice, lapse of time or both) a default under any agreement, license, contract,
      franchise, permit, indenture, lease, or other instrument to which DOT VN is
      a
      party, or by which it or any of its assets are bound.


    
      
         

      

      
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    ARTICLE
      7

    ACCEPTANCE
      AND WARRANTY

    


    7.1
      Acceptance
      of Products.
      In the event of any shortage, damage or discrepancy in or to a shipment of
      Products, DOT VN shall promptly report the same to E-BAND and furnish such
      written evidence or other documentation. Upon notice of such shortage, damage
      or
      discrepancy, E-BAND shall promptly deliver additional or substitute Products
      to
      DOT VN in accordance with the delivery procedures set forth herein.

    


    7.2
      Product
      Warranty.
      E-BAND warrants for a period of one (1) year after the date of delivery in
      accordance with Article 4.2 hereof that the Products shall be free from defects
      in material and workmanship per E-BAND’s standard warranty in Exhibit
      D
      E-BAND shall, in the event of breach, provide at no charge to DOT VN conforming
      replacement or substitute Products. The Warranty will be provided in accordance
      to E-BAND’s standard terms and conditions in effect at a given time

    


    7.3
      Technical
      Support and Training.
      DOT VN shall be responsible for level one and level two support, and E-BAND
      shall be responsible for level three support according to Exhibit
      C.
      DOT VN will assign at least two dedicated Trainers for the E-BAND Product.
      E-BAND will train the DOT VN trainers to secure support according to Level
      1 and
      2 per Exhibit
      C.
      Such training can be scheduled at the E-BAND site in San Diego as needed but
      with 15 days notice by DOT VN to E-BAND. E-BAND shall provide training to DOT
      VN
      Trainers and other personnel at site in Territory upon first delivery of trial
      equipment and second, upon shipment of first commercial purchase order or as
      otherwise agreed with DOT VN.

    


    7.4
      Disclaimer.
      IT
      IS EXPRESSLY AGREED THAT THE WARRANTY SET FORTH HEREIN SHALL BE THE SOLE AND
      EXCLUSIVE REMEDY
      OF DOT VN, ITS CUSTOMERS AND END USERS. UNDER NO CIRCUMSTANCES SHALL E-BAND
      BE
      LIABLE FOR ANY COSTS, LOSS, EXPENSE, DAMAGES, SPECIAL DAMAGES, INCIDENTAL
      DAMAGES OR CONSEQUENTIAL DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM THE DESIGN,
      MANUFACTURE, SALE, USE OR REPAIR OF PRODUCTS, WHETHER BASED UPON WARRANTY,
      CONTRACT, NEGLIGENCE OR STRICT LIABILITY. IN NO EVENT WILL LIABILITY EXCEED
      THE
      DOT VN LIST PRICE OF THE APPLICABLE PRODUCT. EXCEPT AS EXPRESSLY SET FORTH
      HEREIN, THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS. THE WARRANTY AND LIMITS
      OF LIABILITY CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES AND
      LIABILITIES, EXPRESSED OR IMPLIED ARISING BY LAW, CUSTOM, BY ORAL OR WRITTEN
      STATEMENTS. ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING,
      USAGE OR TRADE PRACTICE, AND ANY DUTIES OF LACK OF NEGLIGENCE OR WORKMANLIKE
      EFFORT ARE HEREBY DISCLAIMED BY E-BAND, ITS LICENSORS AND
      REPRESENTATIVES.


    
      
         

      

      
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    ARTICLE
      8

    CONFIDENTIALITY

    


    8.1
      Acknowledgment.
      Both Parties acknowledge and agree that both the DOT VN Information and the
      E-BAND Information (collectively the “Information”) is confidential and
      proprietary. The Parties agree not to use the Information during the term of
      this Agreement for any purpose other than as permitted or required for the
      performance by each Party hereunder. The Parties further agree not to disclose
      or provide any such Information to any third party and to take all necessary
      measures to prevent any such disclosure by its employees, agents, contractors,
      or consultants during the term hereof. Nothing contained herein shall prevent
      either Party from using disclosing or authorizing the disclosure of any
      Information which (i)
      was in the public domain at the time it was disclosed or has entered the public
      domain through no fault of the receiving party; (ii) was independently developed
      by the receiving party without any use of the Information; or (iii) became
      known
      to the receiving party, without restriction, from a source other than the
      disclosing party, without breach of this Agreement by the receiving party and
      otherwise not in violation of the disclosing party's rights. In addition, the
      receiving party may disclose the other party’s Information as required under
      applicable law or regulation, including rules of any applicable securities
      exchange, or pursuant to the order or requirement of a court, administrative
      agency, or other governmental body; provided, however, that the receiving party
      will provide prompt prior notice of such disclosure to the disclosing party
      to
      enable the disclosing party to seek a protective order or otherwise restrict
      such disclosure.

    


    ARTICLE
      9

    INTELLECTUAL
      PROPERTY

     

    9.1
      Use
      of Trademarks.
      E-BAND hereby grants to DOT VN a non-exclusive, and royalty-free right and
      license to use the E-BAND trademarks specified in Exhibit
      E
      attached hereto, as such Exhibit may be modified from time to time during the
      term of this Agreement, in connection with the sale or other distribution,
      promotion, advertising and maintenance of the Products in the Territory. E-BAND
      does further grant DOT VN the right to allow resellers, sub-distributors or
      agents of DOT VN to use E-BAND trademarks in furtherance of marketing, promotion
      and sale of E-BAND Products in the Territory.

    


    9.2
      Registration
      and IP Protection.
      E-BAND shall use best efforts to register the E-BAND Intellectual Property
      specified in Exhibit E, as such Exhibit may be modified during the term of
      this
      Agreement, in such jurisdictions in which E-BAND determines that registration
      is
      necessary or useful to the successful distribution of Products. In addition,
      in
      the event E-BAND believes that it is advisable to effect any filing or obtain
      any governmental approval or sanction for the use by DOT VN of any of E-BAND’S
      trademarks pursuant to this Agreement, the parties shall fully cooperate to
      do
      so. All expenses relating to the registration of E-BAND’S trademarks in the
      Territory as well as the making of any filing or obtaining any governmental
      approvals for the use by DOT VN of E-BAND’S trademarks shall be borne by
      E-BAND.

    


    9.3
      Termination
      of Use.
      DOT VN acknowledges E-BAND’S proprietary rights in and to E-BAND’S trademarks
      and trade names and DOT VN hereby waives all rights to any trademarks, trade
      names, and logotypes now or hereafter solely originated or licensed by
      E-BAND.


    
      
         

      

      
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    9.4
      Ownership.
      DOT VN agrees not to modify, adapt, prepare derivative works from, decompile,
      or
      disassemble the Products. DOT VN further agrees not to, at any time, remove,
      obscure, or alter E-BAND’s copyright notice, logos, trademarks, or other
      proprietary rights notices affixed to or contained within the Products. Other
      than as permitted herein, DOT VN will not display or otherwise use, remove,
      obscure, alter or permit any person or entity under its control to display
      or
      otherwise use remove, obscure, alter any of the trademarks, service marks,
      trade
      names, copyrights or other proprietary designations, or any variations or
      combinations thereof, owned by E-BAND, without the prior express written consent
      of E-BAND. DOT VN will send for appropriate approval, prior to the use of any
      trademark, service mark, trade name, copyright or proprietary designation,
      or
      any variation or combination thereof, a sample of each letterhead, invoice,
      price list, label, packaging material, sign, brochure, and all other
      advertising, promotional, printed or other material displaying or otherwise
      using the trademark, trade name, service mark, copyright or other proprietary
      designation, or combination or variation thereof, and will display or otherwise
      use only such material as E-BAND appropriately consents in writing to be
      displayed or otherwise used. Any such approval shall not grant to DOT VN, by
      implication or otherwise, any ownership or other intellectual property right
      in
      or to such trademarks, service marks, trade names or other intellectual property
      rights owned or controlled by E-BAND.

    


    ARTICLE
      10

    INDEMNIFICATION

    


    10.1
      E-Band’s
      Obligations.
      E-BAND shall, at its own expense, defend any suit instituted against DOT VN
      which is based on any allegation that any Products manufactured by E-BAND and
      sold to DOT VN hereunder injure or cause harm to a consumer of E-BAND’S Products
      due to product defect unless caused by DOT VN. E-BAND shall further defend
      DOT
      VN against any suit instituted against DOT VN which is based on any allegation
      that any Products manufactured by E-BAND and sold to DOT VN hereunder constitute
      an infringement of any patent unless
      such Products are modified by DOT VN or its agents, subdistributors or
      resellers.
      E-BAND shall indemnify DOT VN against any award of damage and costs made against
      DOT VN by a final judgment of a court of last resort due
      to the breach of any representation, warranty or covenant in this Agreement
      by
      E-BAND, or
      if it is determined that any injury or patent infringement has resulted from
      the
      action or omission of action by E-BAND, unless caused by the gross negligence
      or
      intentional misconduct of DOT VN.

    


    10.2
      Dot
      VN’s Obligations.
      DOT VN shall, at its own expense, defend any suit instituted against E-BAND
      which is based on any allegation that any Products sold by DOT VN hereunder
      injure or cause harm to a consumer of E-BAND’S Products due to action or
      omission of action by DOT VN. DOT VN shall further defend E-BAND against any
      suit instituted against E-BAND which is based on any allegation that any
      Products manufactured by E-BAND and sold to DOT VN hereunder constitute an
      infringement of any trade mark, trade name, logotype or brand name originated
      by
      DOT VN. DOT VN shall indemnify E-BAND against any award of damage and costs
      made
      against E-BAND by a final judgment of a court of last resort due to the breach
      of any representation, warranty or covenant in this Agreement by DOT VN, or
      if
      it is determined that any injury or trademark infringement has resulted from
      the
      action or omission of action by DOT VN, unless caused by the gross negligence
      of
      intentional misconduct of E-BAND.

    


    ARTICLE
      11

    TERM
      AND TERMINATION

    


    11.1
      Term.
      This Agreement shall take effect in Territory as of the Effective Date and
      shall
      continue for a period of three (3) years. Thereafter, this Agreement shall
      be
      renewed annually, one year at a time, provided that Parties have given each
      other mutual renewal notice. Such notice of renewal shall be presented and
      confirmed in writing or facsimile no later than sixty (60) days prior to the
      end
      of the term of this Agreement, as long as next year’s quota in Vietnam is
      mutually agreed and confirmed by Purchase Order to E-BAND at such time of
      renewal.


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


    11.2
      Termination.
      Notwithstanding the provisions of Article 11.1 above, this Agreement may be
      terminated in accordance with the following provisions:

    


    11.2.1
      Either party hereto may terminate this Agreement at anytime by giving notice
      in
      writing to the other party, which shall be effective upon dispatch, should
      the
      other party file a petition of any type as to its bankruptcy, be declared
      bankrupt, become insolvent, make an assignment for the benefit of its creditors,
      go into liquidation or receivership; or otherwise lose legal control of its
      business or should the other party or a substantial part of its business come
      under the control of a third party

    


    11.2.2
      Either party may terminate this Agreement by giving notice in writing to the
      other party should an event of Force Majeure continue for more than six (6)
      months as provided in Article 12.2 below;

    


    11.2.3
      Either party may terminate this Agreement by giving notice in writing to the
      other party in the event the other party is in material breach of this Agreement
      and shall have failed to cure such breach within thirty (30) days of receipt
      of
      written notice thereof from the non-breaching party;

    


    11.2.4
      Either party may terminate this Agreement on sixty (60) days prior written
      notice, provided that, upon termination all obligations pursuant to an issued
      and accepted PO shall remain in full force and effect.

    


    11.3
      Rights
      and Obligations upon Termination.
      In the event of termination of this Agreement for any reason, the parties shall
      have the following rights and obligation:

    


    11.3.1
      Termination of the Agreement shall not release either party from the obligation
      to make payment on all amounts due as of the date of Termination or due with
      respect to delivered or pending orders, but shall release DOT VN of any further
      obligation to purchase Products. Termination, unless due to material breach
      of
      this Agreement by DOT VN shall not release E-BAND from fulfilling accepted
      and
      confirmed purchase orders;

    


    11.3.2
      E-BAND shall have the right at its option to repurchase any part or all of
      DOT
      VN’s inventory of Products, not committed or sold to a customer, in DOT VN’S
      possession as of the termination date at E-BAND’S invoiced price, less any
      amount for excessive wear and tear, plus freight to the original port of
      origin.

    


    11.3.3
      DOT VN’S obligations pursuant to Article 8 hereof shall survive the termination
      of this agreement;

    


    11.3.4
      Upon termination of this Agreement, DOT VN will cease to display or otherwise
      use all trademarks, service marks, trade names, copyrights, other proprietary
      designations, and variations and combinations thereof, for which consent to
      display or otherwise use was granted, and will deliver to E-BAND or destroy
      them, at E-BAND’s sole discretion, free of any charge, all materials of any type
      or kind displaying or otherwise using the same which are in DOT VN’s
      control.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     


    ARTICLE
      12

    FORCE
      MAJEURE

    


    12.1
      Definition.
      Force Majeure shall mean any event or condition, not existing as of the date
      of
      signature of this Agreement, not reasonably foreseeable as of such date and
      not
      reasonably within the control of either party, which prevents in whole or in
      material part, the performance by one of the parties of its obligations
      hereunder or which renders such obligations so difficult or costly as to make
      such performance commercially unreasonable. Without limiting the foregoing,
      the
      following shall constitute events or conditions of Force Majeure: acts of State
      or governmental action, riots, disturbance, war, strikes, terrorism, lockouts,
      slowdowns, prolongs shortage of energy supplies, epidemics, fire, flood,
      hurricane, typhoon, earthquake, lightning and explosion. It is in particular
      expressly agreed that any refusal or failure of any governmental authority
      to
      grant any export license legally required for the fulfillment by E-Band of
      its
      obligations hereunder shall constitute an event of Force Majeure.

    


    12.2
      Notice.
      Upon giving notice to the other party, a party affected by an event of Force
      Majeure shall be released without any liability on its part from the performance
      of obligations under this Agreement, except for the obligation to pay any
      amounts due and owing hereunder, but only to the extent and only for the period
      that its performance of such obligations is prevented by the event of Force
      Majeure. Such notice shall include a description of the event of Force Majeure,
      and its cause and possible consequences. The party claim Force Majeure shall
      promptly notify the other party of the termination of such event.

    


    12.3
      Suspension
      of Performance.
      During the period that the performance by one of the parties of its obligations
      under this Agreement has been suspended by reason of an event of Force Majeure,
      the other party may likewise suspend the performance of all or part of its
      obligations hereunder to the extent that such suspension is commercially
      reasonable.

    


    12.4
      Termination.
      Should the period of Force Majeure continue for more than six (6) consecutive
      months, either party may terminate this Agreement without liability to the
      other
      party except for payments due to such date, upon giving written notice to the
      other party.

    


    ARTICLE
      13

    FUTURE
      ENDEAVORS.

    


    13.1
      E-BAND and DOT VN will explore the possibility of additional partnership
      opportunities, including but not limited to, manufacturing, service and repair.
      

    


    13.2
      E-BAND and DOT VN agree that both parties will mutually agree upon the
      appropriate business model for all jointly created new ventures. 

     

    ARTICLE
      14

    MISCELLANEOUS

    


    14.1
      Relationship.
      This Agreement does not make either party the employee, agent or legal
      representative of the other for any purpose whatsoever. Neither party is granted
      any right or authority to assume or to create any obligation or responsibility,
      express or implied, on behalf of or in the name of the other party. In
      fulfilling its obligations pursuant to this Agreement each party shall be acting
      as an independent contractor. Any
      place or places of business maintained by DOT VN in connection with the
      performance of this Agreement shall be maintained at DOT VN’s own name. DOT VN
      agrees to indemnify, defend and hold E-BAND harmless from any and all claims
      against E-BAND from DOT VN’s acts or failure to act when required to do
      so.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     


    14.2
      Assignment.
      Neither party shall have the right to assign or to otherwise transfer its rights
      and obligations under this Agreement except with the prior written consent
      of
      the other party. Further any successor in interest by merger, operation of
      law,
      assignment, purchase or otherwise of the entire party shall acquire all rights
      and obligations of such party hereunder. Any prohibited assignment shall be
      null
      and void. However, this term shall not be construed to limit DOT VN’s ability to
      enter into any partnerships, agreements or subcontracting relationships as
      DOT
      VN may deem necessary, in its sole discretion, to conduct business within the
      Territory. If such other party consents as stated above,any potential assignee
      must agree to abide by the terms and conditions of this Agreement. "Assignment"
      shall be deemed to include the transfer of substantially all the assets of,
      or
      majority interest in the voting stock of, either party, or the merger of either
      party with one or more third parties.

    


    14.3
      Disputes.
      In the event of any dispute, the parties respective decision makers agree to
      meet within ten (10) business days and in good faith seek an informal resolution
      of the disputed issue. If no resolution is reached, the parties agree to submit
      any claim, dispute or controversy (“Claim”) against the other, or against the
      employees, agents or assigns of the other, arising from or relating in any
      way
      to this Agreement, including Claims regarding the applicability of this
      arbitration clause or the validity of the entire Agreement, to binding
      arbitration to be administered by JAMS under its Streamlined Rules, unless
      the
      parties otherwise agree. The sole arbitrator shall have the power to determine
      issues of arbitrability, and shall apply the laws of the State of California,
      except for, and limited only to claims or issues where California law is
      preempted by federal statute. All other issues shall be governed by applicable
      California law, excluding the Convention on Contracts for the International
      Sale
      of Goods and that body of law known as conflicts of laws.. If the parties cannot
      agree on a single arbitrator, a panel of 3 arbitrators shall be employed, the
      parties each selecting one arbitrator, and the two arbitrators so selected
      shall
      choose a third “independent” arbitrator. All arbitrators must either be licensed
      attorneys or retired judges. The parties shall have right to full discovery
      to
      the extent permitted by the California Code of Civil Procedure and California
      Rules of Court applicable to judicial arbitrations. The arbitrator(s) shall
      be
      empowered to appoint experts and/or consultants, resolve discovery disputes
      grant equitable relief, compensatory and punitive damages, and grant any relief
      a party could obtain in an action initiated in the a California Superior Court,
      proceed ex-parte should one party fail to appear, and grant any other type
      of
      relief appropriate to the particular circumstances. The arbitrator shall have
      the power to award the prevailing party its litigation expenses including
      reasonable attorneys fees and costs, and expert witness fees. The hearing shall
      take place within 6 months of submission to arbitration. No pre-hearing motions
      may be filed, other than with respect to requests for injunctive relief and
      discovery disputes. The arbitration hearing will be held in San Diego,
      California. Judgment may be entered in any court of competent jurisdiction.
      The
      parties agree that all proceedings are confidential until 30 days after the
      award is made. In the event the losing party fully complies with all aspects
      of
      any adverse decision, including payment of all amounts awarded to the other
      party, the matter shall be sealed and remain confidential in perpetuity.


    


    14.4
      Amendment.
      This Agreement may not be modified or amended except by an instrument in writing
      signed by each of the parties hereto, or their respective permitted successors
      in interest. Exhibits may be updated continuously after agreement and signature
      by both parties.

     

    14.5
      Waiver.
      No term or condition of this Agreement shall be deemed to have been waived,
      nor
      any estoppel against the enforcement of any provision of this Agreement, except
      by written instrument of the party charged with such waiver or estoppel. In
      addition, no such written waiver or estoppel that is in effect shall be deemed
      to be a continuing waiver unless specifically stated therein, shall operate
      only
      as to the specific term or condition waived and shall not constitute a waiver
      as
      to any act other than that specifically waived or as to any term, condition
      or
      obligation that comes into effect subsequent to the written waiver.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    14.6
      Agreement
      in Counterparts.
      This Agreement may be executed in counterparts, each of which thus executed
      shall be deemed an original, but all of which, taken together, shall constitute
      one and the same agreement, binding upon the parties hereto, their
      administrators, successors and permitted assigns.

     

    14.7
      Severability.
      If any provision of this Agreement, or the application thereof, shall be
      determined by a court of competent jurisdiction to be invalid or unenforceable,
      then this Agreement shall remain in full force and effect between the parties
      to
      the greatest extent permitted by law unless the invalidity or unenforceability
      of such provision or provisions destroys or materially impairs the basis of
      the
      bargain between the parties as contained in this Agreement. 

     

    14.8
      Captions;
      References.
      Article and paragraph headings in this Agreement are for convenience of
      reference only and shall not affect the construction or interpretation of this
      Agreement. Whenever the terms "hereof", "hereby", "herein" or words of similar
      import are used in this Agreement they shall be construed as referring to this
      Agreement in its entirety rather than to a particular paragraph or provision,
      unless the context specifically indicates to the contrary. Any reference to
      a
      particular or "Paragraph" or “Article” shall be construed as referring to the
      indicated paragraph or section of this Agreement unless the context specifically
      indicates to the contrary.

     

    14.9
      Notices. Any
      notice, direction or other instrument required or permitted to be given under
      or
      in connection with this Agreement shall be effective when either delivered
      personally, mailed by certified mail, return receipt requested (with postage
      prepaid), to the addresses listed below, or deposited with Federal Express
      or
      other reputable courier (with fee prepaid) for overnight delivery to the
      addresses listed below:

     

    If
      to DOT VN:

    


    DOT
      VN, INC.

    Attn:
      Legal Department

    9449
      Balboa Avenue, Suite 114

    San
      Diego, CA 92123

    


     

    If
      to E-BAND:   

    


    E-BAND
      COMMUNICATIONS CORP.

    Attn:

    10095
      Scripps Ranch Ct., Suite A

    San
      Diego, CA 92131

     

    With
      a Copy to: 


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    Any
      party may change its address for service from time to time by notice given
      in
      accordance with the foregoing and any subsequent notice shall be sent to the
      party at its new address, as so noticed.

     

    14.10
      Entire
      Agreement.
      The parties have read this Agreement and agree to be bound by its terms, and
      further agree that it constitutes the complete and entire Agreement of the
      parties and supersedes all previous and contemporaneous communications, oral,
      implied or written, and all other communications between them relating to the
      subject matter thereof. No representations or statements of any kind in relation
      to the subject matter hereof made by either party, which are not expressly
      stated herein, shall be binding on such party.

    


     

    IN
      WITNESS WHEREOF,
      the parties hereto have signed this Agreement, thereunto duly authorized on
      the
      day and year above written.

     

    
 

    


    E-BAND
      COMMUNICATIONS CORP.

    


    By
       /s/
      Saul
      Umbrasas                              


    Saul
      Umbrasas, Chief Marketing Officer

    


    


    DOT
      VN, INC.


     


    By
       /s/
      Lee
      Johnson                                   


    Lee
      Johnson, President

    



    
      
         

      

      
        14