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                                                                   EXHIBIT 10.37

[iAsiaWorks, Inc. Logo]                              AsiaWorks, Inc.
                                                      U.S. HEADQUARTERS
                                                      2000 Alameda de las Pulgas
                                                      Suite 126
                                                      San Mateo, CA 94403
                                                      United States of America
                                                      Tel: 650.524.1790
                                                      Fax: 650.570.6405
                                                      www.iasiaworks.com


       iAsiaWorks
       Global Technology. Asian Focus.

Private & Confidential/Addressee Only

October 12, 2001

Dennis Muse
[ADDRESS INTENTIONALLY OMITTED]

Dear Dennis,

This letter sets forth the separation and severance agreement (the "Agreement")
which iAsiaWorks, Inc. (the "Company") is offering to you to aid in your
employment transition.

1.   Separation: Your last day of employment with the Company will be October
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     12, 2001, (the "Separation Date"). However, for purposes of this Agreement,
     and with respect to your Original Agreement (as defined herein), it is
     agreed that you have been terminated Without Cause and, other than as set
     forth in this Agreement, and would be entitled to all rights and privileges
     which that entails under the Original Agreement. Although you will no
     longer be an employee of the Company, following the Separation Date, the
     Board of Directors of the Company has requested and you have agreed, to
     remain as a member of the Company's Board of Directors.

2.   Accrued Salary and Vacation: On or before the Separation Date, the Company
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     will pay you all accrued salary, and all accrued and unused vacation earned
     through the Separation Date, subject to standard payroll deductions and
     withholdings. You are entitled to these payments regardless of whether or
     not you sign this Agreement.

3.   Return of Company Property: Unless otherwise agreed, you must have returned
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     all Company Documents and Materials as provided in the Proprietary
     Information and Inventions Agreement which you have signed, including
     without limitation laptop computers, cell phones, calling cards, printers,
     fax machines, LCD projectors, security badges, office keys, and the like,
     and all Company documents (and copies of documents), including, but not
     limited to, Company files, notes, drawings, records, business plans and
     forecasts, financial information, specifications, computer-recorded
     information, and any materials of any kind which contain or embody any
     proprietary or confidential information of the Company (and all
     reproductions thereof). For the avoidance of doubt, the severance
     settlement, as below, being offered to you under the terms of this
     Agreement, is fully contingent upon your full compliance with the terms
     regarding Return of Company Property, as identified in this clause of this
     Agreement.




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4.   Settlement:
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     (a)  Severance. Your original employment agreement with the Company, dated
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          April 20, 2001, as amended (the "Original Agreement"), provided for no
          severance upon termination of employment with the Company outside of a
          Change of Control (as defined therein). You and the Company have each
          agreed, that because of the company's difficult financial condition,
          and in light of your recent contributions to the Company, the Company
          will pay you, as severance, the sum of money which is equivalent to
          two (2) months of your base wage in effect as of the "Effective Date",
          as defined in paragraph 16 below subject to standard payroll
          deductions and withholdings (the "Settlement Payment"). This amount
          will be paid in one (1) lump sum within two (2) calendar days of the
          "Effective Date" as defined in paragraph 16 below.

     (b)  Benefits. The Company agrees that it will pay all required premiums to
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          ensure continued health and dental benefits for you and your family
          from the Separation Date until, and including, December 31, 2001.

     (c)  Stock Grant. As has been approved by the Board of Directors of the
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          Company, you will be granted an option to purchase 200,000 shares of
          iAsiaWorks' common stock at the price in effect of time of approval
          (the "Option"). All shares of common stock covered by the Option shall
          be fully vested upon grant and shall be subject to and adjusted
          accordingly for stock splits and reverse splits.

5.   Stock Options; Stock Purchase: Your rights, if any, to purchase shares of
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     the Common Stock of the Company remain governed by and subject to the
     iAsiaWorks, Inc. 2000 Stock Incentive Plan Stock Option Agreement between
     you and the Company (the "Stock Option Agreement"). You must exercise any
     vested shares within one (1) calendar year of the Separation Date. Except
     as described herein, your right, if any, to exercise those shares which
     have vested as of the Separation Date shall be subject to and in accordance
     with the terms of the Stock Option Agreement(s). All terms of the Stock
     Option Agreement(s) remain in full force and effect. Similarly, your
     rights, if any under the iAsiaWorks, Inc., Employee Stock Purchase Plan
     continue to be governed by the documents governing said iAsiaWorks, Inc.,
     Employee Stock Purchase Plan. .

6.   No Further Compensation: You acknowledge that, except as expressly provided
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     in this Agreement, you will not receive any additional salary, bonuses,
     vesting of stock options, stock,

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     commissions, other compensation, severance or benefits from the Company
     after the Separation Date; provided, however, that you may be eligible to
     receive additional compensation, in the form of cash or stock, for your
     continued service with the Company as a member of the Company's Board of
     Directors.

7.   Nondisparagement: You agree not to criticize, denigrate, or disparage the
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     Company, any of its employees, representatives, agents, officers,
     directors, subsidiaries, affiliated entities, business interests, pursuits,
     and products or services.

8.   Release of Claims: On behalf of yourself and your heirs and assigns, you
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     hereby forever release the Company and its owners, stockholders, parent
     corporation[s], affiliates, divisions, subsidiaries, assigns and
     affiliates, predecessors, successors, officers, managers, employees,
     insurers, representatives and agents from all claims, liabilities, demands,
     causes of action, costs, expenses, attorneys fees, damages, indemnity and
     obligation of every kind and nature, or otherwise, known and unknown,
     suspected and unsuspected, disclosed and undisclosed, arising out of or in
     any way related to agreements, events, acts or conduct at any time prior to
     and including the date you sign this Agreement, including but not limited
     to all claims based upon contract, tort or statute arising out of, based
     upon, or relating to your hire, offer letter, employment, remuneration or
     termination from employment with the Company, including any claims arising
     under Title VII of the Civil rights Act of 1964, as amended; the Equal Pay
     Act, as amended; the Age Discrimination in Employment Act ("ADEA"), as
     amended; the Employee Retirement Income Security Act, as amended; the Older
     Workers Benefit Protection Act; as amended; the California Fair Employment
     and Housing Act, as amended; the California Labor Code, as amended; and/or
     any other local, state or federal laws and regulations governing
     discrimination in employment, the payment of wages and benefits, and all
     other laws and regulations relating to employment. You acknowledge that
     your decision to sign this Agreement is knowing and voluntary. This
     Agreement does not apply to any claims of age discrimination under ADEA
     arising after the date you sign this Agreement, and does not apply to
     claims for unemployment insurance or workers' compensation benefits. This
     Agreement does not affect your rights, if any, under the Company's 401(k)
     plan; nor does is it affect your rights, or those of your eligible
     dependents, if any, to health care continuation benefits pursuant to the
     Consolidated Omnibus Budget Reconciliation Act (COBRA). The Company,
     however, acknowledges and agrees that this release does not apply to,
     release, or in any way limit the Company's (including, but not limited to,
     its affiliates, subsidiaries, divisions, assigns, and insurers) obligation
     to indemnify you for any losses, judgments, settlement payments, attorneys'
     fees, court costs, or litigation expenses incurred or sustained by you as a
     direct or indirect result of, or arising out of, your employment with the
     Company or your service as a member of the Company's Board of Directors:
     (a) to the extent such indemnity is available under the Company's
     director's and officer's liability insurance policy (the Company
     acknowledges the

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     existence of policy # 473-14-94 entered into with National Union Fire
     Insurance Company of Pittsburgh, PA (an AIG company) and policy # ELU
     81898-00 entered into with XL USA (Greenwich Insurance Company)), (b) to
     the extent such indemnity is authorized by the Company's articles or
     by-laws, and (c) to the extent permitted by law. The Company acknowledges
     and agrees that its obligation to indemnify you includes the obligation to
     advance to you reasonable attorneys' fees, court costs, and litigation
     expenses when and as such attorneys' fees and expenses are incurred by you
     in the defense of any claim, subpoena, investigation or civil or criminal
     action. Furthermore, notwithstanding anything to the contrary contained in
     this Agreement, the obligation to indemnify you and the terms of your
     Indemnification Agreement with the Company, dated April 23, 2001 (the
     "Indemnification Agreement"), shall remain in full effect so long as you
     continue to serve as a member of the Company's Board of Directors and/or
     you may be subject to litigation or a claim resulting from your service as
     an employee or member of the Company's Board of Directors.

9.   General Release. You expressly waive and release any and all rights and
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     benefits under Section 1542 of the Civil Code of the State of California
     (or any analogous law of any other state), which reads as follows:

               A general release does not extend to claims which the
               creditor does not know or suspect to exist in his favor
               at the time of executing the release, which, if known
               by him, must have materially affected his settlement
               with the debtor.

     Furthermore, you and the Company agree and understand that if, hereafter,
     they discover facts different from or in addition to those which they now
     know or believe to be true, the waivers contained within this Agreement
     shall be and remain effective in all respects.

10.  Right to Advice of Counsel: You have the right to consult with a lawyer so
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     that you are fully aware of your rights and obligations under this
     Agreement.

11.  Non-Admission. Nothing contained in this letter shall constitute or be
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     treated as an admission by you or the Company of liability, of any
     wrongdoing, or of any violation of law.

12.  Confidential Information and Invention Assignment Agreement;
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     Non-Solicitation of Company Employees. At all times in the future, you will
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     remain bound by the Company's Proprietary Information and Inventions
     Agreement. It is a condition of your eligibility for benefits under this
     Agreement that you have signed and delivered to the Company the Proprietary
     Information and Inventions Assignment Agreement. You understand and agree,
     pursuant to Section F of the

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     Proprietary Information and Inventions Agreement, that during the term of
     your employment and for one (1) year thereafter, you will not encourage or
     solicit any employee of the Company to leave the Company for any reason or
     to accept employment with any other company, and that as part of this
     restriction, you agree not to interview or provide any input to any third
     party regarding any such person during the period in question.

13.  Sole Agreement. You agree that this Agreement, in addition to the
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     Proprietary Information and Inventions Assignment Agreement, the
     Indemnification Agreement and the Stock Option Agreement, constitutes an
     integration of the entire understanding and agreement between you and the
     Company with respect to the matters referred to in this Agreement, the
     Proprietary Information and Inventions Assignment Agreement, the
     Indemnification Agreement and the Stock Option Agreement. Any
     representation, promise or condition, whether written or oral, between you
     and the Company with respect to the matters referred to in this Agreement,
     which is not specifically incorporated in this Agreement shall not be
     binding upon either you or the Company and both you and the Company
     acknowledge that neither you nor the Company have relied, in entering into
     this Agreement, upon any representations, promises or conditions not
     specifically set forth in this Agreement, the Proprietary Information and
     Inventions Assignment Agreement and the Stock Option Agreement. No prior
     oral or written understanding, covenant or Agreement between you and the
     Company, including the Original Agreement, with respect to matters referred
     to in this Agreement, shall survive the execution of this Agreement;
     provided, however, that Original Agreement may be revived under limited
     circumstances pursuant to Paragraph 14 herein. Both you and the Company
     assume the risk of any misrepresentation, concealment or mistake, and if
     either you or the Company should subsequently discover that any fact relied
     upon in entering into this Agreement was untrue, or that any fact was
     concealed, or that the understanding of the facts was incorrect, neither
     you nor the Company will be entitled to set aside this Agreement by reason
     thereof.

14.  Condition to Mutual Release of Claims. You and the Company agree that the
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     mutual release of claims in Paragraph 8 is conditioned upon your receipt
     and retention of the Settlement Payment and other consideration as
     contemplated by this Agreement. Specifically, if, and only if, you are
     compelled by a judgment or order of a court of competent jurisdiction or in
     good faith settlement demand to disgorge, return, or pay over to the
     Company or any third-party (if such payment is directly related to the
     Settlement Payment) any portion of the Settlement Payment, including but
     not limited to any right of repayment arising by operation of any law
     relating to avoidable transfers made by those who are the object of any
     bankruptcy, receivership, or insolvency proceeding, including any
     assignment for the benefit of creditors, any reorganization case under the
     bankruptcy laws or any successor thereto ("Bankruptcy"). The parties agree
     that if the releases herein become ineffective, the Company shall once
     again recognize the Original Agreement and it shall once again take
     precedence over this Agreement, which shall be deemed

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     null and void. Additionally, you shall be free to pursue any and all claims
     against the Company in either litigation or by way of arbitration (unless
     those claims are required to be brought in bankruptcy court) and shall be
     entitled to claim any amounts due under the Original Agreement.

15.  Time to Consider Agreement. You have up to twenty-one (21) calendar days
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     after receipt of this letter within which to review it, and to discuss it
     with an attorney of your own choosing regarding whether or not you wish to
     execute it.


16.  Revocation Period. You have seven (7) calendar days after you have signed
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     this Agreement during which time you may revoke this Agreement. If you wish
     to revoke this Agreement, you may do so by delivering a letter of
     revocation to Derrick Hansen at c/o iAsiaWorks, 2000 Alameda de las Pulgas,
     Suite 126, San Mateo, CA 94403, during the seven (7) calendar day
     revocation period. Because of this revocation period, you understand that
     the terms and conditions set forth in this letter shall not become
     effective or enforceable until the eighth (8th) calendar day after the date
     you sign this letter (the "Effective Date").

17.  Severability, Governing Law. If any provision of this Agreement is
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     determined to be invalid or unenforceable, in whole or in part, this
     determination will not affect any other provision of this Agreement and the
     provision in question shall be modified by the court so as to be rendered
     enforceable. This Agreement shall be deemed to have been entered into and
     shall be construed and enforced in accordance with the laws of the State of
     California as applied to contracts made and to be performed entirely within
     California.

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If this Agreement is acceptable to you, please sign below and return the
original to me. You may keep the enclosed copy.

I thank you for your efforts on behalf of iAsiaWorks, Inc. and wish you luck in
your future endeavors.

Sincerely,

IASIAWORKS,INC.


By: /s/ Nicholas K. Pianim
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Name: Nicholas K. Pianim
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Title: CEO
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My agreement with the above terms is signified by my signature below.
Furthermore, I acknowledge that I have read and understand this letter, have
been advised to discuss it with an attorney of my own choosing, and that I sign
this release of all claims voluntarily, with and full appreciation.

Dated: 10/14/2001                        /s/ Dennis Muse
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                                                  Employee Name