EXHIBIT
      10.11

     

    NON-DISCLOSURE
      AGREEMENT

     

    Agreement
      dated this 17th
      day of
      July, 2007 by and between DOT VN, Inc., a Delaware corporation with its
      principal office located at 9449 Balboa Avenue, Suite 114, San Diego, California
      92123,
      (“Company”),
      and
      Eric Dierker, (“Consultant”),
      referred to herein individually as a “Party” or collectively as “the
      Parties”.

     

    Recitals

     

    WHEREAS,
      The Company is the exclusive and official provider of Internet and
      telecommunications services for Vietnam, marketing a variety of services focused
      on doing business in, with, and concerning Vietnam, hereinafter referred to
      as
      the “Business”.

     

    WHEREAS,
      The Company has created, received or developed Proprietary Information including
      proprietary and unique marketing techniques software, .VN ccTLD technologies,
      website designs, and other intellectual properties that have actual or potential
      value or other utility to those engaged in or contemplating entering Vietnamese
      markets. 

     

    WHEREAS,
      The Company has an interest in protecting its Proprietary Information to the
      fullest extent permitted by law.

     

    WHEREAS,
      Consultant will necessarily have access to Company’s Proprietary Information in
      the course of his contacts with the Company. 

     

    NOW
      THEREFORE, in contemplation of the foregoing, and for consideration, the receipt
      and sufficiency of which is hereby acknowledged to, the Parties agree as
      follows:

    


    Agreement

     

    
      	
              1.

            	
              Special
                Definitions.

            


    

     

    
      	 	
              1.1.

            	
              “Affiliated
                Entities” shall
                mean all companies or organizations now or hereafter associated with
                Company, including, but not limited to Hi-Tek, Inc., Hi-Tek Multimedia,
                Inc. and Business.com.vn.

            


    

     

    
      	 	
              1.2.

            	
              “Consultant”
                shall
                mean all Consultants, independent contractors and consultants of
                the
                Company.

            


    

     

    
      	
              2.

            	
              Consulting
                Relationship. 

            


    

     

    
      	 	
              2.1.

            	
              Consulting
                Relationship.
                In connection with Consultant’s continuing relationship with the Company;
                and (iii) receipt of two thousand shares (2,000) of the Company’s common
                stock (the “Stock
                Grant”)
                granted to Consultant by the Company, Consultant agrees to be bound
                by the
                terms set forth in this Agreement. Any employment or consulting
                relationship between the Company and Consultant, whether commenced
                prior
                to or upon the date of this Agreement, shall be referred to herein
                as the
                “Relationship.”

            


    

     

    
      
         

      

      
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              2.2.

            	
              Business
                Opportunities. Consultant
                shall promptly disclose to the Company all business opportunities
                that may
                be beneficial to the Company’s actual business or to Company’s reasonably
                anticipated business expansion, and shall not usurp, circumvent nor
                otherwise take advantage of any such business opportunity without
                first
                offering such opportunity to the Company, and;


            


    

     

    
      	 	
              2.3.

            	
              Non-Circumvention.
                Consultant agrees that he or she shall not take, nor permit another,
                to take any action, with the purpose or intent of circumventing or
                avoiding the terms of this agreement.


            


    

     

    
      	
              3.

            	
              PROPRIETARY
                INFORMATION.

            


    

     

    
      	 	
              3.1.

            	
              Company
                Information.
                Consultant agrees at all times during the term of their Relationship
                with
                the Company and thereafter, to hold in strictest confidence, and
                not to
                use, except for the benefit of the Company, or to disclose to any
                person,
                family member or relation, firm, corporation or other entity without
                written authorization of the Board of Directors of the Company, any
                Proprietary Information of the Company or Affiliated Entities which
                Consultant obtains or creates. Consultant further agrees not to make
                copies of such Proprietary Information except as authorized by the
                Company. Consultant understands that "Proprietary
                Information"
                means any Company or Affiliated Entities proprietary information
                pertaining to any aspects of the Company or Affiliated Entities’ business
                which is either information not known by actual or potential competitors
                of the Company or Affiliated Entities or is proprietary information
                of the
                Company or Affiliated Entities, whether of a technical nature or
                otherwise, technical, data, trade secrets or know how, research,
                product
                plans, products, services, suppliers, customer lists and customers
                with
                whom Consultant became acquainted during the Relationship), prices
                and
                costs, markets, software, developments, inventions, laboratory notebooks,
                processes, formulas, technology, designs, drawings, engineering,
                hardware
                configuration information, marketing, licenses, finances, budgets
                or other
                business information disclosed to Consultant by the Company or Affiliated
                Entities either directly or indirectly in writing, orally or by drawings
                or observation of parts or equipment or created by Consultant during
                the
                period of the Relationship, whether or not during working hours.
                Consultant understands that Proprietary Information does not include
                any
                items which have become publicly and widely known and made generally
                available through no wrongful act of Consultant’s or of others who were
                under confidentiality obligations as to the item or items
                involved.

            


    

     

    
      	 	
              3.2.

            	
              Third
                Party Information.
                Consultant recognizes that the Company or Affiliated Entities has
                received
                and in the future will receive from third parties their Proprietary
                or
                proprietary information subject to a duty on the Company or Affiliated
                Entities’ part to maintain the confidentiality of such information and to
                use it only for certain limited purposes. Consultant agree to hold
                all
                such Proprietary or proprietary information in the strictest confidence
                and not to disclose it to any person, firm or corporation or to use
                it
                except as necessary in carrying out Consultant’s work for the Company
                consistent with the Company or Affiliated Entities agreement with
                such
                third party.

            


    

     

    
      	 	
              3.3.

            	
              Value
                of Proprietary Information.
                Consultant acknowledges that its Proprietary Information is of
                immeasurable value and importance to Company, and that improper use
                of
                such information will items, may, among other things, damage Company’s
                reputation, goodwill and result in loss of its current or prospective
                customers. 

            


    

     

    
      	 	
              3.4.

            	
              Procedures.
                Consultant
                will at all times follow all procedures Company has or in the future
                may
                implement regarding Company’s Proprietary Information, and shall:
                

            


    

     

    
      	
            	3.4.1.	
              Securely
                store all Proprietary Information in the place and manner directed
                by
                Company.

            


    

     

    
      
         

      

      
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            	3.4.2.	
              Refrain
                from taking or removing Proprietary Information from Company’s place of
                business without Company’s prior
                consent.

            


    

     

    
      	
            	3.4.3.	
              Not
                use or disclose any such information to anyone, directly or indirectly,
                except (i) to the extent necessary to carry out his or her duties
                as
                Consultant; and (ii) to the extent required by law or in legal
                proceedings. 

            


    

     

    
      	
            	3.4.4.	
              Unless
                otherwise instructed in writing, immediately upon termination of
                this
                agreement in any manner, return all Proprietary Information together
                with
                all copies, or reproductions or other media containing such information.
                Consultant shall provide a written certification signed under penalty
                of
                perjury affirming Consultant’s full compliance of all obligations under
                this section on separation from consultancy.


            


    

     

    
      	
            	3.4.5.	
              Sign
                any supplemental or separate agreement that the Company may in the
                future
                require, in its sole discretion, to the extent allowed by law, the
                terms
                of which shall be additional terms of consultancy which are incorporated
                into this Agreement by this reference.


            


    

     

    
      	
              4.

            	
              Returning
                Company Documents.
                Consultant agrees that, at the time of termination of Consultant’s
                Relationship with the Company, Consultant will deliver to the Company
                (and
                will not keep in Consultant’s possession, recreate or deliver to anyone
                else) any and all devices, records, data, notes, reports, proposals,
                lists, correspondence, specifications, drawings, blueprints, sketches,
                laboratory notebooks, materials, flow charts, equipment, other documents
                or property, or reproductions of any aforementioned items developed
                by
                Consultant pursuant to the Relationship or otherwise belonging to
                the
                Company, its successors, designees or assigns. Consultant further
                agrees
                that to any property situated on the Company's premises and owned
                by the
                Company, including disks and other storage media, filing cabinets
                or other
                work areas, is subject to inspection by Company personnel at any
                time with
                or without notice. 

            


    

     

    
      	
              5.

            	
              General
                Provisions.
                

            


    

     

    
      	 	
              5.1.

            	
              Relationship
                of the Parties. Neither
                this Agreement nor the dealings of the Parties pursuant to this Agreement
                shall create, constitute and will not be construed as constituting
                a
                partnership, or joint venture relationship, and Consultant does not
                have
                the power or authority or right to obligate or bind Company in any
                manner
                whatsoever, except as expressly provided
                herein.

            


    

     

    
      	 	
              5.2.

            	
              Further
                Assurances. Consultant
                agrees to execute promptly provide any proper oath or verify any
                proper
                document required to carry out the terms of this Agreement upon the
                Company's written request to do so.

            


    

     

    
      	 	
              5.3.

            	
              Conflicts.
                Consultant
                represents that Consultant’s performance of all the terms of this
                Agreement will not breach any agreement to keep in confidence proprietary
                information acquired by Consultant in confidence or in trust prior
                to
                commencement of Consultant’s Relationship with the Company. Consultant has
                not entered into, and Consultant agrees Consultant will not enter
                into,
                any oral or written agreement in conflict with any of the provisions
                of
                this Agreement.

            


    

     

    
      	 	
              5.4.

            	
              No
                Waiver.
                No failure by Company to insist upon the strict performance of any
                covenant, agreement, term, or condition of this Agreement or to exercise
                the right or remedy consequent upon a breach thereof shall constitute
                a
                waiver of any such breach or of any such covenant, agreement, term,
                or
                condition. No waiver of any breach shall affect or alter this Agreement,
                but each and every term of this Agreement shall continue in full
                force and
                effect with respect to any other then existing or subsequent breach.
                A
                term or condition of this agreement can be waived or modified by
                the
                written consent of both Parties. Forbearance or indulgence by Company
                does
                not constitute a waiver of the term condition to be performed, and
                Company
                may invoke any remedy available under the Agreement or by law despite
                the
                forbearance or indulgence. 

            


    

     

    
      
         

      

      
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              5.5.

            	
              Invalidity.
                If any provision of this Agreement is declared or found to be illegal,
                unenforceable, or void, in whole or in part, then the Parties will
                be
                relieved of all obligations arising under such provision, but only
                to the
                extent that it is illegal, unenforceable, or void, it being the intent
                and
                agreement of the Parties that this Agreement be deemed amended by
                modifying such provision to the extent necessary to make it legal
                and
                enforceable while preserving its intent or, if that is not possible,
                by
                substituting therefor another provision that is legal and enforceable
                and
                achieves the same objectives.

            


    

     

    
      	 	
              5.6.

            	
              Captions.
                The captions used in this Agreement are for reference only and have
                no
                legal effect. Masculine and/or feminine pronouns shall be substituted
                for
                the neuter form and/or vice versa, and the plural for the singular
                form
                and/or vice verse, in any place or places herein in which the context
                requires such substitute or
                substitutes.

            


    

     

    
      	 	
              5.7.

            	
              Integration.
                This Agreement, together with any document, procedure, or policy
                that
                accompanies this Agreement or that Company may incorporate into this
                agreement, memorializes and constitutes the final integrated expression
                and the complete and exclusive statement of the Agreement and
                understanding between the Parties and it supersedes and replaces
                all prior
                negotiations, proposed agreements, and agreements whether written
                or
                unwritten. 

            


    

     

    
      	 	
              5.8.

            	
              Recitals.
                Any recitals to this agreement are binding and conclusive as to the
                factual matters therein, as to both
                Parties.

            


    

     

    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed by each of the Parties on the effective date set
      forth above.

     

    
      	
              DOT
                VN, Inc.

            	 	 	 
	 	 	 	 
	 	 	 	 
	
            	 	 	
            
	By: 
/s/
              Lee
              Johnson	 	 	
            
	
              
                
Its:
President

            	 	 	
            
	
            	 	 	
            
	 	 	 	 
	Consultant:	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Eric Dierker	 	 	 
	
              

              Signature

            	 	 	 


    

     

    
      
         

      

      
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