EXHIBIT
      10.16

     

    Ho
      Chi Minh City, January 23, 2008

     

    DOT
      VN LIMITED LIABILITY COMPANY

    


    AND

     

    QUANG
      TRUNG SOFTWARE CITY DEVELOPMENT COMPANY

     

      
        

      

    

     

    BUSINESS
      CO-OPERATION AGREEMENT

    


    
      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONTENTS

     

    
      
        	 	
                Page

              
	PART
                I	
                1

              
	LEGAL
                BASIS AND PARTIES	
                1

              
	PART
                II	
                2

              
	PRINCIPAL
                CONTENTS	
                2

              
	
                Article
                  1:

              	 	
                Definitions
                  and Interpretation

              	
                2

              
	
                Article
                  2:

              	 	
                Purposes
                  and Scope of Cooperation

              	
                4

              
	
                Article
                  3:

              	 	
                Details
                  of the Project

              	
                5

              
	
                Article
                  4:

              	 	
                Contribution
                  of the Parties

              	
                5

              
	
                Article
                  5:

              	 	
                Rights
                  and Obligations of the Parties

              	
                7

              
	
                Article
                  6: 

              	 	
                Conditions
                  Precedent

              	
                8

              
	
                Article
                  7:

              	 	
                Converting
                  Project from Business Cooperation Agreement into Joint Stock
                  Company

              	
                9

              
	 	 	
                PART
                  III

              	
                9

              
	 	 	
                OPERATIONAL
                  MATTERS

              	
                9

              
	
                Article
                  8: 

              	 	
                Structure
                  of Management

              	
                9

              
	
                Article
                  9:

              	 	
                Accounting
                  System

              	
                11

              
	
                Article
                  10:

              	 	
                Bank
                  Accounts

              	
                11

              
	
                Article
                  11:

              	 	
                Fiscal
                  Year

              	
                11

              
	
                Article
                  12:

              	 	
                Revenues
                  and Joint Expenditures

              	
                11

              
	
                Article
                  13: 

              	 	
                Profits,
                  Distribution of Profits and Settlement of
                  Loss

              	
                12

              
	
                Article
                  14:

              	 	
                Financial
                  Statements and Audited Accounts

              	
                12

              
	
                Article
                  15: 

              	 	
                Taxes

              	
                13

              
	
                Article
                  16:

              	 	
                Labour
                  Policies

              	
                13

              
	
                Article
                  17:

              	 	
                Force
                  Majeure

              	
                13

              
	
                Article
                  18:

              	 	
                Dispute
                  resolution

              	
                13

              
	
                Article
                  19:

              	 	
                Duration
                  - Effect

              	
                14

              
	
                Article
                  20:

              	 	
                Termination
                  resulting from a Default by a Party

              	
                14

              
	
                Article
                  21:

              	 	
                Termination
                  not arising from a Default by a Party

              	
                14

              
	
                Article
                  22:

              	 	
                Termination
                  Procedure

              	
                15

              
	
                Article
                  23:

              	 	
                Confidentiality

              	
                16

              
	
                Article
                  24:

              	 	
                Governing
                  Laws

              	
                16

              
	
                Article
                  25:

              	 	
                Insurance

              	
                17

              
	
                Article
                  26:

              	 	
                Liquidation

              	
                17

              
	
                Article
                  27:

              	 	
                Representations
                  and Covenants

              	
                17

              
	
                Article
                  28:

              	 	
                Notices

              	
                18

              
	
                Article
                  29:

              	 	
                Languages
                  and Copies

              	
                18

              
	
                Article
                  30:

              	 	
                General
                  Matters

              	
                18

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    PART
      I

    


    LEGAL
      BASIS AND PARTIES

     

    BASED
      ON:

    


    
      	
              (i)

            	
              The
                Law on Investment No.59/2005/QH11 approved by The National Assembly
                of
                Socialist Republic of Vietnam on 29 November
                2005;

            


    

    


    
      	
              (ii)

            	
              The
                Law on Information and Technology No.67/2006/QH11 approved by The
                National
                Assembly of Socialist Republic of Vietnam on 29 June
                2006;

            


    

    


    
      	
              (iii)

            	
              Decree
                No.108/2006/ND-CP of the Government dated 22 October 2006 on providing
                guidelines for implementation of a number of article of Law on
                Investment;

            


    

    


    
      	
              (iv)

            	
              Law
                on Enterprise No.60/2005/QH11 approved by The National Assembly of
                Socialist Republic of Vietnam on 29 November
                2005;

            


    

    


    
      	
              (v)

            	
              The
                result of the negotiation between Parties on cooperating to execute
                IDC
                project.

            


    

    


    
      	
              (vi)

            	
              In-Principle
                Agreement on building and operating an Internet Database Center between
                Dot VN, Inc. and Quang Trung Software City on 26th
                July, 2007;

            


    

    


    The
      Parties to this Business Cooperation Agreement shall comprise:

    


    
      	
              (A)

            	
              Party
                A: 

            


      	 	
            


    

    
      	 	
              1.

            	
              Name:
                DOT VN LIMITED LIABILITY COMPANY, a
                100% foreign-owned enterprise, duly established under Investment
                Certificate No. 411043000394 dated 29 November 2007 issued by Ho
                Chi Minh
                City People’s Committee and validly existing under the laws of
                Vietnam. 

            


    

     

    Transaction
      name: DOT VN, Ltd.

    Abbreviated
      name: DOT VN

    


    
      	
            	2.	
              Registered
                address: Telecommunications
                Station Building - Quang Trung Software City, Tan Chanh Hiep Precinct,
                District No.12, Ho Chi Minh City

            


    

    


    Telephone:   Fax:
      

    Account
      No.:

    


    
      	 	
              3.

            	
              Business
                Registration Certificate No.:
                411043000394

            


    

     

    Date:
      29
      November 2007

    Issued
      by: Ho Chi Minh City People’s Committee 

    


    
      	 	
              4.

            	
              Authorized
                Representative: Mr.
                PHUOC LEE JOHNSON

            


    

     

    Position:  General
      Director

    Nationality:  American

    Permanent
      Address: 9449
      Balboa Ave, Suite 114, San Diego, CA 92123, the United States of
      America

     

    And

    


    
      	
              (B)

            	
              Party
                B: 

            


      	 	 


    

    
      	 	
              1.

            	
              Name:
                QUANG TRUNG SOFTWARE CITY DEVELOPMENT COMPANY, a
                100% State-owned enterprise duly established under Establishment
                Decision
                No. 6756 dated 03 October 2000 issued by the Chairman of the Peoples’
                Committee of Ho Chi Minh City and validly existing under the laws
                of
                Vietnam.

            


    

    


    Transaction
      name:
      Quang Trung Software City

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	 	
              2.

            	
              Register
                address: No.97 Nguyen Cong Tru, Nguyen Thai Binh Precinct, District
                No.1,
                Ho Chi Minh City, Vietnam.

            


    

    


    Telephone:  Fax:
      

    Account
      No.: at AGRIBANK Vietnam, Hoc Mon Branch - Trans Asia Branch.

    


    
      	 	
              3.

            	
              Business
                Registration Certificate No.:
                102355

            


    

     

    Dated:
      06
      February 1993

    Issued
      by: Ho Chi Minh City Department of Planning and Investment.

     

    
      	
            	4.	
              Authorized
                Representative: Mr.
                Nguyen Duc Hien (under
                the Power of Attorney dated 21 January
                2008)

            


    

     

     

    
      	
            	
              Position:

              Nationality:

              Permanent Address:

               

            	
              Deputy
                Director

              
                Vietnamese

              

            


    

     

    WHEREAS:

    


    
      	(A)	
              Party
                A and Party B wish to own, develop, construct and operate IDC in
                the
                Location; 

            


    

    


    
      	(B)	
              Party
                A and Party B wish to enter into this Agreement for the purpose of
                recording and regulating their relationship and collaboration on
                the
                Project.

            


    

    


    IT
      IS AGREED
      as
      follows:

     

    PART
      II

    


    PRINCIPAL
      CONTENTS

     

    Article
      1:
      Definitions
      and Interpretation

    


    
      	
              1.1

            	
              Definitions

            


    

    


    Unless
      the context of this Business Cooperation Agreement requires otherwise, the
      following terms and expressions shall have the following meanings:

     

    “Adopted
      Accounting System” means
      the
      accounting and reporting systems described in Article 9.2 and adopted for the
      purpose of the Business;

    


    “Agreement”
means
      this business cooperation agreement between Party A and Party B including its
      amendments as from time to time (if any) which form an integral part(s) of
      this
      Agreement;

    


    “Business”
means
      the business of managing and operating the IDC as mutually agreed by both
      Parties;

    


    “Business
      Cooperation Agreement”
means
      the agreement by and between the Parties which governs the business cooperation,
      construction, development and operation of the IDC;

    


    “Business
      Plan”
means
      the business projections and plans mutually agreed and approved by the
      Management Committee as may be amended in accordance with situation of the
      Party(s) and Vietnamese market conditions from time to time;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    “Chief
      Accountant” means
      the
      chief accountant of the Business appointed by Party A with the powers and duties
      as specified in Article 9.1 of this Agreement and as may be specified under
      the
      relevant regulations;

    


    “Dispute”
means
      any question, dispute, controversy, difference or claim arising out of or
      relating to this Agreement or the breach, termination or validity
      thereof;

    


    “Default”
means
      the occurrence of an event mentioned under Article 20 entitling a Party to
      terminate this Agreement;

    


    “Financial
      Projection”
means
      the financial projections in the Business Plan as may be amended from time
      to
      time as approved by the Management Committee;

    


    “Fiscal
      Year”
means
      the financial year of the Business as described in Article 11;

    


    “Force
      Majeure Event”
means
      any event or cause beyond the control of a Party which renders performance
      of
      that Party's obligations under the Agreement impossible temporarily or
      permanently including, as may be applicable to a Party's performance under
      this
      Agreement, national emergency, war, hostilities, riot, civil commotion, monetary
      crisis in any financial market or banking system, malicious damage, earthquake,
      flood, fire, plague, epidemic, material industrial disputes and restrictions
      on
      investment or the transfer of funds; provided that, in the case of the
      Vietnamese Party, no act or omission of any State Agency shall operate as a
      Force Majeure Event in respect of the obligations of the Vietnamese
      Party;

    


    “IDC”
means
      the Internet Data Center to be developed on the Location as more particularly
      described in Article 3 (Details
      of the Project)

    


    “Investment
      Certificate”
means
      the investment certificate and/or its amendment (s) as issued by competent
      authorities to the Parties with respect of the Business;

    


    “Investment
      Account”
means
      any bank account of the Business opened and operated in accordance with Article
      10 of this Agreement in order to hold the Investment Capital;

    


    “Joint
      Expenditure”
means
      a
      joint expenditure listed in Article 12.3 to be deducted from the Revenue of
      the
      Business prior to the allocation of Revenue between the Parties;

    


    “Location”
means
      total area of [Ÿ]
      square
      meters including (i) area of [Ÿ]
      square
      meters of two rooms in the first floor; (ii) area of [Ÿ]
      square
      meters of a half of second floor; and (iii) area of whole of the third floor
      of
      the Telecommunications Station Building located in the QTSC, as more
      particularly described in Article 3 (Details
      of the Project);

    


    “Laws
      of Vietnam”
means
      the Law, decrees, decisions, circulars and other relevant regulations (including
      all its amendments from time to time) applicable to, inter
      alia
      business
      co-operations with foreign organizations in Vietnam;

    


    “Management
      Committee”
means
      the body who is responsible to manage the day-to-day operation of the Business
      Cooperation Agreement as described in Article 8.

    


    “MPI”
      means
      the
      Ministry of Planning and Investment of the Socialist Republic of
      Vietnam.

    


    “Net
      Revenue”
means
      Revenue less Joint Expenditure and payable taxes;

    


    “Operating
      Account”
means
      any bank account of the Business opened and operated in accordance with Article
      10 of this Agreement which will receive and disburse the revenue generated
      by
      the operation of the Business as well as pay expenses incurred in connection
      with the operation of the Business;

    


    “Party”
means
      Party A or Party B individually and "Parties"
      means
      Party A and Party B collectively;

    


    “Project”
means
      the construction and development of the IDC on the Location and the execution
      of
      the Business by the Agreement, as more particularly described in Article 3
      (Details of the Project);

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    “Revenues”
means
      the revenues as described in Article 12;

    


    “State
      Agency”
and
      “State
      Agencies”
means
      any Government Office, People's Committee, Ministry, utility authority or body,
      and any other committee, council, agency, or body of the Government whose
      consent, approval, commitment, involvement or consultation is required for
      anything or matter referred to in or contemplated by the Business of this
      Agreement;

    


    “Term”
means
      the term of this Agreement as described in Article 19;

    


    “Termination
      Event”
means
      the occurrence of an event as described in Articles 20, 21 of this Agreement
      which entitles or results in a Party becoming entitled to terminate this
      Agreement or which leads to automatic termination;

    


    “USD”
      or “US$”
or
      “Dollar”
means
      the lawful currency of the United States of America;

    


    “Vietnam”
means
      the Socialist Republic of Vietnam;

    


    “Vietnamese
      Dong”
or
      “Dong”
or
      “VND”
means
      the lawful currency of Vietnam;

     

    
      	
              1.2

            	
              Interpretation:

            


    

    


    
      	
              (a)

            	
              Any
                expression which is not specifically defined in this Agreement but
                is
                defined by reference to the Articles shall be construed
                accordingly;

            


    

    


    
      	
              (b)

            	
              Any
                reference to a statutory provision shall include such provision as
                from
                time to time modified or re-enacted in so far as such modification
                or
                re-enactment applies or is capable of applying to any transaction
                entered
                into hereunder;

            


    

    


    
      	
              (c)

            	
              Any
                reference to any document including this Agreement shall include
                such
                document (or this Agreement as the case may be) as from time to time
                modified, supplemented or amended;

            


    

    


    
      	
              (d)

            	
              Unless
                otherwise specified or if the context does not permit, references
                to
                clauses and schedules, are to the clauses of and schedules to, this
                Agreement; and paragraphs are to the paragraphs of the Schedules
                of this
                Agreement;

            


    

    


    
      	
              (e)

            	
              The
                headings are for convenience only and shall not affect the interpretation
                hereof.

            


    

    


    
      	
              (f)

            	
              Unless
                the context otherwise requires, references to the singular number
                shall
                include references to the plural number and vice versa and references
                to
                natural persons shall include bodies
                corporate;

            


    

     

    
      	
              (g)

            	
              Every
                defined term shall whenever used in any of its other grammatical
                versions,
                be construed accordingly; and

            


    

    


    
      	
              (f)

            	
              References
                to party and parties shall be construed as references to a party
                or the
                parties to this Agreement.

            


    

     

    Article
      2: Purposes
      and Scope of Cooperation

    


    
      	
              2.1

            	
              The
                two Parties agree to co-operate in establishing and operating the
                IDC with
                TIER 3 standard except for limitations that can not be executed on
                the
                Location as regulated in Article 3 of this
                Agreement.

            


    

    


    
      	
              2.2

            	
              Form
                of co-operation: The
                parties agree to implement the Project in the form of a Business
                Cooperation Agreement between them on the terms and subject to the
                conditions set out in this Agreement. The overall management of business
                activities shall be executed by Party A. In the future, at the reasonable
                time, both parties shall carry out necessary procedures as required
                by
                laws of Vietnam in order to convert the Agreement into a joint stock
                company. The details of conversion of the Agreement into a joint
                stock
                company shall be discussed between parties.


            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              2.3

            	
              The
                Business shall be conducted so as to achieve positive economic results
                for
                the benefit of the Business and enable each Party to obtained satisfactory
                financial return there from.

            


    

    


    Article
      3: Details
      of the Project

    

      
        	
                Name
                  of the Project

              	
                :

              	
                Establishment
                  of Internet Data Center (IDC)

              
	
                Location

              	
                :

              	
                1st,
                  2nd
                  and 3rd
                  floor of Telecommunications Station Building, Quang Trung Software
                  City.

              
	
                Initial
                  Investment Capital of the Project

              	
                :

              	
                (CONFIDENTIAL
                  TREATMENT REQUESTED) 

              
	
                Operation
                  term of the Project

              	
                :

              	
                (CONFIDENTIAL
                  TREATMENT REQUESTED)
                  years from the date possession of the Location is delivered to
                  Party
                  A..

              
	
                Total
                  Using Space

              	
                :

              	
                -
                  Total area: Approximately, 1,000m2
                  (one thousand square meters). 

              
	
                Progress
                  of the Project

              	
                 

                 

                :

              	
                 

                -
                  Expected time for completion of procedures for setting up the Business
                  Cooperation Agreement: 01 February 2008

                -
                  Expected time for the IDC establishment and equipment installation:
                  from 7
                  to 9 months

                -
                  Expected time for officially operating: October 2008

              
	
                Main
                  services of the Project

              	
                 

                :

              	
                -  Web-hosting
                  services, including cabinet, racks and private room hosting;

                -  Application
                  server hosting services;

                -  Providing
                  hardware and equipment;

              
	
                Key
                  Personnel of the Project

              	
                :

              	
                PARTY
                  A

              


      

    

    


    Article
      4: Contribution
      of the Parties

     

    The
      Parties agree (without prejudice to their other obligations under this
      Agreement) that their contribution to the Business
      Cooperation Agreement
      shall be
      as followings:

    


    
      	
              4.1

            	
              Ratio
                of Contribution:

            


    

    


    Party
      A
      shall contribute an amount of (CONFIDENTIAL
      TREATMENT REQUESTED) by
      equipment, machines; facility construction expenses; means of operating the
      IDC,
      expertise and working capital to the Business
      Cooperation Agreement
      equivalent to (CONFIDENTIAL
      TREATMENT REQUESTED) of
      total
      Investment Capital.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    Party
      B
      shall contribute the equivalent of (CONFIDENTIAL
      TREATMENT REQUESTED) by
      providing the exclusive use of the Location for the period of (CONFIDENTIAL
      TREATMENT REQUESTED)
      from the
      date possession of the Location is delivered to Party A,
      equivalent to (CONFIDENTIAL
      TREATMENT REQUESTED) 
      of total
      Investment Capital.

    


    However,
      both Parties agree that Party A’s contribution equivalent to (CONFIDENTIAL
      TREATMENT REQUESTED) as
      mentioned in the first paragraph of this Article 4.1 is only a temporary
      estimation and after completing the investment for construction of IDC, the
      Parties shall carry out the process of evaluating and determining value of
      equipment and machinery; expenditures for facility design and construction;
      means of operating the IDC, expertise contributed by Party A in order to
      determine actual contribution of Party A into Business Co-operation Agreement
      based on principles as regulated in the Article 4.4 herein below. Total actual
      contribution of Party A into Business Co-operation Agreement shall be adjusted
      in accordance with result from the evaluation of equipment and machinery;
      expenditures for facility design and construction; means of operating the IDC,
      expertise agreed by the Party or decided by valuer organization.

    


    If
      according to result of evaluation, total value of equipment and machinery;
      expenditures for facility design and construction; means of operating the IDC,
      expertise and working capital contributed by Party A is under (CONFIDENTIAL
      TREATMENT REQUESTED) ,
      Party A
      shall have to contribute additionally in cash in order to ensure contribution
      ratio of each party as agreed above (Party A holds (CONFIDENTIAL
      TREATMENT REQUESTED) 
      of total
      Investment capital, Party B holds (CONFIDENTIAL
      TREATMENT REQUESTED) 
      of total
      Investment capital) or the Parties shall adjust capital contribution ratio
      of
      each Parties in accordance with actual contributed value.

    


    If
      according to result of evaluation, total value of equipment and machinery;
      expenditures for facility design and construction; means of operating the IDC,
      expertise and working capital contributed by Party A is more than (CONFIDENTIAL
      TREATMENT REQUESTED) ,
      Party B
      shall have to contribute additionally in cash in order to ensure contribution
      ratio of each party as agreed above (Party A holds (CONFIDENTIAL
      TREATMENT REQUESTED) of
      total
      Investment capital, Party B holds (CONFIDENTIAL
      TREATMENT REQUESTED) 
      of total
      Investment capital) or the Parties shall adjust capital contribution ratio
      of
      each Parties in accordance with actual contributed value.

    


    To
      the
      extent that additional contribution is required to complete the IDC (the
“Additional Contribution”), both Parties shall contribute to such Additional
      Contribution in proportion to the ratio of their respective capital contribution
      to the initial Investment Capital as stipulated above ((CONFIDENTIAL
      TREATMENT REQUESTED) ).
      The
      Parties may contribute their respective contribution to the initial Investment
      Capital by cash, and/or equipment, and/or extension of the term of use of the
      Location, and/or the other assets following consideration and agreement of
      the
      Parties on such Additional Contribution.

    


    In
      case,
      a Party does not contribute or not contribute fully to its respective additional
      contribution to the initial Investment Capital, other Party shall contribute
      such additional contribution to the initial Investment Capital. In such a case,
      the ratio of contribution of each party as regulated above must be adjusted
      in
      compliance with the actual contribution of each Party to the total Investment
      Capital (consist of the Investment Capital of (CONFIDENTIAL
      TREATMENT REQUESTED)
      , and
      the Additional Contribution.

    


    4.2 Schedule
      of Contribution:

    


    4.2.1 Party
      A:

    


    -
      In the
      year 2008, after obtaining Investment Certificate, Party A shall be accountable
      to finance for the procurement of the following items which shall be included
      in
(CONFIDENTIAL
      TREATMENT REQUESTED) of
      total
      Investment Capital:

    


    
      	 	
              (i)

            	
              IDC
                Infrastructure Design and Consultancy Expenses (Fees for survey expert,
                travel fees of expert, consultancy fees, design fees, drawing in
                detail of
                IDC...);

            


    

    


    
      	 	
              (ii)

            	
              Fees
                for construction of IDC infrastructure includes: completing of building
                infrastructure according to the design (raised floor, server room,
                function room...);

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              Equipments
                for IDC as mentioned in the Business Plan, for example, electric
                generator, networks components, cooling system, security equipments,
                firefighting equipments, electric system, UPS system, Dmarc
                room;

            


    

    


    
      	 	
              (iv)

            	
              Equipments,
                software, hardware and other facilities as set out in Business Plan;
                

            


    

     

    
      	 	
              (v)

            	
              Expenses
                of operating the IDC (management expenses, salary, employment
                expenses...);

            


    

    


    
      	 	
              (vi)

            	
              All
                fees and expenses relating to training and transfer technology [if
                any];

            


    

    


    
      	 	
              (vii)

            	
              Vehicles
                used for network operation and management [if
                any];

            


    

    


    
      	 	
              (viii)

            	
              Working
                capital;

            


    

    


    
      	 	
              (ix)

            	
              Other
                equipments, etc.

            


    

    


    
      	
            	4.2.2	
              Party
                B

            


    

    


    -
      In the
      year 2008, after obtaining Investment Certificate, Party B shall contribute
      its
      contribution to the Business
      Cooperation Agreement equivalent
      to (CONFIDENTIAL
      TREATMENT REQUESTED) 
      of total
      Investment Capital by the value of exclusive using right in respect of the
      Location during period of (CONFIDENTIAL
      TREATMENT REQUESTED)
      from the
      date possession of the Location is delivered to Party A.

    


    
      
        
          	4.3	
                  Any
                    cash contributed by the Parties shall be deposited in a Investment
                    Account
                    in Vietnam;

                


        

      

    

    


    
      
        
          	4.4	
                  Any
                    contribution of each Party which not is in form of cash shall
                    be checked
                    and evaluated based on mutual agreement between parties. In case,
                    parties
                    do not reach an agreement on valuation of contribution then the
                    parties
                    shall appoint a company or a professional
                    valuer organization duly registered
                    and operating in Vietnam to check and evaluate such
                    contribution.

                


        

      

    

    


    
      	
              4.5

            	
              Ownership
                of Contributions:

            


    

    


    
      
        
          	
                	4.5.1	
                  The
                    Parties agree that all assets described as parts of the party’s
                    contribution to the Project and the assets to be purchased by
                    the
                    Investment Account of the Project (if required only) shall be
                    jointly
                    owned by the two Parties as Joint Assets in compliance with Vietnamese
                    laws. The Joint Assets shall be used solely for this
                    Project;

                


        

      

    

    


    
      
        
          	
                	4.5.2	
                  The
                    parties agree that upon termination of the Business
                    Cooperation Agreement,
                    remainder value of all joint assets of the Project shall be return
                    to such
                    party in accordance with proportion of contribution of each party
                    to the
                    total Investment
                    Capital.

                


        

      

    

    


    Article
      5: Rights
      and Obligations of the Parties

     

    
      
        
          	5.1	
                  The
                    Party A shall have the following rights and
                    obligations:

                


        

      

    

    


    
      	 	
              5.1.1

            	
              To
                be responsible to design the IDC;

            


    

    


    
      	 	
              5.1.2

            	
              To
                be accountable to finance for the procurement of the equipments/facilities
                in order to set up and complete the IDC in accordance with the approved
                design and TIER 3 redundant standard in the Location pursuant to
                the
                requirements of Article 4.1.

            


    

    


    
      	 	
              5.1.3

            	
              To
                be responsible for managing and running process of setting up, building
                and completing the IDC and promptly report the progress to Party
                B.

            


    

    


    
      	 	
              5.1.4

            	
              To
                be responsible for preparing a Business Plan approved by the
                Parties;

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.1.5

            	
              To
                manage, run and operate IDC in accordance with Business Plan approved
                by
                the Management Committee;

            


    

    


    
      	 	
              5.1.6

            	
              To
                co-operate with Party B in order to carry out and obtain all necessary
                procedure/approval required for purpose of setting up and operating
                the
                IDC.

            


    

    


    
      	 	
              5.1.7

            	
              To
                be responsible for procedure of importing equipments to Custom offices
                and
                other procedures related to the establishment, management and operation
                of
                the IDC and contemplated services. 

            


    

    


    
      	 	
              5.1.8

            	
              To
                provide Party B with list of equipment and machinery shall be purchased
                to
                IDC.

            


    

    


    
      	
              5.2

            	
              The
                Party B shall have the following rights and
                obligations:

            


    

    


    
      	 	
              5.2.1

            	
              Party
                B shall be responsible for completion of the project profile and
                other
                procedures in order to apply for Investment Certificate of the Project
                (costs for this application procedure shall be calculated as Joint
                Expenditure);

            


    

    


    
      	 	
              5.2.2

            	
              To
                carry out and obtain, with assistance of Party A, all necessary
                procedure/approval required for purpose of setting up and operating
                the
                IDC;

            


    

    


    
      	 	
              5.2.3

            	
              To
                participate in making strategy and plan for development of the
                IDC;

            


    

    


    
      	 	
              5.2.4

            	
              To
                appoint personnel to participate in management of the
                IDC;

            


    

    


    
      	 	
              5.2.5

            	
              To
                support the execution of Business Plan including but not limited
                to
                advertising, promoting for the IDC;

            


    

    


    
      	 	
              5.2.6

            	
              To
                ensure that Party A and IDC employees have access to the Location
                24
                (twenty four) hours per day, 365 (three hundreds and sixty five)
                days per
                year during the Term, except for force majeure
                factors;

            


    

    


    
      	 	
              5.2.7

            	
              To
                ensure the availability and sufficiency of infrastructure services
                including but not limited to electricity source, water source and
                network
                infrastructure for connection of information and data in order to
                supply
                to the IDC.

            


    

    


    
      	 	
              5.2.8

            	
              To
                ensure that all utilities provided to the IDC including but not limited
                to
                electricity source, water source and network infrastructure shall
                be at a
                preferential price for such
                utilities;

            


    

    


    
      	 	
              5.2.9

            	
              To
                give the best conditions for setting up and operating the
                IDC;

            


    

    


    
      	 	
              5.2.10

            	
              To
                co-ordinate with Party A in setting up and operating the
                IDC;

            


    

    


    
      	 	
              5.2.11

            	
              To
                assist Party A in procedure of importing equipments to Custom offices
                and
                other procedures related to the establishment, management and operation
                of
                the IDC and contemplated services. 

            


    

    


    Article
      6: Conditions
      Precedent 

    


    Notwithstanding
      any other provisions of this Agreement, the performance of each Party’s
      respective obligations under Article 3, 4 and 5 are conditional upon the
      fulfillment of the following pre-conditions to the satisfaction of both Parties.
      

    


    
      	
              6.1

            	
              Party
                B shall have to provide Party A with a copy of document certifying
                that
                Party B is the legal owner of the Telecommunications Station Building
                at
                Land Lot No. 36 in Quang Trung Software City, Tan Chanh Hiep Precinct,
                District No.12, Ho Chi Minh City in order to prove legal ownership
                status
                of Party B and Party B is entitled to contribute by use right of
                the
                Location within the duration of the Business Cooperation
                Agreement;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2

            	
              The
                registration of the Business Cooperation Agreement constituted by
                this
                Agreement, and issuance of the Investment Certificate for the execution
                of
                the Project as a Business Cooperation Agreement; 

            


    

    


    
      	
              6.3

            	
              The
                parties have performed all of the covenants and obligations required
                to be
                performed or caused to be performed by it under this Agreement;
                and

            


    

    


    
      	
              6.4

            	
              Party
                B commits that during the Term of this Agreement, except for existing
                IDC,
                Party B shall not co-operate with any other partner rather than Party
                A to
                construct, develop, upgrade or manage any other IDC within the boundaries
                of Quang Trung Software City, Tan Chanh Hiep Precinct, District No.12,
                Ho
                Chi Minh City or co-operate to construct, develop IDC project with
                any
                other partner which shall directly affect the contemplated profit
                or
                exploitability of the IDC
                whatsoever.

            


    

     

    
      	Article
              7: 	
              Converting
                Project from Business Cooperation Agreement into
                Joint Stock Company

            


    

     

    
      	
              7.1

            	
              In
                accordance with Article 2.2 of this Agreement, both Parties shall
                take the
                proper procedures to convert the Business Cooperation Agreement into
                a
                Joint Stock Company and be willing to cooperate with other partners
                who
                desire to contribute capital into Joint Stock Company for the purpose
                of
                building and developing IDC Project’s scale in the
                future.

            


    

    


    
      	
              7.2

            	
              Terms
                and conditions related to charter capital and management of the Joint
                Stock Company shall be changed with agreement between parties in
                conformity with the Laws of
                Vietnam.

            


    

    


    
      	
              7.3

            	
              Both
                Parties shall be founding shareholders of the Joint Stock Company
                and each
                Party shall own shares of the Joint Stock Company in accordance with
                proportion of contribution of each party to the charter capital of
                the
                Joint Stock Company

            


    

     

    PART
      III

    


    OPERATIONAL
      MATTERS

    


    Article
      8: Structure
      of Management

     

    
      	
              8.1
                

            	
              The
                Parties agree that after obtaining Investment Certificate from competent
                State agencies, the Parties shall set up a Management Committee to
                decide
                general matters relating to this Business Co-operation
                Agreement.

            


    

    


    
      	
              8.2

            	
              Direct
                management of business activities (day-to-day) relating to this Agreement
                upon decisions of Management Committee shall be responsibility of
                Party A,
                Party A shall have authorization and obligation to organize the management
                team including General Director, Deputy General Director, Chief Accountant
                and other officers (the “Management
                Team”).
                The powers and responsibility of the General Director, Deputy General
                Director and Chief Accountant shall be regulated by Party A in compliance
                with the decisions of Management Committee.


            


    

    


    
      	
              8.3

            	
              Organization
                and operating structure of Management
                Committee:

            


    

    


    
      	 	
              8.3.1

            	
              Organization
                Structure:

            


    

    

      
        	 	
                -

              	
                Management
                  Committee shall include: 05 (five) members, in
                  which:

              


        
          	
                	+	
                  Party
                    A shall appoint: 03
                    (three) members

                


        

        	 	+	Party B shall appoint: 02 (two)
                members


      

            

    

    
      	 	
              -

            	
              The
                operation term of Management Committee shall be (CONFIDENTIAL
                TREATMENT REQUESTED)
                from the date possession of the Location is delivered to Party
                A.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              -

            	
              The
                Chairperson of Management Committee shall have term of 01 (one) year
                and
                shall be appointed in rotation by the Parties. The Chairperson of
                Management Committee shall be permanent representative of Management
                Committee and shall have rights and obligations to approve the
                implementation of works and content passed by the Management Committee
                on
                behalf of the Management Committee.

            


    

    


    
      	 	
              -

            	
              The
                member of Management Committee shall be discharged, exempted by a
                decision
                in writing of the person who is entitled to appoint such member.
                This
                decision must be sent to the Chairperson of Management Committee
                within 05
                (five) days from the date of issuing such
                decision.

            


    

     

    
      	 	
              8.3.2

            	
              Operation
                Structure: All decisions of Management Committee shall only be passed
                when
                at least 70% of the members in the Management Committee vote to
                approve.

            


    

    


    
      	
              8.4

            	
              Powers
                and obligations of the Management Committee:


            


    

     

    
      
        
          
            
              	
                    	 	
                      Management
                        Committee shall be responsible for deciding strategic matter
                        in respect to
                        all activities of IDC including but not limited to the
                        followings:

                    


            

          

        

      

    

    


    
      	 	
              8.4.1

            	
              To
                decide business policy, strategy and approve long-term and annual
                development plan of the Business Cooperation
                Agreement;

            


    

    


    
      	 	
              8.4.2

            	
              To
                decide the plan of annual Revenues and Joint Expenditure of Business
                Co-operation Agreement.

            


    

    


    
      	 	
              8.4.3

            	
              To
                approve accounting reports, financial statement of the Business
                Cooperation Agreement (audited) and decide the use and distribution
                of
                profit in accordance with the laws of
                Vietnam;

            


    

    


    
      	 	
              8.4.4

            	
              To
                appoint an auditing company for the Business Cooperation Agreement;
                

            


    

    


    
      	 	
              8.4.5

            	
              To
                decide and approve all contracts between the Business Cooperation
                Agreement and any parties which not in the ordinary course of business;
                

            


    

    


    
      	 	
              8.4.6

            	
              To
                supervise and control the employees of the Business Cooperation
                Agreement;

            


    

    


    
      	 	
              8.4.7

            	
              Other
                rights and obligations as provided in the regulations of Vietnamese
                laws.

            


    

    


    
      	8.5	
              Organization
                and operating structure of Management
                Team:

            


    

     

    
      	 	
              -

            	
              The
                Management Team shall include: 

            


      	 	+	General Director;


      	 	+	Deputy General Director;


      	 	+	Chief Accountant; and


      	 	+	other executive titles as approved by the Management
              Committee.


    

    


    
      	8.6	
              Powers
                and obligations of the Management
                Team

            


    

    


    
      	
              8.6.1

            	
              The
                Director General shall be the chief executive officer of the Business.
                The
                Director General shall have general supervision of the affairs of
                the
                Business, and shall perform all other duties as are incident to the
                office
                or which are properly required of the Director General by the Management
                Committee.

            


    

    


    
      	 	
              The
                Director General shall be empowered to approve all actions, execute
                all
                documents and take such other action as necessary to operate and
                manage
                the Business and which is deemed within the ordinary course of
                business.

            


    

    


    
      	
              8.6.2

            	
              The
                Deputy Director General shall exercise all the functions of the Director
                General in the absence or disability of the Director General. Each
                Deputy
                Director General shall have such powers and discharge such duties
                as may
                be assigned to such officer from time to time by the Management
                Committee.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              8.6.3

            	
              The
                Chief Accountant shall have the care and custody of all moneys of
                the
                Business and shall keep regular books of account. The Chief Accountant
                shall disburse the funds of the Business in payment of the just demands
                against the Business or as may be ordered by the Management Committee
                in
                accordance with the requirements of Article
                9.

            


    

    


    Article
      9: Accounting
      System

     

    
      	
              9.1

            	
              Accounting
                System of the Business Cooperation Agreement including Chief Accountant
                and accountants (if any) shall be appointed by Party A in compliance
                with
                the regulations of Vietnamese laws. The powers and responsibilities
                of the
                Chief Accountant and accountants (if any) shall be determined by
                the
                Director in accordance with the Laws on accounting of Vietnam and
                other
                relevant legal documents.

            


    

    


    
      	
              9.2
                

            	
              The
                accounting and reporting system to be adopted and maintained by the
                Business Cooperation Agreement and in relation to its financial affairs
                shall be established and decided by Party A in conformity with the
                Vietnamese accounting principles, standards and
                practices;

            


    

    


    
      	
              9.3

            	
              All
                books of account shall, subject to Ministry of Finance approval,
                be
                entered and kept in the English and Vietnamese languages and in Vietnamese
                Dong and/or United States Dollars. All conversions required for such
                purpose shall be made in accordance with the basic exchange rate
                issued by
                the State Bank of Vietnam at the time of
                transaction;

            


    

    


    
      	
              9.4

            	
              All
                activities relating to this Business Cooperation Agreement must be
                accounted separately from any other activities of the Parties and
                kept
                separately in the accounting system and accounting record of this
                Business
                Cooperation Agreement; 

            


    

    


    Article
      10: Bank
      Accounts

    


    
      	
              10.1

            	
              The
                parties shall open a Investment Account for the purpose of Investment
                Contribution for the Project (if any) which may be of any nature
                whether
                denominated in Vietnamese or foreign currency and whether current,
                deposit
                or otherwise. Such Investment Account may be at a branch of a foreign
                bank
                in Vietnam or a joint venture bank between a foreign bank and a Vietnamese
                bank or a Vietnamese bank as the Parties may agree from time to
                time;

            


    

    


    
      	
              10.2

            	
              The
                Investment Account shall be opened by Party A in accordance with
                the terms
                of the Business Cooperation Agreement and Party A shall have sole
                authority to administer and expend the funds residing in the Investment
                Account;

            


    

    


    
      	
              10.3

            	
              Party
                B shall have, upon a writing notice to Party A prior 24 hours, the
                right
                to review and inspect all records, documents or other information
                related
                to the Investment Account.

            


    

    


    
      	
              10.4

            	
              Party
                A shall be responsible for the opening of the Operating Account which
                shall receive of all revenue from the operation of the Business and
                remit
                payment of all expenses associated with the operation of the IDC,
                subject
                to the requirements of Article 12.2 and 12.3 and shall keep financial
                records in accordance with Article 9 and
                14;

            


    

    


    
      	
              10.5

            	
              Party
                B shall have, upon a writing notice to Party A prior 24 hours, the
                right
                to review and inspect all records, documents or other information
                related
                to the Operating Account.

            


    

     

    Article
      11: Fiscal
      Year

    


    The
      Parties shall adopt as the Fiscal Year of the Business the period beginning
      on 1
      January and ending on 31 December in each year, provided however, that the
      first
      Fiscal Year of the Business shall commence on the date of the Investment
      Certificate and end on 31 December of that calendar year and the last Fiscal
      Year of the Business shall end on the date of termination of this
      Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    Article
      12:
      Revenues and Joint Expenditures

    


    
      	
              12.1

            	
              Subject
                to as provided in this Article, the Parties shall jointly conduct
                the
                business operations and all Revenues generated by the Business shall
                be
                booked in accordance with the Adopted Accounting
                System.

            


    

    


    
      	12.2	
              Revenues
                shall mean any and all revenue generated by the Business, including
                but
                not limited to revenues received
                from:

            


    

     

    
      ·  Revenues
        generated by the activity of providing product and service

    

    


    ·  Revenues
      generated by finance activity

    


    · 
Revenues
      generated by asset
      liquidation

    


    · 
Other
      revenues (if any)

    


    
      	12.3	
              Joint
                Expenditures of the Business shall include all expenses relating
                to
                operation of IDC considered as reasonable expenses according to Law
                on
                Corporate Income Tax of Vietnam and its guiding Decree and
                Circular.

            


    

    


    
      	12.4	
              Unless
                otherwise agreed by the Parties, expenditures or costs arising out
                of or
                in relation to the Business not otherwise listed in Article 12.3
                above
                shall be borne by the Party incurring such expenditure or
                cost.

            


    

    


    Article
      13: Profits, Distribution
      of Profits and Settlement of Loss

     

    
      	
              13.1

            	
              Profits
                and Distribution of Profits:

            


    

    


    Subject
      to Article 4.1, after payment of all expenses and fulfilling all financial
      obligations towards the Government of Vietnam, the Parties shall share Net
      Revenues arising out of the Business Cooperation Agreement in proportion to
      their respective capital contributions as follows:

     

    
      	 	Parties to the Business
              Cooperation	Distribution ratio
	 	Party A	(CONFIDENTIAL TREATMENT
              REQUESTED)
	 	Party B	(CONFIDENTIAL TREATMENT
              REQUESTED) 


    

       

    
      	
              13.2

            	
              Loss
                Settlement:

            


    

    Subject
      to Article 4.1, if the annual result of the Business, after being audited,
      shows
      that the Business has made a loss, each Party must incur a part of loss in
      proportion with its contribution to the Business Cooperation Agreement
(CONFIDENTIAL
      TREATMENT REQUESTED) (.
      

     

    Article
      14: Financial
      Statements and Audited Accounts

     

    
      	14.1	
              Financial
                statements and accounting records prepared by the Chief Accountant
                shall
                be in conformity with the Adopted Accounting System, and shall reflect
                and
                record the true and fair position of the
                Business;

            


    

    


    
      	14.2	
              The
                Chief Account shall provide monthly, quarterly, semi-annual and annual
                financial statements and accounting records to the Management Committee
                for approval. The Management Committee shall approve the monthly,
                quarterly, semi-annual and annual records. Upon approval by the Management
                Committee copies of the monthly, quarterly, semi-annual and annual
                financial statements and accounting records shall be provided to
                the
                Parties;

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	14.3	
              The
                Chief Accountant shall prepare working capital management plans for
                review
                and approval by the Management
                Committee;

            


    

    


    
      	14.4	
              As
                may be required by Vietnamese laws, periodical financial statements
                and
                accounting records for the Business shall be submitted to the competent
                State agencies;

            


    

    


    
      	14.5	
              The
                Chief Accountant will at the end of each Fiscal Year prepare year
                end
                financial statements and accounting records for that year, together
                with
                notes explaining the accounts in reasonable detail, which shall together
                with the books of account of the Business be audited by an independent
                auditor; 

            


    

    


    Article
      15: Taxes

    


    All
      taxes
      or other assessments applied to any distribution of Net Revenues or other
      payments made in accordance with this Agreement or remittance thereof shall
      be
      the sole responsibility of the Party which has received such distribution or
      payment or made such remittance;

     

    Article
      16: Labour
      Policies

    


    
      	
              16.1

            	
              Party
                A shall employ all staff and labour (“Employees”) necessary to conduct the
                Business;

            


    

    


    
      	
              16.2

            	
              The
                number, qualifications, salary, compensation and expenses of the
                Employees
                necessary to operate the Business efficiently and effectively shall
                be
                determined by the Management
                Committee;

            


    

    


    
      	
              16.3

            	
              The
                Parties will comply in all respects with the Laws of Vietnam relating
                to
                labour matters affecting Employees;

            


    

     

    Article
      17: Force
      Majeure

    


    
      	
              17.1

            	
              To
                the extent that a Force Majeure Event shall prevent directly or indirectly
                performance by a Party of any of its obligations under this Agreement
                such
                obligation shall be suspended and that Party shall to that extent
                not be
                responsible for any resulting delay, damages or losses in relation
                to such
                performance. This shall be subject to the Party affected taking all
                reasonable measures to overcome or circumvent the Force Majeure Event,
                informing the other Party immediately the Force Majeure Event comes
                to its
                notice and within fifteen (15) days giving notice to the other Party
                (supported where appropriate by confirmation of the relevant authorities
                at the place of occurrence) with brief particulars of the Force Majeure
                Event and the measures being taken to remedy the
                same;

            


    

    


    
      	
              17.2

            	
              The
                Parties agree that both Parties shall take appropriate measures to
                avert
                or ameliorate the consequence of a Force Majeure
                Event;

            


    

    


    
      	17.3	
              If
                a Force Majeure Event has prevented and continues to prevent
                implementation of the IDC project or the carrying on of the Business
                or
                the greater part of the Business for a continuous period of more
                than 90
                (ninety) days, then that shall be a ground for termination of this
                 Agreement
                pursuant to Article 21 below.

            


    

    


    Article
      18: Dispute
      resolution

     

    
      	
              18.1

            	
              The
                Parties shall use their best efforts to settle amicably through
                negotiations any Dispute;

            


    

    


    
      	
              18.2

            	
              If
                notwithstanding such best efforts any Party considers at any time
                that a
                Dispute exists, which it is not possible to settle amicably through
                negotiations, such Party may give a notice of such Dispute (“Notice of
                Dispute”) to the other Party and giving brief particulars of the Dispute.
                If such Dispute is not settled through further negotiations within
                thirty
                (30) days of the date of service of such Notice of Dispute, it shall
                be
                referred to the competent court of Vietnam;

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              18.3

            	
              The
                judgment of competent court shall be final and binding upon the Parties
                and the losing Party shall pay the costs of the arbitration unless
                otherwise determined by the panel.

            


    

    


    
      	
              18.4

            	
              During
                and without prejudice to the court process, this Agreement shall
                continue
                to be performed.

            


    

    


    Article
      19: Duration
      - Effect

    


    
      	
              19.1

            	
              This
                Agreement shall be deemed to be effective as of the date of the issuance
                of the Investment Certificate.

            


    

    


    
      	19.2	
              The
                Term of this Agreement and the Business Cooperation Agreement shall
                be
                (CONFIDENTIAL
                TREATMENT REQUESTED) from
                the date possession of the Location is delivered to Party A.

            


    

    


    
      	19.3	
              Not
                later than 06 (six) months before expiry of the Term the Parties
                will,
                unless otherwise agreed between them in writing, agree to extend
                the Term
                of this Agreement for another term of (CONFIDENTIAL
                TREATMENT REQUESTED) 

            


    

     

    Article
      20: Termination
      resulting from a Default by a Party

    


    If
      a
      Party:

     

    
      	
              20.1

            	
              commits
                a breach of its obligations under this Agreement that has a material
                adverse effect on the Business, or the other Party;
                or

            


    

    


    
      	
              20.2

            	
              has
                an insolvency or bankruptcy order or an order analogous to an insolvency
                or bankruptcy order or having a substantially similar effect made
                against
                it; or

            


    

    


    
      	
              20.3

            	
              is
                determined by a competent court under Article 18 to have committed
                or
                suffered an event of default as above;
                or

            


    

    


    
      	
              20.4

            	
              fails
                to comply with a decision issued by the Management Committee within
                its
                competence as regulated in Article 8.4;


            


    

    


    and
      in
      the case of a breach capable of remedy, the Party which fails to remedy the
      such
      breach within ninety (90) days of notice in writing to do so by the
      non-breaching Party then such non-breaching Party shall (without prejudice
      to
      any other rights or remedies it may have against the defaulting Party) be
      entitled at any time to terminate this Agreement.

    


    Article
      21: Termination
      not arising from a Default by a Party

     

    
      	21.1	
              If
                at
                least one of the following categories of continuing events has occurred
                and is  continuing
                either Party may give notice to the other Party identifying the event
                so
                determined
                and notifying the other Party that it wishes to terminate this
                Agreement:

            


    

    


    
      	 	
              21.1.1

            	
              enactment,
                application or interpretation of any law in Vietnam the effect of
                which is
                to nationalise or expropriate or enforce disposal of all or any of
                the
                assets of the Business Cooperation Agreement or of a Party or impose
                a
                reduction of a Party' share of the investment capital actually invested
                or
                its Revenues share; or to prevent or render impracticable or significantly
                more onerous the performance by a Party of its obligations under
                this
                Agreement or to affect materially and adversely, directly or indirectly,
                any of the rights or economic benefits of a Party under this
                Agreement;

            


    

     

    
      	 	
              21.1.2

            	
              any
                changes in circumstance whether of a legal nature or in the viability
                or
                suitability of the terms and conditions of this Agreement, the Business
                Plan, Financial Projection which make the continuation of the Business
                and
                implementation of this Agreement economically or legally
                unfeasible;

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              21.1.3

            	
              an
                event occurs which under the Laws of Vietnam entitles a Party to
                terminate
                this Agreement;

            


    

    


    
      	 	
              21.1.4

            	
              Business
                result of this Agreement (after the audition process) shows loss
                of profit
                in 03 (three) continuous years. 

            


    

    


    
      	 	
              21.1.5

            	
              A
                Force Majeure Event has prevented and continues to prevent implementation
                of the Business or the greater part of the Business for a continuous
                period of more than 90 (ninety) days;


            


    

    


    then
      the
      Parties shall within a period of 15 (fifteen) days after such notice is given
      commence negotiations and endeavor to resolve the problems arising out of the
      causative event. If matters are not resolved to the satisfaction of both Parties
      within 30 (thirty) days after notice is given or, if the non-notifying Party
      declines to commence negotiations, within the said period of 30 (thirty) days,
      then the notifying Party may terminate this Agreement and seek dispute
      resolution in accordance with Article 18.

    


    
      	
              21.2

            	
              This
                Agreement shall terminate automatically on the occurrence of any
                of the
                following events:

            


    

    


    
      	
            	21.2.1	
              the
                Parties agree in writing to terminate this Agreement;
                or

            


    

    


    
      	 	
              21.2.2

            	
              a
                judgment is made in accordance with Article 18 of this Agreement
                which
                directs that this Agreement be terminated in circumstances otherwise
                than
                after an Event of Default.

            


    

    


    Article
      22: Termination
      Procedure

    


    
      	
              22.1

            	
              In
                case of early termination pursuant to Article 20 or 21, the
                Joint-Management Committee shall immediately proceed with the termination
                procedure 

            


    

    


    
      	
            	22.1.1	
              In
                the case of termination by default of Party A, all further obligations
                of
                Party B under this Agreement shall thereupon terminate, except that
                Item
                4.5.3, 18, and 23 shall survive and Party B’s right to pursue all legal
                remedies shall survive the termination of this Agreement unimpaired.
                Further, upon default by Party A, all assets owned by Party A must
                be
                removed from the Location within 6 months; provided, however that
                Party B
                may, at its election, decide to purchase all assets owned by Party
                A at
                the aggregate fair market value of such assets agreed to by both
                parties,
                as of the date of default, upon written notice to Party A and receipt
                by
                Party A of payment equal to the aggregate fair market value of such
                assets. Further, Party B shall be entitled to liquidate damages determined
                by the following formula:

            


    

    

      
        	
                 

                (Total
                  Net Profit for the last 12 months)

              	
                 

                x
                  (CONFIDENTIAL
                  TREATMENT REQUESTED) 

              	
                 

                x
                  (the number of months remaining in the Term)

              
	
                ________________________________________________________________________

                12

              


      

    

    


    Such
      amount to be paid to Party B within 12 months of an event of default;
      and

     

    
      	
            	22.1.2	
              In
                the case of termination by default of the Party B: all further obligations
                of Party A under this Agreement shall thereupon terminate, except
                that
                Item 4.5.3, 18 and 23 shall survive and Party A’s right to pursue all
                legal remedies shall survive the termination of this Agreement unimpaired.
                Further, upon default by Party B, all assets owned by Party A may
                be
                removed from the Location within 6 months; provided, however that
                Party A
                may, at its election, require Party B to purchase all assets owned
                by
                Party A at the aggregate fair market value of such assets agreed
                to by
                both parties, as of the date of default, upon written notice to Party
                A
                and receipt by Party A of payment equal to the aggregate fair market
                value
                of such assets. Further, Party A shall be entitled to liquidate damages
                determined by the following
                formula:

            


    

    
    

     

    

      
        	
                 

                (Total
                  Net Profit for the last 12 months)

              	
                 

                x
                  (CONFIDENTIAL
                  TREATMENT REQUESTED) 

              	
                 

                x
                  (the number of months remaining in the Term)

              
	
                ________________________________________________________________________

                12

              


      

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Such
      amount to be paid to Party A within 12 months of an event of
      default.

    


    
      	
            	22.1.3	
              In
                the case of termination not arising from a default of a Party : The
                parties shall agree the distribution of Project value at the termination
                moment to each Party in proportion to its capital contribution by
                the
                liquidation in favor of a Party or a third Party or under other agreement
                (if any).

            


    

    


    
      	
            	22.1.4	
              During
                the term of the Business Cooperation Agreement or at anytime prior
                to the
                effective termination of the Agreement pursuant to Articles 18, 20
                or 21
                in the event of a proceeding, claim or lawsuit not arising from a
                breach
                by either Party which results in damages to be paid by the Parties
                under
                the decision of a court of competent jurisdiction, then the Parties
                shall
                be responsible for such damages in proportion to capital contribution
                of
                each Party. 

            


    

    


    Article
      23: Confidentiality

    


    Each
      Party pledges to make its employees, Management Committee and leaders keep
      in
      confidence any information and not disclose to any third party the details
      of
      the negotiations between the Parties, the content of this Agreement, or any
      other documents in relation to the above-mentioned matters and any other
      relevant information (confidential information), without obtaining the prior
      written consent of the other Party, except to the extent that:

    


    
      	
              23.1

            	
              Such
                disclosure of such information is legally requested by any Government
                regulatory agency of each Party; or

            


    

    


    
      	
              23.2

            	
              The
                disclosure of information is made to professional advisers of such
                Party
                or to the personnel or affiliates of that Party provided that such
                disclosure is made by way of signing a confidentiality agreement,
                and
                those to whom such disclosure is undertaken to abide by the confidential
                provisions as set out in this Agreement;
                or

            


    

    


    
      	
              23.3

            	
              The
                confidential information disclosed by the disclosing Party belongs
                to the
                public domain.

            


    

    


    
      	23.4	
              Public
                announcement: Each Party agrees that it will not make public announcement
                any of  the
                discussions in relation to this Agreement, Business Plan or any related
                information under any form whether a press release or otherwise without
                prior discussion and prior  consent
                in writing of the other Party;

            


    

    


    
      	
              23.5

            	
              Confidentiality effect:
                Despite the fact that this Agreement could be terminated in any case,
                the
                parties agree that the provisions of confidentiality still remain
                in
                effect and have binding value on the Parties within 03 (three) years
                since
                the termination of this Agreement.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Article
      24: Governing
      Laws 

     

    
      	
              24.1

            	
              This
                Agreement is made and construed in accordance with the Law of the
                Socialist Republic of
                Vietnam;

            


    

    


    
      	
              24.2

            	
              Any
                matters for which this Agreement makes no provision shall be dealt
                with in
                accordance with the Law on Investment and any relevant stipulations
                of the
                Investment Certificate and provisions of the Law of the Socialist
                Republic
                of Vietnam shall apply to the interpretation
                thereof.

            


    

    


    Article
      25: Insurance

     

    Insurance
      policies of the Business Cooperation Agreement on various kinds of risks shall
      be purchased from a Vietnamese insurance company and/or a foreign insurance
      company permitted to operate in Vietnam. The types, the value and the term
      of
      insurance shall be based on decision of the Management Committee, in accordance
      with the practice of similar businesses in other countries and the practice
      in
      Vietnam, and shall be in compliance with the Laws of Vietnam.

    


    Article
      26: Liquidation

     

    
      	
              26.1

            	
              Upon
                the expiration or early termination of the Agreement, the Business
                Cooperation Agreement shall appoint a Liquidation Committee and carry
                out
                the procedures for liquidation of the properties of the Business
                Cooperation Agreement in compliance with relevant laws. Within at
                least 30
                (thirty) days prior to expiration of the Agreement or within 30 (thirty)
                days since the date of issuance of a decision on early termination
                of the
                Agreement, the Management
                Committee shall
                set up the Liquidation Committee and define concrete responsibilities
                of
                the Liquidation Committee. Members of the Liquidation Committee may
                be
                selected from the Business Cooperation Agreement’s staffs or experts from
                outside. 

            


    

    


    
      	
              26.2

            	
              After
                the full repayment of debts, the residual assets of the Business
                Cooperation Agreement, including the residual funds in the depreciation
                account, reserve fund, and other funds of the Business Cooperation
                Agreement, shall be distributed to the Parties in proportion to their
                share in the capital contribution.

            


    

    


    
      	26.3	
              After
                the completion of the liquidation, the Management Committee shall
                present
                a report on the liquidation and settlement of accounts to the Authorities.
                The Business Cooperation  Agreement
                shall also go through procedures for the cancellation of registration
                at
                local competent authority and return the Investment Certificate for
                cancellation.

            


    

    


    Article
      27: Representations
      and Covenants

     

    
      	
              27.1

            	
              Each
                of the Parties makes the following representations and covenants
                to the
                other Party concerning itself and its participation in this
                Agreement:

            


    

    


    
      	
            	27.1.1	
              It
                has the legal capacity and power to enter into this
                Agreement;

            


    

    


    
      	 	
              27.1.2

            	
              Obtain
                all consents, permits and licenses, approval and authorizations necessary
                to enter into this Agreement;

            


    

    


    
      	 	
              27.1.3

            	
              This
                Agreement constitutes lawful, valid and binding obligations enforceable
                against it in accordance with the terms and conditions of this
                Agreement;

            


    

    


    
      	 	
              27.1.4

            	
              It
                will develop, maintain and operate the Business Cooperation Agreement
                in
                accordance with the Laws of Vietnam and within the requirements of
                Vietnam
                national security;

            


    

    


    
      	 	
              27.1.5

            	
              It
                will act diligently, in good faith and honestly in performing its
                responsibilities and discharging its obligation
                hereunder;

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              27.1.6

            	
              It
                shall fulfill all of its financial obligations to the Government
                in
                accordance with the Law on Investment and other laws of Vietnam,
                as
                stipulated in this Agreement and the Investment Certificate,
                and

            


    

    


    
      	
            	27.1.7	
              Each
                Party shall not be liable to discharge the other Party’s
                obligation;

            


    

    


    
      	 	
              27.1.8

            	
              Each
                Party and its affiliates shall fully perform its obligation on
                contribution of investment capital to the Business as described in
                Article
                4 subject to the terms and conditions in the
                Agreement.

            


    

    


    
      	
              27.2
                

            	
              If
                any above representation and covenants are false or inaccurate in
                any
                respect, it will constitute a breach by that Party of this Agreement
                to
                the extent that it has a material adverse effect on the Business
                Cooperation Agreement.

            


    

    


    Article
      28: Notices

     

    
      	
              28.1

            	
              Notice
                to a Party and to a member of the Management Committee must be given
                in
                writing and must be delivered by hand or sent by registered or guaranteed
                mail for domestic delivery or by internationally recognized express
                mail
                service company for internationally delivery or by facsimile transmission
                to its or his legal address.

            


    

    


    
      	
              28.2

            	
              The
                legal address for each Party is its legal address and address for
                receiving notices and fax number given in Part I of this Agreement
                or such
                other legal address and fax number of which the Party shall have
                given
                notice in accordance with this Article to the other Parties and which
                it
                shall have registered with the competent
                authority.

            


    

    


    
      	
              28.3

            	
              The
                legal address for a member of the Management Committee shall be his/her
                address for receiving notices and fax number of which notice shall
                have
                been given to all the Parties in accordance with this
                Article.

            


    

    


    
      	
              28.4

            	
              Any
                notice shall be deemed to have been given on the day of delivery
                by hand
                or acknowledged facsimile transmission or on the date of receipt
                if sent
                by registered or guaranteed mail or internationally recognized express
                mail service company unless in any such case that day is a non-working
                day
                including a Sunday or a public holiday in the country of the receiver
                in
                which case the notice shall be deemed to have been given on the next
                working day.

            


    

    


    Article
      29: Languages
      and Copies 

    


    
      	
              29.1

            	
              Languages:
                This Agreement is made in two languages of equal validity, English
                and
                Vietnamese. In the event that there is any misunderstanding between
                the
                English version and the Vietnamese version, the Parties agree to
                refer to
                the Vietnamese version.

            


    

    


    
      	
              29.2

            	
              This
                Agreement shall be made in 04 (four) originals of equal validity,
                in
                English and in Vietnamese.

            


    

    


    Article
      30: General
      Matters

     

    
      	
              30.1

            	
              This
                Agreement constitutes the entire agreement and understanding of the
                Parties in relation to the subject matter thereof and supersedes
                all
                previous understandings between them whether written or oral which
                are
                hereby declared to be null and
                avoid.

            


    

    


    
      	
              30.2

            	
              No
                amendment or variation of/or supplement to this Agreement shall be
                valid
                unless it is in writing and signed by or on behalf of each of the
                Parties
                hereto and (where such approval is required) approved by relevant
                State
                agencies.

            


    

    


    
      	
              30.3

            	
              No
                provision of this Agreement will be considered waived unless the
                waiver is
                in writing and signed on behalf of the person waiving the provision
                and
                approval from the other party.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              30.4

            	
              Save
                as expressly provided to the contrary, the rights and remedies provided
                under this Agreement are cumulative and not exclusive of any rights
                and
                remedies provided by law.

            


    

    


    
      	
              30.5

            	
              Where
                no time is specified in this Agreement within which any obligation
                shall
                be performed, such obligation shall be performed without unreasonable
                delay.

            


    

    


    
      	
              30.6

            	
              If
                any further document is necessary, each Party undertakes that it
                will
                promptly and duly execute, sign, perfect and deliver (and if required
                register) every such further document as in the reasonable opinion
                of the
                other Party may be required for the purpose of more effectively carrying
                out the intent and purpose of this Agreement, the Business Plan and
                Financial Projection.

            


    

    


    
      	
              30.7

            	
              This
                is commercial Agreement between the Parties, in a legal action between
                the
                Parties (including in any arbitration, pursuant to Article 18 above)
                no
                Party will raise the defense that it can not be sued by the other
                Party
                because it is government owned or because the Agreement is a government
                Agreement. Each Party waives any immunity or privilege to which it
                may be
                entitled.

            


    

    


    
      	
              30.8

            	
              Any
                obligation herein expressed or implied to obtain approval, license
                or
                permit of relevant State agencies shall remain in force for so long
                only
                as such approval, license or permit shall be required by the Law
                of
                Vietnam.

            


    

    


    
      	
              30.9

            	
              If
                any provision of this Agreement shall be held invalid or unenforceable,
                the same shall not in any way whatsoever affects the enforceability
                or
                validity of the remainder of this
                Agreement.

            


    

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      legal representatives of Parties signed and sealed this Agreement on the date
      mentioned at the beginning:

     

    
      	
              FOR
                AND ON BEHALF OF

            	 	 	
              FOR
                AND ON BEHALF OF

            
	 	 	 	 
	DOT VN COMPANY
              LIMITED	 	 	
              QUANG
                TRUNG SOFTWARE CITY DEVELOPMENT COMPANY

            
	
            	 	 	
            
	
              Signature
                : /s/ Phuoc Lee Johnson

            	 	 	
              Signature
                : /s/ Chu Tien Dung

            
	
              
                

              

              Name
                : Mr. Phuoc Lee Johnson

            	 	 	
              
                

              

              Name
                : Mr. Nguyen Duc Hien

            
	
              Position
                : General Director

            	 	 	
              Position
                : Deputy Director

            


    

     

    
      
        
        

      

      
        22