EXHIBIT
      10.9

    


    FORM
      OF

    NON-DISCLOSURE
      AND

    INVENTION
      ASSIGNMENT AGREEMENT


    


    Agreement
      dated this ____ day of _____________, 20___ by and between DOT VN, Inc., a
      Delaware corporation with its principal office located at 9449 Balboa Avenue,
      Suite 114, San Diego, California 92123,
      (“Company”),
      and
      ___________________________, (“Employee”),
      referred to herein individually as a “Party” or collectively as “the
      Parties”.

     

    Recitals

     

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

     

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

     

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

     

    WHEREAS,
      The Employees will necessarily have access to Company’s Proprietary Information
      in the course of employment. 

     

    WHEREAS,
      The Employee is seeking employment or continued employment with Company, and
      Company is willing to employ or continue to employ Employee, subject to the
      terms of this agreement. 

     

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

    


    Agreement

     

    
      	
              1.

            	
              Special
                Definitions.

            


    

     

    
      	 	
              1.1.

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

            


    

     

    
      	 	
              1.2.

            	
              “Employee”
                shall
                mean all employees, independent contractors and consultants of the
                Company.

            


    

     

    
      	
              2.

            	
              Employment.
                

            


    

     

    
      	 	
              2.1.

            	
              Employment
                or Consulting Relationship.
                In connection with (i) the Employee becoming employed by or retained
                as a
                consultant to the Company; (ii) Employee’s continuing employment or
                current consulting relationship with the Company; and (iii) receipt
                of
                three thousand shares (3,000) of the Company’s common stock (the
                “Stock
                Grant”)
                granted to Employee by the Company, Employee agrees to be bound by
                the
                terms set forth in this Agreement. Any employment or consulting
                relationship between the Company and Employee, whether commenced
                prior to
                or upon the date of this Agreement, shall be referred to herein as
                the
                “Relationship.”

            


    

     

    
      
        
        

      

      
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              2.2.

            	
              Employee
                Handbook.
                Employee agrees to conform to the policies and rules of Company in
                effect
                from time to time. Company has published an Employee Handbook (the
                “Handbook”)
                specifying additional duties and procedures to be followed by Employees,
                which Company may modify at any time. Employee agrees that any such
                the
                Handbook, and any future amendments, shall constitute additional
                terms of
                employment incorporated into this Agreement and shall bind Employee.
                Employee represents that they have read and understand the terms,
                conditions, duties and procedures set forth in Employee Handbook
                and
                further has been furnished with the opportunity to seek clarification
                regarding any ambiguity or confusion with respect to the requirements
                of
                the Employee Handbook.

            


    

     

    
      	 	
              2.3.

            	
              Employment
                At-Will. The
                Parties agree that the Employee’s employment is “at will”, accordingly,
                Employee’s employment and compensation can be terminated, with or without
                cause, and without prior notice, at any time, at the option of either
                Employee or Company. Nothing contained in this Agreement or in the
                Handbook shall be construed to alter or modify this
                term.

            


    

     

    
      	 	
              2.4.

            	
              Outside
                Services. Employee
                shall not, without Company’s prior written consent, render to others
                services of any kind, or engage in any other business activity that
                would
                materially interfere with the performance of their duties under this
                Agreement.

            


    

     

    
      	 	
              2.5.

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


            


    

     

    
      	 	
              2.6.

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

            


    

     

    
      	
              3.

            	
              PROPRIETARY
                INFORMATION.

            


    

     

    
      	 	
              3.1.

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

            


    

     

    
      
        
        

      

      
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              3.2.

            	
              Former
                Employer Information.
                Employee represents that their performance of all terms of this Agreement
                as an employee or consultant of the Company have not breached and
                will not
                breach any agreement to keep in confidence proprietary information,
                knowledge or data acquired by Employee in confidence or trust prior
                or
                subsequent to the commencement of Employee’s Relationship with the
                Company, and Employee will not disclose to the Company, or induce
                the
                Company to use, any inventions, Proprietary or proprietary information
                or
                material belonging to any previous employer or any other
                party.

            


    

     

    
      	 	
              3.3.

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

            


    

     

    
      	 	
              3.4.

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

            


    

     

    
      	 	
              3.5.

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

            


    

     

    
      	
            	3.5.1.	
              Securely
                store all Proprietary Information in the place and manner directed
                by
                Company.

            


    

     

    
      	
            	3.5.2.	
              Refrain
                from taking or removing Proprietary Information from Company’s place of
                business without Company’s prior
                consent.

            


    

     

    
      	
            	3.5.3.	
              Not
                use or disclose any such information to anyone, directly or indirectly,
                except (i) to the extent necessary to carry out his or her duties
                as
                Employee; and (ii) to the extent required by law or in legal proceedings.
                

            


    

     

    
      	
            	3.5.4.	
              Unless
                otherwise instructed in writing, immediately upon termination of
                this
                agreement in any manner, return all Proprietary Information together
                with
                all copies, or reproductions or other media containing such information.
                Employee shall provide a written certification signed under penalty
                of
                perjury affirming Employee’s full compliance of all obligations under this
                section on separation from employment.


            


    

     

    
      
        
        

      

      
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            	3.5.5.	
              Sign
                any supplemental or separate agreement that the Company may in the
                future
                require, in its sole discretion, to the extent allowed by law, the
                terms
                of which shall be additional terms of employment which are incorporated
                into this Agreement by this reference.


            


    

     

    
      	
              4.

            	
              Inventions.
                

            


    

     

    
      	 	
              4.1.

            	
              Assignment
                of Inventions.
                Employee agrees that Employee will promptly make full written disclosure
                to the Company, will hold in trust for the sole right and benefit
                of the
                Company, and hereby assign to the Company, or its designees, all
                of
                Employee’s right, title and interest throughout the world in and to any
                and all inventions, original works of authorship, developments, concepts,
                know-how, improvements or trade secrets, whether or not patentable
                or
                registrable under copyright or similar foreign and domestic laws,
                which
                Employee may solely or jointly conceive or develop or reduce to practice,
                or cause to be conceived or developed or reduced to practice, during
                the
                period of time in which Employee is employed by or a consultant of
                the
                Company (collectively referred to as “Inventions”),
                including any Inventions created prior to the date of this Agreement
                but
                on or after Employees’ initial date of employment or engagement. Employee
                further acknowledges that all inventions, original works of authorship,
                developments, concepts, know-how, improvements or trade secrets which
                are
                made by Employee (solely or jointly with others) within the scope
                of and
                during the period of Employee’s Relationship with the Company are "works
                made for hire" (to the greatest extent permitted by applicable law)
                and
                Employee is compensated therefore by Employee’s Stock Grant (if Employee
                is an employee) or by such amounts paid to Employee under any applicable
                consulting agreement or consulting arrangements (if Employee is a
                consultant), unless regulated otherwise by the mandatory law of the
                state
                of California.

            


    

     

    
      	 	
              4.2.

            	
              Inventions
                not related to Company Business. Notwithstanding
                the foregoing, inventions developed entirely on an employee’s own time
                without using the company’s equipment, supplies, facilities, or trade
                secret information and which do not relate to the Business, are Employee’s
                sole and exclusive property. 

            


    

     

    
      	 	
              4.3.

            	
              Registration
                of Inventions.
                Employee shall have a duty to promptly disclose to Company all such
                Inventions conceived or created during the term of Employee’s employment.
                Employee hereby agrees to cooperate with Company, and when requested,
                execute any document(s) which may be necessary or advisable for the
                registration of or confirming the Company’s interest in such
                Inventions.

            


    

     

    
      	 	
              4.4.

            	
              Maintenance
                of Records.
                Employee agrees to keep and maintain adequate and current written
                records
                of all Inventions made by Employee (solely or jointly with others)
                during
                the term of Employee’s Relationship with the Company. The records may be
                in the form of notes, sketches, drawings, flow charts, electronic
                data or
                recordings, laboratory notebooks, and any other format. The records
                will
                be available to and remain the sole property of the Company at all
                times.
                Employee agrees not to remove such records from the Company's place
                of
                business except as expressly permitted by Company policy which may,
                from
                time to time, be revised at the sole election of the Company for
                the
                purpose of furthering the Company's
                business.

            


    

     

    
      	 	
              4.5.

            	
              Patent
                and Copyright Rights.
                Employee agrees to assist the Company, or its designees, at the Company's
                expense, in every proper way to secure the Company's rights in the
                Inventions and any copyrights, patents, trademarks, mask work rights,
                moral rights, or other intellectual property rights relating thereto
                in
                any and all countries, including the disclosure to the Company of
                all
                pertinent information and data with respect thereto, the execution
                of all
                applications, specifications, oaths, assignments, recordations, and
                all
                other instruments which the Company shall deem necessary in order
                to apply
                for, obtain, maintain and transfer such rights and in order to assign
                and
                convey to the Company, its successors, assigns and nominees the sole
                and
                exclusive rights, title and interest in and to such Inventions, and
                any
                copyrights, patents, mask work rights or other intellectual property
                rights relating thereto. Employee further agrees that Employee’s
                obligation to execute or cause to be executed, when it is in Employee’s
                power to do so, any such instrument or papers shall continue after
                the
                termination of this Agreement until the expiration of the last such
                intellectual property right to expire in any country of the world.
                If the
                Company is unable because of Employee’s mental or physical incapacity or
                unavailability or for any other reason to secure Employee’s signature to
                apply for or to pursue any application for any United States or foreign
                patents or copyright registrations covering Inventions or original
                works
                of authorship assigned to the Company as above, then Employee hereby
                irrevocably designates and appoints the Company and its duly authorized
                officers and agents as Employee’s agent and attorney in fact, to act for
                and in Employee’s behalf and stead to execute and file any such
                applications and to do all other lawfully permitted acts to further
                the
                application for, prosecution, issuance, maintenance or transfer of
                letters
                patent or copyright registrations thereon with the same legal force
                and
                effect as if originally executed by Employee. Employee hereby waives
                any
                and all claims, of any nature whatsoever, which Employee now or hereafter
                has for infringement of any and all proprietary rights assigned to
                the
                Company including, but not limited to, any proprietary rights to
                the data,
                information and code on the
                Invention(s).

            


    

     

    
      
        
        

      

      
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              4.6.

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

            


    

     

    
      	
              5.

            	
              Prohibitions
                and Remedies.
                

            


    

     

    
      	 	
              5.1.

            	
              Employee
                shall not:

            


    

     

    
      	 	
              5.1.1.

            	
              Divert
                the Business or opportunities related to the Business of the Company
                or
                Affiliated Entities’ during the period of employment;
                

            


    

     

    
      	 	
              5.1.2.

            	
              Organize
                a competing business during the period of employment;
                

            


    

     

    
      	 	
              5.1.3.

            	
              Solicit
                the Company’s or Affiliated Entities’ Employees to work elsewhere-whether
                during or after the period of
                employment.

            


    

     

    
      	 	
              5.1.4.

            	
              Solicit
                any of Company’s or Affiliated Entities’ customers, sources, or Employees
                except in the course of Company’s Business.


            


    

     

    
      
        
        

      

      
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              5.1.5.

            	
              During
                the term of Employee’s Relationship with the Company, and for a period of
                twenty-four (24) months immediately following the termination of
                Employee’s Relationship with the Company for any reason, whether with or
                without cause, directly or indirectly solicit, induce, recruit or
                encourage any of the Company’s or Affiliated Entities’ employees or
                consultants to terminate their relationship with the Company, or
                take away
                such employees or consultants, or attempt to solicit, induce, recruit,
                encourage or take away employees or consultants of the Company, either
                for
                myself or for any other person or entity. Further, for a period of
                twenty-four (24) months following termination of Employee’s Relationship
                with the Company for any reason, with or without cause, Employee
                shall not
                solicit any licensor to or customer of the Company or licensee of
                the
                Company's products, in each case, that are known to Employee, with
                respect
                to any business, products or services that are competitive to the
                products
                or services offered by the Company or under development as of the
                date of
                termination of Employee’s Relationship with the
                Company.

            


    

     

    
      	 	
              5.2.

            	
              Employee
                shall be deemed in unfair competition with Company if (a) Employee
                solicits or otherwise accept business from (even if not solicited)
                with
                any such customer; (b) Employee induces any of Company’s Employees or
                customers to terminate or otherwise restrict or limit their relationship
                with Company on any basis, or any present or future Employee or contractor
                of Company or any Affiliated
                Entity.

            


    

     

    
      	 	
              5.3.

            	
              Employee
                agrees that the misuse of Proprietary Information any other related
                or
                supplemental agreements will result in irreparable harm to Company
                that
                cannot be adequately compensated for by money alone. It is agreed
                that in
                addition to all other remedies available at law or in equity, Company
                shall be entitled to the immediate remedy of a temporary restraining
                order, preliminary or permanent injunction, specific performance,
                and/or
                such other forms of equitable relief as appropriate under the
                circumstances. 

            


    

     

    
      	 	
              5.4.

            	
              Employee
                also acknowledges that any damages resulting from Employee’s misuse of
                Proprietary Information are not readily ascertainable, accordingly,
                the
                Parties agree that under the circumstances existing at the time that
                this
                agreement was executed that a reasonable estimate of the damages
                Company
                shall suffer is $50,000 per month. Company may seek these liquidated
                damages in lieu of proving its actual damages.


            


    

     

    
      	 	
              5.5.

            	
              Employee
                shall indemnify, defend and hold harmless Company, and Company's
                officers,
                directors, and shareholders from and against any and all claims,
                demands,
                losses, costs, expenses, obligations, liabilities, damages, recoveries,
                and deficiencies, including reasonable attorney fees and costs, that
                Company may incur or suffer and that result from Employee’s gross
                negligence, intentional misconduct or intentional tort, or claims
                arising
                from Employee’s acceptance of employment with Company, or from claims
                arising from the alleged violation of this Agreement or any other
                agreement to which the Employee is a party.


            


    

     

    
      	 	
              5.6.

            	
              All
                remedies are cumulative and non-exclusive, and Company may seek,
                in
                addition any and all appropriate common law or statutory remedies.
                

            


    

     

    
      	
              6.

            	
              Notification
                to Other Parties.

            


    

     

    
      	 	
              6.1.

            	
              Employees.
                In the event that Employee leaves the employ of the Company, Employee
                hereby consents to notification by the Company to Employee’s new employer
                about Employee’s rights and obligations under this
                Agreement.

            


    

     

    
      
        
        

      

      
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              6.2.

            	
              Consultants.
                Employee hereby grants his consent to notification by the Company
                to any
                other parties besides the Company with whom Employee maintains a
                consulting relationship, including parties with whom such relationship
                commences after the effective date of this Agreement, about Employee’s
                rights and obligations under this
                Agreement.

            


    

     

    
      	7.	
              Dispute
                Resolution. If
                the Parties are unable to resolve a dispute informally, the following
                provisions shall control:

            


    

     

    
      	 	
              7.1.

            	
              All
                questions relating to arising out of this agreement shall be determined
                in
                accordance with California law, except to the limited extent preempted
                by
                federal statute.

            


    

     

    
      	 	
              7.2.

            	
              Excepting
                claims for injunctive relief and/or other equitable relief for unfair
                competition and/or the use or unauthorized disclosure of trade secrets
                or
                Proprietary information, which may be litigated in any court of competent
                jurisdiction, both Company and Employee shall submit all claims,
                disputes
                or controversies (“Claims”)
                against the other arising from or relating in any way to this Agreement,
                whether based in contract or tort, including discrimination claims
                under
                state and federal law, claims that could otherwise be asserted in
                class
                action litigation, such as wage and hour claims, discrimination claims,
                post-termination claims, and claims regarding the applicability of
                this
                arbitration clause or the validity of the Agreement, to binding
                arbitration pursuant to the rules of the American Arbitration Association.
                Nothing herein shall be construed to preclude class arbitrations
                on common
                issues. In all arbitration matters, Company shall bear the costs
                of the
                forum and all arbitrator(s) fees.

            


    

     

    
      	 	
              7.3.

            	
              All
                claims subject to arbitration shall be arbitrated by a sole arbitrator,
                who shall have the power to determine all issues, including arbitrability,
                award equitable relief and all forms of damages, including punitive
                damages. If the Parties cannot agree on a single arbitrator, or a
                method
                to select a single arbitrator, a panel of 3 arbitrators shall be
                employed,
                the Parties each selecting one arbitrator, and the two arbitrators
                so
                selected shall choose a third “independent” arbitrator. All arbitrators
                must have experience specific to the subject matter of the dispute.
                The
                arbitration hearing will be held in San Diego, California. The decision
                shall be in writing and include a statement of facts and the reason
                for
                the decision. Judgment may be entered in any court of competent
                jurisdiction after a thirty day waiting period, during which time
                the
                Parties further agree that all proceedings are to remain Proprietary.
                If
                the affected party fully complies with the arbitration award within
                30
                days, no further proceedings shall be had, and the matter shall be
                considered concluded. 

            


    

     

    IN
      THE ABSENCE OF THIS ARBITRATION AGREEMENT YOU AND WE MAY OTHERWISE HAVE HAD
      A
      RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT, AND / OR TO PARTICIPATE
      OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS, BUT EXCEPT AS
      OTHERWISE PROVIDED ABOVE, ALL CLAIMS MUST NOW BE RESOLVED THROUGH
      ARBITRATION.

     

    
      
        
        

      

      
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              8.

            	General Provisions.


    

     

    
      	 	
              8.1.

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

            


    

     

    
      	 	
              8.2.

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

            


    

     

    
      	 	
              8.3.

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

            


    

     

    
      	 	
              8.4.

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

            


    

     

    
      	 	
              8.5.

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

            


    

     

    
      	 	
              8.6.

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

            


    

     

    
      	 	
              8.7.

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

            


    

     

    
      	 	
              8.8.

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

            


    

     

    
      	 	
              8.9.

            	
              Independent
                Legal Advice.
                Employee acknowledges:

            


    

     

    
      	 	
              a)

            	
              This
                Agreement is executed in reliance wholly on Employee's own judgment
                and
                knowledge and has not been influenced to any extent whatsoever by
                any
                representations or statements made by or on behalf of
                Company.

            


    

     

    
      
        
        

      

      
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              b)

            	
              Employee
                was advised by the Company to seek independent legal advice prior
                to the
                execution and delivery of this Agreement and that, in the event that
                Employee did not avail itself of that opportunity prior to signing
                this
                agreement, it did so voluntarily and without any undue pressure and
                agrees
                that any failure to obtain independent legal advice shall not be
                used by
                Employee as a defense to the enforcement of its obligations under
                this
                Agreement.

            


    

     

    
      	 	
              c)

            	
              This
                Agreement is executed in reliance wholly on Employee own judgment
                and
                knowledge and has not been influenced to any extent whatsoever by
                any
                representations or statements made by or on behalf of Company or
                its
                officers, directors or agents.

            


    

     

    
      	 	
              d)

            	
              Employee
                agrees that this agreement is reasonable, valid, and enforceable.
                This
                agreement shall not be construed against either party, but shall
                be given
                its fair and generally accepted meaning.


            


    

     

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

     

    
      	
              DOT
                VN, Inc.

            	 	 	 
	 	 	 	 
	
            	 	 	
            
	By: 
/s/
              Thomas Johnson	 	 	
            
	
              
                

              
Its: CEO	 	 	
            
	
            	 	 	
            
	 	 	 	 
	
              Employee:

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              
                
 Signature

            	 	 	 


    

     

    
      
        
        

      

      
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