EXHIBIT
      10.14

    


    RESELLER
      RECRUITMENT AND MANAGEMENT AGREEMENT

     

    This
      Reseller Recruitment and Management Agreement (the “Agreement”),
      is
      made effective on March 11, 2005 by and between Business.com.VN,
      Co. Ltd.,
      a
      company organized and existing under the laws of the County of Vietnam (the
      “Contractor”)
      and
Hi-Tek-Com-Vn,
      a
      California corporation (the “Company”).
      The
      Contractor and the Company shall hereafter be referred to individually as a
      “Party”
and
      collectively as the “Parties.”

     

    Recitals

     

    WHEREAS,
      Company is authorized by Vietnam Internet Network Information Center (VNNIC)
      to
      manage the domain names and act as registrar in the .VN country code top-level
      domain, effecting registrations in part through a network of Resellers
      (companies who act as commission based agents in providing domain name
      registration services on its behalf);

     

    WHEREAS,
      Company desires to expand its network of Resellers and to outsource related
      management and customer service functions;

     

    WHEREAS,
      Contractor desires to be engaged by Company to recruit Resellers and provide
      customer service subject to the conditions set forth herein;

     

    NOW,
      THEREFORE, in consideration for those services Contractor agrees to provide
      to
      the Company, the Parties agree as follows:

     

    Agreement

     

    1. Services
      of Contractor.

     

    Contractor
      agrees to perform the following services, which shall include, but are not
      limited to: 

     

    
      	 	
              ·

            	
              Researching
                and locating potential resellers to add to Company’s
                network;

            


    

     

    
      	 	
              ·

            	
              Making
                the appropriate presentations and performing due diligence on those
                candidates;

            


    

     

    
      	 	
              ·

            	
              Signing
                acceptable candidates to Company’s standard Reseller
                Agreements;

            


    

     

    
      	 	
              ·

            	
              Ensuring
                Reseller compliance with the policies and rules set out by Company
                and
                VNNIC and upon the terms and conditions for registration of a domain
                name
                as per the policies set out of VNNIC’s website at www.vnnic.net.vn;

            


    

     

    
      	 	
              ·

            	
              Managing
                the Resellers recruited by
                Contractor;

            


    

     

    
      	 	
              ·

            	
              Providing
                customer service to the Resellers added to Company’s network for the
                Initial Term and any extensions thereto;  

            


    

     

    
      	 	
              ·

            	
              Performing
                such other related services as are reasonably requested by Company.
                

            


    

     

    2. Compensation.

     

    
      	 	
              a.

            	
              Company
                agrees to pay Contractor the sum of $2,500.00 USD per month for its
                services under this Agreement, plus the further sum of $1,000.00
                USD per
                month for advertising expense, payable on a monthly basis commencing
                on
                the first anniversary of this Agreement.


            


    

    
       

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      	 	
              b.

            	
              Contractor
                shall be responsible for paying its own expenses incurred by the
                Contractor in the performance of the Services, without exception
                or
                limitation. 

            


    

     

    3. Non-Exclusivity.

     

    The
      services to be provided under this Agreement are to be provided on a
      non-exclusive basis. Nothing shall be construed to limit Company’s right to
      enter into similar agreements with third parties. 

     

    4. Confidentiality.

     

    Each
      party agrees that during the course of this Agreement, information that is
      confidential or of a proprietary nature may be disclosed to the other party,
      including, but not limited to, product and business plans, software, technical
      processes and formulas, source codes, product designs, sales, costs and other
      unpublished financial information, advertising revenues, usage rates,
      advertising relationships, projections, and marketing data (“Confidential
      Information”).
      Confidential Information shall not include information that the receiving party
      can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes
      part of the public domain through a source other than the receiving party,
      (b)
      was known to the receiving party as of the time of its disclosure, (c) is
      independently developed by the receiving party, or (d) is subsequently learned
      from a third party not under a confidentiality obligation to the providing
      party. Confidential Information need not be marked as confidential at the time
      of disclosure to receive “Confidential Information” protection as required
      herein, rather all information disclosed that, given the nature of the
      information or the circumstances surrounding its disclosure reasonably should
      be
      considered as confidential, shall receive “Confidential Information” protection.


     

    5. Indemnification.

     

    
      	 	
              a.

            	
              Company.

            


    

     

    The
      Company agrees to indemnify, defend, and shall hold harmless Contractor and/or
      its agents, and to defend any action brought against said parties with respect
      to any claim, demand, cause of action, debt or liability to the extent that
      such
      action is based upon a claim that: (i) is true, (ii) would constitute a breach
      of any of Company's representations, warranties, or agreements hereunder, or
      (iii) arises out of the negligence or willful misconduct of
      Company.

     

    
      	 	
              b.

            	
              Contractor.

            


    

     

    The
      Contractor agrees to indemnify, defend, and shall hold harmless Company, its
      directors, employees and agents, and defend any action brought against same
      with
      respect to any claim, demand, cause of action, debt or liability, including
      reasonable attorneys' fees, to the extent that such an action arises out of
      the
      negligence or willful misconduct of Contractor.

     

    
      	 	
              c.

            	
              Notice.

            


    

     

    In
      claiming any indemnification hereunder, the indemnified party shall promptly
      provide the indemnifying party with written notice of any claim, which the
      indemnified party believes falls within the scope of the foregoing paragraphs.
      The indemnified party may, at its expense, assist in the defense if it so
      chooses, provided that the indemnifying party shall control such defense, and
      all negotiations relative to the settlement of any such claim. Any settlement
      intended to bind the indemnified party shall not be final without the
      indemnified party's written consent, which shall not be unreasonably
      withheld.

     

    6. Termination
      and Renewal.

     

    
      	 	
              a.

            	
              Term.

            


    

     

    The
      term
      of this Agreement shall be three (3) years (the “Initial
      Term”)
      beginning on March 11, 2005 and ending on March 10, 2008, and shall
      automatically renew at the end of the Term for an additional three years unless
      sooner terminated as provided in Section 6(b).

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

    

    
      	 	
              b.

            	
              Termination.

            


    

     

    Either
      party may terminate this Agreement on ten (10) calendar days written notice
      prior to the expiration of the Initial Term, or if prior to such action, the
      other party materially breaches any of its obligations under this Agreement.
      Except as may be otherwise provided in this Agreement, such breach by either
      party will result in the other party being responsible to reimburse the
      non-defaulting party for all costs incurred directly as a result of the breach
      of this Agreement, and shall be subject to such damages as may be allowed by
      law.

     

    
      	 	
              c.

            	
              Termination
                and Payment.

            


    

     

    Upon
      any
      termination or expiration of this Agreement, Company shall pay all unpaid and
      outstanding fees through the effective date of termination or expiration of
      this
      Agreement. And upon such termination, Contractor shall provide and deliver
      to
      Company any confidential materials and any and all outstanding services due
      through the effective date of this Agreement.

     

    7. Miscellaneous.

     

    
      	 	
              a.

            	
              Rights
                Cumulative; Waivers.

            


    

     

    The
      rights of each of the parties under this Agreement are cumulative. The rights
      of
      each of the parties hereunder shall not be capable of being waived or varied
      other than by an express waiver or variation in writing. Any failure to exercise
      or any delay in exercising any of such rights shall not operate as a waiver
      or
      variation of that or any other such right. Any defective or partial exercise
      of
      any of such rights shall not preclude any other or further exercise of that
      or
      any other such right. No act or course of conduct or negotiation on the part
      of
      any party shall in any way preclude such party from exercising any such right
      or
      constitute a suspension or any variation of any such right.

     

    
      	 	
              b.

            	
              Benefit;
                Successors Bound. 

            


    

     

    This
      Agreement and the terms, covenants, conditions, provisions, obligations,
      undertakings, rights, and benefits hereof, shall be binding upon, and shall
      inure to the benefit of, the undersigned parties and their heirs, executors,
      administrators, representatives, successors, and permitted assigns.

     

    
      	 	
              c.

            	
              Entire
                Agreement.

            


    

     

    This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof. There are no promises, agreements, conditions,
      undertakings, understandings, warranties, covenants or representa-tions, oral
      or
      written, express or implied, between them with respect to this Agreement or
      the
      matters described in this Agreement, except as set forth in this Agreement.
      Any
      such negotiations, promises, or understandings shall not be used to interpret
      or
      constitute this Agreement. This Agreement may be amended only by an instrument
      in writing executed by the Parties.

     

    
      	 	
              d.

            	
              Assignment.

            


    

     

    Contractor
      shall not assigned this Agreement, in whole or in part, without the written
      consent of Company, and any purported assignment in violation hereof shall
      be
      void. 

     

    
      	 	
              e.

            	
              Severability.

            


    

     

    Each
      part
      of this Agreement is intended to be severable. In the event that any provision
      of this Agreement is found by any court or other authority of competent
      jurisdiction to be illegal or unenforceable, such provision shall be severed
      or
      modified to the extent necessary to render it enforceable and as so severed
      or
      modified, this Agreement shall continue in full force and effect.

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              f.

            	
              Section
                Headings.

            


    

     

    The
      Section headings in this Agreement are for reference purposes only and shall
      not
      affect in any way the meaning or interpretation of this Agreement.

     

    
      	 	
              g.

            	
              Construction.

            


    

     

    Unless
      the context otherwise requires, when used herein, the singular shall be deemed
      to include the plural, the plural shall be deemed to include each of the
      singular, and pronouns of one or no gender shall be deemed to include the
      equivalent pronoun of the other or no gender.

     

    
      	 	
              h.

            	
              Further
                Assurances.

            


    

     

    In
      addition to the instruments and documents to be made, executed and delivered
      pursuant to this Agreement, the parties hereto agree to make, execute and
      deliver or cause to be made, executed and delivered, to the requesting party
      such other instruments and to take such other actions as the requesting party
      may reasonably require to carry out the terms of this Agreement and the
      transactions contemplated hereby.

     

    
      	 	
              i.

            	
              Notices.

            


    

     

    Any
      notice which is required or desired under this Agreement shall be given in
      writing and may be sent by personal delivery or by mail (either a. United States
      mail, postage prepaid, or b. Federal Express or similar generally recognized
      overnight carrier), addressed as follows (subject to the right to designate
      a
      different address by notice similarly given):

     

    If
      to
      Company: 

     

    Hi-Tek-Com-Vn,
      Inc.

    Attn:
      Lee
      Johnson, CTO

    9449
      Balboa Ave., Suite 114

    San
      Diego, CA 92123

    


    
      	 	 	
              If
                to Contractor:

            


    

     

    Business.com.VN,
      Co. Ltd

    Attn:
      Nghi Bui, Director

    Quang
      Trung Software City

    Hall
      5,
      Dist. 12

    Ho
      Chi
      Minh City, Vietnam 

    


    


    
      	 	
              j.

            	
              Disputes.
                

            


    

     

    Any
      controversy or claim arising out of or relating to this agreement shall be
      governed by the laws of the State of California, without giving effect to
      principles of conflicts of law, and Contractor hereby waives, to the maximum
      extent permitted by law, any objection, including any objection based on
forum
      non coveniens,
      to the
      bringing of any such proceeding in such jurisdiction. All disputes shall be
      settled by binding arbitration in San Diego County under the Commercial
      Arbitration Rules of the American Arbitration Association. Judgment upon the
      award rendered by the arbitrator(s) may be entered in any court having
      jurisdiction thereof. 

    
       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

    

    
      	 	
              k.

            	
              Consents.

            


    

     

    The
      person signing this Agreement on behalf of each party hereby represents and
      warrants that he has the necessary power, consent and authority to execute
      and
      deliver this Agreement on behalf of such party.

     

    
      	 	
              l.

            	
              Tax
                Consequences.

            


    

     

    Contractor
      shall render all services hereunder as an independent contractor. Each Party
      shall be liable for all tax consequences flowing from this agreement.


     

    
      	 	
              m.

            	
              Voluntary
                and Binding Agreement. 

            


    

     

    The
      parties promise they have each carefully read this Agreement and know its
      contents, and that they signed this Agreement freely and voluntarily, and that
      this Agreement is binding. The Recitals to this Agreement shall be deemed
      conclusive under Evidence Code §622.

     

    
      	 	
              n.

            	
              Execution
                in Counterparts.

            


    

     

    This
      Agreement may be executed via facsimile and in any number of counterparts,
      each
      of which shall be deemed an original and all of which together shall constitute
      one and the same agreement.

    


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    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed and
      have
      agreed to and accepted the terms herein on the date written above.

     

    
      	 	 	
              COMPANY:

            
	 	 	 
	 	
              HI-TEK-COM-VN,
                INC.

            
	 
 	 
 	 
 
	
            	
            	/s/ Lee
              Johnson   
	 	
              
By: Lee
              Johnson
	 	Title Its:
              Chief Technical Officer


    

     

    
      
        	 	 	
                CONTRACTOR:

              
	 	 	 
	 	
                BUSINESS.COM.VN,
                  CO. LTD.

              
	 
 	 
 	 
 
	
              	
              	/s/ Nghi
                Bui      
	 	
                
By: Nghi
                Bui, Director
	 	 


      

    

    
       

      
        
          
          

        

        
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