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

              	
                16

              	 
	 	 	 	 	 
	
                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

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

      
        	 	
                2.

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

              


      

      


      Telephone:
        84-8-715-5055   
Fax:
        84-8-715-5985

      Account
        No.: 421101370017 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: 
               Deputy
        Director

      Nationality:               Vietnamese

         
        Permanent Address:

      


      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;

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “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);

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “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.


              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      
        	
                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

                  	
                    :

                  	
                    US$
                      6,000,000 (Six million United States Dollars)

                  
	 	 	 
	
                    Operation
                      term of the Project

                  	
                    :

                  	
                    20
                      (twenty) 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 US$
        4,800,000 (Four
        Million and Eight Hundred Thousand United States
        Dollars)
        by
        equipment, machines; facility construction expenses; means of operating the
        IDC,
        expertise and working capital to the Business
        Cooperation Agreement
        equivalent to 80% of total Investment Capital.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Party
        B
        shall contribute the equivalent of US$
        1,200,000
        (One
        Million Two Hundred Thousand United States Dollars)
        by
        providing the exclusive use of the Location for the period of 20 (twenty)
        years
        from the date possession of the Location is delivered to Party A,
        equivalent to 20% of total Investment Capital.

      


      However,
        both Parties agree that Party A’s contribution equivalent to US$ 4,800,000 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 US$ 4,800,000,
        Party A shall have to contribute additionally in cash in order to ensure
        contribution ratio of each party as agreed above (Party A holds 80% of total
        Investment capital, Party B holds 20% 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 US$ 4,800,000,
        Party B shall have to contribute additionally in cash in order to ensure
        contribution ratio of each party as agreed above (Party A holds 80% of total
        Investment capital, Party B holds 20% 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 (i.e. Party A 80%,
        Party B
        20%). 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 US$
        6,000,000 (Six million United States Dollars), 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
        80% 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...);

              


      

      


      
        	 	
                (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;

              


      

      
         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          



      

      
        	 	
                (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 20% of total Investment Capital by the value of exclusive using right
        in
        respect of the Location during period of 20 (twenty) years
        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;

              


      

      


      
        	 	
                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.

              


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      
        	 	
                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;

              


      

      


      
        	
                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; 

              


      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      
        	
                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 20 (twenty) years
                  from the
                  date possession of the Location is delivered to Party
                  A.

              


      

      


      
        	 	
                -

              	
                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.

              


      

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      
        	 	
                -

              	
                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.

              


      

      


      
        	
                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.

              


      

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      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.

      


      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.

              


      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	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    
  [80%] 

      


      Party
        B     
 
        [20%]

      


      
        	
                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 (Party
        A
        80%; Party B 20%). 

       

      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;

              


      

      


      
        
          	14.3	
                  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;

              


      

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      
        	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;

              


      

      


      
        	
                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.

              


      

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      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 20
                  (twenty) years 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 20 (twenty)
                  years.

              


      

      


      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;

              


      

      


      
        	 	
                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. 

              


      

      
        


        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          



      

      
        	 	
                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
                    (20%)

                	
                  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
                    (80%)

                	
                  x
                    (the number of months remaining

                  in
                    the Term)

                
	
                  12

                


        

      

       

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

      
        
           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

        



      
        	
              	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.

              


      

      


      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.

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      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;

              


      

      


      
        	 	
                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.

              


      

      
        


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          



      

      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.

              


      

      


      
        	
                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.

              


      

      
        


        
          
            
            

          

          
            18

            
              

            

          

          
            
            



        

      

      
        	
                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.

              


      

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      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

              	 :	 	 	
                Signature

              	 :	 
	
                Name

              	 :	 Mr.
                Phuoc Lee Johnson 	 	
                Name

              	 :	Mr.
                Nguyen Duc Hien 
	
                Position

              	 :	 General
                Director	 	
                Position

              	 :	 Deputy
                Director


      

       

      
        
          
          

        

        
          20