CONFIDENTIAL

       

      Exhibit
        10.23

    

    


    CERTIFICATION
      TEST AGREEMENT

    


    BETWEEN

    


    DOT
      VN
      INCORPORATED

    


    AND

    


    E-BAND
      COMMUNICATIONS CORPORATION

    


    (AMENDED)

     


    
      	
              Contents

            	 
	
              CERTIFICATION
                TEST AGREEMENT

            	
              2

            
	
              Exhibit
                A

            	
               

            
	
              Exhibit
                B

            	
               

            
	
              Exhibit
                C

            	
               

            


    

     

    
      	
              E-Band-dotVN
                Cert Test Agreement (Amended) – May 20, 2008

            	
              Page
                1

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      CONFIDENTIAL

       

    

    CERTIFICATION
      TEST AGREEMENT

    (AMENDED)

    


    THIS
      AGREEMENT (the “Agreement”), made effective this 20th day of May, 2008
      (“Effective Date”) by and between E-BAND
      Communications Corp., a corporation duly organized under the laws of California,
      (hereinafter “E-BAND”),
      and
DOT
      VN,
      Inc., a
      corporation duly organized under the laws of the State of Delaware (hereinafter
      “DOT
      VN”)
      

    


    WHEREAS,
      E-BAND
      manufactures and markets certain E-Link equipment (“Equipment”) and desires to
      increase the sales of such Equipment;

    


    WHEREAS,
      DOT
      VN
      desires
      to test such Equipment at a site in Vietnam for the purpose of determining
      the
      feasibility of marketing E-BAND
      Products
      in East Asia; and 

    


    WHEREAS,
      E-BAND
      is
      willing to facilitate such testing by supplying certain Products, personnel
      and
      support to DOT
      VN;
      

    


    NOW,
      THEREFORE, in light of the mutual promises and covenants hereinafter set forth
      and for consideration the sufficiency and receipt of which is hereby
      acknowledged, the parties agree as follows:

    


    ARTICLE
      1

    DEFINITIONS

    


    For
      purposes of this Agreement, the following words, terms and phrases where written
      with an initial capital letter, shall have the meanings assigned to them in
      this
      Article 1 unless the context otherwise requires:

    


    1.1
      Products.
      “Products” shall mean the products described in Exhibit
      B
      attached
      hereto and incorporated herein.

    


    1.2
      Equipment.
      “Equipment” shall mean the E-Link 1000, equipped with 850 nm MM optical
      interface, antennas and mount.

    


    1.3
      DOT
      VN
      List
      Price.“DOT
      VN
      List
      Price” shall mean the prices set forth on Exhibit
      B.
      DOT
      VN
      List
      Price does not include transportation, customs duties, tariffs, taxes, fees
      or
      other charges which may be imposed on the importation, handling, transportation,
      purchase, use or sale of Equipment. 

    


    1.4
      DOT
      VN
      Information.
      “DOT
      VN
      Information” shall mean all information, other than information in published
      form or expressly designated by DOT
      VN
      as
      non-confidential, which is directly or indirectly disclosed to E-BAND,
      regardless of the form in which it is disclosed, relating in any way to
DOT
      VN’s
      markets, customers, products, patents, inventions, procedures methods, designs,
      strategies, plans, assets, liabilities, costs, revenues, profits, organization,
      employees, agents, or business in general. 

    


    1.5
      E-BAND
      Information.
      “E-BAND
      Information” shall mean all information, other than information in published
      form or expressly designated by E-BAND
      as
      non-confidential, which is directly or indirectly disclosed to DOT
      VN
      or
      embodied in Products provided hereunder, regardless of the form in which it
      is
      disclosed, relating in any way to E-BAND’S
      markets, customers, products, patents, inventions, procedures methods, designs,
      strategies, plans, assets, liabilities, costs, revenues, profits, organization,
      employees, agents, or business in general.

     

    
      
        	
                E-Band-dotVN
                  Cert Test Agreement (Amended) – May 20, 2008

              	
                Page
                  2

              


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        
           

          CONFIDENTIAL

           

        

      

    

    1.6
      Brand(s).“Brands”
      shall mean all names, logotypes and trademarks held by E-BAND
      licensed
      to the DOT
      VN
      for the
      purpose of selling and promoting the Products.

    


    ARTICLE
      2

    GENERAL
      PURPOSE OF AGREEMENT

    


    2.1
      Purpose.
      The
      purpose of this agreement is to set forth the terms and conditions pursuant
      to
      which E-BAND
      and
DOT
      VN
      shall
      cooperate with respect to the execution of parameters for testing a unit of
      the
      Equipment in Vietnam, according to the Test Plan set forth on Exhibit
      A.
      The
      general purpose of the testing is to demonstrate the unit for sale, collect
      data
      regarding the Equipment’s performance, generate a report based on such data and
      provide certification of the test results. 

    


    2.2
      Intent
      of the Parties.
      The
      Parties agree that upon successful completion of the test of the Equipment
      in
      Vietnam, it is the mutual intent of the Parties to enter into a definitive
      agreement regarding distribution of E-BAND’s
      Products in South East Asia (the “Distribution Agreement”), including but not
      limited to, exclusivity for the Country of Vietnam. The Parties agree that
      the
      Distribution Agreement shall be executed no later than the earlier of, (i)
      60
      days from the completion of the test of the Equipment; or (ii) August 16,
      2008.

    


    ARTICLE
      3

    OBLIGATIONS
      OF DOT
      VN

    


    
      	3.	
              DOT
                VN’s
                Obligations.
                DOT
                VN
                shall be responsible for the
                following:

            


    

     

    
      	 	3.1.	
              Securing
                the correct representation from VDC, VNNIC and such other agency
                or
                department as required for deployment and testing of the
                link.

            


    

     

    
      	 	3.2.	
              Shipping
                from E-BAND
                office to test site in Vietnam including any duty and customs fees
                and
                administration.

            


    

     

    
      	 	3.3.	
              Securing
                the test site(s), including two suitable appropriate radio unit outdoor
                locations at line of sight.

            


    

     

    
      	 	3.4.	
              Providing
                E-BAND with exact GPS coordinates for 2-3 alternative link positions
                to
                assist E-BAND
                in
                determining the exact configuration and
                antennas.

            


    

     

    
      	 	3.5.	
              Providing
                all supporting equipment and accessories for the E-Link equipment
                to
                perform the certification test, e.g. switches, cables, source material
                for
                application demonstration. 

            


    

     

    
      	 	3.6.	
              Providing
                at least three DOT
                VN
                engineers who will become the local trainers for E-BAND
                products and who will be present for Product Certification Training
                according to test plan schedule in Exhibit
                A.

            


    

     

    
      	 	3.7.	
              Submitting
                complete certification test requirements to E-BAND.

            


    

     

    
      	 	3.8.	
              Providing
                complete test report for VDC within one week from completion of the
                test
                date.

            


    

     

    
      	
              E-Band-dotVN
                Cert Test Agreement (Amended) – May 20, 2008

            	
              Page
                3

            


       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        CONFIDENTIAL

         

      

    

    
      	 	3.9.	
              Working
                with VDC to achieve commercial certification of the E-BAND
                equipment by end of Q3 2008 under a future Distribution
                Agreement.

            


    

     

    ARTICLE
      4

    OBLIGATIONS
      OF E-BAND

    


    
      	4.	
              E-BAND’S
                Obligations.
                E-BAND
                shall be responsible for the
                following:

            


    

     

    
      	
            	4.1.	
              Preparing
                the local product, company and application presentations.
                

            


    

     

    
      	
            	4.2.	
              Suggesting
                an appropriate test plan.

            


    

     

    
      	
            	4.3.	
              Setting
                up a test link for dry run in E-BAND
                facilities

            


    

     

    
      	
            	4.4.	
              Sending
                1-2 resources to support deployment, testing and to provide training
                of
                DOT
                VN
                personnel in Vietnam during the Test
                Period.

            


    

     

    
      	
            	4.5.	
              Paying
                for travel, lodging, and all related expenses of E-BAND
                resources.

            


    

     

    ARTICLE
      5

    EQUIPMENT
      TESTING PERIOD, RETURN, PURCHASE AND PAYMENT

    


    
      	5.	
              The
                testing, return, purchase and payment for the Equipment shall be
                subject
                to the following:

            


    

     

    
      	
            	5.1.	
              The
                testing (“Test Period”) shall be completed 30 days from the date E-BAND
                deploys the test link in Hanoi Vietnam (the “Completion
                Date”).

            


    

     

    
      	
            	5.2.	
              At
                the conclusion of the Test Period, DOT
                VN
                may, in its sole and absolute discretion, return the Equipment to
                E-BAND,
                in which case DOT
                VN
                will pay all expenses associated with returning the Equipment to
                E-BAND
                in
                its original packaging, in substantially the same condition as received,
                with delivery to be arranged to occur within ten (10) days of the
                Completion Date. DOT
                VN
                shall provide proof of shipment to E-BAND,
                in which case the Note shall be deemed null and void and of no further
                effect. 

            


    

     

    
      	
            	5.3.	
              Alternatively,
                DOT
                VN
                shall pay for the Equipment at the DOT
                VN
                price set forth on Exhibit
                B,
                which shall be paid net 30 days from the date DOT
                VN
                takes possession of the properly packed equipment at E-BAND’s
                facility in San Diego. To secure payment, DOT
                VN
                shall execute and deliver a Promissory Note (“Note”) in form and substance
                attached hereto as Exhibit
                C,
                which Note shall be dated June 22, 2008 and delivered before the
                date the
                equipment is shipped. On payment of the Note, E-BAND
                shall endorse the Note “Paid in Full” and shall surrender the original to
                DOT
                VN.
                

            


    

     

    
      	
            	5.4.	
              In
                the event DOT
                VN
                purchases the Equipment and enters into a Distribution Agreement
                with
                E-BAND
                for additional purchases of Product, the purchase shall count against
                the
                first year quota, if any. 

            


    

     

    
      	
              E-Band-dotVN
                Cert Test Agreement (Amended) – May 20, 2008

            	
              Page
                4

            


       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

      

    

    CONFIDENTIAL

     

    ARTICLE
      6

    ADDITIONAL
      PROVISIONS ON PURCHASE OF THE EQUIPMENT

     

    
      	6.	
              The
                following provisions apply to the purchase of the
                Equipment:

            


    

     

    
      	
            	6.1.	
              Product
                Warranty.
                E-BAND
                warrants for a period of one (1) year after the date of delivery
                that the
                Equipment shall be free from defects in material and workmanship
                per
                E-BAND’s
                standard warranty. E-BAND
                shall, in the event of breach, provide at no charge to DOT
                VN
                conforming replacement or substitute Equipment. The Warranty will
                be
                provided in accordance to E-BAND’s
                standard terms and conditions in effect at a given time.

            


    

     

    
      	
            	6.2.	
              Disclaimer.
                IT IS EXPRESSLY AGREED THAT THE WARRANTY SET FORTH HEREIN SHALL BE
                THE
                SOLE AND EXCLUSIVE REMEDY OF DOT
                VN,
                ITS CUSTOMERS AND END USERS. UNDER NO CIRCUMSTANCES SHALL E-BAND
                BE
                LIABLE FOR ANY COSTS, LOSS, EXPENSE, DAMAGES, SPECIAL DAMAGES, INCIDENTAL
                DAMAGES OR CONSEQUENTIAL DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM
                THE
                DESIGN, MANUFACTURE, SALE, USE OR REPAIR OF PRODUCTS, WHETHER BASED
                UPON
                WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY. IN NO EVENT WILL
                LIABILITY EXCEED THE DOT
                VN
                LIST PRICE OF THE APPLICABLE PRODUCT. EXCEPT AS EXPRESSLY SET FORTH
                HEREIN, THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS. THE WARRANTY AND
                LIMITS OF LIABILITY CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES
                AND LIABILITIES, EXPRESSED OR IMPLIED ARISING BY LAW, CUSTOM, BY
                ORAL OR
                WRITTEN STATEMENTS. ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
                FOR
                A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND WARRANTIES ARISING
                FROM
                COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND ANY DUTIES OF LACK
                OF
                NEGLIGENCE OR WORKMANLIKE EFFORT ARE HEREBY DISCLAIMED BY E-BAND,
                ITS LICENSORS AND REPRESENTATIVES.

            


    

     

    
      	
            	6.3.	
              E-BAND’s
                Obligations.
                E-BAND
                shall, at its own expense, defend any suit instituted against DOT
                VN
                which is based on any allegation that any Products manufactured by
                E-BAND
                and sold to DOT
                VN
                hereunder injure or cause harm to a consumer of E-BAND’S
                Products due to product defect unless caused by DOT
                VN.
                E-BAND
                shall further defend DOT
                VN
                against any suit instituted against DOT
                VN
                which is based on any allegation that any Products manufactured by
                E-BAND
                and sold to DOT
                VN
                hereunder constitute an infringement of any patent unless
                such Products are modified by DOT
                VN
                or
                its agents, subdistributors or resellers.
                E-BAND
                shall indemnify DOT
                VN
                against any award of damage and costs made against DOT
                VN
                by
                a final judgment of a court of last resort due
                to the breach of any representation, warranty or covenant in this
                Agreement by E-BAND,
                or
                if
                it is determined that any injury or patent infringement has resulted
                from
                the action or omission of action by E-BAND,
                unless caused by the gross negligence or intentional misconduct of
                DOT
                VN.

            


    

     

    
      	
            	6.4.	
              DOT
                VN’s
                Obligations.
                DOT
                VN
                shall, at its own expense, defend any suit instituted against E-BAND
                which is based on any allegation that any Products sold by DOT
                VN
                hereunder injure or cause harm to a consumer of E-BAND’S
                Products due to action or omission of action by DOT
                VN.
                DOT
                VN
                shall further defend E-BAND
                against any suit instituted against E-BAND
                which is based on any allegation that any Products manufactured by
                E-BAND
                and sold to DOT
                VN
                hereunder constitute an infringement of any trade mark, trade name,
                logotype or brand name originated by DOT
                VN.
                DOT
                VN
                shall indemnify E-BAND
                against any award of damage and costs made against E-BAND
                by
                a final judgment of a court of last resort due to the breach of any
                representation, warranty or covenant in this Agreement by DOT
                VN,
                or if it is determined that any injury or trademark infringement
                has
                resulted from the action or omission of action by DOT
                VN,
                unless caused by the gross negligence of intentional misconduct of
                E-BAND.

            


    

     

    
      
        	
                E-Band-dotVN
                  Cert Test Agreement (Amended) – May 20, 2008

              	
                Page
                  5

              


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        
           

          CONFIDENTIAL

           

          ARTICLE
            7

        

      

    

    E-BAND
      REPRESENTATIONS AND WARRANTIES

    


    
      	7.	
              E-BAND
                represents and warrants that: 

            


    

     

    
      	
            	7.1.	
              All
                intellectual property that E-BAND
                uses and provides to DOT
                VN
                does not infringe any patent, trademark, trade name, copyright or
                title.

            


    

     

    
      	
            	7.2.	
              E-BAND
                has taken all reasonable steps to secure such licenses and/or patents,
                trademarks, trade name or copyright related to the production, sale
                and
                operation of the Products.

            


    

     

    
      	
            	7.3.	
              E-BAND
                is
                the sole owner of the Products provided to DOT
                VN,
                and no rights have been granted, or will be granted in the Products
                that
                are inconsistent with the rights granted in this
                Agreement.

            


    

     

    
      	
            	7.4.	
              E-BAND
                grants and assigns to DOT
                VN
                the benefit of all warranties and representations made for E-BAND’s
                benefit by any third party with respect to the
                Products.

            


    

     

    
      	
            	7.5.	
              That
                there are no liens, encumbrances and/or obligations in connection
                with the
                Products, the technology upon which the Products are based or any
                of the
                intellectual property of E-BAND
                other than such liens, encumbrances and/or obligations specifically
                set
                forth herein or that will not have a materially adverse effect on
                the
                consummation of the transactions contemplated
                hereby.

            


    

     

    ARTICLE
      8

    DOT
      VN
      REPRESENTATIONS AND WARRANTIES

    


    
      	8.	
              DOT
                VN
                represents and warrants that: 

            


    

     

    
      	
            	8.1.	
              Organization.
                DOT
                VN
                is
                a corporation duly organized, validly existing and in good standing
                under
                the laws of the state of Delaware.

            


    

     

    
      	
            	8.2.	
              Authority;
                Consents and Approvals; No Violations.
                DOT
                VN
                has the full corporate power and authority and legal right to execute
                and
                deliver this Agreement, and otherwise to perform its obligations
                hereunder. This Agreement has been validly executed and delivered
                by
                DOT
                VN
                and will constitute a valid and binding obligation of DOT
                VN
                enforceable in accordance with its terms, except to the extent such
                enforceability may be limited by the effects of bankruptcy, insolvency,
                reorganization, moratorium or other similar laws affecting creditors'
                rights generally, and by the effect of general principles of equitable
                law, regardless of whether such enforceability is considered in a
                proceeding in equity or at law. The execution and delivery of this
                Agreement and the consummation of the transactions contemplated hereby
                do
                not and will not violate any provision of DOT
                VN's
                Certificate of Incorporation or Bylaws or violate, conflict with,
                result
                in a breach of or constitute (with or without due notice, lapse of
                time or
                both) a default under any agreement, license, contract, franchise,
                permit,
                indenture, lease, or other instrument to which DOT
                VN
                is
                a party, or by which it or any of its assets are
                bound.

            


    

     

    
      
        	
                E-Band-dotVN
                  Cert Test Agreement (Amended) – May 20, 2008

              	
                Page
                  6

              


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        
           

          CONFIDENTIAL

           

        

      

    

    
      	
            	8.3.	
              Certification.
                DOT
                VN
                shall secure the necessary and correct representation from VDC,
                VNNIC and such other agency or department as required for deployment
                and
                testing of the link
                prior to on the ground testing in
                Vietnam.

            


    

    


    ARTICLE
      9

    CONFIDENTIALITY

    


    
      	
            	9.	
              Acknowledgment.
                Both Parties acknowledge and agree that both the DOT
                VN
                Information and the E-BAND
                Information (collectively the “Information”) is confidential and
                proprietary. The Parties agree not to use the Information during
                the term
                of this Agreement for any purpose other than as permitted or required
                for
                the performance by each Party hereunder. The Parties further agree
                not to
                disclose or provide any such Information to any third party and to
                take
                all necessary measures to prevent any such disclosure by its employees,
                agents, contractors, or consultants during the term hereof. Nothing
                contained herein shall prevent either Party from using disclosing
                or
                authorizing the disclosure of any Information which (i)
                was in the public domain at the time it was disclosed or has entered
                the
                public domain through no fault of the receiving party; (ii) was
                independently developed by the receiving party without any use of
                the
                Information; or (iii) became known to the receiving party, without
                restriction, from a source other than the disclosing party, without
                breach
                of this Agreement by the receiving party and otherwise not in violation
                of
                the disclosing party's rights. In addition, the receiving party may
                disclose the other party’s Information as required under applicable law or
                regulation, including rules of any applicable securities exchange,
                or
                pursuant to the order or requirement of a court, administrative agency,
                or
                other governmental body; provided, however, that the receiving party
                will
                provide prompt prior notice of such disclosure to the disclosing
                party to
                enable the disclosing party to seek a protective order or otherwise
                restrict such disclosure.

            


    

     

    ARTICLE
      10

    MISCELLANEOUS

    


    
      	
            	10.	
              The
                following additional terms apply:

            


    

     

    
      	
            	10.1.	
              Relationship.
                This Agreement does not make either party the employee, agent or
                legal
                representative of the other for any purpose whatsoever. Neither party
                is
                granted any right or authority to assume or to create any obligation
                or
                responsibility, express or implied, on behalf of or in the name of
                the
                other party. In fulfilling its obligations pursuant to this Agreement
                each
                party shall be acting as an independent contractor.
                

            


    

     

    
      	
            	10.2.	
              Assignment.
                Neither party shall have the right to assign or to otherwise transfer
                its
                rights and obligations under this Agreement except with the prior
                written
                consent of the other party.

            


    

     

    
      
        	
                E-Band-dotVN
                  Cert Test Agreement (Amended) – May 20, 2008

              	
                Page
                  7

              


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        
           

          CONFIDENTIAL

           

        

      

    

    
      	
            	10.3.	
              Disputes.
                In the event of any dispute, the parties respective decision makers
                agree
                to meet within ten (10) business days and in good faith seek an informal
                resolution of the disputed issue. If no resolution is reached, the
                parties
                agree to submit any claim, dispute or controversy (“Claim”) against the
                other, or against the employees, agents or assigns of the other,
                arising
                from or relating in any way to this Agreement, including Claims regarding
                the applicability of this arbitration clause or the validity of the
                entire
                Agreement, to binding arbitration to be administered by JAMS under
                its
                Streamlined Rules, unless the parties otherwise agree. The sole arbitrator
                shall have the power to determine issues of arbitrability, and shall
                apply
                the laws of the State of California, except for, and limited only
                to
                claims or issues where California law is preempted by federal statute.
                All
                other issues shall be governed by applicable California law, excluding
                the
                Convention on Contracts for the International Sale of Goods and that
                body
                of law known as conflicts of laws. If the parties cannot agree on
                a single
                arbitrator, a panel of 3 arbitrators shall be employed, the parties
                each
                selecting one arbitrator, and the two arbitrators so selected shall
                choose
                a third “independent” arbitrator. All arbitrators must either be licensed
                attorneys or retired judges. The parties shall have right to full
                discovery to the extent permitted by the California Code of Civil
                Procedure and California Rules of Court applicable to judicial
                arbitrations. The arbitrator(s) shall be empowered to appoint experts
                and/or consultants, resolve discovery disputes grant equitable relief,
                compensatory and punitive damages, and grant any relief a party could
                obtain in an action initiated in the a California Superior Court,
                proceed
                ex-parte should one party fail to appear, and grant any other type
                of
                relief appropriate to the particular circumstances. The arbitrator
                shall
                have the power to award the prevailing party its litigation expenses
                including reasonable attorneys fees and costs, and expert witness
                fees.
                The hearing shall take place within 6 months of submission to arbitration.
                No pre-hearing motions may be filed, other than with respect to requests
                for injunctive relief and discovery disputes. The arbitration hearing
                will
                be held in San Diego, California. Judgment may be entered in any
                court of
                competent jurisdiction. The parties agree that all proceedings are
                confidential until 30 days after the award is made. In the event
                the
                losing party fully complies with all aspects of any adverse decision,
                including payment of all amounts awarded to the other party, the
                matter
                shall be sealed and remain confidential in perpetuity.
                

            


    

     

    
      	
            	10.4.	
              Amendment.
                This Agreement may not be modified or amended except by an instrument
                in
                writing signed by each of the parties hereto, or their respective
                permitted successors in interest. Exhibits may be updated continuously
                after agreement and signature by both
                parties.

            


    

     

    
      	
            	10.5.	
              Waiver.
                No term or condition of this Agreement shall be deemed to have been
                waived, nor any estoppel against the enforcement of any provision
                of this
                Agreement, except by written instrument of the party charged with
                such
                waiver or estoppel. In addition, no such written waiver or estoppel
                that
                is in effect shall be deemed to be a continuing waiver unless specifically
                stated therein, shall operate only as to the specific term or condition
                waived and shall not constitute a waiver as to any act other than
                that
                specifically waived or as to any term, condition or obligation that
                comes
                into effect subsequent to the written
                waiver.

            


    

     

    
      	
            	10.6.	
              Agreement
                in Counterparts.
                This Agreement may be executed in counterparts, each of which thus
                executed shall be deemed an original, but all of which, taken together,
                shall constitute one and the same agreement, binding upon the parties
                hereto, their administrators, successors and permitted
                assigns.

            


    

     

    
      
        	
                E-Band-dotVN
                  Cert Test Agreement (Amended) – May 20, 2008

              	
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                  8

              


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        
           

          CONFIDENTIAL

           

        

      

    

    
      	
            	10.7.	
              Severability.
                If any provision of this Agreement, or the application thereof, shall
                be
                determined by a court of competent jurisdiction to be invalid or
                unenforceable, then this Agreement shall remain in full force and
                effect
                between the parties to the greatest extent permitted by law unless
                the
                invalidity or unenforceability of such provision or provisions destroys
                or
                materially impairs the basis of the bargain between the parties as
                contained in this Agreement. 

            


    

     

    
      	
            	10.8.	
              Captions;
                References.
                Article and paragraph headings in this Agreement are for convenience
                of
                reference only and shall not affect the construction or interpretation
                of
                this Agreement. Whenever the terms "hereof", "hereby", "herein" or
                words
                of similar import are used in this Agreement they shall be construed
                as
                referring to this Agreement in its entirety rather than to a particular
                paragraph or provision, unless the context specifically indicates
                to the
                contrary. Any reference to a particular or "Paragraph" or “Article” shall
                be construed as referring to the indicated paragraph or section of
                this
                Agreement unless the context specifically indicates to the
                contrary.

            


    

     

    
      	
            	10.9.	
              Notices. Any
                notice, direction or other instrument required or permitted to be
                given
                under or in connection with this Agreement shall be effective when
                either
                delivered personally, mailed by certified mail, return receipt requested
                (with postage prepaid), to the addresses listed below, or deposited
                with
                Federal Express or other reputable courier (with fee prepaid) for
                overnight delivery to the addresses listed below. Any party may change
                its
                address for service from time to time by notice given in accordance
                with
                the foregoing and any subsequent notice shall be sent to the party
                at its
                new address, as so noticed.

            


    

     

    
      	
              If
                to DOT VN:

            
	 
	
              Dot
                VN, Inc.

            
	
              Attn:
                Legal Department

            
	
              9449
                Balboa Avenue, Suite 114

            
	
              San
                Diego, CA 92123

            
	 
	
              With
                a Copy to:

            
	 
	
              If
                to E-BAND:

            
	 
	
              E-Band
                Communications Corp.

            
	
              Attn:
                

            
	
              10095
                Scripps Ranch Ct., Suite A

            
	
              San
                Diego, CA 92131

            
	 
	
              With
                a Copy to:

            


    

    
       

      
        	
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                  Cert Test Agreement (Amended) – May 20, 2008

              	
                Page
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          CONFIDENTIAL

           

        

      

    

    
      	
            	10.10.	
              Entire
                Agreement.
                The parties have read this Agreement and agree to be bound by its
                terms,
                and further agree that it constitutes
                the complete
                and entire Agreement of the parties and supersedes all previous and
                contemporaneous communications, oral, implied or written, and all
                other
                communications between them relating to the subject matter thereof.
                No
                representations or statements of any kind in relation to the subject
                matter hereof made by either party, which are not expressly stated
                herein,
                shall be binding on such party.

            


    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have signed this Agreement, thereunto duly authorized on the
      day
      and year above written.

     

    E-BAND
      COMMUNICATIONS CORP.

     

    By
      Saul
      Umbrasas

    Its:
      Senior Vice President, Sales and Marketing

     

    DOT
      VN,
      INC.

    


    By
      Lee
      Johnson 

    Its:
      President

     

    
      	
              E-Band-dotVN
                Cert Test Agreement (Amended) – May 20, 2008

            	
              Page
                10