Unassociated Document


    
      Exhibit
        10.28


      SOCIALIST
        REPUBLIC OF VIETNAM

      Independence
        - Freedom - Happiness 

      
        

      

      


      CONTRACT
        FOR LEASING OFFICE

      No.:
        08/2008/HDTVP


       

      Pursuant
        to the Civil Code No.33/2005/QH11 passed by the 11th National Assembly of
        the Socialist Republic of Vietnam, Section 7 in June 14th,
        2005.


       

      Pursuant
        to the Commercial Law No.36/2005/QH11 passed by the 11th National Assembly
        of
        the Socialist Republic of Vietnam, Section 7 in June 14th,
        2005.

       

      Pursuant
        to the Decision No. 9885/QD-UBND dated December 13th,
        2007
        from The People’s Committee of Da Nang City on establishing Da Nang Information
        and Communication Technology Infrastructure Development Center.

       

      Pursuant
        to the
        Investment Licence No. 322043000100
        issued
        by Danang Industrial and Export Processing Zone Authority, certified at first
        on
        August 20th,
        2008.

       

      Based
        on
        the Offer to lease of DOT VN Company Limited (in Danang) signed on September
        18th,
        2008.

       

      Today,
        dated on November 17th,
        2008 at
        the Office of Da Nang Information and Communication Technology Infrastructure
        Development Center, we sign the Contract for leasing office at Software Park
        Tower with the following contents: 

       

      I/
        THE
        LESSOR:
        (PARTY A herein)

       

      DA
        NANG INFORMATION AND COMMUNICATION TECHNOLOGY INFRASTRUCTURE DEVELOPMENT
        CENTER

       

      
        
          	Representative :	Mr. Nguyen
                  Quang Thanh 	Position : Director 
	 	Mr. Vo
                  Ngoc Son 	Position : Accountant 
	Head office :
                  	No.2 Quang Trung, Hai
                  Chau
                  District, Da Nang City, Viet Nam 
	Telephone :	 	- Fax: 
	Tax code :	 	 
	Account No. :
                  	 	 


        

      

       

      II/
        THE
        LESSEE:
        (PARTY B herein)

       

      DOT
        VN COMPANY LIMITED

       

      
        	Representative :
                	Mr. Phuoc
                Lee Johnson  	Position : Chief Executive Officer
                
	Position  :
                	General Director	Position : Accountant 
	Head office  :
                	Slot 47, Danang Industrial
                Zone,
                Son Tra Dist, Danang, Vietnam.
	Telephone : 	 	Fax:
	Tax code  :	 	 
	Account No. :	 	 
	Passport No : 	Date of issue: 	Place of issue:
	Cellphone : 	 	Email: 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        10.28

       

      CONTENT
        OF THE CONTRACT

       

      Article
        1:
        Area, Position and Duration of leasing

       

      1.1.
        Area
        of leasing: Party A rents office ground out to Party B with an area of
95m2,
        position E,
        floor
9
        of the
        Software Park Tower - 02 Quang Trung, Hai Chau District, Da Nang City.


       

      1.2.
        Duration
        of leasing : 02 (two) years (as
        from 01/01/2009 to 31/12/2010)

       

      Article
        2:
        Purpose
        of leasing office and Operation field 

       

      -
        Purpose
        of leasing office : Operate project office to build Internet Data Center
        (IDC),
        Information and Communication Technology transaction. 

      -
        Operation field : Information and Communication Technology & Internet and
specific
        fields registered in the Investment Licence. 

       

      Article
        3:
        Price of leasing office and Payment method 

       

      3.1.
        Price of leasing office : 15.50
        USD/m2/a
        month
        (not included VAT) 

       

      (In
        words : Fifteen US dollars and fifty cent per square meter per a month)


       

      Price
        of
        leasing office is inclusive of the contents indicated at Item 1.2 - Article
        1
        and Item
        5.3
        - Article 5 of the contract.

       

      3.2.
        Payment method: 

       

      -
        Payment
        period: Payment is made by once three months within 30
        (thirty)
        first days of its payment period which is applied during leasing time.


       

      -
        Payment
        method: Party B makes payment of Vietnam dong for Party A in cash or by transfer
        according to sale price at Joint Stock Commercial Bank for Foreign Trade
        of Viet
        Nam - Da Nang Branch at the payment time.

       

      -
        Beneficiary unit: 

       

      Da
        Nang Information and Communication Technology Infrastructure Development
        Center

      


      Head
        office : No.2 Quang Trung, Hai Chau, Da Nang City - Viet Nam 

      


      Account
        No.: 

       

      3.3.
        Office leasing money is as from January
        01st,
        2009. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      Exhibit
        10.28

       

      3.4.
        Periodic payment value: 

       

      -
        Value
        without tax for 03 months:

       

      
        	 	95 m2
                x
                15.50 USD/ m2/
                month x 03 months 	= 4,417.50
                USD
	 	-
                VAT (
                10%): 4,417.5 
                USD x 10% 	=
                 441.75
                USD
	 	Total of payment value for 03
                months  	= 4,859.25
                USD 


      

       

      (
        In
        words: Four thousand, eight hundred fifty-nine and twenty-five
        cent./.)

       

      The
        total
        of periodic payment value of the Contract for every three
        (03)
        months depends on the time of payment. 

       

      Article
        4:
        Deposit 

       

      Party
        B
        leaves a deposit to Party A equivalent to 02
        (two)
        month-leasing money (not including VAT) in cash or by transfer . In case
        of Viet
        Nam dong deposit USD rate is counted by sale price at Joint Stock Commercial
        Bank for Foreign Trade of Viet Nam - Da Nang Branch at deposit
        time.

       

      -
        Total
        of deposit: 

       

      15.50
        USD
        x 95 m2
        x
        02
        months = 2,945
        USD

       

        (In
        words : Two thousand, nine hundred and fourty-five US
        dollar./.)

       

      -
        Equivalent to Viet Nam dong : 49,602,635
        VND 

       

        (In
        words : Fourty-nine million, six hundred and two thousand and six hundred
        and
        thirty-five Viet Nam dong./.) )

       

      Foreign
        Exchange Rate is 16,843
        VND/1USD
        on
        05/11/2008.

       

      Article
        5:
        Responsibilities and obligations of Party A 

       

      5.1.
        Handing over ground of leased office according to its area indicated at Item
        1.1-Article 1 of the contract and equipments and technical material facilities
        installed according to party B’ leased area (Report on handing over
        premises/property).

       

      5.2.
        Ensuring that Party B has right to use leased area.

       

      5.3.
        Ensuring to provide with full utilities and services are
        included
        in
        leasing price following: 

      -
        Equipments is installed including: electricity, air-conditioner, loudspeaker,
        fire fighting and prevention.

      -
        Ensuring to provide lighting in the Tower 24/24h exclude force majeure such
        as:
        flood, earthquake, uprising,.....

      -
        Ensuring lighting for the whole public area.

      -
        Maintaining system of lighting and air-condition at the leased area.

      -
        Ensuring to supply electricity used for air-conditioner at leasing ground
        in the
        working time in according with the Tower’s regulations. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Exhibit
        10.28

       

      -
        Installing electricity meter at regulated places.

      -
        Installing socket of telephone and internet according to the Tower’s design and
        activating by the customer’s requirement. 

      -
        Ensuring elevator operation for serving customers.

      -
        Running
        water of WC.

      -
        Keeping
        hygiene at the public area. 

      -
        Repairing, maintaining periodically for ensuring aesthetic of the Tower and
        safety of Party B. Party B will be given a notice in writing before maintaining
        to minimize inconveniences for Party B. 

      -
        Ensuring security 24/24h, 7days/week at the public area. 

      -
        Ensuring and providing fully free for guarding vehicle for customer of Party
        B.

      -
        Free
        guard for number of motorcycles : 06
        (six)
        motorcycles 

       

      5.4.
        Utilities and services are
        not included
        in
        leasing price following:

      -
        Electricity fee used by the lessee at leased area.

      -
        Telephone cost 

      -
        Hygiene
        service at leased ground 

      -
        Internet cost 

      -
        Fee for
        guarding vehicles and insurance hat (exclude free guard for motocycles)


      +
        For
        Motorbike: 03 USD/parking bay/a month 

      +
        For
        Car 
        :
        35USD/parking lot/a month 

       (The
        above prices do not include 10% of VAT) 

      -
        Fee for
        extra-time

      -The
        other service: according to agreement (translation, secretary, administration
        service, etc).

       

      5.5.
        Having resposibility for buying insurance during using the Tower according
        to
        law regulations.

       

      Article
        6:
        Responsibilities and obligations of Party B 

       

      6.1.
        Payment for leasing office is made fully and on schedule as Article 3 of
        the
        Contract. In case of late payment Party B must make payment of interest counted
        in some money of late payment according to interest rate of overdue debt
        stated
        by the Joint Stock Commercial Bank for Foreign Trade of Viet Nam - Da Nang
        Branch at the payment time correlative to the time of late payment . The
        time of
        late payment is not exceed by 15
        (fifteen) days as from the last day of payment obligation. 

       

      6.2.
        Making payment of monthly service expenses such as: lighting, telephone,
        fee for
        working extra-time,etc used by Party B.

       

      6.3.
        Using the leased office with right purpose and operation field at Article
        2 of
        the Contract. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

        Exhibit
          10.28

         

      

      6.4.
        Preservation of the interior things, equipments and technical material
        facilities equipped and installed at the leased area. Cost of repairing damage
        of equipments equipped at the leased area is paid by Party B. 

       

      6.5.
        Executing regulations and rules of the Tower fully (enclosing Appendix
        1)

       

      6.6.
        Fully executing laws of Socialist Republic of Viet Nam State.

       

      6.7.
        Not
        allowed to transfer, sublet a part or the whole leased area to any
        partner.

       

      6.8.
        Party B has right to extend the contract of which is informed Party A in
        writing. 

       

      Article
        7:
        Validity of the Contract 

       

      The
        Contract for leasing office will be not valid in some following
        cases:

       

      7.1
        Expiration date of leasing office according to regulations at Item 1.2 of
        Article 1 of the contract without agreement of Party B on extending the contract
        or to make a new contract. 

       

      7.2
        Party
        A unilaterally terminates the contract when Party B violates one of the items
        and articles of the contract such as: Article 2; Item 6.1, 6.3, 6.6 and 6.7
        of
        Article 6; Item 8.2, 8.7, 8.11 of Article 8 of the contract.

       

      In
        case
        of violating Item 7.2 of Article 7, Party A
        can not
        compensate for damages
        according to the signed contract (if any) who does not refund deposit to
        Party
        B. 

       

      Article
        8:
        The common provisions 

       

      8.1.
        Two
        Parties undertake to carry out items and articles of the contract on
        co-operated, respected mind with mutual understanding. Any amendment or
        supplementation of the contract (if any) have to be agreed by two Parties
        in
        writing.

       

      In
        the
        case of not carrying out commitment or either party unilaterally terminates
        the
        contract it results in a penalty of 05%
        (five
        percent) of the contract’s value total (The contract’value total is 35,340
        USD not
        including 10% VAT)

       

      8.2.
        Both
        Parties agree to extend the contract which is signed in writing when the
        contract is valid prior to 60
        (sixty)
        days, of which renewed price of leasing is adjusted by the market and does
        not
        exceed by 10%
        (ten
        percent) of this Contract’ price of leasing.

       

      8.3.
        Electricity fee is counted basing on electricity meter adding to 5%
        (five
        percent) of the line loss together with unit price of service business from
        Da
        Nang Electric Power at the payment time.

       

      8.4.
        Party A will refund deposit to Party B when: 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

        Exhibit
          10.28

         

      

      -
        The
        Contract for leasing office expires when two Parties carry out to sign Report
        on
        handing over premises/property who agree to liquidate to contract. 

       

      -
        Party B
        makes full payment for costs and service which Party B uses during the leasing
        time. 

       

      Party
        A
        refunds a deposit within 10 days as from its responsibility and obligation
        of
        finance is finished by Party B and
        Party
        B will be enjoyed demand interest rate. 

       

      8.5.
        Working time of the Tower : 

       

      a.
        From
        Monday to Friday :
        7 a.m
        to 18 p.m 

      b.
        Saturday Morning  :
        7 a.m
        to 12 a.m 

       

      8.6.
        In
        the event that Party B has demand to work extra-time, he has to make
        registration at reception counter before 60
        (sixty)
        minutes and cost for extra-time has to be paid. 

       

      -
        Fee for
        extra-time working : 04
        USD/an
        hour 

       

      8.7.
        Party B’s installation of information and telecommunications equipments such as:
        telephone exchange, recording station, broadcasting, walkie-talkie has to
        gain
        party A’s agreement. 

       

      In
        the
        event that Party B wants to install equipments and repair or renew the interior
        things Party B has to give notice to Party A in writing with the relevant
        contents: drawing, installation places, execution plan. Part A will consider
        and
        give agreement to Party B for knowing in advance in writing on the execution.
        

       

      8.8.
        In
        the event that either party wants to terminate the contract before the signed
        duration (after 12 months of operation) its notice needs to be given to other
        party prior to 03
        (three)
        months in writing. The time will be counted as from receiving its
        writing.

       

      8.9
        In
        case of the damage of equipments and properties in Party B's leased area
        and
        other areas (if any) that is defined by electricity, fire and concluded by
        Party
        B, the concerned damages will be compensated by Party B. 

       

      In
        case
        of the damage of equipments and properties in Party B's leased area that
        is
        defined by electricity, fire and concluded by outside factor (exclude Party
        B),
        the concerned damages will be compensated by Party A or insurance company
        .


       

      8.10.
        In
        the case of dispute or either party’s violation of the contract two Parties will
        negotiate and reconcile in writing on the equal and profitable mind for dispute
        resolution. 

       

      If
        two
        Parties can not settle each other the dispute will be leaded to Court of
        Economics in Da Nang City for resolution. Decision of the Court is the highest
        legal one which is valid for two parties’ execution. 

       

      8.11.
        The
        Contract has
        not
        pledge and mortgage value.

       

      The
        Contract is written in Vietnamese and in English, agreed and approved by
        two
        Parties which is made into 08
        (eight)
        copies. Each Party keeps 04
        (four)
        copies with equally legal value.

       

      
        	
                THE
                  REPRESENTATIVE OF LESSEE

                (Signature
                  and seal)

                 

                 

                /s/
                  Lee Johnson

              	
                THE
                  REPRESENTATIVE OF LESSOR

                (Signature
                  and seal)

                 

                 

                /s/
                  Nguyen Quang Thanh