Unassociated Document


    EXHIBIT
10.35

    


    
      	
                

            	 
      	
                

            
	
              Phường Yên
      Hòa, Cầu Giấy,

              Hà
      Nội, Việt Nam

              Tel:
      + 84.4.556-4944

              Fax:
      + 84.4.556-4955

            	 
      	
              9449
      Balboa Ave., Suite 114

              San
      Diego CA 92123, USA

              Tel:
      (858) 571-8431

              Fax:
      (858) 571-8497

            


    

    


    CONTRACT
FOR

    COOPERATION
AGREEMENT TO PROMOTE THE ‘.VN’ ccTLD

    


    
      No:
8888 / VNNIC- HI-TEK /2009

    

    


    


    Between

    VIETNAM
INTERNET NETWORK INFORMATION CENTRE

    And

     HI-TEK
MULTIMEDIA, INC.  (DBA: DOT VN, INC.)

    


    
      	
              -

            	
                    
                Pursuant to the Civil code in the
      National Assembly adopted on 14/6/2005;

              

            


    

    


    
      	
              -

            	
              Pursuant
      to The Regulation on Management and Use of Internet Resources promulgated
      with Decision No. 09/2008/QD-BTTTT on 9/12/2008 of The Minister of
      Information and Communications

            


    

    


    
      	
              -

            	
              Pursuant
      to agreements between Vietnam Internet Network Information Centre and
      HI-TEK Multimedia, Inc., (HI-Tek) on
19/3/2003

            


    

    


    
      	
              -

            	
              Pursuant
      to Cooperation Agreement to promote the ".VN" ccTLD between VNNIC and
      Hi-Tek Multimedia on 16/03/2009;

            


    

    


    
      	
              -

            	
              Pursuant
      capabilities and needs cooperation of the
  parties,

            


    

     

     

    Today,
May 25th, 2009
in Hanoi, we are:

    


    
      
        	
                Party
      A

              	
                :

              	
                      
                  Vietnam Internet Network
      Information Centre (VNNIC)

                

              
	 
      	 
      	 
      	 
      
	
                Address

              	
                :

              	
                Yen
      Hoa, Cau Giay, Hanoi

              
	 
      	 
      	 
      	 
      
	
                Tel.

              	
                :

              	
                 +84-4-5564944

              	
                Fax:   84-4-5564955

              
	 
      	 
      	 
      	 
      
	
                Account

              	
                :

              	
                5512929
      at Asian Commercial Bank in Hanoi

              
	 
      	 
      	 
      	 
      
	
                Representative

              	
                :

              	
                Mr.
      Nguyen Le Thuy

              	
                Position:   Director
      General

              
	 
      	
                 
      

              	 
      	 
      
	
                Party
      B

              	
                :

              	
                HI-TEK
      Multimedia, Inc. (dba: Dot VN, Inc.)

              
	 
      	 
      	 
      	 
      
	
                Address

              	
                :

              	
                9449
      Balboa Ave, Suite 114, San Diego, CA 92123, USA

              
	 
      	 
      	 
      	 
      
	
                Tel.

              	
                :

              	
                +1.858.571-8431

              	
                Fax:    +1.858.571-8497

              
	 
      	 
      	 
      	 
      
	
                Account

              	
                :

              	
                832-6151555
      at Wells Fargo

              
	 
      	 
      	 
      	 
      
	
                Representative

              	
                :

              	
                Mr.
      Lee. P. Johnson

              	
                Position:   President

              


      

    

    


    Together
the implementation of the terms of the contract as follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
1. Conditions

    


    
      	
              1.

            	
              Party
      A is the manager of ".VN" domain name in Vietnam.  Party A
      desires to promote the use of Internet domain name ".VN".  Party
      A guarantees that all of the content, marketing and promotion by Article 3
      of this agreement is valid, in accordance with domain name policy
      development and Internet Vietnam.

            


    

    


    
      	
              2.

            	
              Party
      B is able to provide services to develop the ccTLD ".VN" in Vietnam and
      abroad and is recognized by Party A as the domain name registrar ".VN"
      authorized to serve as worldwide ".VN" marketing agent (hereinafter referred to as
      "Marketing
      Agent”).

            


    

    


    Article
2: Scope

    


    Both
sides agree to implement programs, which promote and advertise the registration
of the ".VN" domain name through advanced
"Parking Page" technology in order to (i) increase the number of registering
".VN", (ii) reduce the number of unused domains and (iii) educate users as to
the value of domain names; simultaneously drive website visits toward relevant
content.

    


    Article
3: Content program "Parking Page"

    


    
      	
              3.1

            	
              "Parking
      Page" will, in the event that a domain name is not registered or is
      expired, direct visitors to access a default website by searching domain
      name on URL or Whois of all available or revoked ".VN" domain names that
      will allow users to easily reserve or register the ".VN" domain name as
      well as attract clicks to advertising links that match with the keywords
      relevant to the domain name.

            


    

    


    
      	
              3.2

            	
              Parking
      Page will, when users type the ".VN" domain name in URL or Whois of VNNIC
      or HI-TEK, apply the following
procedures:

            


    

    


    
      	
               
      

            	
              -

            	
              If
      the ".VN" domain name is not registered when the users type the domain
      name directly in URL, it will resolve to a Parking Page which provides the
      current unregistered status of the domain; recommendations on registration
      of the domain name and allows the visitor to register the domain name via
      the HI-TEK online payment gateway through a merchant account and will also
      feature advertising links to other websites that has the content relevant
      to the available domain name. (The tool is provided by HI-TEK in
      cooperated with foreign partners).

            


    

    


    
      	
               
      

            	
              -

            	
              If
      the customer or registrar searches the Whois directory on the VNNIC
      website   and the domain name is still available when the
      registrars, registrants or users search the ".VN" in Whois, they will be
      directed to a Parking Page which provide information on the status of the
      domain; recommendations on registration and a list of links to all
      registrars; and will also feature advertising links to other websites that
      has the content relevant to the available domain name. (The tool is
      provided by HI-TEK in cooperated with foreign
  partners).

            


    

    


    
      	
               
      

            	
              -

            	
              All
      the advertising links will ensure that all the advertising contents do not
      violate traditions and customs, or political
  policies.

            


    

    


    Article
4: Responsibility and commitment of the parties

    


    
      	
              4.1

            	
              Party
      A’s Responsibility and Commitment

            


    

    


    
      	
               
      

            	
              -

            	
              Co-operation
      and implementation deployment of positive program and a commitment to put
      into operation the cooperation upon signing this agreement to increase the
      number of ".VN" registration in the world and attract the domain name
      customer register and renewal of domain name, as well as the
      implementation of broadcast
programs.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              -

            	
              Support
      the Party B extensive market and advertise this program in country and
      abroad.

            


    

    


    
      	
               
      

            	
              -

            	
              Support
      and implementation of technical issues, in collaboration with HI-TEK, and
      foreign partners of HI-TEK to establish and implement the technical issues
      related guarantee program is operated stable, safety, security, and
      achieve continuous performance.

            


    

    


    
      	
               
      

            	
              -

            	
              VNNIC
      is not responsible for the investment cost to implement the
      program.

            


    

    


    
      	
               
      

            	
              -

            	
              Specify
      that Party B is the only partner allowed to implement and promote this
      program “Parking Page”, create links connected to tools for “Domain
      Registrations”, “Domain Appraisals” and “Smart Search Engine” for ccTLD
      ".VN" in the world.

            


    

    


    
      	
              4.2

            	
              Party
      B’s Responsibility and Commitment

            


    

    


    
      	
               
      

            	
              -

            	
              Provide
      tools and advanced technology, software technology to operate effectively
      the “Domain Registrations", "Domain Appraisals" and "Smart Search Engine"
      for the ccTLD ".VN" in the world.

            


    

    


    
      	
               
      

            	
              -

            	
              Host
      and provide financial investment, infrastructure, administration for
      project implementation to provide all services in the "Parking Page" upon
      signing this agreement

            


    

    


    
      	
               
      

            	
              -

            	
              Host
      and provide investment cost of the entire implementation of marketing,
      promotion, community education on the value of ccTLD ".VN" but not limited
      to the registration of new domain name, encouraged to ensure renewed
      domain, activities in a continuous, stable, safe, proper purpose, which
      focus on developing strong market in
Vietnam

            


    

    


    
      	
               
      

            	
              -

            	
              Co-operation
      and build scaled programs promoting and marketing of the first level in
      the implementation of the promotion and development of domain, in both
      quality and quantity with oversea partners such as Yahoo!, Google, Sedo,
      NameDrive, Oversee, eNom, Key Systems and others having the
      capacity.

            


    

    


    
      	
               
      

            	
              -

            	
              Application
      tools for e-commerce to allow registration and payment of domain. " VN"
      online at the "Parking Page" of
HI-TEK.

            


    

    


    
      	
               
      

            	
              -

            	
              Host
      and implementation of technical issues, in collaboration with VNNIC and
      foreign partners of HI-TEK to establish and implement the technical issues
      involved.

            


    

    


    
      Article
5: The implementation

    

    


    VNNIC and
Hi-Tek agree as to the details of the terms of this contract between the parties
and shall adhere to the anticipated procedures as follows:

    


    
      	
              5.1

            	
              Party
      A support and cooperation for the implementation by Party B to
      successfully implement the "Parking Page" to the end of
      2010.  Then, the two sides will assess the participants as well
      as the effectiveness of the "Parking Page" and discuss the project
      business.

            


    

    


    
      	
              5.2

            	
              During
      the deployment, both sides committ to communciate, to provide
      comprehensive information to each other fully and timely issues related to
      the cooperation agreement, manage and propose the content and methods of
      cooperation, in full compliance with the law on the ccTLD
      ".VN".

            


    

    


    
      	
              5.3

            	
              The
      two sides agree to share all information and a commitment to
      responsibility to protect all confidential information relating to
      research and business development programs and ensure that this
      information is safe, secure, and will not disclose information to any
      other party except as specifically agreed in writing by the non disclosing
      party.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              5.4

            	
              When
      problems arise, the relevant business unit of each side which manages the
      particular function will coordinate an internal review of the
      process.  For problems arising that exceed the units’ authority
      and require more coordination and support of other business units, the
      business units will report to the higher management of each Party to
      consider solutions.

            


    

    


    Article
6: Effective

    


    
      	
              6.1

            	
              Cooperation
      agreement is effective from the date of
signing.

            


    

    


    
      	
              6.2

            	
              Both
      parties committed to proper implementation of the terms of the Agreement
      and do not have authority to unilaterally change the content or transfer
      this agreement.  During the implementation, if any problems or
      concerns, both sides will negotiate in good faith toward a
      resolution.

            


    

    


    
      	
              6.3

            	
              The
      contract will be terminated if serious violations of the law on the ccTLD
      ".VN" which the authority required and has not resolved within 30 days of
      receipt of said notice.

            


    

    


    The
Cooperation agreement consists of 6 sections, 4 pages, was prepared in 04
copies, each with the same value, each party holding 02 copies

     

    


    
      	
              PARTY
      A’s  REPRENTATIVE

              Director
      General

            	 
      	
              PARTY
      B’s REPRENTATIVE

              President

            
	
               

               

              /s/ Nguyen Le
      Thuy

               

              Nguyễn
      Lê Thúy

            	 
      	
               

               

              /s/
      Lee Johnson

               

              Lee
      P. Johnson

            


    

    


    
      
        
        

      

      
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