THE SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

HOUSE LEASE

Today April ___, 2005, we, the undersigned:

Party A:          Landlord

Full name:                   [           ]                      Tel: [           ]

ID card:                       [           ]                      Issued on [           ] at [           ]

Permanent residence: [           ]

is the owner of house No. [           ] Block, Phu My Hung, Tan Phong Ward, District 7, Ho Chi Minh City

Party B:          Tenant

Full name:

Nationality:

Passport No.:              [           ], issued on [           ]

Working at:                 [           ]

The two parties have agreed to sign the lease contract with the following terms and conditions:

ARTICLE 1: CONTENT

-       Party A agrees to lease to Party B house No.: [           ] Block, Phu My Hung, Tan Phong Ward, District 7, Ho Chi Minh City.

-       Lease purpose: for accommodation of [           ] people.

-       The equipment and facilities in the house (see the enclosed handover minutes between the two parties).

ARTICLE 2: RENT TIME

-       [           ] years (         ), from [           ] to [           ].

ARTICLE 3: RENT FEE

-       The rent does not include utilities expenses for electricity, water, telephone, cleaning services, management fee, monthly cable TV and taxes.  These expenses shall be paid by Party B according to the invoices from agencies concerned.

Method of payment

-       In cash

-       Deposit: USD [           ] upon signature of this House Lease.

-       Payment on ___________: USD[           ].  Thereafter, rent of USD [           ] shall be paid periodically by Party B every months.

-       Party A shall return to the Deposit when the House Lease is terminated.  If Party B reduces the rent time (as agreed in Article 2), it shall lose the deposit.

ARTICLE 4: THE TWO PARTIES AGREED TO DEFINE THEIR RESPONSIBILITIES AS FOLLOWS:

4.1       Landlord (Party A)’s responsibilities:

-       To hand over the house, its equipment and facilities to Party B right on the valid day of the lease according to the transition minutes.

-       To guarantee Party B’s right using the house entirely and separately.

-       To repair in time damages.

-       To compensate every property and health damage caused to Party B by collapse for lack of timely repair.

-       To be responsible for instructing Party B to abide by the stipulations noted in the statue of the block of houses and in the contract No.: [           ] dated [           ] signed by Phu My Hung and [           ] (Party A).

-       To be responsible for constructing Party B to abide by the stipulations on registration for provision residence or absence to the authorities.

-       To ensure that rent time is [           ] years (except for a force majeure), if Party A acts in violation, it shall be fined USD[           ].

4.2       Tenant (Party B)’s responsibilities:

-       To pay rental fee in time.  If its payment is 10 days slow-after the last day of liquidation as agreed in Article 3, Party B shall be fined 0.2% of the rent for each slow-payment day.  If its payment is 20 days slow after the last day of liquidation as agreed in the Article 3, Party A have the right to finish the house lease, and Party B shall have no right to claim any expenditure refund.

-       To use the house for the right rent purpose.  When necessary to repair or reform for the demand of use, there must be Party A’s agreement and Party B shall abode by the stipulations of basic construction.

-       To be responsible for damages or losses equipment inside, personal belongings of the block of houses and in the contract No. [           ] dated [           ] signed by Phu My Hung Co. and Party A (copies and enclosed).  To be responsible for registration for provisional residence or absence with agencies concerned.  To implement the stipulations on fire protection and fire fighting.  To be forbidden to allow any more people to live in the house except for those permitted in article.

ARTICLE 5:  THE TWO PARTIES UNDERTAKE

-       To properly implement the terms specified in the lease.

-       If there is any dispute arising from or in connection with this Agreement, the two parties shall try to resolve the issues by amicable solutions. In case, the Parties fail to resolve by amicable solutions, the disputes .  If they cannot agreed with each other, they shall ask the authorities to solve the problem.

ARTICLE 6: TERMINATION

-       Expiry.

-       The house is destroyed according to the authorities’ decision.

-       Party B’s payment is 20 days slow as agreed in Article 4.2.

-       Party B transfer the lease or rent the house again if its own accord.  The lease is set up in 04 copies of the same value.  Each party shall keep two (English, Vietnamese).