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CONSULTANCY SERVICE AGREEMENT This Consultancy Service Agreement (the “Agreement”) is made on ____ September 2006 by and between

: 1. Head Office: Hanoi Representative Office: Tel: Fax: Represented by: Position:

____________ ____________ ____________ ____________

(hereinafter referred to as “Party A”) and 2. Head Office: Telephone: Fax: Represented by: Position: (hereinafter referred to as “Party B”) WHEREAS: (1) (2) Party A desires to engage Party B as its consultant to assist Party A in registering the trademark in Vietnam; and Party B, a Vietnamese consulting and law firm is licensed and qualified to render services as requested by Party A.

NOW, THEREFORE, the parties hereto agree to enter into this Agreement with the following terms and conditions: Article 1. Responsibilities of Party B

In this Agreement, Party B shall assist Party A in the following works: 1.1 Conducting a trademark search for the possibility of Party A’s trademark registration by the trademark database of Vietnam. Subject to instruction of Party A, Party B shall carry out either (Please tick “Ö” in the below box to choose your option): Conducting normal official search; or Conducting urgent official search. Filling application for trademark registration:
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(i) (ii) 2.2

Subject to the search result, if Party A’s trademark is registrable, Party B shall assist Party A in following works: (i) (ii) Advising on legal issues and procedures in relation to registering Party A’s trademark in Vietnam; Drafting, reviewing and completing necessary application dossier with the contents and format in conformity with the requirement of Vietnamese authorities; The application dossier shall include: An application for registering trademark; Twenty (20) samples of trademark in black and white; List of goods/services covering the trademark; and A notarized Power of Attorney (PoA) executed by Party A in favor of Party B.

Note: The PoA must be notarized by Public Notary at the location of the registered head office of Party A. (iii) (iv) (v) Submitting the application dossier for registering trademark to the National Office of Intellectual Property of Vietnam (“NOIP”). Explaining and supplementing to application dossier for registering trademark if required by NOIP; and Obtaining the Certificate of Trademark Registration from NOIP. Responsibilities of Party A

Article 2.

To enable Party B to carry out the works as mentioned in Article 1 above, Party A shall be responsible to fulfill the following works: 2.1 To provide all necessary information, materials, support documents (if required) for the purpose of enabling Party B to fulfill its responsibility (including but not limited to samples of the trademark in black and white with the size 8 x 8 cm; list of goods/services covering the trademark); To sign and/or arrange to sign PoA and all necessary documents in relation to the aforesaid works as required by Party B; To make payment to Party B in accordance with Article 4 herein. Timing

2.2 2.3

Article 3. 3.1 (i)

The estimated time for Party B complete the works mentioned in Article 1.1 above shall be: Around 15 (fifteen) working days from the signing date of this Agreement for work mentioned in Article 1.1(i); or
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(ii) 3.2

Around 10 (ten) working days from the signing date of this Agreement for work mentioned in Article 1.1(ii); The estimated time for Party B complete the works mentioned in Article 1.2 above shall be around 12 months from the signing date of this Agreement. Service fees and mode of payment

Article 4. 4.1

Service fee for the works mentioned in Article 1.1(i) above shall be US$ 180 (One hundred and eighty United States Dollars)/ mark per each class, payable by Party A to Party B within 10 (ten) days from date of Party B’s delivery of search result to Party A; Service fee for the works mentioned in Article 1.1(ii) above shall be US$ 200 (Two hundred United States Dollars)/ mark per each class, payable by Party A to Party B within 10 (ten) days from date of Party B’s delivery of search result to Party A; Service fee for works mentioned in Article 1.2 above shall be US$ 360 (Three hundred and sixty United States Dollars)/ mark per one class of product/service. For registration of trademark for more than one class of product/service, the service fee for each following class of product/service counting from the second one shall be US$ 160 (One hundred and sixty United States Dollars). This service fee shall be paid by Party A to Party B within 10 (ten) days from the date of filling application dossier to NOIP. The above service fees shall exclude 10%VAT, government official fees and charges, translation fee and any other out-of-pocket expenses as required by the works (if any). The payment of the above service fees shall be made by either cash or T/T to the accounts as designated by Party B from time to time. Party B shall be responsible for delivering official invoices in accordance with the above service fees to Party A Confidentiality

4.2

4.3

4.4

4.5

Article 5.

All communications, information, documents and agreements between Party A and Party B are deemed to be of proprietary nature and are to be kept in strict confidence unless that will be disclosed to a third party upon prior written approval of the other Party herein. Article 6. 6.1 6.2 6.3 Validity, Amendment and Termination of Agreement

This Agreement shall take effect from the date of signing; This Agreement could be amended by the both parties. Every amendment has to be made in writing. This Agreement shall be terminated in the following cases: (i) Parties have fulfilled their responsibilities as described in this Agreement; or (ii) Parties agree with each other to terminate this Agreement in writing and in this case, both Parties shall agree upon time and conditions of the termination;

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Article 7.

Counterparts

This Agreement is made in 02 (two) original copies in English and all copies are equally authentic. Each party shall keep 01 (one) copy. IN WITNESS WHEREOF, the parties hereto sign on this Agreement on the date first written above. FOR AND ON BEHALF OF PARTY A FOR AND ON BEHALF OF PARTY B

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