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HOUSE LEASE

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					                                                      HOUSE LEASE
                                                                    
                                                           No.______/XNN/2006
                             This House lease is signed on the . . . . . . . of . . . . . . . . . 2006
                                           in Ho Chi Minh City, Vietnam.

                                                                   BETWEEN

                                                                THE LESSOR
   Mr/Ms. . . . . . . . . . . . . .
   - Birthdate      :......................
   - ID Card        :......................
   - Telephone : . . . . . . . . . . . . . . . . . . . . . .
   - Address        :......................

                                                                        AND
                                                                THE LESSEE
   . . . . . . . . . . . . . . . . . . . . . . . , which has been granted a Permit . . . . . . . . . . . . . . . . . . . . . . . . .
   No. . . . . . . . . . . . . issued by . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on . . . . . . . . . . . . , . . . . . .
   Head Office's address : ....................................................................................................................
   Represented by:
   Mr./ Ms.        : ................................................................ Date of birth : ......................................
   Position        : ................................................................................................................................
   Passport        : ................................................................................................................................
   Issued on       : ................................................................ At : ..................................................
   Procuration No. : ................................................................ Date : ..................................................
   E-mail          : ................................................................................................................................
   Telephone       : ................................................................ Fax : ..................................................
   Account No. : ................................................................ At : ..................................................
   Tax code No. : ................................................................

       BOTH SIDES HAVE AGREED TO ENTER INTO A HOUSE LEASE CONTRACT under the
                            following terms and conditions:


                                         I-HOUSE FOR RENT - TERM - RENTAL

   The rented house: The house No. . . . . . . . . St., Ward . . . , District . . . . , Ho Chi Minh City

1- Purpose for using: The rented house will be used as an office / as a residence for . . . persons.
   - The rented area consisting of:                         - Main area:                           . . . . . . . m2
                                                            - Sub. area:                           . . . . . . . m2
                                                            - Garden/Yard area:                    . . . . . . . m2
 - Facilities and equipment provided by the LESSOR and used by the LESSEE will be listed in the
   Minutes of handing over the house.

2- The house, electricity and water supply systems will be handed over to the LESSEE in their
   existing conditions.



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3- Duration of the lease commences on . . . . . . . . . . . . . , . . . . . and expires on . . . . . . . . . . . . , . . .

4- (a) The rent is:           USD . . . . . . . . . per month (US Dollars . . . . . . . . . . . . . . . . only).
   The above said rent is the payable price of the house leasing service including all taxes
   concerning house leasing but not covering charges for using electricity, water supply, telephone,
   rubbish collection... These charges shall be paid by the LESSEE according to the consumption.
   The LESSEE will sign separate contracts for using telephone and utilities.
   (b) The unit price for the rented area is:
                               - For the main area:                           . . . . . . USD/ m2
                               - For the sub. area:                           . . . . . . USD/ m2
                               - For the garden/yard area:                    . . . . . . USD/ m2

5- The rent stated in Article I.4 is fixed until . . . . . . . . . . . . , . . . . . .

                                                 II- PAYMENT MODE

1- . . . . . . . . . . . months' rent will be paid by the LESSEE regularly once every . . . . . . . months
   within the first 10 days of the said payment terms.

2- The LESSEE makes a deposit of USD . . . . . . . (US Dollars . . . . . . . . . . . . . . only) to the
   LESSOR before the commencing of the House Lease.
   (a) In case the House Lease is terminated before . . . . . . . . . . . . . . . . by the LESSEE, the
   LESSOR will not refund to the LESSEE the above-mentioned deposit and the LESSEE has paid
   off all the charges for using electricity, water supply and telephone... or payment for repairing
   damages to the house caused by the LESSEE (if any) right after the House Lease is terminated.
   (b) In case the House Lease is terminated on or after . . . . . . . . . . . . . . . , the LESSOR will
   refund the above-mentioned deposit to the LESSEE right after the LESSEE has paid off all the
   charges for using electricity, water supply and telephone... or payment for repairing damages to
   the house caused by the LESSEE (if any).


                                  III- RESPONSIBILITIES OF THE LESSOR
1- To hand the house and facilities over to the LESSEE on date of validity of the House Lease.
2- To ensure the LESSEE 's right to occupy the house fully and separately.
3- To repair in time all the damages related to the construction structure of the house (such as
   leakage, floor, foundation, walls) after being informed in writing by the LESSEE.

4- To buy fire insurance for the house.


                                   IV- RESPONSIBILITIES OF THE LESSEE

1- To pay the rent when due. If it is done after the date as agreed and provided in Article II.2, an
   additional 0,2% charge will be incurred by the LESSEE for each day of delay counting on the
   rents payable in that payment period. If payment is delayed until 15 days after the last agreed
   payment date stated in Article II.2, the LESSOR reserves the right to terminate the House Lease
   contract and the LESSEE does not have the right to ask for any compensation.




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2- (a) To use the covenanted house in compliance with the above said purposes. Whenever the
   LESSEE wishes to repair or renovate the house for his purposes, he must receive the LESSOR's
   consent and let the work be done in accordance with the regulations on construction.
   (b) When the contract expires or the house is returned, the LESSEE has the responsibility to
   hand over to the LESSOR the house with its existing constructions and installation, including
   additional repairs, renovations and fixtures, additionally installed or changed by the LESSEE
   (such as lavabo, lavatory, bath-tub...), without asking for any compensation spent on these
   works. Except for normal wear and tear, the house and equipment must be in normal state of use
   and intactness. Mobile equipment additionally installed by the LESSEE (such as air-
   conditioners, water-heaters, and the likes) will belong to the LESSEE's ownership and be at its
   disposal.

3- To bear all costs for repairing damages to the house (excepting damages mentioned in Article
   III.3) and to the electricity, water supply and sewerage systems and the equipment installed in
   the house by the LESSEE during the tenure of the Lease.

4- To take all responsibilities for loss of facilities, furnitures, personal property and be responsible
   for damages caused to Third-parties during the time of his occupation.

5- To buy insurance policy for the LESSEE 's property (if it’s nescessary).

6- To abide by all regulations and rules on environmental hygiene, public order and security and to
   implement internal regulations on fire prevention and fire fighting.

7- To be responsible for observing all regulations and rules defined by Vietnamese laws on
   registration of office / of provisional stay or temporary absence with the concerned agencies.

8- To be responsible for signing separate contracts for using electricity, water, telephone and
   utilities with the relevant companies and settling up all charges for using telephone and utilities
   during the renting period at the prices in Ho Chi Minh city.
9- (a) Not to sublet the house.
   (b) In case the LESSEE wishes to terminate the House Lease before the due time, the LESSEE
   must inform the LESSOR in writing at least 01 month in advance and shall not ask for refund of
   the unused portion of the advance rents. If the LESSEE informs the LESSOR less than 01
   month in advance, the LESSEE has to pay 01 month 's rent counting from the date the LESSOR
   receives the LESSEE 's written notice of this termination.

                   V- PROVISION ON HOUSE MAINTENANCE AND REPAIR

   If there is a need to do the maintenance or repair work, the LESSOR must inform the LESSEE in
   writing in advance and the latter must create favorable conditions to enable the LESSOR to carry
   out the work mentioned above. If the LESSEE hinders the repair thus endangering the safety of
   the house on rent, then the LESSEE must bear the cost arising from the consequences.

                                    VI- GENERAL PROVISIONS

1- Two parties undertake to implement fully and correctly the signed contract. All changes and
   additions to this lease must be agreed upon in writing by both parties.

2- On the issuance of any legislations by a competent authority concerning house leasing, rental
   price etc., this House Lease will be adjusted in accordance with the Vietnamese laws and
   regulations and relating legal documents issued by competent authorities.


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3- The contract is terminated in the following cases:
           (a) On expiration of the contract.
           (b) The rented house is burned out (not caused by negligence of the LESSEE), has to be
               demolished or it has to be transferred to another ownership according to the decision
               of the competent authorities. In this case, the LESSOR will refund the deposit and
               the unused portion of the advance rents to the LESSEE.
           (c) The LESSEE fails to pay rent when due as provided in articles II.2 and IV.1.
           (d) The LESSEE sublets the house.
           (e) The LESSEE is expelled or its permit for operation in Ho Chi Minh City is revoked.
           (f) The LESSEE breaches Article IV.2 (a).
           (g) Upon the proposal made by either party and agreed with by the other one.
           (h) In accordance with Article IV.9(b).

4- In case there is any dispute or in case of breach of the contract by either party, the matter will be
   settled through reconciliation and negotiation. If solution is not found, the matter will be referred
   to Ho Chi Minh City’s People’s Court and its settlement will be final.

5- This House Lease is made in 06 copies, 03 in Vietnamese and 03 in English having equal
   validity. 02 copies in each language will be retained by the LESSEE and the other 04 copies by
   the LESSOR.

6- Upon the expiration of the contract, in case one of the parties wishes to extend it or sign a new
   one, he must inform the other party in writing at least 01 month in advance.

7- This House Lease comes into force from the signing date.

      THE LESSOR                                                    THE LESSEE
   (Signature and seal)                                         (Signature and seal)




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