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TRADEMARK LICENSE AGREEMENT

Between: A) Information about Licensor And: B) Vietnam Forest Corporation (VINAFOR), a company organized and existing under the laws of the Socialist Republic of Vietnam (hereinafter called “the Licensee”. (Detailed information about party B)

Whereas the licensor is the owner of Trademark Registration Certificate which is issued by the National Office of Industrial Property of Vietnam (“NOIP”) for the Trademark “UNION”. (the “Trademark”) for motor cycles: and

Whereas the Lisensor agrees to license the right to use in Vietnam to the Licensee.

Now, therefor both parties agree as follows:

Article 1: Grant of the license 1.1 The Licensor hereby grants to the Licensee, and the Licensee hereby accepts the license (the “License”) to use the Trademark under Certificate in the Territory. 1.2 The Licensor shall have the right to grant the license to any third party in the territory of Vietnam other than the Licensee herein.

Article 2: Object of the license The Licensee is entitled to apply the Trademark to motor cycles which are imported in CKD and/or IKD form from the Licensor then assembled and sold in Vietnam.

Article 3: Territory The License is effective in the entire territory of the Socialist Republic of Vietnam (“the Territory”).

Article 4: Term This agreement shall be invalid until termination of the contract for supplying spare parts of Union motor cycle.

Article 5: Amendment, suspension and cancellation 5.1 Upon the request of either party, the Agreement may be amended or supplemented in writing. Any amendment or supplement must be signed by the legal representatives of the both parties. 5.2 The Agreement shall be terminated in the following cases: a - Expiry of contract for supplying parts for Union motor cycles. b - The industrial property rights of the Licensor are suspended or cancelled. c - The performance of the Agreement is prevented by a force majeure events. Force majeure events include events beyond the control of the parties including, but not limited to, acts of God, strikes, riots, war and similar events.

Article 6: Obligations of the Licensor 6.1 The Licensor hereby represents that it is true and legal owner of the Trademark and the grant of the License of the Trademark shall not infringe the industrial property rights of any third party. The Licensor shall be responsible, at his own expenses, to resolve any dispute with any third party arising from the grant of the License under this Agreement. 6.2 The Licensee shall be responsible to take all necessary and appropriate measures, at his own expenses, to prosecute infringements of the Trademark by any third party. The Licensor shall have the obligation to fully cooperate with and assist the Licensee in any such matter.

Article 7: Obligations of the Licensee 7.1 The Licensee shall ensure that the quality of the Product assembled by the Licensee shall not be lower than those manufactured by the Licensor. The method to determine the quality of the Product shall be mutually agreed by the Licensor and the Licensee. 7.2 The Licensee is entitled to use the Trademark only in the Socialist republic of Vietnam. 7.3 The Licensee is not permitted to transfer the Trademark to any third party. 7.4 The Licensee shall have the obligation to identify the Licensor on the Product or... 7.5 The Licensee shall be responsible for submitting this Agreement to the NOIP for registration and paying all relevant fee within fifteen (15) days from the date of signing this Agreement.

Article 8: Dispute Resolution Any dispute, breach, controversy or claim arising out of or in connection with this Agreement shall be firstly settled amicably between two parties. If the dispute can’t be settled amicably, either party has the right to submit the dispute to international Organization foe settlement.

Article 9: Implementing Provisions 9.1 This Agreement is made on the basis of equality and voluntarism. The two parties pledge to comply strictly with the terms and conditions of the Agreement. 9.2 The Agreement shall be made in six (6) sets in English which shall be equal force. Each party shall keep three (3) sets in English.