COMMISSION AGREEMENT

This COMMISSION AGREEMENT (the Agreement) is made and entered into as of May XX, 2012, by and between: 1. STX CORPORATION, a South Korean company, having its registered office at 93-3 Jungang-dong, Seongsan-gu, Changwon-si, Gyeongsangnam-do, the Republic of Korea (STX); and 2. (name), (nationality), (address) (An Phat). STX and An Phat hereinafter are individually referred to as a Party and jointly as the Parties. RECITALS: (a) STX wishes to receive business-related consultancy in connection and relating to the Project. (b) An Phat has the skills, qualifications and expertise in providing business, project management, and corporate strategy. (c) An Phat is willing to provide the Services and STX is willing to appoint An Phat to provide the Services, all in accordance with the provisions of this Agreement. THEREFORE, the Parties have agreed as follows:

1.

Definitions

In this Agreement, the following words shall have the respective meanings: Affiliate

in relation to a Party, any entity or person that controls, is controlled by, or is under common control with that Party;

Business

all types of trade and commercial transaction relating to the industry of shipbuilding, machinery, plant engineering, energy and natural resources investment and development;

Confidential Information Project Reports

the meaning given in clause 6; provision of 22 sets of diesel engines for Vinashins Fishing Boat reports, advice, analysis, methodologies, and any other similar materials An Phat generates, writes or produces in connection with its services to STX pursuant to this Agreement;

Services

the meaning given in clause 3.1

2. 2.1

Appointment STX appoints An Phat to provide advice and consultancy services to promote its Business based on for the project on An Phats business and managerial experience to increase STXs chances of winning the Project, and An Phat accepts the appointment, declaring expressly that it is legally qualified to render services to promote STXs Business and that it has always had and shall have the experience needed to meet the needs of STX.

2.2

Nothing hereunder shall be construed as allowing An Phat to render any services to any third party competitors of STX and/or its Affiliates relating to the Project during the term of this Agreement. For the purposes of this Agreement, competitors of STX and /or its Affiliates are individuals and/or entities that engage in activities that are identical or substantially similar to Business of STX or its Affiliates.

3. 3.1

Obligations and responsibilities of An Phat During the term of this Agreement An Phat shall provide following Services: (a) marketing and promotion of STXs Business;
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(b) collecting and reporting to STX in a timely manner business and technology information related to the Project; (c) promoting the corporate image of STX as a reliable and technically advanced major business group in the world in its field; (d) rendering consultancy in strict abidance with the rules listed in the official regulatory and technical norms in force, or in their absence, any applicable international norms; (e) exclusively informing STX of any business opportunities related to the Project and providing related assistance, advice, analysis and consultancy and other related services to STX; (f) providing Reports to STX within seven (7) working days of its receipt of STXs request; and (g) using its best effort to provide any other services STX requests as are reasonably and generally provided by other agents. 3.2 An Phat further undertakes: (a) not to represent STX except as specifically set forth in this Agreement, and not to act in the name of STX or sign any documents in the name of STX without prior written consent of STX; and (b) not to appoint any sub-agents or sub-representatives without STXs prior written consent. 4. 4.1 Indemnity Each Party declares and warrants to defend, indemnify and hold harmless the other Party and any of its employees, agents and Affiliates from and against any claims, suits or liabilities (including reasonable attorneys fees) arising out of any acts or omissions of the former Party or its employees or agents in breach of this Agreement, whether intentional, negligent or otherwise. 4.2 An Phat hereby undertakes to hold STX harmless against any liabilities directly or indirectly resulting from any acts performed by An Phat or its employees or agents (i) aiming at An Phat s own interest to the detriment of the interests of STX; or (ii) when An Phat performs a malicious act. 5. 5.1 Payments STX shall pay commission to An Phat within Fifteen(15) banking days of receiving payment in full of the total contract value of the Project from Vinashin.. The rate of commission shall be fixed by the Parties mutual agreement upon STXs receipt of firm order from Vinashin. In any event, the amount of commission cannot exceed USD 381,000 (in words: Three Hundred Eighty One Thousand United States Dollars). 5.2 All reasonable, necessary and routine expenses incurred by An Phat in the course of performing Services for the Project shall be borne by An Phat. 6. Confidentiality
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An Phat shall regard as confidential and proprietary all information and materials of whatever nature

provided by STX relating to this Agreement and/or which are the products of An Phats Services under this Agreement (Confidential Information). Such information and materials shall at all times be the property of STX. An Phat shall not, without STXs prior written consent, at any time use Confidential Information for any purpose other than that in connection with its performance of this Agreement nor disclose such information and materials to its employees, agents or third parties unless on a need to know basis. This confidentiality obligation shall not apply to information which is or become public knowledge through no fault of An Phat. This clause will survive beyond the termination of this Agreement for another three (3) years. 7. 7.1 Taxes Each Party shall bear any taxes imposed on or assessed against it or otherwise payable by it in connection with this Agreement. 7.2 If any payments to be made to An Phat hereunder is subject to withholding tax under the laws in Vietnam, or the laws of any other applicable jurisdiction, STX will withhold or deduct such tax and immediately pay the same to the competent tax office, and STX shall obtain and forward to An Phat a certificate of payment of such withholding tax or deduction. 8. 8.1 Term and Termination This Agreement shall remain in full force and effect to December 31, 2012 and it may be renewed by another period of twelve (12) months by the Parties only through a separate written agreement. 8.2 Notwithstanding clause 8.1, this Agreement may be terminated as follows: (a) Either Party may immediately terminate this Agreement upon giving written notice to the other Party if the other Party breaches any provision of this Agreement, and if curable, it fails to cure such breach within thirty (30) days after receiving a written notice to cure such breach; (b) Either Party may immediately terminate this Agreement without any prior notice to the other Party, if the other Party is adjudicated as bankrupt or makes any assignment for the benefit of creditors, or it is officially declared in bankruptcy, in insolvency, in rehabilitation, in arrangement, in debt adjustment, in liquidation or in dissolution; (c) Either Party may immediately terminate this Agreement at any time upon giving written notice to the other Party if the other Parry is prevented from performing any obligations under this Agreement because of force majeure event for a period longer than ninety (90) consecutive days; (d) Either Party may terminate this Agreement at any time when a breach of secrecy or
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confidentiality which causes economic losses to either Party or any company of its economic and commercial group is verified; or (e) Either Party may terminate this Agreement at any time for any reason by giving one (1) month prior written notice to the other Party. 8.3 Confidential Information in whatever form which is in An Phats possession at the time of termination of this Agreement shall be returned to STX within fifteen (15) calendar days from the termination date. Any unpaid compensation for An Phats Services will be paid only after STXs receipt of Confidential Information from An Phat. 8.4 Regardless of the reason of termination, An Phat, for two (2) years from the termination date, shall not enter into a agent agreement or a similar business relationship with any competitor of STX and/or its Affiliates. 9. Force Majeure

Either Party shall not be held responsible for failure or delay to perform all or any part of this Agreement due to flood, fire, earthquake, draught, war or any other events which could not be reasonably predicted, controlled, avoided or overcome by the related Party. However, the Party affected by a force majeure event shall inform the other Party of its occurrence in writing as soon as possible and thereafter shall send a certificate of the event issued by the relevant authorities to the other party within fifteen (15) days after its occurrence. 10. Governing Law and Arbitration

This Agreement shall be governed by, and construed in accordance with the laws of the Republic of Singapore without regard to conflicts of law principles that would lead to the application of laws other than the laws of the Republic of Singapore. All disputes, controversies, or differences which may arise between the Parties, out of or in relation to or in connection with this Agreement, or for the breach thereof, shall be amicably negotiated and settled between the Parties. If such disputes, controversies or disagreements are not resolved by the Parties, they shall be finally settled by arbitration in Singapore, in accordance with Arbitration Rules of the Singapore International Arbitration Centre by a panel of one (1) arbitrator appointed in accordance with the said Rules. The award rendered by the arbitrator shall be final and binding upon both Parties concerned and any such award may, if necessary, be enforced by any court of competent jurisdiction. 11. 11.1 Notices All notice shall be written in English and sent by first class mail or air mail, or by facsimile or email (confirmed by first class mail or air mail), to the address of the relevant Party set forth below:
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STX: STX CORPORATION Attention: Jean Kim Address : STX NAMSAN TOWER, 631, Namdaemunno 5-ga, Jung-gu, Seoul, South Korea Tel : +82-2-316-9946 Fax: +82-2-311-9400 E-mail: jeankim@onestx.com An Phat: (name) Address: Tel : Fax: E-mail : 11.2 Notice is effective, if hand delivered, upon delivery, if sent by mail, seven (7) business days after posting, if by facsimile or e-mail, when sent successfully. 12. Parties Independency Neither Party shall have the right, power or authority to create any obligation, commitment or duty, express or implied, on behalf of the other Party, being understood that the Parties are independent contractors vis--vis one another. 13. 13.1 General Amendment. Any changes in this Agreement, to be valid, must be made in writing and signed by the Parties. 13.2 Assignment. Neither Party shall have the right, power or authority to assign this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other Party except for STXs assignment to its Affiliates. 13.3 Unenforceability. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the other terms or provisions herein. 13.4 Waiver. No failure by a Party in exercising any right, power or privilege hereunder shall
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constitute a waiver by the Party of any such right, power or privilege, nor shall any single or partial exercise thereof preclude any further exercise of any such right, power or privilege. 13.5 Entire Agreement. This Agreement constitutes the entire agreement of the Parties concerning the subject matter hereof. 13.6 Compliance. The Parties shall fully comply with any and all applicable laws, rules, regulations, and treaties in performing their obligations hereunder. In addition, An Phat agrees to promptly provide STX with any and all information and certifications requested in this regard. 13.7 Waiver. No failure or delay by STX in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.\ 13.8 Headings. The headings of the sections herein are included solely for convenience of reference and shall not control the meaning or the interpretation of any of the provisions of this Agreement. 13.9 Consequential Loss. STX shall be liable to An Phat in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by An Phat of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

IN WITNESS WHEREOF, the Parties hereby sign this agreement in two (2) counterparts of equal tenor and form on the date set forth above.

For and on behalf of STX

For and on behalf of An Phat

Signature Name: Title:

Signature Name: Title:

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