LEADCO VIETNAM LEGAL

COUNSELLORS
Address: 85 Tran Quoc Toan, Hoan Kiem Dist., Hanoi, Viet Nam
Tel: (84-4) 9425633(4) Fax: (84-4) 9425632
Email: hungquang@hn.vnn.vn Http: //www.leadcolawyers.com

Our ref: 46/LEADCO

Date: Ha noi, September 24, 2003

To. Ms. Luu Tuyet Hanh

H.R & Admin. Manager
Chesterton Petty Vietnam
4 Pham Su Manh, Hanoi, Vietnam

Re. Termination of labour contract of Ms. Nguyen Thi Minh Nguyet

Dear Madam,

Further to our conversions in my office on the date of 23 September 2003 relating to the
termination of labour contract of Ms. Nguyen Thi Minh Nguyet, I would like to provide
my opinions on this case as follows:

1. Preserving the reason of termination

First of all, the termination of employment due to the restructuration of the enterprise
is legally on the grounds provided in the Labor Code (Art.17). You are right to
terminateMs. Nguyet’s labour contract for restructure of the business. With this
reason, Chesterton Petty Vietnam (Chesterton) legally immediately terminate the
contract without advance notice. However, in order to have strong proof of the right
to terminate the contract with Ms. Nguyet, in my opinion, you should also submit to
the court the minute of Board of Directors’ meeting which mentioned the restructure
of Chesterton’s business. You told me in our meeting that there was a regular meeting
of the BOM to discuss the business of the Company which covered, inter alia, the
issues::

- Reviewing the business situation of Chesterton (Hanoi office);

- Reviewing the business apparatus of Chesterton (Hanoi office);
- Based on two reviews, the administration and accounting divisions
should be restructured
- Reviewing Ms. Nguyet’s capacity is not appropriate to new situation.
- Approving the Chesterton’s chart which has been provided to the
Court.

This minute has been referred in the letter sent to Hanoi Labour court dated 12
August 2003

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 I suggest that this minute be delivered to Hanoi Labour Court prior to the morning
of 29 September 2003.

2. Telephone cost issue:

You should prepare the bills which show Ms. Nguyet’s international calls. As
yesterday you told me, a receptionist helped Ms. Nguyet to connect to international
lines. We will need him/her to be witness.

In order to examine who received such calls, we need to request Vietnam court to
send a request to Australian court. Based on the bilateral justice agreement between
Vietnam and Australia, Australian court will implement the Vietnam court’s request.
This procedure may take several months. However, I worry that when we have the
name but we have not the proofs for demonstrating that name is Ms. Nguyet’s friend.
Therefore, we need to find out more proofs for this request.

When choosing this option, Chesterton should be prepared that this procedure would
take a lot of time before the verification can be made. Therefore, in my opinion,
Chesterton, and even the employee, have to take into consideration whether to follow
this lawsuit for a great length of time.

3. Procedure

Taking into consideration the afore-mentioned issues, the procedural road map shall
be basically as follows:

 In the first instant hearing: We will file a request to examine the international
call receiver. If the court accepted, we may have several months for waiting.

 In the appeal hearing: If the judgment of first instant hearing was not for
Chesterton. We should appeal to Appeal Court of Supreme Court. The appeal
procedures often take 2-3 months. The procedure will be longer if there are
some obstacles like the General Director of Chesterton absent, the lawyer
absent, etc.

 In the review hearing: After the appeal hearing finished, if Chesterton the still
be unsuccessful, we will lodge a complain to Chief Justice or Chief Procurator
to request a reviewing of two judgments. Although, during this time, the
appeal judgment has came in force. We can suggest the Judgment Execution
Office to grant a waiting period of reviewing procedures.

 Finally, if we would be unsuccessful again in the reviewing procedures, we

may claim the Judgment Execution Office that we have not enough money to
execute the judgment. Sometime they accept this reason and provide an
adjourn decision of judgment execution.

Total time for all mentioned procedures is estimated about 1 to 2 years.

4. Our fee:

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Our fee will be based on progress of the case and working hours we need to spend of
which we believe to be competitive:

First instant hearing: 350US$ for protecting the legitimate rights and
benefits of Chesterton in the hearing.
Appeal hearing: 250US$ for protecting the legitimate rights and
benefits of Chesterton in the hearing.
Reviewing procedures: 500US$ for preparing all applications, explanations
and documents which will required by Supreme
Court.
Claiming to Judgment Execution Office: 200US$ for preparing all applications,
explanations and documents which will required by the
Judgment Execution Office.

Variations of the above fees may be applied but we will notify in advance to Chesterton.

Our charge out rates cover our professional time, including all secretarial and
administrative assistance. They do not include long distance telephone calls, facsimile,
photocopying, couriers, travel expenses and any other expenses such as counsels’ fees,
court fees or investigating agency fees or other out-of-pocket disbursement.

The service fee for each item of work mentioned above should be paid 70% in advance
prior to starting of each proceeding.

I do hope you and your Board of Directors will satisfy with this proposal. Should you
have any further question, feel free to let me know.

Best regards,

Nguyen Hung Quang

Deputy Managing Partner
LEADCO