Joint Venture Agreement

EXHIBIT 10.7



JOINT VENTURE AGREEMENT FOR VIANET,INC. A NEW YORK STATE JOINT VENTURE



THIS JOINT VENTURE AGREEMENT (hereinafter referred to as the "Agreement") is entered into this 11th day of April, 1994, by and among The A Consulting Team, Inc. hereinafter "TACT"), a New York corporation, and Kalanit, Center For Marketing Software & Hardware Ltd. (hereinafter "KALANIT"), an Israeli corporation, (hereinafter collectively referred to as the "Joint Venturers") for the purpose of performing: a) market research, b) software development; and c) international recruiting.



W I T N E S S E T H:



WHEREAS, the parties are desirous of forming a joint venture (the "Venture"), under the laws of the State of New York by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of any project; and



NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as joint venturers, henceforth, "Venturers" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows:



ARTICLE I



DEFINITIONS:



1.1 "Affiliate" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint venturer or partner, any business or entity for which such person acts in any such capacity.



1.2 "Venturers" shall refer to TACT, and KALANIT, and any successor(s) as may be designated and admitted to the Venture.



1.3 "Internal Revenue Code", "Code" or "I.R.C." shall refer to the current and applicable Internal Revenue Code.



1.4 "Net Profits and Net Losses" means the taxable income and loss of the Venture, except as follows:



1.5 The "book" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles.



1.6 "Treasury Regulations" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of the Internal Revenue Code.



1.7 "Percentage of Participation" shall refer to that figure set forth in Article V, section 5.1. ARTICLE II



FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS



2.1 FORMATION



(a) The Venturers do hereby form a joint venture pursuant to the laws of the State of New York in order for the Venture to carry oil the purposes for which provision is made herein.



(b) The Ventures shall execute such certificates as may be required by the laws of the State of New York or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law.



2.2 NAME. The Name and style under which the Venture shall be conducted is: Vianet, Inc., a New York corporation.



2.3 PRINCIPAL PLACE OF BUSINESS. The Venture shall maintain its principal place of business at: 200 Park Avenue, So., Suite 901B, New York, NY 10003. The Venture may relocate its office from time to time or have additional offices as the Venturers may determine.





ARTICLE III



PURPOSE OF THE JOINT VENTURE



The business of the Venture shall be to perform: a) market research; b) software development; and c) international recruiting projects, and all such other business incidental to the general purposes herein set forth.





ARTICLE IV



TERM



The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the unanimous agreement of the Ventures or the order of a court of competent jurisdiction.





ARTICLE V



PERCENTAGE OF PARTICIPATION



5.1 Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result and their interests in all property and equipment acquired and all money received in connection with the performance of this Agreement shall be as follows:



Name Joint Venture Partner: Percentage



1. TACT: 50% 2. KALANIT: 50% 5.2 The Parties agree that in the event any losses arises out of or results from the performance of any project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation.



5.3 If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with any project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation.





5.4 The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture ...