TAIWAN KOLIN CO., LTD 10FL,86,SEC,1 CHUNG CHING S.RD. TAIPEI ,TAIWAN

EXHIBIT 10.57

kolin

TAIWAN KOLIN CO., LTD
10FL,86,SEC,1 XXXXX XXXXX S.RD.
TAIPEI ,TAIWAN

June 16, 2005

Mr. Xxxxx Xx
Chief Executive Officer
Syntax Groups Corporation
00000 X. Xxxxxxxx Xxxxxxx
Xxxx xx Xxxxxxxx, XX 00000

Dear Xx. Xx,

This letter is to confirm the following:

	1.		Shipment terms between Taiwan Kolin, Co., LTD (“Kolin”) and Syntax Groups Corporation (“Syntax”) are DDP Syntax Warehouse(s), which means Delivered Duty Paid to Syntax’s warehouse(s) from the beginning invoice.
	2.		Because the shipment terms are DDP, Kolin is liable for all duty payments.
	3.		To expedite delivery to Syntax, Kolin has requested and Syntax has agreed to pay the duties on behalf of Kolin.
	4.		Kolin agrees to allow Syntax to offset the duty payments made by Syntax on Kolin’s behalf against Syntax’s account payable balance with Kolin.
	5.		Syntax will provide a summary of duty payments made on Kolin’s behalf on a monthly basis.

Sincerely,

/s/ Xxxxx Xxx Xxxxx Xxx

Taiwan Kolin Co., LTD

kolin

June 20, 2005

Mr. Xxxxx Xx
Chief Executive Officer
Syntax Groups Corporation
00000 Xxxx Xxxxxxxx Xxxxxxx
Xxxx xx Xxxxxxxx, XX00000

Dear Xx. Xx,

ADDENDUM TO OUR LETTER DATED JUNE 16, 2005

This is the addendum to our letter dated June 16, 2005 to confirm our responsibility to indemnify all and any previous, current, pending and future litigations and claims in connection with duties levied by the U.S. Customs.

Yours sincerely,
For and on behalf of
Taiwan Kolin Company Limited

/s/ Xxxxx Xxx Xxxxx Xxx

Vice President