BBV VIETNAM S.E.A. ACQUISITION CORP. 61 HUE LANE HAI BA TRUNG DISTRICT HANOI, VIETNAM

Exhibit 10.5

September 20, 2007

Bantry Bay Ventures-Asia, LLC

61 Hue Lane

Hai Ba Trung District

Hanoi, Vietnam

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of BBV Vietnam S.E.A. Acquisition Corp. (the “Company”), and continuing for up to two years until the earlier of the consummation by the Company of a business combination or the Company’s liquidation (as described in the Company’s IPO prospectus) (the “Termination Date”), Bantry Bay Ventures-Asia, LLC shall make available to the Company certain office as well as certain office and secretarial services as may be required by the Company from time to time, situated at 61 Hue Lane, Hai Ba Trung District, Hanoi, Vietnam. In exchange therefor, the Company shall pay Bantry Bay Ventures-Asia, LLC the sum of $7,500 per month starting as of the Effective Date and continuing monthly thereafter until the Termination Date.

 

Very truly yours,

 

  ACQUISITION CORP.

 

By: _________________________

Name: Eric M. Zachs

Title: President

AGREED TO AND ACCEPTED BY:

By: _________________________

Name:

Title: