[LOGO OF iASIA WORKS]                                [LETTERHEAD OF iASIA WORKS]





May 15, 2001





Mr. Jon Engman

3515 Monterey Ct. NE

Newcastle, WA 98056





Dear Jon,



On behalf of iAsiaWorks, ("The Company"), it gives me great pleasure to offer

you the position of Chief Financial Officer. You will be reporting directly to

Jonathan Beizer, the Chief Executive Officer of the Company. During your

employment, you agree to devote your full business time, energy and skill to

your duties at the Company. You will be responsible for administering and

overseeing, on a worldwide basis, all financial operations and implementing

policies and procedures as appropriate. You will also have those

responsibilities and duties consistent with duties customarily performed by a

Chief Financial Officer, as designated to you by either the Chief Executive

Officer or the Board of Directors, or as assigned to you by the Chief Executive

Officer or the Board of Directors from time to time.



Since we are eager for you to join us, we would like you to begin on or before

May 28, 2001.



Your main terms and conditions are set out in this document. These, and the

Company's Policies & Procedures, which you will receive, by way of our Team

Member Manual, upon your start of employment, form the further and particulars

to your employment with the Company. Accordingly, the main terms are as follows:



1.  Base Salary





    Your starting annual gross salary will be $210,000.00, less applicable

    withholdings and deductions (hereinafter "Salary") in accordance with the

    Company's payment policy. Upon your start of employment, you should refer to

    the Team Member Manual to learn more about the Company's policies and

    practices associated with performance and compensation reviews. The Company

    pays salaries on a semi-monthly basis, and as such there are 24 pay periods

    for each full year of business.



1

{PAGE}



       Direct deposit of your Salary can be arranged by the Company into your

       nominated bank account(s).



[LOGO] Place of Employment



       It is intended that during your employment with the Company you will be

       based in the Company's Burlingame, California office, however, it is

       understood that you shall travel as the Company may from time to time

       reasonably require. Additionally, the Company reserves the right to alter

       your place of employment by providing you with as much advance notice as

       is practicable and not necessarily with any form of compensation for such

       a change.



3.     Bonus



       Annual Bonus. Starting for the one (1) year period beginning May 29, 2001

       ------------

       and ending May 28, 2002, and each one (1) year period thereafter, you

       will be eligible to earn a Bonus of up to twenty-five percent (25%) of

       your Salary based upon your achievement of personal and Company

       milestones mutually agreed upon by you, the Chief Executive Officer and

       the Compensation Committee of the Board of Directors within the first

       sixty (60) days of your employment and annually thereafter. In the event

       that mutual agreement upon the milestones cannot be reached within the

       sixty (60) day period in question, the decision of the Chief Executive

       Officer and Compensation Committee thereafter in establishing such

       milestones will be final and conclusive.



4.     Stock Options



       You will be granted an option to purchase 300,000 shares of iAsiaWorks'

       common stock at the price in effect at time of approval of such grant by

       the Board of Directors of the Company (the "Option"). The Option shall be

       subject to the terms of the notice of grant and the Company's standard

       stock option agreement, which you must execute as a condition of grant.

       The vesting schedule shall be as follows: twenty-five percent (25%) of

       the shares subject to the Option shall vest one (1) year from the Vesting

       Commencement Date (as set forth herein), and one-thirty-sixth (1/36/th/)

       of the then remaining unvested shares, subject to the option, shall vest

       each month thereafter, so that all shares shall be vested forty-eight

       (48) months after the Vesting Commencement Date. For purposes of this

       Agreement, "Vesting Commencement Date" shall be the first day of full-

       time employment with the Company. Define cause as conviction of felony,

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