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EXHIBIT 10.1











                             Dated January 11, 2006

                         THE PERSONS NAMED IN SCHEDULE 1


                                       and

                                  COMTECH GROUP

                                       and

                            HUAMENG ENGINEERING LTD.




                    SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT

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                                TABLE OF CONTENTS
CONTENTS                                                                    PAGE

1          Interpretation......................................................2

2          Subscription........................................................6

3          Conditions..........................................................7

4          Warranties..........................................................8

5          Covenants up to Completion..........................................9

6          Completion.........................................................10

7          Use of the Subscription Monies.....................................11

8          Business of the Company............................................11

9          Board of the Company...............................................12

10         Reserved Matters...................................................12

11         Continuing Obligations.............................................12

12         Pre-emptive Rights.................................................13

13         Restrictions on Transfer...........................................14

14         Confidentiality....................................................16

15         Costs and Expenses.................................................17

16         Announcements........................................................

17         Duration...........................................................17

18         Notices............................................................18

19         Severability.......................................................19

20         General............................................................19

21         Whole Agreement....................................................20

22         Governing Law......................................................21

Schedule 1 (A) The Captable (Pre Investment)..................................22

Schedule 1 (B) The Captable (Post Investment).................................22

Schedule 2 (A) Particulars of the Company (Pre Investment)....................23

Schedule 2 (A) Particulars of the Company (Post Investment)...................23

Schedule 2 (B) Particulars of the Subsidiaries (Pre and Post Investment)......26

Schedule 3 Warranties.........................................................30

Schedule 4 Reserved Matters...................................................42

Schedule 5 Continuing Obligations.............................................44

Schedule 6 Terms and Conditions of the Series A Preferred Shares..............47


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THIS AGREEMENT is made on January 11, 2006

BETWEEN:

(1)      THE PERSONS named in Schedule 1 (A) (together the "EXISTING
         SHAREHOLDERS" and each an "EXISTING Shareholder"); and

(2)      COMTECH GROUP, a company incorporated in the Cayman Islands whose
         registered office is at Century Yard, Cricket Square, Hutchins Drive,
         PO Box 2681, Geogre Town, Grand Cayman (the "SUBSCRIBERS"); and

(3)      HUAMENG ENGINEERING SERVICES LTD., a company incorporated in British
         Virgin Islands whose registered office is at PO Box 3140, Road Town,
         Tortola, British Virgin Islands (the "COMPANY").



WHEREAS:

(A)      The Company is a company limited by shares, particulars of which are
         set out in Schedule 2 (A).

(B)      The Subscribers intend to invest in the Company in an aggregate sum of
         USD2,500,000, which will be used for working capital purpose to finance
         the expansion of the Business

(C)      The Subscriber' investment will initially be represented by Series A
         Preferred Shares to be issued by the Company.

(D)      The Subscriber, the Existing Shareholders and the Company have agreed
         to enter into this Agreement for the purposes of (i) recording the
         terms and conditions on which the Subscriber will subscribe for the
         Series A Preferred Shares, and (ii) regulating the relationship between
         the shareholders of the Company and certain aspects of the affairs of
         the Company.

IT IS AGREED as follows:

1      INTERPRETATION

1.1    In this Agreement:

         "ACCOUNTS" means the unaudited financial statements of the Group for
         the period ended 30 November 2005;



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         "AFFILIATE" of a person means, any other person which directly or
         indirectly controls, is controlled by, or is under common control with
         such other person;

         "ARTICLES" means the articles of incorporation of the Company as
         amended from time to time subsequently by the Shareholders;

         "BOARD" means the board of directors of the Company;

         "BUSINESS" means the business of the Company as referred to in Clause
         9;

         "COMMON SHARES" means ordinary shares of the Common Stock of the
         Company;

         "COMMON SHARES EQUIVALENTS" means the Series A Preferred Shares, and
         all other shares, warrants, options and other rights convertible into
         or exercisable for Common Shares;

         "COMPLETION" means completion of the subscription of the Series A
         Preferred Shares;

         "CONDITIONS" means the conditions precedent set out in Clause 3;

         "CONFIDENTIALITY AND NON-COMPETITION AGREEMENT" means certain
         Confidentiality and Non-Competition Agreements to be entered into
         between the Group and its key employees in the form attached hereto
         marked "A";

         "DIRECTORS" means the director of the Company appointed pursuant to
         this Agreement and the Articles;

         "GROUP" or "GROUP COMPANIES" means the Company and its subsidiaries
         from time to time and "GROUP Company" means any of them;

         "HONG KONG" means the Hong Kong Special Administrative Region of the
         PRC;

         "INTELLECTUAL PROPERTY" means patents, trade marks, service marks,
         trade names, logos, get-up, patents, inventions, design rights,
         copyrights (including rights in computer software), rights in know-how,
         semi-conductor topography rights, rights of extraction relating to
         databases, confidential information and other intellectual property or
         similar proprietorship rights, in each case whether registered or
         unregistered and including applications for the grant of such rights
         and all rights or forms of protection having equivalent or similar
         effect anywhere in the world;



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         "MATERIAL" means material to the business, operations, financial
         conditions or prospects of the Group as a whole;

         "MATERIAL ADVERSE EFFECT" means any condition, circumstance, change or
         effect that is materially adverse to the business, prospects, operation
         or financial condition of the Group as a whole;

         "PRC" means the People's Republic of China;

         "PRO RATA SHARE" with respect to any Shareholder, means the ratio of:
         (a) the total number of Common Shares held by that Shareholder
         (including any Common Shares Equivalents) to (b) the total number of
         Common Shares and Common Shares Equivalent outstanding at the time the
         determination is made (on a fully diluted as converted basis);

         "PURCHASE PRICE" means USD4.57 per Series A Preference Shares;

         "QUALIFYING IPO" means a firm commitment underwritten initial public
         offering of the Common Shares (including, as the case may be, in the
         form of depository receipts) that has been registered under the
         Securities Act of 1933, as amended at a public offering price of not
         less than USD15 per shares and gross proceeds to the Company in excess
         of US20 million or in a similar public offering of Common Shares in a
         jurisdiction and on a recognised securities exchange outside of the
         United States, provided such public offering in terms of price,
         offering proceeds and regulatory approvals is reasonably equivalent to
         the aforementioned public offering in the United States;

         "REDEMPTION PRICE" means USD4.57 for each Series A Preference Shares;

         "REGISTRATION RIGHTS AGREEMENT" means the agreement in the agreed form
         marked "B" under which the Company grants to the holders of Series A
         Preferred Shares certain registration rights;

         "RE-ORGANISATION" means, including without limitation, the proper and
         valid transfer of item (i) to (iv) to the Company shall have been
         completed in the form and substance with the satisfaction of Comtech:-

         (i) 100% shareholding in subsidiary registered in PRC, namely [chinese
         name] and 100% shareholding in subsidiary registered in Hong Kong,
         namely Oriental Intelligence Technologies Co., Limited (collectively
         "the Subsidiaries"), (ii) account receivables and other receivables of
         the Subsidiaries, (iii) fixed assets of the Subsidiaries and (iv) cash
         and bank balances of the Subsidiaries as reflected in the un-audited
         management accounts of the Subsidiaries at 30 November 2005.


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         On the completion of re-organisation, these 2 subsidiaries will become
         a wholly owned subsidiary of the Company.

         In addition to that, the Company will incorporate a wholly owned
         subsidiary in Thailand and Malaysia on or before 31 January 2005.

         "SERIES A PREFERRED SHARES" means the shares of the Company's Series A
         Preferred Stock, each of which is convertible into one Common Share;

         "SHAREHOLDER" means a person registered in the books of the Company as
         the holder of any Share;

         "SHARES" means Common Shares and Series A Preferred Shares;

         "SUBSIDIARY" shall have the meaning given to it in Section 2 of the
         Companies Ordinance, Cap. 32, Laws of Hong Kong;

         "TAXATION" means (i) any liability to any form of taxation, duty,
         impost, levy, rate, or other amount payable to any revenue, customs or
         fiscal authorities whenever created or imposed and of any part of the
         world, including, without limitation, profits tax, provisional profits
         tax, interest tax, salaries tax, property tax, taxes on income, estate
         duty, capital duty, stamp duty, payroll tax, rates, customs and excise
         duties and other similar liabilities, (ii) all interest, penalties,
         costs, charges and expenses incidental or relating to the liability to
         Taxation;

         "USD" means United States dollars; and

         "WARRANTIES" means the representations and warranties given under
         Clause 4 and "WARRANTY" shall be construed accordingly.

         1.2      Any reference, express or implied, to an enactment includes
                  references to:

         (a)      that enactment as re-enacted, amended, extended or applied by
                  or under any other enactment (before or after the signature of
                  this Agreement);

         (b)      any enactment which that enactment re-enacts (with or without
                  modification);

         (c)      any subordinate legislation made (before or after the
                  signature of this Agreement) under that enactment, as
                  re-enacted, amended, extended or applied as described in
                  paragraph (a) above, or under any enactment referred to in
                  paragraph (b) above; and


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         (d)      "enactment" includes any legislation in any jurisdiction.

         1.3      In this Agreement:

         (a)      words importing the singular shall include the plural and vice
                  versa;

         (b)      words denoting persons shall include bodies corporate and
                  unincorporated associations of persons and vice versa;

         (c)      references to a party to this Agreement shall include
                  successors and permitted assigns of that party;

         (d)      references to issued share capital or shareholding in the
                  Company "on a fully-diluted basis" are references to the
                  issued share capital or shareholding in the Company including
                  only (i) the Common Shares issued, allotted and outstanding
                  and (ii) the aggregate number of Common Shares issuable were
                  all of the Common Shares Equivalents in issue converted into
                  and/or exercised for Common Shares in accordance with the
                  rights attached to them; and

         (e)      references to "liabilities" include actual and contingent
                  liabilities and incurred whether solely or jointly with other
                  persons and in the case of liabilities of a Group Company
                  whether or not incurred in the ordinary course of its
                  business.

         1.4      Sub-clauses 1.1 to 1.3 apply unless the contrary intention
                  appears.

         1.5      The headings in this Agreement do not affect its
                  interpretation.

         1.6      Any schedule or annex to this Agreement shall take effect as
                  if set out in this Agreement and references to this Agreement
                  shall include its schedules, annexes and the recitals.

2        SUBSCRIPTION

         2.1      Subject to the terms and conditions of this Agreement, the
                  Subscriber shall subscribe and the Company shall allot to the
                  Subscriber the number of Series A Preferred Shares set out in
                  the table below:


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         NAME          NUMBER OR SERIES A          TOTAL SUBSCRIPTION PRICE
                       PREFERRED SHARES            (USDm)


         Comtech       547,000                      2.5

         2.2      The Series A Preferred Shares are subject to the rights and
                  limitations set out in Schedule 6.

3      CONDITIONS

         3.1      The subscription of the Series A Preferred Shares by the
                  Subscriber under this Agreement is conditional on the
                  following conditions being fulfilled to the satisfaction of
                  the Subscriber:

         (a)      the Subscriber notifying the Company that without prejudice to
                  any claims for breach of the Warranties or otherwise in this
                  Agreement, they are satisfied upon inspection and
                  investigation as to the respective corporate, taxation and
                  financial position and operation of the Group;

         (b)      the delivery of evidence in form and substance satisfactory to
                  the Subscribers that the existing Articles of the Company have
                  been amended in a form acceptable to the Subscriber;

         (c)      the delivery to the Subscriber of a certified copy of the
                  resolutions of the Board and shareholders of the Company
                  adopting the new Articles in the form annexed hereto marked
                  "C", authorising the issue of the Series A Preferred Shares to
                  the Subscribers, approving the execution by the Company of
                  this Agreement, the Registration Rights Agreement and the
                  Confidentiality and Non-Competition Agreement and the
                  appointment of the additional Directors as set out in Clause
                  6.1(a)(ii);

         (d)      the delivery to the Subscriber of the duly executed
                  Registration Rights Agreement and the Confidentiality and
                  Non-Competition Agreements;

         (e)      the delivery to the Subscriber of a copy of the register of
                  members of the Company as at the date of Completion duly
                  certified by an officer of the Company to be true, complete
                  and correct.

         (f)      the delivery to the Subscriber of an opinion in form and
                  substance satisfactory to the Subscribe from the Company's
                  British Virgin Islands counsel confirming, inter alia, the due
                  incorporation and establishment of the Company.


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         (g)      the delivery of evidence in form and substance satisfactory to
                  the Subscriber that the reorganization has been completed, and
                  a certified copy of resolutions of the Board and shareholders
                  of the Subsidiaries as exhibit in Schedule 2(B) in approving
                  to transfer 100% shareholding to the Company and adopting the
                  new Articles in the form annexed hereto marked "D".

         (h)      the delivery of evidence in form and substance satisfactory to
                  the Subscriber that the shareholders of the Subsidiaries as
                  exhibit in Schedule 2(B) are holding the shares as trustee of
                  the Company and will waive all interest in the subsidiaries on
                  or after 30 November 2005.

         (i)      the delivery of evidence in form and substance satisfactory to
                  the Subscriber that the Company has obtained, including
                  without limitation, government approval in each jurisdiction
                  region where the subsidiary to conduct business in respect of
                  the legitimate of the nature of business activities and the
                  shareholding structure of the subsidiaries.

         3.2      The Subscribers may waive all or any of the Conditions in
                  whole or in part at any time by notice in writing to the
                  Company.

         3.3      The Company shall use all reasonable endeavours to procure
                  that the Conditions are fulfilled on or before 31 January 2006
                  or such later date as the Company and the Subscriber may agree
                  in writing from time to time.

         3.4      If all the Conditions are not fulfilled or waived on or before
                  the date specified in Sub-clause 3.3, then notwithstanding any
                  contrary provisions in this Agreement, this Agreement will
                  terminate and no party shall have any rights or obligations
                  under this Agreement (except in respect of any antecedent
                  breach of any of the provisions contained in Sub-clause 3.3
                  and Clauses 4 and 5).

4        WARRANTIES

         4.1      The Company hereby represents, warrants and undertakes to the
                  Subscribers in the terms of Sub-clause 4.2 and acknowledges
                  that the Subscribers are entering into this Agreement and
                  subscribing for the Series A Preferred Shares in reliance upon
                  the same.


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         4.2      The Company represents, warrants and undertakes that each of
                  the statements in Schedule 3 is true and accurate at the date
                  hereof and at all times subsequent to the date hereof up to
                  and including the date of Completion as if repeated on each
                  day immediately prior to Completion.

         4.3      Each of the Warranties is separate and independent and except
                  as expressly provided to the contrary in this Agreement is not
                  limited:

         (a)      by reference to any other paragraph of Schedule 3; or

         (b)      by anything in this Agreement;

         and none of the Warranties shall be treated as qualified by any
         constructive knowledge on the part of any of the Subscribers or any of
         their respective agents.

         4.4      The Company agrees (for itself and as trustee for each Group
                  Company) to waive any rights or claims which it may have in
                  respect of any misrepresentation, inaccuracy or omission in or
                  from any information or advice supplied or given by any Group
                  Company or its employees in connection with the giving of the
                  Warranties.

5        COVENANTS UP TO COMPLETION

         5.1      The Company shall procure that unless with the prior written
                  consent of the Subscriber, none of the Group Companies shall
                  before Completion:

         (a)      declare, make or pay any dividend or other distribution,
                  dispose of any of its Material assets (including shares in any
                  Subsidiary) or do or allow to be done anything which renders
                  its financial position and/or prospects materially less
                  favourable than at the date of this Agreement; or

         (b)      create, issue, purchase or redeem any class of share or loan
                  capital; or

         (c)      agree, conditionally or otherwise, to do any of the foregoing;
                  or

         (d)      in any other way depart from the ordinary course of its
                  day-to-day business; or


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         (e)      grant any option or right of pre-emption over, or mortgage,
                  charge or otherwise encumber, any of its shares or any
                  securities convertible or exchangeable into its shares; or

         (f)      pass any resolution or change its articles of incorporation
                  (or equivalent constitutional documents); or

         (g)      do or omit to do or cause or allow to be done or omitted to be
                  done any act or thing which would result (or be likely to
                  result) in a material breach of any of the Warranties.

         5.2      Save as required by this Agreement or unless with the prior
                  written consent of the Subscribers, the Existing Shareholders
                  shall not before Completion, dispose of any interest in the
                  Shares or any of them or grant any option or right of
                  pre-emption over, or mortgage, charge or otherwise encumber
                  the Shares or any of them.

         5.3      The Company shall immediately notify each of the Subscribers
                  in writing of any matter or thing which arises or becomes
                  known to them before Completion which:

         (a)      constitutes (or would after the lapse of time constitute) a
                  misrepresentation or a breach by the Company of any of the
                  Warranties or the undertakings or other provisions set out in
                  this Agreement; or

         (b)      has, or would be likely to have, after Completion, a Material
                  Adverse Effect.

6        COMPLETION

         6.1      Subject to the fulfilment of the Conditions, on Completion:

         (a)      board resolutions of the Company shall be passed authorising
                  and approving:

                  (i)      the allotment and issue of the Series A Preferred
                           Shares to the Subscribers in the proportions and for
                           the subscription price set out in Clause 2 and as
                           soon as practicable thereafter entry of the
                           Subscribers in the register of members of the Company
                           as the holders of, and issue share certificates in
                           respect of, the Series A Preferred Shares in the said
                           proportions;


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                  (ii)     the appointment of Jeffrey Kang, Henry Chiu, Yi Huang
                           as additional directors of the Company.

         (b)      the following documents shall be delivered to the Subscribers:

                  (i)      certified true copies of the register of members and
                           register of directors in respect of the Company as at
                           Completion;

                  (ii)     duly executed copies of the Registration Rights
                           Agreement and Non-Compete and Non-Disclosure
                           Agreements.

         6.2      Upon completion of the matters referred to in Sub-clause 6.1,
                  the Subscribers shall cause payment to be made to the Company
                  in immediately available funds in settlement of the
                  subscription money payable to the Company in respect of the
                  subscription of Series A Preferred Shares under this
                  Agreement.

         6.3      If for any reason the provisions of Sub-clause 6.2 are not
                  fully complied with, the Subscribers may elect (which election
                  shall be binding on all the Subscribers) (in addition and
                  without prejudice to all other rights or remedies available to
                  the Subscribers) to rescind this Agreement or to fix a new
                  date for Completion.

7        USE OF THE SUBSCRIPTION MONIES

         The Company undertakes to the Subscribers to apply the proceeds of the
         subscription of Series A Preferred Shares for working capital to
         finance the expansion of the Business.

8        BUSINESS OF THE COMPANY

         The business of the Company shall be the provision of technology and
         engineering services, business process outsourcing, network system
         integration as well as the provision of related training and
         maintenance services.


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9        BOARD OF THE COMPANY

         9.1      As from Completion, the Subscriber and all Existing
                  Shareholders shall vote their shares in the Company such that
                  the board of directors of the Company (the "BOARD") will be
                  constituted in the following manner:

         (a)      the Board will consist of five (5) directors to be nominated
                  by the Shareholders. So long as at least 10% of the Series A
                  Preferred Shares remain outstanding, the holders of the Series
                  A Preferred Shares shall be entitled to elect four members of
                  the Board. The Existing Shareholders shall be entitled to
                  elect one members of the Board;

         (b)      any director appointed pursuant to this Sub-clause 9.1 may be
                  removed by the same Shareholder who appointed him and may be
                  replaced by another person nominated by such Shareholder so
                  long as that Shareholder remains entitled to appoint a
                  director under this Sub-clause 9.1;

         (c)      the chairman of the Board will be appointed by the Directors;

         (d)      in the case of equality of votes, the chairman of the Board
                  shall not have a second or casting vote;

         (e)      at the sole election of the holders of Series A Preferred
                  Shares, such holders can appoint a representative to attend
                  all meetings of the Board and committees thereof as an
                  observer; and

         (f)      the foregoing rights and obligations shall cease upon a
                  Qualifying IPO.

10       RESERVED MATTERS

         The Company undertakes to the Subscribers that, it shall not, and shall
         procure that none of its subsidiaries shall, do any of the things
         listed in Schedule 4 unless the same have been approved by Comtech.

11       CONTINUING OBLIGATIONS

         The Company undertakes to the Subscribers that it shall comply with all
         the obligations set out in Schedule 5.


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12       PRE-EMPTIVE RIGHTS

         12.1     If the Company desires to issue Common Shares and/or Common
                  Shares Equivalents in a transaction or series of transactions
                  intended to raise capital ("FUND RAISING ISSUANCE") for the
                  Company or any of its Subsidiaries, then the Shareholders
                  shall procure that the Company shall first notify the holders
                  of Series A Preferred Shares of the terms and conditions of
                  such proposed issue and shall permit each holder of Series A
                  Preferred Shares (without obligation) to subscribe (on such
                  terms and subject to such conditions) up to the fraction of
                  such securities being offered equal to (a) the number of
                  Common Shares owned by such holders of Series A Preferred
                  Shares plus the aggregate number of Common Shares then
                  issuable were all of such holders of Series A Preferred Shares
                  Common Shares Equivalents (if any) converted into and/or
                  exchanged for Common Shares, divided by (b) the aggregate
                  number of Common Shares then outstanding plus the aggregate
                  number of Common Shares then issuable were all of the
                  Company's outstanding Common Shares Equivalents converted into
                  and/or exchanged for Common Shares.

         12.2     For the avoidance of doubt, "Fund Raising Issuance" for the
                  purpose of Sub-clause 12.1 excludes any issuance of Common
                  Shares and/or Common Shares Equivalents:

         (a)      to employees of Group Companies pursuant to purchase or share
                  option plans approved by the Board, which shall not exceed 20
                  per cent of all shares of the Company on a fully diluted basis
                  immediately subsequent to the completion of the financing
                  contemplated hereby; or

         (b)      upon (i) conversion of any Series A Preferred Shares or (ii)
                  conversion or exchange of any other Common Shares Equivalents
                  if such Common Shares Equivalents were either offered to the
                  Shareholders pursuant to Sub-clause 12.1 or were exempt from
                  such offer pursuant to the terms hereof; or

         (c)      in a Qualifying IPO.

         12.3     The holders of Series A Preferred Shares shall have fifteen
                  (15) Business Days after receipt of such notice referred to in
                  Clause 12.1 (or such longer period as the Company may specify)
                  to irrevocably elect by notice to the Company in writing
                  whether to subscribe for such securities on such terms. After
                  this period has expired, the Company shall have up to ninety
                  (90) days to issue any securities not subscribed by the
                  holders of Series A Preferred Shares; provided however, that
                  if during such 90 day period, the Company desires to offer
                  such securities on terms or conditions that are more
                  favourable to the holders of Series A Preferred Shares thereof
                  in any material respect, it shall first reoffer such
                  securities to the holders of Series A Preferred Shares
                  pursuant to the procedures set forth in this Clause 13.


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13       RESTRICTIONS ON TRANSFER

         13.1     Subject to Clause 13.4, if any Shareholder (the "TRANSFERRING
                  SHAREHOLDER") proposes to sell, pledge, or otherwise transfer
                  any Shares (the "STOCK") or any interest therein to any person
                  or entity then the other holders of any Series A Preferred
                  Shares at the time (the "NON-TRANSFERRING SHAREHOLDERS") shall
                  have a right of first refusal (the "RIGHT OF FIRST REFUSAL")
                  to purchase some or all of the Stock proposed to be sold. The
                  Transferring Shareholder shall give a written notice (the
                  "TRANSFER NOTICE") to the Non-transferring Shareholders
                  describing fully the proposed transfer, including the number
                  of Stock proposed to be transferred, the proposed transfer
                  price, the name and address of the proposed transferee, and
                  whether the Company has exercised its right of first refusal,
                  if any, with respect to that Stock. The Transfer Notice shall
                  be signed both by the Transferring Shareholder and by the
                  proposed transferee, and shall constitute a binding commitment
                  of both parties for the transfer of that Stock. Each
                  Non-transferring Shareholder shall then have the right to
                  purchase the ratio of (a) the total number of Common Shares or
                  Common Shares Equivalents of a Non-transferring Shareholder to
                  (b) the total number of Common Shares and Common Share
                  Equivalents held by all Non-transferring Shareholders of the
                  Stock subject to the Transfer Notice at a price per share
                  equal to the proposed per share transfer price, by delivery of
                  a notice of exercise of its Right of First Refusal within 20
                  days after the date the Transfer Notice is delivered to the
                  Non-transferring Shareholder. To the extent the
                  Non-transferring Shareholders exercise their Right of First
                  Refusal in accordance with the terms and conditions set forth
                  in this Clause 13, the number of Shares that the Transferring
                  Shareholder may sell to the proposed transferee in the
                  transaction shall be correspondingly reduced.


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         13.2     If the Transferring Shareholder proposes to sell, pledge, or
                  otherwise transfer any Stock or any interest therein to any
                  person or entity, including another Shareholder, and not all
                  Non-transferring Shareholders have elected to exercise their
                  Right of First Refusal under Clause 13.1, then each
                  Non-transferring Shareholder shall have the right, exercisable
                  upon written notice to the Transferring Shareholder within 20
                  days after the date the Transfer Notice is delivered to the
                  Non-transferring Shareholders, to participate in the sale of
                  Stock on the same terms and conditions as the Transferring
                  Shareholder to the extent of that Non-transferring
                  Shareholder's Pro-Rata Share (the "CO-SALE RIGHT"). Notice of
                  exercise of a Co-Sale Right shall indicate the number of
                  Shares the Non-transferring Shareholder wishes to sell under
                  its Co-Sale Right. Any Non-transferring Shareholder may elect
                  to sell all or some of the shares of Stock then held by that
                  Non-transferring Shareholder (or issuable upon conversion or
                  exercise of any convertible debt, warrants, or similar
                  securities then held by the Non-transferring Shareholders). To
                  the extent the Non-transferring Shareholders exercise their
                  Co-Sale Right in accordance with the terms and conditions set
                  forth in this Clause 13.2, the number of Shares that the
                  Transferring Shareholder may sell in the transaction shall be
                  correspondingly reduced.

         13.3     If the Non-transferring Shareholders do not exercise their
                  Right of First Refusal or their Co-Sale Right with respect to
                  the sale of the Stock subject to the Transfer Notice, the
                  Transferring Shareholder may, not later than 60 days following
                  delivery to the Company and the Non-transferring Shareholders
                  of the Transfer Notice, conclude a transfer of all of the
                  Stock covered by the Transfer Notice on terms and conditions
                  not more favourable to the transferor than those described in
                  the Transfer Notice. Any proposed transfer on terms and
                  conditions more favourable than those described in the
                  Transfer Notice, as well as any subsequent proposed transfer
                  of any Stock by the Transferring Shareholder, shall again be
                  subject to the Right of First Refusal and Co-Sale Right of the
                  Non-transferring Shareholders and shall require compliance by
                  the Transferring Shareholder with the procedures described in
                  this Clause 13.


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         13.4     Notwithstanding the above, each of the Subscribers may
                  transfer all or any of their Shares to their Affiliates
                  provided always that the transferee shall agree in writing
                  with the Company (for itself and as trustee for all the
                  Shareholders), as a condition to such transfer, to be bound by
                  all of the provisions of any shareholders agreement relating
                  to the Company then subsisting to the same extent as if such
                  transferee were the transferor Shareholder.

         13.5     Any sale, assignment, transfer or disposal of Common Shares or
                  Common Shares Equivalents not permitted by or in accordance
                  with this Agreement or the Articles shall be null and void.

14       CONFIDENTIALITY

         14.1     Each party hereto undertakes with the others that it shall use
                  all reasonable endeavours to ensure that any information of a
                  secret or confidential nature (including, without limitation,
                  any of the Group Companies' business plan, dealings,
                  transactions, affairs, proposals, inventions, business, etc.)
                  received by it relating to the others or any of the others'
                  Affiliates shall be treated as confidential and shall not be
                  disclosed to any third party or utilised for personal gain or
                  interest or for the benefit or interest of third parties
                  except as required by law or any competent regulatory body or
                  to the extent that such information is in the public domain
                  other than through breach of this Sub-clause 14.1 or except in
                  the ordinary and proper course of the business and operation
                  of the Group Companies or, except, in the case of the
                  Subscriber, the disclosure of information relating to the
                  Company and its business to persons concerned in the
                  management of the Subscriber, its own investors and any
                  advisers acting on their behalf.

         14.2     A Shareholder shall not be in breach of Sub-clause 14.1 by
                  virtue of any Director passing to the Shareholder who
                  appointed him any information he receives as a director of the
                  Company, or of any subsidiary of the Company, but nothing
                  contained in this Agreement shall require such disclosure
                  where the Director's fiduciary duty to the Company, or of any
                  such subsidiary, would be breached as a result.


                                       16
<PAGE>

         14.3     Nothing in this Clause 14 shall prohibit the Company or any
                  Shareholder from disclosing any of the information referred to
                  in Sub-clause 14.1 which is reasonably required in connection
                  with, in the case of the Company, raising equity or debt
                  funding for any Group Company or, in the case of any
                  Shareholder, selling its Shares to a potential purchaser
                  permitted under this Agreement and the Articles, provided that
                  in each case the party receiving such information shall have
                  first executed an undertaking to keep confidential such
                  information in a form acceptable to the Company and shall have
                  first provided a copy of the same to the Company.

15       COSTS AND EXPENSES

         Each party shall bear its own cost and expense (including, without
         limitation, legal fees and consultancy expenses) incurred in relation
         to the preparation and negotiation of this Agreement and the documents
         referred to herein provided that subject to Completion the Company
         shall, out of the proceeds of the subscription monies to be paid by the
         Subscriber at Completion, pay the legal fees and consultancy expenses
         incurred by the Subscriber.

16       ANNOUNCEMENTS

         16.1     No party shall make or permit any person connected with it to
                  make any announcement concerning this Agreement or any
                  ancillary matter before, on or after completion except as
                  required by law or any competent regulatory body or with the
                  prior written approval of the other parties, such approval not
                  to be unreasonably withheld or delayed.

17       DURATION

         17.1     This Agreement shall continue at all times after Completion
                  and thereafter shall terminate only upon the consummation of a
                  Qualifying IPO.

         17.2     Notwithstanding Sub-clause 17.1 but subject to Sub-clause
                  17.3, a Shareholder shall cease to have any further rights or
                  obligations under this Agreement on ceasing to hold Shares at
                  any time following Completion.


                                       17
<PAGE>

         17.3     Sub-clause 17.2 shall not affect any of the rights or
                  liabilities of any parties in connection with any breach of
                  this Agreement which may have occurred before that Shareholder
                  ceased to hold Shares.

18       NOTICES

         In the case of any notice required, desired or permitted to be given
         hereunder to any of the parties, such notice shall be either delivered
         personally, sent by courier, sent by registered post or transmitted by
         facsimile to the following address (or other address as the respective
         parties may specify in a notice given herein) and shall be deemed to
         have been received, in the case of personal delivery or courier
         service, on the date on which it was left at such address, or in the
         case of registered post, five Business Days after being deposited in
         the post, or in the case of transmission by facsimile, when received:

         Comtech Group

         Address                        : Century Yard, Cricket Square, Hutchins
                                          Drive, PO Box 2681, Geogre Town, Grand
                                          Cayman
         Facsimile                      : 0755 26743808
         Telephone                      : 0755 852 2155 2688
         For the attention of           : Jeffrey Kang

         HUAMENG ENGINEERING SERVICES LTD.

         Address                        : PO Box 3140, Road Town, Tortola,
                                          British Virgin Islands
         Facsimile                      : 852 28459268
         Telephone                      : 852 25247106
         For the attention of           : [chinese name]

         Existing Shareholders            as per the official records of the
                                          Company


                                       18
<PAGE>

19       SEVERABILITY

         The provisions contained in each clause and sub-clause of this
         Agreement shall be enforceable independently of each of the others and
         its validity shall not be affected if any of the others is invalid. If
         any of those provisions is void but would be valid if some parts of the
         provision were deleted, the provision in question shall apply with such
         modification as may be necessary to make it valid.

20       GENERAL

         20.1     Save as provided otherwise in this Agreement, none of the
                  rights or obligations under this Agreement may be assigned or
                  transferred without the prior written consent of Comtech.

         20.2     Nothing in this Agreement shall be deemed to constitute a
                  partnership between any of the parties nor constitute any
                  party the agent of any other party for any purpose.

         20.3     This Agreement may be executed in any number of counterparts,
                  all of which together shall constitute one and the same
                  agreement, and any party may enter into this Agreement by
                  executing a counterpart.

         20.4     The Shareholders agree, as between themselves, that they shall
                  procure the convening of all meetings and the giving of all
                  waivers and consents and the passing of all resolutions and
                  shall otherwise exercise all powers and rights available to
                  them in order to give effect to the provisions of this
                  Agreement.

         20.5     The Shareholders agree, as between themselves, that if any
                  provisions of the memorandum and/or articles of association or
                  incorporation or by-laws of any Group Company at any time
                  conflict with any provisions of this Agreement, the provisions
                  of this Agreement shall prevail and the shareholders shall
                  exercise all powers and rights available to them to procure
                  the amendment of such memorandum and/or articles of
                  association or by-laws to the extent necessary to permit such
                  Group Company and its affairs to be regulated as provided in
                  this Agreement.


                                       19
<PAGE>

         20.6     Each of the obligations, representations, warranties and
                  undertakings set out in this Agreement which is not fully
                  performed at Completion will continue in force after
                  Completion.

         20.7     If any Subscriber sells or transfers its Shares at any time in
                  accordance with this Agreement and the Articles, the benefit
                  of each of the obligations, representations, warranties and/or
                  undertakings undertaken or given by the Company and the
                  Existing Shareholders may be assigned to the purchaser or
                  transferee of such Shares who may enforce them as if he had
                  been named in this Agreement as the transferor Subscriber and
                  the purchaser or transferee shall, as a condition of the sale
                  or transfer, undertake to each of the parties to this
                  Agreement in a form satisfactory to them to be bound by all
                  the obligations of the seller or transferor under this
                  Agreement.

         20.8     Save as provided otherwise, where any obligation,
                  representation, warranty or undertaking in this Agreement is
                  expressed to be made, undertaken or given by two or more
                  persons, such person shall be jointly and severally
                  responsible in respect of it.

         20.9     Time is of the essence in relation to this Agreement, both as
                  regards the dates and periods mentioned in this Agreement and
                  as regards any dates and periods which may be substituted for
                  them in accordance with this Agreement or by agreement in
                  writing between the parties.

         20.10    Each of the parties hereto agrees to use all best efforts to
                  ensure that the rights granted hereunder are effective and
                  that the respective parties hereto enjoy the benefits thereof.
                  Each of the parties hereto will not avoid or seek to avoid the
                  observance or performance of any of the terms to be performed
                  hereunder by the Company or Subsidiaries, as the case may be,
                  but will at all times in good faith assist in the carrying out
                  of all of the provisions of this Agreement and in the taking
                  of all such actions as may be necessary, appropriate or
                  reasonably requested by the other party(ies) in order to
                  protect the rights of such requesting party(ies) against
                  impairment

21       WHOLE AGREEMENT

         21.1     This Agreement and the documents referred to in it contain the
                  whole agreement between the parties relating to the
                  transactions contemplated by this Agreement and those
                  documents and supersede all previous agreements between the
                  parties relating to these transactions.


                                       20
<PAGE>

         21.2     Each of the parties acknowledges that, in agreeing to enter
                  into this Agreement, it has not relied on any representation,
                  warranty, collateral contract or other assurance (except those
                  set out in this Agreement and the documents referred to in it)
                  made by or on behalf of any other party before the signature
                  of this Agreement. Each of the parties waives all rights and
                  remedies which, but for this Sub-clause 21.2, might otherwise
                  be available to it in respect of any such representation,
                  warranty, collateral contract or other assurance, provided
                  that nothing in this Sub-clause 21.2 shall limit or exclude
                  any liability for fraud.

22       GOVERNING LAW

         22.1     This Agreement shall be governed by and construed under the
                  laws of the Hong Kong Special Administrative Region of the
                  Peoples' republic of China ("Hong Kong").



                                       21
<PAGE>


                                 SCHEDULE 1 (A)

                          THE CAPTABLE (PRE INVESTMENT)



                     NAME            NUMBER OF COMMON SHARES       OWNERSHIP (%)
[chinese]                                 310,000                     59.27
[chinese]                                  90,000                     17.21
Asia Pacific Technology Service Ltd.      123,000                     23.52


                                     ------------------------      -------------
Total                                     523,000                    100.0
                                     ========================      =============



                                       22
<PAGE>


<TABLE>

                                 SCHEDULE 1 (B)

                         THE CAPTABLE (POST INVESTMENT)

                    NAME              NUMBER OF               NUMBER OF         OWNERSHIP (%)
                                   PREFERENCE SHARES        COMMON SHARES
<S>                                     <C>                                        <C>
Comtech Group                           547,000                                    51.12
[chinese]                                                       310,000            28.97
[chinese]                                                        90,000             8.41
Asia Pacific Technology
  Service Ltd.                                                  123,000            11.50

                                   -----------------        --------------      --------------
Total                                   547,000                 523,000           100.0
                                   =================        ==============      ==============

</TABLE>



                                       23
<PAGE>



                                 SCHEDULE 2 (A)

                   PARTICULARS OF THE COMPANY (PRE INVESTMENT)

NAME:                                     Huameng Engineering Services Ltd.

REGISTERED OFFICE:                        PO Box 3140, Road Town, Tortola,
                                          British Virgin Islands

PLACE OF INCORPORATION:                   British Virgin Islands

DIRECTORS:                                [chinese]

AUTHORISED SHARE CAPITAL:                 Five Hundreds and Twenty Three
                                          Thousands (523,000) of common shares
                                          with par value of USD0.01 per share


SHAREHOLDERS NAME                 NUMBER OF COMMON SHARES         SHAREHOLDING %
[chinese]                                  310,000                     59.27
[chinese]                                   90,000                     17.21
Asia Pacific Technology Service Ltd.       123,000                     23.52

                                  -----------------------         --------------
                                           523,000                    100.0
                                  =======================         ==============



                                       24
<PAGE>



                             SCHEDULE 2 (A) (CONT')

                  PARTICULARS OF THE COMPANY (POST INVESTMENT)


NAME:                                    Huameng Engineering Services Ltd.

REGISTERED OFFICE:                       PO Box 3140, Road Town, Tortola,
                                         British Virgin Islands

PLACE OF INCORPORATION:                  British Virgin Islands

DIRECTORS:                               Kang Jing Wei Jeffrey, Chiu Bing Fu,
                                         Henry, Yi Huang, [chinese]

AUTHORISED SHARE CAPITAL:                One Million and Seventy Thousands
                                         (1,070,000) shares of stock, consisting
                                         of Five Hundreds and Forty Seven
                                         Thousand (547,000) shares of Series A
                                         Preferred Stock and Five Hundreds and
                                         Twenty Three Thousands (523,000) of
                                         Common Shares

<TABLE>
SHAREHOLDERS NAME                 NUMBER OF             NUMBER OF         SHAREHOLDING %
                              PREFERENCE SHARES       COMMON SHARES
<S>                                <C>                                        <C>
Comtech Group                      547,000                                    51.12
[chinese]                                                 310,000             28.97
[chinese]                                                  90,000              8.41
Asia Pacific Technology Service Ltd.                      123,000             11.50

                              -----------------       --------------      ---------------
                                   547,000                523,000            100.0
                              =================       ==============      ===============
</TABLE>



                                       25
<PAGE>



                                  SCHEDULE 2(B)

              PARTICULARS OF THE SUBSIDIARIES (PRE RE-ORGANISATION)


NAME:                            [chinese]
                                 Shenzhen Huameng Software Co. Ltd.

REGISTERED OFFICE:               [chinese]
                                 4/F, M-6 Building, Ma Que Ling Industrial
                                 Estate, High Tech Industrial Park, Nan Shan,
                                 Shenzhen, PRC

PLACE OF INCORPORATION:          [chinese], PRC

DIRECTORS:                       [chinese]

AUTHORISED SHARE CAPITAL:        RMB10,000,000

                                SHAREHOLDERS NAME                SHAREHOLDING %
                                 [chinese]                            25
                                 [chinese]                            56
                                 [chinese]                             9
                                 [chinese]                            10
                                                                 ---------------
                                                                     100
                                                                 ===============



                                       26
<PAGE>



                              SCHEDULE 2(B) (CON'T)


             PARTICULARS OF THE SUBSIDIARIES (POST RE-ORGANISATION)


NAME:                            [chinese]
                                 Shenzhen Huameng Software Co. Ltd.

REGISTERED OFFICE:               [chinese]
                                 4/F, M-6 Building, Ma Que Ling Industrial
                                 Estate, High Tech Industrial Park, Nan Shan,
                                 Shenzhen, PRC

PLACE OF INCORPORATION:          [chinese], PRC

DIRECTORS:                       [chinese] and Chiu Bing Fu, Henry

AUTHORISED SHARE CAPITAL:        RMB10,000,000


                                SHAREHOLDERS NAME                 SHAREHOLDING %
                         Huameng Engineering Services Ltd.            100

                                                                  --------------
                                                                      100
                                                                  ==============



                                       27
<PAGE>



                              SCHEDULE 2(B) (CON'T)

              PARTICULARS OF THE SUBSIDIARIES (PRE RE-ORGANISATION)


NAME:                            Oriental Intelligence Technologies Co., Limited

REGISTERED OFFICE:               Unit A, 6/F, Tak Shing Building, 92 Java Road,
                                 North Point, Hong Kong

PLACE OF INCORPORATION:          Hong Kong

DIRECTORS:                       [chinese]

AUTHORISED SHARE CAPITAL:        HKD10,000 divided into 10,000 shares of HKD1.00
                                 each


                                 SHAREHOLDERS NAME                SHAREHOLDING %
                                 [chinese]                              98
                                 [chinese]                               2
                                                                  --------------
                                                                       100
                                                                  ==============



                                       28
<PAGE>



                              SCHEDULE 2(B) (CON'T)

             PARTICULARS OF THE SUBSIDIARIES (POST RE-ORGANISATION)


NAME:                            Oriental Intelligence Technologies Co., Limited

REGISTERED OFFICE:               Unit A, 6/F, Tak Shing Building, 92 Java Road,
                                 North Point, Hong Kong

PLACE OF INCORPORATION:          Hong Kong

DIRECTORS:                       [chinese],  Henry Chiu

AUTHORISED SHARE CAPITAL:        HKD10,000 divided into 10,000 shares of HKD1.00
                                 each


                                 SHAREHOLDERS NAME               SHAREHOLDING %
                           Huameng Engineering Services Ltd.          100

                                                                 --------------
                                                                      100
                                                                 ==============





                                       29
<PAGE>



                                   SCHEDULE 3

                                   WARRANTIES

WARRANTIES BY THE COMPANY

1        AUTHORITY OF THE GROUP COMPANIES

         The Company has full power and authority to execute, deliver and
         perform this Agreement and all of the agreements, instruments and
         documents being or to be executed and delivered under this Agreement or
         in connection therewith ("ANCILLARY DOCUMENTS"). The execution,
         delivery and performance of this Agreement and the Ancillary Documents
         by each of the Group Companies (where applicable) have been duly
         authorised by all necessary corporate action on the part of the
         relevant Group Companies.

2        NO CONFLICT

         Neither the execution and delivery of this Agreement or the Ancillary
         Documents, by any of the Group Companies or the consummation of any of
         the transactions contemplated hereby or thereby nor compliance with or
         fulfilment of the terms, conditions and provisions hereof or thereof
         will:

         (a)      conflict with, result in a breach of the terms, conditions or
                  provisions of, or constitute a default, an event of default or
                  an event creating rights of acceleration, termination or
                  cancellation or a loss of rights under, or result in the
                  creation or imposition of any encumbrance upon any of the
                  assets or properties of any Group Company under (1) the
                  constitutional documents of any Group Company; (2) any
                  contractual obligation applicable to any Group Company; (3)
                  any court order applicable to any Group Company; or (4) any
                  requirements of law or regulation applicable to any Group
                  Company; or (4) any requirements of law or regulation
                  applicable to any Group Company and in each case, gives or
                  might give rise to a Material Adverse Effect; or

         (b)      require the approval, consent, authorisation or act of, or the
                  making by any Group Company of any declaration, filing or
                  registration with, any person.


                                       30
<PAGE>

3        ORGANISATION AND CAPITAL STRUCTURE OF COMPANY

         On completion of "Re-organisation", the Company will acquire 100%
         shareholding of [chinese] at a consideration of RMB6.8M. and Oriental
         Intelligence Technologies Co., Limited at a consideration of
         HKD765,000. The re-organisation shall have been completed in form and
         substance satisfactory to Comtech within 60 days after the signing of
         this agreement.

         Also, the Company shall delivery to the Subscriber of a certified copy
         of the resolutions of the Board and shareholders of the Company and all
         of its subsidiaries in approving the transfer of 100% shareholding from
         subsidiaries to the Company.

         The Company shall also delivery to the Subscribe of a certified copy of
         government approval in each jurisdiction region where the subsidiary to
         conduct business in respect of the legitimate of the nature of business
         activities and the shareholding structure of the subsidiaries.

3.1      The Company is a corporation duly organized and validly existing under
         the laws of British Virgin Islands. The Company has full power and
         authority to own [chinese] and Oriental Intelligence Technologies Co.,
         Limited directly and to otherwise carry on its business as currently
         conducted and as presently proposed to be conducted.

3.2      All particulars of the Company set out in Schedule 2 (A) are true and
         accurate. Except as disclosed in this Agreement, there are no
         agreements, arrangements, options, warrants, calls, rights or
         commitments of any character relating to the issuance, sale, purchase
         or redemption of any shares of capital stock of the Company. Except as
         set out in this Agreement, no person has any preemptive, stock purchase
         or other rights to acquire shares. All of the outstanding Common Shares
         are validly issued, fully paid and non-assessable and were not issued
         in violation of any pre-emptive or similar rights. The legal and
         beneficial ownership of the Common Shares are set out in Schedule 2
         (A).

3.3      True, complete and up-to-date copies of the constitutional documents of
         the Company, including without limitation its Articles, its register of
         stockholders, register of directors and register of charges, have been
         made available to the Subscribers.


                                       31
<PAGE>

4        ORGANISATION AND CAPITAL STRUCTURE OF SUBSIDIARIES

4.1      [chinese] will be re-organised to become a wholly owned subsidiary of
         the Company. It is duly incorporated and validly existing under the
         laws of the PRC. It has conducted its business and corporate affairs in
         accordance with its business license and with all applicable laws and
         regulations and has made the relevant payment of the registered capital
         in accordance with all applicable requirements. The existing
         organisation and capital structure of the subsidiary is exhibit on
         Schedule 2(B) hereto.

4.2      Oriental Intelligence Technologies Co., Limited will be re-organised to
         become a wholly owned subsidiary of the Company. It is duly
         incorporated and validly existing under the laws of the Hong Kong. It
         has conducted its business and corporate affairs in accordance with its
         business license and with all applicable laws and regulations and has
         made the relevant payment of the registered capital in accordance with
         all applicable requirements. The existing organisation and capital
         structure of the subsidiary is exhibit on Schedule 2(B) hereto.

4.3      The Company will incorporate a wholly owned subsidiary in Thailand and
         Malaysia on or before 31 January 2005. They are duly incorporated and
         validly existing under the laws of Thailand and Malaysia. It has
         conducted its business and corporate affairs in accordance with its
         business license and with all applicable laws and regulations and has
         made the relevant payment of the registered capital in accordance with
         all applicable requirements.

5        THE SERIES A PREFERRED SHARES

         The Series A Preferred Shares and the Common Shares issuable upon
         conversion of the Series A Preferred Shares ("CONVERSION SHARES") to be
         issued have been or will have been prior to Completion duly and validly
         authorised for issuance under the laws of the British Virgin Islands,
         and in accordance with the Articles of the Company. The Series A
         Preferred Shares when issued and delivered by the Company against
         payment in full of the consideration set out in this Agreement will be
         duly and validly issued and fully paid and non-assessable and will rank
         PARI PASSU in all respects with each other and will have attached to
         them the rights and benefits specified in the Articles and save as
         provided in this Agreement and the Articles will not be subject to any
         pre-emptive or other binder rights in relation to their transfer, will
         be free from any lien, charge, encumbrance or other security interest
         or third party rights or interests. The Conversion Shares when issued
         and delivered by the Company against delivery of the Series A Preferred
         Shares being converted, will be duly and validly issued and fully paid
         and non-assessable and will rank PARI PASSU in all respects with the
         other Common Shares then in issue and will not be subject to any
         pre-emptive or other similar rights in relation to their transfer, will
         be free from any lien, charge, encumbrance or other security interest
         or third party rights or interests.


                                       32
<PAGE>

6        SUBSIDIARIES AND INVESTMENTS

         The Company does not have any directly or indirectly-owned subsidiaries
         apart from [chinese] and Oriental Intelligence Technologies Co.,
         Limited nor does it directly or indirectly, own any outstanding voting
         securities or other equity interests in or control any corporation,
         limited liability company, partnership, trust, joint venture or other
         entity apart from shares or equity interest in [chinese] and Oriental
         Intelligence Technologies Co., Limited.

7        INFORMATION SUPPLIED

         The Company has provided each Subscriber with all the information
         reasonably available to it without undue expense that such Subscriber
         has requested for deciding whether to purchase the Shares and all
         information that the Company reasonably believes is necessary to enable
         such Investor to make such decision. Neither this Agreement nor any
         other agreements, written statements or certificates made or delivered
         in connection herewith contains any untrue statement of a material fact
         or omits to state a material fact necessary to make the statements
         herein or therein not misleading.

8        NO UNDISCLOSED LIABILITIES

         To the knowledge and information of the Company after having made all
         reasonable enquiries, except for liabilities incurred in the ordinary
         course of business of the Group Companies and up to an aggregate amount
         not exceeding US$100,000, none of the Group Companies is subject to any
         liability.


                                       33
<PAGE>

9        AVAILABILITY OF ASSETS

         The assets owned, leased or licensed by the Group Companies constitute
         all assets and properties necessary for the operation of their
         respective businesses as presently conducted.

10       REAL PROPERTY

         None of the Group Companies own any real property.

11       INTELLECTUAL PROPERTY

11.1     Each Group Company either (i) owns the entire right, title and interest
         in and to all Intellectual Property and software included in its assets
         and properties that are used in their respective businesses, free and
         clear of any encumbrance, or (ii) has the perpetual, royalty-free right
         to use the same in their respective businesses.

11.2     To the knowledge and information of the Company after having made all
         reasonable enquiries, no claim of any infringement of any Intellectual
         Property of any other person has been received or intimated in respect
         of the operations of the respective businesses of the Group Companies;
         and no proceedings are pending or threatened which challenge the
         validity, ownership or use of any intellectual property owned by the
         Group Companies.

11.3     There are no outstanding options, licenses, or agreements of any kind
         granted by the Company relating to its Intellectual Property, nor is
         the Company bound by or a party to any options, licenses or agreements
         of any kind with respect to the Intellectual Property of any other
         person or entity, except, in either case, for standard end-user
         agreements with respect to commercially readily available Intellectual
         Property such as "off the shelf" computer software.

11.4     The Company is not aware that any of its officers or employees is
         obliged under any contract (including licenses, covenants or
         commitments of any nature) or other agreement, or subject to any
         judgment, decree or order of any court of administrative agency, that
         would interfere with the use of his or her best efforts to promote the
         interests of the Company or that would conflict with the Group's
         business as proposed to be conducted or that would prevent such
         officers or employees from assigning to the Group inventions conceived
         or reduced to practice in connection with services rendered to the
         Group. Neither the execution nor delivery of this Agreement, the
         Confidentiality and Non-Competition Agreement, the Registration Rights
         Agreement nor the carrying on of the Group's business by the employees
         of the Group will, to the best of the Company's knowledge, conflict
         with or result in a breach of the terms, conditions or provisions of,
         or constitute a default under, any contract, covenant, or instrument
         under which any of such employees is now obligated. The Company does
         not believe it is or will be necessary to utilize any inventions of any
         of its employees (or people it currently intends to hire) made prior to
         or outside the scope of their employment by the Company.


                                       34
<PAGE>

12       EMPLOYEES AND RELATED PARTY TRANSACTIONS

12.1     There is no existing or threatened or pending industrial dispute
         involving any Group Company and any of its employees and there is no
         arrangement between any Group Company and any trade union or
         organisation representing any such employees.

12.2     There are no outstanding payments or benefits (actual or contingent) of
         any kind due to any present or former directors or the employees of the
         Group including compensation and arrears due, incentives, benefits or
         bonuses which remain unpaid and which will not have been settled as at
         Completion other than remuneration accrued due or for reimbursement of
         business expenses.

12.3     There are no existing service or other agreements or contracts between
         any Group Company and any directors or executive or employees which
         cannot be fairly terminated by three calendar months' notice or less
         without giving rise to any claim for damages or compensation and the
         Group has complied in all material respects with all its obligations
         under all ordinances and regulations, codes, orders, awards and
         agreements in connection with its employees.

12.4     No former employee of the Group has a claim for compensation, wrongful
         dismissal or for unfair dismissal or to a redundancy or long service
         payment from the Group.

12.5     To the best of the Company's knowledge, no employee, officer,
         stockholder or director of the Company or member of his of her
         immediate family has any direct or indirect ownership interest in any
         firm or corporation with which the Company is affiliated or with which
         the Company has a business relationship, or any firm or corporation
         that competes with the Company, except that employees, stockholders,
         officers, or directors of the Company and members of their immediate
         families may own stock in publicly traded companies that may compete
         with the Company. To the best of the Company's knowledge, no officer,
         director, or stockholder or any member of their immediate families is,
         directly or indirectly, interested in any material contract with the
         Company (other than such contracts as relate to any such person's
         ownership of capital stock or the securities of the Company).


                                       35
<PAGE>

13       CONTRACTS

         The Company is not a party to or bound by any of the following types of
         contracts, agreements and instruments:

         (a)      any contract, agreement, commitment, understanding or
                  instrument which is Material and not entered into in the
                  ordinary course of business; and

         (b)      any contract, agreement, commitment, undertaking or instrument
                  with a Shareholder or an Affiliate of any Shareholder or any
                  of the directors of the Company regardless of whether any such
                  contract is entered into by any Group Company in its ordinary
                  course of business and whether or not on arms-length basis,

         involving an aggregate consideration of over US$50,000 (for all of the
         Group Companies together).

14       NO LITIGATION OR REGULATORY ACTION AND NO INSOLVENCY

14.1     There are no lawsuits, claims, suits, proceedings or investigations
         pending or (to the knowledge of the Company after having made all
         reasonable enquiries) threatened against or affecting any Group Company
         or any of the directors of the Company, and there are no lawsuits,
         suits or proceedings pending in which any Group Company or any of the
         directors of any Group Company is the plaintiff or claimant.

14.2     No liquidation, provisional liquidator, receiver or other person
         carrying out any similar function has been appointed anywhere in the
         world in respect of the whole or any part of the assets or undertaking
         of any Group Company and no appointment of like or similar persons
         (including trustee in bankruptcy) have been appointed in respect of the
         whole or any part of the assets of any of the directors of any Group
         Company.

14.3     True and complete copies of the minute books of all the Group Companies
         have been made available to the Subscribers. Such minute books contain
         true and complete records of all meetings and other corporate action
         taken by the board of directors and shareholders of each Group Company.


                                       36
<PAGE>

15       INSURANCE

         None of the Group Companies have taken out any insurance cover in
         respect of its business, assets and undertaking.

16       ACCOUNTS AND MANAGEMENT ACCOUNTS

16.1     The Accounts:

         (a)      have been prepared in accordance with the requirements of
                  relevant legislation and regulation and on a consistent basis
                  (without changes in the policies of accounting);

         (b)      show, in all material respects, a true and fair view of the
                  assets, liabilities, capital commitments and the state of
                  affairs of the Company as at 30 November 2005 and of the
                  profits or losses of the Company for the period concerned;

         (c)      contain either provisions adequate to cover, or full
                  particular in notes, of all Material Taxation (including
                  deferred Taxation) and other Material liabilities of the
                  Company as at 30 November 2005 ; and

         (d)      are not affected by any unusual or non-recurring items.

16.2     POSITION SINCE 30 NOVEMBER 2005 ("LAST ACCOUNTS DATE")

         (a)      Since the Last Accounts Date and compared to the Accounts,
                  there has been no material adverse change in the financial or
                  trading position or any Group Company and no event, fact or
                  matter has occurred which is likely to give rise to any such
                  change.

         (b)      Since the Last Accounts Date and compared to the Accounts:

                  (i)      the business of each Group Company has been carried
                           on in the ordinary and usual course and no Group
                           Company has made or agreed to make any payment other
                           than routine payments in the ordinary and usual
                           course of trading;

                  (ii)     no dividend or other distribution has been declared,
                           paid or made by any Group Companies;


                                       37
<PAGE>

                  (iii)    there has been no material change in the level of
                           borrowing or in the working capital requirements of
                           any Group Company;

                  (iv)     save in the ordinary course of business, no debtor
                           has been released by any Group Company on terms that
                           it pays less than the book value of its debt and no
                           material debt owing to any Group Company has been
                           deferred, subordinated or written off or has proved
                           to any extent irrecoverable;

                  (v)      no change has been made in terms of employment and
                           any benefits in kind payable to employees and other
                           employment related matters by any Group Company
                           (other than those required by law) which could
                           materially increase the total costs attributable to
                           employment and employee benefits of the Group
                           Companies;

                  (vi)     no resolution of the members of any Group Company has
                           been passed whether in general meeting or otherwise.

16.3     ACCOUNTING AND OTHER RECORDS

         (a)      The books of account and records of each Group Company are
                  up-to-date, complete and accurate and have been maintained in
                  accordance with all applicable laws and generally accepted
                  accounting practices on a proper and consistent basis.

         (b)      All accounts, documents and returns required by law to be
                  delivered or made by any Group Company to any government
                  authority or regulatory body or any other authority have been
                  duly and correctly delivered or made.

16.4     All shareholders of the subsidiaries exhibit on Schedule 2(B) hereto
         collectively waive all interests in the Subsidiaries operating results
         with effective from 1 December 2005 and all of them are holding their
         shares as a trustee of the Company with effective from 1 December 2005
         until the completion of the re-organisation.


                                       38
<PAGE>

17       TAXATION

17.1     Each of the Group Companies has filed on or before the date hereof (or
         will timely file) all tax returns which are required to be filed on or
         before the date hereof.

17.2     All such tax returns are (or will be) complete and accurate in all
         material respects and disclose all Taxation required to be paid by each
         of the Group Companies for the periods covered thereby and all Taxation
         shown to be due on such tax returns have been (or will be) timely paid.

17.3     All Taxation (whether or not shown on any tax return) owed by each of
         the Group Companies and required to be paid on or before Completion
         have been (or will be) timely paid or, in the case of Taxation which
         any Group Company is presently contesting in good faith, the relevant
         Group Company has established an adequate reserve for such Taxation in
         the Accounts.

17.4     None of the Group Companies has waived any statute of limitations in
         respect of any Taxation or agreed to any extension of time with respect
         to a tax assessment or deficiency.

17.5     There is no action, suit, investigation, audit, claim or assessment
         pending or proposed or, to the knowledge and information of the
         Company, threatened with respect to Taxation in any Group Company.

17.6     All tax sharing arrangements and tax indemnity arrangements will
         terminate prior to Completion and none of the Group Companies will have
         any liability thereunder on or after Completion.

17.7     There are no liens for Taxation upon the assets of any Group Company
         except liens relating to current Taxation not yet due.

17.8     All Material Taxation which any Group Company is required by law to
         withhold or to collect for payment have been duly withheld and
         collected, and have been paid or accrued, reserved against and entered
         on the books of the relevant Group Company.


                                       39
<PAGE>

18       GOVERNMENTAL APPROVALS

18.1     Each of the Group Companies owns, holds or possesses all licenses,
         franchises, permits, privileges, immunities, approvals and other
         authorizations from all relevant governmental authorities in any
         jurisdiction which are necessary to entitle it to own or lease, operate
         and use its assets and to carry on and conduct their respective
         businesses substantially as currently conducted (herein collectively
         called "GOVERNMENTAL APPROVALS").

18.2     Each Group Company has fulfilled and performed its obligations under
         each of such Governmental Approvals. No notice of cancellation, of
         default or of any dispute concerning any Governmental Approval as has
         been received by any of the Group Companies. There are no circumstances
         which indicate that any of the Government Approvals will or are likely
         to be revoked or not renewed, in whole or in part.

18.3     Each of the Governmental Approvals is valid, subsisting and in full
         force and effect and will continue to be in full force and effect
         immediately after Completion, in each case without the occurrence of
         any breach, default or forfeiture of rights thereunder, or the consent,
         approval, or act of, or the making of any filing with, any governmental
         authority.

19       EMPLOYEE BENEFIT PLANS

19.1     To the knowledge and information of the Company, there are no pension,
         provident, superannuation or retirement benefit funds, schemes or
         arrangements under which a Group Company is obliged to provide to any
         of its employees, officers or directors retirement benefits of any
         kind.

19.2     There are no plans, agreements or arrangements under which a Group
         Company provides medical insurance benefits or disability benefits to
         its employees.

20       LABOUR UNIONS

         None of the Group Companies is bound by or subject to any contract,
         commitment or arrangement with any labour union, and, to the Company's
         knowledge, no labour union has requested, sought or attempted to
         represent any employees, representatives or agents of the Group
         Companies. There is no strike or other labour dispute involving the
         Group Companies pending nor, to the Company's knowledge, threatened,
         nor is the Company aware of any labour organisation activity involving
         its employees, and the Company is not aware of any existing or imminent
         labour disturbance by the employees of any of its principal suppliers,
         manufacturers, customers or contractors.


                                       40
<PAGE>

21       NO VIOLATION

21.1     Each Group Company has, to its knowledge, complied with all
         requirements of laws, rules and regulations and court orders (if any)
         which are applicable to its assets, operations, employees and/or
         businesses.

21.2     Each Group Company is not in violation or default of any provision of
         its articles of association, or in any material respect of any
         instrument, judgment, order, writ, decree or contract to which it is a
         party or by which it is bound, or to the best of its knowledge, of any
         provision of any federal, central or state, municipal or provincial
         statue, rule or regulation applicable to any of the Group Companies.



                                       41
<PAGE>


                                   SCHEDULE 4

                                RESERVED MATTERS

1        Any amendment or change of the rights, preferences, privileges or
         powers of, or the restrictions provided for the benefit of the holders
         of the Series A Preferred Shares.

2        Any action that authorised, created or issued any class of the
         Company's securities having preferences superior to or on a parity with
         the Series A Preferred Shares or any other securities of the Company.

3        Any action that reclassified any outstanding shares into shares having
         preferences or priority as to dividends or assets senior to or on a
         parity with the preference of the Series A Preferred Shares.

4        Any action that repurchases, redeems or retires any of the Company's
         voting shares other than pursuant to contractual rights to repurchase
         Common Shares or Preferred Shares by employees, directors or
         consultants of the Company or its subsidiaries upon termination of
         their employment or services or pursuant to the exercise of a
         contractual right of first refusal held by the Company.

5        Any material amendment of the Company's constitutional documents that
         adversely affects the rights of the Series A Preferred Shares.

6        Consolidation or merger with or into any other business entity (other
         than a wholly owned subsidiary) or the sale of all or substantially all
         the Company's assets or disposal of more than fifty per cent (50%) of
         the voting power of the Company by means of any transaction or series
         of related transactions.

7        The liquidation or dissolution of the Company.

8        The declaration or payment of a dividend on the Common Shares.

9        Incurrence of indebtedness in excess of US$100,000.

10       Any loans by the Company to any director, officer or employee.

11       The purchase or lease by the Company of any asset valued in excess of
         US$50,000.

12       The purchase by the Company of any securities of any other company in
         excess of US$100,000 in a twelve (12) month period.


                                       42
<PAGE>

13       The increase in compensation of any of the five (5) most highly
         compensated employees of the Company and/or any of the Company's
         subsidiaries by more than 15% in a twelve (12) month period.

14       Any transaction or series of transactions between the Company and any
         holder of Common Shares, director, office or employee of the Company
         and any director, officer or employee of the Company's subsidiaries
         that is not in the ordinary course of business or for which the
         aggregate value exceeds US$25,000.

15       Other than in the ordinary course of business, any transaction that
         result in a pledge of any assets of the security interest, lien or
         other encumbrances or any assets of, or the Company.

16       Any material change in the Company's business plan.

17       The appointment by the Company of any directors of any of its
         subsidiaries.

18       The hiring of any management member or consultants with annual
         remuneration over US$80,000.

19       Directly or indirectly transfer or pledge any economic interest in any
         of its Subsidiaries or their respective businesses.

20       Cause or permit any of its Subsidiaries to take any of the following
         actions:

20.1     any amendment to such Subsidiary's Articles of Association or other
         constitutional document;

20.2     any liquidation, termination or dissolution of such Subsidiary;

20.3     any change in the capital structure of such Subsidiary, either by
         increase or decrease of its registered capital or issuance of stock or
         otherwise;

20.4     any sale of substantially all the assets of such Subsidiary or
         reorganization, merger or consolidation of such Subsidiary with any
         other economic organization; or

20.5     any change in the business scope or plan of such Subsidiary.



                                       43
<PAGE>


                                   SCHEDULE 5

                             CONTINUING OBLIGATIONS

1        BUSINESS PLAN

         The Company shall provide each Shareholder holding at least 5%
         shareholding of Series A Preferred Shares with a business plan
         including marketing, development, management and financial programs and
         an annual budget for the next financial year of the Company which it
         shall submit to the Shareholder (in the case of the business plan for
         the year commencing on 1 January 2006 within 30 days from Completion
         and in the case of the business plans for each subsequent year not less
         than 30 days before the commencement of each such subsequent year).

2        INFORMATION

         The Company shall provide holder of Series A Preferred Shares with:

         (a)      monthly accounts and progress reports within 30 days after the
                  end of each month which shall include a profits and loss
                  account, a balance sheet, a cashflow statement and a summary
                  of the business and developments of the Group;

         (b)      quarterly accounts of the Company and each of its subsidiaries
                  within 45 days after the end of each fiscal quarter;

         (c)      consolidated audited annual accounts of the Company and each
                  of its subsidiaries within 90 days after the end of each
                  fiscal year, which shall have been audited by a independent
                  public accountant firm nominated by Comtech;

         (d)      an annual budget and a revision within 30 days prior to the
                  end of each half fiscal year;

         (e)      such further information as each holder of Series A Preferred
                  Shares may from time to time reasonably require as to all
                  matters relating to the businesses or affairs or the financial
                  position of the Group Companies;


                                       44
<PAGE>

3        INSPECTION RIGHTS

3.1      Holders of at least 100,000 Series A Preferred Shares shall have
         standard inspection rights of the facilities of the Company and any of
         its subsidiaries, including, without limitation, discussing the
         business, operations and conditions of the Company and any subsidiaries
         with its directors, officers, employees, accountants, legal counsel and
         investment bankers.

3.2      These information and inspection rights described in Clauses 1, 2 and 3
         shall terminate upon a Qualifying IPO.

3.3      Following an initial public offering, the Company shall deliver to each
         holder of Series A Preferred Shares or Common Shares issued upon
         conversion of Series A Preferred Shares, promptly after filing, copies
         of the Company's annual reports, interim reports and/or quarterly
         reports to shareholders and all other filings required to be made with
         the SEC or other relevant securities exchange, regulatory authority or
         governmental agency.

4        BOARD MEETINGS

         The Company shall procure that meetings of the directors of Group
         Companies are held at least every six (6) months and that a notice of
         each such meeting, an agenda of the business to be transacted at the
         meeting and all papers to be circulated at or presented to the meeting
         are sent to all directors entitled to receive notice of the meeting and
         to each Shareholder at least seven days before the meeting and a copy
         of the minutes of the meeting are sent to such persons within seven
         days after the meeting.

5        ACCOUNTING RECORDS

         Each Group Company shall maintain accurate and complete accounting and
         other financial records and shall procure that such accounting records
         are, during normal business hours, available for inspection by each
         Shareholder or its authorised representatives.

6        CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

6.1      The Company shall ensure that each key officer and employee of the
         Company and its subsidiaries shall enter into a confidentiality and
         non-competition agreement.

6.2      The Company shall use its best efforts to procure that the remainder of
         its and its subsidiaries' employees and officers enter into such an
         agreement.



                                       45
<PAGE>

6.3      The form of such an agreement shall be subject to the approval of the
         Subscribers.

6.4      The Company will use its best efforts to prevent any violation of the
         Confidentiality and Non-Competition Agreement by the employees.




                                       46
<PAGE>


                                   SCHEDULE 6

              TERMS AND CONDITIONS OF THE SERIES A PREFERRED SHARES

The Series A Preferred Shares shall bear the following terms and conditions:

1        DIVIDENDS

1.1      No dividend, whether in cash, in property or in shares of the capital
         of the Company, shall be paid on any other class or series of shares of
         the Company unless and until a dividend in like amount is first paid in
         full on the Series A Preferred Shares (on an as-converted basis).

1.2      The holders of Series A Preferred Shares shall be entitled to
         participate fully in any non-cash distributions declared by the Board,
         on an as-converted basis.

2        LIQUIDATION, DISSOLUTION OR WINDING UP

2.1      In the event of the liquidation, dissolution or winding up or other
         return of capital of the Company, the holders of Series A Preferred
         Shares shall be entitled to receive out of the assets of the Company
         available for distribution to members in preference to holders of
         Common Shares or any other class or series of shares an amount per
         Series A Preferred Share equal to USD4.57 (the "PREFERENCE AMOUNT").
         The remaining assets legally available for distribution, if any, shall
         be distributed to the holders of Common Shares and Series A Preferred
         Shares pro rata on an as-converted basis.

2.2      Any merger, acquisition or other transaction in which control of the
         Company is transferred shall be deemed for these purposes to be a
         liquidation. Any merger or consolidation of the Company in which its
         shareholders do not retain a majority of the voting power in the
         surviving entity, or a sale of all or substantially all the Company's
         assets, would each be deemed a liquidation, dissolution or winding up
         of the Company.

3        REDEMPTION

         Subject to any applicable legal restrictions on the Company's
         redemption of its share capital, beginning on a date five years from
         Completion, the holders of a majority of the then outstanding Series A
         Preferred Shares may require the Company to redeem all of the
         outstanding Series A Preferred Shares. The redemption price for each
         Series A Preferred Share shall be USD4.57 (the "REDEMPTION PRICE"). The
         Redemption Price shall be proportionally adjusted for share splits,
         share dividends, recapitalizations and the like. If on the redemption
         date, the number of Series A Preferred Shares that may be legally
         redeemed by the Company, is less than the number of such Series A
         Preferred Shares to be redeemed, then such excess number of Series A
         Preferred Shares shall be carried forward and redeemed as soon as the
         Company has legally available funds therefor.


                                       47
<PAGE>

4        VOTING AT GENERAL MEETINGS

         Holders of Series A Preferred Shares shall have the right to receive
         notice of general meetings of the Company and to attend, speak or vote
         at any general meeting of the Company. Each Series A Preferred Share
         shall have that number of votes equal to the number of Common Shares
         which would then be issuable upon conversion of such Series A Preferred
         Shares.

         The holders of Series A Preferred Shares shall generally vote together
         with the holders of Common Shares and not as a separate class, except
         as provided in Schedule 4 under the heading Reserved Matters.

5        CONVERSION

5.1      Holders of Series A Preferred Shares shall have the right to convert
         the Series A Preferred Shares, at any time after Completion, into
         Common Shares. The initial conversion rate shall be 1:1, subject to
         adjustments provided below.

5.2      Each Series A Preferred Share shall automatically be converted into
         Common Shares, at the then applicable conversion rate, upon the closing
         of a Qualifying IPO or upon the consent of more than two-thirds of the
         holders of Series A Preferred Shares.

5.3      If and whenever the Company shall subdivide its outstanding share
         capital into a greater number of Common Shares or consolidate its
         outstanding share capital into a smaller number of Common Shares, the
         rate of conversion shall be adjusted proportionately so that holders of
         Series A Preferred Shares shall thereafter be entitled to receive upon
         conversion of the Series A Preferred Shares the number of Common Shares
         to which a holder of the number of Common Shares delivered upon
         conversion of the Series A Preferred Shares held by such holder would
         have been entitled on such subdivision or consolidation.


                                       48
<PAGE>

5.4      The holders of Series A Preferred Shares shall give notice in writing
         to the Company setting out proposed adjustments to the conversion rate.
         If the Company disagrees with the adjustment proposed by the holders of
         Series A Preferred Shares, the parties shall procure that the auditors
         of the Company for the time being determine as soon as practicable what
         adjustment, if any, to the conversion rate is appropriate. If either
         party disputes on the determination by the auditor, either party may
         refer the question of what adjustment, if any, to the conversion rate
         is appropriate, to an independent investment bank of international
         repute to be appointed by, and at the cost and expense of the Company
         (the Company and the holders of Series A Preferred Shares having agreed
         the identity of such investment bank or in default of agreement, the
         investment bank having been selected by the holders of Series A
         Preferred Shares) which investment bank shall make a determination
         within twenty one (21) days after its appointment. The decision of the
         investment bank shall (save for any manifest error) be final and
         binding on the parties.

6        ANTI-DILUTION

6.1      Subject to paragraph 6.2 below, the conversion ratio of the Series A
         Preferred Shares will be subject to adjustment for issuances of any
         securities of the Company at a purchase price less than 200% of the
         then effective conversion price for the Series A Shares such that the
         conversion price shall be adjusted to equal 50% of the purchase price
         of such newly issued shares or USD2.29 per Share, whichever is higher.
         Holders of more than two-thirds of the Series A Preferred Shares may
         elect to waive the anti-dilution adjustments set forth in this
         paragraph 6.1. The conversion ratio will also be subject to
         proportional adjustment for stock splits, stock dividends,
         recapitalisation and the like.

6.2      The Board shall have the right to issue shares to employees, officers,
         Directors and consultants pursuant to share purchase or share option
         plans or agreements or other incentive share arrangements approved by
         the Board provided that the total shares issued under such share option
         plan and/or share option agreements shall not at any time exceed 20 per
         cent. of all outstanding shares of the Company on a fully-diluted basis
         immediately subsequent to the completion of the financing contemplated
         hereby.


                                       49
<PAGE>

This Agreement was signed by the parties on the date first written above.


SIGNED by                                                )
for and on behalf of                                     )
COMTECH GROUP                                            )
in the presence of:


SIGNED by                                                )
for and on behalf of                                     )
HUAMENG ENGINEERING SERVICES LTD.                        )
in the presence of:


SIGNED by                                                )
for and on behalf of                                     )
ASIA PACIFIC TECHNOLOGY SERVICE LTD.                     )
in the presence of:


SIGNED by                                                )
for and on behalf of                                     )
[chinese]                                                )
in the presence of:


SIGNED by                                                )
for and on behalf of                                     )
[chinese]                                                )
in the presence of:



                                       50
<PAGE>

SIGNED by                                                )
for and on behalf of                                     )
[chinese]                                                )
in the presence of:


SIGNED by                                                )
for and on behalf of                                     )
ORIENTAL INTELLIGENCE TECHNOLOGIES CO., LIMITED          )
in the presence of:


SIGNED by                                                )
for and on behalf of                                     )
[chinese]                                                )
in the presence of:


SIGNED by                                                )
for and on behalf of                                     )
[chinese]                                                )
in the presence of:


SIGNED by                                                )
for and on behalf of                                     )
[chinese]                                                )
in the presence of:


SIGNED by                                                )
for and on behalf of                                     )
[chinese]                                                )
in the presence of:




                                       51