chtl_10k-ex1005.htm


    EXHIBIT
10.5

     

     

    


    
      	
              Framework
      Agreement

            


    

    


    This
document contains confidential and proprietary information of Trussnet USA, Inc.
and is not

    be
disclosed, reviewed or used, except with the express written consent of
Trussnet.

     

    
      	
               

            	
               

            	
               

            


    

    
      
        
        

      

      
        Page 1 of
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              Framework
      Agreement

            


    

    


    
      	 
      	
              THIS FRAMEWORK AGREEMENT
      (this “Framework Agreement”) is dated 7th April 2008 and made
      between:

            
	 
      	 
      
	
              1

            	
              Trussnet USA, Inc.
      (“Trussnet”), a company incorporated under the laws of Nevada, USA;
      and

            
	 
      	 
      
	
              2

            	
              CECT-Chinacomm Communications
      Co., Ltd. (‘‘Chinacomm”), a company incorporated under the laws of
      the People’s Republic of China.

            
	 
      	 
      
	 
      	
              Trussnet
      and at-Malcolm are each hereinafter referred to individually as a “Party"
      or collectively as “Parties”.

            
	 	 
	 	Background 


    

     

    
      	
              1

            	
              Trussnet
      is in the business of designing, developing, operating and maintaining
      wireless communications facilities globally. Chinacomm is the major holder
      of a 3.5G Hz spectrum licenses (“3.5 G Licenses”) from
      the Ministry of Information Industry of China and desires to deploy 3.5
      GHz wireless broadband operation in 2 cities throughout
    China.

            
	 
      	 
      
	
              2

            	
              By
      an agreement dated l November 2007 (“Initial Agreement”)
      and made between the Parties, Trussnet: agrees to provide financial and
      professional assistance to Chinacomm for building and operating such 3.5 G
      Hz wireless broadband in 29 cities throughout China.

            
	 
      	 
      
	
              3

            	
              In
      accordance with the Initial Agreement, Trussnet may purchase up to 49%
      equity interests of
      Chinacomm.

            
	 
      	 
      
	
              4

            	
              To
      facilitate Chinacomm’s future financing plan, the Parties have agreed to
      jointly set up a wholy foreign owned company in China (“WOFIE”) (as defined
      below) with 49% equity interests owned indirectly by Trussnet and .51%
      equity interests owned indirectly by Chinacomm’s shareholders, WOFIE will
      enters series of exclusive agreements with Chinacormm in connection with
      the construction, operation and maintenance of such 3.5 G Hz wireless
      broadband in 29 cities throughout China.

            
	 
      	 
      
	
              5

            	
              Therefore,
      the Parties have agreed to enter into this Framework Agreement as an
      Addendum to. the Initial Agreement

            
	 	 
	 	Definitions 


    

    


    
      	 
      	
              The
      following capitalized terms used herein shall have the following
      meanings:

            
	 
      	 
      
	 
      	
              “Chinacomm Cayman” means
      Chinacomm Limited, a company incorporated under the laws of Cayman Islands
      and owned by two companies incorporated under the laws of British Virgin
      Islands both owned by Ms. Mang Sin, who is a Hong Kong
      resident:

            
	 
      	 
      
	 
      	
              “Chinacomm HK” means a
      company to be incorporated under the laws of Hong Kong and wholly owned by
      Chinacomm Cayman;

            


    

    


    This
document contains confidential and proprietary information of Trussnet USA, Inc.
and is

    not
be disclosed, reviewed or used, except with the express written consent of
Trussnet.

    


    
      	
               

            	
               

            	
               

            


    

    
      
        
        

      

      
        Page 2 of
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              Framework
      Agreement

            


    

    


    
      	 
      	
              “Gulfstream” means
      Gulfstream Limited, a company incorporated under the laws of Hong Kong and
      owned by Trussnet;

            
	 
      	 
      
	 
      	
              “WOFIE” means a wholly
      owned foreign invested enterprise to be incorporated under the laws China
      and wholly owned by Chinacomm HK.

            
	 
      	 
      
	 
      	
              “Trussnet WOFIE” means a
      company incorporated or to be incorporated under the laws of China and
      owned directly or indirectly by Trussnet;

            
	 
      	 
      
	 
      	
              “Nortel” means Nortel
      Networks (China) Limited.

            
	 
      	 
      
	 
      	
              Both
      Parities agree as follows:

            
	 
      	 
      
	 
      	
              Article 1. Proposed
      Transaction Structure

            


    

     

                            [INSERT
ORG. CHART]

    


    
      	
              a

            	
              Gulfstream
      will sign an investment agreement with Chinacomm Cayman and its owner(s)
      (“Investment
      Agreement”), by which Gulfstream will invest USD196,000,000.00
      (“Acquisition
      Price”) to acquire 49% equity interests of Chinacomm
      Cayman.

            


    

    


    This
document contains confidential and proprietary information of Trussnet USA, Inc.
and is

     not
be disclosed, reviewed or used, except with the express written consent of
Trussnet.

    


    
      	
               

            	
               

            	
               

            


    

    
      
        
        

      

      
        Page 3 of
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              Framework
      Agreement

            


    

    


    
      	
              b

            	
              Chinacomm
      Cayman will set up Chinacomm HK in Hong Kong, and then Chinacomm HK will
      set up WOFIE in China. The board of directors of WOFIE shall be appointed
      by both Parties in accordance with the percentage of the shareholdings of
      each shareholder of Chinacomm Cayman. The composition of the board of
      directors of Chinacomm Cayman, Chinacomm HK and WOFIE shall be identical.
      Each of the Parties shall appoint one person as bank signatory of
      Chinacomm Cayman, Chinacomm HK and WOFIE after the First Payment has been
      paid to Chinacomm Cayman.

            
	 
      	 
      
	
              c

            	
              Trussnet
      or Trussnet WOFIE will provide to WOFIE the relevant professional services
      and will enter into services agreements with WOFIE in connection with the
      operation and maintenance of 3.5G Hz wireless broadband and WOFIE shall
      pay the relevant service fees to Trussnet in accordance with such services
      agreements. Such service fees may be paid by Chinacomm Cayman for WOFIE in
      any lawful way. Such services agreements should be exclusive and WOFIE
      will not enter any similar agreements with any other parties, unless
      agreed by Trussnet.

            
	 
      	 
      
	
              d

            	
              WOFIE
      will provide to Chinacomm the relevant professional services and will
      enter into services agreements with Chinacomm in connection with the
      operation and maintenance of 3.5G Hz wireless broadband and Chinacomm
      shall pay the relevant service fees to WOFIE in accordance with the such
      services agreements. Such services agreements should be exclusive and
      Chinacomm will not enter any similar agreements with any other parties,
      unless agreed by Trussnet.

            
	 
      	 
      
	
              e

            	
              Trussnet
      and WOFIE will have priority to purchase from Nortel (or other
      manufactures of which the products arc recognized by Nortel) the necessary
      equipments required by Chinacomm for the construction and operation of
      3.5G Hz wireless broadband network after Trussnet has received the
      documents listed in Article2 (b) below and sign lease agreement with WOFIE
      (“Lease Agreements”), by which
      Trussnet will lease such equipments to WOFTE. Such equipments expenditure
      shall not exceed USD50,000,000.00. Such equipments will be transferred to
      WOFIE at USD1.00 of the transfer price when Chinacomm Cayman goes to
      listing in stock exchange.

            
	 
      	 
      
	
              f

            	
              The
      WOFIE will sub-lease the same equipments to Chinacomm. WOFIE and
      Chinacomm. shall enter into a sub-lease agreement (“Sub-Lease
      Agreements”), by which Chinacomm shall pay rental to
      WOFIE.

            
	 
      	 
      
	
              g

            	
              Subject
      to the laws of PRC the annual rental and service fees payable by Chinacomm
      to WOFIE under the various agreements above shall be 100% of the turnover
      after deducted the all the tax payable and other necessary operation cost
      in accordance with the approved budget by both Parties.

            
	 
      	 
      
	
              h

            	
              The
      certain shares (up to 49%) of Chinacomm shall be legally and validly
      transferred to Mr. Xing Hongjin or a Chinese company designated by Mr.
      Xing proportionally in accordance with the payment of the Acquisition
      Price at the transfer price of USD1.00. The ownership of such shares shall
      be held by Mr. Xing through a qualified trust company or other legal
      mechanism mutually agreed by the parties and Mr. Xing shall have the right
      to appoint the directors of Chinacomm in accordance with the percentage of
      the shares owned by him Such transfer of the slims to Mr. Xing shall be
      conducted at the same time when Trussnet obtains equity of Chinacomm
      Cayman through Gulfstream. Such 49% shares of Chinacomm will be
      transferred back to the previous shareholders after Chinacomm Cayman goes
      to listing in stock exchange at the transfer price of
    USD1.00.

            
	 
      	 
      
	
              i

            	
              The
      Parties have agreed to have Chinacomm Cayman or another mutually agreed
      upon company in having an exit plan strategy of an IPO in an agreed upon
      stock exchange.

            
	 	 
	 	Article 2. The Payment
      of Acquisition Price


    

     

    This
document contains confidential and proprietary information of Trussnet USA, Inc.
and is

    not
be disclosed, reviewed or used, except with the express written consent of
Trussnet.

    


    
      	
               

            	
               

            	
               

            


    

    
      
        
        

      

      
        Page 4 of
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              Framework
      Agreement

            


    

    


    
      	
              a

            	
              After
      the execution of this Framework Agreement by both Parties and within 10
      business days after Trussnet has duly received the originals of the signed
      shareholders’ meeting resolution and board resolution of Chinacomm Cayman
      both approving the acquisition of the 49%.equity interests of Chinacomm
      Cayman by Trussnet through Gulfstream, Trussnet will pay USD5,000,000,00
      (“First Payment”)
      in cash in two separate payment as part of the above Acquisition Price
      into Chinacomm Cayman through Gulfstream, then Chinacomm HK shall pay such
      First Payment into WOFIE as part of the capital injection required by the
      laws of China.

            
	 
      	 
      	 
      
	
              b

            	Trussnet
      will pay USD141,000,000.00 of the Acquisition Price in cash, within 10
      business days upon the receipt of the following documents, into Chinacomm
      Cayman through Gulfstream then Chinacomm HK shall pay such payments into
      WOFIE as part of the capital injection required by the laws of China,
      subject to the following documents being received and acceptable by
      Trussnet:
	 
      	 
      	 
      
	 
      	
              I

            	
              the
      Investment Agreement for the acquisition of 49% shares of Chinacomm Cayman
      duly signed by the relevant parties and, disbursement plan of all parts of
      the Acquisition Price shall be provided in the Investment
      Agreement;

            
	 
      	 
      	 
      
	 
      	
              ii

            	
              the
      revised articles of association of Chinacomm Cayman reflecting that the
      certain equity interests of Chinacomm Cayman proportionally in accordance
      with the payment of the Acquisition Price are owned by
      Gulfstream;

            
	 
      	 
      	 
      
	 
      	
              iii

            	
              the
      written documents showing that Trussnet has validly appointed directors,
      bank signatory, general manager and corporate financial officer for
      Chinacomm Cayman and Chinacomm HK;

            
	 
      	 
      	 
      
	 
      	
              iv

            	
              the
      governmental approval in relation to the establishment of WOFIE and the
      certificate of approval and business license of WOFIE and the articles of
      association of WOFIE agreed by Trussnet;

            
	 
      	 
      	 
      
	 
      	
              v

            	
              the
      certified copies of all corporate documents of Chinacomm HK, including but
      not limited, commercial certificates, certificate of incorporation,
      articles of associations, the list of the shareholders and the directors,
      bank information, etc.;

            
	 
      	 
      	 
      
	 
      	
              vi

            	
              the
      Lease Agreements duly signed by Trussnet WOFIE and WOFIE and the Sub-Lease
      Agreements and the service agreements duly signed by Trussnet and WOFIE
      and the service agreements duly signed by WOFIE and
    Chinacomm;

            
	 
      	 
      	 
      
	 
      	
              vii

            	
              the
      written legal evidence showing that the Article 1 (h) is duly performed;
      and

            
	 
      	 
      	 
      
	 
      	
              viii

            	
              all
      the documents and information materially necessary for conducting the
      comprehensive legal and financial due diligence on
    Chinacomm.

            
	 	 	 
	 	 	
              The
      above documents shall be provided by Chinacomm with 30 business days after
      the payment of the First
Payment. 

            


    

     

    This
document contains confidential and proprietary information of Trussnet USA, Inc.
and is

    not
be disclosed, reviewed or used, except with the express written consent of
Trussnet.

    


    
      	
               

            	
               

            	
               

            


    

    
      
        
        

      

      
        Page 5 of
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              Framework
      Agreement

            


    

    


    
      	 
      	
              a

            	
              The
      remaining USD50,000,00000 of the Acquisition Price shall be deemed being
      fully paid by Trussnet if Trussnet WOFIE has transferred the equipments to
      WOFIE in accordance with Article 1(e).

            
	 
      	 
      	 
      
	 
      	
              b

            	
              If
      Chinacomm fails to provide the documents listed in the Article2 (b) above
      within the time required herein the First Payment shall be refundable to
      Trussnet within 180 days after expiration of such required time
      limit.

            
	 
      	 
      	 
      
	 
      	
              c

            	
              Within
      7 business days after the payment of above USD141,000,000,00 Chinacomm
      shall provide to Trussnet the written evidences showing that the
      acquisition of 49% equity interests or Chinacomm Cayman and its amended
      articles of association, as well as the change of directors, managers, and
      bank signatory of Chinacomm Cayman and Chinacomm HK have been properly
      filed with relevant agencies (if necessary).

            
	 
      	 
      	 
      
	 
      	
              d

            	
              Chinacomm
      shall provide to Trussnet the legal evidences showing that all of the 3.5G
      Licenses for 29 cities have been duly extended, and
  valid.

            
	 
      	 
      	 
      
	 
      	
              Article 3. The
      validity of this Framework Agreement and the Governing
      Law

            


    

     

    
      	
              a

            	
              The
      Framework Agreement will be valid after it has been duly signed by the
      authorized representatives of Chinacomm and Trussnet
      respectively.

            
	 
      	 
      
	
              b

            	
              This
      Framework Agreement shall be governed by and construed in accordance with
      the laws of Hong Kong. Any disputes arising from this Framework Agreement
      shall be submitted to arbitration at Hong Kong International Arbitration
      Center applying its arbitration rules then applicable and the arbitration
      reward will be final.

            
	 
      	 
      
	
              c

            	
              Notwithstanding
      other provisions herein if the First Payment is not paid by Trussnet in
      accordance with Article 2(a) above, this Framework Agreement shall be
      void.

            
	 
      	 
      
	 
      	
              Article 4. The
      validity of the Initial Agreement

            
	 
      	 
      
	
              a

            	
              Except
      for otherwise provided in this Framework Agreement, the provisions of the
      initial Agreement shall remain valid.

            
	 
      	 
      
	
              b

            	
              Recitals
      H, I, K, M, N and O as relevant provisions of the Initial Agreement shall
      be void.

            
	 
      	 
      
	
              c

            	
              Recital
      E o the Initial Agreement shall be replaced with the following: “The parties have also reached
      an agreement pursuant to which Trussnet will: (i) build and operate
      Beijing (Chaoyang District), Shanghai (Jiading District), and Shenzen
      (Futian District) initially; (ii) complete initial coverage for
      aforementioned cities, Beijing, Shanghai, and Shenzhen in the future,
      (iii) build and operate additional broadband wireless networks in
      Guangzhou, Tianjin, Dalian, Ningbo, Xiamen, Hangzhou, Nanjing and other 19
      cities, for a grand total of 19 cities, for Chinacomm in connection wit
      Chinacomm’s 3.5G Hz spectrum license and to deploy such networks utilizing
      similar equipment ad services to those being deployed for the Beijing
      (Chaoyang District), Shanghai (Jiading Dsitrict), and Shenzhen (Futian
      District);”

            


    

    


    This
document contains confidential and proprietary information of Trussnet USA, Inc.
and is

    not
be disclosed, reviewed or used, except with the express written consent of
Trussnet.

    


    
      	
               

            	
               

            	
               

            


    

    
      
        
        

      

      
        Page 6 of
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              Framework
      Agreement

            


    

    


    
      	
              d

            	
              Recital
      G of the Initial Agreement shall be replaced with the following: “The Parties are entering into
      this Agreement to set forth their respective rights, duties and
      obligations the equipment, services and related activities related to the
      Beijing (Chaoyang District), Shanghai (Jiading District), Shenzhen (Futian
      District) cities along with Guangzhou, Tianjin, Dalian, Nignbo, Xiamen,
      Hangzhou, Nanjing and
      other 19 cities for a grand total of 29
    cities.”

            
	 
      	 
      
	
              e

            	
              Recitals
      F and K and relevant provisions of the Initial Agreement shall be replaced
      with relevant articles of this Framework Agreement.

            
	 
      	 
      
	 
      	
              Article 5. Exclusivity
      of this Framework .Agreement.

            
	 
      	 
      
	 
      	
              After
      the payment made by Trussnet according to Articie2 (a) above in this
      Framework Agreement, Chinacomm and Chinacomm registered/actual
      shareholders shall not, without Trussnet’s prior written consent, enter
      into any agreement or arrangement which may directly or indirectly load to
      the transfer of shares or business of Chinacomm onshore or
      offshore.

            
	 
      	 
      
	 
      	
              IN
      .WITNESS whereof, the Parties have execute d. this Framework Agreement on
      the date first written above.

            


    

    


    This
document contains confidential and proprietary information of Trussnet USA, Inc.
and is

    not
be disclosed, reviewed or used, except with the express written consent of
Trussnet.

    


    
      	
               

            	
               

            	
               

            


    

    
      
        
        

      

      
        Page 7 of
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              Framework
      Agreement

            


    

     

    Trussnet
USA, Inc.

    


    
      	 	 
	
              Signature

            	 
      
	
              Name:
      Colin Tay YongLee

            	 
      
	
              Title:
      Managing Director / Co-Founder

            	 
      


    

    


    CECT-Chinacomm
Communications Co., Ltd.

    


    
      	 	 
	
              Signature

            	 
      
	
              Name:
      iu Ping

            	 
      
	
              Title:
      President

            	 
      


    

    


    This
document contains confidential and proprietary information of Trussnet USA, Inc.
and is

    not
be disclosed, reviewed or used, except with the express written consent of
Trussnet.

     

     

     

     

    Page 8
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