**Exhibit 10.3**

 

T-MOBILE AGREEMENT (AS TRANSLATED INTO ENGLISH)

 

 

Contract

 

between

 

T-MobileDeutschland GmbH

Landgrabenweg 151

53227 Bonn

 

-in the following called T-Mobile-

 

and

 

Intac International Holdings Limited

Unit 3-5, 17/F, Clifford Centre

778-784 Cheung Sha Wan Road,

Kowloon, Hong Kong

 

-in the following called Intac-

 

concerning

 

PURCHASE OF USED GSM END DEVICES WITHIN THE “TRADE-IN” CONCEPT

 

 

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**§ 1 Items of contract**

 

The subject of the contract isthe purchase of used GSM equipment within the “Trade-In” concept.

 

 

**§ 2 Proffer services of T-Mobile**

 

1.               Monthly, T-Mobilewill prepare a report with all the offered GSM end equipment (“GB-Mobiles”) toIntac and fax this to Intac. The report will include the following:

-                    category

-                    name of theequipment

-                    number of devices

-                    end-price

 

2.               T-Mobile commits tooffering only workable GB-Mobiles.

 

3.               T-Mobile will testthe offered GB-Mobiles. The test function will include switching the GB-Mobileon and inspecting the condition of the storage battery.

 

 

**§ 3 Proffer services of Intac**

 

1.               Intac commits tobuying the offered GB-Mobiles within the “Trade-in” concept listed in themonthly report provided by T-Mobile.

 

2.               Intac will preparea list of orders and send this to T-Mobile.

 

 

**§ 4 Proffer services to the contracting companies**

 

1.               Intac and T-Mobilecommit to implement the purchase of GB-Mobiles within the contract of the“Trade-In” concept in Germany exclusive with one and another.

 

2.               Intac will takedelivery of the GB-Mobiles at a place specified by T-Mobile’s logisticpartners.

 

 

**§ 5 Payments**

 

1.               To set the prices,the GB-Mobiles are divided into different categories. The categories areclassed with special prices. The categories are updated quarterly.

 

2.               GB-Mobiles notlisted will be automatically allocated to the lowest category.

 

3.               The agreed pricesare net prices, plus legal sales tax.

 

4.               Payments are madeby cash in advance.

 

 

**§ 6 Supply commitment**

 

1.               The salescommitment always includes the shipping, the GB-Mobile, the storage battery andthe battery charger.

 

2.               The GB-Mobiles areoffered completely according to the supply commitment, either in the originalboxes or in a white-box.

 

3.               The delivery of theGB-Mobile will not be by category.

 

 

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**§ 7 Liability**

 

1.               T-Mobile is fullyliable in case of intentional misconduct. In addition, T-Mobile isunconditionally liable in case of claims made concerning life, body and health.T-Mobile is liable for grossly and general negligence, when an essential dutyof contract has failed. A liability of T-Mobile within the law of productsisn’t affected.

 

2.               T-Mobile isn’tliable in case of damages, caused by force majeure or by unpredictable andtemporary events that can’t be controlled by T-Mobile.

 

3.               The transfer ofrisk to Intac is at the point of delivery by the logistic partner of T-Mobile.

 

 

**§ 8 Other determinations**

 

1.               The used GB-Mobilesare sold with the exclusion of warranty for quality. Also the general terms andconditions for telecommunication resellers (state: September 2002) of T-Mobileare valid, unless otherwise stated in the contract.

 

2.               This contractdoesn’t include the existing sale of used equipment to Intac.

 

3.               The “Trade-In”concept (state: November 2002) is part of this contract.

 

 

**§ 9 Final determinations**

 

1.               The duration of thecontract commences with the execution of this agreement and ends on December31, 2004.  This contract willautomatically extend for a further year, unless previously cancelled by one ofthe parties no later than three months before the calendar year end.

 

2.               Changes andsupplements to this contract are to be made in writing. To terminate thiscontract notice must also be given in writing.

 

3.               If any portion ofthis contract is deemed illegal or if something is missed in the contract, thishas no impact on the legality of the remaining portions of the contract. Theillegal portion will be amended to be made legal with no change to the meaningand purpose.

 

4.               If disputes orconflicts arise between the two contracting parties they will try to find amutually agreeable solution, without the need to go to court.  If the two parties are unable to reach amutually agreeable solution, the contracting parties agree for a court in Bonnto resolve any conflicts.

 

 

Bonn, 30/10/02

 

Enclosed:

List of used GSM-equipment

 
| /s/ Wei Zhou                            |   |
|-----------------------------------------|--------|
|                                    |   |
| Wei Zhou                                |   |
| *Intac  International Holdings Limited* |   |

 

 
| /s/ Michael Schuld           |
|------------------------------|
|                         |
| Michael  Schuld              |
| Director                     |
| *T-Mobile  Deutschland GmbH* |

 

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