FORM
      OF PLEDGE AGREEMENT

     

    THIS
      PLEDGE AGREEMENT ("Agreement"),
      dated
      as of ___________ __, 2008, is executed by and between ASIA
      SPECIAL SITUATION ACQUISITION CORP., a
      Cayman
      Island corporation ("ASSAC"),
      having an office c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland
      House, South Church Street, George Town, Grand Cayman; CHINA
      TEL GROUP, INC., a
      Nevada
      corporation (“CHTL”)
      having
      an office at 8105 Irvine Center Drive, Suite 800, Irvine, CA 92618; and
HORWITZ,
      CRON & JASPER, P.L.C.,
      a law
      firm formed under the laws of the State of California (the “Collateral
      Agent”)
      and
      having an office at Four Venture Plaza, Suite 390, Irvine, CA 92618. ASSAC,
      CHTL
      and their respective officers, directors, shareholders, authorized
      representatives and affiliates are hereinafter sometimes collectively referred
      to as the “Business
      Parties.”

     

    WITNESSETH:
      

     

    WHEREAS,
      on the date hereof, the ASSAC has purchased from CHTL certain shares of Class
      A
      common stock (“Class
      A Common Shares”)
      and
      Series A preferred stock (“Series
      A Preferred Shares”)
      of
      CHTL (collectively, the “Purchased
      Securities”),
      pursuant to the terms of an amended and restated stock purchase agreement,
      dated
      July __, 2008 (the “Purchase
      Agreement”);
      and

     

    WHEREAS,
      ASSAC has paid a portion of the purchase price for such Purchased Securities
      by
      issuing and delivering to CHTL ASSAC’s non-interest bearing promissory note in
      $____________ principal amount, due March 31, 2009, and dated of even date
      herewith (the “Note”);
      and


     

    WHEREAS,
      in order to secure the payment and performance of the obligations, liabilities
      and indebtedness of ASSAC in favor of CHTL under the Note, ASSAC has agreed
      to
      pledge to the CHTL certain of the Purchased Securities specified below, and
      has
      delivered such Purchased Securities to the Collateral Agent for the benefit
      of
      CHTL; 

     

    NOW,
      THEREFORE, in
      consideration of the premises and of the mutual covenants set forth herein
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto hereby agree as follows:


    


    1.
       Pledge;
      Non-Recourse Obligation.
      

    


    (a) ASSAC
      hereby pledges, as pledgor, to CHTL, as pledgee, and grants to CHTL a first
      priority lien on and security interest in all of ASSAC's right, title and
      interest in and to an aggregate of __________ Series A Preferred Shares of
      CHTL
      (collectively, the “Pledged
      Securities”),
      together with all proceeds from the sale of the Pledged Securities, all
      dividends paid in capital stock respect of the Pledged Securities and any
      property or securities delivered to the holder of the Pledged Securities in
      respect thereof in the event of a merger or takeover of CHTL by an unaffiliated
      third party (collectively, with the Pledged Securities, the "Pledged
      Collateral").
      

    


    (b) ASSAC
      hereby agrees to execute and deliver to the Collateral Agent (i)
      the
      Pledged Securities, (ii) assignments
      separate from the Pledged Securities substantially in the form of Exhibit
      A
      hereto,
      undated and appropriately endorsed in blank, with respect to the Pledged
      Securities comprising the Pledged Collateral and (iii) if legally required,
      such
      financing statements as the Collateral Agent may reasonably request with respect
      to the Pledged Collateral (or, if execution by ASSAC is not required pursuant
      to
      the applicable Uniform Commercial Code, ASSAC hereby authorizes the Collateral
      Agent to file all financing statements deemed necessary by CHTL to perfect
      the
      security interests granted hereunder), (iii) take such other steps as CHTL
      may
      from time to time reasonably request to perfect CHTL's security interest in
      the
      Pledged Collateral or any part thereof under applicable law, and (iv) after
      the
      occurrence and during the continuance of an Event of Default, to execute and
      deliver on behalf of ASSAC such other documents of transfer as CHTL or the
      Collateral Agent may from time to time reasonably require to enable CHTL to
      transfer the Pledged Collateral into the name of CHTL or the name of its nominee
      (all of the foregoing are hereinafter collectively referred to as the
"Assignments").
      

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    


    (c) CHTL
      hereby agrees to deliver to the Collateral Agent the original of the Note to
      be
      held under this terms of this Agreement. By its execution of this Agreement,
      the
      CHTL does hereby acknowledge and agree that notwithstanding anything to the
      contrary, express or implied, contained in this Agreement or in the Note:


    


    (i) Nothing
      contained in the Note or any other agreement or instrument shall be deemed
      or
      construed to constitute a guaranty or undertaking by ASSAC or any officer,
      director, shareholder, employee, agent or consultant of ASSAC, or any other
      person, of any of the obligations of ASSAC under the Note or this Agreement;
      it
      being understood and agreed by CHTL that, absent the receipt by ASSAC of funds
      from the issuance and sale of its securities or the exercise of outstanding
      ASSAC warrants on or prior to the Maturity Date of the Note, ASSAC will not
      have
      any funds or financial resources to pay all or any portion of its obligations
      under the Note on the Maturity Date or otherwise; 

    


    (ii) CHTL
      hereby
      acknowledges and agrees that the sole source for payment of the outstanding
      principal amount of the Note shall be the proceeds from the issuance and sale
      of
      securities of ASSAC or the foreclosure and transfer to CHTL of the Pledged
      Collateral under this Agreement. Accordingly, and notwithstanding anything
      to
      the contrary, express or implied, contained in the Note or in this Agreement:
      

    


    (i) absent
      only acts or omissions of ASSAC constituting actual fraud against CHTL, neither
      ASSAC, ASSAC nor any officer, director, shareholder, employee, agent or
      consultant of ASSAC, or any other person shall have any personal liability
      or
      obligation to CHTL pursuant to the Note or this Agreement; and

    


    (ii) except
      for such Pledged Collateral, none of the assets or properties of ASSAC, or
      any
      officer, director, shareholder, employee, agent or consultant of ASSAC, or
      any
      other person (including without limitation any portion of the ordinary shares
      of
      ASSAC owned by its existing shareholders or their transferees) shall be subject
      to any claims, attachments, liens, security interests or rights in favor of
      ASSAC to secure payment of the Note.

    


    2.
       Security
      for Secured Obligations.
      The
      Pledged Collateral secures the prompt and complete payment, performance and
      observance of the Note (including, without limitation, all obligations and
      liabilities of ASSAC thereunder). 

    


    3.
       Delivery
      of Pledged Securities. 

    


    (a) On
      each
      occasion that the outstanding principal amount of this Note is prepaid in part
      and reduced or paid in full, in accordance with the provisions of Section
      5(b)
      of the
      Note, a corresponding amount of the Pledged Securities (valued (i) as to the
      Class A Common Shares of CHTL held under this Pledge Agreement at $2.25 per
      share, and (ii) as to any shares of Series A Preferred Shares of CHTL held
      under
      this Pledge Agreement, at the $10.00 per share purchase price) shall be released
      by the Collateral Agent from this Pledge Agreement and delivered to the Maker,
      free and clear of all liens, claims and encumbrances created by such Pledge
      Agreement. The Collateral Agent shall deliver such of the Pledged Securities
      to
      be released from this Pledge Agreement to ASSAC, within not later than five
      (5)
      Business Days following receipt of confirmation, in a form and manner reasonably
      satisfactory to the Collateral Agent, that a full or partial prepayment of
      the
      Note has been made by or on behalf of ASSAC. Delivery of Pledged Collateral
      released from this Pledge Agreement shall be made by the Collateral Agent to
      the
      Maker, c/o Hodgson Russ LLP at 1540 Broadway, 24th
      floor,
      New York, New York 10036, attn: Stephen A. Weiss, Esq. or such other person
      as
      may be designated from time to time by ASSAC

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    


    (b) In
      the
      event and to the extent that the Note shall not have been paid in full by the
      March 31, 2009 Maturity Date of the Note (unless such Maturity Date shall be
      extended in writing by the Payee), the amount of the Pledged Securities then
      being held under the terms of the Pledge Agreement which are not then subject
      to
      release and delivery to ASSAC pursuant to Section 3(a) above), shall be returned
      by the Collateral Agent to CHTL for cancellation and, simultaneous with such
      return, this Note shall cancelled and shall be returned by the Collateral Agent
      to ASSAC. The Collateral Agent shall redeliver such of the Pledged Collateral
      to
      be delivered to CHTL and CHTL shall deliver this Note to ASSAC, in each case,
      within not later than five (5) Business Days following the Maturity Date of
      the
      Note or the occurrence and continuation of an earlier “Event of Default” under
      the Note and following receipt of confirmation, in a form and manner reasonably
      satisfactory to the Collateral Agent, that the entire Note has not been paid
      in
      full

     

    4.
       Pledged
      Collateral Adjustments.
      If during
      the term of this Agreement: 

     

    (a)
       any
      non-cash dividend or distribution, reclassification, readjustment or other
      change is declared or made in the capital structure of CHTL, or any option,
      warrant or similar instrument included within the Pledged Collateral is
      exercised, or both, or 

     

    (b)
       any
      subscription, warrants, options shall be issued in connection with the Pledged
      Collateral, then ASSAC shall (i) promptly deliver new, substituted and
      additional shares, warrants, options, or other equity securities, issued by
      reason of any of the foregoing, and all certificates and other instruments
      evidencing the same to CHTL to be held under the terms of this Agreement and
      shall constitute Pledged Collateral hereunder, and (ii) promptly deliver to
      CHTL
      or the Collateral Agent such additional Pledged Collateral. 

     

    5.
       Remedies;
      Transfer of Pledged Collateral and Cancellation of
      Note. 

     

    (a) In
      the
      event and to the extent any portion of the Note shall not have been paid in
      cash
      on the March 31, 2009 Maturity Date of such Note, as its sole and exclusive
      remedy under this Agreement and the Note, CHTL
      shall, upon not less than five (5) days prior written notice to ASSAC and the
      Collateral Agent, cause the Collateral Agent to transfer back to CHTL or its
      designee such portion of the Pledged Collateral referred above to in
Section
      3(b)
      of this
      Agreement. 

     

    (b) At
      the
      time the collateral Agent transfers the Pledged Collateral back to CHTL as
      contemplated by Section
      5(a)
      above,
      such Collateral Agent shall also deliver to ASSAC the Note held under this
      Agreement, marked, “cancelled.”

    


    6.
       Representations
      and Warranties.
      ASSAC
      hereby represents and warrants as of the date hereof to CHTL as follows:


    


    (a)
       ASSAC
      is
      the legal and beneficial owner of the Pledged Collateral owned by ASSAC, free
      and clear of any lien, except for the lien created by this Agreement;


     

    (b)
       The
      Pledged Securities have been duly authorized and are exercisable in accordance
      with their terms and, when exercised in accordance therewith, upon exercise
      and
      full payment to the Business Combination Company of the exercise price specified
      in the Pledged Securities, the Warrant Shares shall be duly authorized, validly
      issued, fully paid and non-assessable; and

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    (c)
       ASSAC
      has
      full power and authority to enter into this Agreement, assign, deposit, pledge
      and grant a lien on or otherwise transfer all of its rights in the Pledged
      Collateral free and clear of any liens and, upon exercise of the Pledged
      Securities and issuance of Warrant Shares, has the right to vote the Warrant
      Shares; 

    


    7.
       Voting
      Rights.
       

    


    (a) During
      the term of this Agreement, and except as otherwise provided in Section
      7(b)
      below,
      ASSAC shall have the right to vote, on all questions presented to the holders
      of
      capital stock of CHTL, such number of shares of the Pledged Securities forming
      all or a portion of the Pledged Collateral, to the extent of such number of
      shares of the Pledged Securities which, when coupled with the 46,666,667 Class
      A
      Common Shares of CHTL and the Class B Common Shares of CHTL issued to ASSAC
      under the Purchase Agreement, shall represent fifty-one percent (51%) or more
      of
      the aggregate voting power of all classes of capital stock of CHTL entitled
      to
      vote at any regular or special meeting of CHTL shareholders or in connection
      with any other consents or approvals required to be obtained from CHTL
      shareholders. In scuh connect, the Collateral Agent will deliver all necessary
      documents to allow ASSAC to take such action upon ASSAC's request. 

    


    (b) After
      the
      occurrence and during the continuance of an Event of Default, CHTL may, at
      CHTL's option, exercise all voting and other consensual rights and powers
      pertaining to the Pledged Collateral (to the extent it may vote). ASSAC hereby
      agrees to execute all proxies or other instruments, documents or agreements
      deemed reasonably necessary by CHTL to evidence the right to vote the Pledged
      Collateral as provided hereunder, and ASSAC agrees that it shall not be entitled
      to rescind, revoke or otherwise modify CHTL's vote executed in accordance with
      this Section 7. Any and all proxies executed by ASSAC pursuant to this Section
      7
      shall be deemed for all purposes to be a proxy coupled with an interest and
      shall be irrevocable until the payment in full, in cash, of all amounts due
      under the Note (the "Obligations").
      

     

    8.
       Dividends
      and Other Distributions.
      The
Collateral
      Agent shall be entitled to receive any and all stock dividends and other
      distributions paid in respect of the Pledged Collateral which dividends and/or
      distributions shall be deemed to be held in escrow if received by CHTL and
      shall
      become part of the Pledged Collateral upon receipt thereof. 

     

    9.
       Transfers
      and Other Liens.
      ASSAC
      agrees that until all of the Obligations are paid in full, it will not
(i)
      sell
      or
      otherwise dispose of, or grant any option or other rights with respect to,
      any
      of the Pledged Collateral without the prior written consent of CHTL, or (ii)
      create or permit to exist any lien upon or with respect to any of the Pledged
      Collateral, except for the lien created by this Agreement.  

    


    10. Termination.
      This
      Agreement shall remain in full force and effect until the
      earliest
      to occur
      of (i) the payment of the Note in full, (ii) the consummation of the “Merger” on
      the Merger Date” (as those terms are defined in the Purchase Agreement), or
      (iii) the transfer of the Pledged Collateral and the Note contemplated by
Section
      5
      of this
      Agreement. Upon the termination of this Agreement as provided above, this
      Agreement shall automatically terminate and all liens and security interests
      created hereunder shall terminate and be released. Upon confirmation of payment
      in full of the Note, if any UCC-1 Financing Statements were previously filed,
      the Collateral Agent shall file any UCC-3 Termination Statements releasing
      the
      lien and security interest created by the Assignments. 

     

    
      
         

      

      
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    11. Agreements
      with and Duties of the Collateral Agent.
      

    


    (a) The
      Collateral Agent shall be under no duty to give the Pledged Collateral held
      by
      it hereunder any greater degree of care than it gives its own similar
      property.

    


    (b) If
      the
      Collateral Agent is permitted or required to deliver any of the Pledged
      Collateral or pay money back to any Business Party or Business Parties, such
      payment shall be made by check or by wire transfer, at the Collateral Agent's
      sole discretion, unless the Collateral Agent shall have received written notice
      from such Business Party or Business Parties of a new and/or different postal
      address or unless this Agreement shall have provided otherwise. If payment
      is
      made by check or Pledged Collateral is to be delivered, the same shall be mailed
      to the address specified by the Business Party(s) in this Agreement (or to
      a new
      or different address subsequently specified to Collateral Agent by writing
      from
      such Business Party(s)). 

     

    (c) Whenever
      authorization shall be provided by the terms of this Agreement for the payment
      or delivery of Pledged Collateral by the Collateral Agent to one or more
      Business Parties and there is no express requirement hereunder for written
      instructions from the applicable Business Party(s) before such delivery is
      made,
      the Collateral Agent shall notify all Business Parties and, in its sole
      discretion, may defer payment or defer return or delivery of Pledged Collateral
      until such written requirement or consent is received from all of the Business
      Parties (or, depending on the Collateral Agent’s requirements, from less than
      all of them). Where Collateral Agent determines to so defer payment or delivery,
      the Collateral Agent shall give written notice to the Business Parties of such
      determination. 

    


    (e) It
      is
      expressly understood and agreed that under no circumstances shall the Collateral
      Agent be required to pay or have paid to any Business Party(s) any sum not
      representing proceeds from the sale of any Pledged Collateral that may be
      delivered to the Collateral Agent.

     

    (f) It
      is
      intended that the duties and responsibilities of the Collateral Agent shall
      be
      limited to ministerial duties and responsibilities to the maximum extent
      permitted by law. In keeping with that intent, it is agreed that the receipt
      by
      Collateral Agent of Exhibit
      B,
      or an
      alternative written instrument containing the substantive information or content
      that is in Exhibit
      B
      (whether
      or not also including other information and content not inconsistent with the
      request and approval of delivery or disbursement action proposed to be taken
      by
      the Collateral Agent) shall, in the absence of actual knowledge by the
      Collateral Agent of falsehood, fraud or other intentional or gross misconduct
      on
      the part of any of the Business Parties that would render the proposed action
      under the written instrument to be inappropriate, be full and sufficient
      justification and authorization for the proposed payment or disbursement action
      by the Collateral Agent. Notwithstanding
      anything to the contrary, express or implied, contained in this Agreement,
      if
      the Collateral Agent shall receive written instructions from CHTL in accordance
      with Alternative Instructions 2 of Exhibit
      B
      (or words of similar import), the Collateral Agent shall: (i) furnish a copy
      of
      such instructions to ASSAC at the address designated on Exhibit
      B
      (or any alternative address requested by ASSAC in writing), and (ii) take no
      action with respect to such written request until a date which shall be not
      less
      than (A) five (5) days following the March 31, 2009 Maturity Date of the Note,
      or (B) twenty (20) days following receipt of such written instructions from
      CHTL
      that ASSAC has committed any Event of Default under the Note, other than the
      failure to make payment of the Note on the Maturity Date.

     

    (g) The
      ministerial reliance by Collateral Agent on the written instrument referred
      to
      in Section
      11(f)
      shall be
      full and sufficient justification and authorization, as stated in such Section,
      notwithstanding a determination that Collateral Agent had certain specified
      discretionary inquiry powers and opportunities that Collateral Agent did not
      pursue or that, absent the provisions of Section
      11(f) above,
      Collateral Agent had (or might have had) fiduciary responsibilities to
      investigate before making any such payment or disbursement and did not do
      so.

     

    
      
         

      

      
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    (h) The
      Collateral Agent shall have no duty or responsibility to enforce collection
      of
      any check delivered to it and subsequently dishonored, nor shall Collateral
      Agent have any duty or responsibility to give notice to any Business Party
      of
      such attempted payment and the subsequent dishonor thereof.

     

    (i) The
      Collateral Agent shall be entitled to rely upon the accuracy, act in reliance
      upon the contents, and assume the genuineness of any notice, instruction,
      certificate, signature (including copies of signature pages), instrument or
      other document (in each case, whether a copy, facsimile or original) which
      is
      given to the Collateral Agent pursuant to this Agreement, without the Collateral
      Agent being obligated to undertake any action or investigation to verify the
      truth or accuracy thereof -- unless
      the Collateral Agent has actual knowledge that the document or other document,
      instruction, certificate or signature is not accurate, truthful, authorized
      or
      genuine. For
      purposes of this Section
      11(i),
“Actual
      knowledge, or any other instance where “knowledge” would be required (and,
      therefore, “actual knowledge” would be required as a standard of “knowledge”)
      shall consist of actual and conscious apprehension and understanding, presently
      in the mind or consciousness of the person acting for Collateral Agent (as
      opposed to knowledge previously known but not currently remembered or
      consciously being thought about) and shall be limited to such “actual knowledge”
by an attorney in Collateral Agent’s firm who is currently actively engaged in
      the management of the Collateral Agent and who is made aware of the document,
      etc. that is the subject of this Section
      11(i).
      For
      purposes of this Agreement “knowledge” (being required to be “actual knowledge”)
      shall not included knowledge of any other attorney or person in Hodgson Russ
      who
      is not directly involved in making decisions regarding, or managing, the Hodgson
      Russ activities as Collateral Agent. Knowledge by others within Hodgson Russ
      shall not be imputed to the persons described above for purposes of determining
      whether “knowledge” or “actual knowledge” existed. Persons (lawyers) at
      Collateral Agent as to whom “actual knowledge” is relevant under this
Section
      11(i)
      currently includes Lawrence Horwitz, Esq. and Lawrence Cron, Esq.

     

    (j) The
      Collateral Agent may consult with and act relative hereto upon advice of counsel
      of its own selection in reference to any matter connected herewith, and shall
      not be liable to any of the parties hereto, or their respective legal
      representatives, heirs, successors and assigns, for any action taken in good
      faith on the advice of counsel or for any mistake of fact or error of judgment,
      or for any acts or omissions of any kind taken or made in good faith unless
      caused by its willful misconduct or gross negligence.

     

    (k) The
      Collateral Agent shall not be responsible for, or have any duty to inquire
      into,
      or be required to enforce any of the terms and provisions of any document or
      agreement other than this Agreement. 

     

    (l) Without
      limiting the foregoing, the Collateral Agent shall not be responsible for,
      or
      have any duty to inquire into, monitor or enforce obligations between any of
      the
      Business Parties as to (i) whether there was support or justification for any
      such Business Party to act in accordance with written instructions of such
      Business Party or any other Business Party in attached Exhibit
      B
      or any
      written alternative acceptable to Collateral Agent that included (with anything
      else) the material or content of Exhibit
      B,
      or (ii)
      whether any Business Party properly uses and applies funds received by it,
      whether from the Collateral Agent or third parties, in accordance with the
      provisions of this Agreement or other applicable documents. Notwithstanding
      anything to the contrary, express or implied, contained in this Agreement,
      if
      the Collateral Agent shall receive written instructions from CHTL in accordance
      with Alternative Instructions 2 of Exhibit
      B
      (or words of similar import), the Collateral Agent shall: (i) furnish a copy
      of
      such instructions to ASSAC at the address designated on Exhibit
      B
      (or any alternative address requested by ASSAC in writing), and (ii) take no
      action with respect to such written request until a date which shall be not
      less
      than twenty (20) days following receipt of such written instructions from
      CHTL.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    (m) This
      Agreement sets forth exclusively the duties of the Collateral Agent with respect
      to any and all matters pertinent hereto and no implied duties or obligations
      shall be read into this Agreement against the Collateral Agent.

     

    (n) If
      the
      Collateral Agent shall be uncertain as to its duties or rights hereunder or
      if
      it receives instructions with respect to the Pledged Collateral or any funds
      that may be derived from the sale or transfer of any Pledged Collateral, which,
      in the Collateral Agent’s sole discretion, it determines to be in actual or
      potential conflict with this Agreement or other instructions that it has
      received, the Collateral Agent shall be excused from taking action that it
      might
      otherwise be required to take, and its sole obligation shall be to keep safely
      all property held in escrow until the uncertainty is resolved. Such uncertainty
      can be resolved by written and signed agreement among all affected Business
      Parties or by order or judgment of a court of competent jurisdiction, naming
      the
      involved Business Parties as participants in the action or proceeding brought
      to
      obtain judicial determination of the involved uncertain duties and
      obligations.

     

    (o) Alternatively,
      the Collateral Agent may, in its discretion, seek judicial determination of
      any
      dispute or uncertainty and/or deposit all of the Pledged Collateral and any
      funds that may be derived from the sale or transfer of any Pledged Collateral,
      in Court pursuant to proceedings under New York law.

     

    (p) The
      Collateral Agent makes no representation as to the validity, value, genuineness
      or collectability of any portion or all of the Pledged Collateral held by or
      delivered to it.

     

    (q) In
      the
      event that: 

     

    (i) the
      Collateral Agent shall receive any conflicting or inconsistent notices or
      instructions from any one or more of the Business Parties, or 

     

    (ii) there
      shall be any disagreement between or among any of the Business Parties,
      resulting in adverse claims or demands being made in connection with the subject
      matter of this Agreement, or 

     

    (iii) there
      shall be any disagreement between or among any of the Business Parties and
      any
      other person, resulting in adverse claims or demands being made in connection
      with the subject matter of this Agreement, or 

     

    (iv) the
      Collateral Agent, in good faith, shall be in doubt as to what action it should
      take hereunder, 

     

    then,
      and
      in any such event, Collateral Agent may, at its option, refuse to comply with
      any notices, instructions, claims or demands on it, or refuse to take any other
      action hereunder, so long as such disagreement continues or such doubt exists,
      and in any such event, the Collateral Agent shall not become liable in any
      way
      or to any person for its failure or refusal to act. The Collateral Agent shall
      be entitled to continue so to refrain from acting until (A) the rights of all
      Business Parties or other third person(s) shall have been fully and finally
      adjudicated by a court of competent jurisdiction or (B) all differences shall
      have been adjusted and all doubt resolved by agreement among all of the
      interested persons, and the Collateral Agent shall have been notified thereof
      in
      writing signed by all such persons. The Collateral Agent shall have the option,
      after thirty (30) days’ notice to the Business Parties of its intention to do
      so, to file an action in interpleader requiring the parties to answer and
      litigate any claims and rights among themselves. 

     

    
      
         

      

      
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    The
      rights of the Collateral Agent under this Section
      11(q)
      are
      cumulative of all other rights which it may have by law or
      otherwise.

     

    (r) The
      Collateral Agent does not have and will not have any interest in the Pledged
      Collateral or any funds that may be derived from the sale or transfer of any
      Pledged Collateral, but is serving only as escrow holder and has only possession
      thereof.

     

    (s) The
      Collateral Agent’s duties and responsibilities shall be determined only with
      reference to this Agreement. The Collateral Agent is not charged with any duties
      or responsibilities in connection with any other document or
      agreement.

     

    (t) The
      Collateral Agent may execute any of its powers or responsibilities hereunder
      either directly or by or through its agents or attorneys and the Collateral
      Agent shall not be responsible for any misconduct or negligence on the part
      of
      any agent or attorney appointed with due care by it hereunder.

     

    (u) Each
      of
      Business Parties do hereby release the Collateral Agent from any act done or
      omitted to be done by the Collateral Agent in good faith in the performance
      of
      its duties hereunder, and each of Business Parties do hereby jointly and
      severally agree to fully indemnify the Collateral Agent and its directors,
      officers, employees and agents (the “Collateral
      Agent Indemnified Parties”)
      for,
      and to hold each of them harmless from and against, any loss, liability, claim,
      damage or expense (including reasonable attorneys’ fees and expenses) incurred
      by the Collateral Agent Indemnified Parties, arising out of or in connection
      with the Collateral Agent entering into this Agreement and carrying out its
      duties hereunder, including the reasonable costs and expenses of defending
      itself from any claim or liability; provided,
      however,
      that
      the Collateral Agent Indemnified Parties shall not be entitled to
      indemnification hereunder for losses, liabilities and expenses caused by the
      willful misconduct, fraud or gross negligence of any of the Collateral Agent
      Indemnified Parties. The agreements contained in this Section
      11(u)
      shall
      survive despite any termination of this Agreement or the resignation or removal
      of the Collateral Agent.

     

    (v) The
      Collateral Agent shall not incur any liability for not performing any act or
      fulfilling any duty, obligation or responsibility hereunder by reason of any
      occurrence beyond the control of the Collateral Agent (including but not limited
      to any act or provision of any present or future law or regulation or
      governmental authority, any act of God or war, or the unavailability of the
      Federal Reserve Bank wire or telex or other wire or communication
      facility).

     

    (w) Anything
      in this Agreement to the contrary notwithstanding, in no event shall the
      Collateral Agent be liable for consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits), regardless of the form
      of action.

     

    (x) The
      Collateral Agent may resign at any time or be removed by the written mutual
      consent of the Business Parties. No resignation or removal of the Collateral
      Agent and no appointment of a successor Collateral Agent, however, shall be
      effective until the acceptance or removal of the Collateral Agent in the manner
      herein provided. In the event of the resignation or removal of the Collateral
      Agent, the Business Parties shall in good faith agree upon a successor
      Collateral Agent. If the Business Parties are unable to agree upon a successor
      Collateral Agent within fourteen (14) days after receipt of a notice of
      resignation or removal is given, the Collateral Agent may deposit the Pledged
      Collateral and any funds delivered to the Collateral Agent from the sale or
      transfer of any Pledged Collateral with a court of competent jurisdiction and
      may petition, at the sole expense of the Business Parties, a court of competent
      jurisdiction for the appointment of a successor Collateral Agent. Any successor
      Collateral Agent shall execute and deliver to the predecessor Collateral Agent
      and the Business Parties an instrument accepting such appointment and the
      transfer of the Pledged Collateral and any funds delivered to the Collateral
      Agent from the sale or transfer of any Pledged Collateral and agreeing to the
      terms of this Agreement, and thereupon such successor Collateral Agent shall,
      without further act, become vested with all the estates, properties, rights,
      powers and duties of the predecessor Collateral Agent as if originally named
      herein.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    (y) Any
      law
      firm with which the Collateral Agent may merge or consolidate shall be the
      successor Collateral Agent without further act.

     

    (z) At
      any
      time CHTL can request the Collateral Agent to resign, the Collateral Agent
      agrees to resign and another Collateral Agent acceptable to both ASSAC and
      CHTL
      shall be appointed as Collateral Agent.

    


    12. Definitions. The
      singular shall include the plural and vice versa and any gender shall include
      any other gender as the context may require. 

     

    13. Successors
      and Assigns. This
      Agreement shall be binding upon and inure to the benefit of ASSAC, CHTL and
      their respective successors and assigns. ASSAC's successors and assigns shall
      include, without limitation, a receiver, trustee or debtor-in-possession of
      or
      for ASSAC. 

     

    13. GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE A CONTRACT MADE UNDER
      AND GOVERNED BY
      THE
      INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAWS
      PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY STATE OTHER
      THAN THE STATE OF CALIFORNIA. 

     

    14. Severability. Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but, if any provision of
      this
      Agreement shall be held to be prohibited or invalid under applicable law, such
      provision shall be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Agreement. 

     

    15. Further
      Assurances. ASSAC
      agrees that it
      will
      cooperate with CHTL and the Collateral Agent and will execute and deliver,
      or
      cause to be executed and delivered, all such other assignments separate from
      certificate, proxies, instruments and documents, and will take all such other
      actions, including, without limitation, the execution and filing of financing
      statements, as CHTL or the Collateral Agent may reasonably request from time
      to
      time m order to carry out the provisions and purposes of this Agreement.


     

    16. Notices.
      Except
      as otherwise provided herein, whenever it is provided herein that any notice,
      demand, request, consent, approval, declaration or other communications shall
      or
      may be given to or served upon any of the parties by any other party, or
      whenever any of the parties desires to give or serve upon any other
      communication with respect to this Agreement, each such notice, demand, request,
      consent, approval, declaration or other communication shall be in writing and
      shall be given (and deemed to have been given) to the address on record with
      the
      sending party and otherwise in accordance with and subject to the terms of
      the
      Note. 

     

    17.
       Amendments,
      Waivers and Consents.
      No
      amendment to, modification or waiver of, or consent with respect to, any
      provision of this Agreement shall in any event be effective unless the same
      shall be in writing and signed and delivered by CHTL and ASSAC, and then any
      such amendment, modification, waiver or consent shall be effective only in
      the
      specific instance and for the specific purpose for which given. 

     

    18.
       Section
      Headings.
      The
      section headings in this Agreement are inserted for convenience of reference
      and
      shall not be considered a part of this Agreement or used in its
      interpretation.

     

    19.
       Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall together constitute one and the same
      agreement. Any such counterpart which may be delivered by facsimile transmission
      shall be deemed the equivalent of an originally signed counterpart and shall
      be
      fully admissible in any enforcement proceedings regarding this Agreement.


     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    20.
       Merger.
      This
      Agreement represents the final agreement of ASSAC and CHTL with respect to
      the
      matters contained herein and may not be contradicted by evidence of prior or
      contemporaneous agreements, or subsequent oral agreements, between ASSAC and
      CHTL. 

     

    [Remainder
      of Page Intentionally Left Blank; Signature Page Follows]

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the
      parties hereto have
      each
      caused this Pledge Agreement to be executed and delivered by its duly authorized
      officer as of the date first set forth above. 

     

    PLEDGOR:

     

    
      	
              ASIA
                SPECIAL SITUATION ACQUISITION CORP.

            	 	 	 
	 	 	 	 
	
            	 	 	 
	By:
              	 	 	 
	
              
                

              

              
                Dr.
                  Gary T. Hirst, President

              

            	 	 	
            


    

     

     

    PLEDGEE:
      

    
       

      
        	
                
                  CHINA
                    TEL GROUP, INC.

                

              	 	 	 
	 	 	 	 
	
              	 	 	 
	By:
                	 	 	 
	
                
                  

                

                
                  George
                    Alvarez, President

                

              	 	 	
              


      

       

       

    

    
      
        
          COLLATERAL
            AGENT:

        

         

        
          	
                  
                    
                      HORWITZ,
                        CRON & JASPER,
                        P.L.C.

                    

                  

                	 	 	 
	 	 	 	 
	
                	 	 	 
	By:
                  	 	 	 
	
                  
                    

                  

                  
                    
                      Lawrence
                        Horwitz, Partner

                    

                  

                	 	 	
                


        

         

        
          
             

          

          
            -11-

            
              

            

          

          
             

          

        

      

    

     

    EXHIBIT
      A 

     

    FORM
      OF ASSIGNMENT SEPARATE FROM CERTIFICATE

     

    FOR
      VALUE RECEIVED, the
      undersigned, ________________________,
      does
      hereby sell,  assign
      and transfer unto __________________,
      warrants
      to purchase ordinary shares of ____________________________
      (the
“Pledged
      Securities”),
      standing in the name of the undersigned on the books of said corporation and
      does hereby irrevocably constitute and appoint
      ____________________________________, as Agent, as the undersigned's true and
      lawful attorney, for it and in its name and stead, to sell, assign and transfer
      all or any of the Shares, and for that purpose to make and execute all necessary
      acts of assignment and transfer thereof; and to substitute one or more persons
      with like full power, hereby ratifying and confirming all that said attorney
      or
      substitute or substitutes shall lawfully do by virtue hereof. 

     

    Dated:
      __________________

     

    [_____________,
      a_____________, ___________]

     

    
      	 	 	 	 
	By:	 	 	 
	
              
                

              

              Name:
                _______________________________

            	 	 	
            
	 	 	 	 
	
              Its:
                _________________________________

            	 	 	
            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B

     

    LETTER
      OF INSTRUCTION

    


    HORWITZ,
      CRON & JASPER, P.L.C.,

    Four
      Venture Plaza, Suite 390, 

    Irvine,
      CA 92618

    Attn:
      Lawrence Horwitz, Esq.

    


    Re: Pledge
      Agreement, dated __________ 2008 among Asia Special Situation Acquisition Corp.
      (“ASSAC”), China Tel Group, Inc. (“CHTL”), and Horwitz, Cron & Jasper,
      P.L.C. (“Collateral Agent”).

    


    Gentlemen:

    


    Reference
      is made to the above captioned Pledge Agreement. Unless otherwise defined
      herein, all capitalized terms shall have the same meaning as is defined in
      the
      Pledge Agreement.

    


    Alternative
      Instructions 1

    


    You
      are
      hereby instructed to release the following items of the Pledged Collateral
      of
      CHTL in your possession to ASSAC.

    


    _________
      shares of Class A Common Stock and ____________ shares of Series A Preferred
      Stock.

    


    Very
      truly yours,

     

    
      	China Tel Group,
              Inc.	 	 	Asia Special Situation Acquisition
              Corp. 
	
            	 	 	 
	By:	 	 	By:

	
              
                

              

              ______________,
                Authorized Signatory

            	 	 	
              
                

              

              ______________,
                Authorized
                Signatory

            


    

     

    Alternative
      Instructions 2

    


    Please
      be
      advised that an Event of Default under the Note has occurred and is continuing,
      as a result of which you are hereby instructed to release all of the Pledged
      Collateral in your possession to China Tel Group, Inc. 

    


    Very
      truly yours,

    
       

      
        	
                China
                  Tel Group, Inc. 

              	 	 	
              
	
              	 	 	 
	By:	 	 	
              
	
                
                  

                

                ______________,
                  Authorized Signatory

              	 	 	
                 

              


      

    

    


    cc:  
      Dr.
      Gary
      T. Hirst

    ASIA
      SPECIAL SITUATION ACQUISITION CORP

    c/o
      M&C Corporate Services Limited, P.O. Box 309GT,

    gland
      House, South Church Street, George Town, Grand Cayman

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      C

    


    Names,
      Emails and signature(s) for:

     

    Person(s)
      Designated to give Instructions to the Collateral
      Agent

     

    If
      from
      ASSAC:

    


    
      	
              Name

            	 	
              Email

            	 	
              Signature

            
	 	 	 	 	 
	
              Dr.
                Gary T. Hirst

            	 	
              gary@axiat.com

            	 	
              ___________________________

            


    

    


    If
      from
      CHTL

    


    
      	
              Name

            	 	
              Email

            	 	
              Signatures

            
	 	 	 	 	 
	
              George
                Alvarez

               

              or

               

              ________________

            	 	
              ____________________

            	 	
              __________________________

               

               

               

              ___________________________

            


    

    


    All
      instructions must include the signature of the person(s) authorizing said
      instructions.