AGREEMENT
      AND PLAN OF MERGER

     

    THIS
      AGREEMENT AND PLAN OF MERGER
      (the
      "Agreement"),
      dated
      August 6, 2008, is made and entered into as of the 31st
      day of
      July 2008, by and among ASIA
      SPECIAL SITUATION ACQUISITION CORP.,
      a
      Cayman Island corporation ("ASSAC");
      CHINA
      TEL GROUP, INC.,
      a
      Nevada corporation ("CHTL");
      GEORGE
      ALVAREZ (“Alvarez”);
      and
CHTL
      ACQUISITION CORP., a
      Nevada
      corporation (“Mergerco”).
      Alvarez and the other Persons listed on Schedule
      A
      annexed
      hereto and made a part hereof who are holders of CHTL Class B Common Stock
      are
      hereinafter collectively referred to as the “CHTL
      Principal Shareholders”
and
      ASSAC, CHTL, the CHTL Principal Shareholders, and Mergerco are hereinafter
      sometimes collectively referred to as the “Parties.” 

     

    Recitals

     

    A.
       Effective
      as at the date of this Agreement, ASSAC, CHTL, Trussnet
      Group, Inc.,
      a
      Nevada corporation (“Trussnet”)
      and
      the CHTL Principal Shareholders entered into an amended and restated stock
      purchase agreement (the “Purchase
      Agreement”),
      pursuant to which, inter
      alia,
      on the
“Closing Date” of the transactions contemplated by the Purchase Agreement, ASSAC
      agreed to purchase for $270,000,000 the “Purchased Securities” of CHTL (as those
      terms are defined in the Purchase Agreement). 

     

    B. The
      Parties hereto all deem it necessary and advisable to enter into this Agreement,
      pursuant to which, inter
      alia,
      Mergerco will be merged with and into CHTL with CHTL as the surviving
      corporation of such merger (the “Merger”);
      as a
      result of which ASSAC shall own 100% of the shares of capital stock of
      CHTL.

     

    C. The
      Board
      of Directors of ASSAC and Mergerco each deems the Merger advisable and in the
      best interest of said corporations and its shareholders and have each approved
      and adopted the form, terms and provisions of the Purchase Agreement, this
      Agreement and the Merger.

     

    D. The
      Board
      of Directors of CHTL and the CHTL Principal Shareholders each deems the Merger
      advisable and in the best interest of said corporation and its shareholders
      and
      the Board of Directors of CHTL and the CHTL Principal Shareholders have each
      approved and adopted the form, terms and provisions of the Purchase Agreement,
      this Agreement and the Merger.

     

    E.
       Alvarez
      is a director, chief executive officer of CHTL and a CHTL Principal Shareholder,
      and Alvarez and the other CHTL Principal Shareholders are entering into this
      Agreement as an inducement to ASSAC.

     

    Agreement

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants
      contained herein, the Parties agree as follows:

     

    ARTICLE
      I. -
      THE MERGER

     

    1.1 The
      Merger.
      Upon
      the terms and subject to the conditions set forth in this Agreement, and in
      accordance with the General Corporation Law of the State of Nevada (the
      "Nevada
      Corporation Law"),
      Mergerco shall be merged with and into CHTL at the Effective Time. Following
      the
      Effective Time, the separate corporate existence of Mergerco shall cease and
      CHTL shall continue as the surviving corporation of the Merger (the
      "Surviving
      Corporation")
      and
      shall succeed to and assume all the rights and obligations of Mergerco in
      accordance with the Nevada Corporation Law. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.2 Effective
      Time.
      Subject
      to the provisions of this Agreement, as soon as practicable on or after the
      Effective Time, the Parties shall file a certificate of merger or other
      appropriate documents (in any such case, the "Certificate
      of Merger")
      executed in accordance with the relevant provisions of the Nevada Corporation
      Law and shall make all other filings or recordings required under the Nevada
      Corporation Law . The Merger shall become effective at such time and on such
      date as the Certificate of Merger is duly filed with the Nevada Secretary of
      State, or at such other time as ASSAC and CHTL shall agree should be specified
      in the Certificate of Merger (the time the Merger becomes effective being
      referred to herein as the "Effective
      Time").

     

    1.3 Effects
      of the Merger.
      The
      Merger shall have the effects set forth in the applicable provisions of the
      Nevada Corporation Law.

     

    1.4 Certificate
      of Incorporation and Bylaws.

     

    (a) The
      CHTL
      certificate of incorporation as in effect immediately following the Effective
      Time shall be the certificate of incorporation of the Surviving Corporation
      until thereafter changed or amended as provided therein or by applicable
      law.

     

    (b) The
      bylaws of CHTL as in effect immediately following the Effective Time shall
      be
      the bylaws of the Surviving Corporation until thereafter changed or amended
      as
      provided therein or by applicable law.

     

    1.5 Directors.
      The
      board of directors of CHTL immediately prior to the Effective Time shall
      constitute the entire members of be the board of directors of the Surviving
      Corporation until the earlier of their resignation or removal or until their
      respective successors are duly elected and qualified, as the case may
      be.

     

    1.6 Officers.
      The
      officers of CHTL immediately prior to the Effective Time shall constitute all
      of
      the officers of the Surviving Corporation until the earlier of their resignation
      or removal or until their respective successors are duly elected and qualified,
      as the case may be.

     

    1.7 Effect
      on Securities.
      As of
      the Effective Time, by virtue of the Merger and without any action on the part
      of the holder of any shares of the outstanding capital stock, notes or other
      evidences of indebtedness of CHTL, Mergerco or ASSAC:

     

    (a) ASSAC
      Ordinary Shares and ASSAC Warrants. Each
      of
      the 14,000,000 ordinary shares of ASSAC, $0.0001 par value per share (the
“ASSAC
      Ordinary Shares”)
      that
      are issued and outstanding as at the Effective Time of the Merger shall remain
      issued and outstanding following the Effective Time of the Merger, except as
      otherwise provided in Section
      1.7(i)
      below.
      Each of the 17,225,000 issued and outstanding warrants to purchase ASSAC
      Ordinary Shares (the “ASSAC
      Warrants”)
      that
      are issued and outstanding as at the Effective Time of the Merger shall remain
      issued and outstanding following the Effective Time of the Merger, except as
      otherwise provided in Section
      1.7(i)
      below.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) CHTL
      Treasury Stock. Each
      share of CHTL Class A common stock, par value $0.001 per share ("CHTL
      Class A Common Stock"),
      each
      share of CHTL Class B common stock, par value $0.001 per share ("CHTL
      Class B Common Stock")
      and
      each share of CHTL preferred stock, $___ par value per share (the “CHTL
      Preferred Stock”)
      that
      is held in the treasury of CHTL or by any wholly owned subsidiary of CHTL,
      and
      each share of CHTL Class A Common Stock, each share of CHTL Class B Common
      Stock
      and each share of CHTL Preferred Stock that is owned by ASSAC shall
      automatically be cancelled and returned and shall cease to exist and no
      consideration shall be delivered in exchange therefor.

     

    (c) Mergerco
      Common Stock.
      Each
      share of common stock, $0.01 par value per share, of Mergerco issued and
      outstanding immediately prior to the Effective Time shall be converted into
      and
      exchanged for one issued, fully paid and nonassessable share of common stock,
      par value $0.01 per share of the Surviving Corporation.

     

    (d) Outstanding
      CHTL Class A Common Stock. As
      at the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      the holder of any shares of CHTL Class A Common Stock or any shares of capital
      stock of ASSAC or the Surviving Corporation, each full share of CHTL Class
      A
      Common Stock that is issued and outstanding as at the Effective Time of the
      Merger (other than shares of CHTL Class A Common Stock to be canceled in
      accordance with Section
      1.7(b)
      hereof),
      shall be converted into and exchanged for the right to receive twenty two and
      one-half percent (0.225) of one ASSAC Ordinary Share (the
      “Class
      A Common Stock Exchange Ratio”).

     

    (e) Outstanding
      CHTL Class B Common Stock. As
      at the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      the holder of any shares of CHTL Class B Common Stock or any shares of capital
      stock of ASSAC or the Surviving Corporation, each full share of CHTL Class
      B
      Common Stock that is issued and outstanding as at the Effective Time of the
      Merger (other than shares of CHTL Class B Common Stock to be canceled in
      accordance with Section
      1.7(b)
      hereof),
      shall be converted into the right to receive that fraction of a share of ASSAC
      Series A Voting Preferred Stock (the
      “Class
      B Common Stock Exchange Ratio”)
      as
      shall
      be determined by dividing (i) 1,000,000, representing the aggregate number
      of
      shares of ASSAC Series A Voting Preferred Stock being issued in connection
      with
      the Merger,
      by (ii)
      the aggregate number of shares of CHTL Class B Common Stock issued and
      outstanding as at the Effective Time of the Merger. 

     

    As
      of the
      Effective Time, all shares of CHTL Class A Common Stock and CHTL Class B Common
      Stock (collectively, the “CHTL
      Common Stock”)
      shall
      no longer be issued or outstanding and shall automatically be canceled and
      retired and shall cease to exist, and each holder of a certificate representing
      any such shares of CHTL Common Stock shall cease to have any rights with respect
      thereto, except the right to receive the ASSAC Ordinary Shares and the ASSAC
      Series A Voting Preferred Stock, without interest, based on the Class A Common
      Stock Exchange Ratio and the Class B Common Stock Exchange Ratio, respectively,
      as provided in Section
      1.7(d)
      and
Section
      1.7(e).

     

    (f) Outstanding
      CHTL Preferred Stock. As
      at the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      the holder of any shares of CHTL Preferred Stock or any shares of capital stock
      of ASSAC or the Surviving Corporation, each full share of CHTL Preferred Stock
      that is issued and outstanding as at the Effective Time of the Merger (other
      than shares of CHTL Preferred Stock to be canceled in accordance with
Section
      1.7(b)
      hereof),
      shall be converted into and exchanged for the right to receive that number
      of
      ASSAC Ordinary Shares or fraction of an ASSAC Ordinary Share as shall be
      determined by (i) converting such share of CHTL Preferred Stock, at the
      conversion price then in effect, into the applicable number of shares of CHTL
      Class A Common Stock (the “CHTL
      Preferred Stock Conversion Shares”),
      and
      (ii) multiplying such number of CHTL Preferred Stock Conversion Shares by
      twenty-two and one-half percent (0.225) (the
      “Preferred
      Stock Exchange Ratio”).
      For
      the avoidance of doubt, if each full share of CHTL Preferred Stock (purchased
      at
      $10.00 per share) is convertible by the holder into 4.4444 shares of CHTL Class
      A Common Stock, then such share of CHTL Preferred Stock would be converted
      into
      and exchanged for one (1) full ASSAC Ordinary Share. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    As
      of the
      Effective Time, all shares of CHTL Preferred Stock shall no longer be issued
      or
      outstanding and shall automatically be canceled and retired and shall cease
      to
      exist, and each holder of a certificate representing any such shares of CHTL
      Preferred Stock shall cease to have any rights with respect thereto, except
      the
      right to receive the ASSAC Ordinary Shares, without interest, based on the
      Class
      A Common Stock Exchange Ratio. 

     

    (g) Outstanding
      CHTL Debentures. By
      virtue
      of the Merger and without any action on the part of any holder of the aggregate
      up to $45,000,000 maximum principal amount of 10% convertible debentures of
      CHTL
      due December 31, 2008 and convertible by the holder(s) at $0.95 per share into
      CHTL Class A Common Stock (the “CHTL
      Debentures”),
      each
      of such CHTL Debentures issued and outstanding as of the Effective Time shall
      be
      converted into an identical principal amount of 10% convertible debentures
      of
      ASSAC (individually, an “ASSAC
      Debenture”
and
      collectively, as the “ASSAC
      Debentures”).
      Such
      ASSAC Debentures: 

     

    (i) shall
      be
      due and payable on March 31, 2009; 

     

    (ii) shall
      be
      convertible by the holder at any time on or after January 1, 2009 and on or
      prior to the March 31, 2009 maturity date of the ASSAC Debentures, into
      0.236842
      ASSAC
      Ordinary Share (the “ASSAC
      Debenture Exchange Ratio”)
      determined
      by dividing $1.00 by the $0.95 conversion price of the CHTL Debentures and
      multiplying the result thereof by $2.25). For the avoidance of doubt, each
      $1.00
      principal amount of ASSAC Debentures shall be convertible into 0.2368421 ASSAC
      Ordinary Shares,
      and


     

    (iii) shall
      be
      in the form of the note annexed hereto as Exhibit
      A
      and made
      a part hereof.

     

    (h) CHTL
      Warrants and CHTL Options. As
      at the
      Effective Time any issued and outstanding options to purchase shares of CHTL
      Common Stock (“CHTL
      Options”)
      or
      warrants to purchase shares of CHTL Common Stock (“CHTL
      Warrants”)
      shall
      be cancelled and of no further force or effect.

     

    (i) ASSAC
      Ordinary Shares Owned by CHTL. As
      at the
      Effective Time, each issued and outstanding share of ASSAC Ordinary Shares,
      if
      any, that is owned of record by CHTL immediately prior to the Effective Time
      of
      the
      Merger shall automatically be cancelled and returned and shall cease to exist
      and no consideration shall be delivered in exchange therefor. 

     

    (j) Terms
      of ASSAC Series A Voting Preferred Stock. As
      at the
      Effective Time of the Merger, the board of directors of ASSAC shall issue,
      from
      the 1,000,000 authorized shares of ASSAC preferred stock, an aggregate of
      1,000,000 shares of Series A Voting Preferred Stock of ASSAC, which shall
      contain the rights and privileges that are substantially identical to the terms
      of the CHTL Class B Common Stock or otherwise acceptable to Alvarez, including,
      without limitation, the following:

     

    (i) Amount.
      The
      authorized and issued shares of Series A Voting Preferred Stock shall not be
      increased unless the holders of Eighty-Five Percent (85%) of the issued and
      outstanding shares of Series A Voting Preferred Stock vote in favor of
      increasing the number of authorized Series A Voting Preferred
      Stock.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (ii) Voting. Each
      holder of a share of Series A Voting Preferred Stock shall have the right to
      cast one hundred (100) votes for each share of Series A Voting Preferred Stock
      held by such shareholder at any duly called meeting of shareholders or pursuant
      to a written consent of shareholders 

     

    (iii) No
      Economic Interest or Right to Dividends. The
      Series A Voting Preferred Stock shall have no economic interest in the assets
      or
      properties of ASSAC or any of its direct or indirect Subsidiaries, nor shall
      the
      holders of any shares of Series A Voting Preferred Stock be entitled to receive
      any consideration, or share in the receipt of any consideration, available
      to
      other holders of securities of ASSAC in connection with (A) the sale or transfer
      of any securities or assets of ASSAC or any of its direct or indirect
      Subsidiaries (whether through stock sale, asset sale, merger, tender offer,
      consolidation or like combination), or (B) the transfer of any shares of Series
      A Voting Preferred Stock to any other Person. The holders of Series A Voting
      Preferred Stock shall not be entitled to the payment of any dividends payable
      by
      ASSAC or any of its direct or indirect Subsidiaries, in cash or in kind.


     

    (iv) No
      Rights on Liquidation. In
      the
      event of any liquidation, dissolution or winding up of ASSAC or any of its
      direct or indirect Subsidiaries, whether voluntary or involuntary, the holders
      of shares of Series A Voting Preferred Stock shall not be entitled to receive
      any cash, cash-in-kind or assets whatsoever of ASSAC or any of its
      Subsidiaries.

     

    (v) Conversion. The
      Series A Voting Preferred Stock shall have no rights to convert into any other
      authorized shares or other securities of ASSAC or any of its direct or indirect
      Subsidiaries.

     

    (vi) Transferability. The
      consent of Eighty-One Percent (81%) of the issued and outstanding shares of
      Series A Voting Preferred Stock shall be required for any holder of Series
      A
      Voting Preferred Stock to sell, assign, or transfer any shares of Series A
      Voting Preferred Stock to any third party, or to grant proxies or voting rights
      with respect to any shares of Series A Voting Preferred Stock, except for any
      proxies granted to Alvarez relating to the Series A Voting Preferred
      Stock.

     

    (vii) Redemption
      Rights. ASSAC
      shall automatically redeem the Series A Voting Preferred Stock on July 1, 2023
      (the “Redemption
      Date”).
      On
      the Redemption Date each share of Series A Voting Preferred Stock shall be
      redeemed by CHTL at the par value ($0.0001) of the shares of Series A Voting
      Preferred Stock.

     

    (viii) Proxy. All
      holders of CHTL Class B Common Stock who shall receive the ASSAC Series A Voting
      Preferred Stock shall grant to Alvarez a proxy to vote all of their shares
      of
      ASSAC Series A Voting Preferred Stock. 

     

    (k) ASSAC
      Note. As
      at the
      Effective Time of the Merger, the then outstanding amount of the $165,000,000
      original principal amount of the ASSAC non-interest bearing Note due March
      31,
      2009 and issued to CHTL under the terms of the Purchase Agreement shall be
      cancelled and extinguished.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    1.8 Exchange
      of CHTL Instruments.

     

    (a) ASSAC
      shall designate Continental Stock Transfer & Trust Company, or another a
      person reasonably acceptable to CHTL to act as exchange agent in the Merger
      (the
      "Exchange
      Agent"),
      and,
      from time to time on, prior to or after the Effective Time, ASSAC shall make
      available, or cause the Surviving Corporation to make available, to the Exchange
      Agent ASSAC Ordinary Shares and ASSAC Series A Voting Preferred Stock and ASSAC
      Debentures (collectively, the “ASSAC
      Securities”)
      in
      amounts and at the times necessary for the delivery of the Merger Consideration,
      to be delivered upon surrender of certificates representing the shares of CHTL
      Common Stock and CHTL Preferred Stock, the CHTL Debentures and other CHTL
      Securities to be converted into ASSAC Securities pursuant to Section
      1.7.

     

    (b) As
      soon
      as reasonably practicable after the Effective Time, the Exchange Agent shall
      mail to each holder of record on the Record Date of CHTL Common Stock, CHTL
      Preferred Stock and CHTL Debentures (collectively, “CHTL
      Securities”)
      (i) a
      letter of transmittal (which shall specify that delivery shall be effected,
      and
      risk of loss and title to the certificates evidencing shares of CHTL Common
      Stock, CHTL Preferred Stock, CHTL Debentures and other CHTL Securities
      (collectively, “CHTL
      Instruments”)
      shall
      pass, only upon delivery of the CHTL Instruments to the Exchange Agent and
      shall
      be in a form and have such other provisions as ASSAC may reasonably specify)
      and
      (ii) instructions for use in effecting the surrender of the CHTL Instruments
      in
      exchange for the Merger Consideration and other ASSAC Securities. Upon surrender
      of a CHTL Instrument for cancellation to the Exchange Agent or to such other
      agent or agents as may be appointed by ASSAC, together with such letter of
      transmittal, duly executed, and such other documents as may reasonably be
      required by the Exchange Agent, the holder of such CHTL Instrument shall be
      entitled to receive in exchange therefor the amount of Merger Consideration
      and
      other ASSAC Securities theretofore represented by such CHTL Instruments which
      shall have been converted or exchange pursuant to Section 1.7, and the CHTL
      Instruments so surrendered shall forthwith be canceled. In the event any CHTL
      Instruments shall have been lost, stolen or destroyed, ASSAC may, in its
      discretion and as a condition precedent to the delivery of the Merger
      Consideration, ASSAC Debentures or other ASSAC Securities in respect of the
      CHTL
      Instruments, require the owner of such lost, stolen or destroyed CHTL Instrument
      to deliver a affidavit or bond in such amount or form as it may reasonably
      direct as indemnity against any claim that may be made against ASSAC, the
      Surviving Corporation or the Exchange Agent.

     

    (c) All
      Merger Consideration delivered upon the surrender of shares of CHTL Common
      Stock, CHTL Preferred Stock, CHTL Debentures and other CHTL Securities in
      accordance with the terms of this Section 1.8 shall be deemed to have been
      paid
      in full satisfaction of all rights pertaining to the shares of CHTL Common
      Stock, CHTL Preferred Stock and CHTL Debentures represented by such CHTL
      Instruments. At the Effective Time, the stock transfer books and note register
      of CHTL shall be closed, and there shall be no further registration of transfers
      on the stock transfer books of the Surviving Corporation of shares of CHTL
      Common Stock or CHTL Debentures that were outstanding immediately prior to
      the
      Effective Time. If, after the Effective Time, CHTL Instruments are presented
      to
      the Surviving Corporation or the Exchange Agent for any reason, they shall
      be
      canceled and exchanged as provided in this Section 1.8.

     

    1.9 Registration
      Statement
      .


     

    Prior
      to
      the Effective Time of the Merger, ASSAC and CHTL shall cause to be filed with
      the United States Securities and Exchange Commission (the “SEC”),
      a
      registration for Form S-4 and Form F-4 of CHTL and ASSAC, respectively (each,
      a
“Registration
      Statement”.
      The
      Form S-4 Registration Statement of CHTL shall include the Information Statement,
      and the) Form F-4 Registration Statement of ASSAC shall include the Information
      Statement as the ASSAC prospectus, pursuant to which ASSAC shall register under
      the Securities Act the Merger Consideration. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    1.10 Holders
      of Record of CHTL Securities.

     

    (a) Only
      holders of record of shares of CHTL Common Stock and CHTL Preferred Stock as
      at
      the Effective Time of the Merger shall be entitled to receive ASSAC Ordinary
      Shares and ASSAC Series A Voting Preferred Stock, as Merger Consideration as
      of
      the Effective Time of the Merger. Persons who are holders of CHTL Debentures
      as
      at the Effective Time of the Merger shall only be entitled to receive ASSAC
      Debentures in connection with the Merger. 

     

    (b) Persons
      who timely deliver to CHTL prior to the Effective Time of the Merger duly
      executed notices of conversion of their CHTL Debentures in accordance with
      the
      terms of such CHTL Debentures hall be deemed to be holders of record of shares
      of CHTL Common Stock as at the Effective Time of the Merger, even if a stock
      certificate(s) evidencing such shares of CHTL Common Stock shall not have been
      delivered to such Person as at the Effective Time of the Merger. 

     

    1.11 Closing.
       The
      closing of the Merger (the “Closing”)
      will
      take place at the offices of Hodgson Russ LLP, counsel to ASSAC, at its office
      in New York, New York, within ten days following the delivery of satisfaction
      or
      waiver of the conditions precedent set forth in Section 4 or at such other
      date
      as ASSAC and the CHTL Principal Shareholders shall agree (the “Effective
      Time”),
      but
      in no event shall the Effective Time occur later than March 31, 2009, unless
      such date shall be extended by mutual agreement of ASSAC and the CHTL Principal
      Shareholders to not later than June 30, 2009 (the “Outside
      Effective Time”).
      On
      the Effective Time the Parties shall consummate the Merger and cause the
      Articles of Merger to be filed at such Closing with the Secretary of State
      of
      the State of Nevada.

    


    1.12 Dissenters
      Rights. Notwithstanding
      anything in this Agreement to the contrary, any issued and outstanding shares
      of
      CHTL Common Stock held by a Person who objects to the Merger (a "Dissenting
      Shareholder")
      and
      complies with all the provisions of Section 92A.380 of the Nevada Corporation
      Law concerning the right of holders of CHTL Common Stock to dissent from the
      Merger and require appraisal of their shares of CHTL Common Stock, as the case
      may be (the "Dissenting
      Shares")
      shall
      not be converted as described in Section
      1.7
      but
      shall become the right to receive such consideration as may be determined to
      be
      due to such Dissenting Shareholder pursuant to Section 92A.380 of the Nevada
      Corporation Law. If, after the Effective Time, such Dissenting Shareholder
      withdraws his demand for appraisal or fails to perfect or otherwise loses his
      right of appraisal, in any case pursuant to the Nevada Corporation Law, his
      Dissenting Shares shall be deemed to be converted as of the Effective Time
      into
      the right to receive his pro-rata shares of the Merger Consideration. CHTL
      shall
      give ASSAC (i) prompt notice of any demands for appraisal of Dissenting Shares
      received by either CHTL, and (ii) the opportunity to participate in all
      negotiations and proceedings with respect to any such demands. Neither CHTL
      nor
      ASSAC will voluntarily make any payment with respect to any demands for
      appraisal and will not, except with the prior written consent of the CHTL
      Principal Shareholders, settle or offer to settle any such demands.


    


    1.13 Change
      of Corporate Name. ASSAC
      shall use its best efforts (but shall not be legally obligated) to obtain the
      requisite shareholders approval to change its corporate name to “CHINATEL
      CORPORATION”
or
      such
      other corporate name as shall be acceptable to the Parties, with such name
      change to be effective, pursuant to the ASSAC Restated Charter, on or promptly
      following the Effective Time of the Merger.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      II - CERTAIN DEFINITIONS

    


    Except
      as
      defined elsewhere in this Agreement, all capitalized terms not expressly defined
      in this Agreement shall have the same meaning as is defined in the Purchase
      Agreement. In addition to other terms defined in this Agreement and the Purchase
      Agreement, the following terms shall have the meanings set forth below:


    


    “Applicable
      Law”
      means
      any domestic or foreign law, statute, regulation, rule, policy, guideline or
      ordinance applicable to the businesses of the Parties and/or the Merger.


    


    “Affiliate”
means
      any one or more Person controlling, controlled by or under common control with
      any other Person or their affiliate.

    


    “ASSAC
      Conversion Shares”
shall
      mean the number of ASSAC Ordinary Shares that may be issued following the
      Effective Time of the Merger to holders of ASSAC Debentures upon their
      conversion of up to $45,000,000 of such ASSAC Debentures.

    


    “ASSAC
      Ordinary Shares”
shall
      mean the ordinary shares of ASSAC, $0.0001 par value per share.

     

    “ASSAC
      Debentures”
shall
      have the meaning set forth in Section
      1.7(g)
      above,
      and shall refer to the maximum aggregate $45,000,000 principal amount of 10%
      debentures of ASSAC, and in the form of Exhibit
      A
      annexed
      hereto and made a part hereof. 

    


    “ASSAC
      Financings”
shall
      have the meaning set forth in Section 4.9 of this Agreement.

    


    “ASSAC
      Restated Charter”
shall
      mean the amended and restated certificate of incorporation of ASSAC in effect
      as
      at the Effective Time of the Merger.

    


    “Business
      Day”
shall
      mean any day, excluding Saturday, Sunday and any other day on which national
      banks located in New York, New York shall be closed for business.

    


    “Dollar”
      and
“$”
      means
      lawful money of the United States of America. 

    


    “Chinacomm
      Agreements” and
      “Chinacomm
      Parties”
      shall
      have the respective meanings as are defined in the Purchase
      Agreement.

    


    “CHTL
      Common Stock”
      means
      the collective reference to (a) the 500,000,000 shares of Class A common stock,
      $0.001 par value per share, of CHTL, and (b) the 200,000,000 shares of Class
      B
      common stock, $0.001 par value per share, of CHTL, authorized pursuant to its
      certificate of incorporation, as amended, through the Effective
      Time.

    


    “CHTL
      Principal Executive Officer”
shall
      mean Alvarez, in his capacity as President and Chief Executive Officer of
CHTL.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    “CHTL
      Stockholders”
means
      the collective reference to the CHTL Principal Shareholders and all other
      holders of CHTL Class A Common Stock, Class B Common Stock and CHTL Preferred
      Stock.

    


    “Effective
      Time”
shall
      mean the date upon which the Merger shall be consummated.

    


    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended. 

    


    “GAAP”
means
      generally accepted accounting principles in the United States of America as
      promulgated by the American Institute of Certified Public Accountants and the
      Financial Accounting Standards Board or any successor Institutes concerning
      the
      treatment of any accounting matter. 

    


    “Knowledge”
means
      the knowledge after reasonable inquiry. 

    


    “Information
      Statement”
shall
      mean the information statement referred to in Section
      1.9
      that
      will also constitute the ASSAC prospectus to be included in the Registration
      Statement declared effective by the SEC.

    


    “Lien”
means,
      with respect to any property or asset, any mortgage, lien, pledge, charge,
      security interest, encumbrance or other adverse claim of any kind in respect
      of
      such property or asset.

    


    “Material
      Adverse Effect”
with
      respect to any entity or group of entities means any event, change or effect
      that has or would have a materially adverse effect on the financial condition,
      business or results of operations of such entity or group of entities, taken
      as
      a consolidated whole. 

    


    “Merger
      Consideration”
shall
      mean the collective reference to: (a) all shares of ASSAC Ordinary Shares issued
      to the holders of CHTL Class A Common Stock and CHTL Preferred Stock as at
      the
      Effective Time of the Merger pursuant to Section
      1.7(d)
      and
Section
      1.7(f)
      of this
      Agreement, (b) all ASSAC Series A Voting Preferred Stock issued to holders
      of
      CHTL Series B Common Stock as at the Effective Time of the Merger pursuant
      to
Section
      1.7(e)
      of this
      Agreement, and (c) all ASSAC Debentures issued to holders of CHTL Debentures
      as
      at the Effective Time of the Merger pursuant to Section
      1.7(g)
      of this
      Agreement.

    


    “Person”
means
      any individual, corporation, partnership, trust or unincorporated organization
      or a government or any agency or political subdivision thereof. 

     

    “Tax”
(and,
      with correlative meaning, “Taxes”
and
      “Taxable”)
      means:


    


    (i)
      any
      income, alternative or add-on minimum tax, gross receipts tax, sales tax, use
      tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax,
      withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp
      tax, occupation tax, property tax, environmental or windfall profit tax, custom,
      duty or other tax, impost, levy, governmental fee or other like assessment
      or
      charge of any kind whatsoever together with any interest or any penalty,
      addition to tax or additional amount imposed with respect thereto by any
      governmental or Tax authority responsible for the imposition of any such tax
      (domestic or foreign), and 

    


    (ii)
      any
      liability for the payment of any amounts of the type described in clause (i)
      above as a result of being a member of an affiliated, consolidated, combined
      or
      unitary group for any Taxable period, and 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (iii)
      any
      liability for the payment of any amounts of the type described in clauses (i)
      or
      (ii) above as a result of any express or implied obligation to indemnify any
      other person. 

    


    “Tax
      Return”
means
      any return, declaration, form, claim for refund or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

    


    “Westmoore
      Warrants”
means
      warrants to purchase 500,000 Ordinary Shares of ASSAC upon substantially
      identical terms and conditions as the warrants to be issued by ASSAC to
      Canaccord Capital Corp. and Roth Capital Partners LLC under the engagement
      agreement referred to in Section
      4.13
      of this
      Agreement.

    


    ARTICLE
      III -. REPRESENTATIONS AND WARRANTIES OF CHTL.

    


    CHTL
      hereby
      severally represent and warrant to ASSAC
      as
      follows:

    


    3.1. Organization
      and Good Standing.
      Each of
      CHTL, Trussnet and the “Chinacomm Parties” (as that term is defined in the
      Purchase Agreement) are entities duly organized, validly existing and in good
      standing under the laws of their respective States or countries of organization,
      all as set forth on Schedule
      3.1
      to the
      Purchase Agreement.

     

    3.2. Subsidiaries.
      The
      only direct subsidiary of CHTL is Trussnet. Trussnet is a corporation duly
      organized, validly existing and in good standing under the laws of the State
      of
      Nevada.
      Schedule 3.2
      to the
      Purchase Agreement sets forth: (a) the names, (b) the authorized,
      issued and outstanding shares of capital stock or other equity of Trussnet
      and
      of each of the direct and indirect subsidiaries of Trussnet and all Chinacomm
      Parties, and (c) the record and beneficial owners of such capital stock or
      other equity.

     

    3.3. Authorization
      and Approvals. Each
      of
      CHTL, Trussnet and the Chinacomm Parties have the requisite corporate power
      and
      authority and have obtained all requisite licenses, permits, franchises,
      approvals and consents necessary (i) to own and operate its properties and
      to
      carry on its business as now being conducted, and (ii) to enter into and carry
      out the terms and conditions of this Agreement, as well as all transactions
      contemplated hereunder. All corporate proceedings have been taken and all
      corporate authorizations have been secured which are necessary to authorize
      the
      execution, delivery and performance by CHTL of this Agreement. This Agreement
      has been duly and validly executed and delivered by CHTL and Trussnet and
      constitutes the valid and binding obligation of CHTL, enforceable in accordance
      with its terms.

     

    3.4. Effect
      of Agreement.
      As of
      the Effective Time of the Merger, the consummation by any of CHTL, Trussnet
      and
      the Chinacomm Parties of the transactions contemplated hereby and by the
      Chinacomm Agreements, including the execution, delivery and consummation of
      this
      Agreement, will comply with all applicable law and will not:

     

    (a) violate
      any
      Requirement of Law applicable to or binding upon ASSAC, the Company, Trussnet
      or
      any of the Chinacomm Parties;

     

    (b) violate:
      (i)
      the
      terms of the Articles of Incorporation or Bylaws of CHTL, Trussnet and the
      Chinacomm Parties; or (ii) any material agreement, contract, mortgage,
      indenture, bond, bill, note, or other material instrument or writing binding
      upon CHTL, Trussnet and the Chinacomm Parties or to which any of CHTL, Trussnet
      and the Chinacomm Parties is subject;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c) accelerate
      or constitute an event entitling the holder of any indebtedness of any of
      CHTL,
      Trussnet and the Chinacomm Parties
      to
      accelerate the maturity of such indebtedness or to increase the rate of interest
      presently in effect with respect to such indebtedness; or

     

    (d) result
      in
      the breach of, constitute a default under, constitute an event which with notice
      or lapse of time, or both, would become a default under, or result in the
      creation of any lien, security interest, charge or encumbrance upon any of
      the
      assets or any other properties of any of CHTL,
      Trussnet and the Chinacomm Parties
      under
      any agreement, commitment, contract (written or oral) or other instrument to
      which any of CHTL,
      Trussnet and the Chinacomm Parties
      is a
      party or by which it is bound or affected.

     

    3.5. Consents
      and WiMAX License.

     

    (a) All
      consents, approvals or other authorizations or notices, required by any state
      or
      federal regulatory authority or other Person or entity, including all PRC
      Regulatory Authorities, in order to permit ASSAC, CHTL, Trussnet and the
      Chinacomm Parties to consummate the transactions contemplated by this Agreement
      and the Chinacomm Agreements and to enable CHTL, Trussnet and the Chinacomm
      Parties to operate their respective businesses, including the construction,
      installation and operation of the Wireless Installations under the WiMAX License
      have been obtained and are in full force and effect.

     

    (b) The
      MII
      or other applicable PRC Regulatory Authority have renewed the WiMAX license
      granted to Chinacomm for a minimum of not less than three years, and such WiMAX
      License, as so renewed is in compliance with the requirements of the PRC
      Regulatory Authorities.

     

    3.6. Legal
      Proceedings.
      There
      are no legal, administrative, arbitral or other actions, claims, suits or
      proceedings or investigations instituted or pending or, to the Knowledge of
      CHTL’s management, threatened against any of CHTL, Trussnet and the Chinacomm
      Parties, or against any property, asset, interest or right of any of CHTL,
      Trussnet and the Chinacomm Parties, that might reasonably be expected to have
      a
      Material Adverse Effect or that might reasonably be expected to threaten or
      impede the consummation of the transactions contemplated by this
      Agreement.

     

    3.7. Regulatory
      Compliance.
      Neither
      CHTL, Trussnet nor, to the best Knowledge of CHTL and Trussnet, any of the
      Chinacomm Parties have violated any Requirement of Law, the violation of which
      would be reasonably likely to have a Material Adverse Effect. All filings of
      CHTL with the SEC have been filed in a timely fashion and are accurate and
      complete in all material respects.

     

    3.8. Capitalization;
      Transactions with Trussnet Delaware.

     

    (a) CHTL
      is
      authorized to issue 500,000,000 shares of CHTL Class A Common Stock, 200,000,000
      shares of CHTL Class B Common Stock and 25,000,000 shares of CHTL Series A
      Preferred Stock. Immediately prior to the Closing of the transactions
      contemplated by the Purchase Agreement, CHTL shall have no more than 133,485,509
      shares of CHTL Class A Common Stock issued and outstanding on a Fully Diluted
      Basis calculated as follows: (i) 86,117,088 shares of CHTL Class A Common
      Stock issued and outstanding, plus (ii) up to 47,368,421 shares of CHTL
      Class A Common Stock, issuable in the event that CHTL issues up to $45,000,000
      in CHTL Debentures, convertible at $.95 per share. As of the date of this
      Agreement, CHTL has issued approximately $27,000,000 of such CHTL Debentures.
      CHTL and ASSAC hereby agree that up to and including the Closing Date, CHTL
      shall have the right to issue up to $45,000,000 in the aggregate principal
      amount of CHTL Debentures. CHTL has issued to Trussnet and Trussnet has
      distributed to George Alvarez and the other Persons listed on Schedule
      3.8(a)
      to the
      Purchase Agreement an aggregate of 66,909,088 shares of CHTL Class B Common
      Stock. All of the issued and outstanding shares of CHTL Class A Common Stock,
      CHTL Class B Common Stock and the CHTL Debentures have been duly authorized
      and
      are validly issued, fully paid, and non-assessable. Other than the CHTL
      Debentures and the transactions contemplated hereby, there are no outstanding
      or
      authorized options, warrants, purchase rights, subscription rights, conversion
      rights, exchange rights, or other contracts or commitments that could require
      CHTL to issue, sell, or otherwise cause to become outstanding any of its capital
      stock.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b) The
      capitalization of each of Trussnet and the Chinacomm Parties is set forth on
      Schedule
      3.8(b)
      to the
      Purchase Agreement. All of the issued and outstanding shares of capital stock
      or
      other securities of Trussnet and, to the Knowledge of CHTL and Trussnet, the
      Chinacomm Parties have been duly authorized and are validly issued, fully paid,
      and non-assessable. Other than the transactions contemplated hereby and by
      the
      Chinacomm Agreements, there are no outstanding or authorized options, warrants,
      purchase rights, subscription rights, conversion rights, exchange rights, or
      other contracts or commitments that could require Trussnet or any of the
      Chinacomm Parties to issue, sell, or otherwise cause to become outstanding
      any
      of its capital stock or any other equity.

     

    (c) Annexed
      as Schedule
      3.8(c) to
      the
      Purchase Agreement is a description of (i) all of the assets and personnel
      of
      Trussnet Delaware that has heretofore been transferred, or as at the Closing
      Date will have been transferred, to Trussnet, (ii) all loans, services and
      other
      products heretofore provided by Trussnet Delaware to Trussnet and/or CHTL for
      or
      on behalf of CHTL or ChinaComm, and (iii) all accounts payable and other amounts
      owing as at the date hereof and as at the Closing Date by CHTL or Trussnet
      to
      Trussnet Delaware; all of which amounts and obligations have been incurred
      in
      the Ordinary Course of Business. 

     

    3.9. Employee
      Benefit Plans.
      Neither
      CHTL nor Trussnet have any labor union contract, bonus, pension, profit-sharing,
      retirement, deferred compensation, savings, stock purchase, stock option,
      hospitalization, insurance or other plan providing employees benefits,
      employment, agency, consulting or similar contract (“Employee
      Benefit Plans”)
      which
      cannot be terminated in thirty (30) days or less, without cost, other than
      the
      Employment Agreement of George Alvarez. CHTL and Trussnet reserve the right
      to
      establish Employee Benefit Plans in the future.

     

    3.10. Permits
      and Licenses.
      CHTL
      and Trussnet and to the best Knowledge of CHTL and Trussnet, the Chinacomm
      Parties have all licenses and permits (federal, state and local) required by
      governmental authorities to own, operate and carry on their respective business
      as now being conducted, and such licenses and permits are in full force and
      effect. No violations are or have been recorded in respect to the licenses
      or
      permits, included but not limited to fire and health and safety law violations,
      and no proceeding is pending or threatened looking toward the revocation or
      limitation of any of them.

     

    3.11. Chinacomm
      Transaction.

     

    3.11.1. Controlled
      Entities.
      The
      Chinacomm Agreements require the formation of certain entities, including
      Trussnet Gulfstream and Gulfstream Capital and the formation of two wholly
      owned
      foreign investment enterprises or WOFIEs (as previously defined). Trussnet
      Gulfstream and Gulfstream Capital are or will be 100% owned subsidiaries of
      Trussnet, and Chinacomm Cayman, Chinacomm Shanghai and Yunji are or on the
      Closing Date shall be partially-owned subsidiaries of Trussnet. Such Chinacomm
      Parties are sometimes collectively referred to herein as the “Trussnet
      Subsidiaries”.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    3.11.2. Performance.
      CHTL
      shall have caused $196,000,000 of the proceeds received under the Purchase
      Agreement to: (i) be used to discharge the obligation of Gulfstream Capital
      that it invest $196,000,000 in Chinacomm Cayman; and (ii) assure that upon
      completion of this investment by Gulfstream, that these funds be used as
      contemplated by the Chinacomm Agreements. The balance of the proceeds shall
      be
      used for the payment of commissions and general working capital, in such amounts
      as are set forth on Schedule
      3.11.2
      annexed
      to the Purchase Agreement.

     

    3.12. Material
      Agreements.
      Except
      as otherwise disclosed herein, each of CHTL, Trussnet and, to the best Knowledge
      of CHTL, the Chinacomm Parties, is not a party to any material agreement, the
      failure to perform of which would have a Material Adverse Effect upon any of
      CHTL, Trussnet or such Chinacomm Parties.

     

    3.13. Insurance
      Policies.
      All
      insurance policies maintained by each of CHTL, Trussnet and, to the best
      Knowledge of CHTL and Trussnet, the Chinacomm Parties on its assets, business,
      officers and personnel provide adequate and sufficient liability and property
      damage coverage commensurate with the business practices of any of CHTL,
      Trussnet and, to the best Knowledge of CHTL and Trussnet, the Chinacomm Parties.
      To the best Knowledge of CHTL, each of CHTL, Trussnet and, to the best Knowledge
      of CHTL and Trussnet, the Chinacomm Parties does not conduct any business which
      would result in the cancellation of, or a material increase in the premiums,
      for
      any of its insurance policies.

     

    3.14. Environmental
      Matters.
      With
      regard to matters of environmental compliance: each of CHTL, Trussnet and,
      to
      the best Knowledge of CHTL and Trussnet, the Chinacomm Parties has conducted
      and
      is conducting its business, and has used and is using its properties, whether
      currently owned, operated or leased or owned, operated or leased by CHTL in
      compliance with all applicable PRC and United States federal, and state and
      local environmental laws and regulations, except where the failure to comply
      with such laws and regulations, in the aggregate, has not had and could not
      have
      a Material Adverse Effect on the condition (financial or otherwise), business
      or
      properties of CHTL, Trussnet or, to the best Knowledge of CHTL and Trussnet,
      any
      of the Chinacomm Parties.

     

    3.15. Undisclosed
      Liabilities.
      Neither
      CHTL, Trussnet nor, to the best Knowledge of CHTL and Trussnet, the Chinacomm
      Parties have any liability (whether known or unknown, whether asserted or
      unasserted, whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated, and whether due or to become due), including
      any liability for Taxes, except for: (i) liabilities set forth in the
      Financial Statements, and (ii) liabilities which have arisen after the date
      of the Financial Statements in the Ordinary Course of Business (none of which
      results from, arises out of, relates to, is in the nature of, or was caused
      by
      any breach of contract, breach of warranty, tort, infringement, or violation
      of
      law).

     

    3.16. Material
      Defaults.
      Neither
      CHTL, Trussnet nor, to the best Knowledge of CHTL and Trussnet, the Chinacomm
      Parties is in default, or alleged to be in default, under any material
      agreement, contract, lease, mortgage, commitment, instrument or obligation,
      and
      to the best Knowledge of CHTL and Trussnet of no other party to any agreement,
      contract, lease, mortgage, commitment, instrument or obligation to which CHTL
      is
      a party is in default thereunder, which default would have a Materially
      Adversely Effect upon the properties, assets, business or prospects of CHTL,
      Trussnet or the Chinacomm Parties.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    3.17. Tax
      Returns and Disputes.
      CHTL
      and Trussnet, and to the best Knowledge of CHTL and Trussnet, each of the
      Chinacomm Parties, has: (a) filed all Tax Returns (PRC and United States
      federal, state and local) required to be filed by it, (b) all such Tax
      Returns filed are complete and accurate in all material respects, and
      (c) the applicable taypayer has paid all Taxes shown to be due and payable
      on the returns or any assessments or penalties received by it and all other
      Taxes (PRC and United States federal, state and local) due and payable by it.
      CHTL and Trussnet, and to the best Knowledge of CHTL and Trussnet, each of
      the
      Chinacomm Parties, has collected and withheld all Taxes which it has been
      required to collect or withhold and has timely submitted all such collected
      and
      withheld amounts to the appropriate authorities. CHTL and Trussnet, and to
      the
      best Knowledge of CHTL and Trussnet, each of the Chinacomm Parties, is in
      compliance with the back-up withholding and information reporting requirements
      under the Code and any state, local or foreign laws, and the rules and
      regulations thereunder.

     

    3.18. Financial
      Condition.
      On or
      before the Closing Date, CHTL and Trussnet shall deliver and cause to be
      delivered to ASSAC all of the Financial Statements. The Financial Statements
      of
      CHTL and Trussnet, and to the best Knowledge of CHTL and Trussnet, each of
      the
      Chinacomm Parties, present fairly the financial position, results of operations
      and cash flows of CHTL for the fiscal period then ended and were prepared in
      accordance with United States generally accepted accounting principles
      (“GAAP”),
      except with respect to the Financial Statements of Chinacomm, the same have
      been
      prepared in accordance with either GAAP or auditing standards accepted in the
      European Union.

     

    3.19. No
      Adverse Change.
      Since
      March 31, 2008 there has been no Material Adverse Change in the business,
      financial condition, results of operations, assets, or liabilities of CHTL,
      Trussnet and, to the best Knowledge of CHTL and Trussnet, each of the Chinacomm
      Parties.

     

    3.20. Disclosure.
      The
      representations and warranties: (a) of CHTL and Trussnet contained in the
      Purchase Agreement, in this Agreement and in any agreement, certificate,
      affidavit, statutory declaration or other document delivered or given by CHTL
      or
      Trussnet pursuant to the Purchase Agreement and this Agreement, and (b) to
      the best Knowledge of CHTL and Trustnet, of any of the Chinacomm Parties
      contained in any of the Chinacomm Agreements or in any other agreement,
      certificate, affidavit, statutory declaration or other document delivered or
      given by any of the Chinacomm Parties pursuant to the Purchase Agreement and
      this Agreement or any Chinacomm Agreements are true and correct and do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements contained in such representations and
      warranties not misleading to ASSAC.

     

    3.21. Advice
      of Changes.
      Between
      the date of this Agreement and the Effective Time of the Merger, CHTL and
      Trussnet shall promptly advise ASSAC in writing of any fact, the occurrence
      of
      which would render any representation or warranty contained in the Purchase
      Agreement and this Agreement to be materially untrue.

     

    ARTICLE
      IV - REPRESENTATIONS AND WARRANTIES OF ASSAC

    


    ASSAC
      hereby
      represents and warrants to CHTL, as follows:

    


    4.1. Organization
      and Good Standing.
      ASSAC
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the Cayman Islands.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    4.2. Authorization.
      ASSAC
      has full power and authority to execute and deliver this Agreement and to
      perform its obligations hereunder. This Agreement constitutes the valid and
      legally binding obligation of ASSAC, enforceable in accordance with its terms
      and conditions. ASSAC need not give any notice to, make any filing with, or
      obtain any authorization, consent, or approval of any government or governmental
      agency in order to consummate the transactions contemplated by this Agreement,
      other than the Proxy Statement which ASSAC shall, prior to the Closing Date,
      distribute to its shareholders in order to obtain the consent of its
      shareholders to the transactions contemplated by this Agreement, filings
      required by Rule 425 under the Securities Act in connection with a public
      announcement of this Agreement and the Registration Statement referred to in
      Section 1.9 hereof.

     

    4.3. Operation
      of Business.
      ASSAC
      has the requisite corporate power and authority and all requisite licenses,
      permits and franchises necessary to own and operate its properties and to carry
      on its business as now being conducted.

     

    4.4. Execution
      of Agreement.
      ASSAC
      has the requisite corporate power and authority and has obtained all approvals
      and consents necessary to enter into and carry out the terms and conditions
      of
      this Agreement, as well as all transactions contemplated hereunder. All
      corporate proceedings have been taken and all corporate authorizations have
      been
      secured which are necessary to authorize the execution, delivery, and
      performance by ASSAC of this Agreement. This Agreement has been duly and validly
      executed and delivered by ASSAC and constitutes the valid and binding
      obligations of ASSAC, enforceable in accordance with the respective
      terms.

     

    4.5. Effect
      of Agreement.
      As of
      the Effective Time of the Merger, the consummation by ASSAC of the transactions
      herein contemplated, including the execution, delivery and consummation of
      this
      Agreement, will comply with all applicable law and will not:

     

    (a) violate
      any Requirement of Law applicable
      to or binding upon ASSAC;

     

    (b) violate:
      (i) the terms of the Articles of Incorporation or Bylaws of ASSAC; or, (ii)
      any
      material agreement, contract, mortgage, indenture, bond, bill, note, or other
      material instrument or writing binding upon ASSAC or to which ASSAC is subject;
      or

     

    (c) result
      in
      the breach of, constitute a default under, constitute an event which with notice
      or lapse of time, or both, would become a default under, or result in the
      creation of any lien, security interest, charge or encumbrance upon any of
      the
      assets or any other properties of ASSAC under any agreement, commitment,
      contract (written or oral) or other instrument to which ASSAC is a party or
      by
      which it is bound or affected.

     

    4.6. Consents.
      No
      consents, approvals or other authorizations or notices, other than those which
      have been obtained and are in full force and effect, are required by any state
      or federal regulatory authority or other Person or entity in connection with
      the
      execution and delivery of this Agreement and the performance of any obligations
      contemplated hereunder.

     

    4.7. Legal
      Proceedings.
      There
      are no legal, administrative, arbitral or other actions, claims, suits or
      proceedings or investigations instituted or pending or, to the Knowledge of
      ASSAC’s management, threatened against ASSAC, or against any property, asset,
      interest or right of ASSAC, that might reasonably be expected to have a Material
      Adverse Effect or that might reasonably be expected to threaten or impede the
      consummation of the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    4.8. Compliance
      with Laws.
      To the
      best Knowledge of ASSAC, it has not violated any federal, state, local or
      foreign statute or other law (including federal and state securities laws),
      the
      violation of which would be reasonably likely to have a Material Adverse Effect.
      Further, ASSAC is not an “investment company” or a company “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940.
      All filings by ASSAC with the SEC have been filed in a timely fashion and are
      accurate and complete in all material respects.

     

    4.9. Capitalization.

     

    (a) ASSAC
      is
      authorized to issue 50,000,000 ASSAC Ordinary Shares and 1,000,000 shares of
      preferred stock containing such terms and conditions as the ASSAC board of
      directors may, from time to time determined. As at the date of this Agreement,
      there are issued and outstanding (i) 14,000,000 ASSAC Ordinary Shares, of which
      11,500,000 are held by public shareholders, and (ii) warrants to purchase
      17,225,000 additional ASSAC Ordinary Shares at an exercise price of $7.50 per
      share (the “ASSAC Warrants”), of which (A) 5,725,000 ASSAC Warrants are owned of
      record by Ho Capital Management LLC, and (B) 11,500,000 ASSAC Warrants are
      owned
      by public shareholders. As of the date of this Agreement, ASSAC is indebted
      to
      its Chairman and Chief Executive Officer in the amount of $500,000 and except
      for such amount, ASSAC has no outstanding indebtedness for money borrowed.
      An
      aggregate of $115,000,000 is being held in trust, as described in ASSAC’s
      prospectus, dated January 23, 2008 (the “ASSAC
      Prospectus”).
      

     

    (b) All
      of
      the issued and outstanding ASSAC Ordinary Shares and ASSAC Warrants have been
      duly authorized and are validly issued, fully paid, and non-assessable.


     

    (c) Except
      for (i) the ASSAC Warrants, and (ii) the issuance and sale by ASSAC of up to
      $165,000,000 of additional ASSAC Ordinary Shares or other securities convertible
      into or exercisable for ASSAC Ordinary Shares in connection with financings
      to
      be undertaken by ASSAC between the date of this Agreement and the Effective
      Time
      of the Merger in order to pay or prepay the “Purchaser Note” referred to in the
      Purchase Agreement (the “ASSAC
      Financings”),
      as at
      the date hereof and at the Effective Time of the Merger, ASSAC does not have
      and
      will not have, issued or outstanding any options, warrants, purchase rights,
      subscription rights, conversion rights, exchange rights, or other contracts
      or
      commitments that could require ASSAC to issue, sell, or otherwise cause to
      become outstanding any of its Ordinary Shares.

     

    4.10. The
      Merger Consideration.
      The
      Merger Consideration will, upon issuance, be duly authorized, legally and
      validly issued, fully paid and non-assessable, and free and clear of all liens,
      mortgages, pledges, and other encumbrances of any nature, unless expressly
      provided herein to the contrary.

     

    4.11. Employee
      Benefit Plans.
      ASSAC
      has no labor union contract, bonus, pension, profit-sharing, retirement,
      deferred compensation, savings, stock purchase, stock option, hospitalization,
      insurance or other plan providing employees benefits, employment, agency,
      consulting or similar contract (“Employee
      Benefit Plans”)
      which
      cannot be terminated in thirty (30) days or less.

     

    4.12. Permits
      and Licenses.
      ASSAC
      has all licenses and permits (federal, state and local) required by governmental
      authorities to own, operate and carry on its business as now being conducted,
      and such licenses and permits are in full force and effect. No violations are
      or
      have been recorded in respect to the licenses or permits, included but not
      limited to fire and health and safety law violations, and no proceeding is
      pending or threatened looking toward the revocation or limitation of any of
      them.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    4.13. Material
      Agreements.
      Except
      for (a) the Purchase Agreement, this Agreement and the Exhibits hereto and
      thereto, and (b) engagement letter agreement, dated August 4, 2008, with
      Canaccord Capital Corp. and Roth Capital Partners LLC, ASSAC is not a party
      to
      any material agreement, the failure on ASSAC’s part to perform could reasonably
      be expected to have a Material Adverse Effect upon ASSAC or the consummation
      of
      the transactions contemplated hereby or under the Purchase
      Agreement.

     

    4.14. Insurance
      Policies.
      ASSAC
      maintains a Directors and Officers Liability Policy which remains in full force
      and effect. To the best Knowledge of ASSAC, it does not conduct any business
      which would result in the cancellation of, or a material increase in the
      premiums, for any of its insurance policies.

     

    4.15. Undisclosed
      Liabilities.
      ASSAC
      does not have any liability (whether known or unknown, whether asserted or
      unasserted, whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated, and whether due or to become due), including
      any liability for Taxes, except for: (i) liabilities set forth in the ASSAC
      financial statements included in public filings under the Securities Act of
      1933, as amended and the Securities Exchange Act of 1934, as amended (the
“ASSAC
      Financial Statements”),
      and
      (ii) liabilities which have arisen after the date of the latest ASSAC
      Financial Statements in the Ordinary Course of Business (none of which results
      from, arises out of, relates to, is in the nature of, or was caused by any
      breach of contract, breach of warranty, tort, infringement, or violation of
      law).

     

    4.16. Material
      Defaults.
      ASSAC
      is not in default, or alleged to be in default, under any material agreement,
      contract, lease, mortgage, commitment, instrument or obligation, and to the
      best
      Knowledge of ASSAC no other party to any agreement, contract, lease, mortgage,
      commitment, instrument or obligation to which ASSAC is a party is in default
      thereunder, which default would have a Materially Adversely Effect upon the
      properties, assets, business or prospects of the ASSAC.

     

    4.17. Tax
      Returns and Disputes.
      ASSAC
      has: (a) filed all Tax Returns (Cayman Island and United States federal,
      state and local) required to be filed by it, (b) all such Tax Returns filed
      are complete and accurate in all material respects, and (c) the applicable
      taypayer has paid all Taxes shown to be due and payable on the returns or any
      assessments or penalties received by it and all other Taxes (Cayman Island
      and
      United States federal, state and local) due and payable by it. ASSAC has
      collected and withheld all Taxes which it has been required to collect or
      withhold and has timely submitted all such collected and withheld amounts to
      the
      appropriate authorities. ASSAC is in compliance with the back-up withholding
      and
      information reporting requirements under the Code and any state, local or
      foreign laws, and the rules and regulations thereunder.

     

    4.18. Financial
      Statements.
      All
      ASSAC Financial Statements present fairly the financial position, results of
      operations and cash flows of ASSAC for the fiscal period then ended and were
      prepared in accordance with United States generally accepted accounting
      principles (“GAAP”),
      except with respect to the unaudited ASSAC Financial Statements which are
      subject to non-material audit adjustments and do not contain all footnote
      disclosures that are required under GAAP audited financial
      statements.

     

    4.19. No
      Adverse Change.
      Since
      March 31, 2008 there has been no Material Adverse Change in the business,
      financial condition, results of operations, assets, or liabilities of
      ASSAC.

     

    4.20. Disclosure.
      The
      representations and warranties of ASSAC contained in this Agreement and in
      any
      agreement, certificate, affidavit, statutory declaration or other document
      delivered or given to CHTL or Trussnet pursuant to this Agreement or the
      Purchase Agreement are true and correct and do not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements contained in such representations and warranties not misleading
      to
      CHTL and Trussnet.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    4.21. Advice
      of Changes.
      Between
      the date hereof and the Effective Time of the Merger, ASSAC shall advise CHTL
      shall promptly in writing of any fact, the occurrence of which would render
      any
      representation or warranty contained in this Agreement to be materially
      untrue.

     

    ARTICLE
      V - CONDITIONS PRECEDENT

    


    5.1 Conditions
      Precedent to the Obligations of CHTL
      and
      the CHTL Principal Shareholders.
      All
      obligations of CHTL
      and the
      CHTL Principal Shareholders under this Agreement are subject to the fulfillment,
      prior to or as of the Effective Time, as indicated below, of each of the
      following conditions; any one of which may be waived at Closing by Alvarez,
      as
      representative of all of the CHTL Principal Shareholders (the “CHTL
      Stockholders’ Representative):

    


    (a) The
      representations and warranties by or on behalf of ASSAC
      contained in this Agreement or in any certificate or document delivered pursuant
      to the provisions hereof shall be true in all material respects at and as of
      Effective Time as though such representations and warranties were made at and
      as
      of such time.

    


    (b) ASSAC
      shall
      have performed and complied in all material respects, with all covenants,
      agreements, and conditions set forth in, and shall have executed and delivered
      all documents required by this Agreement to be performed or complied with or
      executed and delivered by it prior to or at the Effective Time.

    


    (c) On
      the
      Effective Time, an executive officer of ASSAC shall have delivered to CHTL
      a
      certificate, duly executed by such Person and certifying, that to the best
      of
      such Person’s knowledge and belief, the representations and warranties of ASSAC
      set forth in this Agreement are true and correct in all material
      respects.

    


    (d) On
      or
      before the Effective Time, the Certificate of Merger shall have been duly filed
      with the Secretary of State of the State of Nevada, and the Effective Time
      of
      the Merger shall have occurred.

    


    (e) On
      or
      before the Effective Time, the holders of a majority of the issued and
      outstanding shares of CHTL Common Stock and the holders of a majority of the
      issued and outstanding shares of ASSAC Ordinary Shares shall have approved
      the
      Merger, the Restated ASSAC Charter and all of the other transactions
      contemplated by the Purchase Agreement and this Agreement.

    


    (f) On
      or
      before the Effective Time, ASSAC shall have amended the certificate of
      incorporation of ASSAC to (i) increase to 500,000,000 shares of ASSAC Ordinary
      Shares the authorized number of shares of ASSAC Ordinary Shares, and (ii)
      authorize for issuance up to 25,000,000 shares of preferred stock, containing
      such rights, privileges and preferences as the board of directors may, from
      time
      to time determine, all pursuant to the ASSAC Restated Charter. On the Effective
      Time, ASSAC shall have sufficient authorized ASSAC Ordinary Shares to complete
      the Merger and issue the maximum number of shares of ASSAC Ordinary Shares
      that
      may constitute Merger Consideration.

    


    (g) At
      the
      Effective Time, all instruments and documents delivered to CHTL
      and the
      Shareholders pursuant to provisions hereof shall be reasonably satisfactory
      to
      legal counsel for CHTL.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    (h) At
      the
      Effective Time, CHTL shall have received an opinion of legal counsel acceptable
      to CHTL, dated as of the Closing to the effect that:

    


    (i) ASSAC
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the Cayman Islands;

    


    (ii) This
      Agreement has been duly authorized, executed and delivered by ASSAC
      and is a
      valid and binding obligation of ASSAC
      enforceable in accordance with its terms;

    


    (iii) ASSAC
      and
      Mergerco, through their Boards of Directors and stockholders, has taken all
      corporate action under Cayman Island and Nevada law that is necessary for the
      performance by ASSAC and Mergerco of their respective obligations under this
      Agreement; and

    


    (iv) The
      Merger Consideration to be issued pursuant to this Agreement hereof will be
      duly
      and validly issued, fully paid and non-assessable. 

    


    (i) ASSAC
      shall have issued to the CHTL Stockholders or the Exchange Agent (to be held
      on
      behalf of the CHTL Stockholders pending delivery of their CHTL Securities)
      the
      ASSAC Ordinary Shares, the ASSAC Series A Voting Preferred Stock and the ASSAC
      Debentures.

    


    (j) ASSAC
      shall have issued to the CHTL Principal Shareholders the 1,000,000 shares of
      ASSAC Series A Voting Preferred Stock. 

    


    (k) Except
      for (i) the ASSAC Warrants, or (ii) any ASSAC securities (convertible or
      exercisable for ASSAC Ordinary Shares) issued in connection with one or more
      ASSAC Financings contemplated by Section
      5.1(n)
      below,
      immediately prior to the Effective Time of the Merger, there shall not be issued
      or committed to be issued any warrants, stock options, stock rights or other
      commitments of any character relating to the issued or unissued Ordinary Shares
      or preferred stock of ASSAC.

    


    (l) At
      the
      Effective Time, the Merger Consideration to be issued and delivered hereunder
      will, when so issued and delivered, constitute valid and legally issued
      fully-paid and non-assessable ASSAC Ordinary Shares and shares of ASSAC Series
      A
      Voting Preferred Stock, and the ASSAC Debentures shall be valid and binding
      obligations of ASSAC, enforceable in accordance with their terms.

    


    (m) In
      connection with any ASSAC Financing obtained by ASSAC or the exercise of ASSAC
      Warrants between the Closing Date under the Purchase Agreement and the Effective
      Date of the Merger:

     

    (i) the
      net
      proceeds of any ASSAC Financing or ASSAC Warrant exercise shall be used by
      ASSAC
      to retire or prepay the ASSAC “Note” as that term is defined in the Purchase
      Agreement; and

    


    (ii) the
      terms
      and conditions of such ASSAC Financing shall be reasonably acceptable to the
      CHTL Stockholders’ Representative; provided,
      however,
      that in
      connection with any ASSAC Financing, so long as (A) any Ordinary Shares are
      issued and sold by ASSAC at an effective price of $10.00 per share or greater,
      or (B) the conversion price(s) of any ASSAC notes, debentures or preferred
      stock
      convertible into ASSAC Ordinary Shares, or the exercise price of any ASSAC
      warrants to purchase ASSAC Ordinary Shares, shall be $10.00 per share or
      greater, than and in such event, such financing terms and conditions shall
      be
      deemed to be acceptable to the CHTL Stockholders’ Representative.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    (n) Assuming
      that a $105.0 million Additional Investment was made at the Closing of the
      transactions contemplated by the Purchase Agreement in the form of shares of
      CHTL Preferred Stock, the pro-forma capitalization of CHTL and ASSAC immediately
      prior to and after giving effect to the Merger shall be substantially as set
      forth on Schedule
      A
      annexed
      hereto and made a part hereof. 

    


    5.2 Conditions
      Precedent to the Obligations of ASSAC.
      All
      obligations of ASSAC
      under
      this Agreement are subject to the fulfillment, prior to or at Closing, of each
      of the following conditions (any one of which may be waived at Closing by
      ASSAC):

    


    (a) The
      representations and warranties by CHTL
      contained in this Agreement or in any certificate or document delivered pursuant
      to the provisions hereof shall be true in all material respects at and as of
      the
      Closing as though such representations and warranties were made at and as of
      such time;

    


    (b) CHTL
      shall have performed and complied with, in all material respects, with all
      covenants, agreements, and conditions set forth in, and shall have executed
      and
      delivered all documents required by this Agreement to be performed or complied
      or executed and delivered by them prior to or at the Closing;

    


    (d) As
      soon
      as is reasonably practicable, CHTL shall have caused to have been delivered
      to
      ASSAC all balance sheets of CHTL and its consolidated direct and indirect
      Subsidiaries (and, if required, of Chinacomm and its consolidated subsidiaries),
      and the related statement of operations, statements of cash flows and statements
      of stockholders’ equity of CHTL and its consolidated direct and indirect
      Subsidiaries (and, if required, of Chinacomm and its consolidated subsidiaries),
      (i) as audited by independent auditors qualified under the Public Company
      Accounting Oversight Board in accordance with Regulation S-X, as promulgated
      under the Securities Act of 1933, as amended, and (ii) as unaudited, to the
      extent that any of the foregoing financial statements are required to be
      included in the Registration Statement to be filed with and declared effective
      by the SEC as a pre-condition to the Merger and the other transactions
      contemplated hereby (the “Required
      Financial Statements”).

    


    (e) On
      or
      before the Effective Time, the Certificate of Merger shall have been duly filed
      with the Secretary of State of the State of Nevada and the Effective Time of
      the
      Merger shall have occurred.

    


    (f) On
      or
      before the Effective Time, the holders of a majority of the issued and
      outstanding ASSAC Ordinary Shares entitled to vote at an extraordinary general
      shareholders meeting of ASSAC shall have approved the Stock Purchase Agreement,
      this Agreement, the Merger, the ASSAC Restated Charter and all of the other
      transactions contemplated by hereby and thereby.

    


    (g) Not
      in
      excess of 2% of the total issued and outstanding shares of CHTL Common Stock
      shall constitute Dissenters Shares as at the Effective Time of the
      Merger.

    


    (h) On
      the
      Effective Time, the CHTL Principal Executive Officer shall have delivered to
      ASSAC a certificate, duly executed by such Person and certifying, that to the
      best of such Person’s knowledge and belief, the representations and warranties
      of CHTL set forth in this Agreement are true and correct in all material
      respects.

    


    (i) At
      the
      Effective Time, ASSAC
      shall
      have received an opinion of Horwitz Cron & Jasper P.L.C., legal counsel to
      CHTL, dated as of the Closing to the effect that:

    


    (i) CHTL
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Nevada;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    (ii) this
      Agreement has been duly authorized, executed and delivered by CHTL and is a
      valid and binding obligation of CHTL enforceable in accordance with its
      terms;

    


    (iii) the
      Board
      of Directors and stockholders of CHTL have each taken all corporate action
      under
      Nevada law that is necessary for the performance by CHTL of its obligations
      under this Agreement;

    


    (iv) as
      to
      such other matters as ASSAC may reasonably request.

    


    (j) ASSAC
      shall have received legal or other assurances reasonably satisfactory to it
      that
      the key executive employees of CHTL shall have elected to continue their
      employment with CHTL subsequent to the Effective Time of the
      Merger.

    


    (k) Assuming
      that a $105.0 million Additional Investment was made at the Closing of the
      transactions contemplated by the Purchase Agreement in the form of shares of
      CHTL Preferred Stock, the pro-forma capitalization of CHTL and ASSAC immediately
      prior to and after giving effect to the Merger shall be substantially as set
      forth on Schedule
      A
      annexed
      hereto and made a part hereof. 

    


    (l) The
      Registration Statement shall have been declared effective by the SEC and no
      stop
      order proceedings with respect to such Registration Statement shall be pending
      or threatened by the SEC.

    


    ARTICLE
      VI - COVENANTS

    


    6.1 Corporate
      Examinations and Investigations.
      Prior to
      the Effective Time, the Parties acknowledge that they have been entitled,
      through their employees and representatives, to make such investigation of
      the
      assets, properties, business and operations, books, records and financial
      condition of the other as they each may reasonably require. No investigations,
      by a party hereto shall, however, diminish or waive any of the representations,
      warranties, covenants or agreements of the party under this
      Agreement.

    


    6.2 Further
      Assurances.
      The
      Parties shall execute such documents and other papers and take such further
      actions as may be reasonably required or desirable to carry out the provisions
      hereof and the transactions contemplated hereby. Each such party shall use
      its
      best efforts to fulfill or obtain the fulfillment of the conditions to the
      Closing, including, without limitation, the execution and delivery of any
      documents or other papers, the execution and delivery of which are necessary
      or
      appropriate to the Closing.

    


    6.3 Confidentiality.
      In the
      event the transactions contemplated by this Agreement are not consummated,
      ASSAC,
      the
      CHTL Principal Shareholders and
      the
      CHTL Principal Executive Officer agree to keep confidential any information
      disclosed to each other in connection therewith for a period of three (3) years
      from the date hereof; provided, however, such obligation shall not apply to
      information which:

    


    
      	 	
              (i)

            	
              at
                the time of the disclosure was public
                knowledge;

            


    

    


    
      	 	
              (ii)

            	
              is
                required to be disclosed publicly pursuant to any applicable federal
                or
                state securities laws;

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              after
                the time of disclosure becomes public knowledge (except due to the
                action
                of the receiving party); 

            


    

    


    
      	 	
              (iv)

            	
              the
                receiving party had within its possession at the time of disclosure;
                or

            


    

    


    
      	
            	(v)	
              is
                ordered disclosed by a Court of proper
                jurisdiction.

            


    

    


    6.4 Registration
      Statement. Each
      of
      ASSAC and CHTL shall (a) as soon as practicable following delivery of the
      Required Financial Statements, file with the SEC the Registration Statement(s)
      referred to in Section 1.9 of this Agreement, and (b) use their best efforts
      cause such Registration Statement to be declared effective by the SEC as soon
      thereafter as is practicable.

    


    6.5 Contents
      and Review of the Registration Statement.
      The
      Registration Statement shall include a joint prospectus/information statement
      of
      ASSAC and CHTL and shall provide for customary language in wuch each Party
      shall
      (a) provide the information about its business and management to be included
      in
      such Registration Statement, and (b) make customary representations about the
      accuracy of the information it provides and the absence of materiall
      misstatements or omissions. Each of ASSAC and CHTL shall afford the other Party
      and their respective legal counsel and other advisors with an opportunity to
      review and comment on the filings. 

    


    6.6 Voting
      of CHTL Shares. By
      their
      execution of this Agreement, each of the CHTL Principal Shareholders (subject
      only to satisfaction of the conditions precedent set forth in Section 5.1)
      do
      hereby irrevocably and unconditionally covenant and agree, to vote all of their
      voting shares of CHTL Common Stock at the Special Stockholders Meeting
IN
      FAVOR
      of the
      Merger, the ASSAC Restated Charter and all other transactions contemplated
      hereby.

    


    6.7 ASSAC
      Restated Charter. Immediately
      following the Effective Time of the Merger, ASSAC shall have filed the ASSAC
      Restated Charter in the form and content satisfactory to the ASSAC and the
      CHTL
      Principal Shareholders with the applicable filing office in the Cayman Islands.
      

    


    6.8 Boards
      of Directors. At
      the
      Effective Time of the Merger, the initial Board of Directors of ASSAC, as the
      Surviving Corporation of the Merger, shall consist of seven (7) Persons, all
      of
      whom shall be Persons designated in the Purchase Agreement. In addition, two
      (2)
      of such directors shall be independent directors (as defined in the Sarbanes
      Oxley Act of 2002 or rules of the stock exchange on which ASSAC trades, and
      one
      of whom shall be a financial expert). 

    


    6.9 Indemnification
      of Officers and Directors.  It
      is the
      intention of the Parties that ASSAC shall indemnify its officers and directors
      to the fullest extent permitted by Cayman Island law. In such connection, the
      Parties agree not to amend the certificates of incorporation or by-laws of
      either ASSAC if such amendment shall have the effect of reducing, terminating
      or
      otherwise adversely affecting the indemnification rights and privileges
      applicable to officers and directors of ASSAC, as the same are in effect
      immediately prior to the Effective Time of the Merger.

    


    6.10 Expenses. It
      is
      understood and agreed that following the execution of this Agreement, any and
      all expenses with respect to any filings, documentation and related matters
      with
      respect to the consummation of the transactions contemplated hereby shall be
      the
      individual responsibility of each of ASSAC and CHTL.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    6.11 Specific
      Performance. Each
      of
      Parties acknowledge and agree that ASSAC’s purchase of the Purchased Securities
      (as defined in the Purchase Agreement) and the other transactions contemplated
      by the Purchase Agreement were consummated in partial reliance upon the fact
      that CHTL would become a wholly-owned Subsidiary of ASSAC pursuant to the Merger
      contemplated by this Agreement. Accordingly, each of CHTL, Alvarez and the
      other
      CHTL Principal Shareholders who are executing this Agreement do hereby
      acknowledge and agree that, absent only a material breach by ASSAC or Mergerco
      of their representations and warrants or the failure on the part of ASSAC or
      Mergerco to perform any of their material covenants and agreements contained
      herein, if: 

    


    (a)
      CHTL,
      shall fail or refuse to timely perform their respective covenants and agreements
      contained herein (including those set forth in Section 5.2 and Article VI),
      and/or 

    


    (b)
      Alvarez or the other CHTL Principal Shareholders shall fail or refuse to timely
      perform their respective covenants and agreements contained in Section
      6.6
      of this
      Agreement or in Sections 6.4, 6.5 6.12 and 7.2 of the Purchase
      Agreement,

    


    in
      either
      case, that would make it impossible or impracticable for ASSAC to consummate
      by
      March 31, 2009 the Merger contemplated hereby, ASSAC would have no adequate
      remedy at law. Accordingly, each of CHTL, Alvarez and the CHTL Principal
      Shareholders do hereby agree that, in addition to any other remedies available
      to ASSAC at law or in equity, ASSAC or their legal representative may seek
      and
      obtain from the United States District Court for the Southern District of
      California or any state court of competent jurisdiction in Los Angeles County,
      California, specific performance of this Agreement. Each of CHTL, Alvarez and
      the CHTL Principal Stockholder do hereby consent to the jurisdiction of such
      federal court or state court of competent jurisdiction in Los Angeles
      California.

    


    6.12 Westmoore
      Warrants. At
      the
      Effective Time of the Merger, ASSAC shall issue to Westmoore Partners, L.P.
      or
      its Affiliates or designees, the Westmoore Warrants.

    


    ARTICLE
      VII - TERMINATION.

    


    7.1 Termination
      by the Parties. If
      the
      Effective Time of the Merger has not occurred by the close of business on March
      31, 2009, then any Party hereto may thereafter terminate this Agreement by
      written notice to such effect, to the other Parties hereto, without liability
      of
      or to any Party to this Agreement or any shareholder, director, officer,
      employee or representative of such Party, unless the reason for such Effective
      Time having not occurred is: 

    


    (a) such
      terminating Party’s willful breach of the provisions of this Agreement, or


    


    (b) if
      all of
      the conditions to such terminating Party’s obligations set forth in Article V
      and Article VI have been satisfied or waived in writing by the date scheduled
      for the Closing, and, notwithstanding such satisfaction or waiver, such
      terminating Party fails or refuses to close the transactions contemplated by
      this Agreement.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      VIII - SURVIVAL OF REPRESENTATIONS AND WARRANTIES

    


    8.1 Notwithstanding
      any right of either Party to investigate the affairs of the other party and
      its
      Shareholders, each Party has the right to rely fully upon representations,
      warranties, covenants and agreements of the other Parties contained in this
      Agreement or in any document delivered to one by the other or any of their
      representatives, in connection with the transactions contemplated by this
      Agreement. Notwithstanding
      the foregoing, all of the representations and warranties of the Parties to
      this
      Agreement shall terminate as at the Effective Time of the
      Merger.

    


    ARTICLE
      IX - DISPUTE RESOLUTION; NON-COMPETITION.

    


    9.1 Resolution
      of Disputes. Except
      as
      otherwise provided in Section
      6.11
      above,
      any dispute arising under this Agreement which cannot be resolved among the
      Parties shall be submitted to final and binding arbitration in accordance with
      the then prevailing rules and regulations of the American Arbitration
      Association (the “AAA”),
      located in Los Angeles, California. There shall be three arbitrators, one
      selected by the claimant, one selected by the respondent and the third
      arbitrator selected by the AAA. The decision and award of the arbitrators shall
      be final and binding upon all Parties and may be enforced in any federal or
      state court of competent jurisdiction. Service of process on any one or more
      Parties in connection with any such arbitration may be made by registered or
      certified mail, return receipt requested or by email or facsimile
      transmission.

    


    ARTICLE
      X - MISCELLANEOUS

    


    10.1 Waivers.
      The
      waiver of a breach of this Agreement or the failure of any party hereto to
      exercise any right under this Agreement shall in no way constitute waiver as
      to
      future breach whether similar or dissimilar in nature or as to the exercise
      of
      any further right under this Agreement.

    


    10.2 Amendment.
      This
      Agreement may be amended or modified only by an instrument of equal formality
      signed by the Parties or the duly authorized representatives of the respective
      Parties.

    


    10.3 Assignment.
      This
      Agreement is not assignable except by operation of law.

    


    10.4 Notice.
      All
      notices, requests and demands hereunder shall be in writing and delivered by
      hand, by facsimile transmission, by E-Mail, by mail, by telegram, or by
      recognized commercial over-night delivery service (such as Federal Express,
      UPS,
      or DHL), and shall be deemed given: (a) if by hand delivery, upon such
      delivery; (b) if by facsimile transmission, upon telephone confirmation of
      receipt of same; (c) if by E-Mail, upon confirmation of receipt of same;
      (d) if by mail, forty-eight (48) hours after deposit in the United States mail,
      first class, registered or certified mail, postage prepaid; (e) if by
      telegram, upon telephone confirmation of receipt of same; or (f) if by
      recognized commercial over-night delivery service, upon such
      delivery.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to ASSAC:

            	 	
              Asia
                Special Situation Acquisitions Corp.

            
	 	 	
              c/o
                M
                & C Corporate Services Limited

            
	 	 	
              P.O.
                Box 309GT, Ugland House

            
	 	 	
              South
                Church Street

            
	 	 	
              George
                Town, Grand Cayman

            
	 	 	
              Attention:
                Gary Hirst, Esq.

            
	 	 	
              Telephone:
                

            
	 	 	
              Facsimile:
                

            
	 	 	
              E-Mail:
                gary@axiat.com

            
	 	 	 
	
              With
                a copy to:

            	 	
              Stephen
                A. Weiss, Esq.

            
	 	 	
              Hodgson
                Russ LLP

            
	 	 	
              1540
                Broadway, 24th Floor

            
	 	 	
              New
                York, New York 10036-4039

            
	 	 	
              Telephone:
                (646) 218-7606

            
	 	 	
              Facsimile:
                (212) 751-0928

            
	 	 	
              E-Mail:
                sweiss@hodgsonruss.com

            
	 	 	 
	
              If
                CHTL or the CHTL Principal Shareholders:

            	 	
              China
                Tel Group, Inc.

            
	 	 	
              8105
                Irvine Center Drive, Suite 800

            
	 	 	
              Irvine,
                California 92618

            
	 	 	
              Attention:
                George Alvarez

            
	 	 	
              Telephone:
                (949) 453-1775

            
	 	 	
              Facsimile:
                (949) 453-1822

            
	 	 	
              E-Mail:
                galvarez@trussnet.net

            
	 	 	 
	
              With
                a copy to:

            	 	
              Lawrence
                W. Horwitz, Esq.

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

            
	 	 	
              Four
                Venture Plaza Suite 390

            
	 	 	
              Irvine,
                California 92618

            
	 	 	
              Telephone:
                (949) 450-4942

            
	 	 	
              Facsimile:
                (949) 453-8774

            
	 	 	
              E-Mail:
                lhorwitz@hclaw.biz

            


    

    


    10.5 Governing
      Law.
      This
      Agreement shall be construed, and the legal relations between the Parties
      determined, in accordance with the laws of the State of New York, thereby
      precluding any choice of law rules which may direct the application of the
      laws
      of any other jurisdiction.

    


    10.6 Publicity.
      No
      publicity release or announcement concerning this Agreement or the transactions
      contemplated hereby shall be issued by either party hereto at any time from
      the
      signing hereof without advance approval in writing of the form and substance
      by
      the other party.

    


    10.7 Entire
      Agreement.
      This
      Agreement (including the Schedules to be attached hereto) and the collateral
      agreements executed in connection with the consummation of the transactions
      contemplated herein contain the entire agreement among the Parties with respect
      to the transactions contemplated hereby, and supersedes all prior agreements,
      written or oral, with respect hereof., including, without limitation the
      Exchange Agreement and the Original Merger Agreement.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    10.8 Headings.
      The
      headings in this Agreement are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.

    


    10.9 Severability
      of Provisions.
      The
      invalidity or unenforceability of any term, phrase, clause, paragraph,
      restriction, covenant, agreement or provision of this Agreement shall in no
      way
      affect the validity or enforcement of any other provision or any part
      thereof.

    


    10.10 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed, shall constitute an original copy hereof, but all of which together
      shall consider but one and the same document.

    


    10.11 Binding
      Effect.
      This
      Agreement shall be binding upon the Parties hereto and inure to the benefit
      of
      the Parties, their respective heirs, administrators, executors, 

    successors
      and assigns.

    


    10.12 Press
      Releases.
      The
      Parties will mutually agree as to the wording and timing of any informational
      releases concerning this transaction prior to and through Closing.

    


    [balance
      of page intentionally left blank - signature page follows]

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed by the Parties on the date and year first
      above
      written.

     

    
      	
              ASIA
                SPECIAL SITUATION ACQUISITION CORP., a
                Cayman Island corporation

            	 	 	
              CHINA
                TEL GROUP, INC.,
                a
                Nevada
                Company

            
	 	 	 	 
	 	 	 	 
	
              By   /s/
                Gary T. Hirst

            	 	 	
              By
                 
                /s/
                George Alvarez

            
	
              
                

              

              Signature

              Dr.
                Gary T. Hirst

              Print
                Name

               

              Its
                President

               
                Print Title

            	 	 	
              
                

              

              Signature

              George
                Alvarez

              Print
                Name

               

              Its
                President

               
                Print Title

            
	 	 	 	 
	
              Dated August
                6, 2008

            	 	 	
              Dated
                August
                6, 2008

            


    

     

     

    
      	
              CHTL
                ACQUISITION CORP.

              a
                Nevada corporation

            	 	 	 
	 	 	 	 
	By
               
              /s/
              Gary T. Hirst	 	 	
            
	
              
                

              

              Signature

              Dr.
                Gary T. Hirst

              Print
                Name

               

              Its
                President

               
                Print Title

            	 	 	
            


    

     

    CHTL
      PRINCIPAL SHAREHOLDERS:

     

    
      	 	 	 	
              WESTMOORE
                INVESTMENTS, L.P.

            
	 	 	 	 
	
              /s/
                Mario Alvarez

            	 	 	By  
              /s/
              Matthew Jennings
	
              
MARIO
              ALVAREZ 	 	 	
              
                

              

            


    

     

     

    
      	ALVAREZ
              IRR TRUST	 	 	WESTMOORE
              MANAGEMENT, LLC
	 	 	 	 
	 	 	 	 
	By: 
              /s/
              Mario Alvarez	 	 	By:  
              /s/
              Matthew Jennings
	
              
                

              

              Mario
                Alvarez, Trustee

            	 	 	
              
                

              

            


    

     

    

      	
              WESTMOORE
                CAPITAL GROUP 

              SERIES
                A LLC

            	 	 	
              WESTMOORE
                CAPITAL GROUP 

              SERIES
                B LLC

            
	 	 	 	 
	 	 	 	 
	By:  /s/
              Matthew Jennings	 	 	BY:  /s/
              Matthew Jennings
	
              
                

              

            	 	 	
              
                

              

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    I. As
      at the Closing of the Purchase Agreement

    


    ASSAC

    

      
        	
                Authorized
                  Ordinary Shares

              	 	
                50,000,000
                  shares

              
	
                Authorized
                  Preferred Shares

              	 	
                1,000,000
                  shares

              
	 	 	 
	
                Issued
                  Ordinary Shares

              	 	
                14,000,000
                  shares

              
	
                Issued
                  Preferred Shares

              	 	
                -0-

              
	
                Issued
                  ASSAC Note

              	 	
                $165,000,000

              
	
                ASSAC
                  Warrants Outstanding

              	 	
                17,225,000
                  shares

              
	
                ASSAC
                  Fully-Diluted Ordinary Shares

              	 	
                31,225,000
                  shares

              
	 	 	 
	
                CHTL:

              	 	 
	 	 	 
	
                Authorized
                  Class A Common Stock

              	 	
                500,000,000
                  shares

              
	
                Authorized
                  Class B Common Stock

              	 	
                200,000,000
                  shares

              
	
                Authorized
                  Series A Preferred Shares

              	 	
                25,000,000
                  shares

              
	 	 	 
	
                Issued
                  Class A Common Stock

              	 	 
	
                to
                  CHTL shareholders prior to Closing

              	 	
                86,117,088
                  shares

              
	
                Issued
                  Class B Common Stock to

              	 	 
	
                CHTL
                  shareholders prior to Closing

              	 	
                66,909,088
                  shares

              
	
                Issued
                  Series A Preferred Shares

              	 	 
	
                to
                  Additional Investors

              	 	
                10,500,000
                  shares (at a price of $10.00 per share)

              
	
                Maximum
                  Issued Debentures

              	 	
                $45,000,000

              
	
                Issued
                  Class A Common Stock to

              	 	 
	
                ASSAC
                  for $105,000,000 cash and

              	 	 
	
                $165,000,000
                  ASSAC Note

              	 	
                120,000,000
                  shares (*)

              
	
                CHTL
                  Class A Common Stock issuable

              	 	 
	
                upon
                  conversion of Debentures @ $0.95/share

              	 	
                47,368,421
                  shares

              
	
                CHTL
                  Class A Common Stock issuable

              	 	 
	
                upon
                  conversion of CHTL Preferred Stock

              	 	 
	
                issued
                  to Additional Investors @ $2.25/share

              	 	
                46,666,667
                  shares

              
	
                CHTL
                  Fully-Diluted Class A Common Stock

              	 	
                300,226,176
                  shares

              


      

    

     

    
      

    

    (*) 73,333,333
      of such shares are subject to forefeiture and pledged to CHTL as collateral
      for
      payment of $165,000,000 ASSAC Note. As Note is prepaid, shares are released
      based on one share for each $2.25 amount of Note paid down in cash.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    II. As
      at the Effective Time of the Merger

    


    ASSAC

    
      

        
          	
                  Authorized
                    Ordinary Shares

                	 	
                  250,000,000
                    shares

                
	
                  Authorized
                    Preferred Shares

                	 	
                  25,000,000
                    shares

                
	 	 	 
	
                  Issued
                    Ordinary Shares to insiders

                	 	
                  2,500,000
                    shares

                
	
                  Issued
                    Ordinary Shares to Public Investors

                	 	
                  11,500,000
                    shares

                
	
                  ASSAC
                    Warrants Outstanding

                	 	
                  17,225,000
                    shares

                
	
                  Issued
                    Ordinary Shares to Holders of CHTL

                	 	 
	
                  Class
                    A Common Stock (other than ASSAC)

                	 	
                  19,376,345
                    shares (1)

                
	
                  ASSAC
                    Debentures

                	 	
                  $45,000,000

                
	
                  ASSAC
                    Ordinary Shares issuable to

                	 	 
	
                  holders
                    of ASSAC Debentures

                	 	
                  10,657,895
                    shares (2)

                
	
                  ASSAC
                    Ordinary Shares Issued to

                	 	 
	
                  holders
                    of CHTL Preferred Stock

                	 	
                  10,500,000
                    (3)

                
	
                  ASSAC
                    Ordinary Shares issued to New

                	 	 
	
                  Investors
                    at $10.00 per share

                	 	
                  6,500,000
                    (4)

                
	
                  ASSAC
                    Ordinary Shares issuable to New

                	 	 
	
                  Investors
                    upon exercise of ASSAC Warrants

                	 	
                  3,250,000
                    (4)

                
	
                  Series
                    A Voting Preferred Stock issued

                	 	 
	
                  to
                    CHTL Principal Stockholders

                	 	
                  1,000,000
                    (5)

                
	
                  ASSAC
                    Note payable to CHTL

                	 	
                  -0-

                
	
                  CHTL
                    Shares formerly held by ASSAC

                	 	
                  -0-

                
	 	 	 
	
                  ASSAC
                    Fully-Diluted Ordinary Shares

                	 	
                  81,509,240
                    shares

                


        

      

    

    


    
      
        

      
(1) Based
      on
      the Class A Common Stock Exchange Ratio

    


    (2) Based
      on
      the ASSAC Debenture Exchange Ratio.

    


    (3) Assumes
      each share of CHTL Preferred Stock is purchased at $10.00 and is convertible
      into 4.4444 shares of CHTL Class A Common Stock.

    


    (4) Assumes
      that (a) a total of $65,000,000 is raised by ASSAC in one or more financings
      prior to the Effective Time of the Merger, (b) all of the net proceeds of which
      were paid to CHTL and used to reduce the original $165,000,000 ASSAC Note to
      $100,000,000, and (c) the ASSAC securities consisted of Ordinary Shares issued
      at $10.00 per share and warrants entitling the holder to purchase an additional
      3,250,000 Ordinary Shares. The terms of such proposed financing are subject
      to
      change and the provisions of Section
      5.1(n)
      of the
      Agreement and Plan of Merger.

    


    (5) Entitles
      the CHTL Principal Stockholders to 100,000,000 votes (100 votes for each share)
      voting together with the ASSAC Ordinary Shares on all matters requiring ASSAC
      shareholder vote or approval.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    Based
      upon the foregoing, CHTL would receive aggregate financing of $270,000,000,
      of
      which $196,000,000 would be paid to Chinacomm under the Purchase Agreement,
      and
      the balance used for working capital. In addition, upon exercise of the
      17,225,000 ASSAC Warrants currently outstanding, the consolidated companies
      would receive up to an additional $129,187,500.

     

    
      
        
        

      

      
        30