EXHIBIT
      10.1

    


    Master
      Distributor Agreement

    


    This
      Master Distributor Agreement (the “Agreement”) is entered into on the
      7th
      day of
      August, 2008 by and between Beijing Orsus Xelent Tech & Trading Co., Ltd.,
      (“Orsus”) a subsidiary of Orsus Xelent Technologies, Inc., with registered
      business address at 12/F, Tower B, Chao Wai Men Business Center, 26 Chaoyangmen
      Wai Ave., Chaoyang District, Beijing, and Beijing Xingwang Shidai Commerce
      Co.,
      Ltd. (“Xingwang”), with registered business address at #1 Pingfang, East Yong An
      Li, Chaoyang District, Beijing. (collectively referred to hereafter as
“Parties”)

    


    Whereas
      Orsus and Xingwang has a long-term and friendly relationship, Orsus hereby
      agrees to appoint Xingwang, and Xingwang hereby agrees to accept Orsus’
appointment, as a national level distributor for the mobile phone handset
      products produced by Orsus.

    


    The
      Parties hereby further agrees the following:

     

    
      	
              1.

            	
              Term
                of trade account receivable credit. The Parties agree that the term
                of
                trade account receivable credit from Orsus to Xingwang shall be 120
                days,
                starting from June 30, 2008.

            


    

    


    
      	
              2.

            	
              Guarantee
                service on trade account receivables: The Parties agree that Xingwang,
                at
                any given time and at Xingwang’s sole expenses, shall retain
                government-licensed third-party guarantee company/companies in good
                standing to assume joint obligation to guarantee the payment of trade
                account receivables owed by Xingwang to Orsus to the full amount
                of such
                trade account receivable. The terms of such guarantee shall require
                guarantor to pay Orsus immediately upon any receivables becoming
                more than
                45 days overdue.

            


    

    


    
      	
              3.

            	
              Access
                to Xingwang trade account receivable record. The Parties agree that
                Orsus
                has the right to request from Xingwang and Xingwang has the obligation
                to
                supply to Orsus a detailed report on trade account receivable owed
                by
                Xingwang’s customers to Xingwang regarding Orsus’ handset products. Such
                report shall be made available to Orsus within 10 business days after
                a
                calendar quarter is completed. Such report shall contain such detailed
                information including but not limited to account receivable balance
                and
                aging for each individual customer.

            


    

    


    
      	
              4.

            	
              Purchase
                Agreements. Saless of product from Orsus to Xingwang shall be made
                by
                individual purchase agreements in accord with the terms of this Master
                Distributor Agreement.

            


    

    


    
      	
              5.

            	
              Term
                of this Agreement: The term of this Agreement is 2 years starting
                from the
                effectively date of this Agreement.

            


    

    


    Beijing
      Orsus Xelent Tech & Trading Co..Ltd., a subsidiary of Orsus Xelent
      Technologies, Inc.

    


    Beijing
      Xingwang Shidai Commerce Co., Ltd.

     

    
      
         

      

      
        
          Exhibit
            10.1 - 1