EXHIBIT
      10.1

    


    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

    


      

    THIS
      ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of
      November 7, 2007 by and between China Dongsheng International, Inc. (formerly
      known as PaperClip Software, Inc.), a Delaware corporation ("Assignor"), and
      PaperClip Inc., a Delaware corporation ("Assignee").

    


    WITNESSETH:

    


    WHEREAS,
      Assignor has agreed to sell, transfer, convey, assign and deliver to
      Assignee all of its right, title and interest in, to and under all its personal
      property and agreements to which it is a party (“Agreements”) (collectively, the
      "Assigned Rights") to Assignee and Assignee has agreed to acquire the Assigned
      Rights and to assume any and all liabilities related to the Assigned
      Rights.

    


    WHEREAS
      the other parties to all the Agreements have agreed to Assignor assigning the
      Assigned Rights to Assignee and to Assignee assuming any and all liabilities
      related to the Agreements.

    


    NOW,
      THEREFORE, Assignor and Assignee hereby agree as follows:

    


    1.     Assignment
      of Assigned Rights and Agreement. For good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged, Assignor hereby
      transfers, conveys, assigns and delivers to Assignee all of its right, title
      and
      interest in, to and under the Assigned Rights and the Agreements free and clear
      of all encumbrances.

    


    2.      Assumption
      of
      Obligations. For good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, Assignee hereby agrees to assume, perform and
      discharge all obligations relating to the Assigned Rights and the
      Agreements.

    


    3.     Further
      Assurances. Assignor and Assignee shall execute, acknowledge and deliver to
      the
      other such documents and take such other actions as may be reasonably necessary
      to effect the provisions of Paragraphs 1 and 2 of this Agreement.

    


    4.     Assignment.
      This Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns.

    


    5.     Governing
      Law. This Agreement shall be governed by and construed in accordance with the
      laws of the State of Delaware.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.     Heading;
      Terms. The headings in this Agreement are for the purposes of reference only
      and
      shall not limit or otherwise affect the meaning of the provisions
      hereof.

    


    7.     Counterparts.
      This Agreement may be executed in one or more counterparts each of which shall
      be deemed an original, and all of which together shall constitute but one and
      the same instrument.

    


    


    IN
      WITNESS WHEREOF, Assignor and Assignee have duly executed this Agreement as
      of
      the date set forth above.

    


     

    
      	 	
              CHINA
                DONGSHENG INTERNATIONAL, INC.

              (formerly
                known as PaperClip Software, Inc.)

              


              


              By:
                /s/
                Aidong Yu

              Name:
                Aidong Yu

              Title:
                President, CEO, Director

              


              


              PAPERCLIP
                INC.

               

              


              By:
                /s/
                William Weiss

              Name:
                William Weiss

              Title:
                Chief Executive Officer