**EXHIBIT 4.9****Non-Competition Agreement**     This Non-Competition Agreement (the **“Agreement”)**is entered into on this 12thday of April, 2007, by and among:**Qiao Xing Universal Telephone, Inc.,**a company incorporated in the British Virgin Islands, whoseprincipal executive offices are at Qiao Xing Science Industrial Park, Tang Quan, Huizhou City,Guangdong, People’s Republic of China (the **“PRC”)**516023 (**“Xing”**);**Qiao Xing Mobile Communication Co. Ltd.,**a company incorporated in the British Virgin Islands,whose principal executive offices are at 10th Floor CEC Building, 6 Zhongguancun SouthStreet, Beijing, the PRC, 100086 (**“QXM”**);**Hui Zhou Qiao Xing Communication Industry, Ltd.,**a company incorporated in the PRC, whose principalexecutive offices are at Qiao Xing Science Industrial Park, Tang Quan, Huizhou City, Guangdong, thePRC, 516023, and which is a subsidiary of Xing **(“HZQX”);**and**Mr. Rui Lin Wu,**chairman and chief executive officer of Xing, a citizen of the PRC, Passport numberG08803824, whose business address is Qiao Xing Science Industrial Park, Tang Quan, Huizhou City,Guangdong, the PRC, 516023 (**“Mr. Wu”**).WHEREAS Xing beneficially owned 100% of QXM’s outstanding share capital as of March 1, 2007 and Mr.Wu and members of his family beneficially owned or controlled approximately 26.7% of theoutstanding shares of Xing as of December 31, 2006.NOW THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows:**Article 1 The Business**1.1 The parties hereby agree that the core business of QXM (the **“QXM Business”)**is thedesign, manufacture and sale of all types of mobile handsets and related accessories, including butnot limited to GSM, CDMA and 3G mobile handsets, as well as handsets that may contain commercial,entertainment, computing or other consumer electronics functions, or other distinctive functionssuch as medical, security, or other functions utilizing portable electronic devices, as determinedfrom time to time by the board of directors of QXM.**Article 2 Covenants**2.1 Xing and Mr. Wu undertake that they will not use any information concerning QXM, itssubsidiaries and affiliates, and their respective businesses, including, but not limited to,technology, financial forecasts, financial condition, operations, assets, liabilities and businessstrategy, that they currently or will in the future possess in any way that will be detrimental tothe QXM Business and will also procure that any other person or entity with which they share suchinformation will not take any action that will be detrimental to the QXM Business, provided,however, that nothing in this Article 2.1 shall prevent or hinder Xing from making such publicdisclosures and providing such information to regulatory authorities, including informationregarding QXM and the QXM Business, as may be required to comply with the relevant U.S. securitieslaws and regulations and, requirements imposed by any relevant stock exchange or over-the-countermarket. In addition, Xing and QXM shall in good faith
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coordinate investor relations activities so as to allow Xing to engage in investor relationsactivities consistent with other U.S. publicly listed companies,provided, however, thatXing shall obtain prior QXM approval to the release of QXM information not previously communicatedto the market by QXM (or by Xing with QXM’s approval) or not otherwise required to be disclosed byXing under relevant U.S. securities laws, which consent shall not be unreasonably withheld by QXM.2.2 Xing covenants and agrees with QXM that Xing will not, and will procure that each of itssubsidiaries will not, solely or jointly, or through any person, company, enterprise or unit otherthan QXM and its subsidiaries, develop, carry on, participate in, engage in, or be involved in anybusinesses or activities that result in or may result in direct or indirect competition with theQXM Business, including but not limited to (i) making investments in businesses that result in ormay result in direct or indirect competition with the QXM Business; (ii) soliciting any business,for itself or for other persons, from any person that has business relationships with QXM; (iii)soliciting the employment of, or hiring, any officer, directors or employee of QXM and (iv)interfering with the QXM Business or encouraging other persons to interfere with the QXM Business((i), (ii), (iii) and (iv) collectively, the**“Competing Conduct”),**provided, however, thatthe Competing Conduct shall not include the funding or other support for the current business ofHZQX, which includes the manufacture and sale of Cosun-branded economy handsets for the PRC market(the **“Current HZQX Handset Business”).**For the avoidance of doubt, these economy handsets shall notinclude any additional key features that have not been substantially developed by HZQX as of thedate of this Agreement, except pursuant to Article 3 below.2.3 HZQX covenants and agrees with QXM that HZQX will not, and will procure that each of itssubsidiaries will not, solely or jointly, or through any person, company, enterprise or unit,develop, carry on, participate in, engage in, or be involved in any businesses or activities thatresult in or may result in direct or indirect competition with the QXM Business, including but notlimited to engaging in any of the Competing Conduct, provided that nothing in this Section 2.3shall preclude HZQX from engaging in the Current HZQX Handset Business.2.4 Mr. Wu covenants and agrees with QXM that Mr. Wu will not, and will procure that each of themembers of his family will not, solely or jointly, or through any person, company, enterprise orunit other than QXM and its subsidiaries, develop, carry on, participate in, engage in, or beinvolved in any businesses that result in or may result in direct or indirect competition with theQXM Business, including but not limited to engaging in any of the Competing Conduct, provided thatnothing in this Section 2.4 shall preclude Mr. Wu from funding or otherwise supporting the CurrentHZQX Handset Business.**Article 3 Right of First Refusal**3.1 If Xing, HZQX, any of Xing’s other subsidiaries, or Mr. Wu (himself or through one of hisfamily members) is offered, or otherwise becomes aware of, any business opportunity that isreasonably likely to result in direct or indirect competition with the QXM Business or any businessopportunity that is reasonably associated with the QXM Business, such party shall promptly notifyQXM and shall use its best efforts to offer, or cause to be offered, such business opportunity toQXM. Upon receipt of such notice of such a business opportunity, QXM shall, as soon as practicable,convene a board meeting at which at least two independent directors are present, to discuss whetherto pursue such business opportunity. If the board of QXM decides to pursue such businessopportunity, QXM shall notify the other
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parties hereto and such parties shall not take any action to hinder such pursuit. If QXM notifiesthe other parties that QXM’s board has not elected to pursue such business opportunity or has notmade such notification within thirty (30) days of the initial notification of the opportunity, thenthe other parties may, subject to the other provisions of this Agreement, pursue such opportunityor refer such opportunity to a third party.**Article 4 Miscellaneous**4.1 This Agreement shall operate for the benefit of and be binding on the successors in title andpermitted assigns of each party hereto.4.2 This Agreement constitutes the full and entire Agreement and understanding between the partieswith regard to the subject matter contained herein. This Agreement supersedes all prior agreementsand understandings between the parties with respect to such subject matter. No party shall beliable or bound to any other in any manner by any representations, warranties, covenants andagreements except as specifically set forth herein.4.3 If any term or other provision of this Agreement is invalid, illegal or incapable of beingenforced by any law or public policy, all other terms and provisions of this Agreement shallnevertheless remain in full force and effect for so long as the economic or legal substance of thetransactions contemplated hereby is not affected in any manner materially adverse to any party.Upon such determination that any term or other provision is invalid, illegal or incapable of beingenforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effectthe original intent of the parties as closely as possible in an acceptable manner in order that thetransactions contemplated hereby are consummated as originally contemplated to the greatest extentpossible.4.4 All notices, requests, claims, demands and other communications hereunder shall be in writingand shall be given or made by delivery in person or by mail to the following addresses, or anyother addresses or fax numbers informed by the parties to the other parties in writing five (5)days before such notice, request, claim, demand or other communication is sent:If to QXM:Qiao Xing Mobile Communication Co. Ltd.,