TERMINATION
      AND MUTUAL RELEASE AGREEMENT

     

    This
      TERMINATION AND MUTUAL RELEASE AGREEMENT (“Agreement”) is made and entered into
      effective as of November 3, 2008, by and between CHINA
      TEL GROUP, INC.,
      a
      Nevada corporation (“CHTL”), and ASIA
      SPECIAL SITUATION ACQUISITION CORPORATION,
      a
      Cayman Islands corporation (“ASSAC”). CHTL and ASSAC shall be individually
      referred to as a “Party” and collectively referred to herein as the
“Parties”.

    


    RECITALS

    


    WHEREAS,
      the
      Parties have entered into that certain Stock Purchase Agreement dated
      July 8, 2008 and as amended and restated as of August 4, 2008
      (collectively, the “Stock Purchase Agreement”);and

    


    WHEREAS,
      the Parties have entered into that certain Agreement and Plan of Merger, dated
      July 8, 2008 (the “Merger Agreement”); and

    


    WHEREAS,
      the
      Parties desire to terminate the Stock Purchase Agreement and to generally and
      mutually release each other from any and all claims one may have against the
      other, in accordance with the terms of this Agreement.

    


    NOW,
      THEREFORE,
      for the
      valuable consideration described herein, the adequacy of which is hereby
      expressly acknowledged, the Parties hereto hereby agree as follows:

     

    AGREEMENT

    


    1. Termination
      of Stock Purchase Agreement.
      The
      Parties hereto hereby mutually agree that the Stock Purchase Agreement and
      the
      Merger Agreement is hereby terminated. Neither Party shall be further obligated
      under the Stock Purchase Agreement and/or the Merger Agreement and there is
      no
      further expectation on the part of either Party that the other Party shall
      perform under the terms of the Stock Purchase Agreement and/or the Merger
      Agreement.

    


    EXHIBIT
      A


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2. Release
      by CHTL.
      Except
      for the obligations created under this Agreement, CHTL hereby releases on its
      own behalf and on behalf of all of its affiliated companies, predecessors,
      successors, and assigns and any of its past or present officers, directors,
      employees, agents, managers, members, partners, shareholders, principals, or
      representatives, ASSAC and any of its predecessors, successors, and assigns
      and
      any of its past or present officers, directors, employees, agents, managers,
      members, partners, shareholders, principals, or representatives, from any and
      all rights, claims, liabilities, demands, actions, proceedings, causes of
      action, in law or in equity, by reason of any matter, event, cause or thing
      whatsoever, including, but not limited to the obligations of ASSAC under the
      Stock Purchase Agreement and/or the Merger Agreement.

    


    3. Release
      by ASSAC.
      Except
      for the obligations created under this Agreement, ASSAC hereby releases on
      its
      own behalf and on behalf of all of its predecessors, successors, and assigns
      and
      any of its past or present officers, directors, employees, agents, managers,
      members, partners, shareholders, principals, or representatives, CHTL and any
      of
      its affiliated companies, predecessors, successors, and assigns and any of
      its
      past or present officers, directors, employees, agents, managers, members,
      partners, shareholders, principals, or representatives, from any and all rights,
      claims, liabilities, demands, actions, proceedings, causes of action, in law
      or
      in equity, by reason of any matter, event, cause or thing whatsoever, including,
      but not limited to the obligations of CHTL under the Stock Purchase Agreement
      and/or the Merger Agreement.

    


    EXHIBIT
      A


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4. Section
      1542 Waiver.
      The
      Parties and each of them expressly waive all rights and benefits under Section
      1542 of the California Civil Code, or any similar provision under any other
      applicable state or federal law, which provides as follows:

    


    “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor.”

    


    Each
      of
      the Parties acknowledges that they have been advised by their respective
      attorneys concerning and are familiar with the above provisions of California
      Civil Code Section 1542.

    


    5. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding between the Parties
      with respect to the settlement and compromise of the matters set forth herein.
      All prior and contemporaneous conversations, negotiations, possible and/or
      alleged agreements, representations, covenants and warranties between the
      parties hereto are merged herein. This Agreement may be changed only with the
      mutual written consent of all Parties.

    


    6. No
      Admission.
      Nothing
      in this Agreement is to be construed as an admission of wrongdoing or liability
      by any Party hereto, as such wrongdoing or liability is expressly denied, and
      no
      finding thereof has been made by any arbitrator, court or other tribunal. There
      are no allegations on the part of either Party of any wrongdoing or liability
      attributed to the actions or inactions of the other Party.

    


    7. Acknowledgement
      of Understanding and Legal Representation.
      Each
      Party hereto acknowledges that it has been represented by competent legal
      counsel of its own choosing, in connection with the negotiation, drafting,
      and
      execution of this Agreement. Accordingly, the language used in this Agreement
      will be deemed to be language chosen by all Parties hereto to express their
      mutual intent, and no rule of strict construction against any Party hereto
      will
      apply to any term or condition of this Agreement. Each Party represents and
      warrants that it has read and fully understands and agrees to all provisions
      contained herein, and that it has entered into this Agreement voluntarily as
      its
      free act and deed. Each of the undersigned Parties and their counsel has each
      reviewed this Agreement, and the rule of construction to the effect that any
      ambiguities are to be resolved against the drafting Party shall not be employed
      in the interpretation of the Agreement. Each Party further represents and
      warrants that its claims which are the subject of this Agreement have not been
      alienated or assigned to any person or entity not a Party to this Agreement
      and
      are not now nor ever have been at issue in any bankruptcy proceedings.


    


    EXHIBIT
      A


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    8. Costs.
      Unless
      expressly set forth herein, the Parties agree that each Party will bear its
      own
      costs and attorneys’ fees with respect to this matter, including the costs and
      fees associated with the preparation and execution of this
      Agreement.

    


    9. Severance.
      Any
      provision of this Agreement that is prohibited or unenforceable shall be
      ineffective to the extent of such prohibition or unenforceability only, without
      invalidating the remaining provisions hereof.

    


    10. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be one and the same instrument.

    


    11. Dispute
      Resolution.
      In the
      event of a dispute related to or arising from the terms of this Agreement,
      such
      dispute: (i) shall be resolved before the American Arbitration Association
      in
      Orange County, California; (ii) the prevailing Party shall be entitled to all
      attorneys fees and costs and (iii) the Parties agree that this Agreement shall
      be governed by, and construed and enforced in accordance with, the laws of
      the
      State of California, without regard to choice of law principles.

    


    EXHIBIT
      A


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    12.Signatures.
      Each
      Party represents and warrants that the person signing this Agreement on its
      behalf is fully authorized and empowered to do so. Signatures provided by
      facsimile shall be deemed original signatures and shall be binding signatures
      in
      all respects.

    


    [This
      page intentionally left blank. Signature page to
      follow.]

    


    EXHIBIT
      A


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date set forth at the
      beginning of this Agreement. 

    


    
      	
              CHTL

            	 	
              ASSAC

            
	 	 	 
	
              CHINA
                TEL GROUP, INC.,
                a
                Nevada corporation

            	 	
              ASIA
                SPECIAL SITUATON ACQUISITON CORP.,
                a
                Cayman Islands corporation

            
	 	 	 
	
              By

            	
              /s/
                George Alvarez

            	 	
              By

            	
              /s/
                Gary T. Hirst

            
	 	 	 	 	 
	 	
              George
                Alvarez 

            	 	 	
              Gary
                T. Hirst 

            
	 	
              Print
                Name

            	 	 	
              Print
                Name

            
	 	 	 	 	 	 	 
	 	
              Its

            	
              Chief
                Executive Officer

            	 	 	
              Its

            	
              President

            
	 	 	
              Title

            	 	 	 	
              Title

            


    

    


    EXHIBIT
      A