Filed by sedaredgar.com - Arise Technologies Inc. - Exhibit 10.5








	Communication Consultans Worldwide Limited 	Licence, Maintenance and Consultancy Agreement
    



CCww

 

 

MOBILE STATION (MS) PROTOCOL STACK SOFTWARE


LICENCE, MAINTENANCE and CONSULTANCY
AGREEMENT

 

This licence agreement (hereinafter "Agreement"), made as of
the last date signed below (hereinafter "Effective Date") is by and between
Communications Consultants Worldwide, Ltd., with its principal
place of business at Homelife House 26-32 Oxford Road, Bournemouth, BH8 8EZ,
United Kingdom (hereinafter "CCww"), and Arise Technologies Co.
Ltd., with its principal place of business at 11 F No.268, Beihsin Rd,
Section 2, Hsin-Dian City, Taipei County 23143, Taiwan, (hereinafter "Arisetek")
and each may be referred to as "Party" or collectively as "Parties".

 

 

Agreement version 1.0 4th February 2008

	©CCww2008 	Company Confidential 	Page 1 of 21 






WHEREAS, Arisetek requires the supply of a GSM/GPRS MS protocol
stack software and reterence design with additional services and deliverables
outlined in Appendix C to enable it to Design and Manufacture certain Products;
and

WHEREAS, CCww desires to provide Arisetek with such protocol
stack software and related services as further described herein for immediate
commencement of project activities

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

1    DEFINITIONS

As used In this Agreement, the following terms shall have the
indicated meanings:

	1.1 	
      "Arisetek" refers to Arisetek, its world-wide subsidiary
      companies and successors. 

	1.2 	
      "Deliverables" shall mean all Source Code, Object Code,
      Documentation, Test Cases. Host Environment, all associated information,
      and all the materials and documents in machine or written form provided by
      CCww through licence, service or consultancy as specified in AppendiX C
      

	1.3 	
      "Derivative Code" shall mean the CCww Source Code that
      has been modified by Arisetek. howsoever small the change made. 

	1.4 	
      "Development Environment" shall mean the configuration
      specified by CCww that uses CCww tests and in-house tools to execute and
      debug Object Code. 

	1.5 	
      "Documentation" shall mean documentation describing the
      features, functionality and use of the Deliverables. The documentation
      shall provide sufficient information for an appropriately qualified person
      to operate, diagnose, modify and maintain the Source Code. 

	1.6 	
      "EssentiaIIPR" shall mean IPR, which is the subject of
      patents relating to the Specification. 

	1.5 	
      "L1" shall mean the Layer 1 physical control software
      that executes on the microprocessor core. 

	1.6 	
      "Licences" shall mean the Development Licence, the
      Manufacture Licence, and the Sublicence granted as defined under Clause 2
      of this Agreement. 

	1.7 	
      "MS Protocol Stack Software" shall mean the software
      conforming to the SpecifICations covering L1 and Layer 2, 3 protocol stack
      for the GSM/GPRS Mobile Station (MS). 

	1.7 	
      "Milestones" shall mean the milestones set out in
      Appendix A. 

	1.8 	
      "NRE" shall mean Non-Recurring Engineering, i.e. Time
      & Materials consultancy work. 

	1.9 	
      "Object Code" shall mean code produced by compiling CCww
      Source Code or Derivative Code. 

	1.10 	
      "Image Code" shall mean code that is executed in
      Product(s) produced by assembling Object Code or compiling Source Code or
      Derivative Code. 

	1.11 	
      "NXP Licensed Materials" shall have the meaning provided
      in Appendix G. 

	1.12 	
      "Product(s)" shall mean any handset devices developed by
      Arisetek that uses Image Code. 

	1.13 	
      "Quarter" shall mean each calendar quarter ending on
      either of the 31st March, 30th June, 30th September or 31st December of
      each year. 

	1.14 	
      "Specification" shall mean the 3GPP GSM/GPRS standard
      specification at Release '99 of September 2006 

	1.15 	
      "Source Code" shall mean a collection of files and tables
      supplied by CCww, and comprises MS Protocol Stack Software and associated
      "C" source code (human-readable text form) in the Deliverables from CCww,
      and any copy or part or modification thereof. 

	1.16 	
      "Utilities" shall mean inter alia test scripts, compile
      scripts and debug tools supplied in conjunction with the Deliverables.
    





	©CCww2008 	Company Confidential 	Page 2 of 21 







2     OWNERSHIP AND
  LICENCE GRANT

2.1     Ownership

CCww is the owner or licensee of the intellectual property
rights that subsist in the Deliverables and all title to these items shall
remain vested in CCww or partner or licensor.

2.2 Licence Grant

Subject to the terms and conditions of this Agreement including
payment of appropriate fees, CCww hereby grants to Arisetek a personal,
non-transferable (except for merger, acquisition or change of control),
perpetual, modification, world-wide and non-exclusive licence to use the
Deliverables as set out in this Agreement for all of Arisetek's Products. The
Licences granted to Arisetek are a Development Licence, Manufacture Licence, and
Manufacture Sublicence described below, with further details including fees
being given in Appendix D.

In the event of merger, acquisition or change of control of
either party, all the rights and obligations under this Agreement shall transfer
to the merging, acquiring or controlling entity(s). This means, inter alia, that
the entity merging, acquiring or controlling CCww is obliged to continue
maintenance and support in a similar manner to the service provided by CCww up
to the event of acquisition, merger, or change of control as reasonably required
by Arisetek. In the case of CCww being acquired or controlled by a competitor of
Arisetek, then Arisetek shall be entitled to acquire a licence for the most
up-to-date Source Code for a single payment of £1 M.

2.3 Development Licence

Under the Development Licence, Arisetek shall, at Arisetek
Site(s) only, be entitled to:

	(i) 	
      make a reasonable number of copies of the Deliverables
      for back-up purposes or to continue to allow Product development work at
      Arisetek Sites only;

	 	 
	(ii) 	
      make use of the Deliverables, in accordance with the
      Documentation, for internal evaluation, development, integration,
      customisation, testing, demonstration (to prospective customers) and
      education purposes, and solely within such scope of use edit, adapt.
      integrate and modify the Source Code and/or Object Code in order to create
      Image Code for the commercial development of the Products;

	 	 
	(iii) 	
      maintain, fix and patch Image Code contained in the
      Products.



However, under a Development Licence, Arisetek is not entitled
to manufacture Products. Arisetek Sites are shown in Appendix B. 

Arisetek will provide CCww with a copy of and details of the
changes required in the Deliverables including scripts, utilities, Source Code,
within the warranty period as set in Clause 8. CCww will modify the Deliverables
to incorporate these changes and provide the production release of the
Deliverables to Arisetek. 

2.4 Manufacture Licence

Under a Manufacture Licence, (which can only be granted in
addition to the Development Licence), Arisetek shall be entitled to:

	(i) 	
      manufacture Products at Arisetek's own or contract
      manufacturer facilities, subject to payment of the Royalties.

	(ii) 	
      distribute and sell Products through its commercial
      channels.



2.5 Sublicence Rights

Arisetek is entitled to sublicense Image Code incorporated in
Arisetek's Product to 3rd parties in Taiwan and China for manufacture
of handsets. Arisetek shall inform CCww that it has signed an agreement with its
sublicensees within 7 working days of signature, and provide to CCww the
sublicensee company name, address and signatory. Furthermore, Arisetek shall
inform CCww of the commencement and termination of manufacture for each
sublicensee, within 7 working days. Additionally, before transfer of
deliverables under Ansetek's sublicence agreement, Arisetek will ensure that
each sublicensee has signed a confidentiality agreement with Arisetek that
provides a degree of protection for the Product equal or better to that which
exists between Arisetek and CCww.

2.6 Royalties

For each unit of Product manufactured by Arisetek and/or Sub-licensee,
  a Royalty fee is payable to CCww. Details of Royalties payable are contained
  in Appendix D.

	©CCww2008 	Company Confidential 	Page 3 of 21 





3     LICENCE RESTRICTIONS
  

	3.1 	
      Arisetek covenants that it will not sell, license
      (sub-license), lease, rent, loan, lend, transmit, network, or otherwise
      distribute or transfer the Deliverables, or any part thereof, in any
      manner to any third party, except that Object Code can be contained in
      Products for sale produced pursuant to this Agreement according to the
      Manufacture and sublicence rights (as granted).

	 	 
	3.2 	
      Arisetek may not make use of the Deliverables, or any
      part thereof. other than as expressly permitted in this Agreement. Without
      limiting the foregoing, Arisetek's use of the Deliverables is at all times
      subject to the restrictions set out herein.

	 	 
	3.3 	
      It is expressly understood that any use of the
      Deliverables or any part thereof by Arisetek other than the use permitted
      under the Licences, will be a material breach of this Agreement. CCww may
      at its sole discretion grant additional licences to Arisetek in order to
      rectify such breaches, subject to a mutually agreed amendment to this
      Agreement.

	 	 
	3.4 	
      Arisetek is responsible for procuring the following
      licences from the appropriate supplier as required: RTOS licence, TCP/IP
      licence and PPP licence; and for ensuring the same with each if its
      sublicensees.

	 	 
	3.5 	
      Except as is expressly permitted herein, Appendix G, or
      in furtherance of incorporation into Products, Arisetek shall not
      sublicense, distribute, reverse engineer, reverse compile or disassemble
      the NXP Licensed Materials. Moreover, Arisetek shall not distribute or
      transfer in any way any copy of all or part of the NXP Licensed Materials
      or their Derivative Works separate and apart from the Product as limited
      in the License Supplement(s). Arisetek shall indemnify and hold CCww
      harmless for any claims for damages arising from Arisetek's breach of its
      obligations set out in herein.



4     RECORDS AND AUDIT

4.1 Maintenance of Records

Arisetek shall at all times maintain complete and accurate
records regarding Arisetek's use of the Deliverables and any part thereof,
including information on any copies made thereof and the location of such
copies, and including for the avoidance of doubt the numbers of copies made for
back-up purposes. Arisetek shall maintain records containing information on the
production, sale and delivery of all Products. All records required by this
clause to be maintained shall be kept for the duration of this Agreement and for
a period of six years following its expiry or termination, howsoever caused.

4.2 Arisetek Audit Reports

Arisetek shall provide CCww with an independent commercial
auditor's report on a quarterly basis, to assess Arisetek's full compliance with
this Agreement. Such report shall contain: production quantity for Products
manufactured for the previous Quarter and the royalties thereby due to CCww.
Arisetek shall provide the audit to CCww within 50 days of each quarter end, in
USA SEC format. CCww shall bear the auditor's fees for information it requests
that is in addition to the SEC audit. 

5    
CONFIDENTIALITY

The Deliverables are confidential and proprietary information
of CCww or its licensors. Arisetek undertakes not to disclose to any third party
any part of, or information relating to, the same, and Arisetek shall take such
measures as are necessary to keep such information strictly confidential (save
that Object Code may be incorporated in Products) in accordance with Arisetek's
own procedures for confidential information, provided that such procedures are
reasonably adequate to maintain the security of the confidential information.


Arisetek will ensure that its employees will be only given
access to the Source Code elements of the Deliverables under an obligation of a
CCww personal confidentiality agreement. 

CCww undertakes reciprocal obligations for Arisetek's
confidential information, covering information, records, plans, and
specifications supplied by Arisetek to CCww in respect of its Product(s)
development and manufacturers.

All Parties' confidentiality obligations herein shall survive
expiry or termination for any reason, of this Agreement for a period of 10
years. 

	©CCww2008 	Company Confidential 	Page 4 of 21 





6     SERVICES AND CONSULTANCY

CCww agrees to supply service and consultancy, according to the
activities and deliverables shown in Appendices A and C and receive payment in
return according to Appendix D. Payment Terms and Conditions are described
herein. 

CCww will make all reasonable efforts to meet delivery
Milestones, and timely delivery of services and consultancy. Arisetek shall
promptly provide all information, specifications and equipment needed by CCww to
perform its obligations, which items may inter alia include: target hardware
development platforms, documentation tor development platforms, all necessary
connectors and cables for development platforms, DSP firmware to support GSM and
GPRS operation. CCww cannot accept responsibility for delays to deliveries
caused by delay in provision of information, specifications, or equipment by
Arisetek, incorrect information supplied by Arisetek, or defected within any
equipment or firmware supplied by Arisetek. If any such delays occur, upon
mutual review and agreement, the schedule will be adiusted, with no penalty to
CCww. Additionally, CCww reserves the right to charge interest on any payments
delayed in this manner.

7     PAYMENT

7.1 FEES

In compensation for the rights granted, options exercised by
Arisetek and services rendered by CCww under this Agreement, Arisetek shall pay
to CCww all fees arising under this Agreement, including those for the
Development Licence, Manufacture Licence, Manufacture Sublicence, Royalties
(and/or Royalty buy-out), Maintenance and NRE specified in AppendiX D hereto.
Payments are to be made by direct credit into CCww's bank account within thirty
(30) business days from the date of CCww invoice, unless otherwise
indicated.

Royalties are payable quarterly within 60 days of the Quarter
end. 

All NRE activities will be undertaken at the rate shown in
Appendix D unless undertaken at an agreed fixed price confirmed in writing by
CCww and Arisetek. All necessary travel and accommodation for the agreed NRE
activities with be undertaken and will be charged at cost. Unless otherwise
stated, NRE activities will be charged on a monthly basis. 

All monetary figures in this Agreement are in UK-Pounds
(£).

7.2 Failure to Pay

If Arisetek fails to effect payment within the stipulated time,
CCww shall be entitled to charge interest at a rate of eight (8) per cent per
annum above the base rate of HSBC Bank plc in London from time to time, from the
time payment was due until the time payment in full is received. CCww may in
such event also suspend the fulfilment of its own obligations until payment is
made. If Arisetek still has not paid any sum due within thirty (30) business
days after the due date, CCww shall be entitled to terminate this Agreement
immediately by notice in writing to Arisetek and to recover the outstanding
payment due from Arisetek and any costs accrued by the recovery process. 

7.3 Taxes

All fees including Royalties are exclusive of, and Arisetek is
responsible for, all taxes, including custom duties, import fees, sales, use,
withholding, gross revenue and like taxes, dues and charges assessed or incurred
in connection with the provision of goods and services under this Agreement.

8     WARRANTY 

8.1 Media

CCww warrants that the media on which the Deliverables are
recorded upon receipt by Arisetek will be free from defects in materials and
faulty workmanship under normal use for a period of ninety (90) days from the
date of receipt by Arisetek, and during this period CCww's only liability will
be to replace or repair defective media free of charge.

8.2 Warranty Period

CCww warrants for the period before the maintenance service begins
  (see Appendix C), that the Deliverables, as delivered, conform in all material
  aspects to the Specification as embodied by the PICS given in Appendix F. However,
  CCww does not warrant that the Deliverables are defect free. CCww's entire liability
  under the warranty shall be to use all reasonable efforts to correct the defects
  in Deliverables brought 

	©CCww2008 	Company Confidential 	Page 5 of 21 





to its attention before the expiry of the warranty period.
After such expiry, Arisetek will undertake a maintenance agreement outlined in
Appendix C.

Where CCww expends effort in the investigation of a defect that
is subsequently found to result from software or hardware or documentation
supplied by Arisetek, then CCww reserves the right to charge Arisetek for the
cost of its investigation. 

8.3 Changes by Arisetek

Arisetek agrees that in the event Arisetek undertakes any
measure, without the prior approval of CCww, to adapt, modify, revise, Improve
or upgrade the Deliverables, or any part thereof, for any purpose including
error correction or any other type of maintenance, then such measure undertaken
by Arisetek shall render the warranty granted by CCww under this Section 8 not
applicable. Furthermore, CCww shall be under no obligation to correct any error
or defect in the Deliverables due to such measures undertaken by Arisetek nor be
responsible for any disputes, claims, or damages resulting from such measures
undertaken.

8.4 Utilities 

CCww disclaims any warranty or representations with regard to
the Utilities supplied from time to time in connection with the Deliverables.
Such Utilities are provided "AS IS" and with all faults and defects and are
supplied for illustration purposes and internal use only. Any use of the
Utilities by Arisetek for any development is at Arisetek's sole risk. 

Arisetek will report defects in the Utilities to CCww, who will
at its sole discretion carry out an investigation of such defects and supply any
corresponding fixes.

8.5 Performance of Services

CCww warrants that all services provided under this Agreement
shall be performed in a professional manner and with all reasonable professional
diligence and skill, in accordance with generally recognised professional and
commercial practices and standards.

8.6 Implied Warranty

The warranties in sections 8.1 to 8.5 above are CCww's only
warranties and, save as provided in this Agreement, no other warranty or
condition, express or implied, will apply, including without limitation all
other warranties, representations or undertakings relating to performance
including any warranties that might otherwise be implied, such as those of
satisfactory quality, merchantable quality, merchantability, fitness for a
particular or any purpose, or ability to achieve any particular result. 

8.7 Extended Warranty

Any provision from CCww to Arisetek for the maintenance of the
Deliverables after the period set out in Section 8.1 and 8.2 above, shall be
subject to the entry into a Maintenance Agreement between the parties as set out
in Appendix C.

9     LIMITATION OF
  LIABILITY

	9.1 	
      In no event shall CCww have any liability in contract or
      tort (including negligence) or otherwise however arising (other than for
      fraudulent misrepresentation) for any loss or corruption of data, loss of
      income, loss of opportunity, business or profits, cost of recovery or any
      special, incidental, consequential or indirect damages arising from the
      Deliverables.

	 	 
	9.2	
      Subject to Section 8.3, CCww's entire aggregate liability
      for all claims shall not exceed the amount that has been paid by
      Arisetek.

	 	 
	9.3	
      CCww's liability to Arisetek for damage to Arisetek's
      tangible property shall not exceed the amount, which it has been paid by
      Arisetek for any one incident or series of incidents arising from a common
      cause.

	 	 
	9.4	
      The foregoing shall not limit CCww's liability for death
      or personal injury caused by its negligence where the same cannot be
      excluded.

	 	 
	9.5	
      Arisetek shall inform CCww in writing of any such
      claim.



10     INTELLECTUAL
PROPERTY RIGHTS

	10.1 	
      Intellectual Property
Warranty





	©CCww2008 	Company Confidential 	Page 6 of 21 







CCww represents and warrants that it has a free and clear right
to enter into this Agreement with Arisetek and that ad a result of entering into
this Agreement and except for Essential IPR, that so far as it is aware, no
intellectual property rights of any third party have been infringed nor will be
infringed by the performance by CCww of its obligations under this Agreement or
by Arisetek’”s use of the Source Code in accordance with the terms of this
Agreement. 

10.2 Intellectual Property Ownership 

Arisetek acknowledges that the Deliverables are the
intellectual property of CCww or its licensors. No ownership right is granted to
Arisetek for any Intellectual property relating to the Deliverables including
Source Code. 

10.3 Copyright Notices 

Arisetek acknowledges that the Deliverables contain copyright
and other intellectual property legends of CCww and its licensors, and that the
Source Code is constructed so that Object Code may contain corresponding
legends. Arisetek agrees not to take any steps to alter or remove such legends
or disable the generation of such legends in any and all of the above Including
any visible to users of a Product. Arisetek further agrees that all copies of
Deliverables shall be marked with the same proprietary markings as are found in
the Deliverables as originally delivered to Arisetek. 

11     INDEMNIFICATION


Subject to the terms and conditions of this Agreement, CCww
shall indemnify Arisetek against damages awarded as a result of a breach of any
of the representations or warranties in Section 10 provided that Arisetek (i)
promptly notifies CCww and (ii) takes all such steps as CCww may reasonably
require in defending any third party claim and does not admit, settle or
compromise such claim without the prior written consent of CCww (such consent
not to be unreasonably withheld). 

In the event that the Source Code or Object Code is, in any
settlement or judgement, held to constitute an infringement and the use of the
Source Code or Object Code is prohibited, CCww shall, at its expense and option,
(a) procure for Arisetek the right to continue using the Source Code or Object
Code, (b) substitute other entities that have the same material features,
functionality and performance as the Source Code or Object Code or (c) modify
the Source Code or Object Code at its expense so that it becomes non-infringing,
provided that the modifications do not impair its originally intended use. CCww
will compensate Arisetek for lost productivity, revenue, prospects and business
due to Arisetek's inability to sell its Products as a result of this
infringement. The provisions of this Section 11 state the sole and exclusive
liability of CCww for infringement of any patent or other intellectual property
rights and is in lieu ot all warranties express, implied or statutory in regard
thereto. 

Notwithstanding the above, CCww shall not have any liability if
the alleged infringement is based upon the use of the Deliverables in
combination with other products or devices not furnished by CCww or for any-use
of any Deliverables outside the terms of this Agreement. This Indemnification
covers all Arisetek Products, which will use CCww Deliverables, as per this
Agreement. 

12     FORCE MAJEURE


Neither Party shall be liable for any breach of its obligations
or delay in performance resulting from causes beyond its reasonable control
including, but not limited to, fires, strikes (of its own or other employees),
insurrection or riots, or regulations of any civil or military authority,
interruption or delay in supplies, including in power supplies, or loss or
corruption of data. 

13     TERM AND TERMINATION


	13.1 	
      This Agreement shall become effective on the date of
      signature by all Parties hereto ("Effective Date"), and shall remain in
      effect until terminated subject to the surviving sections.

	 	 
	13.2 	
      CCww shall have the right to terminate this Agreement
      with immediate effect it Arisetek is in default of any of its obligations
      under this Agreement, and if Arisetek has failed to make good such default
      within thirty (30) business days after having received a written notice
      from CCww requiring it to do so. CCww shall furthermore have the right to
      terminate this Agreement with immediate effect if Arisetek suspends its
      payments without any cause, an order is made or a resolution is passed for
      the winding up of Arisetek or If an order is made for the appointment of
      an administrator to manage the affairs, business and property of Arisetek,
      or if such an administrator is appointed or if documents are filed with
      the





	©CCww2008 	Company Confidential 	Page 7 of 21 








		
      Court for the appointment of an administrator or if
      notice of intention to appoint an administrator is given by Arisetek or
      its directors or by a qualifying charge holder (as defined in paragraph 14
      of Schedule B1 to the Insolvency Act 1986 of England), or if a receiver is
      appointed of any of Arisetek's assets or undertaking or if circumstances
      arise which entitle the Court or a creditor to appoint a receiver or
      manager or which entitle the Court to make a winding up order or If
      Arisetek takes or suffers any similar or analogous action in consequence
      of debt or otherwise can be regarded as insolvent .

	 	 
	13.3 	
      Arisetek shall have the right to terminate this Agreement
      with immediate effect if CCww is in default of any of its obligations
      under this Agreement, and if CCww has failed to make good such default
      within thirty (30) business days after having received a written notice
      from Arisetek requiring it to do so, Arisetek shall furthermore have the
      right to terminate this Agreement with immediate effect if an order is
      made or a resolution is passed for the winding up of CCww or if an order
      is made for the appointment of an administrator to manage the affairs,
      business and property of CCww, or if such an administrator is appointed or
      if documents are filed with the Court for the appointment of an
      administrator or if notice of intention to appoint an administrator is
      given by CCww or its directors or by a qualifying charge holder (as
      defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986 of
      England), or if a receiver is appointed of any of the CCww's assets or
      undertaking or if circumstances arise which entitle the Court or a
      creditor to appoint a receiver or manager or which entitle the Court to
      make a winding up order or if the CCww takes or suffers any simiiar or
      analogous action in consequence of debt or otherwise can be regarded as
      insolvent

	 	 
	13.4 	
      Upon termination of this Agreement by CCww for
      above-listed reasons of Section 13,2, Arisetek shall immediately pay to
      CCww the remaining outstanding fees due and owing, (including those for
      the Development Licence, Manufacture Licence, Manufacture Sublicence,
      Royalties (and/or Royalty buyout), Maintenance and NRE), taking into
      account any discounts or rebates that are due and owing by CCww to
      Arisetek, and all licence rights granted to Arisetek shall immediately
      terminate. Arisetek shall in such event immediately cease all production
      and distribution of Product and cease all use of the Deliverables.
      Furthermore, Arisetek shall within 7 days after termination return or
      destroy all versions of the Deliverables and any and all documentation
      relating thereto on any media and in any form in Arisetek's possession.
      Arisetek shall give a written confirmation to CCww that all material
      related to the Deliverables including Source Code, Object Code, and
      Documentation and its operation has been returned to CCww or destroyed.
      Notwithstanding the foregoing, Products that commenced manufacture may be
      completed and sold and outstanding fees and Royalties will be paid to
      CCww. CCww will allow selling of such Products in the market, subject to
      the manufacturing sub-licence agreement.

	 	 
	13.5 	
      Upon termination of this Agreement by Arisetek whereby
      CCww is in default, Arisetek shall retain the Licence granted in this
      Agreement upon paying the remaining outstanding fees due and owing,
      (including those for the Development Licence, Manufacture Licence,
      Manufacture Sub-licence, Royalties (and/or Royalty buy-out), and
      NRE), and upon continued payment of such fees as they become due, taking
      into account any discounts or rebates that are due and owing by CCww to
      Arisetek. Additionally, CCww will undertake the transfer. from CCww to
      Arisetek, of any NRE project activities and associated payments that
      relate to this Agreement, subject to the co-operation of CCww's customer
      and Arisetek.

	 	 
	13.6 	
      Notwithstanding the termination of this Agreement for any
      reason whatsoever, Sections 1, 4, 5, 7, 9, 10, 11, 12 and 13 shall
      continue in force in accordance with their respective
  terms.



14     MISCELLANEOUS


	14.1 	
      All Parties may collectively decide to announce (i) the
      relationship created by this Agreement, (ii) the nature of Arisetek's use
      of the Deliverables and (iii) that Products are under development or to be
      manufactured provided no such announcement discloses Confidential
      Information. However, neither Party shall be entitled to disclose the
      financial terms of this Agreement. Any press releases relating to this
      Agreement shall be subject to the prior written approval of the other
      Party, which shall not be unreasonably withheid.

	 	 
	14.2 	
      Arisetek will furnish CCww as it requires with
      development boards, evaluation boards and prototype handsets for support,
      field trials and related activities. Arisetek will also furnish CCww with
      three (3) early production versions of the Products for demonstration/
      marketing purposes. CCww agrees to display Ariseteks prototypes "As-Is",
      with original Arisetek markings and branding, in all CCww demonstrations,
      promotions and marketing communications.





	©CCww2008 	Company Confidential 	Page 8 of 21 








	14.3 	
      The Deliverables and associated materials may be subject
      to export or import regulations in other countries. Arisetek agrees to
      comply with any such applicable laws and regulations.

	 	 
	14.4 	
      This Agreement shall not be assigned in whole or in part
      by either Party, without the prior written consent of the other
    Party.

	 	 
	14.5 	
      No alteration or amendment to this Agreement shall be
      valid unless such alteration or amendment is reduced to writing and signed
      by the Parties hereto.

	 	 
	14.6 	
      This Agreement shall be governed by and construed in
      accordance with the laws of England and the parties submit to the
      non-exclusive jurisdiction of the English courts.

	 	 
	14.7 	
      It is understood and agreed that CCww is an independent
      contractor and that CCww shall determine the manner and means by which its
      obligations are accomplished. Nothing herein shall be construed to create
      a joint venture, partnership, or formal business organisation of any kind.
      Neither Party shall have authority to bind the other except to the extent
      authorised herein. Neither Party shall act as an agent of the other Party
      for any purpose.

	 	 
	14.8 	
      All notices required to be sent by either Party under
      this Agreement shall be deemed given if sent by registered or certified
      mail, return receipt requested, postage prepaid (to be deemed delivered 7
      days after sending) or by courier (to be deemed delivered on delivery),
      facsimile (with confirmation of receipt) or e-mail (to be deemed delivered
      24 hours after sending) to the addresses set forth below or to such other
      address which may hereinafter be designated in
writing:



For Arisetek: 

Arise Technologies Co. Ltd. 
11 F
No.268, Beihsin Rd, 
Section 2, Hsin-Dian City, 
Taipei County 23143,

Taiwan 
Attention: Allen Liang 
Fax: +886•2•89145245 
Email:
allenl@arisetek.com.tw 

For CCww: 

Communications Consultants Worldwide
LId., Homelife House. 
26•32 Oxford Road, 
Bournemouth, 
BH8
8EZ, 
United Kingdom. 
Attention: Richard Carter 
Fax: +44 1202 318 151

Email: carter@ccww.co.uk 

	14.9 	
      If any provision (or part) of this Agreement shall be
      found by any court or administrative body of competent jurisdiction to be
      invalid or unenforceable the invalidity or unenforceability of such
      provision (or part) shall not affect the other provisions (and the
      remainder of the provision concerned) of this Agreement, which shall
      remain in full force and effect without the invalid or unenforceable
      provision or part thereof.

	 	 
	14.10 	
      Failure by either Party to insist in any instance upon
      strict conformance to any term or condition herein or failure by either
      Party to act in the event of a breach or default shall not be construed as
      a waiver of that Party's right or its right thereafter to enforce each and
      every term and condition of this Agreement.

	 	 
	14.11 	
      Except as provided in this Agreement, nothing contained
      herein shall be deemed to prevent either Party from exercising all of its
      rights in and with respect to its own products, including without
      limitation, the right to licence or sell its Products to such persons or
      entities as it may deem appropriate.

	 	 
	14.12 	
      Each Party agrees not to solicit other Party's employees
      during the period of this Agreement, and for a further period of one year
      after expiry or termination of this Agreement by either Party.

	 	 
	14.13 	
      The section and subsection headings used herein are for
      reference and convenience only, and shall not enter into the
      Interpretation hereof. The Appendices referred to herein and attached, or
      to be





	©CCww2008 	Company Confidential 	Page 9 of 21 








		
      attached hereto, are incorporated herein.

	 	 
	14.14 	
      This Agreement and the Appendices hereto contain the
      entire understanding, agreement and representations of the Parties and
      supersedes all prior agreements, discussions, representations and
      understandings relating to the subject matter hereof. In order to be
      binding, any waiver, alteration, amendment or modification of any of the
      provisions of this Agreement must be in writing and signed by all
      Parties.



IN WITNESS WHEREOF, each Party has executed this
Agreement on the date set forth below. 


	By: Richard Carter
      for CCww 	By:
      Allen Liang for Arisetek 
	Position: Managing
      Director 	Position: President 
	Date: 6-Feb 2008
    	Date:
      6 Feb 2008 
	Signature: 



        R. A. Carter (Signed) 	Signature: 



        Allen Liang (Signed) 



Appendices: The following Appendices are attached hereto and
incorporated herein: 

	
  Appendix A: Statement of Work (SoW) 

  
	
  Appendix B: Arisetek Sites 

  
	
  Appendix C: Deliverable Items, Maintenance Services 

  
	
  Appendix D: Fees 

  
	
  Appendix E: PICS 

  
	
  Appendix F: Training Course Outline 

  
	
  Appendix G: NXP Licence Restrictions 

  
	
  Appendix H: Identification of Source and Object Deliverables 





	©CCww2008 	Company Confidential 	Page 10 of 21 





15 Appendix
A 
     Statement of Work (SoW) 

This may include: 

	i. 	 	
      Training course (approx 3 days by 2 CCww engineers; see
      Appendix F)

	 	 	 
	ii. 	 	
      Assistance with integration or customisation at
      Arisetek's request



 

Both of the above are subject to payments outlined in the section
  NRE, Travel and Accommodation, 

	©CCww2008 	Company Confidential 	Page 11 of 21 





16 Appendix B
     
Arisetek Sites 

The CCww Deliverables will be located on the following
additional Arisetek site(s) with the appointed responsible Arisetek stall
member(s): 


	Arisetek Site 	Responsible Staff Member 
	Arise Technologies Co. Ltd. 
11 F No.268, Beihsin Rd,
      
Section 2, Hsin-Dian City, 
Taipei County 23143, 
Taiwan 	Allen Liang








Note 

	1. 	
      further sites may be added through agreement with CCww,
      leading to a replacement Appendix B to be signed by the Parties and
      attached to the main agreement.

	2. 	
      Each Arisetek stall member that shall be exposed to CCww
      shall sign a CCww Confidentiality Agreement in
advance.





	©CCww2008 	Company Confidential 	Page 12 of 21 







17 Appendix C 
      
Deliverable Items 

Unless otherwise stated, all items delivered under this
Agreement will be sent to the first address given in Appendix B “Arisetek
Sites'. CCww and Arisetek may agree in writing alternative delivery
locations for specific items as required. 

17.1 Protocol Software Deliverables The GSM protocol
stack deliverables are: 

	GSM L1 integration with PNX 4904, L2 and L3, comprising:
  
	Object code for L1 asynchronous, LAPDm, RR, MM, SIM i/f, SMS, CC,
  SS, REG, MN for quad-band
  
	Header code and selected source code for compilation process to create
  updated image code (see Appendix F for details)
  
	GHDI source code (General Hardware Interface) 


The GPRS protocol stack deliverables are: 

	GSM/GPRS Multi-slot Class 12 L1 integration with PNX 4904, L2 and L3,
  comprising:
  
	Object code for L1 asynchronous, MAC, RLC, LAPDm, GRR/RR, LLC,
  GMM/MM, SIM ilf, SM, GSMS, CC, SS, SNDCP, MN, and REG for quad-band
  
	Header code and selected source code for compilation process to create
  updated image code (see Appendix F for details)
  
	GHDI source code (General Hardware Interface) 


The NXP deliverables are: 

	NXP sample driver source code as required, from the following list:

  
	Application Drivers
  
	battery management
  
	camera image conversion
  
	various still camera drivers: TCM8230MD, OV7660, VS6624, VS6724
  
	Flash Drivers
  
	NAND
  
	NOR
  
	SO card
  
	FM Tuner driver
  
	LCD Display Drivers:
  
	SlD15605, S1D15606,S1D15607,S1D15608,S1D15609,S1D19111,S1D19101,wx12864ap1

  
	Input I Output /Other
  
	Aux ADC, Aux DAC, Aux Par, DMA, EMC, GEDA, GPIO, GPSR, GP timers, IRQ
  control, IRQ priorities, IRQ Ids, Keypad, PWM, RTC, SCI, SSI, UART, Watchdog
  


Other Deliverables: 

	JHAT graphical analysis and field trial tool
  
	Documentation, comprising:
  
	PICS
  
	UG/358 (jHAT User Guide)
  
	UG/103 (AT Command User Guide)
  
	CCWW/UG/365 (jHAT Engineering Screens User Guide)
  
	UG/366 (jHAT Quick Reference)
  
	INT/110 (Call Flow Examples)
  
	DES/112 (Debug Conduit Data, Data Encoding Formats) 


Notes: 

	1. 	
      If Arisetek reasonably requests additional existing
      documentation not in the above list. CCww will provide it at no
      charge





	©CCww2008 	Company Confidential 	Page 13 of 21 








	2. 	
      The protocol stack deliverables shall be provided in
      Source Code or Object code according to the tables in Appendix
  H.



17.2 Software Maintenance Service 

CCww will provide a maintenance service from initial training
on the protocol stack onward development and test phase, through manufacture to
product in-service. The service provides: 

	
  Assigned customer contact 

  
	
  Co-ordination of reviews 

  
	
  Monthly management summary 

  
	
  Hotline and email support 5 days / wk; on-site when agreed to be necessary
  

  
	
  Initial problem data gathering, investigation and advice 

  
	
  Secondary investigation and work-around (where appropriate) 

  
	
  Defect fix provision (patch and consolidated releases) 

  
	
  Updates to supplied functions based on version upeates according to changes
  to the 3G PP standard version 

  
	
  Regular upeated to consolidate patches 

  
	
  2nd line support for Arisetek's sublicensees 





	©CCww2008 	Company Confidential 	Page 14 of 21 





18 Appendis D 
     
Fees

All fees will be guaranteed by letter of credit or eqyivalent.


18.1 Licences 

The licence fees are:


	GSM 	A•
      (£K) 	B•(£K) 
	
      

Licence 

       
	60 	30 
	Image code licence per 
sublicensee 	20 
	20 




For GPRS upgrade:


	GPRS 	A•
      (£K) 	B•
      (£K) 
	

Licence 

	50 	25 
	Image code licence per 
sublicensee 	
15 	
15 



Notes

	1. 	
      The Licence above refers to a Development Licence and
      Manufacture Licence as described in sections (2.3) and (2.4)

	2. 	Sublicence fees above refer to China and Taiwan
    only

	3. 	The fees in Column A shall apply, except
that:

	4. 	The fees in column (B) shall apply if:

		
        	

	
      Arisetek purchases the GSM and GPRS upgrade development
      licence immediately

			

	
      Arisetek transfers 50,000 shares to CCww with a notional
      value of US•$1 on signature of this Agreement



Further to (4) above: 

	If Arisetek does not undertake an IPO on Nasdaq by start of June 08,
  Arisetek pays to CCww the remaining £55K of development licence fee to the
  full value in column A
  
	If, 12 months after IPO, the share value is below $5, then Arisetek shall
  pay to CCww the remaining £55K of development licence fee to the full value in
  column A
  
	Whereby, 12 months after IPO, the share value is above $5, then CCww shall
  rebate to Arisetek £55K: this payment to be either in cash or returned shares
  at CCww's discretion 


18.2 Royalty A per-unit royalty is payable for each unit
manufactured, according to the following table: 


  	  	 Production
        I Per Unit Price (£) 
	

        Cumulative volume 	0 to 

        10K 	10K to 

        500K 	500k 

        to 1M 	1M to 

        5M 	5M+ 
	GSM Rovaltv 	0.4
      	0.3
      	0.25
      	0.2
      	0.18
      
	GPRS Rovaltv 	0.6
      	0.45
      	0.325 	0.3
      	0.25
      




Notes

1      GPRS royalty includes GSM
royalty 
2      The above royalty amounts will be
negotiated between CCww and each sublicensee, and are dependent on chip source
and price. 
3      The royalty may be combined into
the chip price. 

	©CCww2008 	Company Confidential 	Page 15 of 21 





18.3 Protocol Stack Maintenance Service 

The maintenance fee is payable on a 6-monthly basis, in
advancd, on sublicence signature. There is a 10% reduction in the annual fee if
paid 12-months in advance. The fees are:


	Maintenance
      service 	(£K)
    
	Arisetek 	0
  
	Arisetek
      sublicensee 	30
    



Notes

	1 	
      The maintenance fee to Arisetek is reduced to zero, on
      the basis that Arisetek will not charge for maintenance for any hardware
      and software it provides to CCww.

	 	 
	2 	
      Maintenance is rebated through royalty payments; 20% of
      royalty fees paid to CCww by a sublicensee shall be used to refund
      maintenance payments to that sublicensee.

	 	 
	3 	
      Maintenance payments shall cease when production under
      the sublicence is terminated.



18.4 NRE, Travel and Accommodation 

The NRE rate for CCww is £105 per engineer per hour. 

Consultancy and services activities may involve travel and
accommodation that will be charged at cost as undertaken. 

18.5 Nucleus RTOS & TCP/IP 

The Nucleus RTOS and TCP/IP stack is licensed from Mentor Graphics.
  Arisetek should obtain appropriate licences from Mentor Graphics for these software
  components (i.e NucleusPLUS, NucleusNET, NucleusPPP). In order to speed up engagement.
  CCww may create a temporary evaluation licence of 4 weeks duration in order
  for Arisetek's activities to start without delay. 

	©CCww2008 	Company Confidential 	Page 16 of 21 





19 Appendix E 
     
PICS

A sample PICS is contained in a separately supplied document
entitled:

	(TBD) 




	©CCww2008 	Company Confidential 	Page 17 of 21 





20 Appendix F 
     
Training Course Outline

The training program will be tailored to provide an overview
description of the GSM/GPRS protocol stack, provide details of the 

external interfaces, and details of the debugging available.
The course will cover the following: 

	• Overview of Protocol Stack 
	• Brief description of the tasks in the stack 
	• Diagnostic Information and Display -jHat and the debug
      output 
	• AT command description 
	• Outline of interfaces required by Arisetek's integration
      tasks 
	• Onward development, compilation and download of updated
      image file 
	• SIM Description 
	• Support Process 
	• Q&A 


The above course will last 2-3 days, depending on number
  of attendees and prior experience. 

	©CCww2008 	Company Confidential 	Page 18 of 21 





21 Appendix G 
      NXP Licence
Restrictions 

1. Description of NXP Licensed Materials: 

     (a) NXP Layer 1 Materials, which
may include, Synchronous Physical Layer (SPL) object code provided as a library,
SPL header files source code, Baseband Layer (BBL) object code provided as a
library, Audio Baseband Layer (ABL) interface header file source code. 

     (b) NXP Drivers, which may
include, Platform drivers provided as an object code library and header files
source code, system drivers provided as an object code library and header files
source code, device drivers provided as source code (subject to permission by
peripheral manufacture as needed), NXP's CP2102 USB to UART PC driver (for
EVP/PC connectivity) provided as object code. 

     (c) NXP's Tools, which may
include, Lab Tools provided by CCww as object code, NVRAM editor provided as
object code, flash loader provided as object code, NVRAM contents provided as
data in XML file. 

2. NXP Licence: Pursuant to the terms and conditions set
out in this Agreement, CCww hereby grants Arisetek a world-wide,
non-transferable, non-exclusive, royalty-free, perpetual license to the above
identified NXP Licensed Materials to: 

	 	(a) 	
      use, reproduce and create derivative works of and from
      the NXP Licensed Materials for the sole purpose of modifying Products for
      compatible functionality with NXP Licensed Materials;

	 	(b) 	
      integrate and incorporate the NXP Licensed Materials
      and/or Derivative Works thereof within the Product; and,

	 	(c) 	
      demonstrate, market, promote the NXP Licensed Materials
      and Derivative Works thereof as part of the Product.

	 	(d) 	
      with respect to all NXP Licensed Materials other than
      NXP's Tools, sublicense, distribute copies of NXP Licensed Materials and
      Derivative Works thereof only as part of the licensed
  Product.





	©CCww2008 	Company Confidential 	Page 19 of 21 







22 Appendix H 
      
Identification of Source and Object Deliverables 

The following 2 tables show which of the protocol stack
deliverables shall be supplied in Source Code form. 

For GSM: 


  	Directory Path 	Optional 	Comment 	src
  
	./bin 	 
    	Build scripts 	yes
  
	./cb
      	 
    	CB Task• handles
        cell broadcast messages 	 
    
	./cm 	 
    	CM sub Task 	 
    
	./diag 	 
    	Diagnostics Task•
        handles PS debug 	yes
  
	./ds 	Yes 	DS Task and DS_ISR• Parses AT commands, handles circuit
        switched data services 	yes 
	./emmi 	Yes
	EMMI task• provides
        electrical Man•Machine Interface functionality 	yes
  
	./ghdi 
	
	

        GHDI task• provides hardware access
      functionality for any other task 	yes 

	./gsdi 	 
    	GSDI task• provides
        SIM access services to any other task 	yes
  
	./gstk 	Yes
	GSTK task• Rpovides
        Sim toolkit functionality 	 
    
	./include 	 
    	Contains common header
        files 	yes
  
	./11_gprs 	 
    	Parent directory for
        following 	yes
  
	./11_gprs/bin 	 
    	Contains Silabs baseband
        and SPL objects 	yes
  
	./11_gprs/silabs 	 
    	L1 task ans L1 ISR•
        Layer 1 code for SILABS port 	yes
  
	./11_9prs/silabs/spl 	 
    	Silabs header files,
        used by L1 task and ISR 	yes
  
	./12
      	 
    	L2 (LAPDm) Task 	 
    
	./lib 	 
    	Parent directory for
        following ... 	 
    
	./lib/libdiag 	 
    	Library of diagnostics
        related functions 	yes
  
	./lib/libendec 	 
    	Library of functions
        for OTA message decode 	 
    
	./lib/libghdi 	 
    	Access functions for
        GHDI features 	yes
  
	./lib/libgs 	 
    	Access functions for
        generic operating system interfaces 	yes
  
	./lib/libgsdi 	 
    	Access gunctions for
        GSDI features 	yes
  
	./lib/libmmi 	 
    	Library of functions
        for used by MMIIDS 	yes
  
	./lib/libprot 	 
    	General library functions
      	 
    
	./mm
      	 
    	MM task 	 
    
	./mmi 	  	Sample MMI when no AT interface, or thin MMI layer when AT
        interface present 	yes 
	./mn
      	 
    	MN sub task 	 
    
	./mncm 	 
    	Location for combined
        MN•CM task build 	 
    
	./nucleus+ 	 
    	Parent directory for
        following... 	yes
  
	./nucleus+/h 	 
    	Nucleus+ OS header
        files 	yes
  
	./nucleus+/src 	 
    	Nucleus+ OS source
        files 	yes
  
	./reg 	 
    	REG task 	 
    
	./rr
      	 
    	RR task 	 
    
	./timer 	 
    	Timer task• provides
        timer services to any other task 	yes
  
	./utils 	 
    	Additional utility
        scripts and programs 	 
    
	./apps 	Yes 	applications server task• Provides interface for applications
        which can run on the same processor as the rest of the stack 	yes 



For GPRS: 

	©CCww2008 	Company Confidential 	Page 20 of 21 







  	Directory 	Optional 	Comment 	Source
    
	./bin 	  	Build 	yes
  
	./cb
      	  	CB 	 
    
	./cm
      	  	CM 	 
    
	./diag 	  	Diagnostics 	yes
  
	./ds
      	Yes 	DS 	yes
  
	./emmi 	Yes 	EMMI 	 
    
	./ghdi 	  	GHDI 	yes
  
	./gsdi 	  	GSDI 	yes
  
	./gstk 	Yes 	GSTK 	 
    
	./include 	  	Contains 	yes
  
	./11_gprs 	  	Parent 	yes
  
	./l_9prs/bin 	  	Contains 	yes
  
	./ll_9prs/siiabs 	  	L1 	yes
  
	./ll_9prs/silabs/spl 	  	Silabs 	yes
  
	./12
      	  	L2 	 
    
	./lib 	  	Parent 	 
    
	./lib/libdiag 	  	Library 	 
    
	./lib/libendec 	  	Library 	 
    
	./lib/libghdi 	  	Access 	yes
  
	./lib/libgs 	  	Access 	yes
  
	./lib/libgsdi 	  	Access 	 
    
	./lib/libsock 	  	Library 	 
    
	./lib/libmmi 	  	Library 	 
    
	./lib/libnet 	  	Parent 	 
    
	./lib/libnet/inc 	  	Nucleus 	yes
  
	./lib/libnet/src 	  	Nucleus 	yes
  
	./lib/libprot 	  	General 	 
    
	./llc 	  	LLC 	 
    
	./mac 	  	RLC/MAC 	 
    
	./mm 	  	MM 	 
    
	./mmi 	  	Sample 	yes
  
	./mn
      	  	MN 	 
    
	./mncm 	  	Location 	 
    
	./nueleus+ 	  	Parent 	yes
  
	./nueleus+/h 	  	Nueleus+ 	yes
  
	./nucleus+/src 	  	Nucleus+ 	yes
  
	./reg 	  	REG 	 
    
	./rr
      	  	RR 	 
    
	./sm
      	  	Sesion 	 
    
	./sndcp 	  	SNDCP 	 
    
	./timer 	  	Timer 	yes
  
	./utils 	  	Additional 	 
    
	./apps 	Yes 	applications 	 
    





	©CCww2008 	Company Confidential 	Page 21 of 21 







PAGE 01/02 

	CCww 
   

	 


Communications Consultants Worldwide
Limited 
Homelife HOIlse 
26--32 Oxford Road 
Bounemouth 
BH8
8EZ
UK 
Tel: (+44)1202 318161 
Fax: (+44) 1202 318151 

FAX

To: CHIEH – HIS LIN , AGLOW 

Fax no: + 886 2 2700 3455 

From: RICHARD CARTER 

Date: 4 / 6 /2008 

Pages: 2 (including this cover sheet) 

Subject fully signed agreement follows:

 

 

Regards

RICHARD CARTER (Signed) 




PAGE 02/02

AGLOW COMMUNICATION CORPORATION LIMITED 
UNIT 511.5/F,TOWER
1. SILVERCORD, 30 CANTON ROAD, 
TSIMSHAT'SUI . KOWLOON. HONG KONG

Shenzhen Office: (T)86-755-83849448 (F)86-755-83849736 

	Protocol Stack License Transfer Agreement



This AGREEMENT is made and entered into as of this, the
20th day of May, 2008 by and among: Arise Technologies Co. Ltd., a
corporation duty incorporation and existing under the laws of Taiwan with its
principal office located at 4F. No.9. Ming-Te Rd., Hsin-Dian City,. Taipei
County, Taiwan. R.O C. 
(hereinafter as "ATC"): 

Aglow Communication Co. Ltd., a corporation duty incorporation
and existing under the laws of Hong Kong Special Administrative Region of the
People's Republic of China with its principal office located at Unit 511, 5/F
Tower 1. Silvercord, 30 Canton Road, Tsimshatsui, Kowloon Hong Kong (hereinafter
as "ACC"); and

Communications Consunants Worldwide Limited., a company under
the laws of England with its principal office located at Homellfe House 26-32
Oxford Road, Bournemouth . BH8 8EZ . United Kingdom 
(hereinafter as "CCww").


WHEREAS. on February 4th, 2008. ATC signed the
"Mobile Station Protocol Stack Software license. Maintenance and Consultancy
Agreement” (hereinafter as "Software Agreement") (see attachment) with CCww on
behalf of ACC. a founding company, under the Instruction of Arise Technologies
Inc., the mother company of ATC and ACC. ATC has paid license fees to CCww
accordingly up to the current date. 

WHEREAS. on March 17th.2008. ACC has completed the
registration procedures in Hong Kong and became a legal business entity. 

Assignment 
NOW THEREFORE, agreed by all parties, at ATC's
rights and obligations set forth in the Software Agreement will be completely
transferred to ACC immediately upon this AGREEMENT being signed by the parties.
ACC shall remit all prior payments under the Software Agreement to ATC. 

ACC will sub-contract all development work to ATC; therefore
there is no change to the site for the deliverables. 

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duty authorized representatives on the date of
its execution. 

Communications Consultants Worldwide limited 

Richard Carter
       Richard Carter
(signed)                    
                                                          
Date: 4/ 6 /2008 
Title : Managing Director 

Aglow Communlcaflon Corp. limited 

Chieh-Hsi
Lin         Chieh-Hsi Lin
(signed)                                                                                 
Date: April 1st ,2008 
Title: Director of the
Board 

Arise Technologies Co., LTD
Allen S. Liang
         Allen S. Liang
(signed)                                                                               
Date: April 1st
,2008 
     Title : General Manager 

Attachment : A copy of the Software Agreement

_______________________________________________________________________________________________