Exhibit
4.55

    


    EXCLUSIVE
TECHNICAL AND CONSULTING SERVICES AGREEMENT

    


    This
Exclusive Technical Consulting and Services Agreement (the "Agreement") is
entered into as of June 29, 2009, between the following two parties (“the
Parties”).

    


    PARTY A: Simlife (Beijing)
Science Co., Ltd.

    Address: Rm.416 No.18, West
Ring South Road, Beijing Economic and Technology Development Zone,
Beijing

    PARTY B: Xiamen Xinreli
Scientific and Technology Co, Ltd.

    Address: 14A, No.2. Lianqian
West Road, Siming District.

    


    WHEREAS,

    1. Party
A , a wholly foreign−owned enterprise registered in People's Republic of China
under the laws of PRC, with the resources of consulting and
services.

    2. Party
B, a wholly domestic invested limited liability company registered in
PRC.

    3. Party
A agrees to be the provider of technical and consulting services to Party B, and
Party B hereby agrees to accept such technical and consulting
services.

    


    WHEREAS,
Party A and Party B, through friendly negotiation and based on the equality and
mutual benefit, enter into the Agreement as follows:

    


    1.
TECHNICAL CONSULTING AND SERVICES; OWNERSHIP AND EXCLUSIVE
INTERESTS

    


    
      
        	
                1.1

              	
                During
      the term of this Agreement, Party A agrees to provide the relevant
      technical consulting and services to Party B (the content is specified in
      Appendix 1) in accordance with the
Agreement.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                1.2 

              	
                Party
      B hereby agrees to accept such technical and consulting services during
      the term of the Agreement. With the consideration of the value of the
      consulting and services provided by Party A and the friendly cooperative
      relationship between the Parties, Party B further agrees that, during the
      term of this Agreement, it shall not utilize any third party to provide
      such technical and consulting services for such above−mentioned business
      without the prior written consent of Party
A.

              


      

    

    
      
        	
                1.3 

              	
                Party
      A shall be the sole and exclusive owner of all rights, title, interests
      and intellectual property rights arising from the performance of this
      Agreement, including, (but not limited to, any copyrights, patent,
      know−how, commercial secrets and otherwise), whether developed by Party A
      or Party B based on Party A's intellectual property. Party B shall not
      entitled to claim any rights, ownerships, benefits, and intellectual
      property rights to Party A..

              


      

    

    Provided
that the aforesaid development is based on Party B’s intellectual property,
Party B shall warranty hereby that there is no defect on such intellectual
property. Party B shall indemnity Party A from any and all losses that may arise
out of such defect. If any damages asserted against Party A by a third party
caused by Party B’s violation of the above warranty, Party A shall be entitled
to clam such above damages to Party B after it compensating to the third
party.

    
      
        	
                1.4 

              	
                With
      the consideration of the friendly cooperative relationship between the
      Parties, Party B covenant that Party A have the priority on cooperation
      with Party B in the same condition in case Party B is going to cooperate
      with other enterprises in respect of any
  business.

              


      

    

    


    2.
CALCULATION AND PAYMENT OF THE FEE FOR TECHNICAL AND CONSULTING SERVICES (THE
"FEE")

    
      
        	
                2.1

              	
                The
      calculate method of service fees under this Agreement shall be negotiated
      between the Parties based on the actual conditions and shall be entered
      into a separate Appendix.

              


      

    

    
      
        	
                2.2

              	
                If
      Party B fails to pay the service fees and other payable fees, Party B
      shall pay the overdue fines which shall be calculated on a daily basis at
      0.05percent of the amount owned by Party
A.

              


      

    

    
      
        	
                2.3 

              	
                Party
      A shall be entitled to assign its employee or Certified Public Accountant
      from China or other country(“the authorized representative”)at its own
      cost to audit the Party B’s account to examine the calculate method and
      amount of the service fees. Therefore Party B shall provide the authorized
      representative the documents, account books, records, data at the request
      of the authorized representative. The amount of services fees shall be
      determined by the authorized representative unless such amount is
      materially inaccurate.

              


      

    

    
      
        	
                2.4 

              	
                Unless
      consensus is reached, the service fees which Party B shall pay to Party A
      shall not be deducted in any ways ( such as bank
  charges).

              


      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      
        	
                2.5 

              	
                Furthermore,
      Party B shall pay actual expenses arouse out of the consulting and
      services provided by Party A under this Agreement except for the service
      fees, including but not limited to travel charges, transportation costs,
      printing expenses, and postage, and so
on.

              


      

    

    
      
        	
                2.6

              	
                The
      parties agree that all the economical losses caused by performing this
      Agreement shall be borne by Party
B.

              


      

    

    


    3.
REPRESENTATIONS AND WARRANTIES

    
      	
              3.1

            	
              Party
      A hereby represents and warrants as
follows:

            


    

    
      3.1.1
Party A is a company duly registered and validly existing under the laws of the
PRC;

    

    
      3.1.2
Party A has full right, power, authority and capacity and all consents and
approvals of any other third party and government necessary to execute and
perform this Agreement, which shall not be against any enforceable and effective
laws or contracts;

    

    
      
        	
              	
                3.1.3 

              	
                The
      Agreement will constitute a legal, valid and binding agreement of Party A
      enforceable against it in accordance with its terms upon its
      execution.

              


      

    

    
      	
              3.2

            	
              Party
      B hereby represents and warrants as
follows:

            


    

    
      	
            	
              3.2.1 

            	
              Party
      B is a company duly registered and validly existing under the laws of the
      PRC.

            


    

    
      
        	
              	
                3.2.2 

              	
                Party
      B has full right, power, authority and capacity and all consents and
      approvals of any other third party and government necessary to execute and
      perform this Agreement, which shall not be against any enforceable and
      effective laws or contracts.

              


      

    

    
      
        	
              	
                3.2.3 

              	
                Once
      the Agreement has been duly executed by both parties, it will constitute a
      legal, valid and binding agreement of Party B enforceable against it in
      accordance with its terms upon its
execution.

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.
CONFIDENTIALITY


    
      
        	
                4.1 

              	
                Each
      Party agrees to use all reasonable means to protect and maintain the
      confidentiality of the other party’s confidential data and information
      acknowledged or received from the other party (collectively the
      "Confidential Information". The disclosing party shall inform the
      confidentiality of such disclosed information to the receiving party, by
      issuing a written notice, as of the date providing such information).
      Party B shall not disclose or transfer any Confidential Information to any
      third party without Party A's prior written consent. (including the
      receiving party be merged, controlled directly or indirectly by the third
      party). Upon termination or expiration of this Agreement, each party
      shall, return all and any documents, information or software contained any
      of such Confidential Information to the owner or the provider of such
      information or destroy it, delete all of such Confidential Information
      from any memory devices, with the consent of the above owner and provider,
      and cease to use them. Party B shall take necessary measures to keep the
      Confidential Information to the employees, agents or professional
      consultants of Party B who are necessary to get to know such Information
      and procure them to observe the confidential obligations hereunder. Party
      A and Party B, the employees of Party B, agency, or consultant shall sign
      specific non-disclosure agreement to act in accordance
    with.

              


      

    

    
      	
              4.2

            	
              The
      limitation stipulated in Section 4.1 shall not apply
  to:

            


    

    
      
        	
              	
                4.2.1 

              	
                The
      materials available to the public at the time of
    disclosure;

              


      

    

    
      
        	
              	
                4.2.2 

              	
                The
      materials that become available to the public after the disclosure without
      fault of the disclosing
party;

              


      

    

    
      
        	
              	
                4.2.3 

              	
                The
      materials the disclosing party prove to have got the control neither
      directly nor indirectly from any other party before the
      disclosure;

              


      

    

    
      
        	
              	
                4.2.4 

              	
                The
      information that each Party is required by law to disclose to relevant
      government authorities, stock exchange institute, or that is necessary to
      disclose the above confidential information directly to the legal
      counselor and financial consultant in order to keep its usual
      business.

              


      

    

    
      
        	
                4.3

              	
                Both
      Parties agree that this article shall survive the modification,
      elimination or termination of this
Agreement.

              


      

    

    


    5.
INDEMNITY

    
      
        	
                5.1

              	
                Unless
      otherwise provided by this Agreement, it shall be deemed a breach, if each
      party fails to perform all or suspends performing its obligations under
      this Agreement, and does not remedy the breach within thirty (30) days
      from receipt of a notice by the other party of redressing such breach, or
      its presentation or warranty is untrue and
  unaccuracy.

              


      

    

    
      
        	
                5.2

              	
                If
      a party fails to perform any of its obligations or breach any
      representation and warranty under this Agreement, the non-breaching Party
      is entitled to request the Party in breach, by issuing a written notice,
      to redress the breach within ten(10)days upon receiving such notice, and
      take appropriote measures to prevent the aggravation of the loss timely
      and continue to perform this Agreement. The Party in breach shall
      compensate to the non-breaching party, the damages to be paid shall be
      equivalent to the losses caused by the breach of contract, including the
      interests receivable by the other party had the contract been
      performed.

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      
        	
                5.3

              	
                If
      either party breaches this Agreement, which causes the other party bear
      any expenses, liabilities or suffer any losses (including but not limited
      to the profit losses of the Company), the default party shall compensate
      the abiding party with respect to such expenses, liability or losses
      (including but not limited to the interests lost or paid due to the breach
      and attorney fees). The amount of the compensation shall equal the losses
      due to the breach. The compensation includes the receivable interests by
      the abiding party from performance of this Agreement, but shall not exceed
      reasonable expectations of the
Parties.

              


      

    

    
      
        	
                5.4

              	
                If
      Party B utilizes Party A’s Intellectual Property rights inconsistence with
      Party A’s instruction or in any inappropriate ways or any wrong
      operations, Party B shall be liable for all the compensations claimed by
      anyone caused by the above misuse. If Party B find anyone use Party A’s
      Intellectual Property right without legally authorization, it shall
      promptly inform Party A and provide association to any actions took by
      Party A.

              


      

    

    
      	
              5.5

            	
              If
      both parties breach the Agreement, each party shall bear its corresponding
      liability.

            


    

    


    6.
EFFECTIVE DATE AND TERM

    
      
        	
                6.1

              	
                This
      Agreement shall be executed and come into effect as of the date first set
      forth above.

              


      

    

    
      
        	
                6.2

              	
                This
      Agreement will take effect upon execution by duly authorized
      representatives of all parties and the term of this Agreement will last
      for a period of ten (10) years from the Effective Date unless earlier
      terminated by Party A. Prior to the termination of this agreement. Upon
      the request of Party A, the term of this Agreement shall be renewed, or
      separate Business Operation Agreement shall be entered into by the Parties
      at the request of Party A.

              


      

    

    


    7.
TERMINATION

    
      
        	
                7.1

              	
                During
      the term of this Agreement, if Party B terminates this Agreement without
      any cause, it shall indemnify the other party any and all losses that may
      arouse out of such termination and pay the relevant fees for the services
      provided.

              


      

    

    
      
        	
                7.2

              	
                This
      Agreement may be terminated when agreement on its dissolution has been
      reached by the parties through
consultation.

              


      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    8.
SETTLEMENT OF DISPUTES

    


    
      
        	
                8.1

              	
                The
      parties shall strive to settle any dispute arising from the interpretation
      or performance in connection with this Agreement through friendly
      consultation. In case no settlement can be reached through consultation,
      each party can submit such matter to China International Economic and
      Trade Arbitration Commission (the "CIETAC"). The arbitration shall follow
      the current rules of CIETAC, and the arbitration proceedings shall be
      conducted in Chinese and shall take place in Beijing. The arbitration
      award shall be final and binding upon Both Parties. This article shall not
      be influenced by the termination or elimination of this
      Agreement.

              


      

    

    
      
        	
                8.2

              	
                Each
      Party shall continue to perform its obligations in good faith according to
      the provisions of this Agreement except for the matters in
      dispute.

              


      

    

    


    9.
FORCE MAJEURE

    
      
        	
                9.1

              	
                Force
      Majeure, which includes but is not limited to, acts of governments, acts
      of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning,
      war, means any event that is beyond the party's reasonable control and
      cannot be prevented with reasonable care. However, any shortage of credit,
      capital or finance shall not be regarded as an event of Force Majeure. The
      affected party who is claiming to be not liable to its failure of
      fulfilling this Agreement by Force Majeure shall inform the other party,
      without delay, of the approaches of the performance of this Agreement by
      the affected party.

              


      

    

    
      
        	
                9.2

              	
                In
      the event that the affected party is delayed in or prevented from
      performing its obligations under this Agreement by Force Majeure, only
      within the scope of such delay or prevention, the affected party will not
      be responsible for any damage by reason of such a failure or delay of
      performance. The affected party shall take appropriate means to minimize
      or remove the effects of Force Majeure and attempt to resume performance
      of the obligations delayed or prevented by the event of Force Majeure.
      After the event of Force Majeure is removed, both parties agree to resume
      performance of this Agreement with their best
  efforts.

              


      

    

    


    10.
NOTICES

    Notices
or other communications required to be given by any party pursuant to this
Agreement shall be written in English and Chinese and shall be deemed to be duly
given when it is delivered personally or sent by registered or mail or postage
prepaid mail or by a recognized courier service or by facsimile transmission to
the address of the relevant party or parties set forth below:


    
      
         


      

      
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    PARTY A:
Simlife (Beijing) Science Co., Ltd.

    Address:
Rm.416 No.18, West Ring South Road, Beijing Economic and Technology Development
Zone, Beijing

    Tax:85894836

    Tel:85805125

    Addressee:Chen
JunHong

    


    PARTY B:
Xiamen Xinreli Scientific and Technology Co, Ltd.

    Address:14A,
No.2. Lianqian West Road, Siming Distric.

    Tax:
86-592-5161130

    Tel:
86-592-5161157

    Addressee:
Chen JunHong

    


    11.
ASSIGNMENT

    Party B
shall not assign its rights or obligations under this Agreement to any third
party without the prior written consent of Party A. Party A shall transfer its
rights or obligations under this Agreement to any third party without the
consent of Party B, but shall inform Party B of the above
assignment.

    


    12.
SEVERABILITY

    
      The
Parties hereby agree that this fair and equitable agreement is executed on the
basis of equality and mutual benefit. Any provision of this Agreement that is
invalid or unenforceable because of any inconsistency with relevant law shall be
ineffective or unenforceable within such jurisdiction where the relevant law
governs, without affecting in any way the remaining provisions
hereof.

    

    


    13.
AMENDMENT AND SUPPLEMENT

    Any
amendment and supplement of this Agreement shall come into force only after a
written agreement is signed by both parties. The amendment and supplement duly
executed by both parties shall be part of this Agreement and shall have the same
legal effect as this Agreement.


    
      
         


      

      
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    14.
GOVERNING LAW

    The
execution, validity, performance and interpretation of this Agreement shall be
governed by and construed in accordance with the laws of PRC.

    


    IN
WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed on their behalf by a duly authorized
representative as of the Effective Date first written
above.


    
      
         


      

      
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     [No
text on this page. Only for signature]

    


    PARTY A: Simlife (Beijing)
Science Co., Ltd.

    (Seal)

    


    PARTY B: Xiamen Xinreli
Scientific and Technology Co, Ltd.

    (Seal)


    
      
         


      

      
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    APPENDIX
1: THE LIST OF TECHNICAL AND CONSULTING SERVICES

    
      	
              a)

            	
              to
      maintain website and machine room;

            


    

    
      	
              b)

            	
              to
      provide and maintain network conditions in the
  offices;

            


    

    
      	
              c)

            	
              to
      security the entire network;

            


    

    
      	
              d)

            	
              to
      design and implement the integral architecture of network, including
      installing the sever system, providing 7×24 daily
    maintenance;

            


    

    
      	
              e)

            	
              to
      develop and test the new products;

            


    

    
      	
              f)

            	
              to
      provide the marketing strategy plan on the new
  products;

            


    

    
      	
              g)

            	
              to
      design, create, update and maintain the
webpage;

            


    

    
      	
              h)

            	
              to
      protect the customer services
platform;

            


    

    
      	
              i)

            	
              to
      train the employees;

            


    

    
      	
              j)

            	
              to
      supply marketing research and
analysis;

            


    

    
      	
              k)

            	
              to
      provide public relationship
services.

            


    


    
      
         


      

      
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