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Exhibit 10.5
 Framework
Agreement with Legend (Beijing) Limited dated March 14, 2003
 (Translated version)
 PURCHASE CONTRACT
(Framework Agreement)
 Purchaser:
    
    Legend (Beijing) LimitedSupplier:
    
    Beijing BHL Networks Technology Co. Ltd.Contract No.:
    
    20030325001Tenure of Contract:
    
    March 14, 2003 to March 14, 2006Place of signing Contract:
    
    BeijingDate of contract:
    
    March 14, 2003




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INDEX
 1.
    
    Definition2.
    
    Preliminary3.
    
    Consideration4.
    
    Terms on Price5.
    
    Orders6.
    
    Delivery7.
    
    Receipt and Inspection8.
    
    Payment9.
    
    Training and Services10.
    
    Packing11.
    
    Terms on Quality12.
    
    Terms of Guarantee13.
    
    Use of Trademarks14.
    
    Intellectual Property15.
    
    Confidentiality16.
    
    Rescission of Agreement17.
    
    Defense18.
    
    Force Majeure19.
    
    Breach20.
    
    General21.
    
    Jurisdiction22.
    
    Disputes23.
    
    Tenure of Agreement




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Purchase Contract Framework Agreement
   Definition
 1.1
    
    The Sale and Purchase Agreement means all the documents in writing as defined in Clause 2
of the Definition of the Agreement1.2
    
    Price means the price as agreed between both parties1.3
    
    Products means the Products specified in the Business Contract of the Sales and Purchase
Agreement and Purchase Orders, etc.1.4
    
    Services means the services specified in the Business Contract of the Sales and Purchase
Agreement and Purchase Orders, etc.1.5
    
    Business Contract means the specifications of the Products and Services including quality,
price, overall obligation of maintenance, technical criteria and various prescribed forms,
etc., for the Products. Business Contract is an integral part of the Sales and Purchase
Agreement1.6
    
    Orders means the official purchase notification given by the Purchaser in respect of the
product model, quantity, price, terms of delivery, payment terms, etc., which authorizes the
Supplier to perform delivery obligation1.7
    
    Order validation means the written acceptance of the Orders by the Supplier1.8
    
    Trademarks of the Purchaser means the trademarks (CHINESE CHARACTER) Legend , (CHINESE CHARACTOR),  , LEGEND or
any of the combinations of the latter two and the trademarks now owned, being applied for
registration or to be owned in the future by the Purchaser1.9
    
    Associated Companies of the Purchaser means the entities on which the Purchaser is capable
to exercise control directly or indirectly or which is capable to exercise control directly or
indirectly on the Purchaser, or which together with the Purchaser jointly control or
materially influence an entity, or such entity together with the Purchaser being directly or
indirectly controlled by a party, including but not limited to the Purchasers parent company,
subsidiary companies, the subsidiary together with the Purchaser being controlled by the same
parent company, the Purchasers associated companies and associated companies1.10
    
    Product Supporting Documents means the ultimate users authorization, products
specification, drawings, circuit plans, manual, marketing materials, pass certificate,
maintenance warranty and certificate and similar documentary materials
 Preliminary
 2.1
    
    The Purchase Contract means all written documents including this contract, business agreement
and related orders in force, annexure to agreements and supplements and project Contracts,
plans, notices on modifications, etc.2.2
    
    The Business Contract, orders in force and supplemental contracts, related amendments made
pursuant to the Agreement, form integral parts of the Agreement and shall have same binding
effect as of the Agreement.2.3
    
    Terms in the Agreement is applicable to the Business Contract, orders in force and




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supplemental contracts, related amendments made pursuant to the Agreement, and in the
event of any inconsistency between the Agreement and the Business Contract, the terms of
the Business Contract shall prevail and subsequent documents entered into as
modifications, substitution, elaboration of the Agreement, supplements or definitions
shall not be treated as inconsistency.
 Consideration
  Terms on Price
 4.1
    
    The Supplier shall supply the Products and services according to the agreed terms of price.4.2
    
    Competitive pricing:If the Supplier supplies the same Products and
Services to Products parties in the same period of time and under
similar contract terms, the Supplier shall forthwith notify the
Purchaser in writing.4.3
    
    Quotation: The Supplier warrants that the quotations
given to the Purchaser shall be the best
prices. When sale volume increases
significantly, the Purchaser shall have the
right to request the Supplier to adjust the
prices accordingly. The Supplier shall
quote prices of the Products and Services to
the Purchaser honestly and shall not
dishonestly quote a lower price to its
research and development department and
quote a higher price to its purchasing
department.
 Orders
 5.1
    
    Contract of orders: The Supplier shall in writing Contract to Purchasers orders at the
Purchasers requirements. Contract signed by the authorized representative of the Supplier
with the same stamp of the Supplier as stamped on this Agreement or stamped or with its
specific stamp for contracts and communicated to the Purchaser by Fax shall be accepted. The
Supplier shall fully perform its obligations in price, delivery time, quantity, destination,
etc. as it confirms in the order.5.2
    
    The Purchaser has the right to treat the order having been confirmed by the Supplier if the
Supplier does not deliver its written accepted Contract of order to the Purchaser within the
time limit to confirm the order as specified by the Purchaser.5.3
    
    Termination of orders: For the reasons of change of market conditions or because of
unforeseen circumstances which lead to the change of the Purchasers demand for the Products
and Services, the Purchaser has the right to terminate the order and as a result of the
termination, the Purchaser shall bear the responsibility to compensate the damage and loss
suffered by Supplier. However, the Supplier shall, on the day of its receipt of the notice
from the Purchaser to terminate the order, take immediate and effective measures (including
but not limited to halt the manufacturing the Products, notify related factories to stop
supplying raw materials for the Products, disposal of the manufactured Products to other
parties at market price, etc.) in order to minimize the damage. The Purchaser shall not be
responsible to compensate the Supplier for its damage if the Supplier has not taken effective
measures to minimize the damage. Related matters shall be settled by negotiation of both
parties.




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Delivery
 6.1
    
    Service of Delivery: Delivery of Products means the transportation of the Products by the
Supplier in accordance with the terms of the effective order to the specified destination, the
Supplier clears all procedures with the Purchasers designated recipient and provides
certificates and informational materials of the Products and bears all related expenses. With
prior notification to the Supplier, the Purchaser has the right to cancel or change the
delivery date, delivery destination and recipient in the orders, which notification shall be
given by a relevant supplemental contract to be agreed by the parties.6.2
    
    The Supplier shall notify the Purchaser prior to delivery of details of the delivery.6.3
    
    The Supplier shall fully perform its obligations of delivery as specified in the effective
orders and honor deliveries timely. When the Purchaser requested for early delivery, the
Supplier shall take all necessary measures to perform the delivery obligation and in the event
that it is unable to fulfill the Purchasers request for early delivery, it shall notify the
Purchaser in writing of the earliest time and quantity of delivery.6.4
    
    Inventory: The Supplier shall maintain appropriate inventory in order to satisfy the
Purchasers requirements.6.5
    
    Unless at the request and with the consent in writing of the Purchaser, the Supplier shall
not procure early delivery otherwise the delivery shall be treated as the delivery not made in
accordance with the time as specified for delivery and the Purchaser has the following
options:6.5.1
    
    Rejection of the delivery6.5.2
    
    If the Purchaser has accepted early delivery, the Supplier shall bear expenses on storage
incurred by the Purchaser for the period after the delivery until the time of delivery
specified in the contracts.
 Receipt and Inspection
    Payment




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Training and Services
 9.1
    
    Training:In order to help the Purchaser to provide satisfactory
Services to its customers, the Supplier shall undertake to provide
free of charge to the relevant personnel of the Purchaser with
technical training and support which are of absolute necessity until
the personnel of the Purchaser has acquired the related technique
prior to, during or after the sale of the contracted Products.9.2
    
    Maintenance period:The Supplier shall undertake within the warranty
period to provide free of charge maintenance services to the
contracted Products.9.3
    
    Services after the maintenance service: Upon expiry of the
maintenance period, the
Supplier shall in
accordance with the terms
of the Business Contract
/ order, provide
maintenance services or
designate a contractor to
provide such services and
the Supplier shall only
charge reasonable fees
for materials and labor.
When the contractor or
the Purchaser has to
proceed for the services,
the Supplier shall
provide with the
designated contractor or
the Purchaser the
necessary materials,
spare parts and technical
support in order to
ensure the contractor or
the Purchaser being able
to provide such services
and when the contractor
is carrying out the
Services, the Supplier
shall provide relevant
certification to ensure
the contractor being able
to carrying out the
services. If the
contractor is not capable
to provide the services,
the Supplier shall
indemnify the Purchaser
for the loss suffered by
the Purchaser.
 Packing
   Terms on Quality




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Terms of Guarantee
  (1)
    
    The Supplier has the rights of ownership and use of the Products it supplied to the Purchaser
free from demand, encumbrances or other action or threats against the Purchaser which would
affect the rights of the Purchaser on the Products.(2)
    
    Execution by the Supplier of the Agreement will not breach any of the conditions,
obligations, law, regulations or orders in respect of any related contracts.(3)
    
    There is no defect in the Products design (other than written designs not entirely based on
the technical criteria of the Supplier supplied by the Purchaser), materials and manufacturing
techniques and the warranties under this Agreement, technical standard and criteria
requirements are fulfilled and the product in use is safe under such requirement.(4)
    
    The Products are able to process, provide, receive and display date data correctly and shall
be capable to exchange date data correctly with all other Products.(5)
    
    The Products are brand new without spare parts which are used or repaired and they are
imported normally.(6)
    
    The Products do not infringe intellectual property rights of Products parties.(7)
    
    The storage time limit of the Products delivered to the Purchaser has not expired.(8)
    
    The Supplier shall abide by the Terms on price and shall not quote prices fraudulently.(9)
    
    The Supplier shall abide by other agreed terms of standards.
 Use of Trademarks
    Intellectual Property




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Confidentiality
      Rescission of Agreement
  (1)
    
    The Supplier delays in performing its obligations under the Agreement resulting incapability
of carrying out the Agreement by the Purchaser, or the Supplier delays in performing its
obligations under the Agreement within 10 days despite the Purchaser had urged the Supplier to
perform its obligations.(2)
    
    The court has accepted hearing of bankruptcy pursuant to the application of the Supplier or
petition by other parties.(3)
    
    The Suppliers operating condition becomes seriously deteriorated.(4)
    
    The Supplier committed acts of distracting assets, taking away of funds and evading payments
of debts.(5)
    
    The Supplier has lost its business reputation.




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Defense
   Force Majeure
  Breach




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General




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Jurisdiction
  Disputes
  Tenure of Agreement
  Purchaser:
    
    Legend (Beijing) Limited(With Company contract stamp)Authorized representative:
    
    /signed/Registered address:
    
    No. 6, Chuang Ye Road, Xinxi Zhuan Ye Ji
Di, Haidan District, Beijing, ChinaDate:
    
    March 14, 2003Supplier:
    
    Beijing BHL Networks Technology Co. Limited(With Company contract stamp)Authorized
representative:
    
    /signed/Registered address:
    
    Room 214-216, Tai Li Min Yuan Office Building,
No. 1, Wai Guan Xie Street, Chaoyang District,
Beijing, 100011, ChinaDate:
    
    March 14, 2003