Exhibit 10.6

                          EXCLUSIVE SUPPLIER AGREEMENT

         This Exclusive Supplier Agreement (the "Agreement") is made and entered
into as of this 10th day of January, 2008 (the "Effective Date"), by and between
Power  Prepaid Phone Card  Distribution,  a California  corporation,  having its
principal place of business at 2715 E. Chapman Ave. - Suite 209,  Fullerton,  CA
92831 ("Customer"),  and StarCom Alliance, Inc. having a corporate office at 327
Plaza Real, Suite 319, Boca Raton, Florida 33432 ("Supplier"), with reference to
the following facts:

         A. Supplier is a Master  Distributor of discount prepaid calling cards,
prepaid  and  postpaid   cellular/wireless  products  and  services,  and  other
telephony related products and services--STARCOM  ALLIANCE PRODUCTS AND SERVICES
(hereinafter  "SAPS")  that  enable  users  to call  anywhere  in the  world  at
significant savings.

         B.  Customer  desires to purchase  SAPS from  Supplier on the terms and
conditions set forth herein.

         Based upon the foregoing,  and in  consideration of the mutual promises
set forth  herein,  and other good and valuable  consideration,  the receipt and
sufficiency   of  which  is   hereby   acknowledged,   Customer   and   Supplier
(collectively, the "Parties") hereby agree as follows,

         1. Term and Renewal.  Customer  and Supplier  agree that for an initial
period of one (1) year from the Effective Date of this Agreement, Customer shall
purchase  exclusively  from Supplier all SAPS  necessary for Customer to sell to
their customer base. During the term of this Agreement,  Customer agrees that it
will not purchase SAPS from any vendor,  other than  Supplier,  unless  Supplier
consents in writing to such purchase.  Upon the expiration of the original term,
this Agreement shall renew  automatically for successive renewal terms, each for
a period of one year,  unless  either  Party serves the other Party with written
notice of such  Party's  intent not to renew the  Agreement  at least sixty (60)
days prior to the expiration of the then current Term.

         2. Compensation.

                  a.  Purchase  Price.  The  purchase  price for the SAPS is set
         forth on Exhibit "A" attached hereto.

                  b. Payment  Terms.  The payment terms for SAPS is set forth on
         Exhibit "B" attached hereto.

                  c.  Additional  Compensation.   Upon  the  execution  of  this
         Agreement, Customer shall receive 100,000 shares of China Voice Holding
         Corp.  Rule  144-restricted  common  stock.  Customer  shall receive an
         additional   10,000   shares  of  China  Voice   Holding   Corp.   Rule
         144-restricted  common  stock  for each  $1,000,000  of  business  that
         Customer  provides  to  Supplier.  Shares  will be issued  to  Customer
         quarterly on collected sales receipts.




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                  d.  Restriction  on Shares.  All common  shares of China Voice
         Holding Corp.  described in this Agreement are  restricted  pursuant to
         Rule 144 of The Federal  Securities Act of 1933.  Pursuant to Rule 144,
         such shares are restricted  from sale for a period of two (2) years. If
         Supplier experiences a "change of control," then Customer has the right
         to sell its shares after a one-year holding period.

         3.  Representations  by  Customer.  Customer  agrees  that  prior to or
concurrently with the execution of this Agreement, it will provide Supplier with
a list of its current suppliers,  the respective costs paid to each supplier and
the payment terms of the supplier.  Additionally,  Customer agrees to facilitate
introductions  between Supplier and manufacturers to keep relationships  intact.
Failing to provide such information and assistance to Supplier shall be deemed a
material breach of this Agreement.

         4.  Representations  by Supplier.  Supplier agrees to provide  Customer
with the same or more  favorable  price  and  terms as the  Customer's  existing
suppliers.

         5. Market  Research  Assistance.  Customer agrees to assist Supplier in
analyzing the current calling card products and services Customer provided prior
to the  execution  of this  Agreement.  This  research is to assist  Supplier in
maintaining its position as a leader in the industry.

         6. Promotional  Assistance.  Customer agrees to use its best efforts to
promote SAPS, as well as Supplier's recommended products and services.  Customer
agrees  and  grants  Supplier  a  license  to use its  name in  press  releases,
marketing materials and website.

         7. Confidential Information.

                  a. At all  times  during  and  subsequent  to this  Agreement,
         Customer  agrees  to keep in the  strictest  confidence  and  trust the
         Supplier's Confidential Information (as defined at Section 6(c) herein)
         to which  the  Customer  has or had  access.  Customer  will not use or
         disclose  such  Company  Confidential  Information  without the written
         consent of Supplier,  except as may be necessary in the ordinary course
         of performing  its  obligations  pursuant to this  Agreement.  Customer
         shall not be required to treat as confidential any information that was
         in its  possession  or was known to Customer  prior to receipt from the
         Supplier or becomes public knowledge without Customer's fault.

                  b. Upon  termination of this Agreement,  for whatever  reason,
         Customer  shall  promptly  surrender to Supplier all of the  Supplier's
         Confidential  Information in its  possession,  custody or control,  and
         will not retain or take any of the Supplier's Confidential  Information
         in any form.

                  c.  "Confidential  Information" of the Supplier shall include,
         but not be limited to, business plans, marketing procedures,  marketing
         programs,  suppliers,  SAPS  costs  and  payment  terms,  appointments,
         assignments,  contracts,  breakdowns,  plans,  photographs,  and  trade
         secrets  protected  under the law which may not be used by Customer for
         any purpose except for performance of its obligations  pursuant to this
         Agreement.


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         8. Noncompetition. Customer agrees it will not, directly or indirectly,
during  the term of this  Agreement  engage  in any  management,  employment  or
business that is competitive with the Supplier,  including,  but not limited to,
providing the same or similar services offered by the Supplier during Customer's
relationship  with the  Supplier,  within  any  geographic  region of the United
States in which the Company offers services.

         9. Permits and Approvals.  Customer  acknowledges  that it has procured
all necessary permits, licenses,  consents, and approvals in connection with the
purchase and sale of SAPS.

         10. Warranty. Supplier does not warrant that the operation of SAPS will
be error free.  However,  Supplier  will use  reasonable  efforts to correct any
Manufacturer  defects reported by Customer in writing or by verbal  notification
to  Supplier  following  the  date  of  shipment.   THIS  PROVISION  CONSTITUTES
SUPPLIER'S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY
FOR DEFECTIVE OR  NON-CONFORMING  SOFTWARE AND IS IN LIEU OF ANY OTHER WARRANTY,
EXPRESS,  IMPLIED OR  STATUTORY  INCLUDING  THE WARRANTY OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE.

         11. Delivery and Risk of Loss.

                  a.  Date of  Delivery.  Delivery  of the SAPS  shall be deemed
         complete when Customer acknowledges receipt of the SAPS by signature at
         time of delivery. Risk of loss for, the SAPS under this Agreement shall
         pass to Customer upon delivery as defined herein.

                  b.  Security  Interest.  As  security  for the full and prompt
         payment  and  performance  when due of all  obligations  of Customer to
         Supplier  under this  Agreement,  Customer  hereby grants to Supplier a
         security interest in all SAPS supplied to Customer hereunder.  Customer
         shall  execute any notice or other  documentation  as may be reasonably
         requested by Supplier at any time in order to accomplish the intentions
         of this section. This obligation shall include an obligation to execute
         any and all  necessary  financing  statements  to perfect the  security
         interest herein granted to Supplier as well as its ownership  interest,
         if any, herein evidenced in order to perfect Supplier's interest in the
         SAPS and its rights to payment and  performance  by Customer under this
         Agreement.  Supplier  shall pay all  expenses  of filing any  necessary
         financial statements and documents with the appropriate public offices.

                  c.  Supply.  Customer  hereby  acknowledges  and  agrees  that
         Supplier  has not made  and  makes  no  representations  of any kind or
         nature  concerning  the  availability  of  Manufacturer   products  and
         services.  Supplier  shall not be deemed in breach of this Agreement or
         liable for any failure or delay in its performance under this Agreement
         if such  failure  or delay is due in whole or part to act of God,  war,
         riot, act of terrorism,  government action, fire, explosion,  accident,
         flood,   storm,   mechanical   breakdown,   failure  of  power,   civil
         disturbance,  labor  trouble,  acts or  omissions  of  Carriers,  other
         contractors, vendors or Manufacturers of SAPS or any other circumstance
         beyond the reasonable control of Supplier.


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                  d. Past Due  Payment.  Any payment  received by Supplier on or
         after the Due Date shall be subject to an interest charge on delinquent
         amounts  at the  rate of 1.50% of the  late  payment  per  month or the
         maximum lawful rate allowable under applicable state law,  whichever is
         lower.  Such  interest  charge  shall be applied on any late  payments,
         commencing upon the Past Due Date through the actual date of receipt of
         payment.  Any and all  applicable  national,  federal,  state and local
         taxes,  including,  without  limitation,  all use, sales,  value-added,
         surcharges,  excise, franchise,  property,  commercial, gross receipts,
         license, privilege or other similar taxes, levies, surcharges,  duties,
         fees, or other  tax-related  surcharges  whether  charged to or against
         SAPS or Supplier, with respect to the services or underlying facilities
         provided  by  Supplier,   as  well  as  any  other  imposition  by  any
         governmental  authority  which has the effect of increasing  Supplier's
         cost of providing the services or the underlying  facilities,  shall be
         payable by the  Customer in addition to the other  charges set forth in
         this Agreement.  If full payment is not made when due, the Supplier, in
         its sole discretion,  shall have the right, after giving written notice
         to the  Customer,  to suspend  all or any part of the  delivery of SAPS
         until  such  time as the  Customer  owing  money  has paid  all  unpaid
         balances (including interest).  Furthermore,  the Customer acknowledges
         that it may not  withhold  any sums  invoiced by the  Supplier  for any
         reason except documented shortages.

         12. Indemnification. Customer specifically agrees to indemnify and hold
Supplier  harmless  from all  liability  and costs arising from Customer and its
contractors, subcontractors, buyers and employees for consequential, incidental,
indirect or special damages, including,  without limitation, loss of anticipated
revenues or profits or damages resulting from claims brought by its contractors,
subcontractors,  buyers  and  employees  or  other  third  parties  against  the
Supplier.

         13. Cancellation and Termination.

                  a.  Breach  of  Agreement.  In the  event  that  either  Party
         breaches any provision of this Agreement, and fails to cure such breach
         within thirty (30) days after written notice from the other Party,  the
         breaching Party shall be in default.

                  b. Liability of Customer.  If Customer breaches this Agreement
         and fails to cure such  breach  during  the first 90 day  period,  then
         Customer  shall forfeit all shares of China Voice Holding Corp.  common
         stock that was  provided to Customer  pursuant to this  Agreement.  All
         shares that are earned for obtaining sales revenues  represented within
         this document shall not be forfeited.

         14. Sale or Cessation of Customer's Business; Change in Control. In the
event of a liquidation or other cessation of Customer's  business  (without sale
or  transfer of the  business),  Customer  shall give  Supplier at least one (1)
month of prior written notice of its intention to discontinue  its business.  In
the  event of a Change  of  Control,  Customer  agrees  that it will  cause  the
transferee of the business to assume Customer's obligations under this Agreement
and no such  transfer  or  assignment  shall  operate to release  Customer  from
Customer's obligations under this Agreement without the prior written consent of
Supplier in Supplier's sole and absolute discretion.


<PAGE>

For  purposes of this  Agreement,  a "Change in Control" of Supplier or Customer
means any one of the following events:

                  a.  The  acquisition,  at any  time  during  any  term of this
         Agreement,  by any person,  group, or entity of beneficial ownership of
         50% or more of the  outstanding  shares of common stock or the combined
         voting power of the Supplier's or Customer's  then  outstanding  voting
         securities entitled to vote generally in election of directors; or

                  b. All or any of the  individuals  who, as the first  business
         day following  signature of this  Agreement by all parties,  constitute
         the full  Board of  Directors  (the  "Incumbent  Board")  cease for any
         reason to  constitute  at least a majority of the Board,  provided that
         any persona  becoming a director  subsequent  to this  Agreement  whose
         election,  or nomination  for election by the  Supplier's or Customer's
         shareholders,  was  approved  by a vote of at least a  majority  of the
         directors then comprising the Incumbent Board shall be, for purposes of
         this  Agreement,  considered as though such person were a member of the
         Incumbent Board; or

                  c. Approval by the  shareholders of the Supplier's or Customer
         of (i) a reorganization, merger, or consolidation with respect to which
         persons who were the shareholders of Supplier's or Customer immediately
         prior  to such  reorganization  thereafter,  own  more  than 50% of the
         combined  voting  power  entitled to vote  generally in the election of
         directors of the  reorganized,  merged or  consolidated  Supplier's  or
         Customer's then outstanding  voting  securities;  (ii) a liquidation or
         dissolution  of  Supplier  or  Customer;  or  (iii)  the sale of all or
         substantially  all of the assets of  Supplier or  Customer,  unless the
         approved   reorganization,    merger,    consolidation,    liquidation,
         dissolution or sale is subsequently abandoned.

         Failure  to comply  with this  Section 14 shall  constitute  a material
breach of this Agreement by Customer.

         15. Assignment. Customer shall not assign this Agreement in whole or in
part without the prior written  consent of Supplier.  It shall not be considered
an "assignment" if Customer applies the Agreement to wholly owned  subsidiaries,
or, to other  ventures in which they remain the  controlling  entity,  provided,
however that the forgoing shall not release  Customer from or affect  Customer's
obligations under this Agreement.

         16. Miscellaneous.

                  a. Entire  Agreement.  This Agreement  constitutes  the entire
         agreement  between  Customer and  Supplier  with respect to the subject
         matter  hereof  and there  are no  representations,  understandings  or
         agreements which are not fully expressed in this Agreement.

                  b.  Cooperation.   The  Parties  acknowledge  and  agree  that
         successful  completion  of this  Agreement  shall  require the full and
         mutual good faith cooperation of each of the Parties.


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                  c.  Attachments  and Exhibits.  All  Attachments  and Exhibits
         annexed to this  Agreement are expressly  made a part of this Agreement
         as fully as though  completely  set forth in it. All references to this
         Agreement  shall be deemed to refer to and include this  Agreement  and
         all such Attachments and Exhibits.

                  d.  Amendments.  No amendment,  change,  waiver,  or discharge
         hereof shall be valid unless in writing and signed by the Party against
         which such  amendment,  change,  waiver,  or  discharge is sought to be
         enforced.

                  e.  Florida  Law;  Exclusive  Jurisdiction;  and  Venue.  This
         Agreement shall be governed in all respects by the laws of the State of
         Florida without regard to its conflict of laws provisions, and Customer
         and Supplier agree that the sole and exclusive  venue and  jurisdiction
         for disputes arising from this Agreement shall be the appropriate state
         or federal  court  located  within  Palm  Beach  County,  Florida,  and
         Customer and Supplier  hereby submit to the venue and  jurisdiction  of
         such courts.

                  f. Notice. Any notice provided pursuant to this Agreement,  if
         specified  to be in  writing,  shall be in writing  and shall be deemed
         given (i) if by hand delivery,  upon receipt thereof,  (ii) if by mail,
         three (3)  business  days after  deposit in the  United  States  mails,
         postage prepaid,  certified mail, return receipt requested, (iii) if by
         facsimile  transmission,  upon electronic confirmation thereof, (iv) if
         by electronic mail (e-mail),  upon electronic  confirmation  thereof or
         (v) if by next day delivery  service,  upon such delivery.  All notices
         shall be  addressed  as follows (or such other  address as either Party
         may in the future specify in writing to the other):

         In the case of Supplier:               In the case of Customer:

         Attn:  Bill Burbank, President         Attn:  Feroze Bhaijee
         StarCom Alliance, Inc.                 Power Prepaid Phone Card Dist.
         327 Plaza Real, Suite 319              2715 E. Chapman Ave. - Suite 209
         Boca Raton, FL  33432                  Fullerton, CA  92831
         Facsimile:  (561) 423-0854             Facsimile:  (714) 278-0632
         Email:  bill@starcomalliance.com       Email:  info@powerprepaid.com
                 ------------------------               ---------------------

                  g.  Waiver.  The wavier or failure of either Party to exercise
         any right in any  respect  provided  for  herein  shall not be deemed a
         waiver of any further right hereunder.

                  h.  Interpretations.  All references to "Business  Days" shall
         mean all days  excluding  Saturdays,  Sundays and legal  holidays.  All
         references to the  masculine,  feminine,  neuter or singular shall also
         refer to the masculine, feminine, neuter or plural, where applicable.

                  i.   Severability.   If  any  section,   portion,   provision,
         paragraph,  clause,  sentence,  language or word of this  Agreement  is
         determined to be invalid,  illegal, void, voidable or unenforceable for
         any reason  whatsoever,  this Agreement  shall be read as if it did not
         contain such section, portion, provision,  paragraph, clause, sentence,


<PAGE>

         language or word,  it is to that extent to be deemed  omitted,  and the
         balance of this Agreement shall remain enforceable.

                  j.  Counterparts.  This  Agreement  may be executed in several
         counterparts,  including by means of facsimile signatures, all of which
         taken  together  shall  constitute  the entire  agreement  between  the
         Parties hereto.

                  k.  Headings.   The  section  headings  used  herein  are  for
         reference   and   convenience   only  and  shall  not  enter  into  the
         interpretation hereof.

                  l. Approvals and Similar Actions.  Unless  otherwise  provided
         herein,  where  agreement,  approval,  acceptance,  consent  or similar
         action by either  Party  hereto is  required by any  provision  of this
         Agreement, such action shall not be unreasonably delayed or withheld.

                  m. Attorneys' Fees. Each Party hereto shall be responsible for
         and shall pay for their own costs and attorneys' fees.  Notwithstanding
         the  foregoing,  if either  Party  brings  any  action  or  proceeding,
         subsequent to the execution of this Agreement,  to interpret or enforce
         any  provision  hereof,  the  prevailing  Party  shall be  entitled  to
         reasonable fees and costs, including attorneys' fees.

                  n. Further Documents. Each Party agrees to perform any further
         acts and to execute and deliver any additional  documents  which may be
         reasonably necessary to effectuate the provisions of this Agreement.

         CUSTOMER:                                   SUPPLIER:

         POWER PREPAID PHONE CARD                    STARCOM ALLIANCE, INC.
         DISTRIBUTION



         By: /s/ Feroze Bhaijee                      By: /s/ Bill Burbank
             ------------------                          ----------------
         Name: Feroze Bhaijee                        Name: Bill Burbank
         Title: President                            Title: President