Exhibit 10.7

                                    AGREEMENT

         This  Agreement  ("Agreement")  is made and entered into as of this 6th
day of June,  2007,  in Boca Raton,  Florida by and between  China Voice Holding
Corp. with its principal office located at 327 Plaza Real, Suite 319 Boca Raton,
Florida 33432 doing business through Vastland  Holdings  (Beijing) Co. Ltd. with
its principal  office  located at 68 Bei Si Huan Xi Lu, Unit 515B Shuang Qiao Da
Sha,  Hai  Dian  District,  Beijing,  People's  Republic  of China  ("VH"),  and
InterEdge  Technologies,  LLC a Florida  Corporation whose principal  commercial
office is located at 19321-C U.S. Highway 19 North, Suite 408 Clearwater Florida
33764 ("Partner").

         WHEREAS VH operates through its  subsidiaries in the People's  Republic
of  China  ("PRC")  in  the  specialized  fields  of  Telecommunication,  Office
Automation  and Voice over IP Services,  collectively  referred to herein as the
"Services"; and

         WHEREAS Partner is a manufacturer and supplier of specialized  Internet
Telephony  telecommunications hardware and technology,  collectively referred to
herein as the "Hardware"; and

         WHEREAS  Partner  has  agreed  to be  appointed  as  VH's  supplier  of
Intelligent  Telephone  Adapters  (ITAs),  IP  Telephones  and other  peripheral
hardware  to support  IP  telecommunications  services  for  Chinese  Government
Contracts.  Furthermore,  Partner is  appointed  as VH's  exclusive  supplier of
Internet  Telephony  hardware  so long  as  Partners's  technical  requirements,
competitive pricing and the revenue sharing terms and conditions hereinafter set
forth are met.

         NOW, THEREFORE, in consideration of the representations, warranties and
promises  contained herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

         1.  Incorporation  of  Recitals.  The  foregoing  recitals  are  hereby
incorporated into this Agreement and made a part hereof.

         2. Appointment.

              (a) VH hereby  appoints  Partner as an exclusive  partner of VH to
supply  telecommunications  equipment hardware,  associated software and support
set forth in the attached Exhibit "A".

              (b) Partner hereby  acknowledges  and agrees that its  appointment
hereunder is exclusive under the conditions hereinafter set forth.

         3. Term of Appointment.  The term of Partner's  appointment  under this
Agreement  shall  commence  as of the  date  hereof  and  shall  continue  until
terminated in accordance with Section 8 below (the "Term").




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         4. Obligations of Partner. Partner shall have the following obligations
under this Agreement:

              (a)  Partner  shall  perform  all of  its  activities  under  this
Agreement in a competent,  timely and professional manner.  Partner shall comply
with all industry standards, laws, statutes, tariffs,  ordinances,  regulations,
rules and other legal  requirements  applicable  to the  Hardware  supplied  and
supported by Partner.

              (b) Partner shall hold and treat as  confidential  all information
known or  acquired  by  Partner  with  respect to VH's  arrangements  with third
parties,  contracts,  and technology  except where otherwise  permitted by VH or
required for the Partner to fulfill its obligations under this Agreement.

              (c)  Partner  shall  refrain  from  engaging  in  any   unethical,
deceptive,   misleading  or  inappropriate  conduct  in  promoting,   marketing,
offering, and soliciting orders for the Hardware.

              (d)  Partner  shall not use the  name,  trademarks,  trade  names,
service  marks,  goodwill and other  proprietary  rights of VH and/or its parent
company China Voice Holding Corp ("CHVC")  without the prior written  consent of
an authorized officer of CHVC.

              (e)  Partner  shall  deliver   hardware  in  a  timely  manner  in
accordance  with  mutually  acceptable  delivery  schedules  and  VH  Government
Contract requirements to VH designated locations.

              (f) Partner  shall  provide a sufficient  quantity of hardware for
each site or to VH designated  warehouse  location for defective or  non-working
unit replacements.  In addition,  Partner will provide  replacement units either
new or  refurbished  directly to VH customers  under VH name so that VH customer
does not experience any interruption to VH telephony services provided.  Partner
shall be fully responsible for keeping telephony equipment operational,  in good
working  order and will  provide VH  customer  with  detailed  instructions  and
support for returning defective equipment to a location within China.

              (g)  Partner  shall  provide  technical  assistance  to CA for the
integration  of hardware and software  into VH's  Candidsoft  O/A  platform.  In
addition,  Partner  shall  provide  private  labeling  to VH as well  as  device
configuration that supports true "Plug and Play" auto provisioning.

              (h) All costs  associated with the shipping  delivery of equipment
to VH designated  location shall be the  responsibility of the Partner.  Monthly
shipments shall be made to designated VH location.

         5. Eligibility for Payment.

              (a) During the Term,  Partner shall be eligible for an agreed upon
percentage  of VH  profits  to be  applied  towards  the  payment  of all of its
legitimate and  appropriate  invoices for its Hardware  provided,  installed and
made active by VH in accordance  with the prevailing  terms and conditions  that
have been mutually  agreed and are in place at the material  time. VH will serve



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as a Guarantor for the prompt and full payment at all times and under all normal
commercial circumstances.

              (b) Upon the  termination  of the Term for any  reason  other than
Partner's  breach of this  Agreement,  Partner shall  continue to be eligible to
receive payment for active Hardware during the term of VH's Government Contracts
in the revenue sharing percentages outlined in Exhibit "A".

              (c) Revenue  sharing  percentages and monthly payment as agreed is
attached herein as Exhibit "B".

         6. Independent Contractor Status.

              (a) For all purposes relating to this Agreement,  Partner shall be
deemed an independent contractor of VH, not a joint venturer,  employee or agent
of VH.  Partner shall have no authority to make any  statement,  representation,
warranty or  agreement on behalf of VH without the prior  written  consent of an
authorized  officer  of VH,  and  Partner  shall  refrain,  and cause  Partner's
employees,  representatives and agents to refrain,  from purporting to have such
authority.

              (b) Partner shall determine the means and methods by which Partner
conducts  its  business,  subject only to the express  terms of this  Agreement.
Partner shall be responsible for any employees,  representatives  or agents whom
it  elects to hire or  otherwise  retain,  and  neither  Partner  nor any of its
employees,  representatives  or agents  shall be entitled to  participate  in or
receive any rights or benefits under VH's employee benefit programs.

         7. Indemnification.  To the full extent permitted by law, Partner shall
defend,  indemnify and hold harmless VH, its affiliated  companies,  and each of
their respective shareholders,  directors, officers, employees,  representatives
and agents  from any and all  claims,  demands,  causes of action,  liabilities,
judgments,  damages,  losses,  fines,  penalties,  expenses and costs (including
reasonable  attorneys'  fees and court  costs)  arising  from or relating to any
breach of this  Agreement  by, or any other act or  omission  of,  Partner,  its
shareholders, employees, representatives and agents.

         8. Termination.

              (a) This  Agreement  is intended  to last for the  duration of the
length of time measured in calendar months that the said contracts  issued by VH
and  accepted by Partner  shall  require for  complete  fulfillment  of hardware
ordered by VH for  Government  Contracts  in PRC and for so long as equipment is
being utilized and considered "active".  This complete time frame is referred to
herein as the "Term".

              (b) VH shall  have the right to  terminate  the Term upon  written
notice to Partner upon any material  breach by Partner of any of its obligations
under this Agreement.

              (c) If Partner does not agree with any material  amendment to this
Agreement,  including  without  limitation,  any VH amendment  made  pursuant to
Section 3 or Section 8(a) above,  Partner  shall have the right to terminate the
Term  during  the  thirty  (30) days  following  VH's  notice to Partner of such



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amendment.  During  such  30-day  period,  Partner  must  give VH  notice of its
rejection of such amendment and its wish to terminate or Partner shall be deemed
to have accepted such amendment,  and this Agreement shall continue in effect as
so amended.

              (d) The  termination of the Term shall not relieve either party of
any  liabilities  previously  accrued  hereunder or any covenant,  obligation or
liability  which is to survive or be performed after such  termination.  Neither
party shall,  by reason of the  termination  of the term, be liable to the other
party  for  damages,  compensation  or  reimbursement  of any kind or  nature on
account of lost revenues,  lost profits, or prior  expenditures,  investments or
commitments made in connection herewith.

         9. Non-Competition and Non-Solicitation.

              (a)  During  the Term  and for a  period  of  twelve  (12)  months
thereafter,  neither  party  shall,  without  the prior  written  consent  of an
authorized officer of the other party, solicit, induce, offer to employ, or hire
or otherwise retain any employee of the other.

              (b)  The  parties  herein  shall  execute  a  Non-Disclosure   and
Non-Circumvention Agreement in the form as attached herein as Exhibit "C"

         10. Disclaimer of Warranties; Limitation on Liability.

              (a)  Partner  hereby  acknowledges  and  agrees  that,  except  as
expressly  set forth  herein,  VH has not made and makes no  representations  or
warranties  of any kind or nature  concerning  the  services,  and  specifically
disclaims any and all  representations  and warranties  concerning the services,
both express and implied,  including,  without  limitation,  all  warranties  of
merchantability and fitness for a particular purpose or use.

              (b)  VH  shall  not,  under  any   circumstance,   be  liable  for
consequential,  incidental,  indirect  or special  damages,  including,  without
limitation,  loss of anticipated  revenues or profits or damages  resulting from
claims brought by customers or other third parties against partner.

         11. Miscellaneous Provisions.

              (a) VH 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  suppliers  of VH,  Partner,  its
employees,  representatives  or  agents,  or any other  circumstance  beyond the
reasonable control of VH.

              (b) All notices  required or permitted by this Agreement  shall be
made in writing and delivered personally,  by overnight carrier, or by certified
mail, return receipt requested, to the recipient at its principal office address
which is set forth in the first  paragraph of this  Agreement,  or to such other
address  provided to the party providing  notice in the same manner as set forth
in this  paragraph  for notice.  A notice  delivered  personally or by overnight
carrier  shall be deemed  delivered  when  received  or the next  business  day,
whichever is earlier.  A notice sent by certified mail, return receipt requested



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shall be deemed  delivered when  deposited in the depository of the U.S.  Postal
Service.

              (c) This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Florida,  USA without  giving effect to principles
of  conflict  of  laws.  The  section  headings  contained  herein  are  for the
convenience  of the parties only,  and shall not be  considered in  interpreting
this Agreement.  The provisions of this Agreement are intended to be interpreted
and  enforced  in a manner  which  renders  them valid and  enforceable.  If any
provision of this  Agreement is found invalid or  unenforceable,  such provision
shall be deemed  excised from this Agreement  without  affecting the validity or
enforceability of the balance of this Agreement.

              (d) This  Agreement  is deemed  to have  been  made in the  United
States. All of VH's rights and remedies stated in this Agreement are in addition
to, and not in substitution  of, all other rights and remedies  available at law
or in equity.  Partner  agrees that its violation of this  Agreement  will cause
irreparable  and  substantial  damage to VH for which no adequate  remedy may be
available at law. In addition to any other right or remedy  available,  VH shall
have the right to an injunction  enjoining any violation of this  Agreement,  or
threat thereof, without need of a bond or a showing of actual damages.

              (e) No waiver of any breach of this Agreement  shall be considered
valid  unless in writing  and signed by the party  against  which such waiver is
being  asserted,  and no such waiver shall be deemed a waiver of any  subsequent
breach of the same or any other provision of this Agreement.

              (f) This Agreement may be executed in any number of  counterparts,
all of which when taken  together  shall  constitute  one and the same original.
This Agreement may be executed via facsimile, and a facsimile signature shall be
deemed an original signature for all purposes relating to this Agreement.

              (g)  Each  party  represents  that  it  is  fully  authorized  and
empowered  to enter into and perform  this  Agreement,  and that this  Agreement
constitutes a valid and binding  obligation of such party fully  enforceable  in
accordance with its terms.

              (h) This  Agreement  shall  inure to the benefit of and be binding
upon VH and its successors and assigns. The rights and benefits of Partner under
this Agreement are personal to Partner and may not be assigned or transferred to
any other  person or entity  without  the prior  written  consent of VH and such
consent will not  reasonably be withheld.  Any attempted  assignment or transfer
without such consent shall be null and void.

              (i) This  Agreement  contains the entire  agreement of the parties
and  supersedes  all  prior  representations,   negotiations,   commitments  and
agreements  between  the parties  with  respect to the  subject  matter  hereof.
Subject to the  foregoing  provisions  of this  Agreement,  no  modification  or
rescission of this Agreement  shall be deemed valid unless in writing and signed
by Partner and an authorized officer of VH.



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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
first date appearing above.

China Voice Holding Corp.                        InterEdge Technologies, LLC


By: /s/ Bill Burbank                             By: /s/ Mohsen Behnam
    -----------------------                          ---------------------------
    Bill Burbank                                      Mohsen Behnam

Title: President and CEO                         Title: Executive Vice President


Witness: /s/ John Iacovelli                      Witness: /s/ Dawn Walters
         ------------------                               ----------------------
         John Iacovelli                                   Dawn Walters














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                                    Exhibit A

Equipment: "Plug and Play" Intelligent Telephone Adapters (ITAs) or 2 line (VOIP
and  PSTN)  IP  Telephones.  Private  labeled  per  VH/Candidsoft  instructions.
Labeling  for current  contracts  will be SKY O/A logo with a model number to be
determined.

Other  hardware  items shall be added upon  request.  The cost basis and revenue
sharing   percentage   shall  be  mutually  agreed  upon  and  determined  on  a
case-by-case basis.



























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                                    Exhibit B

Partner Revenue Sharing Percentages:

Partner shall receive 60% of telephony  usage profits until Partner has received
$46.00  (cost  basis) for each  active ITA or IP  Telephone.  After  Partner has
received its cost basis, Partner shall receive 20% of telephony usage profit for
as long as the device is active under a VH contract.  After Partner has received
2 times the amount of the cost basis, title of hardware transfers to China Voice
Holding Corp. and hardware is considered paid in full.

Billing and Payment: Per existing Government agreements, VH is working with each
Government  Agency on a prepaid basis.  VH will receive payment from each agency
for completed  department  installations.  Typical Department size is as follows
and may be fully  installed  within one week:  Town  level-10 to 15 users,  City
level- 50 to 60 users,  Provincial  level- 120 to 150 users. VH will pay Partner
the revenue share  percentage of profit received for the period from 25th of the
preceding month to through the 24th of the current month.  Payments will be made
on the 1st  business of each month for this  period via wire  transfer to a Bank
within  China.  The O/A system shall track each device by MAC  address.  VH will
provide a detailed accounting of usage per MAC address to Partner via secure web
address.

Current CPAD and NAAB Contracts with initial delivery requirements:

          1)   The CPAD  contract  indicates  a total of  35,000  seats.  650 IP
               Telephones or ITAs are required to be installed in July 2007.

          a.   Revenue per seat is estimated at USD30 average per month with the
               profit at USD20

          2)   The NAAB  contract  indicates  a total of  50,000  seats.  250 IP
               Telephones or ITAs are required to be installed in July 2007.

          a.   Revenue per seat is estimated at USD30 average per month with the
               profit at USD20

          3)   The NAAB  Loan  Application  contract  indicates  a total of 5000
               commercial   business   locations  and  1200  Government   office
               locations.  The initial  installation period calls for up to 3 IP
               telephones  to be  installed  in each  location  between  July to
               November 2007.

*A complete and refined  forecast of hardware  needs will be provided  within 10
days from the execution on this  agreement.  It is the  responsibility  of VH to
provide updated equipment forecasts each month.