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EXHIBIT 4.5


DATED 11TH DAY OF JULY 2003



BETWEEN



QIAO XING UNIVERSAL TELEPHONE, INC.



And



CENTRAL GRACE TECHNOLOGIES LTD.



And



QIAO XING HOLDINGS LIMITED







FURTHER SUPPLEMENTAL AGREEMENT FOR

SALE OF THE ONE (1) ISSUED SHARE

OF QIAO XING HOLDINGS LIMITED







YUEN & PARTNERS

Solicitors

10th Floor

Chiyu Bank Building

78 Des Voeux Road Central

Hong Kong

Tel: 2815 2688

Fax: 2541 2088



Ref: 01/01/7011/01



 






 





THIS
AGREEMENT     is made the 11th day of July Two Thousand and Three.


BETWEEN:-




	1.	 	QIAO XING UNIVERSAL TELEPHONE, INC., a corporation incorporated under the
laws of the British Virgin Islands whose registered office is situated at
Columbus Centre Building, Wickhams Cay, Road Town, Tortola, British Virgin
Islands (“the Vendor”).
	 
	2.	 	CENTRAL GRACE TECHNOLOGIES LTD., a corporation incorporated under the
laws of the British Virgin Islands whose registered office is situated at
Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola,
British Virgin Islands (“the Purchaser”).
	 
	3.	 	QIAO XING HOLDINGS LIMITED, a corporation incorporated under the laws of
the British Virgin Islands whose registered office is situated at TrustNet
(British Virgin Islands) Limited, TrustNet Chambers, P.O. Box 3444, Road
Town, Tortola, British Virgin Islands (“the Company”).



WHEREAS:-




	(A)	 	The Company is a private company limited by shares incorporated under the
laws of the British Virgin Islands on 23rd day of July 1997 and has at the
date hereof an authorized share capital of US$50,000 consisting of 50,000
shares of US$1.00. One (1) share of the Company has been issued and is
fully paid up and held by the Vendor.
	 
	(B)	 	The Vendor is the beneficial and legal owner of One (1) share in the
capital of the Company.
	 
	(C)	 	The parties hereto have entered
into an agreement on 31st December
2002 for the sale by the Vendor to the Purchaser of One (1) share of
US$1.00 in the capital of the Company (“the Sale Share”) for the
consideration and on the terms and conditions as set out therein (“the
Agreement”).
	 
	(D)	 	The parties hereto have entered
into a supplemental agreement on 10th
July 2003 to amend and supplement the Agreement on the terms and
conditions as set out therein (“the Supplemental Agreement”).
	 
	(E)	 	The parties hereto have agreed to enter into a further supplemental
agreement to further supplement the Agreement and Supplemental Agreement
on the terms and conditions as set out herein.



NOW IT IS HEREBY AGREED AND DECLARED AS FOLLOWS :-




	1.	 	INTERPRETATION




	 	 	In this Further Supplemental Agreement, words and expressions shall
bear the same meaning as defined in Clause 1 of the Agreement unless the
context otherwise requires.



~Page 1~






 







	2.	 	AMENDMENT TO THE CONSIDERATION




	 	 	The consideration for the purchase of the Sale Share shall be amended to
the sum of RMB210,000,000. Adopting the exchange rate of RMB 1 =
HK$1.062, a part payment of RMB150,000,000.00, has been paid to the Vendor
and the remaining balance of RMB60,000,000.00shall be payable in full on
or before 17th July 2003.




	 	 	 	 	 
	Date	 	HK$ (if applicable)	 	RMB
	
	 	
	 	

	20/3/2003	 	
HK$10,800,000.00
	 	RMB11,469,600.00
	On or before 30/5/2003	 	 	 	RMB52,000,000.00
	On or before 03/7/2003	 	
HK$9,825,279.00
	 	RMB10,434,446.30
	On or before 14/7/2003	 	
HK$29,600,000.00
	 	RMB31,435,200.00
	On or before 14/7/2003	 	
(not applicable)
	 	RMB44,660,753.70
	On or before 17/7/2003	 	
(not applicable)
	 	RMB60,000,000.00
	 	 	 	 	

	 	 	 	 	RMB210,000,000.00
	 	 	 	 	





	3.	 	TRANSFER OF THE WIRELESS FIXED PHONE PRODUCTION TECHNOLOGY
The increase in the consideration of the Sale Share is in consideration of
the additional transfer of the Company’s Wireless Fixed Telephone
Technology as more particularly set out in Schedule herein to the
Purchaser.
	 
	4.	 	LICENCE AGREEMENT
	 
	4.1	 	Pursuant to Clause 2.2(vi) of the Agreement, the Purchaser and the
Subsidiary signed a Licence Agreement to grant to the Vendor or its
nominee the use of the Trademarks, Patents Applications and Registered
Designs at an annual royalty to be agreed by the parties.
	 
	4.2	 	The parties hereby agreed that annual royalty be agreed at an one-off
nominal payment of RMB 1.00, receipt of which is hereby acknowledged by
the Purchaser.
	 
	5.	 	PROPER LAW




	 	 	This Further Supplemental Agreement for all purposes shall be governed by
and construed in accordance with the laws of Hong Kong.




	6.	 	SEVERABILITY




	 	 	Any part of this Further Supplemental Agreement which may be held illegal,
invalid or unenforceable shall be deemed to be severed from this Further
Supplemental Agreement and does not affect the legality, validity or
enforceability of the rest of this Supplemental Agreement.



~Page 2~






 




	7.	 	FURTHER ASSURANCE




	 	 	Each party hereto shall execute and perform, or procure the execution and
performance of, such further documents and acts as may from time to time
be required to make this Further Supplemental Agreement fully and legally
effective, binding and enforceable, or to perfect the intention of the
parties hereto.




	8.	 	INDEPENDENT LEGAL ADVICE




	8.1	 	The parties hereto hereby declared and confirmed that they have taken
full and independent legal advice before the signing of this Further
Supplemental Agreement.
	 
	8.2	 	The Purchaser expressly acknowledges that Messrs. Yuen & Partners is
acting for the Vendor and the Company only. The Purchaser has been fully
advised to seek independent legal advice and to seek independent
professional advice to verify all matters set out in this Further
Supplemental Agreement.



~Page 3~






 






SCHEDULE



Wireless Fixed Telephone Technology



It is the technology developed by the Company and dubbed as WuXianTong. It is
a kind of wireless phone (mobile phone) which needs a SIM card be inserted and
be connected to the GSM network. Since the phone itself is wireless, it does
not need to be attached to the optical fibre by telephone line. The phone
itself has the same size, appearance and function as an ordinary corded phone
and is not designed for individual user to be carry around. Rather, it is
often put in a relatively fixed place, e.g. at home, in the office etc.


The technology has the advantage of saving the costs of infrastructure
expenditure in paying optical fiber. This is especially advantageous for remove
areas in the PRC. The products is well received in many province in China,
both rural and urban areas


The average wholesale price of a Wireless Fixed Phone is RMB 1,000 per unit
with the average margin of 30%.


~Page 4~






 


As witness the hands of the parties hereto the day and year first above
written.



	 	 	 	 	 
	SIGNED BY the Vendor by its director	 	 	 	)
	WU RUILIN	 	 	 	)
	(Holder of Chinese Passport	 	 	 	)
	No.P0215024) in the presence of :-	 	 	 	)
	 	 	 	 	 
	SIGNED BY the Purchaser by its director	 	 	 	)
	Jamie Lyn FU (Holder of Australian Passport	 	 	 	)
	No.L9175429) in the presence of :-	 	 	 	)
	 	 	 	 	 
	SIGNED BY the Company by its director	 	 	 	)
	Jamie Lyn FU (Holder of Australian Passport	 	 	 	)
	No.L9175429) in the presence of :-	 	 	 	)




~Page 5~