PROFESSIONAL
SERVICES AGREEMENT

    


    This Professional Services Agreement
(the “Agreement”)
is entered into effective as of October 28, 2009, by and between ZST Digital
Networks, Inc. (the “Company”)
and Practical Worldwide Limited (the “Service
Provider”).

    


    WHEREAS, Service Provider has
significant experience in providing business development services;
and

    


    WHEREAS, the Company desires to retain
Service Provider as an independent contractor to perform certain professional
services for the Company, and Service Provider is willing to perform such
services, on the terms set forth below.

    


    NOW, THEREFORE, in consideration of the
promises and mutual covenants contained herein, Service Provider and the Company
agree as follows:

    


    1.           Term of
Agreement.  The term of this Agreement (the “Term”)
will begin on as of the date first written above, and shall continue until the
twenty-four (24) month anniversary of the date first written above (the “Expiration
Date”), unless terminated in accordance with section 11
herein.

    


    2.           Services and
Compensation.

    


    (a)             During
the Term, Service Provider agrees to perform for the Company the professional
services (the “Services”),
which include, but are not limited to:

    


    
      	
               
      

            	
              ·

            	
              Assist
      the Company in preparing and implementing business development plans and
      strategies;

            


    

    
      	
               
      

            	
              ·

            	
              Identify
      certain persons and entities with whom the Company might enter into
      strategic and business relationships(the
      “Identified Parties”); and

            


    

    
      	
               
      

            	
              ·

            	
              Assist
      the Company with entering into strategic agreements with the Identified
      Parties.

            


    

    


    Service
Provider shall provide sufficient time and commitment to perform the Services in
an effective manner to the Company’s satisfaction.

    


    (b)             The
Company shall pay Service Provider Seven Hundred Fifty Thousand Dollars
(US$750,000) as compensation for its services under this Agreement to be paid
upon entering this Agreement.

    


    (c)              The
Company and the Service Provider intend and acknowledge that this
Agreement  is made in full compliance with the regulatory laws of the
People’s Republic of China, Hong Kong and the United States, including, but not
limited to, any provision of the U.S. Foreign Corrupt Practices Act of 1977, as
amended, and the rules and regulations thereunder (the “Regulatory
Laws”) and Service Provider shall take all necessary steps and measures
to ensure that all actions taken by Service Provider  do not violate
any of such laws.  Furthermore, the Service Provider, directly or
indirectly, while acting further to this Agreement, shall not (i) use any
corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity or to influence official action,
(ii) make any unlawful payment to any foreign or domestic government official or
employee or to any foreign or domestic political party or campaign from
corporate funds, or (iii) make any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment.


    
      
         


      

      
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    3.           Independent
Contractor.  Service Provider enters into this Agreement as,
and will remain while this Agreement is in effect, an independent
contractor.  Service Provider agrees that it is not and will not
become, and that it will not take any action that may result in becoming, an
employee, joint venturer, or partner of the Company while this Agreement is in
effect.  Service Provider recognizes that it is the express intention
of the parties to this Agreement that it will work as an independent contractor,
and not an employee, joint venturer, or partner of the
Company.  Nothing in this Agreement shall be interpreted or construed
as creating or establishing an employment relationship between the Company and
Service Provider.

    


    4.           No
Authority.  Service Provider acknowledges that it will have no
authority to act on or enter into any contract or understanding, incur any
liability or make any representation on behalf of the Company.

    


    5.         Taxes and Statutory
Obligations.  Service Provider acknowledges that it is solely
responsible for all taxes, withholdings, and other similar statutory obligations
in relation to compensation received pursuant to this Agreement.

    


    6.           Termination of
Agreement.  Notwithstanding any other provision of this
Agreement, the Company may terminate the Term and this Agreement at any time for
any reason, with or without cause, by giving sixty (60) days’ written notice of
termination to the Service Provider.  Termination of this Agreement
will not affect the obligations of either party arising out of events or
circumstances occurring prior to such termination.   Furthermore,
all applicable provisions, including, without limitation, the waiver of the
right to trial by jury provision and the confidentiality and non-disclosure
provisions shall survive indefinitely, or to the fullest extent permitted under
applicable law, regardless of any such termination.

    


    7.           Successors and
Assigns.  This Agreement shall benefit only the Company, its
successors and any permitted assigns and Service Provider, Service Provider’s
successors and any permitted assigns.  This Agreement shall not be
assignable (by law or otherwise) by either party without the express written
consent of the other party.

    


    8.           Notice.  Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given upon personal delivery
to the party to be notified or one (1) business day after being sent by
overnight mail via a recognized overnight delivery service, postage prepaid or
three (3) business days following deposit with the United States Post Office, by
registered or certified mail, postage prepaid and, in each case addressed to the
party to be notified at the address indicated for such party on the signature
page hereof, or at such other address as such party may designate by ten (10)
days’ advance written notice to the other parties.


    
      
         


      

      
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    9.           Applicable Law;
Severability.  The Company and Service Provider agree that any
dispute in the meaning, effect or validity of this Agreement shall be resolved
in accordance with the laws of the State of Delaware without regard to the
conflict of laws provisions thereof.  The Company and Service Provider
further agree that if one or more provisions of this Agreement are held to be
illegal or unenforceable under applicable law, such illegal or unenforceable
portion(s) shall be limited or excluded from this Agreement to the minimum
extent required so that this Agreement shall otherwise remain in full force and
effect and enforceable with its terms.

    


    10.           Entire
Agreement.  This Agreement and its exhibits contain the entire
understanding and agreement of the Company and Service Provider regarding its
subject matter, superseding any and all previous understandings, contracts and
agreements, whether written or oral.  Service Provider and the Company
acknowledge that no representations, inducement, promises, or agreements, orally
or otherwise, have been made by any party, or anyone acting on behalf of any
party, which are not contained in this Agreement.  Any modification of
this Agreement will be effective only if it is in writing signed by both Service
Provider and the Company.

    


    [Signature
Page Follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year above written.

    


    
      
        
          	
                  ZST
      DIGITAL NETWORKS, INC.

                
	 
      	 
      
	 
      	
                  /s/ Zhong Bo

                
	 
      	 
      
	 
      	
                  By:
      Zhong Bo

                
	 
      	 
      
	 
      	
                  Its:
      Chief Executive Officer

                
	 
      	 
      
	
                  PRACTICAL
      WORLDWIDE LIMITED

                
	 
      	 
      
	 
      	
                  /s/ Ding Jing

                
	 
      	 
      
	 
      	
                  By:
      Ding Jing

                
	 
      	 
      
	 
      	
                  Its:
      Director

                


        

      

    

     

    
      
         


      

      
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