CONSULTING
AGREEMENT

    


    This Consulting Agreement (the “Agreement”)
is entered into effective as of December 30, 2009, by and between ZST Digital
Networks, Inc. (the “Company”)
and Finance Access Inc. (the “Consultant”).

    


    WHEREAS, Consultant has significant
experience in providing professional services to public companies;
and

    


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

    


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

    


    1.           Term of
Agreement.  The term of this Agreement (the “Term”)
will begin 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, Consultant agrees to perform the following professional services (the
“Services”)
for or on behalf of the Company, which include, but are not limited
to:

    


    
      	
               
      

            	
              ·

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

            


    

    
      	
               
      

            	
              ·

            	
              Identify
      and introduce persons and entities with whom the Company may be interested
      in entering into strategic and/or business development relationships, at
      the sole discretion of the Company (the “Business
      Development Parties”);

            


    

    
      	
               
      

            	
              ·

            	
              Advise
      the Company with respect to entering into separate strategic business
      development agreements with Business Development Parties;
    and

            


    

    
      	
               
      

            	
              ·

            	
              Conduct
      a minimum of ten (10) site visits within the Term to the Company’s
      principal executive offices to meet with Company management and, among
      other things, interface with the Company’s internal finance department and
      the Company’s independent auditors.

            


    

    


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

    


    (b)                 The
Company shall pay Consultant Three Hundred Thousand Dollars (US$300,000) as
compensation for its services under this Agreement, such amount to be paid upon
entering this Agreement.


    
      
         


      

      
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    (c)                 In
addition, the Company shall provide to Consultant One Million Two Hundred and
Fifty Thousand Dollars (US$1,250,000) (the “Business
Development Fund”), such funds to be designated as consideration to be
paid to Business Development Parties who have entered into the form of
professional services agreement, attached hereto as Exhibit A (the “Business
Development Agreements”). The Company intends that the Business
Development Fund shall be used solely for the purpose of entering into
arms-length, valid and legally binding professional services agreements with the
Business Development Parties, and any and all agreements, arrangements and
payments with such Business Development Parties pursuant to the Business
Development Agreements shall be 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”). Consultant acknowledges and agrees that all agreements,
arrangements and payments with the Business Development Parties pursuant to the
Business Development Agreements shall be made in full compliance with the
Regulatory Laws and Consultant shall take all necessary steps and measures to
ensure that all such agreements, arrangements and payments do not violate any of
such laws. Furthermore, the Consultant, 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.

    


    3.           Services to Other
Clients.  During the Term, Consultant may represent, perform
services for, or contract with additional clients, persons, or companies as
Consultant, in its sole discretion, sees fit, except that, during the Term,
Consultant will not enter into any agreement that interferes in any manner with
Consultant’s ability to fully perform the Services contemplated hereunder to the
Company’s satisfaction.

    


    4.           Independent
Contractor.  Consultant enters into this Agreement as, and will
remain while this Agreement is in effect, an independent
contractor.  Consultant 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.  Consultant 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 Consultant.

    


    5.           No Entitlement to Employee
Benefits.  Consultant agrees that it is not entitled to the
rights or benefits afforded to the Company’s employees, including disability or
unemployment insurance, workers’ compensation, medical insurance, sick leave, or
any other employment benefits.  Consultant agrees that it is
responsible for providing, at its own expense, disability, unemployment, and
other insurance, workers’ compensation, training permits, and licenses for
itself.

    


    6.           No
Authority.  Consultant 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.


    
      
         


      

      
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    7.           Taxes and Statutory
Obligations.  Consultant acknowledges that it is solely
responsible for all taxes, withholdings, and other similar statutory obligations
in relation to compensation received pursuant to this Agreement further to
Section 2(b) herein.

    


    8.           Performance of
Services.  The Company agrees to provide access to all
documents necessary to the performance of the Services.  The Company
agrees to provide access to the Company’s information system necessary for the
performance of the Services.

    


    9.           Proprietary
Information.

    


    (a)                 Consultant
acknowledges that the Company is engaged in a continuous program of research,
development and production respecting its business.  The Company
possesses rights to information that has been created, discovered, developed or
otherwise become known to it (including information developed by, discovered by
or created by Consultant which arise out of its business relationship with
Company and which relates to the business of the Company) which has commercial
value in its business (“Proprietary
Information”).  For example, Proprietary Information includes,
but is not limited to, business plans and strategies, product designs, software
programs, other computer programs and copyrightable material, technical
drawings, product ideas, trade secrets, concepts for resolving software
development issues, inventions (whether patentable or not), improvements,
marketing plans, employee lists and customer lists.  Any customer
lists, business contacts (including, but not limited to, venture capital firms,
investment banking firms, potential acquirers), know-how and managerial
experience related to the conduct of software businesses, development of
software products that incorporate security features, such as access control and
encryption, and the management of sales, marketing, engineering, professional
services, financial and administrative functions which have general
applicability to many businesses that Consultant possesses prior to the
execution of this Agreement (whether or not applied to or applicable to the
Company’s business) shall not be considered Proprietary
Information.

    


    (b)                 Consultant
acknowledges that its business relationship with the Company creates a
relationship of confidence and trust between Consultant and the Company with
respect to any (i) Proprietary Information or (ii) confidential information
applicable to the business of any customer or the Company or other entity with
which the Company does business and which Consultant learns in connection with
its business relationship.  At all times, both during its business
relationship with the Company and after its termination, Consultant will keep in
confidence and trust all such information, and Consultant will not use or
disclose any such information without the prior written consent of the Company,
except as may be necessary in the ordinary course of performing its duties to
the Company.  This obligation shall end whenever the Company places
such information into the public domain and it is no longer confidential or
proprietary (which shall not be deemed to occur if such information enters the
public domain through improper action by Consultant).

     

    
      
         


      

      
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    (c)                 In
addition, Consultant hereby agrees:

    


    (i)     All
Proprietary Information shall be the sole property of the Company and its
assigns, and the Company and its assigns shall be the sole owner of all patents,
copyrights and other rights in connection therewith.  Consultant
hereby assigns to the Company any rights it may have or acquire in such
Proprietary Information.  At all times, both during  the
Term and after the termination of the Agreement, Consultant will not use or
disclose any Proprietary Information or anything relating to it without the
prior written consent of the Company, except as may be necessary in the ordinary
course of performing its duties to the Company.

    


    (ii)    All
documents or other media, records, apparatus, equipment and other physical
property whether or not pertaining to Proprietary Information, furnished to
Consultant by the Company shall be and remain the sole property of the
Company.  Consultant shall return and deliver all such documents and
property of the Company (including any copies thereof) immediately as and when
requested by the Company, and without any request upon the termination of the
Agreement.

    


    (iii)   Consultant will
disclose to the Company all improvement, inventions, works of authorship, trade
secrets, computer programs, designs, formulas, mask works, processes, techniques
and data, whether or not patentable (“Inventions”),
which relate to the subject matter of the Agreement and which are conceived,
developed or learned by it, either alone or jointly with others, during the
Term.

    


    (iv)   All Inventions
which Consultant conceives or develops (in whole or in part, either alone or
jointly with others) in connection with the performance of Services for the
Company and which relate solely to the business of the Company or which use the
Proprietary Information shall be the sole property of the Company and its
assigns.  The Company and its assigns shall be the sole owner of all
trade secret rights, patents, copyrights and other rights in connection
therewith, and Consultant hereby assigns to the Company any rights it may have
or acquire in such Inventions.

    


    11.         Termination of
Agreement.  Notwithstanding any other provision of this
Agreement, the Company may terminate this Agreement at any time and for any
reason, with or without cause, by giving sixty (60) days’ advance written notice
of termination to the Consultant.  Termination of this Agreement will
not affect the obligations of either party arising out of events or
circumstances occurring prior to such termination.  Upon termination
of this Agreement, any amounts paid prior to the termination of this Agreement
will not be refundable by Consultant to the Company.  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.

    


    12.         Successors and
Assigns.  This Agreement shall benefit only the Company, its
successors and any permitted assigns and Consultant, Consultant’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.

    


    13.         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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    14.         Applicable Law;
Severability.  The Company and Consultant 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 Consultant
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.

    


    15.         Entire
Agreement.  This Agreement and its exhibits contain the entire
understanding and agreement of the Company and Consultant regarding its subject
matter, superseding any and all previous understandings, contracts and
agreements, whether written or oral.  Consultant 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
Consultant 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

                        
	 
      	 	 
      
	 
      	FINANCE
      ACCESS INC.
	 
      	 	 
      
	 
      	 	
                          /s/ Steve Cheung 

                        
	 
      	 	 
      
	 
      	 	
                          By:
      Steve Cheung

                        
	 
      	 	 
      
	 
      	 	
                          Its:
      Director

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Form
of Professional Services Agreement



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    PROFESSIONAL
SERVICES AGREEMENT

    


    This Professional Services Agreement
(the “Agreement”)
is entered into effective as of ________________, 2009, by and between ZST
Digital Networks, Inc. (the “Company”)
and __________________________. (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 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 the following professional services
(the “Services”)
for or on behalf of the Company, which include, but are not limited
to:

    


    
      	
               
      

            	
              ·

            	
              Assist
      the Company in implementing business development plans and
      strategies;

            


    

    
      	
               
      

            	
              ·

            	
              Identify
      and introduce persons and entities with whom the Company may be interested
      in entering into strategic and/or business relationships, at the sole
      discretion of the Company (the
      “Identified Parties”); and

            


    

    
      	
               
      

            	
              ·

            	
              Advise
      the Company with respect to entering into separate 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 reasonable satisfaction.

    


    (b)                 The
Company shall pay Service Provider US______ Dollars ($_____) as compensation for
its services under this Agreement, such amount to be paid upon entering this
Agreement.

    

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    (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.

    


    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 and
for any reason, with or without cause, by giving sixty (60) advance 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.  Upon
termination of this Agreement, any amounts paid prior to the termination of this
Agreement will not be refundable by Consultant to the
Company.  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.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    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]


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


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

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	ZST
      DIGITAL NETWORKS, INC.
	 
      	 
      	 
      	 
      
	   
      	  
      	
                                           

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          By:
      Zhong Bo

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          Its:
      Chief Executive Officer

                                        
	 
      	 
      	 
      
	 
      	 	  	  	
                                          .

                                        
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                           

                                        
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                          By:

                                        	
                                           

                                        
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                          Its:

                                        	
                                           
      

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
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