Exhibit 10.38


 


This Optical Fiber Line Lease and Services
Agreement (the “Agreement”) is executed by the following parties in Beijing on
[   ], 2008:


 


Party A: Beijing Blue I.T. Technologies Co., Ltd.


 


Address: Floor 6, Galaxy Plaza, No.10 Jiuxianqiao
Middle Road, Chaoyang District, 100016, Beijing


 


Legal Representative: Kou Xiaohong


 


Contact Person: Wang Rui


 


Telephone: 010-64373399


 


Party B: Tong Zhen Network Co., Ltd.


 


Address: 2026, First Floor, No.4989 Qingzhao Road,
Qingpu District, Shanghai


 


Legal Representative: Xing Min


 


Contact Person:


 


Telephone: 52663636-817


 


Whereas:


 


1. Party B owns the ownership and use right of a
fibre cable which runs through Beijing—Tianjin—Xuzhou—Hefei—Shanghai—Hangzhou
and the length of which is about 2,348.53 kilometers;


 


2. Party A intends to lease 2 fibre cores of the
above fibre cable and the corresponding use right, and Party B agrees to lease
one pair (2 cores) long-distance bare fibre core network in accordance with the
terms and conditions of this Agreement.


 


Party A and Party B agree to reach the following agreement
through friendly consultations and in the principles f equality, mutual benefit,
mutual trust and common development.


 


Article I          Definitions


 


Unless otherwise defined in this Agreement, the
following terms in this Agreement have the following meanings:


 


1.1      Bare
Fibre: means the optical fibre in the fibre cable, which has not been used by
any equipment.


 


1

















 


1.2      Lighted
Fibre: means the fibre that has been connected through
optical transmission equipment such as DWDM equipment or other SDH.


 


1.3      Physical
Route of the Leased Fibre: means
Beijing—Tianjin—Xuzhou—Hefei—Shanghai—Hangzhou, the total length of which is
2,348.53 kilometers, please refer to Schedule I for details.


 


1.4      Delivery
of the Leased Fibre:


 


1)    Party
B shall deliver a fibre parameter table for each segment of fibre, such
parameters shall satisfy relevant standards of ITU-T and of the nation and the
industry, and shall be recognized by Party A;


 


2)    Party
B shall provide a distance table and attenuation indicators for each segment of
fibre, such indicators shall satisfy relevant standards of ITU-T and of the
nation and the industry, and shall be recognized by Party A;


 


3)    Party
B shall provide a type table for each segment of fibre, which shall be
recognized by Party A;


 


4)    The
above materials shall be organized by Party B into a full set of written
version and a full set of electronic version and be submitted to Party A, based
on such materials, Party A will adopt the method of segment-by-segment testing,
inspection and acceptance to inspect and accept the Leased Fibre.


 


1.5      Affiliate:
with respect to a specific entity, means (a) any other entity that
directly or indirectly controls, is controlled by, or is under the common
control with such entity; (b) any other entity that directly or indirectly
owns or holds 50% or more of the equity interest of such entity; (c) any
other entity that directly or indirectly owns or holds 50% or more of the
voting rights or other rights of such entity. 
Entity means any enterprise, commercial firm, corporate, limited
liability company, trust, group, joint venture, organization, governmental
department or entities of any other kind, and the successors and assignees of
any of the above entities.


 


1.6      One-Station
Service: means Party B will coordinate and complete the services of  Party
A’s Leased Fibre at all stations.


 


1.7      Fibre
Rent: means the total amount of the Leased Fibre rent
during the Lease Period set forth in Article IV of this Agreement.


 


1.8      Network
Cutover: means activities such as necessary modification, adjustment, movement
and improvement to the current fibre cable and system, due to project
construction and network construction, so as to realize the internal network of
Party A.


 


2

















 


Article II         Lease Object


 


2.1          Party A leases Party B’s fibre (the “Leased Fibre”), which is of G652
standards, only for the use of Party A’s internal network and its own business
(including but not limited to its current CDN and IDC business).  The Leased Fibre must satisfy the standards
of GBT_15972.4-1998 and GB9771, and please refer to Schedule II for information
such as the specifications and standards of the Lease Fibre.


 


2.2      When
Party A has new needs for lease of fibre, it shall submit to Party B
separately, and Party B will determine based on the availability of fibre.  As a principle, the price of the newly leased
fibre shall not be higher than the price under this Agreement.


 


2.3      The
detailed Physical Route of the Leased Fibre is set forth in Schedule I.


 


2.4      The
current Leased Fibre is a mixture of one-core fibre and two-core fibre, please
refer to Schedule I for details. Party B undertakes when conditions are
satisfied to provide services by two-core fibre for cities and stations
currently covered with one-core fibre, it shall immediately and unconditionally
provide all services with two-core fibre, and cover all served cities and
stations, and shall not reduce the service standards set forth in this
Agreement.


 


Article III       Rights, Obligations of the Parties and Quality
Guarantees


 


3.1          Party A’s Rights and Obligations


 


3.1.1       As
Party B’s client, Party A is entitled to the “One-Station Service” provided to
big client by Party B.


 


3.1.2       If
Party A encounters any technical problems during its use of the Leased Fibre,
it can claim such problems to Party B, or Party B’s subsidiary or branch
nearby.  Party B or its nearby subsidiary
or branch shall, within one hour from receiving the claim, appoint professional
technical personnel to provide remote resolution (including but not limited to
telephone or email) for such problems or dispatch personnel to provide
resolution on-site.


 


3.1.3       Party
A shall ensure that the relevant telecommunication equipment connected to the
Leased Fibre complies with the quality standards and technical requirements of
the competent national authority, and has obtained network access license.  Party A’s usage of the Leased Fibre shall
comply with relevant PRC laws.


 


3.1.4       Party
A shall pay for the Fibre Rent on time.


 


3.1.5       During
the period of commissioned maintenance and management of the cable, Party A’s
relevant personnel may have access to the commissioned maintenance and
management machine room with valid credentials provided by Party B, but Party A’s
personnel shall not make any other operation on position not allocated to Party
A.


 


3

















 


3.2          Party B’s Rights and Obligations


 


3.2.1       Party B shall treat Party A as its national key VIP client, provide
end-to-end integrated services, and coordinate and realize adjustment of the
full-distance Leased Fibre with acceptance of claim at one point.  If, due to reasons such as major repair of
the fibre cable, or cut-over of the fibre cable, Party B needs to suspend the
Leased Fibre, it shall notify Party A two business days in advance.  If Party B suspends Party A’s Leased Fibre in
order to make construction on the fibre cable, it shall provide
alternative fibre to Party A as possible as it can to ensure the expedite
communication of Party A.  If Party A
does not make any written request within one business day after receiving the
suspension notification from Party B, it shall be deemed to have
consented.  If needed by Party A, Party B
shall provide local connection fibre cable (fibre) for Party A to lease, and
assist the connection work of the leased fibre of Party A, the details of which
shall be negotiated by the parties.


 


3.2.2       Within 45 business days after the execution of this Agreement, Party B
shall cooperate with Party A to complete the survey of the Leased Fibre and
shall complete the Delivery of the Leased Fibre, both parties shall execute a
delivery completion quality inspection and acceptance report.  From the date of completion of the Delivery
of the Leased Fibre or the date of execution of the delivery completion quality
inspection and acceptance report (subject the determinable earlier date of the
above), Party A shall own the exclusive right to use the delivered Leased
Fibre, and Party B shall not lease the Leased Fibre to any third parties.


 


3.2.3       Party B shall provide daily maintenance and trouble shooting for the
Leased Fibre.  If Party A encounters any
problems about the Leased Fibre during its use of the Leased Fibre, Party B
shall deal with such problems promptly to ensure the normal use by Party A; if
the Leased Fibre cannot satisfy the technical indicators set forth in this
Agreement due to quality deterioration caused by aging, repair or transformation,
after being verified and confirmed by both parties, Party B shall, on its own
initiative, change other Bare Fibre with the same route for Party A, the
changing log of the fibre shall be supplementary document to this Agreement and
an integral part of this Agreement.  The
change of the fibre shall not affect the rights and obligations of the parties
defined in this Agreement.


 


3.2.4       Party B undertakes that it has the ownership of the fibre and fibre
network referred to in this Agreement, has the right to execute this Agreement,
and has the ability and qualification to perform the obligations and terms of
this Agreement.


 


3.2.5       During the period of commissioned maintenance and management of the
cable, Party B’s personnel shall, upon reasonable request by Party A’s
maintenance personnel, handle access credentials to the commissioned
maintenance and management machine room.


 


4

















 


3.3          Quality Guarantees


 


3.3.1       Party B undertakes that the technical indicators of the long-distance
and connection fibre provided to Party A comply with the standards and
provisions of Schedule II to this Agreement.


 


3.3.2       Party A’s claim of non-compliance of the Leased Fibre shall be in
writing, and Party B shall make written reply within 12 hours after service of
Party A’s claim (which shall at least include confirmation of the starting time
of the quality problem of the Leased Fibre, resolutions and estimated time for such revolutions etc.), and report to Party A about the disposal status within 15 days.


 


3.3.3       The starting time of the quality problems of the Leased Fibre shall be
recorded in Party A’s claim and shall be subject to Party B’s confirmation in
its written reply, the resolved time shall be subject to the time provided by
Party B and confirmed by Party A in writing.


 


3.3.4       If Party A and Party B dissent in relevant quality problems of the
Leased Fibre, the test results of a third party mutually recognized by both
parties prevail.


 


3.3.5       Party B is responsible to repair or change, as soon as possible, the
non-complying Leased Fibre after the quality problem occurs.


 


Article IV       Total Fibre Rent and Payment


 


4.1          Before Payment of each Fibre Rent by Party A, Party B shall issue to
Party A formal invoice in the amount equal to the Fibre Rent to be paid.


 


4.2          Fibre Rent: Party A exclusively leases the Leased Fibre of Party B, the
total length of which is 2,348.53 kilometers, and which starts from Beijing and
ends at Hangzhou, running through Tianjin, Xuzhou, Hefei and Shanghai; the
Lease Period is 20 years, and the total Fibre Rent (the “Fibre Rent”)
during the Lease Period is RMB13,100,000, or RMB5,578 per pair of fibre cores
per kilometer.  Party A owns the
exclusive right to use the above Leased Fibre, and the above Fibre Rent shall
be paid within three years in four installments:


 


4.2.1       Within
10 business days after the execution of this Agreement, and after Party A
receives the formal invoice issued by Party B, Party A shall pay the first
installment to Party B, which is 15% of the Fibre Rent, or RMB1,965,000;


 


4.2.2       After
Party A and Party B conduct the quality inspection and acceptance to the above
Leased Fibre, within 10 business days after both parties execute the quality
inspection and acceptance report and after Party A receives the formal invoice
issued by Party B, Party A shall pay the second installment to Party B, which
is 15% of the Fibre Rent, or RMB1,965,000. 
The drafting and execution of the quality inspection and acceptance
report shall be implemented in accordance with the schedule and standards set
forth in Schedule II to this Agreement, but the implementation date of the
quality inspection and acceptance shall not be later than June 1, 2008;


 


5

















 


4.2.3       Within
10 business days after 12 months have passed from the execution date of the
quality inspection and acceptance report, provided that the Leased Fibre
operates normally and no material breakdown has occurred, which shall be
confirmed by both parties in writing, after Party A receives the formal invoice
issued by Party B, Party A shall pay the third installment to Party B, which is
40% of the Fibre Rent, or RMB5,240,000;


 


4.2.4       Within
10 business days after 24 months have passed from the execution date of the
quality inspection and acceptance report, provided that the Leased Fibre
operates normally and no material breakdown has occurred, which shall be
confirmed by both parties in writing, after Party A receives the formal invoice
issued by Party B, Party A shall pay the last installment to Party B, which is
30% of the Fibre Rent, or RMB3,930,000.


 


4.3          Both parties agree, once the PRC laws, regulations and policies permit
and allow Party A to own and operate the Leased Fibre, Party A is entitled to
decide whether to purchase the Leased Fibre, which needs to be confirmed by
Party B in writing.  If Party A intends
to purchase the Leased Fibre, Party B shall assist Party A to conduct the
ownership transfer formalities of the Leased Fibre, and the purchase price of
the Leased Fibre shall be the total Fibre Rent; if Party A has already paid all
of the total Fibre Rent under this Agreement, it shall be under no obligation
to pay any additional purchase price; if Party A has not paid all of the total
Fibre Rent under this Agreement, after conducting the ownership transfer
formalities of the Leased Fibre, Party A shall pay a purchase price which
equals to the unpaid Fibre Rent in accordance with the schedule set forth in Section 4.2.


 


4.4          Considering the above Section 4.2, Party B shall not, within the
Lease Period of the Agreement and any extended period thereof, transfer, sell,
lease or mortgage the Leased Fibre to any third parties other than Party A, or
dispose of the Leased Fibre by any other means.


 


4.5          If Party A decides not to lease the Leased Fibre after the expiration of
the Lease Period under this Agreement, it shall notify Party B of such one
month before the expiration of the Lease Period hereof, and this Agreement will
terminate upon the expiration of the Lease Period.


 


4.6          The termination of this Agreement does not affect the rights and
obligations that have been incurred before such termination.


 


Article V         Confidentiality


 


5.1          Without prior written consent by both parties, neither party may provide
or disclose this Agreement (including but not limited to its contents and
existence) as well as any materials and information regarding the other party’s
business which are obtained with respect to the execution and performance of
this Agreement (the “Confidential Information”)
to any third parties, provided that, the aforementioned provision does not
apply to disclosure of Confidential Information to its Affiliates and employees
for the execution and performance of this Agreement, 


 


6

















 


where the Confidential Information is only
disclosed to those persons or entities who need to know such materials and
information to perform their duties.


 


5.2          Any party is not subject to the above restrictions of confidentiality
obligation with respect to the following Confidential Information under the
following circumstances: (1) such information has been known to the
public; (2) such information discovered or developed by the receiving
party without reference to the Confidential Information of the disclosing
party; (3) such information known by the receiving party without its own
fault; or (4) such information required to be disclosed by laws or court.


 


5.3          This Article V is effective within 5 years after the termination of
this Agreement.


 


Article VI       Liability of Breach


 


6.1          Any party’s failure to perform its obligations under this Agreement
shall be deemed a breach of contract. 
The breaching party shall bear all losses caused to the other party due
to its breach.


 


6.2          If Party A defaults to pay the Fibre Rent, it shall pay a late fee of
0.05% of the overdue amount for every one week in default.  If the default continues more than 30 days,
Party B is entitled to suspend the service until Party A pays the Fibre Rent,
without releasing Party A’s obligation to pay the overdue amount and late
fees.  If Party A’s default is caused by
the delay in issuing bills or mistake in issuing invoices on the part of Party
B, then Party B shall not deem Party A as default and shall not charge late
fees to Party A, and Party B shall promptly provide bills, verify the fees with
Party A, issue invoices and assist to adjust and resolve the above problems.


 


6.3          During the period in which the Leased Fibre is put to use, if due to
Party B’s reasons (other than reasons caused by Party A’s channels, in-building
channels and self-maintained equipment), Party B cannot provide
telecommunication services to Party A in accordance with the time and quality
set forth in this Agreement, for every one week in default or of failure to provide
telecommunication services, Party B shall pay liquidated damages of 0.05% of
the base month rate of relevant services, until the services are provided;
Party A shall continue to perform this Agreement, and the liquidated damages
owed by Party B shall be deducted from the month rate of the first month after
the fibre cable is put to use; if the fibre cable cannot be put to use within
three months after the deadline for beginning the services, Party A is
entitled to unilaterally terminate this Agreement, and Party B shall refund all
fees that have been paid by Party A.


 


6.4          Notwithstanding any provisions to the contrary, neither party is
responsible to the other party for any loss of incomes or profits, unrealized
foreseeable savings, loss of goodwill and loss of data etc., which are caused
by activities under this Agreement.


 


6.5          The liquidated damages of Party A and Party B shall be settled within 3
months after the occurrence of the event of breach.  If the parties cannot complete such
settlement, both parties are entitled to resolve in accordance with Article VII
of this Agreement.


 


7

















 


6.6          Any party’s non-exercise or delay in exercise of any rights or remedies
set forth in this Agreement shall not constitute or be deemed as a waiver; any
single or partial exercise of the above rights and remedies shall not prejudice
further exercise of such rights and remedies.


 


Article VII      Applicable Laws and Dispute Resolution


 


7.1          This Agreement is governed by the laws of the People’s Republic of
China.


 


7.2          Any disputes arising from this Agreement shall be resolved by the
parties through friendly negotiation.  If
negotiation fails, either party may submit such dispute to the China
International Economic and Trade Arbitration Commission in Beijing for
arbitration in accordance with its then current arbitration rules.  The arbitration shall be conducted in
Chinese.  The arbitration awards are final
and binding on both parties.  The
arbitration fees shall be borne by the losing party.


 


7.3          While any disputes or arbitrations are pending, other than the matters
in dispute, the parties shall continue to perform the remaining parts of this
Agreement that are not involved in the disputes or arbitrations.


 


Article VIII    Force Majeure


 


“Force Majeure” means any objective circumstance
that cannot be foreseen, avoided or overcome, including but not limited to
earthquakes, typhoons, floods, fires, other serious natural disaster, wars,
strikes, governmental actions.


 


If both parties cannot perform or fully perform the
obligations under this Agreement due to Force Majeure, both parties will not be
responsible to each other.  However, the
parties encountering Force Majeure shall, within 15 days after the occurrence
of the Force Majeure, report to the other party in writing, and provide
relevant proofs.  Within reasonable time
after elimination of the effect of the Force Majeure, the party or parties
shall continue to perform this Agreement. 
If the Force Majeure causes the inability or unnecessity to perform this
Agreement, the Agreement may be terminated by both parties.


 


Article IX       Lease Period and Extension


 


9.1          The lease period of this Agreement is 20 years (the “Lease Period”).  This
Agreement is effective upon being signed and stamped by authorized
representatives of both parties.  The
Lease Period agreed upon by both parties runs from the date on which a 15-day
testing period has passed from the date when equipment is completely installed.


 


8

















 


9.2          Within 12 months before the Lease Period expires, Party A is entitled to
notify Party B in writing to extend this Agreement.  Unless otherwise agreed by both parties, the
contents of the written extension notification shall be substantially the same
with the Lease Agreement Extension Notice attached as Schedule III to this
Agreement.  From the date on which Party
B receives Party A’s written notification, unless otherwise agreed by the
parties, the lease relationship between both parties shall be automatically
extended in accordance with the term and rent set forth in Party A’s written
notification.  When the extended term
expires, Party A is entitle to extend again with identical written
notification.


 


Article X         Miscellaneous


 


10.1        If
any provision of this Agreement becomes invalid, ineffective, or unenforceable
at any time without fundamentally affecting the effectiveness of this
Agreement, the remaining provisions of this Agreement shall not be affected and
shall continue to be effective.


 


10.2        Without
confirmation in writing by both parties, neither party may amend or modify this
Agreement.


 


10.3        The
titles to each articles and sections of this Agreement are only for reference,
and shall not affect the interpretation and application of this Agreement, and
the parties’ rights and obligations shall be determined according to the
contents of such articles and sections.


 


10.4        Without
prior written consent by the other party, neither party may use or imitate the
other party’s business name, trademark, icon, service mark, symbol, code, type
or abbreviation in the form of advertisement or on public occasions, nor may
either party claim the ownership or license to the other party’s business name,
trademark, icon, service mark, symbol, code, type or abbreviation.


 


10.5        Nothing
in this Agreement shall be deemed or interpreted as establishing any joint
venture, partnership or agency relationship between both parties.


 


10.6        This
Agreement is in four copies, each party holding two copies.  This Agreement supersedes and replaces all
oral or written summary, memoranda and agreements between both parties with
respect to the subject matter of this Agreement.


 


10.7        The
schedules to this Agreement are integral parts of this Agreement, and have the
same legal effect with the terms and conditions of this Agreement.  If there are any conflicts between the terms
and conditions of this Agreement and the terms and conditions of the schedules
hereto, the terms of this Agreement prevail.


 


10.8        All
notices relevant to this Agreement or its performance by both parties shall be
sent to the addresses set forth in this Agreement, in writing or by fax or
similar method confirmed by both parties. 
Notices in writing shall be sent by courier service with good
reputation.  If fax or similar method is
used, the notice date shall be the date on which such notice is sent, if
courier service is used, the notice date shall be the date of dispatch, which
shall be determined by the postmark.


 


9

















 


The notice addresses of both parties are as
follows:


 


Party A: Beijing Blue I.T. Technologies Co., Ltd.


 


Address: Floor 6, Galaxy Plaza, No.10 Jiuxianqiao
Middle Road, Chaoyang District, 100016, Beijing


 


Contact Person: Wang Rui


 


Telephone: 010-64373399


 


Fax: 010-64374251


 


Zip-code: 100016


 


Party B: Tong Zhen Network Co., Ltd.


 


Address: 2026, First Floor, No.4989 Qingzhao Road,
Qingpu District, Shanghai


 


Contact Person:


 


Telephone: 52663636-817


 


Fax:


 


Zip-code:


 


Schedules to this Agreement:


 


Schedule I: Physical Route and Configuration of the
Leased Fibre


 


Schedule II: Standards for Delivery and Quality
Inspection and Acceptance of the Leased Fibre


 


Schedule III: Lease Agreement Extension Notice
(Sample)


 


10

















 


	
  Party A:

  	
   

  	
  Party B:

  
	
   

  	
   

  	
   

  
	
  Beijing Blue I.T. Technologies Co., Ltd.

  	
   

  	
  Tong Zhen Network Co., Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Legal Representative or Authorized Representative
  (signature):

  	
   

  	
  Legal Representative or Authorized Representative
  (signature):

  
	
   

  	
   

  	
   

  
	
  /s/Kou Xiaohong

  	
   

  	
  /s/Huang Zhiping

  
	
   

  	
   

  	
   

  
	
  Name: Kou Xiaohong

  	
   

  	
  Name: Huang Zhiping

  
	
   

  	
   

  	
   

  
	
  April 10, 2008

  	
   

  	
   

  



 


11

















 


Schedule I: Physical Route of the Leased Fibre


 


Beijing—Jinan—Xuzhou—Hefei—Shanghai—Hangzhou


 





 


12

















 


Fibre Cable Distance Table


 


	
  No.

  	
   

  	
  Station

  	
   

  	
  Cable Distance

  	
   

  	
  Type of Cable

  	
   

  	
  Cable Distance

  	
   

  	
  Type of Cable

  
	
  1

  	
   

  	
  Fangzhuang

  	
   

  	
   

  	
   

  	
  One-core fibre

  	
   

  	
   

  	
   

  	
  Two-core fibre

  
	
  2

  	
   

  	
  Yangcun

  	
   

  	
  82.70

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  3

  	
   

  	
  Tianjin

  	
   

  	
  66.07

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  4

  	
   

  	
  Tangguantun

  	
   

  	
  65.12

  	
   

  	
   

  	
   

  	
  73.41

  	
   

  	
   

  
	
  5

  	
   

  	
  Cangzhou

  	
   

  	
  71.82

  	
   

  	
   

  	
   

  	
  67.53

  	
   

  	
   

  
	
  6

  	
   

  	
  Dongguang

  	
   

  	
  67.48

  	
   

  	
   

  	
   

  	
  76.37

  	
   

  	
   

  
	
  7

  	
   

  	
  Dezhou

  	
   

  	
  69.56

  	
   

  	
   

  	
   

  	
  62.19

  	
   

  	
   

  
	
  8

  	
   

  	
  Yucheng

  	
   

  	
  78.50

  	
   

  	
   

  	
   

  	
  79.89

  	
   

  	
   

  
	
  9

  	
   

  	
  Jinan

  	
   

  	
  65.76

  	
   

  	
   

  	
   

  	
  68.29

  	
   

  	
   

  
	
  10

  	
   

  	
  Taian

  	
   

  	
  110.85

  	
   

  	
   

  	
   

  	
  112.40

  	
   

  	
   

  
	
  11

  	
   

  	
  Qufu

  	
   

  	
  95.57

  	
   

  	
   

  	
   

  	
  96.31

  	
   

  	
   

  
	
  12

  	
   

  	
  Tengzhou

  	
   

  	
  73.11

  	
   

  	
   

  	
   

  	
  73.85

  	
   

  	
   

  
	
  13

  	
   

  	
  Taoguan

  	
   

  	
  58.49

  	
   

  	
   

  	
   

  	
  59.22

  	
   

  	
   

  
	
  14

  	
   

  	
  Xuzhou

  	
   

  	
  83.57

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  15

  	
   

  	
  Huaibei

  	
   

  	
  74.29

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  16

  	
   

  	
  Suzhou

  	
   

  	
  66.25

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  17

  	
   

  	
  Bangbu

  	
   

  	
  103.09

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  18

  	
   

  	
  Huainan

  	
   

  	
  78.95

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  19

  	
   

  	
  Zhuxiang

  	
   

  	
  65.08

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  20

  	
   

  	
  Hefei

  	
   

  	
  72.05

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  21

  	
   

  	
  Dashu

  	
   

  	
  79.85

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  22

  	
   

  	
  Chuzhou

  	
   

  	
  61.35

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  23

  	
   

  	
  Nanjing

  	
   

  	
  72.01

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  	
   

  
	
  24

  	
   

  	
  Baohua

  	
   

  	
  77.28

  	
   

  	
  One-core fibre

  	
   

  	
  46.79

  	
   

  	
  Two-core fibre

  
	
  25

  	
   

  	
  Danyang

  	
   

  	
  92.39

  	
   

  	
   

  	
   

  	
  87.49

  	
   

  	
   

  
	
  26

  	
   

  	
  Changzhou

  	
   

  	
  90.92

  	
   

  	
   

  	
   

  	
  66.00

  	
   

  	
   

  
	
  27

  	
   

  	
  Wuxi

  	
   

  	
  77.52

  	
   

  	
   

  	
   

  	
  56.69

  	
   

  	
   

  
	
  28

  	
   

  	
  Suzhou

  	
   

  	
  96.63

  	
   

  	
   

  	
   

  	
  57.94

  	
   

  	
   

  
	
  29

  	
   

  	
  Qingpu

  	
   

  	
  90.00

  	
   

  	
   

  	
   

  	
  52.00

  	
   

  	
   

  
	
  30

  	
   

  	
  Shanghai

  	
   

  	
  95.41

  	
   

  	
   

  	
   

  	
  100.00

  	
   

  	
   

  
	
  31

  	
   

  	
  Jiaxing

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
  117.30

  	
   

  	
   

  
	
  32

  	
   

  	
  Hangzhou

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  	
  102.81

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
  2281.65

  	
   

  	
  One-core full distance

  	
   

  	
  1456.47

  	
   

  	
  Two-core full distance

  
	
  Sub-total

  	
  1661.51

  	
   

  	
  One-core used

  	
   

  	
  687.02

  	
   

  	
  Two-core used

  
	
  Cable Distance under the Agreement

  	
  2348.53 Kilometers

  



 


 


13

















 


Schedule II: Standards for Delivery and Quality
Inspection and Acceptance of the Leased Fibre


 


G652 Optical Fibre Inspection and Acceptance Standards


 


	
  Property

  	
   

  	
  Operation

  Wavelength

  	
   

  	
  Cut-off

  Wavelength

  cc (nm)

  	
   

  	
  Chromatic

  dispersion

  (ps/km.nm)

  	
   

  	
  Attenuation

  Features

  	
   

  	
  PMD

  	
   

  	
  Optical

  Section

  Attenuation

  Changes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required values

  	
   

  	
  1280 ~ 1625

  	
   

  	
  c<1250

   

  cj<1250

  	
   

  	
  generally
  required CD factor for 1550nm window <18ps/nm.km

   

  	
   

  	
  AF for 1310nm
  window, single disc G.652 fibre < 0.40dB/km

  	
   

  	
  PMD for optical  amplifier section  < 0.2

  	
   

  	
  < 3dB

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  generally
  required maximum zero CD slope <0.093 ps/nms.km

  	
   

  	
  AF for 1550nm
  window, single disc G.652 < 0.25dB/km

  	
   

  	
   

  	
   

  	
   

  



 


14

















 


Schedule III: Lease Agreement Extension Notice
(Sample)


 


Tong Zhen Network Co., Ltd. (or other entity or individual inheriting its rights and obligations):


 


According to Section 9.2 of the Optical Fiber
Line Lease and Services Agreement executed by Tong Zhen Network Co., Ltd.
and us on [   ], 2008, we decide to
extend the lease agreement with your company. The term of the new
lease agreement will be from [   ], 2028 to [   ], 2048, and the total rent thereunder will
be RMB1000.  Within 12 months before
expiration of the new lease agreement, we are entitled to decide whether to
extend the lease agreement with your company, the extended term shall not
exceed 10 years, and the rent shall be RMB50 per year.  The provisions in the original Optical Fiber
Lease and Services Agreement, except for those conflicting with this notice,
shall continue to apply.


 


According to Section 9.2 of the Optical Fiber
Lease and Services Agreement, the extension of the lease agreement is
automatically effective upon this notice arriving at the address of your
company.


 


Beijing Blue I.T. Technologies Co., Ltd.


 


(or other entity or individual inheriting its
rights and obligations)


 


15