EXHIBIT 2.1





REORGANZATION
AND MERGER AGREEMENT





THIS
REORGANIZATION AND MERGER  AGREEMENT, dated as of the 21stday of May
2008 (this “Agreement”) is entered into by and among, CHINA TEL GROUP,INC., a Nevada corporation
(“CTG”), CHINACOMM ACQUISITION, INC, a California corporation (“CAI”), TRUSSNET
USA, INC., a Nevada
corporation (“TUI”), and all the shareholders of TUI (collectively, the “TUI
Shareholders”).  CTG, CAI, TUI and the TUI Shareholders are referred
to singularly as a “Party” and collectively as the “Parties.”


WITNESSETH:




WHEREAS,
the TUI Shareholders own all of the issued and outstanding shares of TUI (the
“TUI Shares”);





WHEREAS,
TUI is a party to a certain Framework Agreement by and between TUI and
CECT-Chinacomm Communications Co, Ltd. (“Chinacomm”) dated April 7, 2008 (the
“Framework Agreement”), which contemplates, among other things, a series of
transactions between the parties thereof including, without limitation, jointly
establishing a wholly-owned foreign invested enterprise in China, with
forty-nine percent (49%) of its equity interests indirectly owned by TUI and
fifty-one percent (51%) of its equity interests indirectly owned by Chinacomm
(such transactions, the “WOFIE Transactions”).  The Framework
Agreement is attached hereto as Exhibit B;




WHEREAS,
CTG is in the business of exploration for gold and related minerals in British
Columbia, Canada and wishes to expand its business;




WHEREAS,
CAI is a wholly-owned subsidiary of CTG;




WHEREAS,
the respective Boards of Directors of CTG, CAI, TUI and the TUI Shareholders
have deemed it advisable and in the best interests of CTG, CAI, TUI and the TUI
Shareholders that TUI be acquired by CTG, pursuant to the terms and conditions
set forth in this Agreement;




WHEERAS,
CTG, CAI, TUI and the TUI Shareholders propose to enter into this Agreement
which provides, among other things, the TUI Shareholders will deliver the TUI
Shares to CTG in exchange for the issuance by CTG of an aggregate number of
shares of CTG’s common stock set forth in Section 2.01 of this Agreement, on the
terms and conditions set forth herein (the “Share Exchange”), and that CAI be
merged into TUI with TUI being the surviving corporation and becoming a
wholly-owned subsidiary of CTG, and such additional items as more fully
described in this Agreement; and




WHEREAS,
the parties desire the transaction to qualify as a tax-free reorganization under
the Internal Revenue Codeof 1986, as amended.




NOW,
THEREFORE, in consideration, of the promises and of the mutual representations,
warranties and agreements set forth herein, the Parties hereto agree as
follows:




1




ARTICLE
I


DEFINITIONS




Section
1.01.Definitions. The
following terms shall have the following respective meanings:






“Affiliate”
            with
      respect to any Party, a Person that directly or indirectly controls, is
      controlled by, or is under common control of such Party.  For
      the purpose of this definition, “control” means (i) ownership of more than
      fifty percent (50%) of the voting shares of a Person or (ii) the right or
      ability to direct the management or policies of a Person through ownership
      of voting shares or other securities, pursuant to a written agreement or
      otherwise;“Business
      Day”
            a
      day (other than a Saturday) on which banks in Nevada are open for business
      throughout their normal business hours;“Closing”
            the
      closing of the transactions contemplated by this
  Agreement;“Completion”
            completion
      of acquisition of the TUI Shares in accordance with the terms and
      conditions of this Agreement;“Encumbrance”
            any
      mortgage, charge, pledge, lien, (otherwise than arising by statute or
      operation of law), equities, hypothecation or other encumbrance, priority
      or security interest, preemptive right deferred purchase, title retention,
      leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever
      over or in any property, assets or rights of whatsoever nature and
      includes any agreement for any of the same and reference to “Encumbrances”
      shall be construed accordingly;“Exchange
      Act”
            the
      US Securities Exchange Act of 1934;“Person”
            any
      individual, firm, company, government, state or agency of a state or any
      joint venture, association or partnership (whether or not having separate
      legal personality);“Securities
      Act”
            the
      US Securities Act of 1933;“SEC”
            the
      US Securities and Exchange Commission;“US”
            United
      States of America;“United
      States Dollars”
              or
      “US$”
            United
      States dollars;




2




Section
1.02.Rules of
Construction.




(a)           Unless
the context otherwise requires, as used in this Agreement:  (i)
“including” means “including, without limitation”; (ii) words in the singular
include the plural; (iii) words in the plural include the singular; (iv) words
applicable to one gender shall be construed to apply to each gender; (v) the
terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words
refer to this entire Agreement, including the Schedules hereto; (vi) the terms
“Article,” “Section” and “Schedule” shall refer to the specified Article,
Section or Schedule of or to this Agreement and references to paragraphs shall
refer to the relevant paragraph of a specified Schedule and (vii) the term “day”
shall refer to calendar days.




(b)           Titles
and headings to Articles and Sections are inserted for convenience of reference
only, and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.




ARTICLE
II


THE
SHARE EXCHANGE AND MERGER




Section
2.01.Share Exchange and
Merger.




(a)           Subject
to and upon the terms and conditions of this Agreement, on the Closng Date (as
defined hereafter), CTG, through its wholly-owned subsidiary CAI, shall acquire
all of the TUI Shares from the TUI Shareholders with all of the TUI Shares
exchanged being free from all Encumbrances together with all rights now or
hereafter attaching thereto.




(b)           In
exchange for the delivery of the TUI Shares on the Closing Date, CTG shall
deliver to the TUI Shareholders:




(i)           66,909,088
restricted shares of CTG’s Series Acommon stock
(the “CTG Series A Common Stock”), which CTG Series A Common Stock shall, at the
Closing Date or immediately thereafter (after giving effect to the cancellation
of 57,600,000 shares of restricted common stock contemplated by Section 8.06,
shall represent 82.48% of CTG’s total issued and outstanding shares of Series A
Common Stock; and




(ii)           66,909,088
shares of CTG’s Series B common stock (the “CTG Series B Common Stock”) with
certain rights and privileges, including, but not limited to, the right to cast
at all shareholders’ meetings or any shareholder action taken without a meeting,
a total of ten (10) votes for every one (1) share of CTG Series B Common Stock
held, which CTG Series B Common Stock shall be non-transferable and shall be
redeemable by CTG, at CTG’s sole discretion, fifteen (15) years from the Closing
Date at par value of $0.0001 per share (the aforementioned CTG Series A Common
Stock and CTG Series B Common Stock are referred to herein collectively as the
“Exchange Shares”); provided,
however,
that 2,000,000 shares of CTG Series A Common Stock and 2,000,000 shares of CTG
Series B Common Stock to be delivered pursuant to subclause (i) of this
Subsection 2.01(b) shall be held by Horwitz Cron & Jasper pursuant to a
Shareholder’s Agreement between Bevan Cooney and TUI to be entered into by them
on or prior to the Closing.




3




(c)           Upon
execution of this Agreement, all of the Board Members of CTG, except George
Alvarez, shall resign and CTG shall appoint four (4) nominees from the TUI
Shareholders to CTG’s Board of Directors to serve, namely, Matthew Jennings,
Mario Alvarez, Michael Sugarmanand
Colin Tay.




(d)           The
Share Exchange shall take place upon the terms and conditions provided for in
this Agreement and in accordance with applicable law. If the Closing does not
occur as set forth in Section 2.02 of this Agreement due to one Party’s failure
to perform, then the other Party may terminate the Agreement.




(e)           Following
the Share Exchange, CAI will affect a short-form merger with TUI under the
Nevada Revised Statutes whereby CAI shall be merged into TUI with TUI being the
surviving corporation.





Section
2.02.Closing
Location.  The Closing of the Share Exchange and the other
transactions contemplated by this Agreement will occur no later than May 31, 2008, or as soon thereafter as possible (the
“Closing Date”), at a place and time mutually agreed by the Parties in
writing.





Section
2.03.TUI’s Closing
Documents.  At the Closing, the TUI Shareholders and TUI will
tender to CTG and CAI:




(a)           Certified
copy of resolutions of the Board of Directors of TUI in a form satisfactory to
CTG, acting reasonably, authorizing:




(i)           the
execution and delivery of this Agreement by TUI;





(ii)
              the
      transfer and registration of the TUI Shares in the name of CTG and the
      issuance of one (1) new share certificate representing the TUI Shares in
      the name of CTG; and(iii)
              consent
      to the merger of CAI and TUI with TUI as the surviving
      corporation.




(b)           Original
share certificates issued in the name of TUI representing all of the TUI Shares,
duly endorsed for transfer by TUI and marked “cancelled for transfer” or as
otherwise directed by CTG or its counsel, in accordance with the laws of the
State of Nevada;




(c)           One
(1) new share certificate issued by TUI in the name of CTG representing the TUI
Shares;




(d)           A
certified copy of the register of shareholders of TUI showing CTG as the
registered owner of the TUI Shares; and




4




(e)           A
certificate executed by a duly appointed officer of TUI and by the TUI
Shareholders certifying that the conditions in Section 9.01(b) have been
satisfied.





Section
2.04.CTG’s Closing
Documents.  At the Closing, CTG will tender to TUI and the TUI
Shareholders:





(a)           A
certified copy(ies) of resolutions of the Board of Directors of CTG in a form
satisfactory to TUI and the TUI Shareholders, acting reasonably,
authorizing:




(i)           the
execution and delivery of this Agreement by CTG; and




(ii)           the
issuance or transfer of the Exchange Shares to the TUI
Shareholders;





(b)           Share
certificates, registered in the name of the TUI Shareholders or such other names
as the TUI Shareholders may unanimously direct, representing the Exchange
Shares; and




(c)           A
certificate executed by a duly appointed officer of CTG certifying that the
conditions in Section 10.01(b) have been satisfied.





Section
2.05.CAI’s Closing
Documents.  At the Closing, CAI will tender to TUI and the TUI
Shareholders:




(a)           A
certified copy(ies) of resolutions of the Board of Directors of CAI in a form
satisfactory to TUI and the TUI Shareholders, acting reasonably,
authorizing:




(i)           the
execution and delivery of this Agreement by CAI; and




(ii)           consent
to the merger of CAI and TUI with TUI as the surviving corporation;





(b)           A
certificate executed by a duly appointed officer of CAI certifying that the
conditions in Section 10.01(b) have been satisfied.




ARTICLE
III


REPRESENTATIONS
AND WARRANTIES





Section
3.01.Each Party
represents and warrants to the other Party that each of the warranties it makes
is accurate in all respects and not misleading as at the date of this
Agreement.





Section
3.02.Each Party
undertakes to disclose in writing to the other Party anything which is or may
constitute a breach of or be inconsistent with any of the warranties immediately
upon the same coming to its notice at the time of and after
Completion.





Section
3.03.Each Party
agrees that each of the warranties it makes shall be construed as a separate and
independent warranty and (except where expressly provided to the contrary) shall
not be limited or restricted by reference to or inference from the terms of any
other warranty or any other term of this Agreement.




5




Section
3.04.Each Party
acknowledges that the restrictions contained in Section 12.01 (Public Notices)
and Section 12.10 (Confidentiality) shall continue to apply after the Completion
under this Agreement without limit in time.





ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF CTG





Section
4.01.Organization, Standing and
Authority; Foreign Qualification. CTG is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
has all requisite corporate power and authority to own, lease and operate its
properties and to conduct its business as presently conducted and as proposed to
be conducted and is duly qualified or licensed as a foreign corporation in good
standing in each jurisdiction in which the character of its properties or the
nature of its business activities require such qualification.





Section
4.02.Corporate
Authorization. The execution, delivery and performance by CTG of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of CTG, and this
Agreement constitutes a valid and binding agreement of CTG. The Exchange Shares
to be issued in accordance with this Agreement shall be duly authorized and,
upon such issuance, will be validly issued, fully paid and
non-assessable.





Section
4.03.Capitalization.  CTG’s
authorized capital stock currently consists solely of 500,000,000 shares of
common stock, of which 76,808,000 shares are issued and outstanding as of the
date hereof. All of such issued and outstanding shares of CTG’s common stock are
duly authorized, validly issued, fully paid and non-assessable. Except as
described on Schedule 4.03, there are no outstanding options, warrants,
agreements or rights to subscribe for or to purchase, or commitments to issue,
shares of CTG’s common stock or any other security of CTG or any plan for any of
the foregoing. Except as set forth on Schedule 4.03, CTG is not obligated to
register the resale of any of its common stock on behalf of any shareholder of
CTG under the Securities Act.





Section
4.04.Subsidiaries. CAI is
the sole subsidiary, direct or indirect , of CTG.





Section
4.05.SEC
Filings.





(a)           CTG
has delivered to TUI and the TUI Shareholders (i) CTG’s Annual Report on Form
10-KSB for the fiscal year ended June 30, 2007, containing CTG’s consolidated
balance sheet at June 30, 2007 and consolidated statements of income, changes in
stockholders' deficiency and cash flows of CTG for the period from September 19,
2005 (date of inception) to the fiscal year ended June 30, 2007, along with a
copy of the audit report of Madsen & Associates, CPA’s Inc., Murray, Utah,
independent auditors; and (ii) quarterly reports on Form 10-QSB for the quarters
ended September 30 and December 31, 2007 (collectively, “CTG’s Reports”). To the
best of CTG’s knowledge and belief, all of CTG’s Reports as of their respective
dates (i) comply in all material respects with the requirements of the Exchange
Act and the rules and regulations of the SEC thereunder, (ii) do not contain any
untrue statement of a material fact, and (iii) do not omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
and




6




(b)           All
documents which CTG is responsible for filing with the SEC or any regulatory
agency in connection with this Agreement will comply as to form in all material
respects with the requirements of applicable law, and all of the information
relating to CTG in any document filed with the SEC or any other regulatory
agency in connection with this Agreement or the transactions otherwise
contemplated hereby shall be true and correct in all material
respects.





Section
4.06.Financial Statements.
All consolidated financial statements included in CTG’s Reports, including the
related notes, fairly present, in conformity with generally accepted accounting
principles (“GAAP”) applied on a consistent basis (except as indicated therein),
the consolidated financial position of CTG as of the dates thereof and the
consolidated results of operations and changes in shareholders' equity and cash
flows of CTG for the periods then ended, subject, in the case of the interim
financial statements, to normal and recurring year-end audit adjustments and
except that the interim financial statements do not contain all of the notes
required by GAAP.





Section
4.07.Articles of Incorporation
and Bylaws. (a) CTG has heretofore delivered to TUI and the TUI
Shareholders true, correct and complete copies of its Articles of Incorporation,
certified by the Secretary of State of the State of Nevada and Bylaws or
comparable instruments, certified by the corporate secretary
thereof.





Section
4.08.No
Conflict.  The execution, delivery and performance of this
Agreement and the completion of the transactions contemplated herein will
not:





(a)           violate
any provision of the Articles of Incorporation, Bylaws or other charter or
organizational document of CTG;




(b)           violate,
conflict with or result in the breach of any of the terms of, result in any
modification of the effect of, otherwise give any other contracting party the
right to terminate, or constitute (or with notice or lapse of time or both
constitute) a default under, any contract to which CTG is a party or by or to
which either of its assets or properties, may be bound or subject;




(c)           violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, or any agreement with,
or condition imposed by, any governmental or regulatory body, foreign or
domestic, binding upon CTG or upon the securities, assets or business of
CTG;




(d)           violate
any statute, law or regulation of any jurisdiction as such statute, law or
regulation relates to CTG or to the securities, properties or business of CTG;
or




(e)           result
in the breach of any of the terms or conditions of, constitute a default under,
or otherwise cause an impairment of, any permit or license held by
CTG.




7


Section
4.09.Litigation. There is
no litigation, suit, proceeding, action or claim at law or in equity, pending or
to CTG’s best knowledge threatened against or affecting CTG or involving any of
CTG’s property or assets, before any court, agency, authority or arbitration
tribunal, including, without limitation, any product liability, workers'
compensation or wrongful dismissal claims, or claims, actions, suits or
proceedings relating to toxic materials, hazardous substances, pollution or the
environment. CTG is not subject to or in default with respect to any notice,
order, writ, injunction or decree of any court, agency, authority or arbitration
tribunal.





Section
4.10.Compliance with Laws.
To the best knowledge of CTG, it has complied with all laws, municipal bylaws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any governmental authority applicable to it, its properties
or the operation of its business, except where the failure to comply will not
have a material adverse effect on the business, properties, financial condition
or earnings of CTG.





Section
4.11.True and Correct
Copies. All documents furnished or caused to be furnished to TUI and the
TUI Shareholders by CTG are true and correct copies, and there are no amendments
or modifications thereto except as set forth in such documents.





Section
4.12.Compliance with Securities
Act.  Neither CTG nor to the knowledge of CTG anyone authorized
to act on its behalf has taken, or will take, any action that would subject the
issuance or sale of the Exchange Shares hereunder to the registration
requirements of Section 5 of the Securities Act; provided however, the
availability of an exemption from the registration requirements of Section 5 is
based upon the accuracy and completeness of the representations and warranties
of TUI and the TUI Shareholders on which CTG will rely. In connection with the
offer and sale of the Exchange Shares, CTG has not conducted any form of general
solicitation or general advertising including advertisements, articles, notices
or other communications published in any newspaper, magazine or similar media,
or broadcast over radio, the Internet or television, or any seminar or meeting
whose attendees have been invited by general solicitation or general
advertising.





Section
4.13.Contracts.





(a)           There
have been delivered or made available to TUI and the TUI Shareholders, or prior
to the Closing there will have been delivered or made available to TUI and the
TUI Shareholders, true, correct and complete copies of each of the contracts set
forth in Schedule 4.13. Each such contract is valid, subsisting, in full force
and effect and binding upon the parties thereto in accordance with its terms,
and neither CTG nor any of its affiliates, as the case may be, is in default in
any respect under any of them.




(b)           Except
for the contracts set forth on Schedule 4.13 and excluding any obligation
referenced in this Agreement, CTG is not a party to any:




(i)           contracts
with any current or former officer, director, employee, consultant, agent or
other representative having more than three (3) months to run from the date
hereof or providing for an obligation to pay and/or accrue compensation of
$100,000 or more per annum, or providing for the payment of fees or other
consideration in excess of $100,000 in the aggregate to any officer or director
of CTG, or to any other entity in which CTG has an interest;




8




(ii)           contracts
for the purchase or sale of equipment or services that contain an escalation,
renegotiation or re-determination clause or that can be cancelled without
liability, premium or penalty only on ninety (90) days’ or more
notice;




(iii)           contracts
for the sale of any of its assets or properties or for the grant to any person
of any preferential rights to purchase any of its or their assets or
properties;




(iv)           contracts
(including, without limitation, leases of real property) calling for an
aggregate purchase price or payments in any one (1) year of more than $100,000
in any one case (or in the aggregate, in the case of any related series of
contracts);




(v)           contracts
relating to the acquisition by CTG of any operating business of, or the
disposition of any operating business by, any other person;




(vi)           executory
contracts relating to the disposition or acquisition of any investment or of any
interest in any person;




(vii)           joint
venture contracts or agreements;




(viii)         contracts
under which CTG agrees to indemnify any party, other than in the ordinary course
of business or in amounts not in excess of $100,000 or to share tax liability of
any party;




(ix)           contracts
containing covenants of CTG not to compete in any line of business or with any
person in any geographical area or covenants of any other person not to compete
with CTG in any line of business or in any geographical area;




(x)           contracts
for or relating to computers, computer equipment, computer software or computer
services; or




(xi)           contracts
relating to the borrowing of money by CTG or the direct or indirect guarantee by
CTG of any obligation for, or an agreement by CTG to service, the repayment of
borrowed money, or any other contingent obligations in respect of indebtedness
of any other Person, including, without limitation:




(A)           any
contract with respect to lines of credit;




(B)           any
contract to advance or supply funds to any other person other than in the
ordinary course of business;




(C)           any
contract to pay for property, products or services of any other person even if
such property, products or services are not conveyed, delivered or
rendered;




9




(D)           any
keep-well, make-whole or maintenance of working capital or earnings or similar
contract; or




(E)           any
guarantee with respect to any lease or other similar periodic payments to be
made by any other person; and





(xii)           any
other material contract whether or not made in the ordinary course of
business.





Section
4.14.Operations of
CTG.  Except as disclosed on Schedule 4.15 or as contemplated
by this Agreement, since the latest filing date of CTG’s Reports, CTG has
not:





(a)           amended
its Articles of Incorporation or Bylaws or merged with or into or consolidated
with any other person or entity, subdivided or in any way reclassified any
shares of its capital stock or changed or agreed to change in any manner the
rights of its outstanding capital stock or the character of its
business;




(b)           issued,
reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or
issued options or rights to subscribe to, or entered into any contract or
commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares
of its capital stock or any bonds, notes, debentures or other evidence or
indebtedness;




(c)           declared
or paid any dividends or declared or made any other distributions of any kind to
its shareholders;




(d)           made
any change in its accounting methods or practices or made any change in
depreciation or amortization policies, except as required by law or generally
accepted accounting principles;




(e)           made
any loan or advance to any of  its shareholders or to any of its
directors, officers or employees, consultants, agents or other representatives,
or made any other loan or advance, otherwise than in the ordinary course of
business;




(f)           sold,
abandoned or made any other disposition of any of its assets or
properties;




(g)           granted
or suffered any lien on any of its assets or properties;




(h)           entered
into or amended any contracts to which it is a party, or by or to which it or
its assets or properties are bound or subject which if existing on the date
hereof would be required to be disclosed in Schedule 4.13;




(i)           made
any acquisition of all or a substantial part of the assets, properties,
securities or business of any other person or entity;




10


(j)           paid,
directly or indirectly, any of its material liabilities before the same became
due in accordance with its terms or otherwise than in the ordinary course of
business;




(k)           terminated
or failed to renew, or received any written threat (that was no subsequently
withdrawn) to terminate or fail to renew, any contract that is or was material
to the assets, liabilities, business, property, operations, prospects, results
of operations or condition (financial or otherwise) of CTG; or




(l)           entered
into any other contract or other transaction that materially increases the
liabilities of CTG.





Section
4.15.Absence of Certain
Changes.  Since the latest filing date of CTG’s Reports, there
has been no event, change or development which could have a material adverse
effect on CTG.





Section
4.16.Material
Information.  This Agreement, the Schedules attached hereto and
all other information provided, in writing, by CTG or representatives thereof to
TUI and the TUI Shareholders, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
any statement contained herein or therein not misleading.  There are
no facts or conditions which have not been disclosed to TUI and the TUI
Shareholders in writing which, individually or in the aggregate, could have a
material adverse effect on CTG or a material adverse effect on the ability of
CTG to perform any of its obligations pursuant to this Agreement.





Section
4.17.Brokerage.  No
broker or finder has acted, directly or indirectly, for CTG nor did CTG incur
any finder’s fee or other commission, in connection with the transactions
contemplated by this Agreement.





ARTICLE
V


REPRESENTATIONS
AND WARRANTIES OF CAI





Section
5.01.Organization, Standing and
Authority; Foreign Qualification. CAI is a corporation duly organized,
validly existing and in good standing under the laws of the State of California
and has all requisite corporate power and authority to own, lease and operate
its properties and to conduct its business as presently conducted and as
proposed to be conducted and is duly qualified or licensed as a foreign
corporation in good standing in each jurisdiction in which the character of its
properties or the nature of its business activities require such
qualification.





Section
5.02.Corporate
Authorization. The execution, delivery and performance by CAI of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of CAI, and this
Agreement constitutes a valid and binding agreement of CAI.




11


Section
5.03.Capitalization.  CAI’s
authorized capital stock consists solely of 10,000,000 shares of common stock,
of which 10,000 shares of common stock are issued and outstanding as of the date
hereof; all of such issued and outstanding shares of CAI’s common stock are duly
authorized, validly issued, fully paid and non-assessable. Except as described
on Schedule 5.03, there are no outstanding options, warrants, agreements or
rights to subscribe for or to purchase, or commitments to issue, shares of CAI’s
common stock or any other security of CAI or any plan for any of the foregoing.
Except as set forth on Schedule 5.03, CAI is not obligated to register the
resale of any of its common stock on behalf of any shareholder of CAI under the
Securities Act.





Section
5.04.Subsidiaries. CAI has
no subsidiary, direct or indirect.





Section
5.05.Omitted.





Section
5.06.Omitted.





Section
5.07.Articles of Incorporation
and Bylaws. (a) CAI has heretofore delivered to TUI and the TUI
Shareholders true, correct and complete copies of its Articles of Incorporation,
certified by the Secretary of State of the State of Nevada and Bylaws or
comparable instruments, certified by the corporate secretary
thereof.





Section
5.08.No
Conflict.  The execution, delivery and performance of this
Agreement and the completion of the transactions contemplated herein will
not:





(a)           violate
any provision of the Articles of Incorporation, Bylaws or other charter or
organizational document of CAI;




(b)           violate,
conflict with or result in the breach of any of the terms of, result in any
modification of the effect of, otherwise give any other contracting party the
right to terminate, or constitute (or with notice or lapse of time or both
constitute) a default under, any contract to which CAI is a party or by or to
which either of its assets or properties, may be bound or subject;




(c)           violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, or any agreement with,
or condition imposed by, any governmental or regulatory body, foreign or
domestic, binding upon CAI or upon the securities, assets or business of
CAI;




(d)           violate
any statute, law or regulation of any jurisdiction as such statute, law or
regulation relates to CAI or to the securities, properties or business of CAI;
or




(e)           result
in the breach of any of the terms or conditions of, constitute a default under,
or otherwise cause an impairment of, any permit or license held by
CAI.





Section
5.09.Litigation. There is
no litigation, suit, proceeding, action or claim at law or in equity, pending or
to CAI’s best knowledge threatened against or affecting CAI or involving any of
CAI’s property or assets, before any court, agency, authority or arbitration
tribunal, including, without limitation, any product liability, workers'
compensation or wrongful dismissal claims, or claims, actions, suits or
proceedings relating to toxic materials, hazardous substances, pollution or the
environment. CAI is not subject to or in default with respect to any notice,
order, writ, injunction or decree of any court, agency, authority or arbitration
tribunal.





12


Section
5.10.Compliance with Laws.
To the best knowledge of CAI, it has complied with all laws, municipal bylaws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any governmental authority applicable to it, its properties
or the operation of its business, except where the failure to comply will not
have a material adverse effect on the business, properties, financial condition
or earnings of CAI.





Section
5.11.True and Correct
Copies. All documents furnished or caused to be furnished to TUI and the
TUI Shareholders by CAI are true and correct copies, and there are no amendments
or modifications thereto except as set forth in such documents.





Section
5.12.Omitted.




Section
5.13.Contracts.





(a)           There
have been delivered or made available to TUI and the TUI Shareholders, at or
prior to the Closing, true, correct and complete copies of each of the contracts
set forth in Schedule 5.13. Each such contract is valid, subsisting, in full
force and effect and binding upon the parties thereto in accordance with its
terms, and neither CAI nor any of its affiliates, as the case may be, is in
default in any respect under any of them.




(b)           Except
for the contracts set forth on Schedule 5.13 and excluding any obligation
referenced in this Agreement, CAI is not a party to any:




(i)           contracts
with any current or former officer, director, employee, consultant, agent or
other representative having more than three (3) months to run from the date
hereof or providing for an obligation to pay and/or accrue compensation of
$100,000 or more per annum, or providing for the payment of fees or other
consideration in excess of $100,000 in the aggregate to any officer or director
of CAI, or to any other entity in which CTG has an interest;




(ii)           contracts
for the purchase or sale of equipment or services that contain an escalation,
renegotiation or re-determination clause or that can be cancelled without
liability, premium or penalty only on ninety (90) days’ or more
notice;




(iii)           contracts
for the sale of any of its assets or properties or for the grant to any person
of any preferential rights to purchase any of its or their assets or
properties;




(iv)           contracts
(including, without limitation, leases of real property) calling for an
aggregate purchase price or payments in any one (1) year of more than $100,000
in any one case (or in the aggregate, in the case of any related series of
contracts);




13




(v)           contracts
relating to the acquisition by CAI of any operating business of, or the
disposition of any operating business by, any other person;




(vi)           executory
contracts relating to the disposition or acquisition of any investment or of any
interest in any person;




(vii)           joint
venture contracts or agreements;




(viii)          contracts
under which CAI agrees to indemnify any party, other than in the ordinary course
of business or in amounts not in excess of $100,000 or to share tax liability of
any party;




(ix)           contracts
containing covenants of CAI not to compete in any line of business or with any
person in any geographical area or covenants of any other person not to compete
with CAI in any line of business or in any geographical area;




(x)           contracts
for or relating to computers, computer equipment, computer software or computer
services; or




(xi)           contracts
relating to the borrowing of money by CAI or the direct or indirect guarantee by
CAI of any obligation for, or an agreement by CAI to service, the repayment of
borrowed money, or any other contingent obligations in respect of indebtedness
of any other Person, including, without limitation:




(A)           any
contract with respect to lines of credit;




(B)           any
contract to advance or supply funds to any other person other than in the
ordinary course of business;




(C)           any
contract to pay for property, products or services of any other person even if
such property, products or services are not conveyed, delivered or
rendered;




(D)           any
keep-well, make-whole or maintenance of working capital or earnings or similar
contract; or




(E)           any
guarantee with respect to any lease or other similar periodic payments to be
made by any other person; and





(xii)           any
other material contract whether or not made in the ordinary course of
business.





Section
5.14.Operations of
CAI.  Except as disclosed on Schedule 5.14 or as contemplated
by this Agreement, since the date of CAI’s inception, CAI has not:





(a)           amended
its Articles of Incorporation or Bylaws or merged with or into or consolidated
with any other person or entity, subdivided or in any way reclassified any
shares of its capital stock or changed or agreed to change in any manner the
rights of its outstanding capital stock or the character of its
business;




14


(b)           issued,
reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or
issued options or rights to subscribe to, or entered into any contract or
commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares
of its capital stock or any bonds, notes, debentures or other evidence or
indebtedness;




(c)           declared
or paid any dividends or declared or made any other distributions of any kind to
its shareholders;




(d)           made
any change in its accounting methods or practices or made any change in
depreciation or amortization policies, except as required by law or generally
accepted accounting principles;




(e)           made
any loan or advance to any of  its shareholders or to any of its
directors, officers or employees, consultants, agents or other representatives,
or made any other loan or advance, otherwise than in the ordinary course of
business;




(f)           sold,
abandoned or made any other disposition of any of its assets or
properties;




(g)           granted
or suffered any lien on any of its assets or properties;




(h)           entered
into or amended any contracts to which it is a party, or by or to which it or
its assets or properties are bound or subject which if existing on the date
hereof would be required to be disclosed in Schedule 5.13;




(i)           made
any acquisition of all or a substantial part of the assets, properties,
securities or business of any other person or entity;




(j)           paid,
directly or indirectly, any of its material liabilities before the same became
due in accordance with its terms or otherwise than in the ordinary course of
business;




(k)           terminated
or failed to renew, or received any written threat (that was no subsequently
withdrawn) to terminate or fail to renew, any contract that is or was material
to the assets, liabilities, business, property, operations, prospects, results
of operations or condition (financial or otherwise) of CAI; or




(l)           entered
into any other contract or other transaction that materially increases the
liabilities of CAI.





Section
5.15.Absence of Certain
Changes.  Since the date of CAI’s inception, there has been no
event, change or development which could have a material adverse effect on
CAI.





Section
5.16.Material
Information.  This Agreement, the Schedules attached hereto and
all other information provided, in writing, by CAI or representatives thereof to
TUI and the TUI Shareholders, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
any statement contained herein or therein not misleading.  There are
no facts or conditions which have not been disclosed to TUI and the TUI
Shareholders in writing which, individually or in the aggregate, could have a
material adverse effect on CAI or a material adverse effect on the ability of
CAI to perform any of its obligations pursuant to this Agreement.




15


Section
5.17.Brokerage.  No
broker or finder has acted, directly or indirectly, for CAI nor did CAI incur
any finder’s fee or other commission, in connection with the transactions
contemplated by this Agreement.





ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES OF TUI AND THE TUI SHAREHOLDERS





TUI and
the TUI Shareholders represent to CTG as follows:





Section
6.01.Organization, Standing and
Authority; Foreign Qualification. TUI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
has all requisite corporate power and authority to own, lease and operate its
properties and to conduct its business as presently conducted and as proposed to
be conducted and is duly qualified or licensed as a foreign corporation in good
standing in each jurisdiction in which the character of its properties or the
nature of its business activities require such qualification.





Section
6.02.Authorization. The
execution, delivery and performance by TUI and the TUI Shareholders of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate or other action, as the case may be,
on the part of TUI and the TUI Shareholders. TUI and the TUI Shareholders have
duly executed and delivered this Agreement and this Agreement constitutes a
valid and binding agreement of TUI and the TUI Shareholders. The TUI Shares to
be transferred to CTG in accordance with this Agreement have been duly
authorized and validly issued, fully paid and non-assessable. Upon transfer of
the TUI Shares, no Encumbrance shall exist thereon.





Section
6.03.Capitalization.





(a)           TUI’s
capital stock consists of 100,000,000 authorized shares of common stock, of
which 66,909,088 shares are issued and outstanding as of the date hereof; all of
such issued and outstanding shares of TUI stock are duly authorized, validly
issued, fully paid and non-assessable.  There are no outstanding
options, warrants, agreements or rights to subscribe for or to purchase, or
commitments to issue, shares of TUI’s common stock or any other security of TUI
or any plan for any of the foregoing.




(b)           None
of the TUI Shares are subject to any option, right of first refusal or any other
restriction on transfer, whether by contract, agreement, applicable law,
regulation or statute, as the case may be.





Section
6.04.Subsidiaries. TUI has
no direct or indirect subsidiaries.





Section
6.05.Sale of Exchange
Shares. Upon completion of the purchase and sale of the Exchange Shares,
TUI and the TUI Shareholders, or their assigns, shall be the beneficial and
record holder or holders of the Exchange Shares. TUI and the TUI Shareholders,
or their assigns, are acquiring the Exchange Shares as principal for their own
account to be held for investment purposes only, not for the benefit of any
other person and not with a view to the resale, distribution or other
disposition of all or any of the Exchange Shares, and are delivering
concurrently with this Agreement, a certificate in the form attached to this
Agreement as Exhibit A.




16




Section
6.06.Restriction onExchangeShares. TUI and the
TUI Shareholders consent to CTG making a notation on its records or giving
instructions to any transfer agent of the restricted shares portion of the
Exchange Shares in order to implement the restriction on transfer set forth and
described herein. TUI and the TUI Shareholders have been independently advised
as to, and are aware of, the restrictions with respect to trading in the
Exchange Shares pursuant to the applicable securities laws and further agrees
that it is solely responsible for compliance with all such restrictions as set
forth in Exhibit A.





Section
6.07.Investment Risk. TUI
and the TUI Shareholders understand that an investment in CTG includes a high
degree of risk, have such knowledge and experience in financial and business
matters, investments, securities and private placements as to be capable of
evaluating the merits and risks of their investment in the Exchange Shares, are
in a financial position to hold the Exchange Shares for an indefinite period of
time, and are able to bear the economic risk of, and withstand a complete loss
of such investment in the Exchange Shares.





Section
6.08.Cooperation. If
required by applicable securities laws or order of a securities regulatory
authority, stock exchange or other regulatory authority, TUI and the TUI
Shareholders will execute, deliver, file and otherwise assist CTG in filing such
reports, undertakings and other documents as may be required with respect to the
issuance of the Exchange Shares.





Section
6.09.Tax Advice. TUI and
the TUI Shareholders are responsible for obtaining such legal, including tax,
advice as it considers necessary or appropriate in connection with the
execution, delivery and performance by it of this Agreement and the transactions
contemplated herein.





Section
6.10.      Investment
Representations.





(a)           All
of the acknowledgements, representations, warranties and covenants set out in
Exhibit A hereto are true and correct as of the date hereof and as of the
Closing Date.




(b)           TUI
and the TUI Shareholders confirm that, to the extent applicable to them, they
are aware of, have complied and will comply with their obligations in connection
with the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and Part VIII
of the Financial Services and Markets Act 2000.





Section
6.11.No
Conflict.  The execution, delivery and performance of this
Agreement and the completion of the transactions contemplated herein will
not:





(a)           violate
any provision of the Articles or Certificate of Incorporation, Bylaws or other
charter or organizational document of TUI;




(b)           violate,
conflict with or result in the breach of any of the terms of, result in any
modification of the effect of, otherwise give any other contracting party the
right to terminate, or constitute (or with notice or lapse of time or both
constitute) a default under, any contract to which TUI or the TUI Shareholders
are a party or by or to which either of their assets or properties, including
the TUI Shares, may be bound or subject;




17




(c)           violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, or any agreement with,
or condition imposed by, any governmental or regulatory body, foreign or
domestic, binding upon TUI and/or the TUI Shareholders or upon the securities,
assets or business of TUI and/or the TUI Shareholders;




(d)           violate
any statute, law or regulation of any jurisdiction as such statute, law or
regulation relates to TUI and/or the TUI Shareholders or to the securities,
properties or business of TUI and/or the TUI Shareholders; or




(e)           result
in the breach of any of the terms or conditions of, constitute a default under,
or otherwise cause an impairment of, any permit or license held by TUI and/or
the TUI Shareholders.





Section
6.12.Articles of Incorporation
and Bylaws.





(a)           TUI
has heretofore delivered to CTG true, correct and complete copies of its
Articles of Incorporation, certified by the Secretary of State of the State of
Nevada, and Bylaws or comparable instruments (certified by the corporate
secretary thereof).




(b)           The
minute books of TUI accurately reflect all actions taken at all meetings and
consents in lieu of meetings of its respective shareholders, and all actions
taken at all meetings and consents in lieu of meetings of its board of directors
and all committees from the date of incorporation to the date
hereof.





Section
6.13.Compliance with
Laws.  To the best of TUI’s and the TUI Shareholder’s
knowledge, neither TUI nor the TUI Shareholders are in violation of any
applicable order, judgment, injunction, award or decree nor are they in
violation of any federal, state, local or foreign law, ordinance or regulation
or any other requirement of any governmental or regulatory body, court or
arbitrator, other than those violations which, in the aggregate, would not have
a material adverse effect on TUI or the TUI Shareholders and have not received
written notice that any violation is being alleged.





Section
6.14.Material
Information.  This Agreement, the Schedules attached hereto and
all other information provided, in writing, by TUI and the TUI Shareholders or
representatives thereof, to CTG, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
any statement contained herein or therein not misleading.  There are
no facts or conditions which have not been disclosed to CTG in writing which,
individually or in the aggregate, could have a material adverse effect on TUI or
the TUI Shareholders or a material adverse effect on the ability of TUI or the
TUI Shareholders to perform any of their obligations pursuant to this
Agreement.





Section
6.15.Actions and
Proceedings.  There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, governmental or regulatory body or
arbitration tribunal against or involving TUI or the TUI
Shareholders.  There are no actions, suits or claims or legal,
regulatory, administrative or arbitration proceedings pending or, to the
knowledge of TUI or the TUI Shareholders, threatened against or involving TUI or
the TUI Shareholders, their respective assets or the TUI Shares.





18


Section
6.16.Contracts.





(a)           There
have been delivered or made available to CTG true, correct and complete copies
of each of the contracts set forth in Schedule 6.16 or in any other
Schedule.  Each such contract is valid, subsisting, in full force and
effect and binding upon the parties thereto in accordance with its terms, and
neither TUI, the TUI Shareholders nor any of their other affiliates, as the case
may be, is in default in any respect under any of them; and




(b)           Except
for the list of contracts and agreements contained in Schedule 6.16 and
excluding any obligation referenced in this Agreement, TUI is not a party to
any:




(i)           contracts
with any current or former officer, director, employee, consultant, agent or
other representative having more than three (3) months to run from the date
hereof or providing for an obligation to pay and/or accrue compensation of
$200,000 or more per annum, or providing for the payment of fees or other
consideration in excess of $200,000 in the aggregate to any officer or director
of TUI, or to any other entity in which TUI has an interest;




(ii)           contracts
for the purchase or sale of equipment or services that contain an escalation,
renegotiation or re-determination clause or that can be cancelled without
liability, premium or penalty only on ninety (90) days’ or more
notice;




(iii)           contracts
for the sale of any of its assets or properties or for the grant to any person
of any preferential rights to purchase any of its assets or
properties;




(iv)           contracts
(including with limitation, leases of real property) calling for an aggregate
purchase price or payments in any one year of more than $200,000 in any one case
(or in the aggregate, in the case of any related series of
contracts);




(v)           contracts
relating to the acquisition by TUI of any operating business of, or the
disposition of any operating business by, any other person;




(vi)           executory
contracts relating to the disposition or acquisition of any investment or of any
interest in any person;




(vii)           joint
venture contracts or agreements;




(viii)          contracts
under which TUI agrees to indemnify any party, other than in the ordinary course
of business or in amounts in excess of $200,000, or to share tax liability of
any party;




(ix)           contracts
containing covenants of TUI not to compete in any line of business or with any
person in any geographical area or covenants of any other person not to compete
with TUI in any line of business or in any geographical area;




19




(x)           contracts
relating to the making of any loan by TUI;




(xi)           contracts
relating to the borrowing of money by TUI or the direct or indirect guarantee by
TUI of any obligation for, or an agreement by TUI to service, the repayment of
borrowed money, or any other contingent obligations in respect of indebtedness
of any other Person, including, without limitation:




(A)           any
contract with respect to lines of credit;




(B)           any
contract to advance or supply funds to any other person other than in the
ordinary course of business;




(C)           any
contract to pay for property, products or services of any other person even if
such property, products or services are not conveyed, delivered or
rendered;




(D)           any
keep-well, make-whole or maintenance of working capital or earnings or similar
contract; or




(E)           any
guarantee with respect to any lease or other similar periodic payments to be
made by any other person; and





(xii)          contracts
for or relating to computers, computer equipment, computer software or computer
services; or




(xiii)         any
other material contract whether or not made in the ordinary course of
business.





Section
6.17.TUI’s Financial
Statements.  TUI has no, and will not have prior to the Closing
Date, operations, and accordingly, is unable to provide financial statements to
CTG.  As of the date of this Agreement, and as of the Closing Date,
the sole asset of TUI is, and will be, the Framework Agreement.





Section
6.18.Operations of
TUI.  Except as contemplated by this Agreement, since the date
of TUI’s incorporation , neither TUI nor the TUI Shareholders have:





(a)           amended
TUI’s Certificate or Articles of Incorporation or Bylaws or merged with or into
or consolidated with any other person or entity, subdivided or in any way
reclassified any shares of its capital stock or changed or agreed to change in
any manner the rights of TUI’s outstanding capital stock or the character of
TUI’s business;




(b)           issued,
reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or
issued options or rights to subscribe to, or entered into any contract or
commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares
of TUI’s capital stock or any bonds, notes, debentures or other evidence or
indebtedness;




20


(c)           declared
or paid any dividends or declared or made any other distributions of any kind to
TUI’s shareholders;




(d)           made
any loan or advance to any of TUI’s directors, officers or employees,
consultants, agents or other representatives, or made any other loan or advance,
otherwise than in the ordinary course of business;




(e)           sold,
abandoned or made any other disposition of any of TUI’s assets or
properties;




(f)           granted
or suffered any lien on any of TUI’s assets or properties;




(g)           entered
into or amended any contracts to which TUI is a party, or by or to which TUI or
TUI’s assets or properties are bound or subject which if existing on the date
hereof would be required to be disclosed in Schedule 6.16;




(h)           made
any acquisition of, or entered into any agreement to acquire, all or a
substantial part of the assets, properties, securities or business of any other
person or entity on behalf of TUI;




(i)           paid,
directly or indirectly, any of TUI’s material liabilities before the same became
due in accordance with its terms or otherwise than in the ordinary course of
business;




(j)           terminated
or failed to renew, or received any written threat (that was no subsequently
withdrawn) to terminate or fail to renew, any contract that is or was material
to the assets, liabilities, business, property, operations, prospects, results
of operations or condition (financial or otherwise) of TUI; or




(k)           entered
into any other contract or other transaction that materially increases the
liabilities of TUI.





Section
6.19.Absence of Certain
Changes.  Since the date of incorporation, there has been no
event, change or development which could have a material adverse effect on
TUI.





Section
6.20.Brokerage.  No
broker or finder has acted, directly or indirectly, for TUI or the TUI
Shareholders nor has TUI or the TUI Shareholders incurred any obligation to pay
any brokerage, finder’s fee or other commission in connection with the
transactions contemplated by this Agreement.





ARTICLE
VII


TUI’S
COVENANTS AND AGREEMENTS





Section
7.01.Conduct of Businesses in the
Ordinary Course.  From the date of this Agreement to the
Closing Date, TUI shall conduct its business substantially in the manner in
which it is currently conducted and to not undertake any of the actions
specified in Sections 6.18, nor enter into any contract described in Section
6.16, without the prior written consent of CTG.




21


Section
7.02.Preservation of Permits and
Services.  From the date of this Agreement to the Closing Date,
TUI shall use its best efforts to preserve any permits and licenses in full
force and effect and to keep available the services, and preserve the goodwill,
of its present officers, employees, agents, and consultants.





Section
7.03.Litigation.   From
the date of this Agreement to the Closing Date, TUI and/or the TUI Shareholders
shall notify CTG promptly of any actions or proceedings of the type described in
Section 6.15 that from the date hereof are threatened or commenced against TUI
and/or the TUI Shareholders or against any officer, director, employee,
properties or assets of TUI with respect to TUI’s affairs, or against any of the
TUI Shares and of any requests for information or documentary materials by any
governmental or regulatory body in connection with the transactions contemplated
hereby.





Section
7.04.Conduct of TUI Pending the
Closing Date.  From the date of this Agreement to the Closing
Date: (a) TUI and the TUI Shareholders shall use their best efforts to conduct
their affairs in such a manner so that, except as otherwise contemplated or
permitted by this Agreement, the representations and warranties contained in
Article VI shall continue to be true and correct on and as of the Closing Date
as if made on and as of the Closing Date; and (b) TUI and/or the TUI
Shareholders shall promptly notify CTG of any event, condition or circumstance
occurring from the date of this Agreement to the Closing Date that would
constitute a violation or breach of this Agreement by TUI and/or the TUI
Shareholders.





Section
7.05.Corporate Examinations and
Investigations.  Prior to the Closing Date, CTG shall be
entitled, through its employees and representatives, to make such reasonable
investigation of the assets, liabilities, properties, business and operations of
TUI, and such examination of the books, records, tax returns, results of
operations and financial condition of TUI. Any such investigation and
examination shall be conducted at reasonable times and under reasonable
circumstances and TUI and its employees and representatives, including without
limitation, their counsel and independent public accountants, shall cooperate
fully with such representatives in connection with such reasonable review and
examination.





Section
7.06.Acquisition
Proposals.  From the date of this Agreement to the Closing
Date, neither TUI, the TUI Shareholders nor any of their officers, directors,
affiliates, employees, representatives or agents, shall, directly or indirectly,
solicit, initiate or participate in any way in discussions or negotiations with,
or provide any information or assistance to, or enter into any contract with any
person, entity or group (other than CTG) concerning any acquisition of a
substantial equity interest in, or in a merger, consolidation, liquidation,
dissolution, disposition of assets of TUI or any disposition of any of the TUI
Shares (an “Acquisition Proposal”) (other than pursuant to the transactions
contemplated by this Agreement), or assist or participate in, facilitate or
encourage any effort or attempt by any other person or entity to do or seek to
do any of the foregoing. TUI and/or the TUI Shareholders shall promptly
communicate to CTG the terms of any Acquisition Proposal, which they may
receive.





ARTICLE
VIII


COVENANTS
AND AGREEMENTS OF CTG AND CAI





Section
8.01.Conduct of Businesses in the
Ordinary Course.  From the date of this Agreement to the
Closing Date, CTG and CAI shall conduct their respective businesses
substantially in the manner in which they are currently conducted and shall not
enter into any contract described in Sections 4.13 and 5.13, or undertake any of
the actions specified in Sections 4.14 and 5.14, without the prior written
consent of TUI or the TUI Shareholders.





22




Section
8.02.Preservation of Permits and
Services.  From the date of this Agreement to the Closing Date,
CTG and CAI shall use their best efforts to preserve any permits and licenses in
full force and effect and to keep available the services of its respective
present officers, employees, consultants and agents and to preserve their
goodwill.





Section
8.03.Litigation.  From
the date of this Agreement to the Closing Date, CTG and CAI shall notify TUI and
the TUI Shareholders of any actions or proceedings of the type described in
Sections 4.09 and 5.09 that are threatened or commenced against CTG or CAI or
against any officer, director, employee, properties or assets of CTG or CAI with
respect to its affairs and of any requests for information or documentary
materials by any governmental or regulatory body in connection with the
transactions contemplated hereby.





Section
8.04.Conduct of CTG Pending the
Closing.  From the date hereof through the Closing
Date:




(a)           CTG
and CAI shall use their best efforts to conduct their affairs in such a manner
so that, except as otherwise contemplated or permitted by this Agreement, the
representations and warranties contained in Article IV and V shall continue to
be true and correct on and as of the Closing Date as if made on and as of the
Closing Date; and




(b)           CTG
and CAI shall promptly notify TUI and the TUI Shareholders of any event,
condition or circumstance occurring from the date hereof through the Closing
Date that would constitute a violation or breach of this Agreement by CTG or
CAI.





Section
8.05.Corporate Examinations and
Investigations.  Prior to the Closing Date, TUI and the TUI
Shareholders shall be entitled, through their employees and representatives, to
make any investigation of the assets, liabilities, properties, business and
operations of CTG and CAI; and such examination of the books, records, tax
returns, results of operations and financial condition of CTG and its
subsidiaries.  Any such investigation and examination shall be
conducted at reasonable times and under reasonable circumstances and CTG and CAI
and the employees and representatives of CTG and CAI, including without
limitation, their counsel and independent public accountants, shall cooperate
fully with such representatives in connection with such reasonable review and
examination.





Section
8.06.Cancellation of CTG Common
Stock.  CTG shall cause the Persons listed on Schedule 8.06 to
return to CTG for cancellation, stock certificates representing an aggregate of
57,600,000 restricted shares of the currently issued and outstanding shares of
CTG common stock, and CTG shall cause such shares to thereafter be
cancelled.





Section
8.07.Amendment to Articles of
Incorporation.  CTG shall cause its Articles of Incorporation
to be amended (i) to provide for the authorization of Series A Common Stock and
Series B Common Stock, including, but not necessarily limited to, with certain
rights and preferences as set forth in Section 2.01(b), and (ii) to authorize
the issuance (in addition to the Exchange Shares) of an aggregate of 25,000,000
shares of preferred stock, to be issued from to time by the Board of Directors
of CTG and containing such rights, privileges and designations (including
conversion rights, redemption rights, voting rights and dividends, or the
absence thereof) as the Board of Directors may, from time to time determine (the
“Preferred Stock”).





ARTICLE
IX


CONDITIONS
PRECEDENT TO THE OBLIGATION OF CTG TO CLOSE





The
obligations of CTG to be performed by it at the Closing pursuant to this
Agreement are subject to the fulfillment on or before the Closing Date, of each
of the following conditions, any one or more of which may be waived by it, to
the extent permitted by law:




23


Section
9.01.Representations and
Covenants.





(a)           The
representations and warranties of TUI and the TUI Shareholders contained in this
Agreement shall be true and correct on and as of the Closing Date with the same
force and effect as though made on and as of the Closing Date, except that any
of such representations and warranties that are given as of a particular date
and relate solely to a particular date or period shall be true as of such date
or period; and




(b) TUI and
the TUI Shareholders shall have performed and complied with all covenants and
agreements required by this Agreement to be performed or complied with by them
on or before the Closing Date. TUI and the TUI Shareholders shall have delivered
to CTG a certificate, dated the Closing Date, and signed by TUI and the TUI
Shareholders to the foregoing effect.





Section
9.02.Governmental Permits and
Approvals.





(a)           All
approvals, authorizations, consents, permits and licenses from governmental and
regulatory bodies required for the transactions contemplated by this Agreement
and to permit the business currently carried on by TUI to continue to be carried
on by TUI substantially in the same manner immediately following the Closing
Date shall have been obtained and shall be in full force and effect, and CTG
shall have been furnished with appropriate evidence, reasonably satisfactory to
them, of the granting of such approvals, authorizations, consents, permits and
licenses; and




(b)           There
shall not have been any action taken by any court, governmental or regulatory
body then prohibiting or making illegal on the Closing Date the transactions
contemplated by this Agreement;





Section
9.03.Third Party
Consents.  All consents, permits and approvals from parties to
contracts with TUI and/or the TUI Shareholders that may be required in
connection with the performance by TUI and/or the TUI Shareholders of their
obligations under this Agreement or the continuance of such contracts with TUI
and/or the TUI Shareholders in full force and effect after the Closing Date,
shall have been obtained.





Section
9.04.Litigation.  No
action, suit or proceeding shall have been instituted and be continuing or be
threatened by any person to restrain, modify or prevent the carrying out of the
transactions contemplated hereby, or to seek damages in connection with such
transactions, or that has or could have a material adverse effect on TUI, the
TUI Shareholders or on the TUI Shares.





Section
9.05.Closing
Documents.  TUI and the TUI Shareholders shall have executed
and delivered the documents described in Section 2.03 above.





ARTICLE
X


CONDITIONS
PRECEDENT TO THE OBLIGATION OF TUI TO CLOSE





The
obligations of TUI and/or the TUI Shareholders to be performed by them at the
Closing pursuant to this Agreement are subject to the fulfillment, on or before
the Closing Date, of each the following conditions, any one or more of which may
be waived by it, to the extent permitted by law:





Section
10.01.Representations and
Covenants.





(a)           The
representations and warranties of CTG and CAI contained in this Agreement shall
be true and correct on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date, except that any of such
representations and warranties that are given as of a particular date and relate
solely to a particular date or period shall be true as of such date or period;
and




24




(b)           CTG
and CAI shall have performed and complied with all covenants and agreements
required by this Agreement to be performed or complied with by it on or before
the Closing Date. CTG and CAI shall have delivered to TUI and the TUI
Shareholders a certificate dated the Closing Date, and signed by an authorized
signatory of CTG CAI to the foregoing effect.





Section
10.02.Governmental Permits and
Approvals.





(a)           All
approvals, authorizations, consents, permits and licenses from governmental and
regulatory bodies required for the transactions contemplated by this Agreement
and to permit the business currently carried on by TUI to continue to be carried
on by TUI substantially in the same manner immediately following the Closing
Date shall have been obtained and shall be in full force and effect, and TUI and
the TUI Shareholders shall have been furnished with appropriate evidence,
reasonably satisfactory to them, of the granting of such approvals,
authorizations, consents, permits and licenses; and




(b)           There
shall not have been any action taken by any court, governmental or regulatory
body then prohibiting or making illegal on the Closing Date the transactions
contemplated by this Agreement.





Section
10.03.Third Party
Consents.  All consents, permits and approvals from parties to
contracts with TUI and the TUI Shareholders that may be required in connection
with the performance by CTG and CAI of their obligations under this Agreement or
the continuance of such contracts with CTG and CAI in full force and effect
after the Closing Date, shall have been obtained.





Section
10.04.Litigation.  No
action, suit or proceeding shall have been instituted and be continuing or be
threatened by any person to restrain, modify or prevent the carrying out of the
transactions contemplated hereby, or to seek damages in connection with such
transactions, or that has or could have a material adverse effect on CTG or
CAI.





Section
10.05.Closing
Documents.  CTG and CAI shall have executed and delivered the
documents described in Section 2.04 and 2.05 above.





ARTICLE
XI


TERMINATION


Section
11.01.Termination.





(a)           Notwithstanding
anything to the contrary in this Agreement, this Agreement may be terminated and
the Share Exchange and the other transactions contemplated by this Agreement
shall be abandoned at any time prior to the Closing:




(i)           by
mutual written consent of Trussnet and CTG;




(ii)           by
either Trussnet or CTG in the event that a temporary restraining order,
preliminary or permanent injunction or other judicial order preventing the
consummation of the Share Exchange or any of the other transactions contemplated
hereby shall have become final and non-appealable; provided, that, the party
seeking to terminate this Agreement pursuant to this clause (ii) shall
have used all commercially reasonable efforts to have such order, injunction or
other order vacated;




25


(iii)           by
either the TUI Shareholders or CTG, if the Closing does not occur on or prior to
May 31, 2008 (the “Termination Date”);
provided, however, that the
right to terminate this Agreement under this clause (iii) shall not be
available to any Party whose material breach of this Agreement has been the
cause of, or resulted in, the failure of the Closing to occur on or before the
Termination Date;




(iv)           by
CTG if CTG is not then in material breach of this Agreement and if there shall
have been any breach by the TUI Shareholders (which has not been waived) of one
or more of its representations or warranties, covenants or agreements set forth
in this Agreement, which breach or breaches (A) would give rise to the failure
of a condition set forth in Section 9.01, and (B)
shall not have been cured within thirty (30) days following receipt by the TUI
Shareholders of written notice of such breach, or such longer period in the
event that such breach cannot reasonably be expected to be cured within such
30-day period and the TUI Shareholders is diligently pursuing such cure, but in
no event later than the Termination Date;




(v)           by
the TUI Shareholders if the TUI Shareholders are not then in material breach of
this Agreement and if there shall have been any breach by CTG (which has not
been waived) of one or more of its representations or warranties, covenants or
agreements set forth in this Agreement, which breach or breaches (A) would give
rise to the failure of a condition set forth in Section 8.06 or8.07, as applicable,
and(B) shall not have been cured within
thirty (30) days following receipt by CTG of written notice of such breach;
or




(vi)           by
either the TUI Shareholders or CTG if the Closing shall not have occurred on or
before the Termination Date and both the TUI Shareholders and CTG are in
material breach of this Agreement.




(b)           In
the event of termination by the TUI Shareholders or CTG pursuant to this Section
11.01, written notice thereof shall forthwith be given to the other Party and
the transactions contemplated by this Agreement shall be terminated, without
further action by any Party. If the transactions contemplated by this Agreement
are terminated as provided herein, the TUI Shareholders shall immediately cause
each of nominees appointed to the Board of Directors of CTG and/or appointed as
officers of CTG to resign from all such positions.





Section
11.02.Effect of
Termination.  If this Agreement is terminated and the
transactions contemplated hereby are abandoned as described in Section11.01,
this Agreement shall become null and void and of no further force and effect,
except for the provisions of (i) Section 11.01 and this Section 11.02; (ii)
Section 12.15 relating to certain expenses; and (iii) Section 12.01 relating to
publicity. Nothing in this Section 11.02 shall be deemed to release any Party
from any liability for any breach by such Party of the terms, conditions,
covenants and other provisions of this Agreement or to impair the right of any
Party to compel specific performance by any other Party of its obligations under
this Agreement.





ARTICLE
XII


MISCELLANEOUS





Section
12.01.Public
Notices.  The Parties agree that all notices to third parties
and all other publicity concerning the transactions contemplated by this
Agreement shall be jointly planned and coordinated and no Party shall act
unilaterally in this regard without the prior approval of the others, such
approval not to be unreasonably withheld.




26


Section
12.02.Time.  Time
shall be of the essence hereof.





Section
12.03.Notices.  Any
notice or other writing required or permitted to be given hereunder or for the
purposes hereof shall be sufficiently given if delivered or faxed to the Party
to whom it is given or, if mailed, by prepaid registered mail addressed to such
Party at:





if to
TUI, at:





George
Alvarez


Capital Truss,
Inc.


8105 Irvine Center Drive,
Suite 800


Irvine, CA
92618


Facsimile:
949-585-0072





if to the
TUI Shareholders, at:





Matthew
Jennings


Westmoore Management,
LLC


8141 E. Kaiser, Suite
312


Anaheim Hills,
CA92808


Facsimile:
714-998-4426




With a copy
to:


Lawrence M. Cron,
Esq.


Horwitz Cron &
Jasper


Four Venture, Suite
390


Irvine, CA
92618


Facsimile:
949-453-8774





if to CTG
and/or CAI, at:












27




With a copy
to:




W. Scott Lawler,
Esq.


Lawler & Associates,
PLC


11622 El Camino Real, Suite
100


San Diego, California
92130


Facsimile:
951-676-4988




Or at
such other address as the Party to whom such writing is to be given shall have
last notified to the Party giving the same in the manner provided in this
article. Any notice mailed shall be deemed to have been given and received on
the fifth Business Day next following the date of its mailing unless at the time
of mailing or within five (5) Business Days thereafter there occurs a postal
interruption which could have the effect of delaying the mail in the ordinary
and usual course, in which case any notice shall only be effectively given if
actually delivered or sent by telecopy. Any notice delivered or faxed to the
Party to whom it is addressed shall be deemed to have been given and received on
the Business Day next following the day it was delivered or faxed.





Section
12.04.Governing Law; Venue;
Submission to Jurisdiction.  This Agreement shall be governed
by and construed and enforced in accordance with, the internal laws of the State
of California without regard to the conflict of laws principles thereof as the
same apply to agreements executed solely by residents of the State of California
and wholly to be performed within the State of California.  Each of
the Parties submits to the jurisdiction of any state or federal court sitting in
the State of California in any action or proceeding arising out of or relating
to this Agreement, agrees that all claims in respect of the action or proceeding
may be heard and determined in any such court, and agrees not to bring any
action or proceeding arising out of or relating to this Agreement in any other
court.  Each of the Parties waives any defense or inconvenient forum
to the maintenance of any action or proceeding so brought and waives any bond,
surety, or other security that might be required of any other Party with respect
thereto.





Section
12.05.Settlement of
Disputes.  Any dispute arising out of or in connection with
this Agreement, including, without limitation, any question regarding its
existence, validity, interpretation, breach, or termination (a "Dispute"), which
cannot be amicably settled between the Parties, shall be finally and exclusively
resolved by arbitration in the State of California.




Section
12.06.Severability.  If
a court of competent jurisdiction determines that any one or more of the
provisions contained in this Agreement is invalid, illegal or unenforceable in
any respect in any jurisdiction, the validity, legality and enforceability of
such provision or provisions shall not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby, unless in either case as a result of such determination this
Agreement would fail in its essential purpose.




Section
12.07.Entire
Agreement.  This Agreement constitutes the entire agreement
between the Parties and supersedes all prior agreements and understandings, oral
or written, by and between any of the Parties with respect to the subject matter
hereof.




28




Section
12.08.Further
Assurances.  The Parties shall with reasonable diligence, do
all such things and provide all such reasonable assurances as may be required to
consummate the transactions contemplated by this Agreement, and each Party shall
provide such further documents or instruments required by the other Party as may
be reasonably necessary or desirable to give effect to the purpose of this
Agreement and carry out its provisions whether before or after the Closing
Date.




Section
12.09.Inurement.  This
Agreement and each of the terms and provisions hereof shall inure to the benefit
of and be binding upon the Parties and their respective heirs, executors,
administrators, personal representatives, successors and assigns.




Section
12.10.Confidentiality.





(a)           All
aspects and terms of the transaction contemplated by this Agreement and all
information and data in whatever form (including written, oral or electronic)
related thereto received by a Party from the other Party (collectively,
“Confidential Information”) shall be held in strict confidence by the Parties,
and not disclosed to any third parties except as otherwise set forth in this
Section 12.10.  The Parties agree to treat all information furnished
by or on behalf of any Party hereto in accordance with the provisions of this
Section 12.10 and to take, or abstain from taking, the other actions set forth
herein.  The Parties agree that the Confidential Information shall be
used solely for the purpose of evaluating the transactions contemplated hereby
and will be kept confidential by such Party, its officers, directors, employees,
representatives, agents and advisors, provided that either Party may, without
such approval, disclose Confidential Information: (i) to the receiving Party’s
officers, directors, employees, representatives, agents and advisors, including
outside professional advisors, who need to know the Confidential Information for
the purpose of evaluating the Acquisition and agree in writing to be bound by
the terms of confidentiality set forth in this Section 12.10, (ii) to any bank
or financial institution from whom such Party is seeking or obtaining finance,
upon obtaining a similar undertaking of confidentiality (but excluding this
proviso) from such bank or institution, (iii) to which the disclosing Party has
consented to in writing, (iv) as required by applicable law or the requirements
of any recognized stock exchange in compliance with its rules and regulations,
(v) to any government agency or tax authority lawfully requiring such
information, or (vi) to any court of competent jurisdiction acting in pursuance
of its powers.




(b)           If
this Agreement is terminated in accordance with Article XI hereof, a Party that
has received Confidential Information from the other Party shall return such
Confidential Information to the other Party upon its written request and will
not retain any copies, extracts or other reproductions thereof.  If
any Party or any of its representatives are requested in any proceeding to
disclose any of the Information, such Party will provide the disclosing Party
with prompt prior written notice of such request so that the disclosing Party
may seek a protective order or other appropriate remedy or waive compliance with
the terms of this Agreement.




(c)           The
Parties agree that, without the prior written consent of the other Party, which
may be withheld in such Party’s sole discretion, none of the Parties shall
disclose any provision of this Agreement, or its existence, to any third party
except as otherwise set forth in this Section 12.10.




29


Section
12.11.Public
Disclosure.  Before the Closing and except as otherwise agreed
by the Parties, no Party will make any public release of information regarding
the transactions contemplated hereby, except as may be required by such Party
pursuant to any applicable law, rules, regulations or statutes.





Section
12.12.Assignment, Successors and
Assigns.  Neither Party may assign (directly, or indirectly by
way of merger, amalgamation, stock sale or any similar procedure) any of its
rights or obligations hereunder.





Section
12.13.Waiver.  Except
as provided in this Article, no action taken or inaction pursuant to this
Agreement will be deemed to constitute a waiver of compliance with any
warranties, conditions or covenants contained in this Agreement and will not
operate or be construed as a waiver of any subsequent breach, whether of a
similar or dissimilar nature.  No waiver of any right under this
Agreement shall be binding unless executed in writing by the Party to be bound
thereby.





Section
12.14.Counterparts.  This
Agreement may be executed in as many counterparts as may be necessary or by
facsimile and each such counterpart agreement or facsimile so executed shall be
deemed to be an original and such counterparts and facsimile copies together
shall constitute one and the same instrument and shall be valid and
enforceable.





Section
12.15.Fees and
Costs.  Each Party shall pay their own costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby.





IN
WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day
and year first above written.




CHINA TEL GROUP,
      INC.
              TRUSSNET USA,
      INC.,a Nevada
      corporation
              a Nevada
      corporationBy:_______________________________
              By:_______________________________Name:
              Name:Title:
              Title:CHINACOMM
      ACQUISITION, INCa California
      corporationBy:_______________________________Name:Title:
   30








TRUSSNET USA, INC.
      ShareholdersBy:_______________________________
            By:_______________________________Name:
            Name:By:_______________________________
            By:_______________________________Name:
            Name:By:_______________________________
            By:_______________________________Name:
            Name:By:_______________________________
            By:_______________________________Name:
            Name:By:_______________________________
            By:_______________________________Name:
            Name:By:_______________________________
            By:_______________________________Name:
            Name:By:_______________________________
            By:_______________________________Name:
            Name:By:_______________________________
            By:_______________________________Name:
            Name:






31




EXHIBIT
A





CERTIFICATE
OF U.S. PERSON


This
Certificate of U.S. Person is being executed and delivered by all of the SHAREHOLDERS (the “Shareholders” or “Subscriber”) of TRUSSNET USA, INC., a Nevada
corporation (“Trussnet”), in connection of
the closing of the transactions contemplated by and set forth in that certain
Reorganization and Merger Agreement dated May 21, 2008 (the “Agreement”), by and among
CHINA TEL GROUP, INC., a
Nevada corporation (“CTG” or the “Issuer”), CHINACOMM ACQUISITION, INC., a
California corporation, TRUSSNET USA, INC.,a Nevada
corporation (“Trussnet”), and all of the
SHAREHOLDERSofTRUSSNET.





A “United
States Subscriber” is any person in the United States or any “U.S. person” as
defined in Regulation S under the United States Securities Act of
1933.  This will include (a) any natural person resident in the United
States; (b) any partnership or corporation organized or incorporated under the
laws of the United States; (c) any trust of which any trustee is a U.S. person;
(d) any partnership or corporation organized outside the United States by a U.S.
person principally for the purpose of investing in Shares not registered under
the U.S. Securities Act of 1933, unless it is organized or incorporated, and
owned, by accredited investors who are not natural persons, estates or trusts;
(e) any estate of which any executor or administrator is a U.S.
person.





The
undersigned Subscriber
covenants, represents and warrants to the Issuer that:





(a)           it
understands that the Securities have not been and will not be registered under
the U.S. Securities Act and that the sale contemplated hereby is being made in
reliance on the exemption from such registration requirement provided by Rule
506 of Regulation D;





(b)           it
understands that the enforcement of civil liabilities under the United States
federal securities laws may be affected adversely by the fact that the
Corporation is organized under the laws of the Cayman Islands, and that most of
or all of the assets of the Corporation are or will be located outside of the
United States;





(b)           it
understands and agrees that there may be material tax consequences to the
Subscriber of an acquisition, disposition or exercise of any of the
Securities.  The Issuer gives no opinion and makes no representation
with respect to the tax consequences to the Subscriber under United States,
state, local or foreign tax law of the undersigned’s acquisition or disposition
of such Shares. In particular, no determination has been made whether the Issuer
will be a “passive foreign investment company” (“PFIC”) within the meaning of
Section 1291 of the United States Internal Revenue Code;





(c)           it
understands and acknowledges that upon the issuance thereof, and until such time
as the same is no longer required under the applicable requirements of the U.S.
Securities Act of 1933 or applicable state securities laws and regulations, the
certificates representing the Securities will bear a legend in substantially the
following form:





“The
Securities represented hereby have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities
Act”).  The holder hereof, by purchasing such Securities, agrees for
the benefit of the Issuer that such Securities may be offered, sold, pledged or
otherwise transferred only (a) to the Issuer, (b) outside the United States in
accordance with Rule 904 of Regulation S under the U.S. Securities Act if
applicable, (c) inside the United Sates (1) pursuant to the exemption from the
registration requirements under the U.S. Securities Act provided by Rule 144
thereunder, if available, and in accordance with applicable state securities
laws, or (2) in a transaction that does not require registration under the U.S.
Securities Act or any applicable state laws and regulations governing the offer
and sale of securities, and the holder has prior to such sale furnished to the
Issuer an opinion of counsel or other evidence of exemption in form and
substance reasonably satisfactory to the Corporation.”




32




(d)           it
consents to the Issuer making a notation on its records or giving instruction to
the registrar and transfer agent of the Issuer in order to implement the
restrictions on transfer set forth and described herein;





(e)           it
is a resident of the State of ___________________________________;





(f)           either
alone or with its purchaser representative1, it has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Securities and it is
able to bear the economic risk of loss of its entire investment;





(g)           the
Issuer has provided to it the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering and to obtain any additional
information which the Issuer possesses or can acquire without unreasonable
effort or expense that is necessary to verify the accuracy of the information
provided to it;





(h)           it
is acquiring the Securities for its own account, for investment purposes only
and not with a view to any resale, distribution or other disposition of the
Securities in violation of the United States Securities laws; and





(i)           if
it decides to offer, sell or otherwise transfer any of the Securities, it will
not offer, sell or otherwise transfer any of such Shares directly or indirectly,
unless:


(i)           the
sale is to the Issuer;


(ii)           the
sale is made outside the United States in a transaction meeting the requirements
of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with
applicable local laws and regulations;


(iii)           the
sale is made pursuant to the exemption from the registration requirements under
the U.S. Securities Act provided by Rule 144 thereunder and in accordance with
any applicable state Securities or “Blue Sky” laws; or


(iv)           the
Securities are sold in a transaction that does not require registration under
the U.S. Securities Act or any applicable state laws and regulations governing
the offer and sale of Shares, and, in the case of clauses (ii) or (iii) above,
it has prior to such sale furnished to the Issuer an opinion of counsel or other
evidence of exemption in form and substance reasonably satisfactory to the
Issuer.


The
Subscriber, by initially one of the categories below, represents and warrants to
the Issuer that it is an “accredited investor” as defined in Regulation D
(please place your initials on the appropriate line(s); if no categories are
applicable, please do not place your initials beside any category):




33




_________
            Category
      1.
            A
      bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether
      acting in its individual or fiduciary capacity; or_________
            Category
      2.
            A
      savings and loan association or other institution as defined in Section
      3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or
      fiduciary capacity; or_________
            Category
      3.
            A
      broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of
      1934; or_________
            Category
      4.
            An
      insurance company as defined in Section 2(13) of the U.S. Securities Act;
      or_________
            Category
      5.
            An
      investment company registered under the Investment Issuer Act of
      1940; or_________
            Category
      6.
            A
      business development company as defined in Section 2(a)(48) of the Investment Issuer Act of
      1940; or_________
            Category
      7.
            A
      small business investment company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment Act
      of 1958; or_________
            Category
      8.
            A
      plan established and maintained by a state, its political subdivision or
      any agency or instrumentality of a state or its political subdivisions,
      for the benefit of its employees, with assets in excess of US$5,000,000;
      or_________
            Category
      9.
            An
      employee benefit plan within the meaning of the Employee Retirement Income
      Security Act of 1974 in which the investment decision is made by a
      plan fiduciary, as defined in Section 3(21) of such Act, which is either a
      bank, savings and loan association, insurance company or registered
      investment advisor, or an employee benefit plan with total assets in
      excess of US$5,000,000 or, if a self-directed plan, the investment
      decisions are made solely by persons who are accredited investors;
      or_________
            Category
      10.
            A
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisors
      Act of 1940; or_________
            Category
      11.
            An
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      a corporation, a Massachusetts or similar business trust, or a
      partnership, not formed for the specific purpose of acquiring the
      Securities, with total assets in excess of US$5,000,000;
  or_________
            Category
      12.
            A
      director, executive officer or general partner of the Issuer;
      or




34




_________
            Category
      13.
            A
      natural person whose individual net worth, or joint net worth with that
      person’s spouse, at the time of this purchase exceeds US$1,000,000;
      or_________
            Category
      14.
            A
      natural person who had an individual income in excess of US$200,000 in
      each year of the two most recent years or joint income with that person’s
      spouse in excess of US$300,000 in each of those years and has a reasonable
      expectation of reaching the same income level in the current year;
      or_________
            Category
      15.
            A
      trust, with total assets in excess of US$5,000,000, not formed for the
      specific purpose of acquiring the Securities offered, whose purchase is
      directed by a sophisticated person as described in SEC Rule 506(b)(2)(ii);
      or_________
            Category
      16.
            An
      entity in which each of the equity owners meets the requirements of one of
      the above categories.










Date




Duly
authorized signatory for Subscriber




(Print
name of Subscriber)






35


EXHIBIT
B





FRAMEWORK
AGREEMENT








36




SCHEDULE
4.03


CHINA
TEL GROUP INC.


OUTSTANDING
OPTIONS


AS
AT THE DATE OF


REORGANIZATION
AND MERGER AGREEMENT





Convertible
Securities





Convertible
Notes





Convertible
Promissory Notes due December 31, 2008, in the principal amount of
$17,240,440.26, convertible into shares of CTG Series A Common Stock at the
conversion price of $0.95 per share.





Warrants




None.





Options




None.








Pending
Options





None.





ROFR and Pre-Emptive
Rights





None.






37




SCHEDULE
4.13





LIST
OF CTG CONTRACTS








38





SCHEDULE
4.15





OPERATIONS
OF CTG










39




SCHEDULE
5.03





CAI’S OUTSTANDING OPTIONS,WARRANTS, AGREEMENTS OR RIGHTS


AS
AT THE DATE OF SHARE EXCHANGE AGREEMENT








None.






40


SCHEDULE
5.13





LIST
OF CAI CONTRACTS





None.







41


SCHEDULE
5.14





OPERATIONS
OF CAI





None.







42




SCHEDULE
6.16





LIST
OF TUI CONTRACTS





1.           Framework
Agreement by and between TUI and CECT-Chinacomm Communications Co, Ltd.
(“Chinacomm”) dated April 7,  2008 (the “Framework Agreement”)
attached as Exhibit A to this Agreement.









43




SCHEDULE
8.06





CANCELLATION OF CTG COMMON
STOCK








MICHAEL
      LAIDLAW
            36,000,000
      SHARESWILLIAM
      TIMMINS
            21,600,000
      SHARES










44