EXHIBIT
        10.01

      


      Unicom
        Huasheng Telecommunication Technology Co., Ltd.

       

      And

       

      Dalian
        Daxian Distribution Company

       

      &

       

      Beijing
        Xelent Tech & Trading Co., Ltd.

       

      X180
        Mobile Terminal Purchase Contract

       

      Contract
        No.: CUHS—ZBCG07 047

      


      


      Place
        of
        Execution: Beijing, China

      Date
        of
        Execution: May 31st, 2007

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CONTENTS

       

      Article
        1
        General
        Principles

       

      Article
        2
        Contents
        and Requirements of the Objects Hereof

       

      Article
        3
        Samples
        and Seal-up

       

      Article
        4
        Price
        and Quantity

       

      Article
        5
        Price
        Protection

       

      Articles
        6
        Terms of
        Payment

       

      Article
        7
        Supply
        Plan and Its Adjustment

       

      Article
        8
        Packing
        and Transport

       

      Article
        9
        Delivery
        and Checking before Acceptance

       

      Article
        10
        Quality
        Assurance and After-sale Service

       

      Article
        11
        Compensation for Breach of Contract

       

      Article
        12
        Force
        Majeure

       

      Article
        13
        Arbitration

       

      Article
        14
        Intellectual Property Rights, Confidentiality and Trademark

       

      Article
        15
        Alterations of This Contract

       

      Article
        16
        Miscellaneous

       

      Article
        17
        Effectiveness and Texts of This Contract

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    

      Contents
        of Annex

       

      Annex
        1
        Product Technical Requirements (including relevant technical standard
        qualification certificates issued by Ministry of Information Industry and
        China
        Unicom and test reports, etc.)

       

      Annex
        2
        Product Configuration Requirements (including configuration colors, appearance,
        sales package, etc.)

       

      Annex
        3
        Market Coordination Measures

       

      Annex
        4
        Supply Plan

       

      Annex
        5
        Procedures of Transport and Distribution

       

      Annex
        6
        Samples for Cargo Receipt

       

      Annex
        7
        After-sale Service Measures and Network Status

       

      Annex
        8
        Factory Inspections and Factory Test Plan

       

      Annex
        9
        Q&A of Business Provisions

       

      Annex
        10
        Strategy Cooperation Agreement between Party B and Party C

       

      Annex
        11
        Memorandums of Uncovered Matters

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    

      Parties
        Hereto:

      Party
        A: Unicom Huasheng Telecommunication Technology Co., Ltd.

      Registered
        Office: Henderson Center, 18 Jianguomennei Avenue, Dongcheng District,
        Beijing

      Postal
        Code: 100005

      Business
        License No.: 1100001860009

      
        	
                Legal
                  Representative: Yang Xiaowei

              	
                Title:
                  Board Chairman

              
	
                Telephone:

              	
                Tax:

              


      

      


      Party
        B: Dalian Daxian Distribution Company

      Registered
        Office: 2 Liaohedong Road, Double D Port, High-Tech Industrial Zone

      Postal
        Code: 116620

      Business
        License No. Da Xin Gong Shang Qi Fa Zi 2102311101261

      
        
          	
                  Legal
                    Representative: Zhao Xueguang

                	
                  Title:
                    General Manager

                
	
                  Telephone:
                    0411-87327777

                	
                  Tax:
                    0411-87315555

                


        

      

      


      Party
        C: Beijing Xelent Tech & Trading Co., Ltd.

      Registered
        Office: 20G, Building A, Chengming Building, 2 Xizhimennan Avenue, Xicheng
        District, Beijing

      Postal
        Code: 100035

      Business
        License No. Qi Du Jing Zong Fu Zi No. 022241

      
        	
                Legal
                  Representative: Wang Xin

              	
                Title:
                  General Manager

              
	
                Telephone:
                  010-85653777

              	
                Fax:
                  010-85653666

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Article
        1 General Principles


      
        
          	
                  1.

                	
                  Unicom
                    Huasheng Telecommunication Technology Co., Ltd. (hereinafter
                    referred to
                    as “Party A”) is a limited liability company established in Beijing under
                    the laws of the People’s Republic of China with continuous and legal existence.

                


        

        
          	
                  2.

                	
                  Dalian
                    Daxian Distribution Company (hereinafter referred to as “Party B”) is a
                    limited liability company established in Dalian under the laws
                    of the
                    People’s Republic of China with continuous and legal
                    existence.

                


        

        
          	
                  3.

                	
                  Beijing
                    Xelent Tech & Trading Co., Ltd.(hereinafter referred to as “Party C”)
                    is a limited liability company established in Beijing under the
                    laws of
                    the People’s Republic of China with continuous and legal
                    existence.

                


        

        
          	
                  4.

                	
                  Party
                    B and Party C agree to carry out their productions in accordance
                    with
                    Product Technical Requirements (see Annex 1) and Product Configuration
                    Requirements (see Annex 2) supplied by Party A and to sell the
                    object
                    hereof to Party A; Party A agrees to purchase the object hereof
                    from Party
                    B and Party C.

                


        

        
          	
                  5.

                	
                  Party
                    A, Party B and Party C agree in unanimity to execute this Contract
                    in
                    accordance with Chinese laws.

                


        

         

        
          Article
            2 Contents and Requirements of the Objects Hereof


          
            	
                    1.

                  	
                    The
                      objects hereof means Daxian X180 Mobile Terminal manufactured
                      by Party C
                      and supplied by Party B which contains all configurations stipulated
                      in
                      Annex 2 (hereinafter referred to as the Contract
                      Product).

                  


          

          
            	
                    2.

                  	
                    The
                      Contract Product manufactured by Party C and supplied by Party
                      B hereunder
                      shall comply with the stipulations of Annex 1 “Product Technical
                      Requirements” and Annex 2 “Product Configuration Requirements”. Annex 1
                      and Annex 2 may be altered prior to the delivery of the Contract
                      Product
                      after consultations between Party A, Party B and Party
                      C.

                  


          

          
            	
                    3.

                  	
                    The
                      Contract Product manufactured by Party C and supplied by Party
                      B hereunder
                      shall comply with relevant standards of Ministry of Information
                      Industry
                      and China Unicom. Before the Contract Product is delivered,
                      this type of
                      mobile terminal shall acquire corresponding qualification certificates
                      issued by Ministry of Information
                      Industry.

                  


          

          
            	
                    4.

                  	
                    Before
                      the Contract Product is delivered, this type of mobile terminal
                      shall pass
                      the network test organized by China Unicom. In case any serious
                      defect or
                      blemish found in this type of mobile terminal may influence
                      normal use by
                      final users, Party A shall have the right to promptly suspend
                      this
                      Contract, or consult with executive provisions hereof over
                      again, or
                      terminate this Contract.

                  


          

          
          

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

          
            	
                    5.

                  	
                    Before
                      Party B and Party C make any alteration of the design of the
                      Contract
                      Product other than that stipulated by this Contract and its
                      Annex, Party
                      A’s written consent shall be
                      acquired.

                  


          

          
            	
                    6.

                  	
                    Party
                      B and Party C shall ensure that the update and upgrade of the
                      software
                      herein have legal and valid authorizations, and shall ensure
                      Party A to
                      keep possessing a legal and valid license after the update
                      and upgrade of
                      the software.

                  


          

          
            	
                    7.

                  	
                    Party
                      B and Party C have no any objection against Party A’s reselling of the
                      Contract Product, and Party A agrees to limit the sales market
                      scope
                      concerning the Contract Product within the People’s Republic of China (not
                      including Hong Kong, Macao and
                      Taiwan).

                  


          

          
            	
                    8.

                  	
                    The
                      purchase manner hereof is buy-out, thus Party B hereby promises
                      as
                      follows:.

                  


          

        

        
          
            	
                    .1.

                  	
                    From
                      the date of execution hereof to the date when Party B ceases
                      to supply,
                      Party B will not sell the Contract Product or any product with
                      similar
                      appearance to the Contract Product at any price to any third
                      party
                      (including Party A’s subsidiaries and
                      affiliates);

                  


          

          
            	
                    .2.

                  	
                    Within
                      three months after the date when Party B ceases to supply Party
                      A, without
                      Party A’s written consent, Party B will not sell the Contract Product
                      to
                      any third party at any price less than or equal to the unit
                      price of the
                      Contract Product set forth herein, except that Party B sells
                      at any price
                      more than the unit price of the Contract Product set forth
                      herein and
                      obtains Party A’s written consent;

                  


          

          
            	
                    .3.

                  	
                    Within
                      three months from the date after three months of the date when
                      Party B
                      ceases to supply Party A, in case Party B will sell the Contract
                      Product
                      to any third party at any price less than or equal to the unit
                      price of
                      the Contract Product set forth herein, Party B shall obtain
                      Party A’s
                      prior written consent, and give price protection to all Party
                      A’s
                      inventory.

                  


          

          
            	
                    .4.

                  	
                    From
                      the date of execution hereof to the date six months after the
                      date when
                      Party B ceases to supply, Party B will not grant any form of
                      allowance,
                      support, disguised allowance, etc., otherwise Party A shall
                      have the right
                      to unilaterally cancel the Contract and return all of the inventory
                      to
                      Party B at the unit price of the Contract Product set forth
                      herein.

                  


          

          
            	
                    .5.

                  	
                    In
                      case Party B breaches the provisions of this Article, Party
                      B shall
                      undertake the liability for breach of the Contract to Party
                      A; Party A
                      shall have the right to impose a corresponding penalty in accordance
                      with
                      Party A’s loss incurred by Party B’s breach pursuant to the penalty
                      manners referred to in Section 1 of Article 11
                      hereof.

                  


          

        

      

    

     

    
      Article
        3 Samples and Seal-up


    

    
      
        	
                1.

              	
                Party
                  B shall in advance provide Party A with the sample of the Contract
                  Product
                  and the sample of the packing box thereof. Party A and Party B
                  shall, in
                  accordance with such provisions as stipulated in Annex 2, carry
                  out an
                  appearance seal-up examination and verification to the sample of
                  the
                  Contract Product and the sample of the packing box thereof confirmed
                  by
                  Party A. Party B shall undertake the liability for breach of the
                  Contract
                  caused by delay in supplying the samples or supply of non-conforming
                  samples.

              


      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    

      
        	
                2.

              	
                Party
                  B shall deliver the Contract Product identical to the sealed samples.
                  In
                  case the Contract Product delivered by Party B is inconsistent
                  with the
                  sealed samples, Party A shall have the right to terminate the Contract
                  and
                  return the goods, in the meantime prosecute Party B for corresponding
                  liabilities for breach of the Contract, and Party B shall undertake
                  Party
                  A’s loss arising out thereof.

              


      

      
        	
                3.

              	
                After
                  the seal-up of the samples, on the premise of obtaining Party A’s written
                  permit, Party B may alter or upgrade the software of the Contract
                  Product
                  but shall not act against the requirements of Annex 1 and Annex
                  2.

              


      

    

    

      Article
        4 Price and Quantity

    

    
      	
              1.

            	
              The
                total price hereof is RMB 55,200,000 (in words: FIFTY-FIVE MILLION
                TWO
                HUNDRED THOUSAND CHINESE YUAN).

            


    

    
      	
              2.

            	
              The
                purchase quantity hereof is 15,000 units, and the unit price of the
                Contract Product (consistent with such parameters and configurations
                as
                specified in Annex 2, and including double batteries and double chargers
                from the original factory) is
                RMB3,680.

            


    

    
      	
              3.

            	
              The
                total price and the unit price hereof are the price including tax
                in
                Chinese Yuan.

            


    

    
      	
              4.

            	
              As
                to the Contract Product hereunder, on the premise that Party B observes
                the supply plan specified in Article 7, the validity term hereof
                will
                terminate as of Sep. 30th, 2007. In case the supply fails to be carried
                out pursuant to the plan for any reason attributable to Party B,
                in
                principle the validity term hereof will be extended for three months
                and
                both parties shall act pursuant to the provisions stipulated in Section
                4
                of Article 11 hereof.

            


    

    
      	
              5.

            	
              The
                total price and the unit price hereof include the transport charges
                and
                the premiums relating to the transport of the Contract Product to
                the
                place designated by Party A in accordance with Annex 5 “Procedures of
                Transport and Distribution”.

            


    

    
      	
              6.

            	
              In
                case in the course of the performance hereof, the plan concerning
                the
                Contract Product cannot be carried out as expected due to certain
                reasons
                such as a change in market situation, both parties may separately
                consult
                about the matters such as the supply price, the quantity and the
                supply
                plan, etc.

            


    

    
      	
              7.

            	
              Party
                A, Party B and Party C agree to sign a framework purchase agreement
                with a
                total purchase quantity of 50,000 units, and the validity term thereof
                is
                from the effective date hereof to Dec 31st, 2007. In case such purchase
                quantity is successfully achieved within the validity term of the
                framework agreement, Party A shall have the right to place a supplemental
                order to Party B with a purchase quantity up to that of the framework
                agreement, and the quantity and price of such supplemental order
                shall be
                separately consulted by both Parties, but the purchase price shall
                not be
                more than the unit price hereof. The above-mentioned purchase quantity
                of
                the framework agreement concerning the Contract Product does not
                constitute a substantial promise make by Party A to Party B, and
                is not
                legally binding Party A at all events. Party A will only settle the
                payment in accordance with the actual purchase quantity accumulated
                in the
                course of the Contract.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      Article
        5 Price Protection

      
        
          	
                  1.

                	
                  In
                    case the market situation changes, both Parties shall through
                    consultations make Party B lower the supply price referring to
                    the
                    products of the same kind in the market, thus all the Contract
                    Products in
                    stock on the date of lowering the price held by all of Party
                    A’s
                    affiliates and its own channels, and all the Contract Products
                    supplied to
                    other channels by Party B and its affiliates within 28 days before
                    the
                    date of lowering the price with the quantity confirmed by both
                    Parties (in
                    accordance with the quantity of arrival) shall be granted a price
                    protection at the new price after the price adjustment, and the
                    manner of
                    the price protection is to deduct the difference from part of
                    subsequent
                    payments.

                


        

        
          	
                  2.

                	
                  Party
                    B shall have the right to check all of the Contract Products
                    held by Party
                    A’s each affiliate and its own channels which enjoy a price protection,
                    and shall have the right to examine and verify the quantity of
                    arrival of
                    the supply within the specified time limit by Party A’s each affiliate to
                    other channels, Party A and its affiliates are obligated to assist
                    Party B
                    in doing so and make convenient provision for that. Should any
                    false
                    inventory is discovered, relevant treatments shall be consulted
                    about by
                    both Parties.

                


        

      

       

      Articles
        6 Terms of Payment

      
        
          	
                  1.

                	
                  After
                    Party C delivers the goods at the request of Party A’s notice, the
                    receiver designated by Party A’s each affiliate or his entrusted
                    representative shall sort and count the goods after their arrival,
                    therefore sign the original copy of the “Cargo Receipt” (see its sample in
                    Annex 6) of that lot of goods issued by Party C or its designated
                    carrier
                    and affix the common seal of the company on the date of confirming
                    the
                    arrival of that lot of goods. Party C will collect the Cargo
                    Receipts and
                    submit them to Party A as a reference for Party A to make a payment
                    to
                    Party C.

                


        

        
          	
                  2.

                	
                  After
                    the designated receiver or his entrusted receiver signs the “Cargo
                    Receipt”, Party A’s each affiliate shall submit a confirmation sheet of
                    valid arrival on the 20th date of each month. In accordance with
                    collected
                    confirmed quantity of arrival, Party A will provide Party C with
                    the
                    quantity of arrived goods and corresponding amount of payment
                    each month,
                    and Party C shall issue an added-value tax invoice within three
                    days after
                    obtaining the invoice data. Party A will pay this lot of goods
                    (in cash or
                    bank acceptance) within two months after the 15th date of the
                    next month
                    on the premise that this Contract is executed in writing and
                    becomes
                    effective.

                


        

      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    

      
        	
                3.

              	
                All
                  of the bank charges and other charges expended for the performance
                  of this
                  Contract shall be borne separately by Party A, Party B and Party
                  C.

              


      

      
        	
                 

              	
                Bank
                  designated by Party C: Dengshikou Branch, Huaxia
                  Bank

              


      

      
        	
                 

              	
                Account
                  Name: Beijing Xelent Tech & Trading Co.,
                  Ltd.

              


      

      
        	
                 

              	
                Account
                  Number: 83914224

              


      

      
        	
                4.

              	
                In
                  case Party C’s account bank and/or account number changes, Party C shall
                  notify Party A in writing within ten working days before relevant
                  time
                  limit of Party A’s payment stipulated herein. In case Party C fails to
                  notify in time or notify by mistake so as to have an adverse effect
                  on
                  Party A’s payment, Party A shall not undertake any liability concerning
                  its overdue payment.

              


      

      
        	
                5.

              	
                Party
                  C promises to abandon the right of transferring accounts receivable
                  from
                  Party A to any other party.

              


      

      


      Article
        7 Supply Plan and Its Adjustment

      
        	
                1.

              	
                Party
                  C shall manufacture the Contract Product in accordance with Annex
                  5
                  “Production and Delivery Plan”. This plan is made based on Party A’s
                  prediction of the market demand. Party B and Party C are encouraged
                  to
                  manufacture and deliver the Contract Product ahead of
                  schedule.

              


      

      
        	
                2.

              	
                Party
                  A may, in accordance with the market situation, require the order
                  be
                  altered within the entire scope hereof. In case any alteration
                  required
                  will cause the time or the cost in performance hereof be prolonged
                  (shortened) or increased (decreased), Party B, Party C and Party
                  A shall
                  agree to adjust the contract price or the time schedule. Any alteration
                  to
                  the order shall not become effective until Party B, Party C and
                  Party A
                  agree in writing and sign the
                  order.

              


      

      
        	
                3.

              	
                Party
                  A shall have the right to place a supplemental order concerning
                  the
                  Contract Product to Party B and Party C in accordance with the
                  provisions
                  hereof, but Party A shall in advance consult with Party B and Party
                  C
                  about such matter. Permitted increased quantity will rest with
                  the
                  obtaining of the materials and the arrangements of the production
                  period.
                  Party B and Party C will exert their business power to the best
                  of their
                  abilities to satisfy Party A’s requirement of increasing
                  orders.

              


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    

      Article
        8 Packing and Transport

      
        	
                1.

              	
                The
                  transport packing of the Contract Product delivered by Party C
                  shall be
                  suitable for long-distance transport, and be free from moisture,
                  damp,
                  erosion and shake. Party C shall undertake the liability arising
                  out of
                  the loss of the Contract Product delivered due to Party C’s improper
                  packing.

              


      

      
        	
                2.

              	
                All
                  Parties concurrently agrees to let the logistics company recommended
                  by
                  Party A to provide the product logistics service hereunder to distribute
                  uniformly to the place designated by Party
                  A.

              


      

      
        	
                3.

              	
                Each
                  lot of the Contract Product delivered by Party C shall be attached
                  by
                  relevant documents such as the packing list, the quality assurance
                  certificate, etc.

              


      

      
        	
                4.

              	
                The
                  sales packing of each unit of mobile terminal shall comply with
                  the
                  requirements specified in Annex 2
                  hereof.

              


      

      


      Article
        9 Delivery and Checking before Acceptance

      
        	
                1.

              	
                The
                  Contract Product shall not enter the market until it passes the
                  test by
                  the Ministry of Information Industry and the network test carried
                  out by
                  China Unicom. Party A will reject such products as fails to pass
                  any of
                  those tests. Any rejection incurred by not passing any of those
                  tests
                  shall be deemed to Party B’s delay in delivering (see Section 4, Article
                  11).

              


      

      
        	
                2.

              	
                Party
                  A shall have the right to dispatch its technical personnel to the
                  factory
                  of Party B or Party C (or the OEM factory) to carry out the factory
                  inspection and partake in the factory test of the Contract Product
                  before
                  the Contract Product leaves such factory. Party A’s dispatching of its
                  technical personnel to carry out the above-mentioned factory inspection
                  or
                  partake in the factory test will not release Party B and Party
                  C from any
                  liability which ought to be borne in accordance with this
                  Contract.

              


      

      
        	
                3.

              	
                Party
                  C shall complete the delivery of the Contract Product in accordance
                  with
                  the requirements specified in the “Delivery Notice” submitted by Party A
                  and the stipulations in Annex 5 “Procedures of Transport and Distribution”
                  hereof.

              


      

      
        	
                4.

              	
                Party
                  C shall by fax provide Party A with detailed information including
                  the
                  contact information of the transport company, the total price and
                  the
                  total quantity, the gross weight and the gross volume of this lot
                  of
                  goods, name of the packing materials,
                  etc.

              


      

      
      

      
        	
                5.

              	
                In
                  the meantime of delivery, Party C or the carrier entrusted by Party
                  C
                  shall submit three copies of the Cargo Receipt (see its sample
                  in Annex
                  6), and Party A or the receiver designated by Party A will check
                  the
                  arrived quantity in accordance with the Cargo Receipt and carry
                  out an
                  appearance examination and acceptance as well as an open inspection
                  of 5%
                  of the sales packing in the presence of Party C or the carrier
                  entrusted
                  by Party C. (In case the appearance of the outer packing exists
                  any defect
                  or blemish, Party A or the receiver designated by Party A may reject
                  to
                  accept the goods, and only on the premise that there is not any
                  problem on
                  the outer packing may Party A or the receiver designated by Party
                  A open
                  the outer packing to carry out the open inspection of the sales
                  packing.)
                  If the goods is not found missing or in shortage, and the appearance
                  doesn’t have any defect or blot, and no problem is found after opening
                  the
                  sales packing, Party A or the receiver designated by Party A shall
                  sign
                  the Cargo Receipts for confirmation, and return two copies of them
                  to
                  Party C or the carrier entrusted by Party C. The signature on the
                  Cargo
                  Receipt made by Party A or its designated receiver will not release
                  Party
                  B and Party C from undertaking the quality assurance liability
                  for the
                  Contract Product.

              


      

      
      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                In
                  the course of inspecting the goods, in case the goods are found
                  missing or
                  damaged, or other circumstance not complying with the provisions
                  hereof is
                  found, all Parties partaking in the inspection shall make detailed
                  records
                  and sign thereon, and Party C shall replace or supplement the goods
                  within
                  five working days. All the transport charges, risks and inspection
                  fees
                  incurred by the replacement or supplement of the goods shall be
                  borne by
                  Party C.

              


      

      
        	
                7.

              	
                The
                  ownership and risks of the Contract Product will, in accordance
                  with the
                  delivery lots, be transferred from Party C to Party A from the
                  time when
                  the goods are transported to the place designated by Party A and
                  Party A
                  or the receiver designated by Party A sign the Cargo
                  Receipt.

              


      

      
        	
                8.

              	
                After
                  the delivery of each lot, Party C shall, in accordance with the
                  document
                  formats supplied by Party A, provide Party A and its affiliates
                  with data
                  information of this lot of the Contract Product such as the delivery
                  quantity, digital serial codes and destination, etc. In addition,
                  Party C
                  shall every day provide the statistics charts confirming the delivery
                  situation pursuant to Party A’s requirements. Party C shall in the
                  meantime provide Party B with relevant delivery
                  information.

              


      

      


      Article
        10 Quality Assurance and After-sale Service

      
        	
                1.

              	
                In
                  accordance with the “Stipulations on the liabilities concerning repairing,
                  replacement and returning of the mobile phones” (“Three Guarantees
                  Stipulations”) issued and implemented on Nov. 15th ,2001 by General
                  Administration of Quality Supervision, Inspection and Quarantine,
                  Party B
                  promises to provide a quality assurance and service of guarantee
                  and
                  repairing on the Contract Product, and grant two years of guarantee
                  period
                  to the Contract Product. In case any consumer requires to return
                  any
                  machine in accordance with the Three Guarantees Stipulations, the
                  retail
                  shop shall promptly return the machine which meets relevant conditions
                  for
                  returning, and Party B shall provide the service of replacing the
                  machine.

              


      

      
      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                2.

              	
                Party
                  C shall provide Party A with spare machines equal to 1% of the
                  purchase
                  quantity herein to enable Party A to carry out after-sale service.
                  The
                  ownership of such spare machines belongs to Party A. Such spare
                  machines
                  will be delivered by Party C to the logistics supplier designated
                  by Party
                  A pursuant to Party A’s requirements and be uniformly distributed to the
                  designated place by the logistics supplier. When Party A certifies
                  that
                  the quantity of spare machines for this Contract held by Party
                  A is less
                  than 1% as above-mentioned, Party C shall replace the machines
                  for Party A
                  within three days upon receipt of Party A’s replacement demand complying
                  with the provisions of Annex 7. In case the conditions for replacement
                  are
                  met, Party A shall promptly return such mobile terminals as exist
                  quality
                  problems to Party C for replacement in accordance with Party C’s relevant
                  procedures (see Annex 7).

              


      

      
        	
                3.

              	
                Party
                  B promises to provide free face-lifting service for 2% of the purchase
                  amount herein, while the extra service is with
                  charge.

              


      

      
        	
                4.

              	
                In
                  case the Contract Product is being stored in the warehouse of Party
                  A or
                  its designated receiver within two years after the date when Party
                  A or
                  its designated receiver sign on the Acceptance List, Party B shall
                  provide
                  corresponding after-sale service for such quality problems as take
                  place
                  in the course of storage. Within the guarantee period, where the
                  Contract
                  Product and its fittings (including software) have any quality
                  problem
                  other than man-made damage, Party B shall repair or replace them
                  for free.
                  If the product cannot be normally used after repairing twice, Party
                  B
                  shall replace the product for free. The provisions of this Article
                  will
                  not release Party B from undertaking the obligation of provide
                  after-sale
                  service pursuant to "Three Guarantees"
                  requirements.

              


      

      
        	
                5.

              	
                Party
                  A, Party B and Party C unanimously agree to carry out relevant
                  concrete
                  operations in accordance with Annex 7 “After-sale Service Measures and
                  Network Status” hereof.

              


      

      
        	
                6.

              	
                Within
                  the guarantee period, where the repair time exceeds thirty days,
                  Party A
                  shall have the right to replace a new machine for its user, and
                  Party B
                  shall unconditionally recognize such replacement, take back the
                  bad
                  machine and provide Party A with the product of the same
                  type.

              


      

      
        	
                7.

              	
                As
                  to the authorization of the repair points established solely by
                  Party A or
                  jointly, Party B shall unconditionally grant the authorization
                  to such
                  points as satisfy or meet the establishment standards and conditions.
                  Upon
                  receipt of authentication information by any repair point, Party
                  B shall
                  complete such application within thirty days and make the authentication
                  fee and service deposit for free, while the deposit for repair
                  fittings
                  shall be charged pursuant to Party B’s stipulations. As to those repair
                  points not complying with the conditions, Party B shall render
                  instructions and assistances in respect of rectifying and improving
                  the
                  points as well as training the personnel of the
                  points.

              


      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Article
        11 Compensation for Breach of Contract

      
        	
                1.

              	
                From
                  the date of execution hereof to the date when Party B ceases to
                  supply,
                  Party B and Party C shall not sell the Contract Product or any
                  product
                  with similar appearance to the Contract Product at any price to
                  any third
                  party (including Party A’s subsidiaries and affiliates), otherwise Party A
                  shall have the right to: (1) require Party B to pay 5% of the total
                  price
                  hereof as a penalty for breach of this Contract; (2) If the actual
                  price
                  given to any third party is lower than the price given to Party
                  A, Party A
                  shall have the right to require all of the Contract Products to
                  be
                  supplied at the price given to such third party and deduct the
                  difference
                  from the payment; (3) Party A shall have the right to suspend in
                  performing this Contract and deprive Party B of the qualification
                  of
                  partaking in Party A’s collective purchasing of the mobile
                  terminals.

              


      

      
        	
                2.

              	
                Party
                  B shall deliver the Contract Product identical to the sealed sample.
                  In
                  case the Contract Product delivered by Party B is inconsistent
                  with the
                  sealed sample, Party A shall have the right to cancel this Contract
                  and
                  prosecute Party B for corresponding liabilities for breach of the
                  Contract
                  and direct losses suffered by Party A arising out thereof. Canceling
                  this
                  Contract will not release Party B from undertaking the liability
                  of paying
                  the penalty, in the meantime Party B shall bear the losses suffered
                  by
                  Party A arising out of canceling this
                  Contract.

              


      

      
        	
                3.

              	
                In
                  case Party A fails to make the payment at the specified time herein
                  for
                  any reason attributable to Party A, Party A shall pay 1% of the
                  overdue
                  payment for every week of delay (one week is counted as seven days)
                  as
                  liquidated damages, the total amount of which shall not exceed
                  5% of the
                  total price herein. If the period of delaying in payment is less
                  than a
                  week, it shall be counted as a week. The compensation for overdue
                  payment
                  shall not release the duties of all Parties hereto to continue
                  to perform
                  this Contract.

              


      

      
        	
                4.

              	
                In
                  case Party C fails to deliver the Contract Product at the specified
                  time
                  herein for any reason attributable to Party B or Party C (If the
                  Contract
                  Product delivered is inconsistent with the provisions hereof or
                  the
                  sample, Party A shall have the right to reject the goods, and Party
                  C
                  shall be deemed to fail to deliver at the specified time herein),
                  Party B
                  will compensate Party A for the losses in the following manner:
                  Party A
                  shall pay 1% of the total price of this lot of delayed goods for
                  every
                  week of overdue delivery (one week is counted as seven days) as
                  liquidated
                  damages, the total amount of which shall not exceed 5% of the total
                  price
                  herein. If the period of delaying in delivery is less than a week,
                  it
                  shall be counted as a week. The compensation for overdue delivery
                  shall
                  not release the duties of all Parties hereto to continue to perform
                  this
                  Contract. In case the delayed arrival is later than two weeks after
                  the
                  specified date herein, Party A shall have the right to reject this
                  part of
                  goods and subsequent goods which have not been delivered, and to
                  adjust
                  Party B's delivery quantity hereunder; In case the delayed arrival
                  is
                  later than four weeks after the specified date herein, Party A
                  shall have
                  the right to reject the goods and cancel this Contract, and canceling
                  the
                  Contract will not release Party B from undertaking the liability
                  of paying
                  the liquidated manages, in the meantime Party B shall bear the
                  direct
                  losses suffered by Party A arising out of canceling this Contract.
                  

              


      

      
        	
                5.

              	
                Within
                  the validity term hereof, in case some delivery of the mobile terminals
                  have significant quality problems or more than 10% of the mobile
                  terminals
                  have a quality problem of the same failure, Party B shall be responsible
                  for recalling this lot of goods and compensating the losses suffered
                  by
                  Party A arising out thereof. Party A shall have right to institute
                  an
                  action claiming damages against Party B in accordance with the
                  Law of
                  Product Quality Liability and other Chinese
                  laws.

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Article
        12 Force Majeure

      
        	
                1.

              	
                In
                  this Contract, Force Majeure means objective circumstances such
                  as
                  earthquake, typhoon, flood, fire, warfare and other matters which
                  are
                  unforeseeable by each Party hereto, and the occurrence and consequence
                  thereof are unpreventable or unavoidable and
                  unconquerable.

              


      

      
        	
                2.

              	
                In
                  case any Party hereto cannot perform or cannot perform in full
                  the
                  obligations hereunder for the reason of Force Majeure, it shall
                  notify
                  other Parties hereto within fourteen days after the occurrence
                  date of
                  Force Majeure, and produce the certificate of Force Majeure notarized
                  by
                  local notary authority to other Parties within thirty days after
                  the
                  occurrence date of Force Majeure.

              


      

      
        	
                3.

              	
                In
                  case any Party cannot perform this Contract due to Force Majeure,
                  unless
                  otherwise stipulated by the Laws, it may be released from undertaking
                  the
                  liability in part or in full. In case the performance of this Contract
                  is
                  delayed and Force Majeure takes place in the course of delayed
                  period,
                  such defaulting party shall not be released from undertaking the
                  liability.

              


      

      
        	
                4.

              	
                In
                  case the performance hereof has been suspended for sixty days or
                  more than
                  sixty days due to the influence of Force Majeure, all Parties hereto
                  shall
                  have the right to terminate this Contract and notify in writing
                  to the
                  other Parties. Party A shall not thus reject to pay the amount
                  due not
                  influenced by Force Majeure, and Party B and Party C shall not
                  thus refuse
                  to perform legal obligations which ought to be
                  fulfilled.

              


      

      


      Article
        13 Arbitration

      
        	
                1.

              	
                Any
                  dispute arising from or in connection with this Contract shall
                  be settled
                  through friendly negotiation by all Parties hereto. In case no
                  settlement
                  can be reached, the dispute shall be submitted to China International
                  Economic and Trade Arbitration Commission for arbitration. The
                  place of
                  arbitration is Beijing. The arbitral award is final and binding
                  upon all
                  parties hereto.

              


      

      


      Article
        14 Intellectual Property Rights, Confidentiality and
        Trademark

      
        	
                1.

              	
                Party
                  B and Party C guarantee that the Contract Product supplied does
                  not
                  infringe upon any intellectual property right of any third party
                  such as
                  patents, copyright, trademark right, etc. In case the product supplied
                  by
                  Party B and Party C infringes upon the above-mentioned rights of
                  any third
                  party so as to cause Party A to be claimed or prosecuted by relevant
                  obliges, Party B and Party C shall undertake corresponding liabilities
                  and
                  consequences. On the premise of notifying Party B and Party C in
                  writing,
                  Party A will press for payment of all losses suffered by Party
                  A arising
                  out thereof against Party B, and directly deduct it from corresponding
                  amount of Party A’s payment to Party
                  B.

              


      

      
      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                2.

              	
                The
                  contents hereof shall be dealt with as confidentiality. Without
                  obtaining
                  consent from any other Parties hereto, any Party shall not disclose
                  any
                  content hereof to any outside party except that it needs to be
                  reported to
                  governmental institutions, or to be put into records pursuant to
                  the laws
                  and relevant provisions, or it shall be submitted in accordance
                  with
                  requirements from judicial
                  authorities.

              


      

      
        	
                3.

              	
                Without
                  obtaining written consent from the other Parties hereto, all parties
                  shall
                  not use or imitate the business name, trademark, patterns, service
                  symbols, signs, codes, types or abbreviations of the other parties
                  in any
                  advertisement or in public, and any Party shall not assert to have
                  ownership of the business name, trademark, patterns, service symbols,
                  signs, codes, types or abbreviations of the other
                  parties.

              


      

      


      Article
        15 Alterations of this Contract

      
        	
                1.

              	
                Any
                  modification, supplement and alteration hereto shall be made in
                  writing
                  after consultation by all Parties hereto, therefore be signed by
                  authorized representatives of all Parties hereto and be affixed
                  with the
                  public seal of the unit or the contract seal. The provisions modified,
                  supplemented and altered are integral parts hereof and have equal
                  legal
                  effect with this Contract.

              


      

      
        	
                2.

              	
                In
                  the course of performance hereof, any problem such as the cost
                  incurred by
                  the modification, supplement and alteration hereto shall be settled
                  and
                  adjusted through consultation by all Parties
                  hereto.

              


      

      


      Article
        16 Miscellaneous

      
        	
                1.

              	
                Party
                  B and Party C promises to provide 4,000 machine models, 4,000 X
                  shelves,
                  4,000 posters and 80,000 pieces of flysheets concerning the Contract
                  Product (hereinafter referred to as the “Publicity Materials”). Party C
                  shall deliver the Publicity Materials with an amount of not less
                  than 50%
                  of the above-mentioned total within a week before the Contract
                  Product
                  enter into the market, and shall complete the delivery of all of
                  the
                  Publicity Materials within a month after the Contract Product enter
                  into
                  the market. Party B and Party C agrees to provide the above-mentioned
                  Publicity Materials to such logistics suppliers as designated by
                  Party A
                  to be uniformly distributed to the places designated by Party
                  A.

              


      

      
        	
                2.

              	
                Party
                  B and Party C promise to set down a detailed market promotion scheme
                  concerning the Contract Product and coordinate with China Unicom’s
                  affiliates to carry out favorable business sales promotion activities
                  by
                  stages. Party B and Party C will also make media publicity schemes,
                  product publicity advertising films, plane advertisements and website
                  advertisements, and coordinate the promotion plan of China Unicom’s
                  affiliates in launching them into media institutions such as national
                  TV
                  stations, newspapers and periodicals and portal websites. Party
                  A shall
                  have the right to supervise and adjust in the course of such promotions
                  and implementation of publicity
                  plans.

              


      

      
      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                3.

              	
                Party
                  B and Party C shall convene market-entering press conferences relating
                  to
                  new mobile phones, and carry out the training of introduction of
                  functions
                  of mobile phones, explanation of usage, etc. as well as provide
                  training
                  materials such as textbooks and
                  CDs.

              


      

      
        	
                4.

              	
                As
                  to all of the rights and obligations hereunder, Party B and Party
                  C will
                  undertake joint liability to Party
                  B.

              


      

      
        	
                5.

              	
                The
                  annex hereof is an integral part of this Contract, in case any
                  annex
                  hereof is inconsistent with the text hereof, the text hereof shall
                  prevail.

              


      

      
        	
                6.

              	
                This
                  Contract shall be governed by the laws of the People’s Republic of
                  China.

              


      

      


      Article
        17 Effectiveness and Texts of This Contract

      
        	
                1.

              	
                This
                  Contract will become effective from the date when the authorized
                  representatives of all Parties hereto sign this Contract and affix
                  the
                  public seal of each unit thereon.

              


      

      
        	
                2.

              	
                Except
                  for such documents as affixed on by all Parties for confirmation,
                  any
                  instrument with any outside party executed or issued in the name
                  of any
                  individual relating to the execution, effectiveness, implementation
                  of
                  this Contract, examination, acceptance or delivery of the goods
                  or
                  payment, and the alteration, rescinding or termination of this
                  Contract
                  shall be invalid.

              


      

      
        	
                3.

              	
                The
                  texts of this Contract (including the signature page) are 16 pages.
                  This
                  Contract shall be in six copies. Party A, Party B and Party C shall
                  respectively keep two copies.

              


      

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    

      Signature
        Page: X180 Mobile Terminal Purchase Contract between Unicom Huasheng
        Telecommunication Technology Co., Ltd. and Dalian Daxian Distribution Company
        & Beijing Xelent Tech & Trading Co., Ltd.

      (No.:
        CUHS-ABCG07047)

      


      
        	
                Unicom
                  Huasheng Telecommunication Technology Co., Ltd.

                 

                Signature:

                 

                Title:

                 

                Date:
                  May 31st,
                  2007

              	
                  

              
	
                Dalian
                  Daxian Distribution Company

                 

                Signature:

                 

                Title:

                 

                Date:
                  May 30th,
                  2007

              	
                
                    

                

              
	
                Beijing
                  Xelent Tech & Trading Co., Ltd.

                 

                Signature:

                 

                Title:

                 

                Date:
                  May 31st,
                  2007

              	
                
                    

                

              


      

    

     

    
      
        
        

      

      
        16