Unassociated Document


    EXCLUSIVE
      TECHNOLOGY CONSULTING SERVICES AGREEMENT

    


    


    This
      Exclusive Technology Consulting Services Agreement (hereinafter referred to
      as
“this Agreement”) is entered into in ShenZhen on February 08, 2007
      between the following two parties:

     

    Party
      A:
      JingWei HengTong Technology (ShenZhen)  Co., Ltd. (经纬恒通科技
(
      深 圳 ) 有限公司)

    Registration
      Address: Room 1605 B,Tianan Hi-tech Plaza Tower A,Tian An Cyber Park,Futian
      District,Shenzhen,China

    


    Party
      B:
      ShenZhen JingWei Communication Co., Ltd. (深圳经纬通信技术有限公司)

    Registration
      Address: Tianxiang Building Block A 13th, Tian An Cyber Park, Futian District,
      Shenzhen.

    


    WHEREAS:

    


    (1)
       Party
      A
      is a wholly foreign-owned enterprise duly incorporated under the People’s
      Republic of China (the “PRC”) law, which has the technology expertise and the
      practical experience on the development and design of computer software, and
      rich experience and professional technicians on information technology and
      services;

    


    (2)
       Party
      B
      is a limited liability company duly incorporated in ShenZhen, which is licensed
      by relevant government authorities to engage in the internet information service
      value-added telecommunication service;

    


    (3)
       Party
      A
      has been providing exclusive technology consulting services and relevant
      services to Party B and Party B agrees to accept such technology consulting
      the
      services from signed this Agreement. Both Parties wish to continue the
      cooperation and sign the written agreement to stipulate their own rights and
      obligation.

    


    NOW
      THEREFORE, both Parties through mutual negotiation agree as
      follows:

    


    1.
       Exclusive
      Technology Consulting and Services; Sole and Exclusive Interests

    


    1.1
       During
      the term of this Agreement, Party A agrees to, as the exclusive technology
      consulting and services provider of Party B, provide the exclusive technology
      consulting and services to Party B (the content of services is specified in
      Appendix 1).

    


    1.2
       Party
      B
      agrees to accept the exclusive technology consulting and services provided
      by
      Party A and further agrees that, during the term of this Agreement, it shall
      not
      accept such technology consulting and services for the aforesaid business
      provided by any third party without the prior written consent of Party
      A.

    


    2.
       Payment
      and Guarantee of the Fees for Technology Consulting and Services (the
“Fee”)

    


    
      
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    2.1
       Both parties agree that Party A shall carry the operation cost raised from
      operating of Party B, and Party B shall pay all incomes from main business
      operations to Party A, and subsequently the daily operation of Party B will
      have
      a material impact on its payment capacity to Party A;

    


    2.2
       Party
      B
      is obligated to provide respective Sales and Marketing data and materials on
      Party A’s demand at any time and Party A has the right to examine or check with
      such data and materials at any time.

    


    2.3
       The
      parties agree that Party B shall pay Party A the fee for technical consultating
      and services provided by Party A to Party B for each two months. Party B shall
      pay such fee to Party A within 15 days upon receipt of payment notice given
      by
      Party A. 

    


    2.4
       Party
      B’s
      shareholder shall pledge the equity interests of Party B to Party A for securing
      the Fee that should be paid by Party B pursuant to this Agreement.

    


    3.
       Intellectual
      Property

    


    3.1
       Party
      A
      shall be the sole owner of the copyrights of the software designed by Party
      A
      and other relevant software, any intellectual property obtained through the
      research and development by Party A and any derivative rights arising from
      the
      performance of this Agreement or any other agreement reached by both parties,
      including but not limited to, the patent application right, copyright of the
      software, technical documents and materials, or other intellectual property
      rights and the right to license or transfer such intellectual properties,
      etc.

    


    3.2
       During
      the execution of this Agreement, if Party B needs to use Party A’s software
      program or system, both parties shall sign a separate agreement on the scope,
      method and fee of such license.

    


    4.
       Representations
      and Warranties

    


    4.1
       Party
      A
      hereby represents and warrants as follows:

    


    4.1.1
       Party
      A
      is a wholly foreign-owned enterprise duly incorporated and validly existing
      under the PRC law;

      

    4.1.2
       Party
      A,
      subject to its company power and business scope, has taken necessary company
      actions to get the proper authorization and the necessary consents or approvals
      from other third party or governments, without violating the restriction of
      the
      laws and company which binds or influences Party A to execute and perform this
      Agreement;

      

    4.1.3
       The
      Agreement will constitute a legal, valid and binding agreement of Party A and
      will be enforceable against Party A in accordance with its terms upon its
      execution.

    


    4.2
       Party
      B
      hereby represents and warrants as follows:

    


    4.2.1
       Party
      B
      is a limited liability company duly incorporated and validly existing under
      the
      PRC law, which is licensed by relevant government authorities to engage in
      the
      internet information service value-added telecommunication service;


    


    
      
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          Consulting Services Agreement

      

      
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    4.2.2
       Party
      B,
      subject to its company power and business scope, has taken necessary company
      actions to get the proper authorization and the necessary consents or approvals)
      from other third party or governments, without violating the restriction of
      the
      laws and company which binds or influences Party A to execute and perform this
      Agreement;

    


    4.2.3
       The
      Agreement will constitute a legal, valid and binding agreement of Party B and
      will be enforceable against Party B in accordance with its terms upon its
      execution.

    


    5.
       Confidentiality

    


    5.1
       Party
      B
      agrees to take all reasonable manners to protect and maintain the
      confidentiality of the confidential data and information acknowledged or
      received by Party B through accepting the exclusive consulting and services
      from
      Party A (collectively the “Confidential Information”). Party B shall not
      disclose, give or transfer any Confidential Information to any third party
      without Party A’s prior written consent. Upon termination of this Agreement,
      Party B shall, at Party A’s request, return all and any documents, information
      or software contained any of such Confidential Information to Party A or destroy
      it at its own discretion, and delete all of such Confidential Information from
      any memory devices, and cease to use such Confidential Information.

     

    5.2
       Both
      parties acknowledge and confirm that any oral or written materials exchanged
      pursuant to this Agreement are confidential documents. Both parties shall keep
      secrets of all such documents and not disclose any such documents to any third
      party without prior written consent from the other party unless under the
      following conditions: (a) such documents are known or shall be known by the
      public (excluding the receiving party discloses such documents to the public
      without authorization); (b) any documents disclosed in accordance with
      applicable laws or rules or regulations of stock exchange; (c) any documents
      need required to be disclosed by any party to its legal counsel or financial
      consultant for the purpose of the transaction of this Agreement by any Party,
      and such legal counsel or financial consultant shall also comply with the
      confidentiality as stated hereof. Any disclosure by employees or agencies
      employed of any party shall be deemed as the disclosure of such party and such
      party shall assume the liabilities for its breach of contract pursuant to this
      Agreement.

    


    5.3
       Both
      parties agree that Article 5 shall survive whatever this Agreement is void,
      amended, cancelled, terminated or unable to perform.

    


    6.
       Indemnity

    


    Party
      B
      shall indemnify and hold harmless Party A on a full indemnity basis against
      any
      loss, damage, liability, and fee arising from any litigation, claims or other
      legal procedures against Party A, which is caused by the content of consulting
      and service required by Party B.

    


    7.
       Effective
      Date and Term

    


    7.1
       This
      Agreement shall be signed and it shall take into effect as of the date first
      set
      forth above.

    


    7.2
       The
      term
      of this Agreement is ten (10) years unless early terminated as set forth herein
      or in accordance with the terms set forth in other agreements entered into
      by
      both Parties.

    


    
      
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          Consulting Services Agreement

      

      
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    7.3
       This
      Agreement may be extended with the written consent of both parties at its
      expiration, and the extended term shall be determined by both parties through
      the manner of negotiation. If both parties have not reached any agreement on
      such extension, this Agreement shall be extended for one (1) year automatically
      at its expiration (including any expiration of extended term) unless Party
      A
      informs of the termination of this Agreement with the written notice before
      the
      expiration.

    


    7.4
       During
      the terms set forth in Article 7.2 and 7.3 hereof, if any party is terminated
      at
      the expiration of operation term (including any extension of such term) or
      by
      any other reason, this Agreement shall be terminated upon such termination
      of
      the party, unless such party has already assigned its rights and obligations
      in
      accordance with Article 13 hereof.

    


    8.
       Termination

    


    8.1
       Termination
      on Expiration

    


    This
      Agreement shall expire on the date due unless this Agreement is extended in
      accordance with relevant provisions hereof.

    


    8.2
       Early
      Termination

    


    During
      the term of this Agreement, Party B shall not terminate this Agreement unless
      Party A engages in any gross negligence, fraud, other illegal acts or is
      confronted with the bankruptcy. Notwithstanding the aforesaid provisions, Party
      A may terminate this Agreement at any time with a written notice to Party B
      within thirty (30) days in advance. During the term of this Agreement, if Party
      B breaches the contract and has not rectified its breach within fourteen (14)
      days upon receipt of Party A’s written notice for such breach, Party A shall
      inform Party B with a written notice to terminate this Agreement.

    


    8.3
       Survival.

    


    The
      rights and obligations to both Parties under Article 5, 10 and 12 shall continue
      to be effective upon the termination of this Agreement.

    


    9.
       Governing
      Law

    


    This
      Agreement shall be governed by, construed and enforced in accordance with the
      PRC laws.

    


    10.
       Settlement
      of Disputes

    


    The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance in connection with this Agreement through friendly consultation.
      In
      case no settlement can be reached through consultation within thirty (30) days
      after such dispute is raised, each party can submit such matter to China
      International Economic and Trade Arbitration Commission (the “CIETAC”) in
      accordance with its rules. The arbitration shall take place in Beijing and
      the
      proceedings shall be conducted in Chinese. The arbitration award shall be final
      conclusive and binding upon both parties.

    


    11.
       Force
      Majeure

    


    
      
        
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    11.1
       Force
      Majeure, which includes but not limited to acts of governments, acts of nature,
      fire, explosion, typhoon, flood, earthquake, tide, lightning or war, means
      any
      event that is beyond the party’s reasonable control and cannot be prevented with
      reasonable care of the affected party. However, any shortage of credit, capital
      or finance shall not be regarded as an event beyond the party’s reasonable
      control. The party affected by Force Majeure and seeks for the exemption from
      performing the obligations under this Agreement shall inform the other party
      of
      such exemption and any action taken by it for performing this
      Agreement.

    


    11.2
       In
      the
      event that the affected party is delayed in or prevented from performing its
      obligations under this Agreement by Force Majeure, only within the scope of
      such
      delay or prevention, the affected party will not be responsible for any damage
      by reason of such a failure or delay of performance. The affected party shall
      take appropriate manners to minimize or remove the effects of Force Majeure
      and
      attempt to resume the performance of the obligations delayed or prevented by
      the
      event of Force Majeure. Once the event of Force Majeure is removed, both parties
      agree to resume the performance of this Agreement with their best
      efforts.

    


    12.
       Notices

    


    Notices
      or other communications required to be given by any party pursuant to this
      Agreement shall be written in English and Chinese and delivered personally
      or
      sent by registered mail or postage prepaid mail or by a recognized courier
      service or by facsimile transmission to the address of relevant each party
      or
      both parties set forth below or other address of the party or of the other
      addressees specified by such party from time to time. The date when the notice
      is deemed to be duly served shall be determined as the follows: (a) a notice
      delivered personally is deemed duly served upon the delivery; (b) a notice
      sent
      by mail is deemed duly served the tenth (10th) day after the date when the
      air
      registered mail with postage prepaid has been sent out (as is shown on the
      postmark), or the fourth (4th) day after the delivery date to the
      internationally recognized courier service agency; and (c) a notice sent by
      facsimile transmission is deemed duly served upon the receipt time as is shown
      on the transmission confirmation of relevant documents.

    


    Party
      A:
      JingWei HengTong Technology (ShenZhen)  Co., Ltd. 

    Address:
      Room 1605 B,Tianan Hi-tech Plaza Tower A,Tian An Cyber Park,Futian
      District,Shenzhen,China

    Attn:
      Ms.
      Wei Zhang

    Fax: 86-0755-82924449   Tel:
      86-0755-82924488

    


    Party
      B:
      ShenZhen JingWei Communication Co., Ltd.

    Address:
      Tianxiang Building Block A 13th, Tian An Cyber Park, Futian District,
      Shenzhen.

    Attn:
      Mr.
      Wei Li

    Fax: 86-0755-82924449   Tel:
      86-0755-82924488

    


    13.
       Assignment

    


    13.1
       Party
      B
      shall not assign its rights or obligations under this Agreement to any third
      party without the prior written consent of Party A.

    


    
      
        
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    13.2
       Party
      B
      hereby agrees that Party A may assign its rights and obligations under this
      Agreement as its needs and such transfer shall only be subject to a written
      notice sent to Party B by Party A, and no any further consent from Party B
      will
      be required.

    


    14.
       Entire
      Agreement

    


    Notwithstanding
      Article 7.1 hereof, both parties confirm that this Agreement shall constitute
      the entire agreement of both Parties with respect to the subject matters therein
      and supersedes and replaces all prior or contemporaneous verbal and written
      agreements and understandings.

    


    15.
       Severability

    


    If
      any
      clause hereof is judged as invalid or non-enforceable according to relevant
      laws, such clause shall be deemed invalid only within the applicable area of
      the
      Laws and without affecting other clauses hereof in any way.

    


    16.
       Amendment
      and Supplement

    


    Any
      amendment and supplement of this Agreement shall be made in writing by both
      Parties. The amendment and supplement duly executed by both Parties shall be
      deemed as a part of this Agreement and shall have the same legal effect as
      this
      Agreement.

    


    17.
       Copies

    


    This
      Agreement is executed in duplicate, each party holds one and each original
      has
      the same legal effect.

    


    IN
      WITNESS THEREOF both parties hereto have caused this Agreement to be duly
      executed by their legal representatives and duly authorized representatives
      on
      their behalf as of the date first set forth above.

    


    


    Party
      A:
      JingWei HengTong Technology (ShenZhen)  Co., Ltd. 

     

    Legal
      or Authorized Representative:

    


    


    Seal:

    


    


    Party
      B:
      ShenZhen JingWei Communication Co., Ltd.

    


    Legal
      or Authorized Representative:

    


    


    Seal:


    
      
        
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    Appendix
      1: The Content list of Technical Consulting and Services

    


    Party
      A
      shall provide technical consulting and services as follows:

    


    
      	1.  	
              Provision
                and maintenances of the office
                network;

            


    

    


    
      	2.  	
              Design,
                implementation and support of the Virtual Operator Services, including
                Operation Analysis System, Telecom Consultation, Telecom Marketing,
                Value-Added Services;

            


    

    


    
      	3.  	
              Development
                and test of new products;

            


    

    


    
      	4.  	
              Marketing
                plan of new products;

            


    

    


    
      	5.  	
              Maintain
                and manage the network platform;

            


    

    


    
      	6.  	
              Develop
                and update the internet applications of the server, and its
                application;

            


    

    


    
      	7.  	
              Maintenance
                of the clients service platform;

            


    

    


    
      	8.  	
              Study
                and analysis on market;

            


    

    


    
      	9.  	
              Public
                relationship service

            


    

    


    
      	10.  	
              Training
                of technology and technicians;

            


    

    


    
      	11.  	
              To
                support Party B’s needs for personnel, including but not limited to the
                secondment of Party A’s personnel to Party B (but Party B shall bear the
                cost and expenses of the
                personnel);

            


    

    


    
      	12.  	
              Other
                services recognized by both
                parties.

            


    

    


    
      
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