Unassociated Document


    INTELLECTUAL
      PROPERTY ASSIGNMENT AGREEMENT

    


    This
      Intellectual Property Assignment Agreement (this “Agreement”) is entered into
in ShenZhen on February 08, 2007 between the following two
      parties:

    


    The
      Assignor: 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, China

    


    The
      Assignee: 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

    


    WHEREAS:

    


    1.
       the
      Assignor, a limited liability company duly incorporated and validly existing
      under the PRC law, Owns some Intellectual Property, including but not limited
      to
Trademark,
      the Ownership of Consumer Data Base, Software Copyright and
      License,
      which
      is defined in Appendix 1 of this Agreement (the “intellectual
      property”).

    


    2.
       the
      Assignee, a wholly foreign-owned enterprise incorporated under the laws of
      the
      People’s Republic of China (the ”PRC”). 

    


    3.
       the
      Assignor agrees to assign the Intellectual Property to the Assignee and the
      Assignee agrees to accept the assignment of the Intellectual
      Property.

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    1.
       Transfer
      of Intellectual Property

    


    The
      Assignor agrees to change the registered owner of the Intellectual Property
      into
      the Assignee and the Assignee agrees to accept the change of the registered
      owner of the Intellectual Property. The Assignee shall pay the Assignor an
      amount of RMB1000
      for the
      Intellectual Property transferred hereunder.

    


    2.
       Registration
      Fees

    


    The
      registration for the change of the registered owner of the Intellectual Property
      shall be undertaken by the Assignor and the Assignor shall bear the registration
      fees incurred hereby.

    


    3.
       Representations
      and Warranties

    


    3.1
       The
      Assignor hereby represents and warrants as follows:

    


    
      
        Intellectual
          Property Assignment Agreement

      

      
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    3.1.1
       the
      Assignor is a limited liability company duly registered and validly existing
      under the laws of the PRC.

    


    3.1.2
       the
      Assignor has the exclusive ownership of the Intellectual Property and no rights
      or equity of any third party are prejudiced due to the use of the Intellectual
      Property. There is no litigation or any other dispute arising from or relating
      to the Intellectual Property.

    


    3.1.3
       the
      Assignor, subject to its business scope and corporate power, has taken necessary
      steps and obtained full authority and all consents and approvals of any other
      third party and government agency necessary to execute and perform this
      Agreement, which shall not conflict with any enforceable and effective laws
      or
      contracts.

    


    3.1.4
       once
      this
      Agreement has been duly executed by both parties, it will constitute a legal,
      valid and binding agreement of the Assignor enforceable against it in accordance
      with its terms upon its execution.

    


    3.1.5
       the
      Assignor will not engage in any action that will be of detriment to the validity
      of the Intellectual Property after the completion of the
      assignment.

    


    3.2
       The
      Assignee hereby represents and warrants as follows:

    


    3.2.1
       The
      Assignee is a company duly registered and validly existing under the laws of
      the
      PRC.

    


    3.2.2
       The
      Assignee, subject to its business scope and corporate power, has taken necessary
      steps and obtained full authority and all consents and approvals of any other
      third party and governmental agency necessary to execute and perform this
      Agreement, which shall not conflict with any enforceable and effective laws
      or
      contracts.

    


    3.2.3
       Once
      this
      Agreement has been duly executed by both parties, it will constitute a legal,
      valid and binding agreement of the Assignee enforceable against it in accordance
      with its terms upon its execution.

    


    4.
       Effective
      Date and Term

    


    This
      Agreement has been duly executed by the parties’ authorized representatives as
      of the date first set forth above and shall be effective
      simultaneously.

    


    5.
       Settlement
      of Disputes

    


    The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance through friendly consultation within 30 days after one party asks
      for consultation. In case no settlement can be reached through consultation,
      each party can submit such matter to the China International Economic and Trade
      Arbitration Commission (the CIETAC). The arbitration shall follow the then
      current rules of CIETAC, and the arbitration proceedings shall be conducted
      in
      Chinese and shall take place in Beijing. The arbitration award shall be final
      and binding upon the parties and shall be enforceable in accordance with its
      terms.

    


    
      
        Intellectual
          Property
          Assignment Agreement

      

      
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    6.
       Applicable
      Law

    


    The
      validity, interpretation and implementation of this Agreement shall be governed
      by the laws of the PRC.

    


    7.
       Amendment
      and Supplement

    


    Any
      amendment and supplement of this Agreement shall be effective only after a
      written agreement is signed by both parties. The amendment and supplement duly
      executed by both parties shall be part of this Agreement and shall have the
      same
      legal effect as this Agreement.

    


    8.
       Severability

    


    Any
      provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability, without affecting in any way the remaining
      provisions hereof in such jurisdiction or rendering that any other provision
      of
      this Agreement invalid or unenforceable in any other jurisdiction.

    


    9.
       Appendices

    


    The
      Appendices referred to in this Agreement are an integral part of this Agreement
      and have the same legal effect as this Agreement.

    


    10.
       Others

    


    This
      Agreement is executed in English in two copies.

    


    IN
      WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
      executed on their behalf by a duly authorized representative as of the date
      first set forth above.

     

    Intellectual
      Property Assignment Agreement

    By:
         

    The
      Assignor: ShenZhen JingWei Communication Co., Ltd.

    Authorized
      Representative:

       

    Seal:

     

    By:
         

    The
      Assignee: JingWei HengTong Technology (ShenZhen)  Co., Ltd. 

    Authorized
      Representative:

       

    Seal:

    



    
      
        
          Intellectual
            Property Assignment Agreement

        

      

      
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    Appendix
      1

    


    List
      of
      Intellectual property

    


    
      	
              Item

            	
              Certificate
                Name

            	
              Certificate
                number

            	
              Issue
                date

            
	
              1

            	
              Product
                Registration Certificate (Operation
                analysisV1.0) (经篛分析炑件V1.0)

            	
              深
                DGY
                - 2003
                - 0164

            	
              2003.3.6

            
	
              2

            	
              Product
                Registration Certificate (NGNbilling
                and operationV2.1) (NGN综合篛帐和瑟狇炑件V2.1)

            	
              深
                DGY
                - 2005
                - 0030

            	
              2005.1.27

            
	
              3

            	
              Product
                Registration Certificate (YL-2000Telecom
                operation billingV3.X) (宇恧YL-2000电信业务瑟狇帐务系统V3.X)

            	
              深
                DGY
                - 2001
                - 0177

            	
              2001.6.15

            
	
              4

            	
              Product
                Registration Certificate (YLDC-2000multiserver
                data collectionV2.10) (YLDC-2000羬机渹椺炑件V2.10)

            	
              深
                DGY
                - 2003
                - 0163

            	
              2003.3.6

            
	
              5

            	
              Product
                Registration Certificate (YL-2001major
                account managementV2.0) (YL-2001大客户管理炑件V2.0)

            	
              深
                DGY
                - 2003
                - 0105

            	
              2003.3.6

            
	
              6

            	
              Product
                Registration Certificate (Data
                ware housingV1.0) (新宇恧炑件数据仓库炑件V1.0)

            	
              深
                DGY
                - 2006
                - 0780

            	
              2006.3.16

            
	
              7

            	
              Product
                Registration Certificate (GT800-OBSSoperationV3.0)
                (新宇恧GT800-OBSS篛帐炑件V3.0)

            	
              深
                DGY
                - 2006
                - 0363

            	
              2006.4.29

            
	
              8

            	
              software
                ownership certificate (NGNopeation
                and billingV2.1) (NGN综合篛帐和瑟狇炑件V2.1)

            	
              2005SR02400

            	
              2005.03.03

            
	
              9

            	
              software
                ownership certificate (telecom
                operation strategic analysisV1.0) (电信决策支持系统V1.0)

            	
              2004SR03050

            	
              2004.04.08

            


    

    


    List
      of
      Consumer Data Acquisition and Management Contracts

    


    
      	 	
              Contract

            	
              Contract
                Partner

            
	
              1

            	
              Consumer
                Data Acquisition and Management Contract

            	
              ShenZhen
                HongTian Hi-Tech Development Co, Ltd

              深圳市宏天攨科技发展有榰公司

            
	
              2

            	
              Consumer
                Data Acquisition and Management Contract

            	
              ShenZhen
                Doubi Digital Tech Co, Ltd

              深圳市多比数码技术有榰公司

            
	
              3

            	
              Consumer
                Data Acquisition and Management Contract

            	
              GuangDong
                FengDa Hi-Tech Co, Ltd

              广东丰灂攨科技有榰公司

            


    

    


    
      
        
          Intellectual
            Property Assignment Agreement

        

      

      
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