Unassociated Document


    Operating
      Agreement

    


    This
      Operating Agreement (hereinafter referred to as “this Agreement”) is entered
      into in ShenZhen on February 08, 2007 between the following
      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.

    


    PARTY
      C:
      Mr. JianGuo Du

    ID
      No.
      310104640815041    

    


    PARTY
      D:
      Ms. AiLing Yin

    ID
      No.
      310104660918042  

    


    PARTY
      E:
      Ms. GuiLing Yin

    ID
      No.
      410802640601252 

    


    WHEREAS:

    


    1.
       Party
      A
      is a wholly foreign-owned enterprise duly incorporated and validly existing
      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 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;

    


    3.
       Party
      C,
      Party D and Party E are shareholders of Party B, in which Party C owns 90%,
      Party D owns 8% and Party E owns 2% equity interests of Party B;

    


    4.
       Party
      A
      has established a business relationship with Party B by entering into the
      amended and restated “Exclusive Technology Consulting Services Agreement”
(hereinafter referred to as the “Services Agreement”), Intellectual Property
      Agreement;

    


    5.
       Pursuant to the above-mentioned agreements between Party A and Party B,
      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,
      the
      relevant payable account has not been paid yet and the daily operation of Party
      B will have a material effect on its capacity to pay such payable account to
      Party A;

    


    
      
        Operating
          Agreement

      

      
        1

        
          

        

      

      
        
        

      

    

     

    NOW
      THEREFORE, all parties of this Agreement hereby agree as follows through mutual
      negotiations:

    


    1.
       Party
      A
      agrees, subject to the satisfaction of the relevant provisions by Party B
      herein, as the guarantor for Party B in the contracts, agreements or
      transactions in connection with Party B’s operation between Party B and any
      other third party, to provide full guarantee for the performance of such
      contracts, agreements or transactions by Party B. Party B agrees, as the
      counter-guarantee, to pledge the receivable account in its operation and the
      whole assets of company to Party A. According to the aforesaid guarantee
      arrangement, Party A wishes to enter into written guarantee contracts with
      Party
      B’s counter-parties thereof to assume the guarantee liability as the guarantor
      when it needs; therefore, Party B, Party C, Party D and Party E shall take
      all
      necessary actions (including but not limited to execute relevant documents
      and
      transact relevant registrations) to carry out the arrangement of
      counter-guarantee to Party A.

    


    2.
       In
      consideration of the requirement of Article 1 herein and assuring the
      performance of the various operation agreements between Party A and Party B
      and
      the payment of the payables accounts by Party B to Party A, Party B together
      with its shareholders Party C, Party D and Party E hereby jointly agree that
      Party B shall not conduct any transaction which may materially affects its
      assets, obligations, rights or the company’s operation (excluding the business
      contracts, agreements, sell or purchase assets during Party B’s regular
      operation and the lien obtained by relevant counter parties due to such
      agreements) unless the obtainment of a prior written consent from Party A,
      including but not limited to the following contents:

    


    2.1
       borrow
      money from any third party or assume any debt;

    


    2.2
       To
      sell
      to or acquire from any third party any asset or right, including but not limited
      to any intellectual property right;

    


    2.3
       To
      provide real guarantee for any third party with its assets or intellectual
      property rights;

    


    2.4
       To
      assign
      to any third party its business agreements.

    


    3.
       In
      order
      to ensure the performance of the various operation agreements between Party
      A
      and Party B and the payment of the various payables by Party B to Party A,
      Party
      B together with its shareholders Party C, Party D and Party E hereby jointly
      agree to accept, from time to time, the corporate policy advise and guidance
      provided by Party A in connection with company’s daily operating and financial
      management and the employment and dismissal of the company’s
      employees.

    


    4.
       Party
      B
      together with its shareholders Party C, Party D and Party E hereby jointly
      agree
      that Party C, Party D and Party E shall appoint the person recommended by Party
      A as the directors of Party B, and Party B shall appoint Party A’s senior
      managers as Party B’s General Manager, Chief Financial Officer, and other senior
      officers. If any of the above senior officers leaves or is dismissed by Party
      A,
      he or she will lose the qualification to take any position in Party B and Party
      B shall appoint other senior officers of Party A recommended by Party A to
      take
      such position. The person recommended by Party A in accordance with this Article
      herein should comply with the stipulation on the qualifications of directors,
      General Manager, Chief Financial Officer, and other senior officers pursuant
      to
      applicable law.

    


    
      
        
          Operating
            Agreement

        

      

      
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    5.
       Party
      B
      together with its shareholders Party C, Party D and Party E hereby jointly
      agree
      and confirm that Party B shall seek the guarantee from Party A first if it
      needs
      any guarantee for its performance of any contract or loan of flow capital in
      the
      course of operation. In such case, Party A shall have the right but not the
      obligation to provide the appropriate guarantee to Party B on its own
      discretion. If Party A decides not to provide such guarantee, Party A shall
      issue a written notice to Party B immediately and Party B shall seek a guarantee
      from other third party.

    


    6.
       In
      the
      event that any of the agreements between Party A and Party B terminates or
      expires, Party A shall have the right but not the obligation to terminate all
      agreements between Party A and Party B including but not limited to the Services
      Agreement.

    7.
       Any
      amendment and supplement of this Agreement shall be made in writing. The
      amendment and supplement duly executed by all parties shall be deemed as a
      part
      of this Agreement and shall have the same legal effect as this
      Agreement.

    


    8.
       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.

    


    9.
       Party
      B
      shall not assign its rights and obligations under this Agreement to any third
      party without the prior written consent of Party A. Party B hereby agrees that
      Party A may assign its rights and obligations under this Agreement as it 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.

    


    10.
       All
      parties acknowledge and confirm that any oral or written materials communicated
      pursuant to this Agreement are confidential documents. All parties shall keep
      secret of all such documents and not disclose any such documents to any third
      party without prior written consent from other parties 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
      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 by any party shall be deemed the disclosure of such party and such
      party shall assume the liabilities for its breach of contract pursuant to this
      Agreement. This Article shall survive whatever this Agreement is void, amended,
      cancelled, terminated or unable to perform.

    


    11.
       This
      Agreement shall be governed by and construed in accordance with the PRC
      law.

    


    12.
       The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance of this Agreement through friendly consultation. In case no
      settlement can be reached through consultation, each party can submit such
      matter to China International Economic and Trade Arbitration Commission
      (“CIETAC”) for arbitration in accordance with its rules of CIETAC. The
      arbitration proceedings shall take place in Beijing and shall be conducted
      in
      Chinese. The arbitration award shall be final and conclusive and binding upon
      all the parties.

    


    13.
       This
      Agreement shall be executed by a duly authorized representative of each party
      as
      of the date first written above and become effective simultaneously. Party
      A and
      Party B’s rights and obligations under the Agreement on Operation Cost shall be
      terminated simultaneously upon the effectiveness of this Agreement.

    


    
      
        
          Operating
            Agreement

        

      

      
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    14.
       Notwithstanding
      Article 13 hereof, the parties confirm that this Agreement shall constitute
      the
      entire agreement of the Parties with respect to the subject matters therein
      and
      supersedes and replaces all prior or contemporaneous verbal and written
      agreements and understandings.

    


    15.
       The
      term
      of this agreement is ten (10) years unless early termination occurs in
      accordance with relevant provisions herein or in any other relevant agreements
      reached by all parties. This Agreement may be extended only upon Party A’s
      written confirmation prior to the expiration of this Agreement and the extended
      term shall be determined by the Parties hereto through mutual consultation.
      During the aforesaid term, if Party A or Party B is terminated at expiration
      of
      the operation term (including any extension of such term) or by any other
      reason, this Agreement shall be terminated upon such termination of such party,
      unless such party has already assigned its rights and obligations in accordance
      with Article 9 hereof.

    


    16.
       This
      Agreement shall be terminated on the expiring date unless it is renewed in
      accordance with the relevant provision herein. During the valid term of this
      Agreement, Party B shall not terminate this Agreement. Notwithstanding the
      above
      stipulation, Party A shall have the right to terminate this Agreement at any
      time by issuing a thirty (30) days prior written notice to Party B.

    


    17.
       The
      original of this Agreement is in five (5) copies, each party holds one and
      all
      original are equally valid.

    


    IN
      WITNESS THEREOF each party hereto have caused this Agreement duly executed
      by
      itself or a duly authorized representative on its behalf as of the date first
      written above.

     

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

    Authorized
      Representative:

       

    Seal:

    


    Party
      B:
      ShenZhen JingWei Communication Co.,
      Ltd.

    Authorized
      Representative:

       

    Seal:

    


    PARTY
      C:
      Mr. JianGuo Du

    


    Signature:

    


    PARTY
      D:
      Ms. AiLing Yin

    


    Signature:

    


    PARTY
      E:
      Ms. GuiLing Yin

    


    Signature:

     

    
      
        
        

      

      
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