Unassociated Document


    Exclusive
      Option Agreement

    


    This
      Exclusive Option Agreement (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:
      Mr. JianGuo Du

    ID
      No.
      310104640815041    

    


    Party
      C:
      Ms. AiLing Yin

    ID
      No.
      310104660918042  

    


    Party
      D:
      Ms. GuiLing Yin

    ID
      No.
      410802640601252 

    


    Party
      E:
      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 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
      E
      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
      B,
      Party C and Party D are shareholders of Party E, in which Party B owns 90%,
      Party C owns 8% and Party D owns 2% equity interests of Party E (collectively
      the “Equity Interest”);

    


    4.
       The Loan Agreement (the “Loan Agreement”) is entered into by Party A,
      Party B, Party C and Party D on February 08, 2007;

    


    5.
       A series agreements such as the Exclusive Technology Consulting Services
      Agreement (the “Service Agreement”) are entered into by Party A and Party E on
      February 08, 2007;

    


    6.
       The Equity Pledge Agreement (the “Equity Pledge Agreement”) is entered
      into by Party A, Party B, Party C and Party D as of February 08,
      2007;

    


    NOW,
      THEREFORE, the Parties to this Agreement hereby agree as follows:

    


    
      
        Exclusive
          Option Agreement

      

      
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    1.
       Purchase
      and Sale of Equity Interest

    


    1.1
       Grant
      Rights: Party B, Party C and Party D (hereafter collectively the “Transferor”)
      hereby irrevocably grants to Party A an option to purchase or cause any
      designated person (“Designated Persons”) to purchase, to the extent permitted
      under PRC Law, according to the steps determined by Party A, at the price
      specified in Section 1.3 of this Agreement, at any time from the Transferor
      a
      portion or all of the equity interests held by Transferor in Party E (the
“Option”). No Option shall be granted to any third party other than Party A
      and/or the Designated Persons. Party E hereby agrees to the granting of the
      Option by Party B, Party C and Party D to Party A and/or the Designated Persons.
      The “person” set forth in this clause and this Agreement means an individual
      person, corporation, joint venture, partnership, enterprise, trust or a
      non-corporation organization.

    


    1.2
       Exercise
      Steps: According to the stipulations of PRC laws and regulation, Party A and/or
      the Designated Persons may exercise Option by issuing a written notice (the
      “Notice”) to the Transferor and specifying the equity interest purchased from
      Transferor (the “Purchased Equity Interest”) and the manner of
      purchase.

    


      1.3
       Purchase
      Price

    


    1.3.1
       For
      Party
      A to exercise the Option, the purchase price of the Purchased Equity Interest
      (“Purchase Price”) shall be equal to the original paid-in price of the Purchased
      Equity Interest by the Transferor, unless the applicable PRC laws and
      regulations require appraisal of the equity interests or stipulate other
      restrictions on the purchase price of equity interests.

    


    1.3.2
       If
      the
      applicable PRC laws require appraisal of the equity interests or stipulates
      other restrictions on the purchase price of Equity Interest at the time that
      Party A exercise the Option, the Parties agree that the Purchase Price shall
      be
      set at the lowest price permissible under the applicable laws.

    


    1.4
       Transfer
      of the Purchased Equity Interest

    


    In
      each
      time the performance of the Option:

    


    1.4.1
       The
      Transferor shall ask Party E to convene the shareholders’ meeting. During the
      meeting, the resolution, in which Transferor transfers Equity Interest to Party
      A and/or the Designated Persons, shall be made;

    


    1.4.2
       The
      Transferor shall, upon the terms and conditions of this Agreement and the Notice
      related to the Purchased Equity Interest, enter into Equity Interest Transfer
      Agreement with Party A and/or the Designated Persons (as
      applicable);

    


    1.4.3
       The
      related parties shall execute all other requisite contracts, agreements or
      documents, obtain all requisite approval and consent of the government, conduct
      all necessary actions, without any security interest, transfer the valid
      ownership of the Purchased Equity Interest to Party A and/or the Designated
      Persons, and cause Party A and/or the Designated Persons to be the registered
      owner of the Purchased Equity Interest. In this Clause and this Agreement,
      “Security Interest” means the ensure, mortgage, pledge, the right or interest of
      the third party, any purchase right of equity interest, right of acquisition,
      right of first refusal, right of set-off, ownership detainment or other security
      arrangements. But it does not include any security interest subject to the
      Equity Pledge Agreement.

    


    
      
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    1.5
       Payment:
      The payment of the Purchase Price shall be determined by the consultation of
      Party A and/or the Designated Persons with the Transferor according to the
      applicable laws at the performance of Option. The Parties hereby agree that
      Transferor shall repay any amount that is paid by Party A and/or the Designated
      Persons to Transferor in connection with the Purchased Equity Interest to Party
      A in accordance with the laws as the reimbursement of the principal of the
      loan
      and its interest or cost under the Loan Agreement allowed by the
      laws.

    


    2.
       Promises
      Relating Equity Interest

    


    2.1
       Promises
      Related to Party E: Party B, Party C, Party D and Party E hereby
      promise:

    


    2.1.1
       Without
      prior written consent by Party A, not, in any form, to supplement, change or
      renew the Articles of Association of Party E, to increase or decrease registered
      capital of the corporation, or to change the structure of the registered capital
      in any other forms;

    


    2.1.2
       According
      to fair finance and business standard and tradition, to maintain the existence
      of the corporation, prudently and effectively operate business and deal with
      works;

    


    2.1.3
       Without
      prior written consent by Party A, not, upon the execution of this Agreement,
      to
      sale, transfer, mortgage or dispose, in any other form, any asset, legitimate
      or
      beneficial interest of business or income of Party E, or to approve any other
      security interest set on it;

    


    2.1.4
       Without
      prior written notice by Party A, not cause, inherit guarantee or allow the
      existence of any debt, other than (i) the debt arising from normal or daily
      business but not from borrowing; and (ii) the debt disclosed to Party A and
      obtained the written consent from Party A;

    


    2.1.5
       To
      normally operate all business to maintain the asset value of Party E, without
      make any action or nonfeasance that sufficiently affects its operation and
      asset
      value;

    


    2.1.6
       Without
      prior written consent by Party A, not to enter into any material Agreement,
      other than the Agreement in the process of normal business (As in this
      paragraph, the amount in the Agreement that exceeds a hundred thousand Yuan
      (RMB
      100,000) shall be deemed as a material Agreement);

    


    2.1.7
       Without
      prior written consent by Party A, not to provide loan or credit loan to any
      others;

    


    2.1.8
       Upon
      the
      request of Party A, to provide all materials of operation and finance relevant
      to Party E;

    


    2.1.9
       Purchases
      and holds the insurance from the insurance company accepted by Party A, the
      insurance amount and category shall be the same with those held by the companies
      in the same area, operating the similar business and owning the similar
      properties and assets with Party E;

    


    
      
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    2.1.10
       Without
      prior written consent by Party A, not to merger or associate with any person,
      or
      acquire or invest in any person;

    


    2.1.11
       To
      notify
      Party A of the occurrence or the potential occurrence of the litigation,
      arbitration or administrative procedure related to the assets, business and
      income of Party E;

    


    2.1.12
       In
      order
      to keep the ownership of Party E to all its assets, to execute all requisite
      or
      appropriate documents, do all requisite or appropriate action, and advance
      all
      requisite or appropriate accusation, or make requisite or appropriate plea
      for
      all claims;

    


    2.1.13
       Without
      prior written notice by Party A, not to assign equity interests to shareholders
      in any form, but to assign all or part of its assignable profits to their own
      shareholders upon the request by Party A;

    


    2.1.14
       According
      to the request of Party A, to appoint any person designated by Party A to be
      the
      directors of Party E.

    


    2.2
       Promises
      Related to Transferor: Party B, Party C and Party D hereby promise:

    


    2.2.1
       Without
      prior written consent by Party A, not, upon the execution of this Agreement,
      to
      sale, transfer, mortgage or dispose in any other form any legitimate or
      beneficial interest of equity interest, or to approve any other security
      interest set on it, with the exception of the pledge set on the equity interest
      of the Transferor subject to Equity Pledge Agreement;

    


    2.2.2
       Without
      the prior written notice by Party A, not to decide or support or execute any
      shareholders resolution on the Party E’s shareholders’ meeting that approves any
      sale, transfer, mortgage or dispose of any legitimate or beneficial interest
      of
      equity interest, or allows any other security interest set on it, other than
      the
      pledge on the equity interests of Transferor pursuant to Equity Pledge
      Agreement;

    


    2.2.3
       With
      no
      prior written notice by Party A, they shall not agree or support or execute
      any
      shareholders resolution on the Party E’s shareholders’ meeting that approves
      Party E to merger or associate with any person, acquire any person or invest
      in
      any person;

    


    2.2.4
       To
      notify
      Party A the occurrence or the potential occurrence of the litigation,
      arbitration or administrative procedure related to the equity interest owned
      by
      them;

    


    2.2.5
       To
      cause
      the Board of Shareholders approving the transfer of the Purchased Equity
      Interest subject to this Agreement;

    


    2.2.6
       In
      order
      to keep its ownership of the equity interest, to execute all requisite or
      appropriate documents, conduct all requisite or appropriate actions, and make
      all requisite or appropriate claims, or make requisite or appropriate defend
      against fall claims of compensation;

    


    2.2.7
       Upon
      the
      request of Party A, to appoint any person designated by Party A to be the
      directors of Party E;

    


    
      
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    2.2.8
       Upon
      the
      request of Party A at any time, to transfer its equity interest immediately
      to
      the representative designated by Party A unconditionally at any time and abandon
      its prior right of first refusal of such equity interest transferring to another
      available shareholder;

    


    2.2.9
       To
      prudently comply with the provisions of this Agreement and other Agreements
      entered into collectively or respectively by the Transferor, Party E and Party
      A
      and perform all obligations under these Agreements, without taking any action
      or
      any nonfeasance that sufficiently affects the validity and enforceability of
      these Agreements;

    


    3.
       Representations
      and Warranties: As of the execution date of this Agreement and every
      transferring date, the Transferor and Party E hereby represents and warrants
      collectively and respectively to Party A as follows:

    


    3.1
       It
      has
      the power and ability to enter into and deliver this Agreement, and any equity
      interest transferring Agreement (“Transferring Agreement”, respectively) having
      it as a party, for every single transfer of the Purchased Equity Interest
      according to this Agreement, and to perform its obligations under this Agreement
      and any Transferring Agreement. Upon execution, this Agreement and the
      Transferring Agreements having it as a party constitute a legal, valid and
      binding obligation of it enforceable against it in accordance with its
      terms;

    


    3.2
       The
      execution, delivery of this Agreement and any Transferring Agreement and
      performance of the obligations under this Agreement and any Transferring
      Agreement do not: (i) cause to violate any relevant laws and regulations of
      PRC;
      (ii) constitute a conflict with its Articles of Association or other
      organizational documents; (iii) cause to breach any Agreement or instruments
      to
      which it is a party or having binding obligation on it, or constitute the breach
      under any Agreement or instruments to which it is a party or having binding
      obligation on it; (iv) cause to violate relevant authorization of any consent
      or
      approval to it and/or any continuing valid condition; or (v) cause any consent
      or approval authorized to it to be suspended, removed, or into which other
      requests be added;

    


    3.3
       Party
      E
      bears the kind and sellable ownership of all assets. Party E does not set any
      security interest on the said assets;

    


    3.4
       Party
      E
      does not have any unpaid debt, other than (i) debt arising from its normal
      business; and (ii) debt disclosed to Party A and obtained by the written consent
      from Party A;

    


    3.5
       Party
      E
      comply with all PRC laws and regulations applicable to the acquisition of
      assets;

    


    3.6
       No
      litigation, arbitration or administrative procedure relevant to the equity
      interest and assets of Party E or the corporation is in the process, to be
      settled or potentially take place;

    


    3.7
       The
      Transferor bears the fair and salable ownership of its equity interest without
      setting any security interest on the aforesaid assets, other than the security
      interest pursuant to the Equity Pledge Agreement.

    


    4.
       Assignment
      of Agreement

    


    4.1
       Party
      B,
      Party C, Party D and Party E shall not transfer their rights and obligations
      under this Agreement to any third party without the prior written consent of
      the
      Party A.

    


    
      
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    4.2
       Party
      B,
      Party C, Party D and Party E hereby agrees that Party A shall be able to
      transfer all of its rights and obligation under this Agreement to any third
      party with its needs, and such transfer shall only be subject to a written
      notice sent to Party B, Party C, Party D and Party E by Party A, and no any
      further consent from Party B, Party C, Party D and Party E will be
      required.

    


    5.
       Effective
      Date and Term

    


    5.1
       This
      Agreement shall be effective as of the date first set forth above. 

    


    5.2
       The
      term
      of this Agreement is ten (10) years unless the early termination in accordance
      with this Agreement or other terms of the relevant agreements stipulated by
      the
      Parties. This Agreement may be extended according to the written consent of
      Party A before the expiration of this Agreement. The term of extension will
      be
      decided unanimously through the consultation of the Parties.

    


    5.3
       If
      Party
      A or Party E terminated by the expiration of its operating period (including
      any
      extended period) or other causes in the term set forth in Section 5.2, this
      Agreement shall be terminated simultaneously, except Party A has transferred
      its
      rights and obligations in accordance with Section 4.2 of this
      Agreement.

    


    6.
       Applicable
      Law and Dispute Resolution

    


    6.1
       Applicable
      Law: The execution, validity, construing and performance of this Agreement
      and
      the disputes resolution under this Agreement shall be governed by the laws
      of
      PRC.

    


    6.2
       Dispute
      Resolution: 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.

    


    7.
       Taxes
      and
      Expenses: Every Party shall, according to the PRC laws, bear any and all
      registering taxes, costs and expenses for equity transfer arising from the
      preparation and execution of this Agreement and all Transferring Agreements,
      and
      the completion of the transactions under this Agreement and all Transferring
      Agreements.

    


    8.
       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.

    


    
      
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    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:
      Mr. JianGuo Du

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

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

    


    Party
      C:
      Ms. AiLing Yin

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

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

    


    Party
      D:
      Ms. GuiLing Yin

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

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

    


    Party
      E:
      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

    


    9.
       Confidentiality:
      The Parties acknowledge and confirm any oral or written materials exchanged
      by
      the Parties in connection with this Agreement are confidential. The Parties
      shall maintain the secrecy and confidentiality of all such materials. Without
      the written approval by the other Parties, any Party shall not disclose to
      any
      third party any relevant materials, but the following circumstances shall be
      excluded:

    


    a.
       The
      materials that is known or may be known by the Public (but not include the
      materials disclosed by each party receiving the materials);

    


    b.
       The
      materials required to be disclosed subject to the applicable laws or the rules
      or provisions of stock exchange; or

    


    c.
       The
      materials disclosed by each Party to its legal or financial consultant relating
      the transaction of this Agreement, and this legal or financial consultant shall
      comply with the confidentiality set forth in this Section. The disclosure of
      the
      confidential materials by staff or employed institution of any Party shall
      be
      deemed as the disclosure of such materials by such Party, and such Party shall
      bear the liabilities for breaching the contract. This Clause shall survive
      whatever this Agreement is invalid, amended, revoked, terminated or unable
      to
      implement by any reason.

    


    10.
       Further
      Warranties: The Parties agree to promptly execute documents reasonably required
      to perform the provisions and the aim of this Agreement or documents beneficial
      to it, and to take actions reasonably required to perform the provisions and
      the
      aim of this Agreement or actions beneficial to it.

    


    11.
       Miscellaneous

    


    11.1
       Amendment,
      Modification and Supplement: Any amendment and supplement of this Agreement
      shall be made by the Parties in writing. The amendment and supplement duly
      executed by each Party shall be deemed as a part of this Agreement and shall
      have the same legal effect as this Agreement.

    


    11.2
       Entire
      Agreement: Notwithstanding the Article 5 of this Agreement, the Parties
      acknowledge that this Agreement constitutes the entire agreement of the Parties
      with respect to the subject matters therein and supercede and replace all prior
      or contemporaneous agreements and understandings in verb or/and in
      writing.

    


    11.3
       Severability:
      If any provision of this Agreement is judged as invalid or non-enforceable
      according to relevant Laws, the provision shall be deemed invalid only within
      the applicable area of the PRC Laws, and the validity, legality and
      enforceability of the other provisions hereof shall not be affected or impaired
      in any way. The Parties shall, through fairly consultation, replace those
      invalid, illegal or non-enforceable provisions with valid provisions that may
      bring the similar economic effects with the effects caused by those invalid,
      illegal or non-enforceable provisions.

    


    11.4
       Headings:
      The headings contained in this Agreement are for the convenience of reference
      only and shall not affect the interpretation, explanation or in any other way
      the meaning of the provisions of this Agreement.

    


    11.5
       Language
      and Copies: This Agreement is executed in English in five (5) copies; each
      Party
      holds one and each original copy has the same legal effect.

    


    11.6
       Successor:
      This Agreement shall bind and benefit the successor of each Party and the
      transferee allowed by each Party.

    


    11.7
       Survival:
      Any obligation taking place or at term hereof prior to the end or termination
      ahead of the end of this Agreement shall continue in force and effect
      notwithstanding the occurrence of the end or termination ahead of the end of
      the
      Agreement. Article 6, Article 8, Article 9 and Section 11.7 hereof shall
      continue in force and effect after the termination of this
      Agreement.

    


    11.8
       Waiver:
      Any Party may waive the terms and conditions of this Agreement in writing with
      the signature of the Parties. Any waiver by a Party to the breach by other
      Parties within certain situation shall not be construed as a waiver to any
      similar breach by other Parties within other situations.

    


    IN
      WITNESS THEREFORE, the parties hereof have caused this Agreement to be executed
      by their duly authorized representatives as of the date first written
      above.

    


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

    Authorized
      Representative:

       

    Seal:

    


    
      
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    Party
      B:
      Mr. JianGuo Du

    


    Signature:

    


    


    Party
      C:
      Ms. AiLing Yin

    


    Signature:

    


    


    Party
      D:
      Ms. GuiLing Yin

    


    Signature:

    


    


    Party
      E:
      ShenZhen JingWei Communication Co., Ltd.

    Authorized
      Representative:

       

    Seal:

     

    
      
        Exclusive
          Option Agreement

      

      
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