Unassociated Document


    AMENDED
      AND RESTATED LOAN AGREEMENT

    


    


    This
      Amended and Restated Loan Agreement (the “Agreement”) is entered into in
      ShenZhen as of February 08, 2007 by 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 

    


    WHEREAS,

    


    1.
       Party
      A
      is a wholly-owned foreign enterprise incorporated in the People’s Republic of
      China (the “PRC”);

    


    2.
       Party B, C and D (collectively the “the Borrowers”) are the citizens of
      the PRC. They own respectively 90% (Party B), 8% (Party C) and 2% (Party
      D) of the equity interests of ShenZhen JingWei Communication Co., Ltd.
      (the “ShenZhen JingWei”) incorporated in ShenZhen;

    


    3.
       Party A provides an interest-free loan RMB 2,000,000 to Party B,
      Party C and Party D for their capital contribution of ShenZhen
      JingWei;

    


    NOW
      THEREFORE, All parties agree to amend and restate the Original Loan Agreement
      as
      follows:

    


    1.
       Party A agrees to provide an interest-free loan to the Borrowers with the
      principal as RMB 2,000,000 in accordance with the terms and conditions
      set forth in this Agreement. RMB 1,800,000 is loaned to Party B, RMB 160,000
      is loaned to Party C and RMB 40,000 is loaned to Party
D.

    


    2.
       The
      Borrowers confirm that they have obtained the total amount of the loan and
      have
      invested them into ShenZhen JingWei as capital contribution.

    


    3.
       The
      Term
      of such loan starts from the date that the Borrowers received the loan until
      ten
      (10) years after signing this Agreement and could be extended upon the written
      agreement of three parties through negotiations. During the term or extended
      term of such a loan, Party A may accelerate the loan repayment, if any of the
      following events occurs:

    


    (1)
       The
      Borrower quits or is dismissed by Party A or its affiliates;

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (2)
       The
      Borrower dies or becomes a person without capacity or with limited capacity
      for
      civil acts;

    


    (3)
       The
      Borrower commits a crime or is involved in a crime;

    


    (4)
       Any
      other
      third party claims more than RMB100,000 against the Borrower; or

    


    (5)
       According
      to the PRC laws, Party A or its designated person may be qualified to invest
      in
      the business of value-added telecommunication, such as internet information
      service and other services, which ShenZhen JingWei runs, and also Party A will
      have given a written notice to ShenZhen JingWei and exercised its right of
      purchase in accordance with the terms under the exclusive purchase agreement
      speculated in Article 4 of this agreement.

    


    4.
       All
      parties herein agree and confirm that, according to the PRC laws, Party A or
      its
      designated person (including natural person, legal entity or any other entity)
      has the right, but the obligation, to purchase all or part of the equity
      interest held by Party B and/or Party C and/or Party D in ShenZhen JingWei
      (the
“Option Right”) at anytime, however, Party A shall notify Party B, Party C and
      Party D of such purchase of equity interests with a written notice. Once the
      written notice for exercising the Option Right is issued by Party A, Party
      B,
      Party C and Party D shall sell their equity interests of ShenZhen JingWei with
      the original invest price (the “Original Investment Price”) or other price
      allowed by laws according to the consent of Party A to Party A or its designated
      person. All parties agree and confirm that when Party A exercises the Option
      Right, the price that allowed by the applicable law at the time is higher than
      the Original Investment Price, Party A shall purchase the equity interests
      at
      the lowest price in accordance with the applicable law. All parties agree to
      execute the “Amended and Restated Option Agreement” (the “Option Agreement”) in
      connection with above matters and.

    


    5.
       All
      parties herein agree and confirm that the Borrowers or their successors or
      assignees may repay the loan only by the following methods: transfer the equity
      interest in ShenZhen JingWei to Party A and use the proceeds to repay the loan
      when the loan is due and Party A gives a written notice.

    


    6.
       All
      parties agree and confirm that this loan is an interest-free loan unless there
      are different provisions in this Agreement. But if the loan is due and the
      Borrowers have to transfer their equity interests in ShenZhen JingWei to Party
      A
      or its designated person and the proceeds exceed the loan principal due to
      the
      legal requirement or other reasons, the extra amount over the principal of
      proceeds will be considered as the interests or capital use cost, which shall
      be
      repaid to Party A.

    


    7.
       All
      parties agree and confirm that the Borrowers shall be deemed the completion
      of
      performing their obligations under this agreement only if the following
      requirements are met:

    


      (a)
       The
      Borrowers have transferred all their equity interests of ShenZhen JingWei to
      Party A and/its designated person; and,

    


      (b)
       The
      Borrowers have repaid the total amount caused from the equity interest
      transferring or the maximum amount (including principal and the highest loan
      interest) allowed by the applicable law concerning loans to Party
      A.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    8.
       To
      secure
      the performance of the debt under this agreement, the Borrowers agree to
      respectively pledge all their own equity interest of ShenZhen JingWei to Party
      A
      (the “Equity Pledge”). All parties acknowledge that, other than the debts herein
      under this Agreement, the debts secured by Equity Pledge under the “Amended and
      Restated Exclusive Technology Consulting Service Agreement” (the “Service
      Agreement”) executed between the ShenZhen JingWei and Party A. All parties agree
      to execute an “Amended and Restated Equity Interest Pledge Agreement” (the
“Equity Pledge Agreement”).

    


    9.
       Party
      A
      hereby represents and warrants to the Borrowers that, as of the execution date
      of this Agreement:

    


    (a)
       Party
      A
      is a company incorporated and validly existing under the laws of
      PRC;

    


    (b)
       Party
      A
      has the right to execute and perform this Agreement. Party A, subject to its
      business scope, Articles or other institutional documents, has taken necessary
      actions to get all necessary and appropriate approvals and
      authorizations;

    


    (c)
       The
      principal of loan to the Borrowers is legally owned by the Party A;

    


    (d)
       The
      execution and the performance of this Agreement by Party A does not violate
      any
      laws, regulations, approvals, authorizations, notices, other governmental
      documents, any agreement signed with the third party or any promise issued
      to
      the third party; and

    


    (e)
       This
      Agreement shall constitute the legal, valid and binding obligations of Party
      A,
      which is upon its execution.

    


    10.
       The
      Borrowers hereby represent and warrant to Party A that, from the execution
      date
      of this Agreement until this Agreement terminates:

    


    (a)
       ShenZhen
      JingWei is a limited liability company incorporated and validly existing under
      the laws of PRC and the Borrowers are the legal holders of the equity interest
      of ShenZhen JingWei;

    


    (b)
       The
      Borrowers has the right to execute and perform this Agreement. Each Borrower,
      subject to its business scope, Articles or other institutional documents, has
      taken necessary actions to get all necessary and appropriate approvals and
      authorizations;

    


    (c)
       The
      execution and the performance of this Agreement by the Borrowers does not
      violate any laws, regulations, approvals, authorizations, notices, other
      governmental documents, any agreement signed with the third party or any promise
      issued to the third party; and

    


    (d)
       This
      Agreement shall constitute the legal and valid obligations of the Borrower,
      which is enforceable against the Borrowers in accordance with its terms upon
      its
      execution;

    


    (e)
       The
      Borrowers have paid contribution in full for their equity interests in the
      ShenZhen JingWei in accordance with applicable laws and regulations and have
      obtained capital contribution verification report issued by the qualified
      accounting firm;

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

      (f)
       Except
      the provisions stipulated in “Equity Pledge Agreement” and “Option Agreement”,
      the Borrowers does not create pledge or any other security, make third party
      any
      offer to transfer the Borrowers’ equity, make acceptance for the offer of any
      third party to purchase Borrowers’ equity, or execute agreement with any third
      party to transfer Borrowers’ equity;

    


      (g)
       There
      are
      no pending or potential disputes, litigation, arbitration or other
      administrative proceedings or other legal proceedings in connection with the
      equity interests of ShenZhen JingWei hold by the Borrowers;

    


      (h)
       ShenZhen
      JingWei has completed all governmental approval, authorization, license,
      registration, filing and otherwise necessary to carry out the business subject
      to its business license and to possess its assets.

    


    11.
       The
      Borrowers covenant that it shall, during the term of this
      Agreement,

    


    (a)
       Not
      sell,
      transfer, pledge, dispose in any other manners of their equity interests of
      ShenZhen JingWei or other interests, or not allow to create other security
      interests on it without Party A’s prior written consent, except the terms of the
      Equity Interest Pledge Agreement;

    


    (b)
       Not
      cause
      the shareholder’s meeting to make resolutions to sell, transfer, pledge, dispose
      of in any other manners, or not allow to create other security interest on,
      any
      of the Borrower’s legal right of equity or equity interest without Party A’s
      prior written consent, except that is caused by Party A and its designated
      person;

    


    (c)
       Not
      cause
      the shareholder’s meeting to make resolutions to merge or combine with, acquire
      or invest in any person without Party A’s prior consent;

    


    (d)
       Promptly
      inform Party A of the pending or threatened litigation, arbitration or
      regulatory procedure concerning the Borrowers’ equity interests of the ShenZhen
      JingWei;

    


    (e)
       Execute
      all necessary or appropriate documents, take all necessary or appropriate
      actions and bring all necessary or appropriate lawsuits or make all necessary
      and appropriate defending against all claims in order to maintain their equity
      interest of the ShenZhen JingWei;

    


    (f)
       Not
      do
      anything that may materially affect the assets, business and liabilities of
      ShenZhen JingWei without Party A’s prior written consent;

     

     (g)
       Appoint
      any person to be the director of ShenZhen JingWei subject to Party A’s
      request;

    


      (h)
       Transfer
      promptly and unconditionally, at any time, all of the Borrowers’ equity interest
      in the ShenZhen JingWei to Party A or the representative designated by Party
      A
      subject to the request of Party A, provided that such transfer is permitted
      under the laws of PRC;

    


      (i)
       Not
      to
      request ShenZhen JingWei to distribute dividends or profits;

    


      (j)
       In
      case
      the equity interest of ShenZhen JingWei is transferred to Party A and its
      designated person by the Borrowers, the Borrowers shall repay the price caused
      by transferring their equity interest of ShenZhen JingWei in full, as the
      principal and the interests or capital use cost allowed by laws, to Party A;
      and

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (k)
       Comply
      strictly with the terms of this Agreement, and perform the obligations pursuant
      to this Agreement and do not conduct any action or nonfeasance that affects
      the
      validity and enforceability of such contracts.

    


    12.
       The
      Borrowers, as the shareholders of the ShenZhen JingWei, covenant that they
      shall
      cause the ShenZhen JingWei, during the term of this Agreement:

     

    (a)
       Not
      to
      supply, amend or modify its articles of association, or to increase or decrease
      its registered capital, or to change its capital structure in any way without
      Party A’s prior written consent;

    


    (b)
       To
      maintain and operate its business and deal with matters prudently and
      effectively, subject to good financial and business rules and
      practices,;

    


    (c)
       Not
      to
      sell, transfer, mortgage, dispose of in any other manner, or to create other
      security interest on, any of its assets, business or legal right to collect
      interests without Party A’s prior written consent;

    


    (d)
       Not
      to
      create, succeed to, guarantee or permit any liability, without the Party A’s
      prior written consent, except (i) the liability arising from the course of
      the
      ordinary or daily business operation, but not arising from the loan; and (ii)
      the liability reported to Party A or approved by Party A in
      writing;

    


    (e)
       To
      operate persistently all the business and to maintain the value of its
      assets;

    


    (f)
       Not
      to
      execute any material contracts (during this stage, a contract will be deemed
      material if the value of it exceeds RMB ¥ 100,000), without Party A’s prior
      written consent, other than those executed during the ordinary
      operation;

    


    (g)
       To
      provide information concerning all of its operation and financial affairs
      subject to Party A’s request;

    


    (h)
       Not
      to
      merger or combine with, buy or invest in, any other person without Party A’s
      prior written consent;

    


    (i)
       Not
      to
      issue dividends to each shareholder in any form without Party A’s prior written
      consent. However, the ShenZhen JingWei shall promptly allocate all its allocable
      profits to each of its shareholders upon the Party A’s request;

    


    (j)
       To
      inform
      promptly Party A of the pending or threatened suit, arbitration or regulatory
      procedure concerning the assets, business or income of the ShenZhen
      JingWei;

    


    (k)
       To
      execute all necessary or appropriate documents, to take all necessary or
      appropriate action and to bring all necessary or appropriate lawsuit or to
      make
      all necessary and appropriate defending against all compensation claims in
      order
      to maintain the ownership for all its assets;

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (l)
       To
      comply
      strictly with the terms of Service Agreement and other agreements executed
      by
      Party A, to perform their obligation under aforesaid agreements, and not to
      conduct any action or nonfeasance that affects the validity and enforceability
      of such agreements;

    


    13.
       This
      agreement is binding to all the parties herein and their respective successors
      and assignees only on their behalf. Without prior written approval of Party
      A,
      the Borrowers can not transfer, pledge or assign any right, benefit or
      obligation under this agreement.

    


    14.
       The
      Borrowers agree that Party A can assign its rights and duties under this
      agreement to a third party when it thinks necessary, in which Party A only
      needs
      to give a written notice to the Borrowers and no further consent of the
      Borrowers is required.

    


    15.
       The
      execution, validity, interpretation, performance, amendment, termination and
      the
      dispute resolution of this agreement are governed by the laws of
      PRC.

    


    16.
       Arbitration.

    


    Both
      Parties shall strive to settle any dispute, conflicts, or compensation claims
      arising from the interpretation or performance (including any issue relating
      to
      the existence, validity and termination) in connection with this Agreement
      through friendly consultation. In case no settlement can be reached within
      thirty (30) day after one party ask for the settlement, each party can submit
      such matter to China International Economic and Trade Arbitration Commission
      (the “CIETAC”) in accordance with its rules. The arbitration award shall be
      final and conclusive and binding upon the Parties.

    


    The
      arbitration should take place in
      Beijing.

    


    The
      arbitration language is Chinese.

    


    17.
       This
      Agreement shall be concluded on the date of execution. And all Parties agree
      that the terms and conditions of this Agreement shall be effective as of the
      date on which the Borrowers have obtained the loan and shall expire when both
      Parties has completed their obligations under this Agreement.

    


    18.
       The
      Borrowers cannot terminate or revoke this Agreement unless (a) Party A commits
      the material defect, fraud or other material illegal action; (b) the bankrupt
      of
      Party A.

    


    19.
       The
      Parties may amend and supply this Agreement with a written agreement. The
      amendment and supplement duly executed by the Parties shall be a part of this
      Agreement and shall have the same legal effect as this Agreement.

    


    20.
       This
      Agreement constitutes 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.

    


    21.
       This
      Agreement is severable. If any clause of this Agreement is judged as invalid
      or
      non-enforceable according to relevant PRC Laws, such clause shall be deemed
      invalid only within the applicable area of the PRC Laws, and without affecting
      other clauses hereof in any way.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    22.
       Any
      party
      should protect the confidentiality of the information concerning the other
      party’s business, operation, financial situation or other confidential
      information obtained under this agreement or during the performance of this
      agreement.

    


    23.
       Any
      obligation arising from or terminated by this Agreement before the expiration
      or
      early termination this Agreement shall survive after such expiration or early
      termination. The Article 15, 16 and 22 shall survive after the termination
      of
      this Agreement.

    


    24.
       This
      Agreement has three original copies and is hold respectively by Party A, B
      and
      C, and each original copy has the same legal effect.

    


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

    


    Legal
      Representative/Authorized Representative:

    


    Seal:

    


    


    Party
      B:
      Mr. JianGuo Du

    


    Signature:

    


    


    Party
      C:
      Ms. AiLing Yin

    


    Signature:

    


    Party
      D:
      Ms. GuiLing Yin

    


    Signature:

     

    
      
        
          Loan
            Agreement

        

      

      
        7