Unassociated Document


    INTELLECTUAL
      PROPERTY AGREEMENT

    


    This
      Intellectual Property Agreement (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,
      a wholly foreign-owned enterprise incorporated under the laws of the People’s
      Republic of China (the ”PRC”), which has the right of the intellectual property
      (including but not limited to Trademark,
      the Ownership of Consumer Data Base, Software Copyright and
      License)
      specified in the Appendix I of this Agreement (the “intellectual
      property”).

    


    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
      A
      agrees to license the non- exclusive right to use the intellectual property
      pursuant to this Agreement to Party B in accordance with the terms and
      conditions set forth herein and Party B agrees to accept the right to use the
      intellectual property on the same terms and conditions set forth
      herein.

    


    NOW
      THEREFORE, both Parties agree as follows:

    


    1.
       Grant
      of
      License

    


    1.1
       The
      Intellectual Property

    


    1.1.1
       Upon
      the
      terms and conditions hereinafter set forth, Party A hereby agrees to grant
      and
      Party B hereby agree to accept the right to use the intellectual property in
      PRC. The license under this Agreement is a non-exclusive, non-assignable and
      non-transferable license.

    


    1.1.2
       Party
      A
      owns the sole and exclusive right of the intellectual property, including any
      improvement, upgrades and derived products, no matter whether such products
      are
      created by Party A or Party B. The right and obligation under 1.1.2 of this
      article shall survive upon termination of this Agreement.

    


    1.2
       Scope

    


    
      
        Intellectual
          Property Agreement

      

      
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    1.2.1
       The
      Intellectual Property granted to Party B shall only be used to the scope of
      Party B’s Business operated by Party B. Party B shall not sub-license the
      Intellectual Property to others or use the Intellectual Property in the third
      party’s training, business share, lease without the consent from Party A, unless
      there are opposite stipulations in this Agreement.

    


    1.2.2
       The
      use
      right granted under this Agreement is only valid in the PRC. Party B agrees
      not
      to directly or indirectly use or authorize to use the Intellectual Property
      in
      the other regions.

    


    2.
       Terms
      of
      Payment: Party B agrees to pay Party A the Intellectual Property License fees
      (the “License Fees”) and the specified amount of the license fees and the form
      of payment are set forth in Appendix 2. Party A has the right to exempt the
      obligation of payment or adjust the amount of the License Fees set forth in
      Appendix 2 according to the actual circumstances from time to time.

    


    3.
       Party
      A’s
      Rights and Protection of the Party A’s Rights

    


    3.1
       Party
      B
      agrees, during the term of this Agreement, or thereafter, not to query the
      copyright or any rights of Party A in connection with the Intellectual Property,
      and conduct any actions that is deemed by Party A as harmful to its rights
      or
      license.

    


    3.2
       Party
      B
      agrees to provide necessary assistances to help Party A to protect the rights
      of
      Intellectual Property. Party A may participate the lawsuits related to the
      claims of compensation with its own desire, on behalf of itself, Party B or
      both
      Parties, once any third party claims the compensation in connection with the
      Intellectual Property of Party A. If any third party infringes any right of
      Intellectual Property, Party B shall notify Party A immediately in written
      of
      such infringements within the scope that it knows, and only Party A has the
      right to take actions against such infringements.

    


    3.3
       Party
      B
      agrees to use the Intellectual Property only pursuant to this Agreement and
      not
      to use the Intellectual Property by manner of deceit, misleading or others
      manners that are deemed by Party A as harmful to the Intellectual Property
      or
      the reputation of Party A.

    


    4.
       Confidentiality

    


    4.1
       Party
      B
      shall protect and maintain the confidentiality of any and all confidential
      data
      and information acknowledged or received by Party B from Party A (collectively
      the “Confidential Information”). Upon termination of this Agreement, Party B
      shall return Confidential Information to Party A or destroy it itself and delete
      Confidential Information from any electronic devices and cease to use them
      as
      required by Party A. Party B shall not disclose, grant or transfer any
      Confidential Information to any third party and will not use the Confidential
      Information without Party A’s written consent.

    


    4.2
       Both
      Parties agree that the Article 4 shall survive whatever this agreement is
      amended, rescinded or terminated.

    


    5.
       Representations
      and Warranties

    


    5.1
       Party
      A
      represents and warrants as follows:

    


    
      
        Intellectual
          Property
          Agreement

      

      
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    5.1.1
       Party
      A
      is a wholly foreign-owned enterprise duly incorporated and validly existing
      under the laws of the PRC.

    


    5.1.2
       Party
      A,
      subject to its company power and business scope, has taken necessary company
      actions to get the proper authorization and the consents or approvals (if
      necessary) from other third party or governments, without breaching any
      restricts of the laws and company that binds or affects Party A to execute
      and
      perform this Agreement.

    


    5.1.3
       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.

    


    5.1.4
       Party
      A
      owned copyright or license of the Intellectual Property.

    


    5.2
       Party
      B
      represents and warrants as follows:

    


    5.2.1
       Party
      B
      is a company duly registered and validly existing under the laws of the PRC
      and
      is licensed by relevant government authorities to engage in the internet
      information service value-added telecommunication service.

    


    5.2.2
       Party
      B,
      subject to its company power and business scope, has taken necessary company
      actions to get the proper authorization and the consents or approvals (if
      necessary) from other third party or governments, without breaching any
      restricts of the laws and company that binds or affects Party B to execute
      and
      perform this Agreement.

    


    5.2.3
       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.

    


    6.
       Effective
      Date and Term

    


    6.1
       This Agreement has been duly executed as of the date first set forth above
      and shall be effective simultaneously. The term of this Agreement is five (5)
      years unless the early termination in accordance with this Agreement. However,
      Party A and Party B shall review this Agreement every six (6) months to
      determine whether any amendment or supplement to the Agreement is necessary
      by
      considering the circumstances after the executing of this
      Agreement.

    


    6.2
       This
      Agreement may be extended by both Parties in writing upon the expiration of
      this
      Agreement. The term of extension will be decided by the consultation of both
      Parties.

    


    7.
       Termination

    


    7.1
       Early
      Termination

    


    Without
      prejudice to any legal or other rights or remedies of the party who asks for
      termination of this Agreement, any Party has the right to terminate this
      Agreement immediately with written notice to the other party in the event the
      other party materially breaches this Agreement including but not limited to
      the
      obligation under Article 3 of this Agreement and fails to cure its breach within
      thirty (30) days from the date it receives written notice of its breach from
      the
      non-breaching party. During the term of this Agreement, Party A may terminate
      this Agreement at any time with a written notice to Party B 30 days before
      such
      termination.

    


    
      
        Intellectual
          Property
          Agreement

      

      
        3

        
          

        

      

      
        
        

      

    

    7.2
       Effect
      of
      Termination or Expiration

    


    Upon
      and
      after the expiration or termination of this Agreement, Party B shall not have
      all rights granted pursuant to this Agreement and will refrain from further
      direct or indirect use of the Intellectual Property.

    


    8.
       Force
      Majeure

    


    8.1
       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.

    


    8.2
       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.

    


    9.
       Settlement
      of Disputes: Both Parties shall strive to settle any dispute arising from the
      interpretation or performance through friendly consultation. In case no
      settlement can be reached through consultation within 30 days after one party
      ask for consultation, each party can submit such matter to China International
      Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its
      rules, and the arbitration proceedings shall be conducted in Chinese and shall
      take place in Beijing. The arbitration award shall be final and conclusive
      and
      binding upon the parties and shall be enforceable in accordance with its
      terms.

    


    10.
       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.

     

    
      
        Intellectual
          Property Agreement

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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

    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

    


    11.
       Assignment
      or Sublicense: This Agreement and all the rights and obligations of Party B
      hereunder shall not be assigned, pledged, sublicensed without the prior written
      consent of Party A.

    


    12.
       Applicable
      Law: The validity, implementation and interpretation of this Agreement shall
      be
      governed by the laws of PRC.

    


    13.
       Amendment
      and Supplement: Any amendment and supplement of this Agreement shall be made
      by
      both parties in writing. 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.

    


    14.
       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.

    


    15.
       Appendices:
      The Appendices referred to in this Agreement are an integral part of this
      Agreement and have the same legal effect as this Agreement.

    


    IN
      WITNESS THEREOF Both 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.

    


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

    Legal
      Representative/Authorized Representative:

       

    Seal:

    


    


    Party
      B:
      ShenZhen JingWei Communication Co., Ltd.

    Legal
      Representative/Authorized Representative:

       

    Seal:

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    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
          Agreement

      

      
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    Appendix
      2 Account and payment method of License Fee

    


    Party
      B
      should pay for All Intellectual Property RMB 1,000,000 per year to Party A
      as
      license fee. Party B shall pay the license fee to the account designated by
      Party A before December 31 each year. Party A has the right to determine whether
      or not to exempt the Party B’s obligation to pay license fee at its
      discretion.

     

    
      
        Intellectual
          Property Agreement

      

      
        7