Termination Agreement


     

    Exhibit
      10.2


    


    


     

    THE
      PERSONS NAMED IN SCHEDULE 1

    


    And

    


    COMTECH
      GROUP

    


    And

    


    UNITED
      INFORMATION TECHNOLOGY CO. LTD.

    


    TERMINATION
      OF UIT SHARE PURCHASE AGREEMENT

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     THIS
      AGREEMENT (this
      “Agreement”)
      is
      made on 6 August, 2006 by and among Comtech Group (the “Comtech”),
      a
      company incorporated and existing under the laws of the Cayman Islands, United
      Information Technology Co. Ltd., a company incorporated and registered in
      British Virgin Islands (
      the
“Company”),
      [            ],
a
      wholly
      foreign owned enterprise established in the People’s Republic of China (the
“Subsidiary”),
      the
      previous holders of Common Shares of the Company listed on Schedule 1 hereto
      (the “Previous
      Shareholders”)
      who
      were the shareholders of the Company prior to Previous Shareholders agreed
      to
      sell shares of the Company to Comtech on May 12, 2005 .

     

     

    
      	 	
              1.

            	
              WHEREAS:

            


    

     

    
      	 	
              1.1

            	
              An
                agreement was made on 12 May, 2005 by and among Comtech, the Company,
                the
                Subsidiary and the Previous Shareholders (the “Previous
                Share Purchase Agreement”
                set forth in Schedule 2 hereto).

            


    

     

    
      	
            	2.	
              AGREEMENT:

            


    

     

    
      	
            	2.1	
              Comtech,
                the Company, the Subsidiary and the Previous Shareholders agree that
                upon
                the Completion of the sale of shares of the Company as defined in
                the
                agreement of
                the Sale and Purchase of Shares in the Company (the “New Share Sale
                Agreement”as set forth in Schedule 3 hereto) dated
                on August 6, 2006 by and among Comtech, United Information Technology
                Co.
                Ltd., a company incorporated and registered in Cayman Islands, the
                Company, the Subsidiary, the
                Previous Share Purchase Agreement shall be terminated and void with
                immediate effect, and all the obligations, rights, responsibilities,
                liabilities and representations and warranties of Comtech Group shall
                be
                void and no longer have any effect. The Previous Shareholders do
                not
                object Comtech to enter the New Share Sale Agreement, and waive all
                the
                rights of the Previous Shareholders under the Previous Share Purchase
                Agreement. The Company, the Subsidiary and the Previous Shareholders
                further agree to waive the right to sue Comtech related to any claims
                or
                potential claims related to the Previous Share Purchase Agreement
                or
                arising from the Company and /or from the Subsidiary. The Company,
                the
                Subsidiary and the Previous Shareholders further agrees to indemnify
                Comtech from damages, any liabilities or potential liabilities related
                to
                the Previous Share Purchase Agreement or claims related to the Company
                or
                the Subsidiary.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
            	2.2	
              It
                is hereby acknowledged and agreed by each of the parties hereto that
                each
                of the parties hereto unconditionally and irrevocably waive all its
                rights, claims, interests, remedies, powers and actions pursuant
                to and
                arising from or in connection with the Previous Share Purchase Agreement
                and, accordingly, each of the parties hereto shall be unconditionally
                and
                irrevocably released from all obligations and liabilities assumed
                or
                incurred by it pursuant to the Previous Share Purchase Agreement
                with
                effect from the date of this
                Agreement.

            


    

    


    
      	
            	3	
              General
                Provisions

            


    

    


    
      	
            	3.01	
              Each
                of the parties hereto shall pay its own legal costs and charges and
                all
                other fees, costs, charges and expenses connected with the negotiation,
                preparation and implementation of this
                Agreement.

            


    

    


    
      	
            	3.02	
              Any
                notice required to be given under this Agreement shall be deemed
                duly
                served if left at or sent by registered post to, to the parties hereto
                at
                the address first mentioned above or such other address as shall
                have been
                notified in writing by or on behalf of such party to the other. Any
                such
                notice shall be deemed to be served at the time when the same if
                left at
                the address of the party to be served or if served by post on the
                second
                day (not being a Sunday or public holiday) next following the day
                of
                posting.

            


    

    


    
      	
            	3.03	
              This
                Agreement represents the entire agreement between the parties and
                supersedes any and all previous agreements in relation to the subject
                matter hereof.

            


    

    


    
      	
            	3.04	
              No
                variation, or waiver of any right in relation to, this Agreement
                shall be
                effective unless or made confirmed in writing and signed by each
                party.

            


    

    


    
      	
            	3.05	
              The
                provisions of this Agreement are severable and if any provision is
                held to
                be invalid, illegal or unenforceable by any court of competent
                jurisdiction then such invalidity, illegality or unenforceability
                shall
                not affect the remaining provisions of this
                Agreement.

            


    

    


    
      	
            	3.06	
              This
                Agreement is governed by the laws of Hong Kong and the parties agree
                to
                submit to the non-exclusive jurisdiction of the courts of Hong
                Kong.

            


    

    


    
      	
            	3.07	
              This
                Agreement is binding on and shall ensure for the benefit of each
                party’s
                successors and assigns but no right or obligation hereunder shall
                be
                capable of assignment or transfer by any party without the written
                consent
                of the other.

            


    

    


    


    Execution
      appears of following page.

    


    This
      Agreement was signed by the parties on the date first written
      above.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


     

    
      	
              SIGNED
                by

            	
              )

            
	
              for
                and on behalf of

            	
              )    /s/
                Jeffrey Kang

            
	
              Comtech
                Group

            	
              )

            
	
              in
                the presence of:

            	 
	 	 


    

    


     

    
      	
              SIGNED
                by

            	
              )

            
	
              for
                and on behalf of

            	
              )    /s/
                William Chan

            
	
              United
                Information Technology Co. Ltd (a company incorporated
                

              under
                the laws of the British Virgin Islands)

            	
              )

            
	
              in
                the presence of:

            	 
	 	 


    

    


     

    
      	
              SIGNED
                by

            	
              )

            
	
              for
                and on behalf of

            	
              )    /s/
                William Chan

            
	
              [                  
                ]

            	
              )

            
	
              in
                the presence of:

            	 
	 	 


    

    


     

    
      	
              SIGNED
                by

            	
              )

            
	
              CHEN
                Kai (     )

            	
              )    /s/
                Chen Kai

            
	
              in
                the presence of:

            	
              )

            
	 	 
	 	 


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              SIGNED
                by

            	
              )

            
	
              LIN
                Qiao Li (       )

            	
              )    /s/
                Lin Qiao Li

            
	
              in
                the presence of:

            	
              )

            
	 	 
	 	 


    

    


     

    
      	
              SIGNED
                by

            	
              )

            
	
              for
                and on behalf of

            	
              ) 

            
	
              Pioneer
                System Investment Limited

            	
              )

            
	
              in
                the presence of:

            	 
	 	 


    

    


     

    
      	
              SIGNED
                by

            	
              )

            
	
              LAM
                Chi Ming (      )

            	
              )    /s/
                Lam Chi Ming

            
	
              in
                the presence of:

            	
              )

            
	 	 
	 	 


    

    


     

    
      	
              SIGNED
                by

            	
              )

            
	
              CHAN,
                William (      )

            	
              )    /s/
                William Chan

            
	
              in
                the presence of:

            	
              )

            
	 	 
	 	 


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      
         

        Schedule
          1

         

      

    

    The
      Previous Shareholders

     

    
      	
              Name 

            	
              Number
                of 

              Common
                Shares

            	
              Ownership
                (%)

            
	
              CHEN
                Kai (   )

            	
              2,776

            	
              27.76

            
	
              LIN
                Qiao Li (    )

            	
              2,086

            	
              20.86

            
	
              Pioneer
                System Investment Limited

            	
              2,780

            	
              27.80

            
	
              LAM
                Chi Ming (     )

            	
              1,179

            	
              11.79

            
	
              CHAN,
                William (     )

            	
              1,179

            	
              11.79

            
	 	 	 
	 	 	 
	
              Total

            	
              10,000

            	
              100.0

            
	 	 	 


    

    


     

    The
      registered address of all existing shareholders is
      [                                                    
]1501(518057)

     

     

    6