Agreement


    Exhibit
      10.1

    
 

    
      	 	 
	 	
              Dated
                the
                6th
                day of August 2006

               

               

               

               

              Comtech
                Group 

              (the
                “Seller”)

               

              United
                Information Technology Co. Ltd. (Cayman)

              (the
                “Purchaser”)

               

              and

               

              others

               

               

               

               

            	 
	 	
               

              AGREEMENT
                for the SALE AND PURCHASE of 

              SHARES
                in 

              UNITED
                INFORMATION TECHNOLOGY CO., LTD. (BVI)

               

            	 
	 	 	 
	 	 	 


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    THIS
      AGREEMENT is
      made
      the 6th
      day of
      August 2006

    


    


    BETWEEN:

    


    
      	(1)	
              Comtech
                Group, a company incorporated and existing under the laws of the
                Cayman
                Islands and whose registered office is at PO
                Box 309GT, Ugland House, South Church Street, Grand Cayman, Cayman
                Islands
                (the “Seller”),
                

            


    

    


    
      	(2)	
              United
                Information Technology Co., Ltd.,
                a
                company incorporated and registered in Cayman Islands and whose registered
                office is at whose registered office is at Codan Trust Company (Cayman)
                Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2684
                GT,
                George Town, Grand Cayman, Cayman Islands (the “Purchaser”),

            


    

    


    
      	(2)	
              United
                Information Technology Co., Ltd.,
                a
                company incorporated and registered in the British Virgin Islands
                and
                whose registered office is at East Asia Chambers, P.O. Box 901, Road
                Town,
                Tortola, the British Virgin Islands (the “Company”),

            


    

    


    
      	(3)	
              [        
                ] ,
                a
                wholly foreign owned enterprise established in the People’s Republic of
                China whose address in China is at Room 1806/1504, Fangda Building,
                Keji
                South 12th Road, High-Tech Industrial Park, Nanshan District, Shenzhen,
                PRC (the “Subsidiary”),
                

            


    

    


    
      	(4)	
              Chen
                Kai (holder
                of Canadian Passport no. BC231379) of PO
                Box 6501, General Post Office, Central Hong Kong (“Chen”),

            


    

    


    
      	(5)	
              Lin
                Qiao Li,
                (holder
                of [Canadian Permanent Resident card no. RL0103002203] of Room 1806/1504,
                Fangda Building, Keji South 12th Road, High-Tech Industrial Park,
                Nanshan
                District, Shenzhen, PRC
                (“Lin”), 

            


    

    


    
      	(6)	
              Lam
                Chi Ming (holder
                of Hong Kong Identity Card no. D485553(2)) of Flat D, 15/F, Block
                2,
                Illumination Terrace, 7 Tai Hang Road, Causeway Bay, Hong Kong (“Lam”),
                

            


    

    


    
      	(7)	
              Chan,
                William,
                (holder of [PRC] [Hong Kong] identity card no. D467535(6)) of Room
                1806/1504, Fangda Building, Keji South 12th Road, High-Tech Industrial
                Park, Nanshan District, Shenzhen, PRC (“Chan”),
                and 

            


    

    


    
      	(8)	
              Pioneer
                System Investment Limited a
                company incorporated under the laws of the British Virgin Islands
                whose
                registered office is situate at East Asia Chambers, P.O. Box 901,
                Road
                Town, Tortola, the British Virgin Islands (“Pioneer”).

            


    

    


     

    WHEREAS:

    


    
      	
              (A)

            	
              The
                Company has an authorized share capital of US$50,000 divided into
                50,000
                shares of US$1.00 each of which 10,000 have been issued and are fully
                paid
                up. 

            


    

    


    
      	
              (B)

            	
              The
                Seller is the legal and beneficial owner of 10,000 shares of US$1.00
                each
                in the capital of the Company being all issued shares of the Company
                (the
                “Sale
                Shares”),
                and has agreed to sell and the Purchaser has agreed to purchase the
                Sale
                Shares upon the terms and conditions of this
                Agreement.

            


    

    


    
      	
              (C)

            	
              The
                Company, the Seller, the Subsidiary, Chen, Lin, Lam, Chan and Pioneer
                had
                entered into an agreement dated 12 May 2005 pursuant to which, inter-alia,
                the Seller agreed to grant a loan to the Company and the parties
                agreed to
                regulate their relationship in respect of the Company (the “Shareholders
                Agreement”).
                A copy of the Shareholders Agreement is annexed at Exhibit A of this
                Agreement. 

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              (D)

            	
              The
                Company agreed to repay any and all loans due under the Shareholders
                Agreement and the Seller has agreed to discharge the Company of all
                obligations under the Shareholders Agreement and outstanding amounts
                due
                by the Company to the Seller upon repayment.


            


    

    


    IT
      IS HEREBY AGREED AS FOLLOWS:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    
      	
              1.01

            	
              In
                this Agreement, save where the context otherwise requires, the following
                expressions shall have the following meanings
                :

            


    

     

    
      	
            	“Completion”	
              means
                the completion of the sale and purchase of the Sale Shares pursuant
                to
                this Agreement;

            


    

    


    
      	
            	“Repayment
              of Loan”	
              means
                the repayment of all loans and debts (including any and all interest
                thereon) due and owing by the Company, the Subsidiary and any other
                subsidiary of the Company, to the Seller, such repayment being in
                an
                amount not exceeding US$2,500,000;

            


    

    


    
      	 	
              “Consideration”

            	 	
              means
                US$1,250,000;

            


    

    


    
      	 	
              “Hong
                Kong”

            	 	
              means
                the Hong Kong Special Administrative Region of the People’s Republic of
                China;

            


    

    


    
      	
            	“Sale
              Shares”	
              has
                the same meaning as defined in the recitals
                above;

            


    

    


    
      	
            	“Termination
              Agreement”	
              means
                the termination agreement in the form attached hereto as Exhibit
                D.

            


    

    


    
      	1.02	
              The
                headings are for ease of reference only and shall be ignored in
                interpreting this Agreement.

            


    

    


    
      	
              1.03

            	
              Reference
                to Clauses, Exhibits and annexures are references to clauses, exhibits
                and
                annexures of or to this Agreement.

            


    

    


    
      	1.04	
              Words
                and expressions in the singular include the plural and vice
                versa.

            


    

    


    
      	
              1.05

            	
              Reference
                to a person include any public body and any body of persons, corporate
                or
                unincorporated and words importing one gender include both genders
                and the
                neuter.

            


    

    


    


    
      	
              2.

            	
              SALE
                AND PURCHASE

            


    

    


    Subject
      to the terms herein, the Seller shall sell and the Purchaser shall purchase
      the
      Sale Shares free from all charges, liens, equities and claims and encumbrances
      whatsoever together with all rights attaching thereto.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	3.	
              CONSIDERATION
                AND REPAYMENT OF LOAN

            


    

    


    
      	
              3.01

            	
              The
                aggregate consideration for the Seller selling the Sale Shares to
                the
                Purchaser shall be the Consideration, payable in the manner stipulated
                in
                Clause 4.03(i).

            


    

    


    
      	
              3.02

            	
              Subject
                to the full performance by the Seller of its obligations in Clause
                4.02,
                the Purchaser agrees to procure the Repayment of Loan subject to
                a maximum
                of US$2,500,000 and payable in manner stipulated in Clause 4.03(ii).
                

            


    

    


    


    4. COMPLETION

    


    
      	
              4.01

            	
              Completion
                shall take place on or before 25th August 2006 at Room 1806/1504,
                Fangda
                Building, Keji South 12th Road, High-Tech Industrial Park, Nanshan
                District, Shenzhen, PRC or such other place as the parties shall
                agree.

            


    

    


    
      	
              4.02

            	
              At
                Completion, the Seller shall deliver to the
                Purchaser:

            


    

    


    
      	 	
              (i)

            	
              duly
                executed instruments of transfer in favour of the Purchaser in respect
                of
                the Sale Shares; 

            


    

    


    
      	 	
              (ii)

            	
              the
                share certificates for the Sale Shares or evidence of title of the
                Sale
                Shares satisfactory to the Purchaser;


            


    

    


    
      	 	
              (iii)

            	
              all
                the statutory and other books of the Company in the possession of
                the
                Seller (including common seal and company chops (if any));
                

            


    

    


    
      	 	
              (iv)

            	
              all
                books and accounts and other records, including without limitation,
                the
                cheque books and bank records of the Company in the possession of
                the
                Seller; 

            


    

    


    
      	 	
              (v)

            	
              the
                original written shareholders resolution attached hereto as Exhibit
                B
                signed by a duly authorized officer of the Seller and dated as of
                the date
                of Completion;

            


    

    


    
      	 	
              (vi)

            	
              the
                original written board resolutions attached hereto as Exhibit C signed
                by
                Hope Ni and Kang
                Jingwei
                as
                directors of the Company and the Subsidiary and dated as of the date
                of
                Completion; 

            


    

    


    
      	 	
              (vii)

            	
              the
                original duly executed counterpart of the Termination Agreement signed
                by
                 a duly authorized officer of the Seller, the Company and the Subsidiary
                and dated as of the date of Completion;


            


    

    


    
      	
            	(viii)	
              the
                original duly executed letter of release attached hereto as Exhibit
                E
                signed by a duly authorized officer of the Seller and dated as of
                the date
                of Completion, in respect of the Repayment of Loan;
                and

            


    

    


    
      	 	
              (ix)

            	
              the
                original resignation letter of Hope Ni and Kang
                Jingwei
                as
                directors of the Company and the Subsidiary, each in the form attached
                hereto as Exhibit F, duly signed by each of them and dated as at
                the date
                of Completion. 

            


    

    


    
      	
              4.03

            	
              At
                Completion, the Purchaser shall deliver to the Seller
                :

            


    

    


    
      	 	
              (i)

            	
              a
                banker's draft for US$1,250,000 in respect of the Consideration,
                such
                draft to be payable to the Seller. The delivery of such banker's
                draft as
                aforesaid shall constitute a complete discharge to the Purchaser
                in
                respect of the Consideration to be provided by it under this Agreement;
                

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	 	
              (ii)

            	
              a
                banker's draft for US$2,500,000 in respect of the Repayment of Loan,
                such
                draft to be payable to the Seller. The delivery of such banker's
                draft as
                aforesaid shall constitute a complete discharge to the Purchaser
                in
                respect of the Repayment of Loan to be made by the Purchaser under
                this
                Agreement; and

            


    

    


    
      	 	
              (iii)

            	
              the
                original duly executed counterpart of the Termination Agreement signed
                by
                Chen, Lin, Lam, Chan and Pioneer and dated as of the date of Completion.
                

            


    

    


    


    
      	5.	
              REPRESENTATIONS
                AND WARRANTIES

            


    

    


    
      	
              5.01

            	
              The
                Seller hereby represents, warrants and undertakes to the Purchaser
                that,
                as at the date hereof and as at
                Completion:

            


    

    


    
      	 	
              (a)

            	
              the
                Sale Shares represent the entire issued share capital of the Company
                and
                the Seller is the beneficial and legal owner of the Sale Shares free
                and
                clear of any lien, charge or encumbrance whatsoever;
                

            


    

    


    
      	 	
              (b)

            	
              the
                Shareholders Agreement is the only agreement between the Seller and
                the
                Company in respect of purchasing Company shares ;
                

            


    

    


    
      	 	
              (c)

            	
              there
                are no outstanding options, warrants, rights (including conversion
                or
                pre-emptive rights) or agreements for the Sale Shares and/or the
                subscription or acquisition from the Company or the Subsidiary of
                any
                shares or other rights in respect of its respective share capital;
                and

            


    

    


    
      	 	
              (d)

            	
              US$2,500,000
                represents the total indebtedness (whether principal, interest or
                otherwise) owed by the Company and any and all of its subsidiaries
                to the
                Seller.

            


    

    


    
      	
              5.02

            	
              The
                Seller undertakes that no act or omission shall occur before Completion
                which would constitute a material breach of any of the warranties
                if they
                were given at Completion or which would make any of the warranties
                materially inaccurate or misleading if they were so
                given.

            


    

    


    
      	6.	
              FURTHER
                AGREEMENT

            


    

    


    
      	
              6.01

            	
              Each
                party shall do or procure to be done all such further acts and things,
                and
                execute or procure the execution of all such other documents, as
                the other
                parties may from time to time reasonably require, whether on or after
                completion of the transactions contemplated herein, for the purpose
                of
                giving to the other parties the full benefit of all of the provisions
                of
                this Agreement.

            


    

    


    
      	
              6.02

            	
              The
                Purchaser agrees to assume all the assets and liabilities of the
                Company
                and the Subsidiary. The Purchaser further agrees to waive the right
                to sue
                the Seller related to any claims or potential claims arising from
                the
                Company and /or from the Subsidiary except for claims directly arising
                from Section 5.01. The Purchaser further agrees to indemnify the
                Seller
                from any liabilities or potential liabilities related to the Company
                or
                the Subsidiary except for claims directly arising from Section 5.01.
                

            


    

     

     

    
      	7.	
              GENERAL 

            


    

    


    
      	7.01	
              The
                provisions of this Agreement shall remain in full force and effect
                notwithstanding Completion.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	7.02	
              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.

            


    

    


    
      	7.03	
              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.

            


    

    


    
      	7.04	
              This
                Agreement represents the entire agreement between the parties and
                supersedes any and all previous agreements in relation to the subject
                matter hereof.

            


    

    


    
      	7.05	
              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.

            


    

    


    
      	7.06	
              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.

            


    

    


    
      	7.07	
              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.

            


    

    


    
      	7.08	
              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.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF this
      Agreement has been executed on the day and year first above
      written.

    


    


    The
      Seller

    


    


    
      	
              SIGNED
                by

              for
                and on behalf of COMTECH
                GROUP

               

              in
                the presence of :

               

               

               

               

              ______________________________

              Signature
                of Witness

               

               

               

              ______________________________

              Name
                of Witness (Printed)

            	
              )

              )

              )

              )

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              )

              )

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              )

            	
               

               

               

               

               

               

               

              /s/
                Jeffrey Kang

              By
                executing this Agreement the signatory warrants 

              that
                it is duly authorised to execute this Agreement 

              on
                behalf of Comtech Group

            


    

    


    


    


    The
      Purchaser

    


    


    
      	
              SIGNED
                by

              for
                and on behalf of 

              UNITED
                INFORMATION 
                TECHNOLOGY CO., LTD. 

              (a
                company incorporated in the Cayman Islands)

              in
                the presence of :

               

               

               

              /s/
                Lam Chi Ming

              Signature
                of Witness

               

               

              Lam
                Chi Ming

              Name
                of Witness (Printed)

            	
              )

              )

              )

              )

              )

              )

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              )

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              )

              )

              )

              )

              )

              )

            	
               

               

               

               

               

               

               

               

              /s/
                William Chan 

              By
                executing this Agreement the signatory warrants 

              that
                it is duly authorised to execute this Agreement 

              on
                behalf of United Information 
                Technology Co., Ltd.

              (a
                company incorporated in the Cayman
                Islands)

            


    

    


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    The
      Company

     

    
      	
              SIGNED
                by

              for
                and on behalf of 

              UNITED
                INFORMATION 
                TECHNOLOGY CO., LTD. 

              (a
                company incorporated in the British Virgin Islands)

              in
                the presence of :

               

               

               

              /s/
                Lam Chi Ming  

              Signature
                of Witness

               

               

              Lam
                Chi Ming   

              Name
                of Witness (Printed)

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            	
               

               

               

               

               

               

               

               

              /s/
                William Chan   

              By
                executing this Agreement the signatory warrants 

              that
                it is duly authorised to execute this Agreement 

              on
                behalf of United Information 
                Technology Co., Ltd. 

              (a
                company incorporated in the British Virgin
                Islands)

            


    

    


     

    The
      Subsidiary

     

    
      	
              SIGNED
                by

              for
                and on behalf of 

              [___________]

              in
                the presence of :

               

               

               

              /s/
                Lam Chi Ming  

              Signature
                of Witness

               

               

              Lam
                Chi Ming   

              Name
                of Witness (Printed)

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            	
               

               

               

               

               

               

               

               

              /s/
                William Chan   

              By
                executing this Agreement the signatory warrants 

              that
                it is duly authorised to execute this Agreement 

              on
                behalf of
                [                     
                ] 

            


    

    


     

     

    
      	
              SIGNED
                by
                CHEN
                Kai (榸凯)

              in
                the presence of :

               

               

              /s/
                Lam Chi Ming  

              Signature
                of Witness

               

               

              Lam
                Chi Ming   

              Name
                of Witness (Printed)

            	
              )

              )

               

            	
               

               

              /s/
                Chen Kai    

              CHEN
                Kai (榸凯)

            


    

    


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


     

    
      	
              SIGNED
                by
                LIN
                Qiao Li (     )

              in
                the presence of :

               

               

              ______________________________

              Signature
                of Witness

               

               

               

              ______________________________

              Name
                of Witness (Printed)

            	
              )

              )

               

            	
               

               

              /s/
                Lin Qiao Li    

              LIN
                Qiao Li (     )

            


    

    


     

    


     

    
      	
              SIGNED
                by
                LAM
                Chi Ming (     )

              in
                the presence of :

               

               

              ______________________________

              Signature
                of Witness

               

               

               

              ______________________________

              Name
                of Witness (Printed)

            	
              )

              )

               

            	
               

               

              /s/
                Lam Chi Ming   

              LAM
                Chi Ming (       )

            


    

    


     

    


     

    
      	
              SIGNED
                by
                CHAN,
                William (      )

              in
                the presence of :

               

               

              ______________________________

              Signature
                of Witness

               

               

               

              ______________________________

              Name
                of Witness (Printed)

            	
              )

              )

               

            	
               

               

              /s/
                William Chan   

              CHAN,
                William (      )

            


    

    


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


     

    
      	
              SIGNED
                by

              for
                and on behalf of 

              Pioneer
                System Investment Limited 

              in
                the presence of :

               

               

               

              /s/
                Lam Chi Ming  

              Signature
                of Witness

               

               

              Lam
                Chi Ming   

              Name
                of Witness (Printed)

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            	
               

               

               

               

               

               

               

               

              /s/
                William Chan  

              By
                executing this Agreement the signatory warrants 

              that
                it is duly authorised to execute this Agreement 

              on
                behalf of
                Pioneer System Investment Limited


            


    

    


     

    
       

       

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