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Consulting Agreement - Communication Over The Air Inc. and Mobileren Inc.

Consulting Forms


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                              CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is made on this 1st day of October,
2002 in Beijing, People's Republic of China ("PRC") by and between Communication
Over The Air Inc, an exempted company formed pursuant to the laws of the Cayman
Islands ("Party A") and Mobileren Inc., a company formed pursuant to the laws of
the British Virgin Island ("Party B" and individually a "Party" and together
with Party A the "Parties").

WHEREAS

A.    Party A, through its subsidiaries, is engaged in the business of
      development of technologies and provision of services relating to
      communications over electronic infrastructures, as well as the development
      and application of Internet software and online databases and, has
      accumulated operational and managerial expertise and advanced technologies
      in these areas.

B.    Party B has obtained expertise in advising companies engaging in
      businesses similar to those of Party A.

C.    Party B desires to provide services, support and assistance to Party A in
      respect of Party A's business operations and Party A desires to retain
      Party B to provide the foregoing services and support.

NOW, THEREFORE, in consideration of the terms and agreements herein contained,
the parties hereby agree as follows:

1.    Content of Services

      Party B shall, upon request from Party A, advise and provide Party A with
      consulting services with respect to web site technology; website server
      application software; systems solutions; short message services; training
      of technical and management personnel; value-added information and
      telecommunication services operation and other technical and business
      consultation that Party A may reasonably request in connection with the
      operation of its main businesses.

      The term of this consulting service is 6 months.

2.    Service Fee

      2.1   During the term of this Agreement, in consideration of the provision
            by



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            Party B of the consulting services set forth above, Party A shall
            pay Party B a consulting fee ("Consulting Fee") of USD90,000. The
            Consulting Fee shall be paid in two parts. The first part shall be
            paid at $60,000 within one week after signing of this agreement. The
            rest shall be paid in 6 installments at $5,000 per month and shall
            be paid in the last week of each month for such month.

3.    Representations and Warranties

      3.1   Each Party represents and warrants that as of the date of signing
            hereof:

            3.1.1 It has full power and authority (corporate or otherwise) to
                  execute and deliver this agreement as an independent legal
                  person and to carry out its responsibilities and obligations
                  outlined herein; and

            3.1.2 It has executed and delivered all necessary documentation and
                  secured or engaged in all necessary activities to enable it to
                  perform this agreement.

            3.1.3 This agreement, upon execution and delivery, constitutes
                  legal, valid and enforceable obligations of each party in
                  accordance with the terms and conditions herein.

4.    Confidentiality

      4.1   Provided that the appropriate written permission has been acquired
            from the other Party, each Party shall ensure that it only discloses
            such commercial secrets to its respective employees, advisors,
            agents or contractors for the purposes of performing this Agreement.
            Furthermore, each Party guarantees to the other Party that any such
            employees, advisors, agents or contractors will maintain the
            confidentiality of such commercial secrets thus disclosed, failing
            of which shall make such Party liable for the corresponding damages.

      4.2   Each Party shall, upon the other Party's request, return, destroy,
            or otherwise dispose of by other means all documents, information or
            software containing commercial secrets relating to the other Party,
            and cease to use such commercial secrets.

5.    Breach

      5.1   In the event that either Party breaches or fails to fully carry out
            any of its representations, warrants, agreements or obligations
            hereunder, or fails to



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            do so in the manner agreed upon in this Agreement, the non-breaching
            Party May send a written notice to the breaching Party, demanding
            that the breaching Party corrects within ten (10) days thereof such
            breach, continues to perform the Agreement and takes sufficient,
            effective and timely measures to clear up any consequences of such
            breach, as well as to compensate the non-breaching Party for any
            losses that it May have sustained as a consequence of such breach.

      5.2   In the event that the breaching Party is liable for compensating the
            non-breaching Party for any losses that the latter has sustained due
            to the breach, then the total amount of compensatory damages shall
            be equivalent to the total losses sustained as a result of said
            breach, including contractual interests that the non-breaching party
            would have been able to obtain if the Agreement being performed.
            However, the compensation shall not exceed the value of the losses
            that is actually been foreseen or reasonably foreseeable by the
            Parties to be likely ensuing from the breach of this Agreement.

6.    Force Majeure

      6.1   "Force Majeure " refers to any event, including, but not limited to,
            wars or natural disasters, that is unforeseeable, the occurrence and
            effect of which is unavoidable and insurmountable.

      6.2   Should a Party, due to the occurrence of Force Majeure, fail to
            perform this Agreement in full or in part, such Party shall, in
            light of the effect of the Force Majeure, be exempted from all or
            some of its responsibilities hereunder, except where PRC laws
            provide otherwise.

      6.3   Should a Party fail to perform on time its duties under this
            Agreement and subsequently Force Majeure were to occur, such Party
            shall not be exempted from any of its liabilities hereunder as a
            result of its failure to perform said duties.

      6.4   Should a Party be unable to perform this Agreement as a result of
            Force Majeure, it shall inform the other Party, as soon and as
            quickly as possible following the occurrence of such Force Majeure,
            of the situation and the reason(s) for the nonperformance, so as to
            minimize any losses incurred by the other Party as a consequence
            thereof. Furthermore, within a reasonable period of time after the
            notification of Force Majeure has been provided, the Party
            encountering Force Majeure shall provide a legal certificate issued
            by a public notary (or other appropriate organization) of the place
            wherein the Force Majeure occurred, in witness of the same.



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      6.5   The Party affected by Force Majeure may suspend the performance of
            its obligations under this Agreement until any disruption resulting
            from the Force Majeure has been resolved. However, such Party shall
            make every effort to eliminate any obstacles resulting from the
            Force Majeure, thereby minimizing to the greatest extent possible
            its adverse effects, as well as any resulting losses.

7.    Amendments and Termination

      7.1   This Agreement shall not be amended or assigned, except by means of
            a written instrument executed by the duly authorized representatives
            of both Parties.

8.    Settlement of Disputes and Applicable Law

      8.1   Should a dispute arise between the Parties in connection with the
            interpretation or performance of this Agreement, they shall attempt
            to resolve such dispute through friendly consultations between
            themselves. If the dispute cannot be resolved within thirty (30)
            days after the commencement of such consultations, then either Party
            may submit it to the China International Economic and Trade
            Commission in Beijing for arbitration in accordance with its current
            effective arbitration rules.

      8.2   The execution, validity, interpretation and performance of this
            Agreement shall all be subject to the laws of New York, as shall the
            resolution of any disputes arising in respect of this Agreement.

      8.3   During an arbitration, the Parties shall, to the extent possible,
            continue to implement those parts of this Agreement unrelated to
            such arbitration.

9.    Miscellaneous

      9.1   Failure or delay on the part of either Party to exercise any right
            hereunder shall not operate or be interpreted as a waiver thereof,
            nor shall any single or partial exercise of any right preclude any
            other future exercise thereof.

      9.2   The invalidity of any provision of this Agreement shall not affect
            the validity of any other provision hereof.

      9.3   Any matter not specified in this Agreement shall be handled through
            discussions between the Parties and resolved in accordance with the
            laws of PRC.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
year and day first above written.






COMMUNICATION OVER THE AIR INC.


          /s/ Nick Yang
----------------------------------------------
Signature of authorised representative
Name: Nick Yang




MOBILEREN INC.


          /s/ Yunfan Zhou
----------------------------------------------
Signature of authorised representative
Name: Yunfan Zhou



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