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Agreement of Transfer of Trademark Application Rights - Su Hong and CEC Telecom Co. Ltd.

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              AGREEMENT OF TRANSFER OF TRADEMARK APPLICATION RIGHTS

                                     between

                                     SU HONG

                                       and

                              CEC TELECOM CO. LTD.

                                  (Translation)

                             Date: December 12, 2006

<PAGE>

              AGREEMENT OF TRANSFER OF TRADEMARK APPLICATION RIGHTS

This Agreement is entered into by and between the following parties on December
11, 2006 in Beijing:

A.   Su Hong ("Transferor")
     Address: Room 1502, Building 6, Yuetannanjie Beili, Xicheng District,
     Beijing
     ID No.: 370202198109142621

B.   CEC Telecom Co. Ltd. ("Transferee")
     Address: F10, CEC Building, Nandajie, Haidian District, Beijing
     Legal Representative: Wu Zhiyang

WHEREAS:

1.   The Transferor signed an Agreement of Transfer of Trademark Application
     Rights with Beijing Zhongzhengweiye Economic & Trade Co. Ltd. (hereinafter
     referred to as "Zhongzhengweiye") on December 6, 2006, and has obtained the
     application right of the three (3) "CECT" trademarks (as defined below)
     listed in Annex 1 after completing the relevant registration procedures.

2.   The Transferee is a limited liability company duly organized and validly
     existing under the laws of the People's Republic of China.

3.   At the request of the Transferee, the Transferor intends to transfer the
     application right of the 3 "CECT" trademarks owned by it to the Transferee,
     and the Transferee agrees to accept such transfer from the transferor in
     accordance with the terms and conditions herein.

Through friendly consultations, the Parties have reached the following agreement
with regard to the transfer of the application right of the above-mentioned
trademarks:

1.   DEFINITIONS

Unless the context otherwise requires, the following terms shall have the
meanings ascribed thereto below:

1.1  "PRC" shall mean the People's Republic of China for the purpose of this
     Agreement, which does not include the Hong Kong Special Administrative
     Region, the Macau Special Administrative Region and the Taiwan region.

1.2  "Trademarks" shall mean the three (3) trademarks consisted of letters
     "CECT" (Application Numbers: 3756040, 3756041 and 3756042) listed in Annex
     1 that had been registered with the Trademark Office of the State
     Administration for Industry & Commerce of the PRC (hereinafter referred to
     as the "Trademark Office"), and were announced in the No. 977 Announcement
     after Initial Review on May 28, 2005 by the Trademark Office.


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<PAGE>

1.3  "Trademark Application Right" shall mean all the rights and benefits the
     Transferor, as an applicant, is entitled to during the whole application
     and approval process for trademark registration with the Trademark Office,
     including without limitation the application right for the registration of
     the trademarks and other rights the Transferor is entitled to before
     obtaining the registered trademarks, such as the right to license the use
     right to others, copyright and derivative works right etc..

1.4  "Transfer" shall mean that the Transferor enters into this Agreement with
     the Transferee and expressly agrees to transfer the application right of
     the above-mentioned trademarks to the Transferee, including without
     limitation a series of actions, from the Transferor and the Transferee's
     handling of relevant procedures with the Trademark Office in accordance
     with this Agreement, till the Trademark Office's verification/announcement
     of the transfer between the Parties and the completion of the registration
     procedures of the trademarks with the Trademark Office.

1.5  "Force Majeure" shall mean any event that is unforeseeable, unavoidable or
     the consequences whereof is insurmountable which renders the performance of
     all or part of the obligations of either Party under this Agreement to be
     virtually impossible or economically impracticable, including without
     limitation floods, fires, droughts and other Acts of God, strikes,
     insurrections, turmoil and wars etc.

2.   TRANSFER OF TRADEMARK APPLICATION RIGHT

2.1  The Transferor agrees to transfer the trademark application right to the
     Transferee unreservedly and irrevocably, and the Transferee shall have all
     rights of the trademarks that rightly belong to the proprietor of the
     application right after accepting such transfer.

2.2  The Transferor agrees to stop using such trademarks and not to claim any
     right over the application right of such trademarks (and the trademarks)
     after this Agreement takes effect.

2.3  The Transferor agrees that upon the Trademark Office's
     verification/announcement of the Transferor as the proprietary holder of
     the application right of the trademarks, the Transferee shall have the
     right to apply to the Trademark office for the handling of the transfer
     procedures to transfer the application right of the trademarks from the
     Transferor to the Transferee in accordance with the agreement herein, and
     submit a Transfer Application/Application for Registered Trademarks (as
     shown in Annex 2) signed by the Transferor directly to the Trademark
     Office, and upon verification/announcement by the Trademark Office, become
     the proprietor of the application right of such trademarks, and further
     complete the registration procedures of the trademarks.

2.4  The Parties agree that since the Transferor had received the application
     right of the trademarks from Zhongzhengweiye and submitted the Transfer
     Application/Application or Registered Trademarks to the Trademark Office on
     December 10, 2006, for the period since the Transferor's receipt of the
     Trademark Office's Acceptance Notice of the above-mentioned application
     till the Transferee is announced by the Trademark Office to be the
     proprietor of the application right of such trademarks, the Transferor
     shall pledge the application right of such trademarks to the Transferee to
     the extent as permitted by the laws and regulations, until the


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<PAGE>

     Trademark Office verifies/announces the Transferee to be the proprietor of
     the application right of such trademarks.

2.5  Once the Transferee completes the registration of the trademarks at the
     Trademark Office and obtains a Trademark Registration Certificate, it shall
     become the proprietary owner of such registered trademarks and have
     independent and full right over such registered trademarks. At all times
     during the above-mentioned process and after the obtaining of the Trademark
     Registration Certificate, the Transferor shall not raise any disputes or
     objections in relation to the trademark application right (and the
     trademarks) for any reason.

2.6  If the above-mentioned transfer of the trademark application right is
     suspended, terminated or not fulfilled for causes attributable to the
     Transferor, the Transferor shall compensate the Transferee for any loss
     arising thereof.

3.   REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1  The Transferor and the Transferee represent and warrant to each other as
     follows:

(a)  it has all the powers and capacities that are necessary for the execution
     of this Agreement, the performance of its obligations and the exercise of
     its rights under this Agreement;

(b)  the signatory to this Agreement, whether a natural or legal person, has
     been authorized for the execution of this Agreement based on his full
     capacity or a Board resolution;

(c)  once the Agreement is executed, the Parties shall be bound by this
     Agreement and its annexes.

3.2  The Transferor warrants that its application for the trademarks referred to
     in this Agreement does not violate any applicable laws; it has obtained
     consent or approval from a third party and it has not violated the
     legitimate interest of the third party; and it lawfully and flawlessly owns
     the application right of the trademarks as listed in Annex 1. The
     Transferor has the right to transfer the application right of such
     trademarks to the Transferee at its own discretion.

3.3  The Transferee warrants that after the transfer, it will continue to take
     necessary and proactive measures for the protection of the trademarks.

3.4  The Parties agree that upon effectiveness of this Agreement, the Parties
     shall sign any legal documents and take any lawful actions that are
     necessary for the realization of the transfer under this Agreement,
     including without limitation that the Transferor shall unconditionally sign
     all necessary documents including the Transfer Application/Application for
     Registered Trademarks and cooperate with the Transferee in the handling of
     all the procedures.

4.   PRICE FOR TRANSFER OF THE TRADEMARK APPLICATION RIGHT

4.1  The Parties agree that the Transferor shall transfer the application right
     of the trademarks to the Transferee free of charge.


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<PAGE>

5.   DAMAGES AND INDEMNIFICATION

5.1  Where either Party breaches any representations, warranties or undertakings
     provided in this Agreement, the other Party shall have the right to
     terminate this Agreement, and request the breaching Party to pay damages to
     the other party or to indemnify the other party for any losses.

5.2  If in any event a third party claims that the Transferor does not have the
     right to transfer the application right of such trademarks, or it claims
     for compensation on the ground that the transfer of the trademark
     application right as provided in this Agreement infringes on its rights,
     all reasonable expenses for the defense of such claim incurred by the
     Transferee and the liabilities shall be borne by the Transferor.

5.3  If either Party fails to perform or timely perform any of its obligations
     under this Agreement due to force majeure, the Party shall not be liable.

6.   EFFECTIVENESS

6.1  This Agreement shall immediately come into effect upon execution by both
     Parties.

6.2  All notices in connection with this Agreement shall be in writing and shall
     be given or made by delivery in person by one Party to the other Party.

The addresses of the Parties for the delivery of notices are as follows:

Transferor:        Su Hong
Mailing Address:   Room 1502, Building 6, Yuetannanjie Beili, Xicheng District,
                   Beijing
Tel.:              010-68082960
Fax:               010-68081370

Transferee:        CEC Telecom Co. Ltd.
Mailing Address:   F10, CEC Building, Nandajie, Haidian District, Beijing
Tel.:              010-62501878
Fax:               010-62501289

7.   GOVERNING LAWS AND DISPUTE RESOLUTION

7.1  This Agreement shall be governed by and construed and enforced under and in
     accordance with the laws of the PRC.

7.2  In case the Parties have any dispute over the validity, interpretations or
     performance of the Agreement, they shall try to resolve it through friendly
     consultations. Where the dispute can not be resolved through consultations
     within thirty days from the date the dispute arises, either Party may file
     a suit in the People's Court having jurisdiction over such dispute.

8.   MISCELLANEOUS

8.1  This Agreement is severable, which means any term in this Agreement that
     has been defined as unlawful or unenforceable shall not affect the validity
     and enforceability of any other terms in this Agreement.


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<PAGE>

8.2  This Agreement shall constitute the entire agreement reached between the
     Parties with regard to the transfer of the trademark application right, and
     supersede all previous understandings or arrangements between the Parties.

8.3  Unless otherwise provided by laws, the failure or deferred exercise of any
     right under this Agreement by either Party shall not be deemed a waiver of
     such right, and any partial exercise of a right shall not affect the future
     exercise of such right.

8.4  This Agreement is executed in four originals, each of which shall have the
     same legal force, and each Party shall hold 2 originals of this Agreement
     for record.


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<PAGE>

(Signature page. No text.)


                             -------------------------------
Transferor:                  Su Hong (Signature)

Date:
                             -------------------------------
                             (MM/DD/YYYY)


Transferee:                  CEC Telecom Co. Ltd. (Seal)


Authorized Representative:
                             -------------------------------

Date:
                             -------------------------------
                             (MM/DD/YYYY)

Annex 1: List of Trademarks and Trademark Announcement after Initial Review

Annex 2: Transfer Application/Application for Registered Trademarks


                                        6

<PAGE>


                  TRADEMARK OFFICE OF THE STATE ADMINISTRATION
                             FOR INDUSTRY & COMMERCE

Address: 8, Sanlihe Donglu, Xicheng District, Beijing      Post Code: 100820

Post Code: 101500   (Bar Code: *ZC3756040 SL*)             Date of Issuance:
                                                           November 24, 2003

Beijing Zhongzhengweiye Economic & Trade Co. Ltd.          Doc No.: ZC3756040SL

Zhenlongyuan Industrial Zone
Shilibao, Miyun County                                     Agency Doc. No.: ____
Beijing

Date of Application: November 17, 2003   Application No.: 3756040   Category: 9

Applicant: Beijing Zhongzhengweiye Economic & Trade Co. Ltd.

                   REGISTRATION APPLICATION ACCEPTANCE NOTICE

Beijing Zhongzhengweiye Economic & Trade Co. Ltd.,

In accordance with relevant provisions of the Trademark Law and the Regulations
for the Implementation of the Trademark Law, we have accepted the registration
application of this trademark.

                                   (CECT LOGO)

            Trademark Office of the State Administration for Industry & Commerce
                                        of the People's Republic of China (Seal)

                                                         Date: November 24, 2003


                                        7

<PAGE>

                  TRADEMARK OFFICE OF THE STATE ADMINISTRATION
                             FOR INDUSTRY & COMMERCE

Address: 8, Sanlihe Donglu, Xicheng District, Beijing      Post Code: 100820

Post Code: 101500   (Bar Code: *ZC3756041 SL*)             Date of Issuance:
                                                           November 24, 2003
Beijing Zhongzhengweiye Economic & Trade Co. Ltd.
                                                           Doc No.: ZC3756041SL
Zhenlongyuan Industrial Zone
Shilibao, Miyun County                                     Agency Doc. No.: ____
Beijing

Date of Application: November 17, 2003   Application No.: 3756041   Category: 9

Applicant: Beijing Zhongzhengweiye Economic & Trade Co. Ltd.

                   REGISTRATION APPLICATION ACCEPTANCE NOTICE

Beijing Zhongzhengweiye Economic & Trade Co. Ltd.,

In accordance with relevant provisions of the Trademark Law and the Regulations
for the Implementation of the Trademark Law, we have accepted the registration
application of this trademark.

                                   (CECT LOGO)

            Trademark Office of the State Administration for Industry & Commerce
                                        of the People's Republic of China (Seal)

                                                         Date: November 24, 2003


                                        8

<PAGE>

                  TRADEMARK OFFICE OF THE STATE ADMINISTRATION
                             FOR INDUSTRY & COMMERCE

Address: 8, Sanlihe Donglu, Xicheng District, Beijing      Post Code: 100820

Post Code: 101500    (Bar Code: *ZC3756042 SL*)            Date of Issuance:
                                                           November 24, 2003
Beijing Zhongzhengweiye Economic & Trade Co. Ltd.
                                                           Doc No.: ZC3756042SL
Zhenlongyuan Industrial Zone
Shilibao, Miyun County                                     Agency Doc. No.: ____
Beijing

Date of Application: November 17, 2003   Application No.: 3756042   Category: 9

Applicant: Beijing Zhongzhengweiye Economic & Trade Co. Ltd.

                   REGISTRATION APPLICATION ACCEPTANCE NOTICE

Beijing Zhongzhengweiye Economic & Trade Co. Ltd.,

In accordance with relevant provisions of the Trademark Law and the Regulations
for the Implementation of the Trademark Law, we have accepted the registration
application of this trademark.

                                   (CECT LOGO)

            Trademark Office of the State Administration for Industry & Commerce
                                        of the People's Republic of China (Seal)

                                                         Date: November 24, 2003


                                        9

<PAGE>

           TRANSFER APPLICATION/APPLICATION FOR REGISTERED TRADEMARKS


                                       
Name of Transferor (Chinese):             Beijing Zhongzhengweiye Economic &
                                          Trade Co. Ltd.

                   (English):

Address of Transferor (Chinese):          Zhenlongyuan Industrial Zone,
                                          Shilibao, Miyun County, Beijing

                   (English):

Name of Transferor (Chinese):             Su Hong 370202198109142621

                   (English):

Address of Transferor (Chinese):          Room 1502, Building 6, Yuetannanjie
                                          Beili, Xicheng District, Beijing

                   (English):

Is the trademark jointly held?            [ ] Yes   [ ] No

Post Code:                                100045

Contact Person:                           Du Qian

Tel. (incl. area code):                   010-68082960

Fax (incl. area code):                    010-68081370

Name of Agency:                           BTA Trademark & Patent Law Office

Trademark Application/Registration No.:   3756040

Category:                                 9


Transferor's Seal          Transferee's Seal      Agency's Seal:


------------------------   --------------------   ------------------------------
(Signature): Beijing       (Signature): Su Hong   Agency's Signature:
Zhongzhengweiye Economic
& Trade Co. Ltd.


                                       10

<PAGE>

           TRANSFER APPLICATION/APPLICATION FOR REGISTERED TRADEMARKS


                                       
Name of Transferor (Chinese):             Beijing Zhongzhengweiye Economic &
                                          Trade Co. Ltd.

                   (English):

Address of Transferor (Chinese):          Zhenlongyuan Industrial Zone,
                                          Shilibao, Miyun County, Beijing

                   (English):

Name of Transferor (Chinese):             Su Hong 370202198109142621

                   (English):

Address of Transferor (Chinese):          Room 1502, Building 6, Yuetannanjie
                                          Beili, Xicheng District, Beijing

                   (English):

Is the trademark jointly held?            [ ] Yes   [ ] No

Post Code:                                100045

Contact Person:                           Du Qian

Tel. (incl. area code):                   010-68082960

Fax (incl. area code):                    010-68081370

Name of Agency:                           BTA Trademark & Patent Law Office

Trademark Application/Registration No.:   3756041

Category:                                 9


Transferor's Seal          Transferee's Seal      Agency's Seal:


------------------------   --------------------   ------------------------------
(Signature): Beijing       (Signature): Su Hong   Agency's Signature:
Zhongzhengweiye Economic
& Trade Co. Ltd.


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<PAGE>

           TRANSFER APPLICATION/APPLICATION FOR REGISTERED TRADEMARKS


                                       
Name of Transferor (Chinese):             Beijing Zhongzhengweiye Economic &
                                          Trade Co. Ltd.

                   (English):

Address of Transferor (Chinese):          Zhenlongyuan Industrial Zone,
                                          Shilibao, Miyun County, Beijing

                   (English):

Name of Transferor (Chinese):             Su Hong 370202198109142621

                   (English):

Address of Transferor (Chinese):          Room 1502, Building 6, Yuetannanjie
                                          Beili, Xicheng District, Beijing

                   (English):

Is the trademark jointly held?            [ ] Yes   [ ] No

Post Code:                                100045

Contact Person:                           Du Qian

Tel. (incl. area code):                   010-68082960

Fax (incl. area code):                    010-68081370

Name of Agency:                           BTA Trademark & Patent Law Office

Trademark Application/Registration No.:   3756042

Category:                                 9


Transferor's Seal          Transferee's Seal      Agency's Seal:


------------------------   --------------------   ------------------------------
(Signature): Beijing       (Signature): Su Hong   Agency's Signature:
Zhongzhengweiye Economic
& Trade Co. Ltd.


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