0001104659-04-026772 Sample Contracts

MASTER AGREEMENT
Master Agreement • September 2nd, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone) • Hong Kong

In this Agreement, SCL, Weida, and the Existing Shareholders may be referred to collectively as the “Parties”, and each individually as a “Party”. The Existing Shareholders are a Party to this Agreement both collectively and each individually.

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SCL Ventures Ltd. Jack Chin (“Purchasers”) and (“Vendors”)
Purchase and Sale Agreement • September 2nd, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone) • New York

WHEREAS, Ocean International Holdings Limited (the “Company”) is a company incorporated in the Hong Kong Special Administrative Region (the “HKSAR”) of the People’s Republic of China (the “PRC”); and

PLEDGE AGREEMENT
Pledge Agreement • September 2nd, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone) • Hong Kong

Ocean Tian Di Communication Technology Co., Ltd. (Guangzhou), a wholly foreign-owned enterprise under the laws of the People’s Republic of China (the “PRC”) (hereinafter referred to as the “WOFE”);

SCL Ventures Ltd. (the “Purchaser”) and Pang Da Qing, and Xie Li (the “Vendors”)
Future Equity Interest Transfer Agreement • September 2nd, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone)

This Equity Interest Transfer Agreement (this “Agreement”) is entered into in Shanghai, People’s Republic of China (the “PRC”) as of this 26th day of August, 2004 (the “Execution Date”) by and between:

SCL Ventures Ltd. (the “Purchaser”) and Pang Da Qing, and Xie Li (the “Vendors”) EQUITY INTEREST TRANSFER AGREEMENT for the Sale and Purchase of Shares of
Equity Interest Transfer Agreement • September 2nd, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone)

This Equity Interest Transfer Agreement (this “Agreement”) is entered into in Shanghai, People’s Republic of China (the “PRC”) as of this 26th day of August, 2004 (the “Execution Date”) by and between:

Service and Support Agreement
Service and Support Agreement • September 2nd, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone)

This Service and Support Agreement (this “Agreement’) is made as of August 26, 2004, in the People’s Republic of China (the “PRC”) by and between:

TRUST AGREEMENT
Trust Agreement • September 2nd, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone) • Hong Kong
EQUITY JOINT VENTURE CONTRACT BETWEEN SCL VENTURES LTD. AND LI SHUN XING, LI XIANG NING, PANG DA QING, and XIE LI FOR THE ESTABLISHMENT OF: WEIDA COMMUNICATIONS TECHNOLOGY COMPANY LIMITED DATED AS OF AUGUST 26, 2004
Equity Joint Venture Contract • September 2nd, 2004 • Weida Communications, Inc. • Telephone communications (no radiotelephone)

Weida Communications Technology Company Limited (“Weida”), is a company incorporated in the People’s Republic of China (the “PRC”), whose legal address is at No.92-3, Bin Jiang West Road, Hai Zhu District, Guangzhou, Guangdong Province, PRC;

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