SHARES ACQUISITION AGREEMENT (the AGREEMENT ) OF SHANGHAI E & T SYSTEM COMPANY LIMITED ( )

THIS AGREEMENT is made on 6^th August 2006

Duckworth Investments Limited, (“Duckworth”) a company incorporated in the British Virgin Islands (“the Transferor”); and

COMTECH (CHINA) HOLDING LTD., (“Comtech China”), a company incorporated in the British Virgin Islands (the “Transferee”).

SHANGHAI E & T SYSTEM COMPANY LIMITED (“                   ”) (“The Company”) is a company limited by shares and incorporated in the People’s Republic of China .

The Transferee intends to acquire totally 40% of the Company’s shares from the Duckworth named in Schedule 1 in an aggregate sum of RMB16,000,000.

The Transferee and the Transferor have agreed to enter into this Agreement for the purposes of recording the terms and conditions on which the Transferee will purchase totally 40% of the Company’s shares from the Duckworth.

Comtech China will pay RMB8,000,000 purchase consideration to each “Transferor” respectively (totally RMB16,000,000) on the following manner:-

Save as provided otherwise in this Agreement, none of the rights or obligations under this Agreement may be assigned or transferred without the prior written consent of Comtech China.

This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same agreement, and any party may enter into this Agreement by executing a counterpart.

The Existing Shareholders agree, as between themselves, that they shall procure the convening of all meetings and the giving of all waivers and consents and the passing of all resolutions and shall otherwise exercise all powers and rights available to them in order to give effect to the provisions of this Agreement.

The Existing Shareholders agree, as between themselves, that if any provisions of the memorandum and/or articles of association or incorporation or by-laws of the Company at any time conflict with any provisions of this Agreement, the provisions of this Agreement shall prevail and the existing shareholders shall exercise all powers and rights available to them to procure the amendment of such memorandum and/or articles of association or by-laws to the extent necessary to permit the Company and its affairs to be regulated as provided in this Agreement.

The Existing Shareholders represent that they are the beneficial and legal owner of the 40% share capital of the Company and their ownership in the Company are free and clear of any lien, charge or encumbrance whatsoever.

Save as provided otherwise, where any obligation, representation, warranty or undertaking in this Agreement is expressed to be made, undertaken or given by two or more persons, such person shall be jointly and severally responsible in respect of it.

This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Comtech China, provided, however, that any party may waive any of such party’s respective rights hereunder without obtaining the consent of any other party.

Each of the parties acknowledges that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other party before the signature of this Agreement. Each of the parties waives all rights and remedies which, but for this Sub-clause 9.2, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance, provided that nothing in this Sub-clause 9.2 shall limit or exclude any liability for fraud.

[             ]

1

50.00

[             ]

1

50.00

2

100.0

SIGNED by

)

for and on behalf of

)

) /s/ Jeffrey Kang

in the presence of:

SIGNED by [          ]

)

for and on behalf of

)

) /s/ Shao, Lei 

in the presence of:

SIGNED by [             ]

)

for and on behalf of

)

)/s/ Sun, Xun 

in the presence of: