AMENDED AND RESTATED CHINA TEL GROUP, INC. AGREEMENT

THIS AMENDED AND RESTATED CHINA TEL GROUP, INC. AGREEMENT (“Agreement”) is entered into and effective as of February 25, 2009 ( “Effective Date”), by and among Olotoa Investments, LLC, a California limited liability company (“Purchaser”), and China Tel Group , Inc . , a Nevada corporation (“Company”).  Purchaser and Company are sometimes referred to collectively herein as the “Parties” and each individually as a “Party”.

A.   The Company, through Trussnet USA, a Nevada corporation and a wholly owned subsidiary of the Company (“Trussnet”), is in the business of designing, developing, operating and maintaining wireless communications facilities in the United States of America, South America, Europe, Russia and the People’s Republic of China;

B.   Pursuant to the terms of that certain Asset Purchase Agreement dated March 9, 2009, among: (i) Gulfstream Capital Partners Ltd., a Seychelles corporation and a one hundred percent (100%) owned subsidiary of Trussnet (“Gulfstream Capital”), and Trussnet Capital Partners (HK) Ltd., a Hong Kong corporation (“Trussnet HK”), Trussnet, through its wholly owned subsidiary Gulfstream Capital, acquired two billion four hundred and fifty million (2,450,000,000) ordinary shares of Chinacomm Limited, a Cayman Islands corporation (“Chinacomm”) owned by Trussnet HK, constituting the legal and beneficial ownership of forty nine percent (49%) of the equity of Chinacomm on a fully-diluted basis;

C.   Gulfstream Capital has purchased a ninety five percent (95%) interest in Perusat S.A., a local wireless and exchange carrier in Peru;

D.   Attached to this Agreement as Exhibit A is an organizational chart reflecting the ownership and contractual relationship the Company has with its subsidiaries and affiliated companies, which is incorporated into this Agreement by reference;

E.   The Purchaser desires to acquire forty nine percent (49%) of the shares of the Class A common stock of the Company for Three Hundred Fourteen Million Dollars ($314,000,000.00) (“Stock Purchase”).  The Purchaser also desires to obtain a right of first refusal relating to any additional financing of the Company;

F.   The Purchaser and the Company entered into that certain China Tel Group, Inc. Agreement entered into and  effective as of February 25, 2009 relating to the Stock Purchase (“Prior   Agreement”);

G.   The Purchaser and the Company desire to amend and restate in its entirety the Prior Agreement and enter into this Agreement in order to, among other things, amend and restate the terms of the Stock Purchase by the Purchaser from the Company, all upon the terms and conditions set forth in this Agreement; and

H.   The Board of Directors of the Company and the Purchaser have each deemed it advisable and in the best interests of the Company and  the Purchaser, respectively, to consummate the Stock Purchase, in accordance with the terms of this Agreement.

NOW THEREFORE , in consideration of the promises and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.1.   Definitions .  In addition to the terms defined in the Recitals and other terms defined in this Agreement, the following capitalized terms shall have the respective meanings specified in this Article I.  Other terms defined elsewhere in this Agreement shall have meanings so given to them.

1.1.1.   Class A Common Shares .  The term “Shares” shall mean the five hundred million (500,000,000) shares of Series A Common Stock authorized for issuance by the Company pursuant to its Articles of Incorporation, as amended.

1.1.2.   Fully Diluted Basis .  The term “Fully Diluted Basis” shall mean, with respect to the Purchaser, as of January 11, 2010, the sum of: (a) the aggregate number of the issued and outstanding Shares and (b) such additional Shares that would be issued and outstanding on a fully-diluted basis, assuming: (i) the conversion into Shares of all issued and outstanding convertible securities of the Company and (ii) the exercise of all options, warrants or other rights entitling any holder to purchase Shares.

2.1.    The Purchased Securities; Purchase Price .

2.1.1.    The Purchase Price .  Purchaser shall pay to the Company by wire transfer of immediately available funds to an account designated by the Company the sum of Three Hundred Fourteen Million Dollars ($314,000,000.00) (“Stock Purchase Price”).  The Stock Purchase Price shall be payable commencing March 9, 2009 through September 9, 2010 in such amounts and at such times as designated by the Board of Directors of  the Company.    After receipt of each payment toward the Stock Purchase Price, the Company shall deliver to the Purchaser certificates evidencing legal and beneficial ownership of the pro rated portion of the Purchased Securities (as defined below) so that the amount set forth in Section 2.1.2. below has been delivered after receipt of the entire Stock Purchase Price.  Until such time as the total number of Purchased Securities can be determined, the Company shall deliver to the Purchaser certificates evidencing a pro rated portion of the Purchased Securities based on the number of issued and outstanding Shares, as of the date each payment of the Stock Purchase Price is delivered to the Company.  Upon the determination of the total number of Purchased Securities, the Company shall deliver to the Purchaser (or cancel as the case maybe) the number of additional Shares equal to the Purchased Securities.

2.1.2.    Purchased Securities .  Upon full payment of the Stock Purchase Price, the Purchaser shall have received Shares, constituting forty nine percent (49%) of the Shares on a Fully Diluted Bas