AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the " Agreement "), dated August 6, 2008, is made and entered into as of the 31 ^st day of July 2008, by and among ASIA SPECIAL SITUATION ACQUISITION CORP. , a Cayman Island corporation (" ASSAC "); CHINA TEL GROUP, INC. , a Nevada corporation (" CHTL "); GEORGE ALVAREZ (“Alvarez”) ; and CHTL ACQUISITION CORP., a Nevada corporation (“ Mergerco ”).  Alvarez and the other Persons listed on Schedule A annexed hereto and made a part hereof who are holders of CHTL Class B Common Stock are hereinafter collectively referred to as the “ CHTL Principal Shareholders ” and ASSAC, CHTL, the CHTL Principal Shareholders, and Mergerco are hereinafter sometimes collectively referred to as the “ Parties .”

A.           Effective as at the date of this Agreement, ASSAC, CHTL, Trussnet Group, Inc ., a Nevada corporation (“ Trussnet ”) and the CHTL Principal Shareholders entered into an amended and restated stock purchase agreement (the “ Purchase Agreement ”), pursuant to which, inter alia , on the “Closing Date” of the transactions contemplated by the Purchase Agreement, ASSAC agreed to purchase for $270,000,000 the “Purchased Securities” of CHTL (as those terms are defined in the Purchase Agreement).

B.           The Parties hereto all deem it necessary and advisable to enter into this Agreement, pursuant to which, inter alia , Mergerco will be merged with and into CHTL with CHTL as the surviving corporation of such merger (the “ Merger ”); as a result of which ASSAC shall own 100% of the shares of capital stock of CHTL.

C.           The Board of Directors of ASSAC and Mergerco each deems the Merger advisable and in the best interest of said corporations and its shareholders and have each approved and adopted the form, terms and provisions of the Purchase Agreement, this Agreement and the Merger.

D.           The Board of Directors of CHTL and the CHTL Principal Shareholders each deems the Merger advisable and in the best interest of said corporation and its shareholders and the Board of Directors of CHTL and the CHTL Principal Shareholders have each approved and adopted the form, terms and provisions of the Purchase Agreement, this Agreement and the Merger.

E.           Alvarez is a director, chief executive officer of CHTL and a CHTL Principal Shareholder, and Alvarez and the other CHTL Principal Shareholders are entering into this Agreement as an inducement to ASSAC.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the Parties agree as follows:

1.1            The Merger .  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Nevada (the " Nevada Corporation Law "), Mergerco shall be merged with and into CHTL at  the Effective Time.  Following the Effective Time, the separate corporate existence of Mergerco shall cease and CHTL shall continue as the surviving corporation of the Merger (the " Surviving Corporation ") and shall succeed to and assume all the rights and obligations of Mergerco in accordance with the Nevada Corporation Law.

1.2            Effective Time .  Subject to the provisions of this Agreement, as soon as practicable on or after the Effective Time, the Parties shall file a certificate of merger or other appropriate documents (in any such case, the " Certificate of Merger ") executed in accordance with the relevant provisions of the Nevada Corporation Law and shall make all other filings or recordings required under the Nevada Corporation Law .  The Merger shall become effective at such time and on such date as the Certificate of Merger is duly filed with the Nevada Secretary of State, or at such other time as ASSAC and CHTL shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the " Effective Time ").

1.3            Effects of the Merger .  The Merger shall have the effects set forth in the applicable provisions of the Nevada Corporation Law.

1.4            Certificate of Incorporation and Bylaws .

(a)           The CHTL certificate of incorporation as in effect immediately following the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

(b)           The bylaws of CHTL as in effect immediately following the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

1.5            Directors .  The board of directors of CHTL immediately prior to the Effective Time shall constitute the entire members of be the board of  directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

1.6            Officers .  The officers of CHTL immediately prior to the Effective Time shall constitute all of the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

1.7            Effect on Securities .  As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the outstanding capital stock, notes or other evidences of indebtedness of CHTL, Mergerco or ASSAC:

(a)            ASSAC Ordinary Shares and ASSAC Warrants.   Each of the 14,000,000 ordinary shares of ASSAC, $0.0001 par value per share (the “ ASSAC Ordinary Shares ”) that are issued and outstanding as at the Effective Time of the Merger shall remain issued and outstanding following the Effective Time of the Merger, except as otherwise provided in Section 1.7(i) below.  Each of the 17,225,000 issued and outstanding warrants to purchase ASSAC Ordinary Shares (the “ ASSAC Warrants ”) that are issued and outstanding as at the Effective Time of the Merger shall remain issued and outstanding following the Effective Time of the Merger, except as otherwise provided in Section 1.7(i) below.

(b)            CHTL Treasury Stock .  Each share of CHTL Class A common stock, par value $0.001 per share (" CHTL Class A Common Stock "), each share of CHTL Class B common stock, par value $0.001 per share (" CHTL Class B Common Stock ") and each share of CHTL preferred stock, $___ par value per share (the “ CHTL Preferred Stock ”) that is held in the treasury of CHTL or by any wholly owned subsidiary of CHTL, and each share of CHTL Class A Common Stock, each share of CHTL Class B Common Stock and each share of CHTL Preferred Stock that is owned by ASSAC shall automatically be cancelled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor.

(c)            Mergerco Common Stock .  Each share of common stock, $0.01 par value per share, of Mergerco issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one issued, fully paid and nonassessable share of common stock, par value $0.01 per share of the Surviving Corporation.

(d)            Outstanding CHTL Class A Common Stock . As at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of CHTL Class A Common Stock or any shares of capital stock of ASSAC or the Surviving Corporation, each full share of CHTL Class A Common Stock that is issued and outstanding as at the Effective Time of the Merger (other than shares of CHTL Class A Common Stock to be canceled in accordance with Section 1.7(b) hereof), shall be converted into and exchanged for the right to receive twenty two and one-half percent (0.225) of one ASSAC Ordinary Share (the “ Class A Common Stock Exchange Ratio ”).

(e)            Outstanding CHTL Class B Common Stock .  As at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of CHTL Class B Common Stock or any shares of capital stock of ASSAC or the Surviving Corporation, each full share of CHTL Class B Common Stock that is issued and outstanding as at the Effective Time of the Merger (other than shares of CHTL Class B Common Stock to be canceled in accordance with Section 1.7(b) hereof), shall be converted into the right to receive that fraction of a share of ASSAC Series A Voting Preferred Stock (the “ Class B Common Stock Exchange Ratio ”) as shall be determined by dividing (i) 1,000,000, representing the aggregate number of shares of ASSAC Series A Voting Preferred Stock being issued in connection with the Merger, by (ii) the aggregate number of shares of CHTL Class B Common Stock issued and outstanding as at the Effective Time of the Merger.

As of the Effective Time, all shares of CHTL Class A Common Stock and CHTL Class B Common Stock (collectively, the “ CHTL Common Stock ”) shall no longer be issued or outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of CHTL Common Stock shall cease to have any rights with respect thereto, except the right to receive the ASSAC Ordinary Shares and the ASSAC Series A Voting Preferred Stock, without interest, based on the Class A Common Stock Exchange Ratio and the Class B Common Stock Exchange Ratio, respectively, as provided in Section 1.7(d) and Section 1.7(e) .

(f)            Outstanding CHTL Preferred Stock . As at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of CHTL Preferred Stock or any shares of capital stock of ASSAC or the Surviving Corporation, each full share of CHTL Preferred Stock that is issued and outstanding as at the Effective Time of the Merger (other than shares of CHTL Preferred Stock to be canceled in accordance with Section 1.7(b) hereof), shall be converted into and exchanged for the right to receive that number of ASSAC Ordinary Shares or fraction of an ASSAC Ordinary Share as shall be determined by (i) converting such share of CHTL Preferred Stock, at the conversion price then in effect, into the applicable number of shares of CHTL Class A Common Stock (the “ CHTL Preferred Stock Conversion Shares ”), and (ii) multiplying such number of CHTL Preferred Stock Conversion Shares by twenty-two and one-half percent (0.225) (the “ Preferred Stock Exchange Ratio ”).  For the avoidance of doubt, if each full share of CHTL Preferred Stock (purchased at $10.00 per share) is convertible by the holder into 4.4444 shares of CHTL Class A Common Stock, then such share of CHTL Preferred Stock would be converted into and exchanged for one (1) full ASSAC Ordinary Share.

As of the Effective Time, all shares of CHTL Preferred Stock shall no longer be issued or outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of CHTL Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the ASSAC Ordinary Shares, without interest, based on the Class A Common Stock Exchange Ratio.

(g)            Outstanding CHTL Debentures .  By virtue of the Merger and without any action on the part of any holder of the aggregate up to $45,000,000 maximum principal amount of 10% convertible debentures of CHTL due December 31, 2008 and convertible by the holder(s) at $0.95 per share into CHTL Class A Common Stock (the “ CHTL Debentures ”), each of such CHTL Debentures issued and outstanding as of the Effective Time shall be converted into an identical principal amount of 10% convertible debentures of ASSAC (individually, an “ASSAC Debenture ” and collectively, as the “ ASSAC Debentures ”).  Such ASSAC Debentures:

(i)           shall be due and payable on March 31, 2009;

(ii)           shall be convertible by the holder at any time on or after January 1, 2009 and on or prior to the March 31, 2009 maturity date of the ASSAC Debentures, into 0.236842 ASSAC Ordinary Share (the “ ASSAC Debenture Exchange Ratio ”) determined by dividing $1.00 by the $0.95 conversion price of the CHTL Debentures and multiplying the result thereof by $2.25).  For the avoidance of doubt, each $1.00 principal amount of ASSAC Debentures shall be convertible into 0.2368421 ASSAC Ordinary Shares, and

(iii)           shall be in the form of the note annexed hereto as  Exhibit A and made a part hereof.

(h)            CHTL Warrants and CHTL Options . As at the Effective Time any issued and outstanding options to purchase shares of CHTL Common Stock (“ CHTL Options ”) or warrants to purchase shares of CHTL Common Stock (“ CHTL Warrants” ) shall be cancelled and of no further force or effect.

(i)            ASSAC Ordinary Shares Owned by CHTL .  As at the Effective Time, each issued and outstanding share of ASSAC Ordinary Shares, if any, that is owned of record by CHTL immediately prior to the Effective Time of the Merger shall automatically be cancelled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor.

(j)            Terms of ASSAC Series A Voting Preferred Stock .  As at the Effective Time of the Merger, the board of directors of ASSAC shall issue, from the 1,000,000 authorized shares of ASSAC preferred stock, an aggregate of 1,000,000 shares of Series A Voting Preferred Stock of ASSAC, which shall contain the rights and privileges that are substantially identical to the terms of the CHTL Class B Common Stock or otherwise acceptable to Alvarez, including, without limitation, the following:

(i)            Amount .  The authorized and issued shares of Series A Voting Preferred Stock shall not be increased unless the holders of Eighty-Five Percent (85%) of the issued and outstanding shares of Series A Voting Preferred Stock vote in favor of increasing the number of authorized Series A Voting Preferred Stock.

(ii)            Voting . Each holder of a share of Series A Voting Preferred Stock shall have the right to cast one hundred (100) votes for each share of Series A Voting Preferred Stock held by such shareholder at any duly called meeting of shareholders or pursuant to a written consent of shareholders

(iii)            No Economic Interest or Right to Dividends . The Series A Voting Preferred Stock shall have no economic interest in the assets or properties of ASSAC or any of its direct or indirect Subsidiaries, nor shall the holders of any shares of Series A Voting Preferred Stock be entitled to receive any consideration, or share in the receipt of any consideration, available to other holders of securities of ASSAC in connection with (A) the sale or transfer of any securities or assets of ASSAC or any of its direct or indirect Subsidiaries (whether through stock sale, asset sale, merger, tender offer, consolidation or like combination), or (B) the transfer of any shares of Series A Voting Preferred Stock to any other Person.  The holders of Series A Voting Preferred Stock shall not be entitled to the payment of any dividends payable by ASSAC or any of its direct or indirect Subsidiaries, in cash or in kind.

(iv)            No Rights on Liquidation .  In the event of any liquidation, dissolution or winding up of ASSAC or any of its direct or indirect Subsidiaries, whether voluntary or involuntary, the holders of shares of Series A Voting Preferred Stock shall not be entitled to receive any cash, cash-in-kind or assets whatsoever of ASSAC or any of its Subsidiaries.

(v)            Conversion .  The Series A Voting Preferred Stock shall have no rights to convert into any other authorized shares or other securities of ASSAC or any of its direct or indirect Subsidiaries.

(vi)            Transferability .  The consent of Eighty-One Percent (81%) of the issued and outstanding shares of  Series A Voting Preferred Stock shall be required for any holder of Series A Voting Preferred Stock to sell, assign, or transfer any shares of Series A Voting Preferred Stock to any third party, or to grant proxies or voting rights with respect to any shares of Series A Voting Preferred Stock, except for any proxies granted to Alvarez relating to the Series A Voting Preferred Stock.

(vii)            Redemption Rights .  ASSAC shall automatically redeem the Series A Voting Preferred Stock on July 1, 2023  (the “ Redemption Date ”).  On the Redemption Date each share of Series A Voting Preferred Stock shall be redeemed by CHTL at the par value ($0.0001) of the shares of Series A Voting Preferred Stock.

(viii)            Proxy .  All holders of CHTL Class B Common Stock who shall receive the ASSAC Series A Voting Preferred Stock shall grant to Alvarez a proxy to vote all of their shares of ASSAC Series A Voting Preferred Stock.

(k)            ASSAC Note .   As at the Effective Time of the Merger, the then outstanding amount of the $165,000,000 original principal amount of the ASSAC non-interest bearing Note due March 31, 2009 and issued to CHTL under the terms of the Purchase Agreement shall be cancelled and extinguished.

1.8            Exchange of CHTL Instruments .

(a)           ASSAC shall designate Continental Stock Transfer & Trust Company, or another a person reasonably acceptable to CHTL to act as exchange agent in the Merger (the " Exchange Agent "), and, from time to time on, prior to or after the Effective Time, ASSAC shall make available, or cause the Surviving Corporation to make available, to the Exchange Agent ASSAC Ordinary Shares and ASSAC Series A Voting Preferred Stock and ASSAC Debentures (collectively, the “ ASSAC Securities ”) in amounts and at the times necessary for the delivery of the Merger Consideration,  to be delivered upon surrender of certificates representing the shares of CHTL Common Stock and CHTL Preferred Stock, the CHTL Debentures and other CHTL Securities to be converted into ASSAC Securities pursuant to Section 1.7.

(b)           As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record on the Record Date of CHTL Common Stock, CHTL Preferred Stock and CHTL Debentures (collectively, “ CHTL Securities ”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing shares of CHTL Common Stock, CHTL Preferred Stock,  CHTL Debentures and other CHTL Securities (collectively, “ CHTL Instruments ”) shall pass, only upon delivery of the CHTL Instruments to the Exchange Agent and shall be in a form and have such other provisions as ASSAC may reasonably specify) and (ii) instructions for use in effecting the surrender of the CHTL Instruments in exchange for the Merger Consideration and other ASSAC Securities.  Upon surrender of a CHTL Instrument for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ASSAC, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such CHTL Instrument shall be entitled to receive in exchange therefor the amount of Merger Consideration and other ASSAC Securities theretofore represented by such CHTL Instruments which shall have been converted or exchange pursuant to Section 1.7, and the CHTL Instruments so surrendered shall forthwith be canceled.  In the event any CHTL Instruments shall have been lost, stolen or destroyed, ASSAC may, in its discretion and as a condition precedent to the delivery of the Merger Consideration, ASSAC Debentures or other ASSAC Securities in respect of the CHTL Instruments, require the owner of such lost, stolen or destroyed CHTL Instrument to deliver a affidavit or bond in such amount or form as it may reasonably direct as indemnity against any claim that may be made against ASSAC, the Surviving Corporation or the Exchange Agent.

(c)           All Merger Consideration delivered upon the surrender of shares of CHTL Common Stock, CHTL Preferred Stock, CHTL Debentures and other CHTL Securities in accordance with the terms of this Section 1.8 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of CHTL Common Stock, CHTL Preferred Stock and CHTL Debentures represented by such CHTL Instruments.  At the Effective Time, the stock transfer books and note register of CHTL shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of CHTL Common Stock or CHTL Debentures that were outstanding immediately prior to the Effective Time.  If, after the Effective Time, CHTL Instruments are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Section 1.8.

1.9            Registration Statement .

Prior to the Effective Time of the Merger, ASSAC and CHTL shall cause to be filed with the United States Securities and Exchange Commission (the “ SEC ”), a registration for Form S-4 and Form F-4 of CHTL and ASSAC, respectively (each, a “ Registration Statement ”.  The Form S-4 Registration Statement of CHTL shall include the Information Statement, and the) Form F-4 Registration Statement of ASSAC shall include the Information Statement as the ASSAC prospectus, pursuant to which ASSAC shall register under the Securities Act the Merger Consideration.

1.10            Holders of Record of CHTL Securities .

(a)           Only holders of record of shares of CHTL Common Stock and CHTL Preferred Stock as at the Effective Time of the Merger shall be entitled to receive ASSAC Ordinary Shares and ASSAC Series A Voting Preferred Stock, as Merger Consideration as of the Effective Time of the Merger.  Persons who are holders of CHTL Debentures as at the Effective Time of the Merger shall only be entitled to receive ASSAC Debentures in connection with the Merger.

(b)           Persons who timely deliver to CHTL prior to the Effective Time of the Merger duly executed notices of conversion of their CHTL Debentures in accordance with the terms of such CHTL Debentures hall be deemed to be holders of record of shares of CHTL Common Stock as at the Effective Time of the Merger, even if a stock certificate(s) evidencing such shares of CHTL Common Stock shall not have been delivered to such Person as at the Effective Time of the Merger.

 1.11         Closing . The closing of the Merger (the “ Closing ”) will take place at the offices of Hodgson Russ LLP, counsel to ASSAC, at its office in New York, New York, within ten  days following the delivery of satisfaction or waiver of the conditions precedent set forth in Section 4 or at such other date as ASSAC and the CHTL Principal Shareholders shall agree (the “ Effective Time ”), but in no event shall the Effective Time occur later than March 31, 2009, unless such date shall be extended by mutual agreement of ASSAC and the CHTL Principal Shareholders to not later than June 30, 2009 (the “ Outside Effective Time ”).  On the Effective Time the Parties shall consummate the Merger and cause the Articles of Merger to be filed at such Closing with the Secretary of State of the State of Nevada.

1.12            Dissenters Rights .  Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of CHTL Common Stock held by a Person who objects to the Merger (a " Dissenting Shareholder ") and complies with all the provisions of Section 92A.380 of the Nevada Corporation Law concerning the right of holders of CHTL Common Stock to dissent from the Merger and require appraisal of their shares of CHTL Common Stock, as the case may be (the " Dissenting Shares ") shall not be converted as described in Section 1.7 but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 92A.380 of the Nevada Corporation Law.  If, after the Effective Time, such Dissenting Shareholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the Nevada Corporation Law, his Dissenting Shares shall be deemed to be converted as of the Effective Time into the right to receive his pro-rata shares of the Merger Consideration.  CHTL shall give ASSAC (i) prompt notice of any demands for appraisal of Dissenting Shares received by either CHTL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demands.  Neither CHTL nor ASSAC will voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of the CHTL Principal Shareholders, settle or offer to settle any such demands.

1.13            Change of Corporate Name.    ASSAC shall use its best efforts (but shall not be legally obligated) to obtain the requisite shareholders approval to change its corporate name to “ CHINATEL CORPORATION ” or such other corporate name as shall be acceptable to the Parties, with such name change to be effective, pursuant to the ASSAC Restated Charter, on or promptly following the Effective Time of the Merger.

Except as defined elsewhere in this Agreement, all capitalized terms not expressly defined in this Agreement shall have the same meaning as is defined in the Purchase Agreement.  In addition to other terms defined in this Agreement and the Purchase Agreement, the following terms shall have the meanings set forth below:

“ Applicable Law” means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties and/or the Merger.

“ Affiliate ”  means any one or more Person controlling, controlled by or under common control with any other Person or their affiliate.

    “ ASSAC Conversion Shares ” shall mean the number of ASSAC Ordinary Shares that may be issued following the Effective Time of the Merger to holders of ASSAC Debentures upon their conversion of up to $45,000,000 of such ASSAC Debentures.

“ ASSAC Ordinary Shares ” shall mean the ordinary shares of ASSAC, $0.0001 par value per share.

“ ASSAC Debentures ” shall have the meaning set forth in Section 1.7(g) above, and shall refer to the maximum aggregate $45,000,000 principal amount of 10% debentures of ASSAC, and in the form of Exhibit A annexed hereto and made a part hereof.

“ ASSAC Financings ”  shall have the meaning set forth in Section 4.9 of this Agreement.

“ ASSAC Restated Charter ”  shall mean the amended and restated certificate of incorporation of ASSAC in effect as at the Effective Time of the Merger.

“ Business Day ” shall mean any day, excluding Saturday, Sunday and any other day on which national banks located in New York, New York shall be closed for business.

“ Dollar” and “ $” means lawful money of the United States of America.

“Chinacomm Agreements” and “Chinacomm Parties” shall have the respective meanings as are defined in the Purchase Agreement.

“CHTL Common Stock” means the collective reference to (a) the 500,000,000 shares of Class A common stock, $0.001 par value per share, of CHTL, and (b) the 200,000,000 shares of Class B common stock, $0.001 par value per share, of CHTL, authorized pursuant to its certificate of incorporation, as amended, through the Effective Time.

“CHTL Principal Executive Officer ” shall mean Alvarez, in his capacity as President and Chief Executive Officer of CHTL.

“ CHTL Stockholders ” means the collective reference to the CHTL Principal Shareholders and all other holders of CHTL Class A Common Stock, Class B Common Stock and CHTL Preferred Stock.

“ Effective Time ” shall mean the date upon which the Merger shall be consummated.

“ Exchange Act” means the Securities Exchange Act of 1934, as amended.

“ GAAP ” means generally accepted accounting principles in the United States of America as promulgated by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or any successor Institutes concerning the treatment of any accounting matter.

“ Knowledge ” means the knowledge after reasonable inquiry.

“ Information Statement ” shall mean the information statement referred to in Section 1.9 that will also constitute the ASSAC prospectus to be included in the Registration Statement declared effective by the SEC.

“ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset.

“ Material Adverse Effect ” with respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a consolidated whole.

“ Merger Consideration ” shall mean the collective reference to: (a) all shares of ASSAC Ordinary Shares issued to the holders of CHTL Class A Common Stock and CHTL Preferred Stock as at the Effective Time of the Merger pursuant to Section 1.7(d) and Section 1.7(f) of this Agreement, (b) all ASSAC Series A Voting Preferred Stock issued to holders of CHTL Series B Common Stock as at the Effective Time of the Merger pursuant to Section 1.7(e) of this Agreement, and (c) all ASSAC Debentures issued to holders of CHTL Debentures as at the Effective Time of the Merger pursuant to Section 1.7(g) of this Agreement.

“ Person ” means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or political subdivision thereof.

“Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means:

(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

(ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

(iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

“ Tax Return ” means any return, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

    “ Westmoore Warrants ” means warrants to purchase 500,000 Ordinary Shares of ASSAC upon substantially identical terms and conditions as the warrants to be issued by ASSAC to Canaccord Capital Corp. and Roth Capital Partners LLC under the engagement agreement referred to in Section 4.13 of this Agreement.

CHTL hereby severally represent and warrant to ASSAC as follows:

3.1.            Organization and Good Standing .  Each of CHTL, Trussnet and the “Chinacomm Parties” (as that term is defined in the Purchase Agreement)  are entities duly organized, validly existing and in good standing under the laws of their respective States or countries of organization, all as set forth on Schedule 3.1 to the Purchase Agreement.

3.2.            Subsidiaries .  The only direct subsidiary of CHTL is Trussnet.  Trussnet is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada .  Schedule 3.2 to the Purchase Agreement sets forth: (a) the names, (b) the authorized, issued and outstanding shares of capital stock or other equity of Trussnet and of each of the direct and indirect subsidiaries of Trussnet and all Chinacomm Parties, and (c) the record and beneficial owners of such capital stock or other equity.

3.3.            Authorization and Approvals . Each of CHTL, Trussnet and the Chinacomm Parties have the requisite corporate power and authority and have obtained all requisite licenses, permits, franchises, approvals and consents necessary (i) to own and operate its properties and to carry on its business as now being conducted, and (ii) to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder.  All corporate proceedings have been taken and all corporate authorizations have been secured which are necessary to authorize the execution, delivery and performance by CHTL of this Agreement.  This Agreement has been duly and validly executed and delivered by CHTL and Trussnet and constitutes the valid and binding obligation of CHTL, enforceable in accordance with its terms.

3.4.            Effect of Agreement .  As of the Effective Time of the Merger, the consummation by any of CHTL, Trussnet and the Chinacomm Parties of the transactions contemplated hereby and by the Chinacomm Agreements, including the execution, delivery and consummation of this Agreement, will comply with all applicable law and will not:

(a)           violate any Requirement of Law applicable to or binding upon ASSAC, the  Company, Trussnet or any of the Chinacomm Parties;

(b)           violate: (i) the terms of the Articles of Incorporation or Bylaws of CHTL, Trussnet and the Chinacomm Parties; or (ii) any material agreement, contract, mortgage, indenture, bond, bill, note, or other material instrument or writing binding upon CHTL, Trussnet and the Chinacomm Parties or to which any of CHTL, Trussnet and the Chinacomm Parties is subject;

(c)           accelerate or constitute an event entitling the holder of any indebtedness of  any of CHTL, Trussnet and the Chinacomm Parties to accelerate the maturity of such indebtedness or to increase the rate of interest presently in effect with respect to such indebtedness; or

(d)           result in the breach of, constitute a default under, constitute an event which with notice or lapse of time, or both, would become a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets or any other properties of any of CHTL, Trussnet and the Chinacomm Parties under any agreement, commitment, contract (written or oral) or other instrument to which any of CHTL, Trussnet and the Chinacomm Parties is a party or by which it is bound or affected.

3.5.            Consents and WiMAX License .

(a)           All consents, approvals or other authorizations or notices, required by any state or federal regulatory authority or other Person or entity, including all PRC Regulatory Authorities,  in order to permit ASSAC, CHTL, Trussnet and the Chinacomm Parties to consummate the transactions contemplated by this Agreement and the Chinacomm Agreements and to enable CHTL, Trussnet and the Chinacomm Parties to operate their respective businesses, including the construction, installation and operation of the Wireless Installations under the WiMAX License have been obtained and are in full force and effect.

(b)           The MII or other applicable PRC Regulatory Authority have renewed the WiMAX license granted to Chinacomm for a minimum of not less than three years, and such WiMAX License, as so renewed is in compliance with the requirements of the PRC Regulatory Authorities.

3.6.            Legal Proceedings .  There are no legal, administrative, arbitral or other actions, claims, suits or proceedings or investigations instituted or pending or, to the Knowledge of CHTL’s management, threatened against any of CHTL, Trussnet and the Chinacomm Parties, or against any property, asset, interest or right of any of CHTL, Trussnet and the Chinacomm Parties, that might