ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT is made as of June 16, 2006 (this “ Agreement ”), by and among HRDQ GROUP, INC., a Delaware corporation (the “ Company ”), TELECOM COMMUNICATIONS, INC., a Delaware corporation (“ Telecom ”), ALPHA CENTURY HOLDINGS, LTD, a BVI corporation (“ Alpha ”), and CHINA DONGGUAN NETWORKS, INC, a BVI corporation (“ CDN ,” and together with Alpha, the “ Owners ”).

WHEREAS , as of the date hereof, Telecom is the sole shareholder of and owns 100% of the outstanding shares interests in Alpha;

WHEREAS , as of the date hereof, Alpha and CDN hold an interest in certain assets used in the operation of the business known as subaye.com and the associated website located at www.subaye.com (collectively, the “ Business ”);

WHEREAS , the Owners desire to contribute all of their respective right, title and interest in and to the Acquired Assets (as defined below) to the Company upon the terms and conditions set forth herein;

WHEREAS , the Company desires to accept from the Owners all of the Owners’ right, title and interest in and to the Acquired Assets on the terms and conditions set forth herein and, in consideration therefor, (i) (a) to issue shares of common stock of the Company (the “ Common Stock ”), (b) pay cash to each Owner and (c) to issue a promissory note in the form of Exhibit A hereto to Alpha (which shall be immediately assigned by Alpha to Telecom) (the “ Promissory Note ”) and (ii) to assume the Assumed Liabilities (as defined below), each asset set forth herein; and

WHEREAS , the transactions contemplated by this Agreement and the transactions contemplated by that certain Series A Preferred and Common Stock Purchase Agreement, dated of even date herewith, by and between the Company and the Purchasers (as defined therein) are intended to constitute a single transaction for purposes of Section 351 of the Internal Revenue Code of 1986, as amended .  

NOW, THEREFORE , in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

(a)    On and as of the date hereof, each Owner hereby sells, assigns, transfers, conveys and delivers to the Company all of its right, title, and interest in, to and under the assets of the Business identified on Exhibit B attached hereto (the “Acquired Assets”). On and as of the date hereof, the Company hereby accepts the foregoing assignment of each Acquired Asset.

(b)    Notwithstanding anything to the contrary contained herein (including on Exhibit B), the Acquired Assets shall not include, and the Owners shall not sell any of their rights, title or interest in and to any asset identified on Exhibit C attached hereto or any other asset that is not used primarily in the Business (the “ Excluded Assets ”).

(c)    Upon the terms and subject to the conditions of this Agreement, the Company hereby assumes, effective as of the date hereof, and agrees to pay, perform and discharge when due, and indemnify, defend and hold harmless from and after the Closing Date (as defined below), Telecom, Alpha, CDN and each of their respective affiliates, and each of their respective officers, directors and employees, from and against any and all obligations and liabilities, whether known or unknown, arising out of, relating to or otherwise in respect of the Acquired Assets, the Business or the operation or conduct of the Business before the date hereof (collectively, the “ Assumed Liabilities ”), including without limitation the liabilities listed on Exhibit D attached hereto, but excluding the liabilities listed on Exhibit E attached hereto (the “ Retained Liabilities ”).

(d)    (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset if an attempted assignment thereof, without the consent of a third party, would constitute a breach, default, violation or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, claim or right, or would in any way adversely affect the rights of either Owner or, upon transfer, the Company under such asset, claim or right. If any transfer or assignment by the Owners to the Company, or any assumption by the Company of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires the consent of a third party, then such transfer or assignment or assumption shall be made subject to such consent being obtained. The Company agrees that neither Owner nor any of such Owner’s affiliates shall have any liability to the Company arising out of or relating to the failure to obtain any such consent or because of any circumstances resulting therefrom.

(i)    If any such consent has not been obtained prior to the consummation of this Agreement, the parties shall use commercially reasonable efforts to secure such consent as promptly as practicable and Owners shall cooperate with the Company (at the Company’s expense) to structure a lawful and commercially reasonable arrangement under which (i) the Company shall obtain (without infringing upon the legal rights of such third party or violating any applicable law) the economic claims, rights and benefits (net of the amount of any related tax costs imposed on either Owner or any of their respective affiliates) under the asset, claim or right with respect to which the consent has not been obtained and (ii) the Company shall assume any related economic burden (including the amount of any related tax costs imposed on either Owner or any of their respective affiliates) with respect to the asset, claim or right with respect to which the consent has not been obtained.

(e)    The Company hereby acknowledges and agrees that Owner makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to this Agreement, the Acquired Assets or the Assumed Liabilities, except that each Owner, severally and not jointly, hereby represents and warrants that (i) such Owner has all necessary power and authority to execute and deliver this Agreement and to carry out its provisions; (ii) all action on Owner’s part required for the lawful execution and delivery of this Agreement has been taken; and (iii) upon such Owner’s execution and delivery, this Agreement will be a valid and binding obligation of such Owner, enforceable in accordance with its terms, except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (y) as limited by general principles of equity that restrict the availability of equitable remedies.

(f)    Subject to Section (6) hereof, without limiting the foregoing, each Owner hereby disclaims any warranty (express or implied) of merchantability or fitness for any particular purpose as to any portion of the Acquired Assets. Accordingly, subject to Section (6) hereof, the Company accepts the Acquired Assets and the Assumed Liabilities “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.”

Section 2    Consideration

(a)    In consideration of the assignment to the Company by the Owners of the Acquired Assets hereunder, on the date hereof, in addition to the Company’s assumption of the Assumed Liabilities, the Company shall (i) issue the Promissory Note to Alpha (which shall be immediately assigned to Telecom and restated to reflect that Telecom shall be the Payee thereunder), pay $1,950,800 in cash by wire transfer of immediately available funds to CDN, (ii) issue 798,747 shares of Common Stock of the Company to CDN and (iii) issue 2,024,192 shares of Common Stock of the Company to Alpha (which shares shall be distributed immediately to Telecom).

(b)    In the event the amount of the Telecom Advance (as defined below) exceeds $1.5 million (the amount of such excess, the “ Excess Telecom Advance” ), then the principal amount of the Promissory Note shall be increased by the amount of the Excess Telecom Advance (and the Company shall deliver to Telecom an amended and restated Promissory Note reflecting such increased principal amount in exchange for cancellation of the original Promissory Note). In the event the amount of the Telecom Advance is less than $1.5 million (the amount by which the Telecom Advance is less than $1.5 million, the “ Telecom Advance Shortfall ”), then the principal amount of the Promissory Note shall be reduced by the amount of the Telecom Advance Shortfall (and the Company shall deliver to Telecom an amended and restated Promissory Note reflecting such decreased principal amount in exchange for cancellation of the original Promissory Note). The completion of the adjustment contemplated by this Section 2(b) shall in no way affect the enforceability of or Telecom’s rights under the Promissory Note unless and until the Promissory Note is exchanged for a duly executed amended and restated Promissory Note in accordance with this Section 2(b). As used in this Section 2(b), “ Telecom Advance ” means the sum of (i) the value of the tangible assets and software licenses purchased by Telecom (or by Alpha with funds advanced by Telecom) for the Business prior to October 1, 2004 plus (ii) the amount of funds expended by Telecom to purchase tangible assets and software licenses for the Business (or advanced by Telecom to Alpha to purchase tangible assets or software licenses for the Business) on or after October 1, 2004.

(c)    Within twenty (20) business days of the date hereof, Telecom shall deliver to the Company Telecom’s calculation of the Telecom Advance. In the event the Company objects in good faith to Telecom’s calculation of the Telecom Advance, then the Company shall notify Telecom of such objection in writing with 10 (ten) business days of receipt of such calculation and set forth the basis for such objection in reasonable detail (the “ Objection Notice ”). If the Company does not notify Telecom in writing of an objection within such 10 (ten) business day period, then Telecom’s calculation of the Telecom Advance shall be binding upon the parties hereto. If the Company does notify Telecom in writing of such objection in accordance with this Section 2(c), then the parties hereto shall use good faith efforts to resolve the dispute in respect of the calculation of the Telecom Advance. In the event the parties hereto are unable to resolve such dispute within ten business days of Telecom’s receipt of the Objection Notice, then the respective Chief Executive Officers of Telecom and the Company shall attempt in good faith to resolve such dispute, and if the dispute is not resolved within twenty (20) business days of Telecom’s receipt of the Objection Notice, then the parties hereto shall refer the dispute to an independent accounting firm (which shall not be the independent accounting firm of either of Telecom or the Company) designated by Telecom and reasonably acceptable to the Company, and the determination of such accounting firm shall be binding on the parties hereto. The costs of such independent accounting firm shall be borne by the party that is not the prevailing party (the prevailing party shall be the party whose calculation of the Telecom Advance is closest in amount to the calculation of the Telecom Advance that is ultimately determined by such accounting firm).

Section 3    Termination of Rights Agreement  

CDN and Telecom hereby agree that, as of the date hereof, the Rights Agreement, dated as of November 11, 2005 (the “ Rights Agreement ”), by and between CDN and Alpha, shall be terminated and of no further force or effect, and CDN and Alpha agree that neither party shall have any further obligations or liabilities to the other arising out of, resulting from or in connection with the Rights Agreement or the Asset Acquisition Agreement, dated as of November 11, 2005, by and between CDN and Alpha.

Section 4    The Closing

(a)    The consummation of the acquisition of the Acquired Assets and assumption of the Assumed Liabilities shall be held at the offices of Kirkpatrick & Lockhart Nicholson Graham LLP 599 Lexington Avenue, New York, New York 10022, on the date hereof, or such other date after the date hereof as the Company and the Owners may mutually agree in writing (the “ Closing Date ”).

(b)    On the Closing Date, the Owners shall deliver (duly and fully executed, acknowledged and notarized as appropriate) to the Company the following:

(i)    a duly executed counterpart to the bill of sale for all of the Acquired Assets that constitute tangible personal property in the form attached hereto as Exhibit F (the “ Bill of Sale ”);

(ii)    a duly executed counterpart to the assignment of contracts rights in the form attached