ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (“Agreement”) made as of the date set out on the signature page below (“Effective Date”) by and between General Components Inc., a Cayman Islands corporation (“Seller”), General Components, Inc., a Beijing, China Corporation (“Seller’s Subsidiary”), and ZGS Corporation., a Delaware corporation (“Purchaser”).

WHEREAS, each of the Seller and Seller’s Subsidiary desires to sell and Purchaser desires to purchase all of the VOIP business and associated VOIP business assets of the Seller and Seller’s Subsidiary (“the VOIP Business”).

NOW, THEREFORE, in consideration of the mutual promises of the parties, in reliance on the representations, warranties, covenants, and conditions contained in this Agreement, and for other good and valuable consideration, the parties agree as follows:

1.1   SALE. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Purchaser or purchaser's Subsidiary (as defined in Clause 5.2) will purchase from Seller and Seller will sell, transfer, assign, convey and deliver to Purchaser all of the following assets used in or part of the VOIP Business on The Closing Date (the "Assets" ):

(a)   All the machinery, equipment, and furniture owned by each of Seller and Seller’s Subsidiary (Schedule A);

(b)   All the raw materials and supplies, work and goods in process and finished goods inventories owned by each of Seller and Seller’s Subsidiary (Schedule B);

(c)   All accounts receivable due to each of Seller and Seller’s Subsidiary (collectively, the “Accounts Receivable”) (Schedule C);

(d)   All deposits of each of Seller and Seller’s Subsidiary (Schedule D);

(e)    All contracts, agreements, purchase or sale orders of the VOIP Business to which Seller or Seller’s Subsidiary is a party including, but not limited to, the sina.net Agreement, the CandidSoft China Telecom Guang Xi project agreement and the Tekelec Corp. Value Added Reseller Agreement (Schedule E);

(f)    To the extent legally assignable, all licenses, approvals, permits and certificates obtained from governmental agencies and held by each of Seller and Seller’s Subsidiary in the VOIP business as of the Closing Date (Schedule F);

(g)   All telephone numbers currently assigned to Seller or Seller’s Subsidiary;

(h)   trade marks or trade names, licenses, intangible property and patents owned by each of Seller and Seller’s Subsidiary used in the VOIP Business;

(i)   each of Seller and Seller’s Subsidiary’s VOIP business customer lists;

(j)   all goodwill of, in, related to or associated with the VOIP Business as a going concern ;

(k)   any claims asserted by Seller or Seller’s Subsidiary in any dispute or litigation involving the VOIP business; and

(l)    the leasehold interest of Seller’s Subsidiary in an office located at Room 2108, 21/F., Block C, Zhong Guan Cun Technology Building, No. 34 Zhong Guan Cun South Avenue, Hai Dian District, Beijing, China (the “Facility”).

1.2   BUYER RETENTION. Notwithstanding anything contained in Section 1.1 to the contrary, neither Seller nor Seller’s Subsidiary is selling, and neither Purchaser nor Purchaser’s Subsidiary is purchasing, pursuant to the Agreement, any of the following, all of which shall be retained by Seller.

(a)   the consideration delivered or to be delivered to each of Seller and Seller’s Subsidiary pursuant to this Agreement;

(b)   the right of each of Seller and Seller’s Subsidiary to enforce the obligations of each of Purchaser and Purchaser’s Subsidiary under the this Agreement;

(c)   any assets of Seller or Seller’s Subsidiary not related to the VOIP business; and

(d)   any liabilities other than those specified in clause 1.4 (d) below.

1.3   CONDITION. Purchaser acknowledges and agrees that neither Seller nor Seller’s Subsidiary makes any warranties with respect to the Assets except as expressly set out herein; the Assets are being sold “AS IS” and “WHERE IS” and all warranties, express or implied, of merchantability or fitness for purpose or otherwise with respect to the condition, quality or suitability of the Assets, are hereby expressly disclaimed.

1.4   CONSIDERATION. The purchase price for the Assets shall be paid by Purchaser as follows:

(a)   At the closing of the purchase and sale of the Assets (the "Closing" ), Purchaser shall issue and deliver to Seller that number of shares of the common stock of Purchaser equal, upon issuance, to 30% of the Purchaser's common stock on a fully diluted basis (providing the Seller with a 15% economic interest in the equity of the Purchaser, post debt service and repayment, taking into account all the shares of Class A Common Stock of the Purchaser which the Purchaser has committed to issue as of the date hereof). At or before Closing, Seller shall become a party to the stockholder’s agreement completed in the normal and usual form between all of the shareholders of Purchaser and as entered into by the new investors in Class A Common Stock and existing common stockholder of ZGS entitled Investment Agreement.

(b)   At Closing, Purchaser shall pay to Seller the sum of $250,000 cash, less the following:

(c)   At Closing, Purchaser shall execute and deliver a promissory note in the sum of $250,000 to Seller, due 60 days after Closing, adjusted by:

(d)    At Closing, Purchaser shall assume the accounts payable of Seller to Tekelec in an amount not to exceed $120,000.

(a)    The Closing shall occur upon the earlier of (i) the close of business on September 30, 2006 or (ii) as soon thereafter as practicable following the satisfaction or waiver of all of the conditions to Closing set forth in ARTICLE 4 and ARTICLE 5 of this Agreement, but after the closing of the ZGS Investor Agreement whereby certain investors are subscribing to the Class A Common Stock of ZGS (the "Closing Date").

(b)    At closing, Purchaser and Seller will sign the documents specified in this contract and all other documents reasonably needed to transfer the business assets to Purchaser. Purchaser will pay Seller the amounts required by this contract and Seller will transfer to Purchaser the business assets.

1.6   THIRD PARTY BENEFICIARIES. The assumption by Purchaser of liabilities of Seller pursuant to this Agreement shall in no way expand the rights or remedies of any third party against Seller or Purchaser as compared to the rights and remedies which such third party would have had beneficially against Seller had Purchaser not assumed such liabilities. Without limiting the generality of the foregoing, the assumption by Purchaser of liabilities of Seller pursuant to this Agreement shall not create any third party beneficiary rights.

ARTICLE 2.  SELLER AND SELLER’S SUBSIDIARY’S REPRESENTATIONS AND WARRANTIES

Each of Seller and Seller’s Subsidiary hereby, jointly and severally, represent and warrant to Purchaser that the following facts and circumstances are true and correct as of the date of this Agreement and will be true and correct on and as of The Closing Date:

2.1   ORGANIZATION. Each of Seller and Seller’s Subsidiary is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized. Each of Seller and Seller’s Subsidiary is qualified to do business in all jurisdictions in which it does business and has all requisite power and authority to own, operate, and carry on its business as now being conducted.

2.2   OWNERSHIP. The Seller is the sole owner of Seller’s Subsidiary. Each of Seller and Seller's Subsidiary has the full right to sell or dispose of its Assets as it may choose. Each of Seller and Seller’s Subsidiary own the Assets being sold by it. At Closing, the Assets will be free from any claims of others.

2.3   AUTHORITY. Each of Seller and Seller’s Subsidiary has the full power and authority to execute, deliver, and consummate this Agreement, subject to the conditions to Closing set forth in this Agreement.

2.4   FULL DISCLOSURE. No representation, warranty, or covenant made to Purchaser in this Agreement or any document, financial statement, certificate, exhibit, or other information given or delivered to Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit a material fact necessary to make the statements contained in this Agreement or the matters disclosed in the related documents, certificates, information, or exhibits not misleading.

2.5   BROKER. Neither the Seller, Seller’s Subsidiary nor any of its officers, directors, employees, or stockholders, has retained, consented to, or authorized any broker, investment banker, or third party to act on its behalf, directly or indirectly, as a broker or finder in connection with the transactions contemplated by this Agreement.

2.7   OPERATIONS PRIOR TO CLOSING. Each of Seller and Seller’s Subsidiary will use its best efforts to operate and maintain the Assets and conduct the VOIP Business in the ordinary course prior to Closing. Neither Seller nor Seller’s Subsidiary shall dispose of or impair any of the Assets or enter into any transactions outside of the normal course of the VOIP Business without the prior consent of the Purchaser.

2.8   ENVIRONMENTAL MATTERS. Except as may be otherwise expressly disclosed to Purchaser prior to Closing:

(a)    to the best of its knowledge, neither the Facility nor it is the subject of any pending or threatened investigation or inquiry by any federal, state, local or other governmental authority (“Governmental Authority”) or is subject to any remedial obligations under any applicable zoning ordinances and building codes, flood disaster laws and health and environmental laws, rules and regulations pertaining to health or the Environment (“Applicable Laws”).

(b)  To the best of its knowledge, it has obtained any required permits, licenses or authorizations to construct, occupy, operate or use any portion of the Facility by reason of any Applicable Laws.

(c)   It has not received notice from any Governmental Authority that (i) hazardous substances, solid wastes, asbestos or other substances known or suspected to pose a threat to health or the environment (“Hazards”) have been disposed of or otherwise released on or to the Facility or exist on or within any portion of the Facility, (ii) prior use by them or the prior owners of the of the Facility, has occurred which violates any Applicable Laws, or (iii) the use which they make or intend to make of the Facility will result in the disposal or release of any hazardous substance, solid waste or Hazard on, in or to the Facility.

(d)   To the best of its knowledge, there are no on-site or off-site locations where hazardous substances, solid wastes or Hazards from the Facility have been improperly stored, treated, recycled, or disposed of.

(e)    To the best of its knowledge, there has been no litigation brought or threatened nor any settlement reached by or with any parties alleging the presence, disposal, release or threatened release, of any hazardous substance, solid wastes, or Hazard from the use or operation of the Facility.

(f)   It has not received notice from any Governmental Authority that the Facility is subject to any environmentally related liens.

(g)    Neither it nor, to its knowledge, any tenant of any portion of the Facility, has received any notice from any Governmental Authority with respect to any violation of any Applicable Laws.

(h)   It has not caused any violation of any Applicable Laws nor permitted any environmental liens to be placed on any portion of the Facility.

ARTICLE 3. PURCHASER'S REPRESENTATIONS AND WARRANTIES

3.1   AUTHORITY. Purchaser has full power and authority to execute, deliver, and consummate this Agreement subject to the conditions to Closing set forth in this Agreement. All corporate acts, reports, and returns required to b