AMENDED AND RESTATED BUSINESS TURNKEY AGREEMENT

AMENDED AND RESTATED BUSINESS TURNKEY AGREEMENT, dated as of January 31, 2007 (this “ Agreement ”), by and between Bo Hai Wen Technology (Shenzhen) Company Limited (“ Bo Hai Wen ”) , and Shenzhen iASPEC Software Engineering Company Limited (“ iASPEC ”) and the shareholders of iASPEC party to this Agreement (the “ Shareholders ”). Each of the parties hereto are referred to as a “ Party ” and collectively as the “ Parties ”.

On October 9, 2006, Bo Hai Wen entered into a Business Turnkey Agreement (the “ Original Agreement ”) with iASPEC. The Parties now desire to amend and restate the Original Agreement as stated herein.

This Agreement establishes an exclusive cooperation relationship whereby iASPEC, a master contractor and systems integrator with various licenses and permits, exclusively engages Bo Hai Wen as its subcontractor to provide iASPEC with certain outsourcing services (to the extent that those services do not violate any special governmental permits held by iASPEC and do not involve the transfer of any sensitive of confidential governmental or other data) and iASPEC licenses back from Bo Hai Wen certain technology in connection with the performance by iASPEC of its customer contracts. The Parties desire to set forth certain covenants and agreements among themselves in connection with the exclusive cooperation relationship contemplated by this Agreement.

The Parties wish to add the Shareholders as parties to the Original Agreement for the purpose of providing certain guarantees.

The Parties desire to amend and restate the Original Agreement by entering into this Agreement in order to reflect various modifications to the terms of the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties and the terms and conditions hereof, the Parties hereby agree as follows:

In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings indicated below:

“ Company Business ” shall mean all businesses that iASPEC is permitted to conduct as described in iASPEC’s business license.

“ Qualification Permit ” shall mean the Qualification Permit for Computer Information System Integration Involving State Secrets that was issued to iASPEC on March 29, 2006 and any future extensions and renews thereof.

“ Restricted Business Activities ” shall mean (a) any Company Business that, under the existing or future laws and regulations of the PRC, including but not limited to the Law of People’s Republic of China Guarding State’s Secrets and its implementing rules, is not permitted to be engaged in by foreign companies or foreign invested companies, regardless of the restrictions on the equity ownership percentage, by any method or through any type of transaction structure, including any Company’s Business that requires the Qualification Permit, (b) any business arising under any contract or agreement now in effect the subcontract of which is prohibited by the contract or agreement itself and (c) any business arising under any contract or agreement now in effect the confidentiality provisions or other provisions of which make the subcontract of such contract impractical or impossible without breaching such provisions.

“ Permitted Business Activities ” shall mean any Company Business that is not Restrictive Business Activities.

“ Services ” shall mean all or part of the services to be provided by Bo Hai Wen to iASPEC as described under Section 2.

“ Software ” shall mean the software and other intellectual property described in Schedule A to this Agreement.

(a)   Exclusive Cooperation over Permitted Business Activities .

(i)   For the Permitted Business Activities, Bo Hai Wen shall provide, without limitation, the following Services to iASPEC:

(ii)   iASPEC shall subcontract all Permitted Business Activities to Bo Hai Wen or any other companies designated by Bo Hai Wen. Without the prior written consent of Bo Hai Wen, iASPEC shall not assign or subcontract any of its contracts or Permitted Business Activities to any third party or engage in any transactions in the same or similar nature other than the Restricted Business Activities.

(iii)   Without prior written consent of Bo Hai Wen, iASPEC shall not, solely or jointly with any other third parties, engage in any marketing and business development activities that constitute Permitted Business Activities or print or distribute any marketing documents, advertising brochures and any other materials in the same or similar nature.

(iv)   iASPEC’s engagement of Bo Hai Wen hereunder to perform the Services shall be of an exclusive nature. During the term of this Agreement, without Bo Hai Wen’s prior written consent, iASPEC shall not enter into any agreement with any other third party as to engage such third party to provide to iASPEC services identical or similar to the Services provided by Bo Hai Wen.

(b)   Exclusive Cooperation over Restricted Business Activities .  

(i)   For the Restricted Business Activities, the cooperation between Bo Hai Wen and iASPEC shall include, without limitation:

(c)   Exclusivity . During the term of this Agreement, without prior written consent from Bo Hai Wen, iASPEC shall not engage in any other activities that, in the judgment of Bo Hai Wen, may impair Bo Hai Wen’s exclusive right granted hereunder. iASPEC shall take all necessary actions (including but not limited to corporate actions) to ensure that Bo Hai Wen is the exclusive cooperation partner in any Company Business, to the extent such cooperation is not in violation of any PRC laws and regulations.  Except as otherwise provided herein, iASPEC shall provide notice to Bo Hai Wen of any contract offer from any clients as soon as practicable.

(a)   Revenue Sharing Arrangement . In exchange for the Services, including the limited license of the Software included within the Services, iASPEC hereby agrees to the following revenue sharing arrangements:

(i)   Revenues Arising from the Permitted Business Activities . The Parties hereby agree that for all Services involving Permitted Business Activities, iASPEC shall immediately pay to Bo Hai Wen 100% of the revenues actually received by iASPEC.

(ii)   Revenues Arising from Restricted Business Activities . The Parties hereby agree that for all Services involving Restricted Business Activities, iASPEC shall immediately pay to Bo Hai Wen 90% of the revenues actually received by iASPEC.

(b)   Bo Hai Wen Payments to iASPEC . During the term of this Agreement, Bo Hai Wen shall pay to iASPEC an annual payment of $180,000.

iASPEC hereby makes the following representations and warranties for the benefit of Bo Hai Wen.

(a)   Corporate Existence and Power

(i)   iASPEC is a limited liability company duly organized and validly existing under the laws of the PRC, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and as currently contemplated to be conducted and as currently contemplated to be conducted.

(ii)   iASPEC has never approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of iASPEC or the winding up or cessation of the business or affairs of iASPEC.

(b)   Authorization; No Consent

(i)   iASPEC has taken all necessary corporate actions to authorize its execution, delivery and performance of this Agreement and all related documents and has the corporate power and authorization to execute, deliver and perform this Agreement and the other related documents.

(ii)   iASPEC has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other related documents and to perform their obligations under this Agreement and the other related documents.

(iii)   Other than the consents required by Section 2(b)(3) hereof, iASPEC is not required to give any notice to or obtain any Consent from any person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the exclusive cooperation arrangement contemplated hereunder except for any notices that have been duly given or consents that have been duly obtained and none of the Permitted Business Activities hereunder which will be subcontracted to Bo Hai Wen or any other third party designated by Bo Hai Wen would be subject to the Law of the People’s Republic of China of Guarding State’s Secrets and its implementing rules and any other laws of the PRC.

(iv)   iASPEC holds all the governmental authorizations necessary to permit iASPEC to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit iASPEC to own and use its assets in the manner in which it currently owns and uses such assets.  To the best knowledge of iASPEC, there is no basis for any governmental authority to withdraw, cancel or cease in any manner any of such governmental authorizations.

(c)   No Conflicts . The execution and perform of this Agreement by iASPEC will not contravene, conflict with, or result in violation of (A) any provision of the organizational documents of iASPEC; (B) any resolution adopted by the board of directors or the shareholders of iASPEC; and (C) any laws and regulations to which iASPEC or the exclusive cooperation arrangement contemplated in this Agreement is subject.

Bo Hai Wen hereby represents and warrants to iASPEC as follows:

(a)   Corporate Existence and Power .  

(i)   Bo Hai Wen is a foreign invested company duly organized and validly existing under the laws of the PRC, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and as currently contemplated to be conducted and as currently contemplated to be conducted; and

(ii)   Bo Hai Wen has not ever approved, or commenced any proceeding or made any elec