PLEDGE AGREEMENT

EXHIBIT 10.3

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (" Agreement "), dated as of ___________ __, 2008, is executed by and between ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation (" ASSAC "), having an office c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman; CHINA TEL GROUP, INC., a Nevada corporation (“ CHTL ”) having an office at 8105 Irvine Center Drive, Suite 800, Irvine, CA 92618; and HORWITZ, CRON & JASPER, P.L.C. , a law firm formed under the laws of the State of California (the “ Collateral Agent ”)   and having an office at Four Venture Plaza, Suite 390, Irvine, CA 92618. ASSAC, CHTL and their respective officers, directors, shareholders, authorized representatives and affiliates are hereinafter sometimes collectively referred to as the “ Business Parties .”

WHEREAS, on the date hereof, the ASSAC has purchased from CHTL certain shares of Class A common stock (“ Class A Common Shares ”) and Series A preferred stock (“ Series A Preferred Shares ”) of CHTL (collectively, the “ Purchased Securities ”), pursuant to the terms of an amended and restated stock purchase agreement, dated July __, 2008 (the “ Purchase Agreement ”); and

WHEREAS, ASSAC has paid a portion of the purchase price for such Purchased Securities by issuing and delivering to CHTL ASSAC’s non-interest bearing promissory note in $____________ principal amount, due March 31, 2009, and dated of even date herewith (the “ Note ”); and

WHEREAS, in order to secure the payment and performance of the obligations, liabilities and indebtedness of ASSAC in favor of CHTL under the Note, ASSAC has agreed to pledge to the CHTL certain of the Purchased Securities specified below, and has delivered such Purchased Securities to the Collateral Agent for the benefit of CHTL;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.             Pledge; Non-Recourse Obligation .

(a)           ASSAC hereby pledges, as pledgor, to CHTL, as pledgee, and grants to CHTL a first priority lien on and security interest in all of ASSAC's right, title and interest in and to an aggregate of __________ Series A Preferred Shares of CHTL (collectively, the “ Pledged Securities ”), together with all proceeds from the sale of the Pledged Securities, all dividends paid in capital stock respect of the Pledged Securities and any property or securities delivered to the holder of the Pledged Securities in respect thereof in the event of a merger or takeover of CHTL by an unaffiliated third party (collectively, with the Pledged Securities, the " Pledged Collateral ").

 (b)           ASSAC hereby agrees to execute and deliver to the Collateral Agent (i) the Pledged Securities, (ii) assignments separate from the Pledged Securities substantially in the form of Exhibit A hereto, undated and appropriately endorsed in blank, with respect to the Pledged Securities comprising the Pledged Collateral and (iii) if legally required, such financing statements as the Collateral Agent may reasonably request with respect to the Pledged Collateral (or, if execution by ASSAC is not required pursuant to the applicable Uniform Commercial Code, ASSAC hereby authorizes the Collateral Agent to file all financing statements deemed necessary by CHTL to perfect the security interests granted hereunder), (iii) take such other steps as CHTL may from time to time reasonably request to perfect CHTL's security interest in the Pledged Collateral or any part thereof under applicable law, and (iv) after the occurrence and during the continuance of an Event of Default, to execute and deliver on behalf of ASSAC such other documents of transfer as CHTL or the Collateral Agent may from time to time reasonably require to enable CHTL to transfer the Pledged Collateral into the name of CHTL or the name of its nominee (all of the foregoing are hereinafter collectively referred to as the " Assignments " ) .

(c)           CHTL hereby agrees to deliver to the Collateral Agent the original of the Note to be held under this terms of this Agreement.  By its execution of this Agreement, the CHTL does hereby acknowledge and agree that notwithstanding anything to the contrary, express or implied, contained in this Agreement or in the Note:

(i)           Nothing contained in the Note or any other agreement or instrument shall be deemed or construed to constitute a guaranty or undertaking by ASSAC or any officer, director, shareholder, employee, agent or consultant of ASSAC, or any other person, of any of the obligations of ASSAC under the Note or this Agreement; it being understood and agreed by CHTL that, absent the receipt by ASSAC of funds from the issuance and sale of its securities or the exercise of outstanding ASSAC warrants on or prior to the Maturity Date of the Note, ASSAC will not have any funds or financial resources to pay all or any portion of its obligations under the Note on the Maturity Date or otherwise;

(ii)           CHTL hereby acknowledges and agrees that the sole source for payment of the outstanding principal amount of the Note shall be the proceeds from the issuance and sale of securities of ASSAC or the foreclosure and transfer to CHTL of the Pledged Collateral under this Agreement. Accordingly, and notwithstanding anything to the contrary, express or implied, contained in the Note or in this Agreement:

(i)           absent only acts or omissions of ASSAC constituting actual fraud against CHTL, neither ASSAC, ASSAC nor any officer, director, shareholder, employee, agent or consultant of ASSAC, or any other person shall have any personal liability or obligation to CHTL pursuant to the Note or this Agreement; and

           (ii)           except for such Pledged Collateral, none of the assets or properties of ASSAC, or any officer, director, shareholder, employee, agent or consultant of ASSAC, or any other person (including without limitation any portion of the ordinary shares of ASSAC owned by its existing shareholders or their transferees) shall be subject to any claims, attachments, liens, security interests or rights in favor of ASSAC to secure payment of the Note.

2.             Security for Secured Obligations .   The Pledged Collateral secures the prompt and complete payment, performance and observance of the Note (including, without limitation, all obligations and liabilities of ASSAC thereunder).

3.            Delivery of Pledged Securities.

(a)           On each occasion that the outstanding principal amount of this Note is prepaid in part and reduced or paid in full, in accordance with the provisions of Section 5(b) of the Note, a corresponding amount of the Pledged Securities (valued (i) as to the Class A Common Shares of CHTL held under this Pledge Agreement at $2.25 per share, and (ii) as to any shares of Series A Preferred Shares of CHTL held under this Pledge Agreement, at the $10.00 per share purchase price) shall be released by the Collateral Agent from this Pledge Agreement and delivered  to the Maker, free and clear of all liens, claims and encumbrances created by such Pledge Agreement.  The Collateral Agent shall deliver such of the Pledged Securities to be released from this Pledge Agreement to ASSAC, within not later than five (5) Business Days following receipt of confirmation, in a form and manner reasonably satisfactory to the Collateral Agent, that a full or partial prepayment of the Note has been made by or on behalf of ASSAC.  Delivery of Pledged Collateral released from this Pledge Agreement shall be made by the Collateral Agent to the Maker, c/o Hodgson Russ LLP at 1540 Broadway, 24th floor, New York, New York 10036, attn: Stephen A. Weiss, Esq. or such other person as may be designated from time to time by ASSAC.

(b)           In the event and to the extent that the Note shall not have been paid in full by the March 31, 2009 Maturity Date of the Note (unless such Maturity Date shall be extended in writing by the Payee), the amount of the Pledged Securities then being held under the terms of the Pledge Agreement which are not then subject to release and delivery to ASSAC pursuant to Section 3(a) above), shall be returned by the Collateral Agent to CHTL for cancellation and, simultaneous with such return, this Note shall cancelled and shall be returned by the Collateral Agent to ASSAC.  The Collateral Agent shall redeliver such of the Pledged Collateral to be delivered to CHTL and CHTL shall deliver this Note to ASSAC, in each case, within not later than five (5) Business Days following the Maturity Date of the Note or the occurrence and continuation of an earlier “Event of Default” under the Note and following receipt of confirmation, in a form and manner reasonably satisfactory to the Collateral Agent, that the entire Note has not been paid in full.

4.             Pledged Collateral Adjustments . If   during the term of this Agreement:

(a)           any non-cash dividend or distribution, reclassification, readjustment or other change is declared or made in the capital structure of CHTL, or any option, warrant or similar instrument included within the Pledged Collateral is exercised, or both, or

(b)           any subscription, warrants, options shall be issued in connection with the Pledged Collateral, then ASSAC shall (i) promptly deliver new, substituted and additional shares, warrants, options, or other equity securities, issued by reason of any of the foregoing, and all certificates and other instruments evidencing the same to CHTL to be held under the terms of this Agreement and shall constitute Pledged Collateral hereunder, and (ii) promptly deliver to CHTL or the Collateral Agent  such additional Pledged Collateral.

5.            Remedies; Transfer of Pledged Collateral and Cancellation of Note.

(a)           In the event and to the extent any portion of the Note shall not have been paid in cash on the March 31, 2009 Maturity Date of such Note, as its sole and exclusive remedy under this Agreement and the Note, CHTL shall, upon not less than five (5) days prior written notice to ASSAC and the Collateral Agent, cause the Collateral Agent to transfer back to CHTL or its designee such portion of the Pledged Collateral referred above to in Section 3(b) of this Agreement.

(b)           At the time the collateral Agent transfers the Pledged Collateral back to CHTL as contemplated by Section 5(a) above, such Collateral Agent shall also deliver to ASSAC the Note held under this Agreement, marked, “cancelled.”

6.             Representations and Warranties . ASSAC hereby represents and warrants as of the date hereof to CHTL as follows:

(a)           ASSAC is the legal and beneficial owner of the Pledged Collateral owned by ASSAC, free and clear of any lien, except for the lien created by this Agreement;

(b)           The Pledged Securities have been duly authorized and are exercisable in accordance with their terms and, when exercised in accordance therewith, upon exercise and full payment to the Business Combination Company of the exercise price specified in the Pledged Securities, the Warrant Shares shall be duly authorized, validly issued, fully paid and non-assessable; and

(c)           ASSAC has full power and authority to enter into this Agreement, assign, deposit, pledge and grant a lien on or otherwise transfer all of its rights in the Pledged Collateral free and clear of any liens and, upon exercise of the Pledged Securities and issuance of Warrant Shares, has the right to vote the Warrant Shares;

7 .             Voting Rights .

(a)           During the term of this Agreement, and except as otherwise provided in Section 7(b) below, ASSAC shall have the right to vote, on all questions presented to the holders of capital stock of CHTL, such number of shares of the Pledged Securities forming all or a portion of the Pledged Collateral, to the extent of such number of shares of the Pledged Securities which, when coupled with the 46,666,667 Class A Common Shares of CHTL and the Class B Common Shares of CHTL issued to ASSAC under the Purchase Agreement, shall represent fifty-one percent (51%) or more of the aggregate voting power of all classes of capital stock of CHTL entitled to vote at any regular or special meeting of CHTL shareholders or in connection with any other consents or approvals required to be obtained from CHTL shareholders.  In scuh connect, the Collateral Agent will deliver all necessary documents to allow ASSAC to take such action upon ASSAC's request.

(b)           After the occurrence and during the continuance of an Event of Default, CHTL may, at CHTL's option, exercise all voting and other consensual rights and powers pertaining to the Pledged Collateral (to the extent it may vote). ASSAC hereby agrees to execute all proxies or other instruments, documents or agreements deemed reasonably necessary by CHTL to evidence the right to vote the Pledged Collateral as provided hereunder, and ASSAC agrees that it shall not be entitled to rescind, revoke or otherwise modify CHTL's vote executed in accordance with this Section 7. Any and all proxies executed by ASSAC pursuant to this Section 7 shall be deemed for all purposes to be a proxy coupled with an interest and shall be irrevocable until the payment in full, in cash, of all amounts due under the Note (the " Obligations ").

8 .            Dividends and Other Distributions .   The Collateral Agent shall be entitled to receive any and all stock dividends and other distributions paid in respect of the Pledged Collateral which dividends and/or distributions shall be deemed to be held in escrow if received by CHTL and shall become part of the Pledged Collateral upon receipt thereof.

9 .            Transfers and Other Liens . ASSAC agrees that until all of the Obligations are paid in full, it will not (i) sell or otherwise dispose of, or grant any option or other rights with respect to, any of the Pledged Collateral without the prior written consent of CHTL, or (ii) create or permit to exist any lien upon or with respect to any of the Pledged Collateral, except for the lien created by this Agreement.

10.              Termination .  This Agreement shall remain in full force and effect until the earliest to occur of (i) the payment of the Note in full, (ii) the consummation of the “Merger” on the Merger Date” (as those terms are defined in the Purchase Agreement), or (iii) the transfer of the Pledged Collateral and the Note contemplated by Section 5 of this Agreement. Upon the termination of this Agreement as provided above, this Agreement shall automatically terminate and all liens and security interests created hereunder shall terminate and be released.  Upon confirmation of payment in full of the Note, if any UCC-1 Financing Statements were previously filed, the Collateral Agent shall file any UCC-3 Termination Statements releasing the lien and security interest created by the Assignments.

11.              Agreements with and Duties of the Collateral Agent .

(a)           The Collateral Agent shall be under no duty to give the Pledged Collateral held by it hereunder any greater degree of care than it gives its own similar property.

(b)           If the Collateral Agent is permitted or required to deliver any of the Pledged Collateral or pay money back to any Business Party or Business Parties, such payment shall be made by check or by wire transfer, at the Collateral Agent's sole discretion, unless the Collateral Agent shall have received written notice from such Business Party or Business Parties of a new and/or different postal address or unless this Agreement shall have provided otherwise.  If payment is made by check or Pledged Collateral is to be delivered, the same shal