S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CHINA TEL GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada	98-0489800
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

(Address, Including Zip Code, of Principal Executive Offices))

CONSULTING SERVICES

(Full title of the Plan)

Kenneth L. Waggoner

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

(949) 585-0222

(Name, Address and Telephone Number, Including

Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b­2 of the Exchange Act.

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  x (Do not check if a smaller reporting company)	Smaller Reporting Company  o

CALCULATION OF REGISTRATION FEE

Title of securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price  Per Share	Proposed Maximum Aggregate Offering  Price	Amount of Registration Fee
Common Stock	7,153,149 Shares	.80	$5,722,519.20	$319.32

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Security and Exchange Commission (the “Commission”).

PART II

Item  3.  Incorporation of Documents by Reference

The Commission allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the Commission will update and supersede this information. The following documents filed by us with the Commission are incorporated by reference:

(a) Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 filed May 15, 2009, including all material incorporated references therein and all amendments thereto;

(b) Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed May 20, 2009, including all material incorporated references therein and all amendments thereto;

(c) Registrant’s Current Report on Form 8-K filed July 14, 2009, including all material incorporated references therein.

All documents subsequently filed by the Registrant pursuant to the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part o this Registration Statement from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4.   Description of Securities

Shares of Series A Common Stock, $.001 par value

Item 5.  Interests of Named Experts and Counsel

The shares of Series A Common Stock registered in this Registration Statement are being registered in the name of: (1) Ken Waggoner; (2) Richard Gutierrez; (3) Robert Chen; (4) Isidoro Gutierrez; (5) Ken Hobbs; (6) John Issac; (7) Roberto Aguilar; (8) Edward Alvarez; (9) Jade Teaupa; (10) Henry Lobdell; (11) Ryan Alvarez; (12) Jose Arana; (13) Nathanial Alvarez; (14) Carlos Trujillo; (15) Stephanie Alvarez; (16) Lee Clements; (17) Manuel Gonzalez; (18) Jaysen Gutierrez; (19) Susan Mulligan; (20) Paul Truenbach; (21) Ann Stowell; (22) Leslie Gutierrez; (23) Marisol Gonzalez; (24) Kathy Stock; (25) Tim Matula; and (26) Lopaki Weygand, respectively, consultants to the Registrant, for certain services provided to the Registrant.

Item 6.  Indemnification of Directors and Officers

We indemnify our directors and officers for all liabilities allowed under the Nevada Corporations Code. We do not indemnify for a breach of loyalty, reckless or intentional acts causing harm to the Registrant or any illegal or criminal acts intended to provide personal gain.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

Exhibit Number
	99.1.	Amended and Restated Independent Contractor Agreement with Kenneth L. Waggoner
	99.2.	Independent Contractor Agreement with Richard  Gutierrez
	99.3.	Independent Contractor Agreement with Robert Chen
	99.4.	Independent Contractor Agreement with Isidoro Gutierrez
	99.5.	Independent Contractor Agreement with Ken Hobbs
	99.6.	Independent Contractor Agreement with John Issac
	99.7.	Independent Contractor Agreement with Roberto Aguilar
	99.8.	Independent Contractor Agreement with Edward Alvarez
	99.9.	Independent Contractor Agreement with Jade Teaupa
	99.10.	Independent Contractor Agreement with Henry Lobdell
	99.11.	Independent Contractor Agreement with Ryan Alvarez
	99.12.	Independent Contractor Agreement with Jose Arana
	99.13.	Independent Contractor Agreement with Nathanial Alvarez

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99.14.	Independent Contractor Agreement with Carlos Trujillo
99.15.	Independent Contractor Agreement with Stephanie Alvarez
99.16.	Independent Contractor Agreement with Lee Clements
99.17.	Independent Contractor Agreement with Manuel Gonzalez
99.18.	Independent Contractor Agreement with Jaysen Gutierrez
99.19.	Independent Contractor Agreement with Susan Mulligan
99.20.	Independent Contractor Agreement with Paul Truenbach
99.21.	Independent Contractor Agreement with Ann Stowell
99.22.	Independent Contractor Agreement with Marisol Gonzalez
99.23.	Independent Contractor Agreement with Kathy Stock
99.24.	Amended and Restated Independent Contractor Agreement with Tim Matula
99.25.	Independent Contractor Agreement with Lopaki Weygand
99.26.	Independent Contractor Agreement with Leslie Gutierrez

Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(2) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(3) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(4) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

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Provided, however, that paragraphs (1) and (2) do not apply if the Registration Statement is on Form S-8, and the information required to be included is a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(5) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) To remove from registration by means of a post effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit of proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unl3ess in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Irvine, State of California, on July 27, 2009.

	CHINA TEL GROUP, INC.
July 27, 2009	By:	/s/ George Alvarez
		George Alvarez
		CEO

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EX-99.1

EXHIBIT 99.1

Amended and Restated

Independent Contractor Agreement

1. Parties

This Amended and Restated Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and the Law Offices of Kenneth L. Waggoner & Associates (“Independent Contractor”).

2. Term of this Agreement

The term of this Agreement shall be effective as of April 1, 2008 and shall expire December 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party thirty (30) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional legal services (the “Services”) of the following general description as an independent contractor to ChinaTel acting as its General Counsel during the entire Term of this Agreement.  Among other legal services, the Services include, but are not limited to: (i) review of proposed and existing contracts with ChinaTel; (ii) due diligence of potential acquisitions of companies or assets of companies in the broadband wireless telecommunications sector worldwide; (iii) negotiation and preparation of other Independent Contractor Agreements between ChinaTel and third parties; (iv) review and analysis of existing and proposed business plans; (v) review of and, if necessary, preparation of PowerPoint presentations as requested by ChinaTel; (vi) managing and, to the extent required, handling all governmental regulatory matters that directly or indirectly involve ChinaTel worldwide; (vii) providing legal advice to Investor Relations at ChinaTel; (viii) managing all retained outside counsel providing legal services to ChinaTel; (ix) reviewing and insuring that all corporate books and records updated on a regular basis; (x) providing human resources and labor law advice to ChinaTel; (xi) drafting Letters of Intent and reviewing and revising Letters of Intent prepared by outside retained legal counsel by ChinaTel; (xii) negotiating and drafting Stock Purchase Agreements; (xiii) negotiating and drafting Asset Purchase Agreements; (xiv) negotiating and drafting Stock Exchange Agreements; (xv) providing legal research and analysis of ChinaTel’s corporate formation documents, including Trussnet USA, Inc., a Nevada corporation, and revising the same as required; (xvi) reviewing and providing legal advice on all opinion letters prepared by outside retained legal counsel to ChinaTel; (xvii) preparing form documents to be used by ChinaTel in connection with legal matters; review and analysis of spectrum licenses in the broadband wireless telecommunications sector; (xviii) review and analysis of patents and patent applications; (xix) preparation of Mutual Nondisclosure Agreements; (xx) preparation of Independent Contractor Proprietary Information and Invention Agreements; and generally managing the provision of all legal services to ChinaTel, either directly or through outside retained legal counsel.

4. Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of: (i) Two Million (2,000,000) shares of restricted ChinaTel’s Series A common stock (“Shares”) (for purposes of valuation of the Shares, the price per Share shall equal the lesser of: (i) ninety five cents $0.95 per Share; or (ii) eighty percent (80%) of the volume weighted average of the closing bid price for the Shares on the Over The Counter Bulletin Board Exchange for the ten (10) day period from June 1, 2009 until June 10, 2009); and (ii) Five Hundred, Eighty Seven Thousand, Five Hundred Sixty Eight (587,568) Shares of stock issued as S-8 stock.   At the conclusion of the Term, ChinaTel shall promptly cause the Independent Contractor Fee to be paid to Independent Contractor.   

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

5. State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6. Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

7. Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8. Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

a. The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

b. Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

c. Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

d. Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

e. Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

9. Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

10. Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11. Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12. Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13. Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14. Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15. Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 453-1822

Attention:  George Alvarez

Kenneth L. Waggoner & Associates

PMB 37 Post Office Box 5000

Rancho Santa Fe, California 92067 USA

Fax No. (858) 756-0126

Attention:  Kenneth L. Waggoner, Esq.

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19. Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20. Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez                                  

                         George Alvarez

Title: Chief Executive Officer

Law Offices of Kenneth L. Waggoner & Associates

By: /s/ Kenneth L. Waggoner                           

                        Kenneth L. Waggoner

Title: Attorney At Law

Corporate Offices8105 Irvine Center Drive, Suite 820Irvine, CA92618

EX-99.2

EXHIBIT 99.2

Independent Contractor Agreement

1. Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Richard Gutierrez (“Independent Contractor”).

2. Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3. Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Project Manager during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) producing detailed comprehensive documentation as requested on various telecommunication and broadband projects; (ii) developing and maintaining task specific budgets; (iii) overseeing all aspects of a project including planning, resource allocation and budget; and (iv) staffing, structuring and maintaining a productive team of skilled employees on behalf of ChinaTel.

4. Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of One Hundred Seventy-Seven Thousand Two Hundred Sixty-Four (177,264) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5. State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6. Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7. Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8. Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a)  The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b)  Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c)  Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d)  Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e)  Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9. Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10. Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11. Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13. Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14. Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15. Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Richard Gutierrez

27686 Blossom Hill Road

Laguna Niguel, California  92677

Fax No. (949) 585-0072

Attention: Richard Gutierrez

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19. Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20. ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21. Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez                           

              George Alvarez

Title: Chief Executive Officer

Richard Gutierrez

By: /s/ Richard Gutierrez                         

             Richard Gutierrez

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.3

EXHIBIT 99.3

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Robert Chen (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Project Manager during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) producing detailed comprehensive documentation as requested on various telecommunication and broadband projects; (ii) developing and maintaining task specific budgets; (iii) overseeing all aspects of a project, including planning, resource allocation and budget; and (iv) staffing, structuring and maintaining a productive team of skilled employees to work on ChinaTel projects worldwide.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of One Hundred Fifty Nine Thousand, Two Hundred  Nineteen (159,219) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Robert Chen

19925 Stevens Creek Blvd.

Cupertino, California 95014

Fax No. (949) 585-0072

Attention: Robert Chen

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez                          

              George Alvarez

Title: Chief Executive Officer

Robert Chen

By: /s/ Robert Chen                               

               Robert Chen

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.4

EXHIBIT 99.4

Independent Contractor Agreement

1. Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Isidoro Gutierrez (“Independent Contractor”).

2. Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3. Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as its Chief Administrative Officer during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) coordination of long-range and annual planning in collaboration with the Chief Executive Officer and the Board of Directors; (ii) supervising the administrative staff and directing administrative operations; (iii) managing the operation and maintenance of the corporate office; (iv) administering and supporting, in conjunction with the Chief Executive Officer and the Chief Operating Officer, all aspects of the ChinaTel’s operations; (v) acting as the representative and advocate of ChinaTel with government agencies, insurance companies, community and local business groups and organizations; and (iv) managing the provision of all administrative services to ChinaTel through outside consultants.

4. Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Seven Hundred Seventy Two Thousand, Eight Hundred and Three (772,803) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5. State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

6. Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

7. Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8. Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

9. Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

10. Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11. Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13. Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

14. Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15. Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Isidoro Gutierrez

27751 Homestead Road

Fax No. (949) 585-0072

Attention: Isidoro Gutierrez

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

17. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18.  Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19. Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20. ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21. Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez                     

              George Alvarez

Title: Chief Executive Officer

Isidoro Gutierrez

By: /s/ Isidoro Gutierrez                 

         Isidoro Gutierrez

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.5

EXHIBIT 99.5

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Kenneth Hobbs (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as its Vice-President of Mergers & Acquisitions and Assistant General Counsel during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) review of proposed and existing contracts with ChinaTel; (ii) due diligence of potential acquisitions of companies or assets of companies in the broadband wireless telecommunications sector worldwide; (iii) negotiation and preparation of other Independent Contractor Agreements between ChinaTel and third parties; (iv) review and analysis of existing and proposed business plans; (v) review of and, if necessary, preparation of PowerPoint presentations as requested by ChinaTel; (vi) managing retained outside counsel providing legal services to ChinaTel related to potential acquisitions of assets or companies by China Tel; (vii) drafting Letters of Intent and reviewing and revising Letters of Intent prepared by outside retained legal counsel by ChinaTel; (viii) negotiating and drafting Stock Purchase Agreements; (ix) negotiating and drafting Asset Purchase Agreements; (x) negotiating and drafting Stock Exchange Agreements; (xi) preparing form documents to be used by ChinaTel in connection with legal matters; (xii) reviewing and analyzing spectrum licenses in the broadband wireless telecommunications sector; (xiii) preparation of Mutual Nondisclosure Agreements; and (xiv) providing such other legal advice and support to the Vice President and General Counsel of ChinaTel as required.

Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of One Hundred Fifty Two Thousand, Two Hundred and Four (152,204) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

4.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

5.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

6.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

7.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

8.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

9.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

10.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Kenneth Hobbs

1494 Union Street, Unit 1002

San Diego, CA  92101

Fax No. (949) 585-0072

Attention: Kenneth Hobbs

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

18.  Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez                       

              George Alvarez

Title: Chief Executive Officer

Kenneth Hobbs

By: /s/ Kenneth Hobbs                       

            Kenneth Hobbs

Title: Attorney at Law

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.6

EXHIBIT 99.6

Independent Contractor Agreement

1. Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and John Isaac (“Independent Contractor”).

2. Term of this Agreement

The term of this Agreement shall be effective as of February 1, 2008 and shall expire December 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3. Services to be Performed by Independent Contractor

Independent Contractor shall perform consulting services (the “Services”) as an independent contractor to ChinaTel for wireless telecommunications deployment and development of strategic partners, joint ventures, mergers and acquisitions for ChinaTel throughout Latin America.

4. Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of One Million Five Hundred Three Thousand, Six Hundred and Two (1,503,602) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the execution of this Agreement.

5. State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6. Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7. Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8. Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9. Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10. Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11. Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12. Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13. Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14. Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15. Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 453-1822

Attention:  George Alvarez

John Isaac

105 Schneider Road

Ottawa, Ontario

K2K1Y3 Canada

Fax No. (858) 259-6661

Attention: John Isaac

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19. Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20. ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21. Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

John Isaac

By: /s/ John Isaac         

         John Isaac

Title: Independent Consultant for Latin America

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.7

EXHIBIT 99.7

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Roberto Aguilar (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Project Manager during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) producing detailed comprehensive documentation as requested on various telecommunication and broadband projects; (ii) developing and maintaining task specific budgets; (iii) overseeing all aspects of a project, including planning, resource allocation and budget; and (iv) staffing, structuring and maintaining a productive team of skilled employees on behalf of ChinaTel.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Sixty-One Thousand Seven Hundred Fifty (61,750) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Roberto Aguilar

10990 Aster Road

Victorville, California  92392

Fax No. (949) 585-0072

Attention: Roberto Aguilar

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Roberto Aguilar

By: /s/ Roberto Aguilar         

              Roberto Aguilar

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.8

EXHIBIT 99.8

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Edward Alvarez (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of June 1, 2008 and shall expire December 31, 2008 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as its Marketing Manger during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) maintaining, tracking and supporting all marketing, advertising, and direct sales programs including project plan management, tactical support for marketing initiatives, direct channel liaison for all advertising and public relations; (ii) coordinating, supporting, analyzing and reporting on various marketing activities; (iii) developing and maintaining the annual marketing budget; (iv) tracking advertising schedules, submission of invoices from advertising vendors and payment processing; and (v) ongoing training and management of sales and marketing employees and contractors worldwide.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Three Hundred Thirty-Four Thousand Two Hundred Six (334,206) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Edward Alvarez

28712 Rachael Vista

Laguna Niguel, CA  92677

Fax No. (949) 585-0072

Attention: Edward Alvarez

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

18.  Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Edward Alvarez

By: /s/ Edward Alvarez         

            Edward Alvarez

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.9

EXHIBIT 99.9

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Jade Teaupa (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following services (the “Services”) of the following description as an independent contractor to ChinaTel acting as Receptionist during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) answering telephones, screening and directing calls, taking and relaying messages, providing other information to callers; (ii) greeting in person visitors, directing visitors to the correct location, offering refreshments; (iii) monitoring the whereabouts of staff movements in and out of ChinaTel’s headquarters; (iv) providing general administrative and clerical support, including receiving and sorting mail, scheduling appointments and conference room use; and (v) tidying and maintaining reception area.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Fourteen Thousand One Hundred Twenty-Eight (14,128) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Jade Teaupa

2336 Orchid Hill Place

Newport Beach, California  92660

Fax No. (949) 585-0072

Attention: Jade Teaupa

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Jade Teaupa

By: /s/ Jade Teaupa         

            Jade Teaupa

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.10

EXHIBIT 99.10

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Henry Lobdell (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as its Associate General Counsel during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) reviewing proposed and existing contracts with ChinaTel; (ii) negotiating and preparing Independent Contractor Agreements between ChinaTel and third parties; (iii) reviewing and analyzing existing and proposed business plans; (v) reviewing and insuring that all corporate books and records updated on a regular basis; (vi) providing human resources and labor law advice to ChinaTel; (vii) drafting Letters of Intent and reviewing and revising Letters of Intent prepared by outside retained legal counsel by ChinaTel; (viii) negotiating and drafting Stock Purchase Agreements; (ix) negotiating and drafting Asset Purchase Agreements; (xiv) negotiating and drafting Stock Exchange Agreements; (x) providing legal research and analysis of ChinaTel’s corporate formation documents, including Trussnet USA, Inc., a Nevada corporation, and revising the same as required; (xi) reviewing and providing legal advice on opinion letters prepared by outside retained legal counsel to ChinaTel; (xii) preparing form documents to be used by ChinaTel in connection with legal matters; (xiii) drafting Mutual Nondisclosure Agreements; and (xiv) providing such other legal advice and support to the Vice President and General Counsel of ChinaTel as required.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Two Hundred Seventy-Four Thousand Five Hundred Eighty-One (274,581) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5. State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

a. The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

b. Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

c. Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

d. Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

e. Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Henry Lobdell

P.O. Box 4011

San Clemente, California  92674

Fax No. (949) 585-0072

Attention: Henry Lobdell

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Henry Lobdell

By: /s/ Henry Lobdell         

            Henry Lobdell

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.11

EXHIBIT 99.11

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Ryan Alvarez (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Project Manager during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) producing detailed comprehensive documentation as requested on various telecommunication and broadband projects; (ii) developing and maintaining task specific budgets; (iii) overseeing all aspects of a project, including planning, resource allocation and budget; and (iv) staffing, structuring and maintaining a productive team of skilled employees to oversee projects for ChinaTel.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of One Hundred Thousand Eight Hundred Twenty Four (100,824) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Ryan Alvarez

1711 Azul Vista

San Marcos, California 92078

Fax No. (949) 585-0072

Attention: Ryan Alvarez

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Ryan Alvarez

By: /s/ Ryan Alvarez         

              Ryan Alvarez

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.12

EXHIBIT 99.12

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Jose Arana (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as its Director International Business Development during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) locating and identifying opportunities for potential acquisitions of companies or assets of companies in the broadband wireless telecommunications sector worldwide; (ii) coordinating entry into selected markets, including forming partnerships and alliances, arranging acquisitions and mergers, negotiating distribution agreements and setting up investments; (iv) negotiating with partners, clients and government regulators; and (v) leading teams of employees in execution of strategic plans on behalf of ChinaTel.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Five Hundred Seventy-Eight Thousand Seven Hundred Thirty-Three (578,733) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Jose Arana

31791 Via Patio

Coto De Caza, California  92679

Fax No. (949) 585-0072

Attention: Jose Arana

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Jose Arana

By: /s/ Jose Arana         

                Jose Arana

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.13

EXHIBIT 99.13

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Nathan M. Alvarez (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Project Manager during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) producing detailed comprehensive documentation as requested on various telecommunication and broadband projects; (ii) developing and maintaining task specific budgets; (iii) overseeing all aspects of a project, including planning, resource allocation and budget; and (iv) staffing, structuring and maintaining a productive team of skilled employees.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Fifty Thousand Three Hundred Fifty Two (50,352) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Nathan M. Alvarez

P.O. Box 5000

PMB 254

Rancho Santa Fe, California

Fax No. (949) 585-0072

Attention: Nathan M. Alvarez

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18.  Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Nathan M. Alvarez

By: /s/ Nathan M. Alvarez         

              Nathan M. Alvarez

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.14

EXHIBIT 99.14

Independent Contractor Agreement

1.           Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Carlos Trujillo (“Independent Contractor”).

2.           Term of this Agreement

The term of this Agreement shall be effective as of June 3, 2008 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.           Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as its Chief Financial Officer during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) planning, organizing and managing the activities related to accounting and finance of ChinaTel; (ii) planning, organizing, preparing and managing all financial and tax information; (iii) planning organizing, preparing and managing all financial and tax related reports and compliance with policies and regulations, including preparation of required regulatory filings, financial analysis and financial projections; and (iv) managing the provision of all accounting services to ChinaTel through outside consultants.

4.           Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of One Million Three Hundred and Eighty Three Thousand, One Hundred and Forty (1,383,140) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.  

5.           State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

6.           Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

7.           Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.           Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9. Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10. Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11. Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12. Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13. Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14. Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15. Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 453-1822

Attention:  George Alvarez

Carlos Trujillo

25561 Starboard Drive

Dana Point, California 92629

Fax No. (949) 496-8117

Attention: Carlos Trujillo, CPA

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19. Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20. ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21. Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Carlos Trujillo

By: /s/ Carlos Trujillo         

         Carlos Trujillo

Title: Certified Public Accountant

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.15

EXHIBIT 99.15

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Stephanie Alvarez (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as an Office Clerk during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: duties too varied and diverse to be classified in any specific office clerical occupation, requiring limited knowledge of office management systems and procedures, duties assigned by supervisors, including, but not limited to, answering telephones, bookkeeping, typing, word processing, operating and maintaining office machines and filing.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Twenty-Three Thousand Six Hundred Twelve (23,612) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Stephanie Alvarez

1114 Charleston Street

Costa Mesa, California  92626

Fax No. (949) 585-0072

Attention: Stephanie Alvarez

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Stephanie Alvarez

By: /s/ Stephanie Alvarez         

            Stephanie Alvarez

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.16

EXHIBIT 99.16

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Lee Clements (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Project Coordinator during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) generating, checking, analyzing, and ensuring accuracy of resulting data; (ii) maintaining orderly records and ensuring maintenance of an appropriate audit trail; (iii) developing cost report formats as required by internal or client procedures; (iv) assisting in preparation of specialty schedules, project forecasts, and other schedules as directed; and (v) translating documents between Spanish and English.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Sixty-One Thousand Ninety-Six (61,096) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Lee Clements

13180 Casa Linda Lane #19

Garden Grove, California  92844

Fax No. (949) 585-0072

Attention: Lee Clements

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Lee Clements

By: /s/ Lee Clements         

            Lee Clements

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.17

EXHIBIT 99.17

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Manuel Gonzalez (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following services (the “Services”) of the following description as an independent contractor to ChinaTel acting as an Office Clerk during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: duties too varied and diverse to be classified in any specific office clerical occupation, requiring limited knowledge of office management systems and procedures, duties assigned by supervisors, including answering telephones, bookkeeping, typing, word processing, operating and maintaining office machines and filing.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Forty-Four Thousand Two Hundred Eleven (44,211) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.           Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.           Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.           Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.           Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.           Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.           Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Manuel Gonzalez

303 Trailblazer

Mission Viejo, California  92692

Fax No. (949) 585-0072

Attention: Manuel Gonzales

16.           Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.           Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18.           Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.           Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.           ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.           Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Manuel Gonzales

By:  /s/ Manuel Gonzales         

             Manuel Gonzales

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.18

EXHIBIT 99.18

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Jaysen Gutierrez (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Human Resources Assistant during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) coordinating logistics for recruiting, interviewing, hiring, orientation, training and performance evaluation of administrative employees; (ii) documenting compliance with employee employment policies; (iii) assisting Human Resources Director with compensation and benefit administration; and (iv) maintaining personnel and other human resources files.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Forty-Eight Thousand Four Hundred Seventy-Nine (48,479) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Jaysen Gutierrez

25 Pacifica #5117

Irvine, California  92618

Fax No. (949) 585-0072

Attention: Jaysen Gutierrez

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez                     

              George Alvarez

Title: Chief Executive Officer

Jaysen Gutierrez

By: /s/ Jaysen Gutierrez                  

            Jaysen Gutierrez

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.19

EXHIBIT 99.19

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Susan Mulligan (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Project Manager during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) producing detailed comprehensive documentation as requested on various telecommunication and broadband projects; (ii) developing and maintaining task specific budgets; (iii) overseeing all aspects of a project including planning, resource allocation and budget; and (iv) staffing, structuring and maintaining a productive team of skilled employees on behalf of ChinaTel.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of One Hundred Fifty Three Thousand One Hundred Fifteen (153,115) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.           Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.           Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.           Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.           Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.           Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.           Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive

Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Susan Mulligan

958 Camino Del Arroyo Drive

San Marcos, California  92078

Fax No. (949) 585-0072

Attention: Susan Mulligan

16.           Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.           Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18.           Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.           Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.           ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.           Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Susan Mulligan

By: /s/ Susan Mulligan         

             Susan Mulligan

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.20

EXHIBIT 99.20

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Paul R. Truebenbach (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of November 16, 2008 and shall expire December 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional legal services (the “Services”) of the following description as an independent contractor to ChinaTel during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) reviewing proposed and existing contracts with ChinaTel; (ii) negotiating and preparing other Independent Contractor Agreements between ChinaTel and third parties; (iii) reviewing and analyzing existing and proposed business plans; (v) reviewing corporate books and records to help ensure they are updated on a regular basis; (vi) providing human resources and labor law advice to ChinaTel; (vii) drafting Letters of Intent and reviewing and revising Letters of Intent prepared by outside retained legal counsel by ChinaTel; (viii) negotiating and drafting Stock Purchase Agreements; (ix) negotiating and drafting Asset Purchase Agreements; (xiv) negotiating and drafting Stock Exchange Agreements; (x) providing legal research and analysis of ChinaTel’s corporate formation documents, including Trussnet USA, Inc., a Nevada corporation, and revising the same as required; (xi) reviewing and providing legal advice on opinion letters prepared by outside retained legal counsel to ChinaTel; (xii) preparing form documents to be used by ChinaTel in connection with legal matters; (xiii) preparation of Mutual Nondisclosure Agreements; and (xiv) providing such other legal advice and support to ChinaTel’s Vice President and General Counsel as required.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services Two Thousand Dollars ($2,000.00) on the 15th and last day of each month (“Independent Contractor Fee”). ChinaTel shall have the option, at its sole discretion, to pay Independent Contractor a fixed fee of Ninety Thousand Three Hundred Seventy-Two (90,372) shares of ChinaTel’s Series A common stock issued as S-8 stock in lieu of the Independent Contractor Fee through July 31, 2009.If said option is selected by ChinaTel, the Independent Contractor Fee shall be paid said fixed fee as soon as possible upon the execution of this Agreement.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

a. The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

b. Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

c. Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

d. Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

e. Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

10. Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Paul R. Truebenbach

715 No. Coles Loop

Post Falls, Idaho

Fax No. 208-777-2987

Attention: Paul R. Truebenbach, Esq.

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Paul R. Truebenbach

By:   /s/ Paul R. Truebenbach         

            Paul R. Truebenbach

Title: Attorney at Law

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.21

EXHIBIT 99.21

Independent Contractor Agreement

1.           Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Ann Stowell (“Independent Contractor”).

2.           Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.           Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as its Human Resources Director during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) recruiting, interviewing, hiring, orientation, training and performance evaluation of administrative employees; (ii) developing, preparing and ensuring compliance with employee employment policies; (iii) coordinating compensation and benefit administration and charitable giving; and (iv) evaluating and implementing office space planning, technology and other needs of employees.

4.           Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of One Hundred Nine Thousand One Hundred Ten (109,110) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.  

5.           State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

6.           Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

7.           Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.           Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.           Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.         Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.         Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.         Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.         Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.         Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.         Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Ann Stowell

6149 E. Paseo Rio Verde

Anaheim Hills, California 92807

Fax No. (949) 585-0072

Attention: Ann Stowell

16.         Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.         Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18.         Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.         Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.         ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.         Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Ann Stowell

By: /s/ Ann Stowell         

            Ann Stowell

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.22

EXHIBIT 99.22

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Marisol Gonzalez (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following services (the “Services”) of the following description as an independent contractor to ChinaTel acting as an Office Clerk during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: duties too varied and diverse to be classified in any specific office clerical occupation, requiring limited knowledge of office management systems and procedures, duties assigned by supervisors, including answering telephones, bookkeeping, typing, word processing, maintaining office machines and filing.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of One Hundred Forty-Five Thousand, Four Hundred Sixty (145,460) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Marisol Gonzalez

303 Trailblazer

Mission Viejo, California  92692

Fax No. (949) 585-0072

Attention: Marisol Gonzalez

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By:  /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Marisol Gonzales

By:  /s/ Marisol Gonzales         

             Marisol Gonzales

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.23

EXHIBIT 99.23

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Kathy Stock (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following services (the “Services”) of the following description as an independent contractor to ChinaTel acting as an Office Clerk during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: duties too varied and diverse to be classified in any specific office clerical occupation, requiring limited knowledge of office management systems and procedures, duties assigned by supervisors, including answering telephones, bookkeeping, typing, word processing, maintaining office machines and filing.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Thirty-Nine Thousand Twenty-Two (39,022) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Kathy Stock

2219 Hillview Circle

Fullerton, California 92831

Fax No. (949) 585-0072

Attention: Kathy Stock

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez       

              George Alvarez

Title: Chief Executive Officer

Kathy Stock

By: /s/ Kathy Stock         

              Kathy Stock

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.24

EXHIBIT 99.24

Amended and Restated

Independent Contractor Agreement

1.           Parties

This Amended and Restated Independent Contractor Agreement (“Agreement”) is between ChinaTel Group, Inc. (“ChinaTel”) and Tim Matula (“Independent Contractor”).

2.           Term of this Agreement

The term of this Agreement shall be effective as of March 1, 2009 and shall expire on February 28, 2010.  While contracts such as this have been renewed in the past for other Independent Contractors of ChinaTel, renewals depend upon the current needs of ChinaTel.   The past pattern or practice of ChinaTel in renewing Independent Contractor Agreements is no assurance that this Agreement will be renewed beyond its stated term.

3.           Services to be Performed by Independent Contractor

Independent Contractor shall perform typical public relations and investor relations services (“the Services”) as an independent contractor to ChinaTel, including, but not limited to, consulting with the ChinaTel management concerning marketing surveys, investor accreditation, availability to expand investor base, investor support, strategic business planning, attendance at conventions and trade shows, assistance in the preparation and dissemination of press releases and stockholder communications, and such other activities as ChinaTel may request of Independent Contractor.

4.           Payment

ChinaTel shall pay Independent Contractor for the Services in the amount of Sixty-Five Thousand Dollars ($65,000.00) (“Independent Contractor Fee”).  Within ten (10) days after the end of each calendar month during the term of this Agreement, Independent Contractor shall submit an invoice for one-twelfth of the Independent Contractor Fee for the Services rendered to ChinaTel during the preceding month and describing the Services performed for ChinaTel.  ChinaTel shall pay Independent Contractor’s invoice for the Services performed within thirty (30) days of receipt thereof by ChinaTel. ChinaTel shall have the option, at its sole discretion, to pay Independent Contractor for the Services a fixed fee of One Hundred Ninety-Two Thousand Seventy-Eight (192,078) shares of ChinaTel’s Series A common stock issued as S-8 stock in lieu of the Independent Contractor’s Fee through July 31, 2009. 

5.           State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA92618

6.           Fringe Benefits

Neither Independent Contractor nor Independent Contractor’s employees shall be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401(k) plan.

7.           Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use its own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.           Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

a. The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

b. Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

c. Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

d. Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

e. Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA92618

9.           Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

10.           Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.           Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.           Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.           Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA92618

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

14.           Assignment of the Agreement; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.           Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

China Tel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 453-1822

Attention:  Kenneth L. Waggoner, Esq.

Tim Matula

3639 211th Place N.E.

Sammamish, Washington 98074

Fax No. (425) 996-0294

Attention: Tim Matula

16.           Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA92618

17.           Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18.           Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19.           Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.           Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez       

              George Alvarez

Title: Chief Executive Officer

Kathy Stock

By: /s/ Tim Matula         

              Tim Matula

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA92618

EX-99.25

EXHIBIT 99.25

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Lopaki Weygand (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Project Manager during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) producing detailed comprehensive documentation as requested on various telecommunication and broadband projects; (ii) developing and maintaining task specific budgets; (iii) overseeing all aspects of a project, including planning, resource allocation and budget; and (iv) staffing, structuring and maintaining a productive team of skilled employees on behalf of ChinaTel.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Forty-Seven Thousand Two Hundred Fifty (47,250) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Lopaki Weygand

1567 Orange Avenue

Apartment No. A

Costa Mesa, California 92627

Fax No. (949) 585-0072

Attention: Lopaki Weygand

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

18.  Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez         

              George Alvarez

Title: Chief Executive Officer

Lopaki Weygand

By: /s/ Lopaki Weygand         

             Lopaki Weygand

Title: Independent Contractor

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

EX-99.26

EXHIBIT 99.26

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between China Tel Group, Inc. (“ChinaTel”) and Leslie Gutierrez (“Independent Contractor”).

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2009 and shall expire July 31, 2009 (“Term”).  This Agreement may be terminated by either party upon one party giving the other party ninety (90) days’ prior written notice.

3.  Services to be Performed by Independent Contractor

Independent Contractor shall perform the following professional services (the “Services”) of the following description as an independent contractor to ChinaTel acting as a Paralegal during the entire Term of this Agreement.  Among other services, the Services include, but are not limited to: (i) supporting ChinaTel’s Vice President and General Counsel as directed, including liaison with outside counsel; (ii) summarizing legal documents; (iii) performing legal and records research; and (iv) filing legal documents and correspondence.

4.  Payment

ChinaTel shall pay Independent Contractor for the Services described below for a fixed fee of Forty-Eight Thousand Nine Hundred Seventy (48,970) shares of ChinaTel’s Series A common stock issued as S-8 stock (“Independent Contractor Fee”). The Independent Contractor Fee shall be paid as soon as possible upon the expiration of the Term of this Agreement.

5.  State and Federal Taxes

Independent Contractor shall assume full responsibility for the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government, as a result of remuneration paid to Independent Contractor for the performance of the Services.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall also pay all unemployment contributions related to the performance of the Services.  Independent Contractor shall defend and indemnify ChinaTel with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from ChinaTel, including, but not limited to, medical, dental, vision, long-term disability, accidental death and dismemberment, flexible spending account, mental health services, family and medical care leave benefits, vacation benefits and participation in any ChinaTel 401 (k) plan.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

7.  Independent Contractor Status

The parties intend Independent Contractor to act as an independent contractor in the performance of the Services.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his own expertise and judgment in performing the Services, recognizing that ChinaTel is relying on Independent Contractor to consult, when appropriate, with employees of ChinaTel and its subsidiaries and affiliated companies.

8.  Other Clients of Independent Contractor

ChinaTel understands that, in addition to providing services to ChinaTel on its matters, Independent Contractor may be retained, directly or indirectly, by other entities or individuals to provide services separate and apart from the Services. Independent Contractor shall be responsible for following appropriate procedures to avoid any breach of client confidentiality or any conflicts of interest on the part of Independent Contractor which regard to the performance of the Services.  These procedures include, but are not limited to, the following:

(a) The parties associated with any matter for which Independent Contractor is retained outside of the Services must be processed in advance for conflicts with ChinaTel and any of its subsidiaries and affiliated companies (collectively, “ChinaTel Group”). If a conflict of interest exists or appears to exist, Independent Contractor shall not perform any services for such third party, unless and until the conflict is resolved.

(b) Independent Contractor shall use Independent Contractor’s own letterhead and business cards, and not those of ChinaTel, when providing service to its clients outside of this Agreement.  Independent Contractor’s shall use Independent Contractor’s own letterhead for engagement letters and all other correspondence on matters not associated with the Services.

(c) Independent Contractor shall not utilize any ChinaTel personnel or resources on any matters for a client outside of this Agreement.  Should Independent Contractor desire to utilize the services of such personnel or resources on any such matter, Independent Contractor must first obtain prior written approval from the Chief Executive Officer of ChinaTel.

(d) Independent Contractor shall bill any client not associated with this Agreement using Independent Contractor’s own letterhead or billing form.

(e) Independent Contractor shall not discuss with his other clients the Services being performed pursuant to this Agreement; likewise, Independent Contractor shall not discuss with any ChinaTel personnel issues pertaining to Independent Contractor’s work for his other clients.

9.  Assistants

Independent Contractor, at Independent Contractor’s sole expense, may employ assistants as Independent Contractor deems appropriate to perform the Services. Independent Contractor shall be responsible for paying these assistants and expenses attributable to them, including income, Social Security, Medicare taxes and unemployment contributions.  Independent Contractor shall maintain Worker’s Compensation Insurance for all his employees in connection with their work on the Services.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

10.  Equipment and Supplies

Independent Contractor, at Independent Contractor’s sole expense, shall provide all equipment, tools and supplies necessary to perform the Service.

11.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, which shall be included in the Independent Contractor Fee.

12.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, ChinaTel may supply Independent Contractor, from time to time, with information concerning ChinaTel and the ChinaTel Group, and their respective customers and suppliers, hereinafter referred to as “Confidential Information.”  Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information which may be learned from ChinaTel and/or the ChinaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by ChinaTel and Independent Contractor is advised in writing by ChinaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by ChinaTel and agrees not to disclose any information regarding it to any third party, without ChinaTel’s prior written consent.  All documents containing Confidential Information shall be returned to ChinaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Not withstanding the foregoing, such duty of confidentiality shall not extend to information which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to ChinaTel’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination or expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, without ChinaTel’s prior written consent thereto. All such data and information shall be delivered to ChinaTel by Independent Contractor at ChinaTel’s request.

13.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended from time to time (“Dispute), the parties shall attempt in good faith to settle the Dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally.  Each party shall cooperate fully and fairly with the mediator, and shall reach a mutually satisfactory compromise of the Dispute.  If the Dispute is not resolved within thirty (30) days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 13.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution by a single arbitrator acceptable to both parties.  If the parties fail to agree to an arbitrator within ten (10) days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the arbitrator according to the JAMS Rules for Commercial Arbitration.  The arbitration shall be conducted pursuant to the California Code of Civil Procedure and the California Code of Evidence.  The award of such arbitrator shall be final and binding on the parties, and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing party involved therein.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

14.  Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees

Independent Contractor shall not assign any of his rights under this Agreement or delegate any of his responsibilities without the prior written consent of ChinaTel, which may be exercised in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement, subject to the prohibition on assignments contained in this Section 14.

15.  Notices

All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (a) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (b) one business day after deposit with an overnight courier; or (c) in the case of facsimile notice, when sent. Notices shall be addressed as follows:

 ChinaTel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, California 92618

Fax No. (949) 585-0072

Attention:  George Alvarez

Leslie Gutierrez

27686 Blossom Hill Road

Laguna Niguel, CA  92677

Fax No. (949) 585-0072

Attention: Leslie Gutierrez

16.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without resort to California’s conflict-of-laws rules.

17.  Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to be one and the same agreement.

18. Waiver

If one party waives any term or provision of this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given.  If either party fails to exercise or delays exercising any of his or her rights or remedies under this Agreement, the party retains the right to enforce that term or provision at a later time.

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618

19.  Severability

If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to the extent of necessary to render it valid and enforceable.

20.  ChinaTel’s Responsibilities

ChinaTel shall be responsible to keep Independent Contractor apprised of facts pertinent to the Services and to review and comment concerning documents prepared by Independent Contractor.

21.  Entire Agreement and Modification

This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of this Agreement with respect to its subject matter. This Agreement may not be amended, except in writing signed by both parties.

China Tel Group, Inc.

By: /s/ George Alvarez                         

              George Alvarez

Title: Chief Executive Officer

Leslie Gutierrez

By: /s/ Leslie Gutierrez         

             Leslie Gutierrez

Title: Paralegal

Corporate Offices 8105 Irvine Center Drive, Suite 820 Irvine, CA 92618