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  q	Accelerated filer  q
Non-accelerated filer  ý (Do not check if a smaller reporting company)	Smaller Reporting Company  q

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	142,622 Shares	$0.55	$78,442.10	$4.38

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 and quarter ended June 30, 2009 filed August 19, 2009, including all material incorporated references therein and all amendments thereto;

(c)  Registrant’s Current Report on Form 8-K filed July 14, 2009, August 12, 2009, August 25, 2009 and August 31, 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.

Item 4.   Description of Securities

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

Item 5.  Interests of Named Consultants

The shares of Series A Common Stock registered in this Registration Statement are being registered 50,000 shares in the name of Steve Chaussy and 92,622 shares in the name of Tim Hoopes, consultants to the Registrant, for certain consulting 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 Revised Statutes. 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 99.2	Independent Contractor Agreement with Steve Chaussy Independent Contractor Agreement with Tim Hoopes

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;

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, unless 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 October 20, 2009.

CHINA TEL GROUP, INC.

BY:  /s/ George Alvarez                  

        George Alvarez, CEO

EX-99.1

Exhibit 99.1

[CHINA TEL GROUP, INC. LETTERHEAD]

Independent Contractor Agreement

1.           Parties

This Independent Contractor Agreement (“Agreement") is between China Tel Group, Inc. ("ChinaTel") and Steve Chaussy ("Independent Contractor").

2.           Term of this Agreement

The term of this Agreement shall be for one year, effective as of June 1, 2009, and expiring on May 31, 2010.  This Agreement may be terminated by either party, with or without cause, upon the giving of thirty (30) days prior written notice to the other party.  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 the following professional computer services (the "Services") of the following general description as an independent contractor to ChinaTel:

·     Assist and support ChinaTel in-the preparation of financial statements;

·     Assist and support ChinaTel in the preparation of Forms 10-K and 10-Q, and other forms as may be required, for filing with the United States Securities and Exchange Commission; and

·     Coordination of ChinaTel accounting and related work with ChinaTel -.audit and legal personnel.

4.           Payment

ChinaTel shall pay Independent Contractor for the Services at the rate of Five Thousand Dollars ($5,000.00) per calendar quarter, with the quarters for purposes of this Agreement defined to end on August 31, 2009; November 30, 2009; February 28, 2.010; and May 31, 2010.  Within ten (10) days after the end of each such quarter during the term of this Agreement, Independent Contractor shall submit an invoice to ChinaTel describing the Services provided and identifying the amount of compensation due Independent Contractor for the Services.  ChinaTel shall pay Independent Contractor's invoice for the Services performed within thirty (30) days of receipt thereof by ChinaTel. Further, within thirty (30) days after the execution of this Agreement by both parties, ChinaTel shall pay to Independent Contractor Two Hundred Thousand (200,000) shares of its Series A common stock.

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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.

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

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, 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. Notwithstanding 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.

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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 maybe 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; Successorsand 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: (a) certified or registered mail, return receipt requested; (b) by personal delivery against receipt; (c) by overnight courier; or (d) by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered and received: (i) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (ii) one business day after deposit with an overnight courier; or (iii) 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:  Kenneth L. Waggoner, Esq.

Steve Chaussy

9265 Oak Valley Drive

Lake Worth, Florida 33467

Fax No. (561) 584-7020

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

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.

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 and terminates all prior agreements between the parties with respect to its subject matter, including, but not limited to, that certain Independent Contractor Agreement between ChinaTel and Independent Contractor with a term effective as of April 29, 2009 and continuing until July 30, 2010, 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

Dated:            July 2, 2009              

Steve Chaussy

By:  /s/ Steve Chaussy                  

Dated:            July 1, 2009              

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

EX-99.2

Exhibit 99.2

[CHINA TEL GROUP, INC. LETTERHEAD]

Independent Contractor Agreement

1.  Parties

This Independent Contractor Agreement (“Agreement”) is between Trussnet U.S.A., Inc., a Nevada corporation, with offices at located at 8105 Irvine Center Drive, Suite 820, Irvine, California (“Trussnet”), and Timothy C. Hoopes, an individual, residing at 1974 Acorn Road, San Marcos, California (“Independent Contractor”).  Trussnet and Independent Contractor are each sometimes referred to as a “Party” and, together, as the “Parties.”

2.  Term of this Agreement

The term of this Agreement shall be effective as of January 1, 2008 and shall continue in effect until December 31, 2009 (“the Term”).  While contracts such as this have been renewed in the past for other Independent Contractors of Trussnet, renewals depend upon the current needs of Trussnet.   The past pattern or practice of Trussnet in renewing Independent Contractor Agreements is no assurance that this Agreement will be renewed beyond the Term.

3.  Services to be Performed by Independent Contractor; Title

Independent Contractor shall perform professional computer services (“individually, “Service” and collectively, “Services”) of the following general description as an independent contractor to Trussnet:

a)  Management of its computer network;

b)  Procurement services;

c)  Remote monitoring and problem resolution;

d)  Security and permissions control;

e)  Policy and process planning;

f)  Security updates and patch management;

g)  E-mail and mobile support;

h)  Virtual help desk;

i)  ISP and ASP management;

j)  Preventative maintenance;

k)  Scheduled on site visits;

l)  Data backup and recovery; and

m)    Such other computer and network-related services as Trussnet may direct.

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4.  Compensation

Upon execution of this Agreement and in consideration for the Services, Trussnet shall pay Independent Contractor at the rate of One Hundred Fifty Dollars ($150.00) an hour.  Independent Contractor shall submit to Trussnet on a periodic basis, not more frequently than monthly, an itemized statement indicating the date on which Services are performed, the amount of time spent on Services on each such date, a description of said Services performed, and the reimbursable expenses incurred in connection with Independent Contractor’s performance under this Agreement.  Subject to the approval of these statements and the receipt by Trussnet of adequate substantiation of the time spent and expenses incurred, Trussnet shall pay Independent Contractor the amount shown on such statements within thirty (30) days following Trussnet’s receipt thereof.

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 Trussnet with regard to any such payments.

6.  Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from Trussnet, 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 Trussnet 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 Trussnet is relying on Independent Contractor to consult, when appropriate, with employees of Trussnet and its subsidiary and affiliated companies.  Independent Contractor shall, for the duration of this Agreement, have log-on privileges to Trussnet’s computer system and telephone mail system, and shall have access to Trussnet’s other resources regarding the matters for which he is providing Services.

8.  Equipment and Supplies

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

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9.  Expenses

Independent Contractor shall be responsible for all expenses required for the performance of the Services, except for all reasonable expenses approved in advance by the Chief Administrative Officer of Trussnet, such as travel and out-of-pocket expenses in connection with the provision of Services.  Approved travel by Independent Contractor using the personal vehicle of Independent Contractor shall be reimbursed by Trussnet at the rate of forty-two cents (42¢) per mile.

10.  Confidential Information

In order to assist Independent Contractor in the performance of the Services, Trussnet may supply Independent Contractor, from time to time, with information concerning Trussnet and its subsidiary and affiliate companies, as well as their respective customers or 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 Trussnet before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by Trussnet and Independent Contractor is advised in writing by Trussnet that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by Trussnet and agrees not to disclose any information regarding it to any third party without Trussnet’s prior written consent.  All documents containing Confidential Information shall be returned to Trussnet, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement.  Notwithstanding 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 Trussnet’s Confidential Information.  The duties of confidentiality imposed by this Agreement shall survive any termination of this Agreement for a period of 5 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 Trussnet’s prior written consent thereto. All such data and information shall be delivered to Trussnet by Independent Contractor at Trussnet’s request.

11.  Dispute Resolution

If a dispute arises relating to this Agreement or the termination or expiration 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 30 days after it is referred to the mediator, it shall be resolved through final and binding arbitration, as specified in this Section 11.

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Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in Orange County, California, for resolution pursuant to the California Code of Civil Procedure and the California Code of Evidence. Arbitration shall be by a single arbitrator acceptable to all Parties. 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.

12.Assignment of the Agreement; Successors and Assignees

Independent Contractor shall not assign any of its rights under this Agreement without the prior written consent of Trussnet, 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 12.

13.  Notices

Except as otherwise provided herein, 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 e-mail notice, when sent and there is a confirmation by the sending Party that the e-mail transmission was received by the other Party.  Notices shall be addressed as follows:

Trussnet U.S.A., Inc.

Attention: Kenneth L. Waggoner

Vice President and General Counsel

8105 Irvine Center Drive

Suite 820

Irvine, California 92618

kwaggoner@trussnetusa.com

Timothy C. Hoopes

1974 Acorn Road

San Marcos, California 92078

thoopes@dynamicio.com

14.  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.

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15.  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.

16.  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 its rights or remedies under this Agreement, the Party retains the right to enforce that term or provision at a later time.

17.  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.

{This Page Intentionally Left Blank.  Signature Page to Follow.}

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18. Entire Agreement and Modification

This Agreement supersedes all prior agreements between the Parties with respect to the subject matter of this Agreement 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.

Trussnet U.S.A., Inc.	Dated: February 27, 2009
By:    /s/ George Alvarez
George Alvarez
Title:   Chief Executive Officer
Timothy C. Hoopes	Dated: February 27, 2009
/s/ Timothy C. Hoopes

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