S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

VELATEL GLOBAL COMMUNICATIONS, 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.)

12526 High Bluff Drive, Suite 155

San Diego, California 92130

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

Independent Contractors

(Full title of the Plan)

Kenneth L. Waggoner

12526 High Bluff Drive, Suite 155

San Diego, California 92130

(760) 230-8986

(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       (Do not check if a smaller reporting company)	Smaller Reporting Company  x

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	31,149,720 Shares	$0.0224	$697,753.68	$79.96

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of this Form S-8 Registration Statement (“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 United States Securities and Exchange Commission (“the SEC”).

PART II

Item 3.  Incorporation of Documents by Reference

The SEC allows VelaTel Global Communications, Inc. (“Registrant”, “we” or “us”) to “incorporate by reference” the information we file with the SEC, 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 Form S-8; later information filed with the SEC will update and supersede this information.  The following documents filed by us with the SEC are incorporated by reference:

(a)	Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on April 16, 2012, including all documents attached thereto or incorporated therein by reference, and all amendments thereto;
(b)	Registrant’s Current Reports on Form 8-K filed on April 20, 2012, April 24, 2012 and April 27,2012, including all documents attached thereto or incorporated therein by reference, and all amendments thereto;
(c)	Registrant’s Registration Statements on Form S-8 filed on February 10, 2012, February 29, 2012 and April 2, 2012, including all documents attached thereto or incorporated therein by reference, and all amendments thereto; and
(d)	Registrant’s Registration Statement Prospectus for Reoffers and Resales on Form S-3 filed on May 1, 2012, including all documents attached thereto or incorporated therein by reference, and all amendments thereto.

All documents subsequently filed by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (“the Exchange Act”), after the date of this Form S-8 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 of this Form S-8 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 Form S-8 to the extent that a statement contained in this Form S-8, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Form S-8, 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 Form S-8.

Item 4.  Description of Securities

The shares of Registrant’s Series A common stock (“Shares”), with a par value of $0.001

Item 5.  Interests of Named Experts and Counsel

The Shares being registered pursuant to this Form S-8 are being registered to the individuals identified in Exhibit 99.1 for services provided to Registrant and by the individuals identified in Exhibit 99.1 pursuant to Independent Contractor Agreements (ICA) or engagement letters disclosed in previous Registration Statements on Form S-8 that are identified and incorporated by reference herein, with the exception of Ryan Alvarez, whose ICA is attached as Exhibit 99.2 (identical form to the ICAs of other personnel previously disclosed), Sandra Haxby, whose ICA is attached as Exhibit 99.3, and Kevin Picard, whose engagement letter is attached as Exhibit 99.4.

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 Registrant or any illegal or criminal acts intended to provide personal gain.

Item 7.  Exemption from Registration Claimed

This Item is not applicable.  Registrant does not claim any exemption from registration.

Item 8.  Exhibits

99.1	Schedule of Independent Contractors, Consideration Paid and Number of Shares Issued
99.2	Independent Contractor Agreement with Ryan Alvarez
99.3	Independent Contractor Agreement with Sandra Haxby
99.4	Engagement Letter of Kevin Picard

Item 9.  Undertakings

The undersigned Registrant hereby undertakes to:

(a)	file, during any period in which offers or sales are being made, a post-effective amendment to this Form S-8;
(b)	include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (“the Securities Act”);
(c)	reflect in the prospectus any facts or events arising after the effective date of this Form S-8 (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Form S-8.  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 of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Form S-8; and
(d)	include any material information with respect to the plan of distribution not previously disclosed in this Form S-8 or any material change to such information in this Form S-8; provided, however, that paragraphs (a) (1)(i) and (a)(1)(ii) 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 SEC by Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Form S-8;
(e)	that, for the purpose of determining any liability under the Securities Act, 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; and
(f)	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 Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Form S-8 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 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, lawsuit or proceeding,) is asserted by such director, officer or controlling person in connection with the securities being registered, 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 Securities Act and will be governed by the final adjudication of such issue.

SIGNATURE

Pursuant to the requirements of the Securities Act, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Form S-8 and has duly caused this Form S-8 to be signed on its behalf by the undersigned thereunto duly authorized in the City of San Diego, State of California, on May 1, 2012.

VELATEL GLOBAL COMMUNICATIONS, INC.

By:  /s/ George Alvarez

George Alvarez

Chief Executive Officer

EX-99.1

Exhibit 99.1

Schedule of Independent Contractors, Consideration Paid and Number of Shares Issued
Name	Total Compensation		Total Shares
Alvarez Jr, Mario	$	33,529.50		1,496,853
Alvarez, Kimberly	$	5,531.52		246,943
Alvarez, Nathan	$	13,883.81		619,813
Alvarez, Ryan	$	56,375.76		2,516,775
Alvarez, Stephanie	$	3,654.08		163,129
Arana, Jose A	$	17,059.37		761,579
Bursztyn, Leon	$	9,478.62		423,153
Chen, Robert	$	20,430.44		912,073
Crooks, Karl	$	24,900.00		1,111,607
Di Gianvito Butler, Domenico	$	32,500.00		1,450,893
Fields, Mark	$	31,475.00		1,405,134
Gutierrez, Isidoro	$	56,877.67		2,539,182
Gutierrez, Jaysen	$	6,195.75		276,596
Gutierrez, Richard	$	33,659.35		1,502,650
Haxby, Sandra	$	10,000.00		446,429
Hobbs, Kenneth	$	23,602.08		1,053,664
Jones, Leslie A	$	6,838.42		305,287
Matula, Tim	$	12,137.00		541,830
McCarty, Steven	$	24,900.00		1,111,607
McEwen, Sean	$	30,060.79		1,342,000
Mulligan, Susan	$	9,000.00		401,786
Pickard, Kevin	$	10,000.00		446,429
Rivera, Alberto	$	90,000.00		4,017,857
Schottland, Jeffrey	$	24,900.00		1,111,607
Schwarz, Oliver	$	22,916.66		1,023,065
Smith, Steve O	$	12,532.11		559,469
Stowell, Ann	$	16,191.93		722,854
Trujillo, Carlos	$	26,938.40		1,202,607
Waggoner, Kenneth	$	25,518.76		1,139,230
Yang, James (Shih-Hsiung)	$	6,666.66		297,619
Totals	$	697,753.68		31,149,720

EX-99.2

Exhbit 99.2

Independent Contractor Agreement

The parties to this Independent Contractor Agreement ("Agreement") are VelaTel Global Communications, Inc. ("VelaTel") and the undersigned individual performing services on behalf of VelaTel ("Independent Contractor").  VelaTel and Independent Contractor are each sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS

Independent Contractor has previously worked as an hourly or salaried employee of VelaTel.  The Parties now desire for Independent Contractor to receive some or all compensation in the form of publicly traded Series A common stock of VelaTel registered pursuant to the United States Securities and Exchange Commission (“SEC”) Form S-8 (“Stock”).  The proposed compensation arrangement in the form of Stock would create logistic problems for both Parties in terms of tax reporting and withholding and/or payment by VelaTel of state and federal payroll taxes if Independent Contractor were to remain an employee of VelaTel.  The Parties desire to minimize these problems by changing the work performance relationship between VelaTel and Independent Contractor from that of employer-employee to that of independent contractor.

NOW, THEREFORE, the Parties, for good and valuable consideration, hereby agree as follows:

1.           The term of this Agreement shall be effective as of March 16, 2012 (“Effective Date”) and shall continue indefinitely, subject to termination by either party with or without cause upon one Party providing the other Party 30 days written notice of his/her election to terminate this Agreement.

2.           Independent Contractor shall hold the same job title and/or office and shall perform the same general scope of services to VelaTel as during the prior hourly or salaried employment of Independent Contractor by VelaTel (“Services”).

3.           Independent Contractor shall invoice VelaTel semi-monthly for his or her Services at the same base rate as Independent Contractor’s hourly wage times hours worked or semi-monthly gross salary immediately preceding the Effective Date, plus reimbursement of reasonable expenses incurred in performing such Services.  Expense reimbursement shall be subject to approval and back-up support requirements by VelaTel’s accounting department.

4.           Any or all of Independent Contractor’s compensation may, at VelaTel’s option, be paid in the form of Stock.  All Stock issued as compensation shall be issued at the closing sale price at which the Stock traded on the day prior to issuance of the Stock to Independent Contractor, provided that, when VelaTel provides a conversion feature to its promissory note with Isaac Organization, Independent Contractor shall, at VelaTel’s discretion, be entitled to the same terms as Isaac as it relates to issuance of shares as compensation.

5.           Independent Contractor hereby waives entitlement to and releases VelaTel from liability for any and all expenses accrued, but unpaid, prior to the Effective Date.  In consideration for such waiver and release, and as enticement for Independent Contractor to change his employment status, VelaTel shall, within five days of the mutual execution of this Agreement, pay Independent Contractor an agreed amount in the form of Shares, which amount is in addition to compensation otherwise due for Services performed since the Effective Date.

6.           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 compensation paid to Independent Contractor pursuant to this Agreement.  This includes income, Social Security, Medicare and self-employment taxes.  Independent Contractor shall defend and indemnify VelaTel with regard to any such payments.

7.           The Parties intend Independent Contractor to act as an independent contractor in the performance of his or her Services to VelaTel.  Independent Contractor shall have the right to control and determine the methods and means of performing the Services.  Independent Contractor shall use his or her own expertise and judgment in performing the Services, recognizing that VelaTel is relying on Independent Contractor to consult, when appropriate, with other representatives of VelaTel and its subsidiaries.

8.           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.

VelaTel Global Communications, Inc.

By /s/ George Alvarez                                                      

George Alvarez

Title: Chief Executive Officer

By: /s/ Ryan Alvarez                                                      

Ryan Alvarez

EX-99.3

Exhibit 99.3

Independent Contractor Agreement

1.        Parties

This Independent Contractor Agreement ("Agreement") is between VelaTel Global Communications, Inc. ("VelaTel") and Sandra Haxby ("Independent Contractor").

2.        Term of this Agreement

The term of this Agreement shall be effective as of April 1, 2012 and shall continue indefinitely, subject to termination by either party with or without cause upon 30 days written notice ("Term").

3.        Services to be Performed by Independent Contractor

Independent Contractor shall perform professional services ("Services") as an independent contractor to VelaTel to act as Marketing Manager for VelaTel’s VN Tech Division.

4.        Payment

VelaTel shall pay Independent Contractor for the Services based on Independent Contractor’s standard hourly rates or monthly retainer, plus reimbursement of reasonable expenses.  Any or all of the Independent Contractor Fee earned but unpaid from time to time may be paid in the form of Series A common stock of VelaTel (either registered under SEC Form S-8 or restricted under SEC Rule 144, depending upon the circumstances) upon mutual agreement of the parties.

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 VelaTel with regard to any such payments.

6.        Fringe Benefits

Independent Contractor shall not be eligible to receive any employee benefits from VelaTel, 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 VelaTel 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 VelaTel is relying on Independent Contractor to consult, when appropriate, with employees of VelaTel and its subsidiaries and affiliated companies.

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8.        Confidential Information

In order to assist Independent Contractor in the performance of the Services, VelaTel may supply Independent Contractor, from time to time, with information concerning VelaTel and the VelaTel 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 VelaTel and/or the VelaTel Group before and during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by VelaTel and Independent Contractor is advised in writing by VelaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by VelaTel and agrees not to disclose any information regarding it to any third party, without VelaTel's prior written consent. All documents containing Confidential Information shall be returned to VelaTel, 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 VelaTel'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 VelaTel's prior written consent thereto. All such data and information shall be delivered to VelaTel by Independent Contractor at VelaTel's request.

9.        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.

Binding arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in San Diego 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.

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10.        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 VelaTel, 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.

11.        Notices

All notices shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after deposit with a worldwide recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.  Notices shall be addressed as follows:

VelaTel Group, Inc.

12526 High Bluff Drive, Suite 155

San Diego, CA  92130

Fax No. (760) 359-7040

Attention: Kenneth L. Waggoner

kwaggoner@velatel.com

Sandra Haxby

1306 Dolphin Terrace

Corona Del Mar, CA  92625

Fax No. (949) 258-5916

sandyhaxby@msn.com

12.        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.

13.        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.

14.        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.

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15.        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.

16.        VelaTel's Responsibilities

VelaTel 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.

17.        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.

VelaTel Global Communications, Inc.

By: /s/ George Alvarez                                                   

George Alvarez

Title: Chief Executive Officer

  /s/ Sandra Haxby                                                   

 Sandra Haxby

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EX-99.4

Exhibit 99.4

March 17, 2011

Mr. Carlos A. Trujillo

China Tel Group, Inc.

12526 High Bluff Drive

Suite 155

San Diego, CA 92130

Dear Mr. Trujillo:

This letter is to confirm our understanding of the nature, scope and limitations of the services our firm is to provide to China Tel Group, Inc. (the "Company").

We will (1) assist the Company with the preparation of its annual financial statements for the year ended December 31, 2010 that will be included in SEC Form 10-K; (2) assist the Company with the preparation of management's discussion and analysis (3) review the SEC Form 10-K prior to filing with the Securities and Exchange Commission; (4) prepare any required supporting documentation required by the Company's Registered Independent Public Accounting Firm; and (5) assist with other projects as requested by senior management of the Company related to the SEC Form 10-K. The financial statement will be prepared from trial balances submitted to us by the Company. We will aim to have a full set of financial statements (including financial statements, notes to financial statements, consolidation package and any other supporting documents in preparing financial statements) and management's discussion and analysis for the Company's review within 10-15 days following receipt of all the entities trial balances. We are aware of the Company's SEC filing deadlines and will make every effort to make sure that the financial statements and management's discussion and analysis are prepared timely, which is contingent on us receiving the trial balances from the Company in a timely manner and the Company's senior management being available to respond to our questions/inquiries. The financial statements referred to above will be presented in US Dollars ($) and be prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).

Our fees for the above-mentioned services will be billed at our standard hourly rates which are currently as follows: Partner $310; Manager - $230; Senior - $180 and staff - $125. Our fees items (1) to (3) above are estimated to be $15,000 to $20,000. Our invoices are payable upon receipt. We reserve the right to suspend all work for nonpayment of fees and will charge interest at the rate of 1.0% per month for all past due amounts. We will require a $7,500 retainer prior to the commencement of work. The payment of the retainer can be made by check or wired to the following bank account:

ABA #  121000248 Wells Fargo Bank Valencia, CA

Account# 339-3149459 Pickard & Green, CPAs 28382 Constellation Road Valencia, CA 91355

28382 Constellation Road | Valencia, CA | 91355 | 661-294-8300 telephone | 6611-2571290 facsimile |www.pgcpas.com

The above-mentioned services that we will provide cannot be relied upon to disclose errors, irregularities or illegal acts, including fraud or defalcations, which may exist. We will inform you of any such matters that come to our attention.

Pickard & Green, CPAs will be an independent contractor and its employees and agents will not be employees or agents of the Company. The manner in which these services are rendered will be within Pickard & Green, CPAs sole control and discretion. The Company will not be responsible for Pickard & Green, CPAs acts while performing the services whether on Company premises or elsewhere, and Pickard & Green, CPAs will not have the authority to speak for, represent or obligate the Company in any way. Similarly, Pickard & Green, CPAs will not be responsible for any acts of the Company or its employees or agents.

In the event Pickard & Green, CPAs and/or any of its partners, employees or agents incurs time and expense in serving as a party of witness in any form of judicial, administrative and/or regulatory proceeding as a result of the rendering of services to the Company, the Company agrees to reimburse Pickard & Green, CPAs for all such time and expense incurred in accordance with our standard hourly rates.

Moreover, in the event Pickard & Green, CPAs and/or any of its partners, employees or agents incurs time and/or expense in responding to discovery or other forms of requests for information in any kind of judicial, administrative or regulatory proceeding as a result of services rendered to the Company, the Company agrees to reimburse Pickard & Green, CPAs for all such time and expense incurred in accordance with our standard hourly rates.

Despite the rendition of services by Pickard & Green, CPAs, the Company hereby agrees and acknowledges that it is and will continue to be solely responsible for all decisions, actions and/or omissions implemented by the Company, whether or not based on any form of reliance on services or advice rendered by Pickard & Green, CPAs or any of its partners, employees or agents. As such, the Company hereby agrees to totally and completely indemnify and hold harmless Pickard & Green, CPAs, its partners, employees or agents, from any and all claims, demands, settlements or judgments made or rendered against Pickard & Green, CPAs or its partners, employees or agents for monetary or injunctive relief relating to services rendered by Pickard & Green, CPAs to the Company, except for willful misconduct or gross negligence by Pickard & Green, CPAs or any of its partners, employees or agents . The Company hereby agrees to immediately reimburse Pickard & Green, CPAs for all damages and expenses incurred by Pickard & Green, CPAs as a result of such a judgment and/or settlement.

Moreover, in the event any form of judicial, administrative or regulatory proceeding is pursued against Pickard & Green, CPAs or any of its partners, employees or agents as a result of services rendered by Pickard & Green, CPAs to the Company, the Company expressly agrees to reimburse Pickard & Green, CPAs or any of its partners, employees or agents for all attorney and expert witness fees and all other forms of costs incurred as a result of the proceedings. Any and all counsel and/or experts engaged on behalf of Pickard & Green, CPAs or its partners, employees or agents will be selected based on the sole judgment and discretion of Pickard & Green, CPAs.

The Company and Pickard & Green, CPAs both agree that, except as provided below, any dispute over fees charged by Pickard & Green, CPAs to the Company will be submitted for resolution by arbitration in accordance with the rules of the American Arbitration Association. Such arbitration shall be binding and final; however, Pickard & Green, CPAs shall have the option to have any dispute that is within the jurisdiction of the Small Claims Court heard in said court.

IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT, IN THE EVENT OF A DISPUTE OVER FEES, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD IS ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION.

It is our understanding this arrangement will be effective upon signing and will continue until amended. It is also our understanding that either party may cancel this agreement by written notice or that it may be amended by mutual agreement, in writing, at anytime.

We appreciate this opportunity to work with you. If the foregoing is in agreement with your understanding, please sign the enclosed duplicate copy of this letter in the space provided below and return it to us.

Very truly yours,

PICKARD & GREEN, CPAs

Kevin Pickard, CPA Partner

Accepted:

CHINA TEL GROUP, INC.
/s/ Carlos A. Trujillo Mr. Carlos A. Trujillo Chief Financial Officer	Date