exv10w3

Exhibit 10.3

Participation Agreement
China


Base Agreement	#	4908009099
Master SOW	#	4908009104
PA	#	4908020445

EFFECTIVE DATE OF THIS PARTICIPATION AGREEMENT (“PA”): June 15, 2008

This PA between IBM Global Services (China) Co. Ltd. (“Buyer”) and Shanghai Camelot Information Technology CO., LTD (“Supplier”) adopts and incorporates by reference all of the terms and conditions of the Base Agreement # 4908009099 in effect as of the date hereof (“Base Agreement”)and Statement of Work/Master Statement of Work # 4908009104 in effect as of the date hereof (“SOW” / “Master SOW”). This PA automatically incorporates any future amendments to the Base Agreement referenced in this PA and any future amendments to the SOW/Master SOW # 4908009104, if referenced in this PA, and will be made a part of this PA to the extent that the amendments do not conflict with the terms of this PA.

However, any future amendments to the SOW/Master SOW referenced in this PA which affect price and part numbers for Deliverables are automatically incorporated and made a part of this PA.

The parties to this PA agree that purchases and sales of the Deliverables, Products or Services, as defined in the Base Agreement, will be conducted in accordance with, and be subject to, the terms and conditions of this PA, the Base Agreement and any applicable Work Authorizations.

AMENDMENTS: The following terms and conditions amend provisions of the Base Agreement to bring the conduct of the parties’ transactions into conformity with local law and practice.

1.0 Warranty

Notwithstanding the relevant provision of the Base Agreement, the warranty relating to euro dollar shall not apply.

In addition to the representations and warranties in the Base Agreement, Supplier makes the following on-going representation and warranty:

(1) that Deliverables, Products and Services which interact in any capacity with data, or when used in combination with other information technology, support the code page standard initially referenced as GB 18030; and

(2) it is familiar with all local laws and regulations pertaining to bribery, corruption and prohibited business practices and has not and will not partake in any actions in relation to the transactions contemplated herein in violation of such laws; and

(3) it and its Affiliates has not and will not offer, promise or make or agree to make payments or gifts (of money or anything of value) directly or indirectly to anyone for the purpose of influencing or inducing anyone to influence decisions in favor of Buyer; and

(4) unless expressly disclosed to Buyer in writing prior to the execution of this Agreement, it does not know nor has reason to believe that any of the owners, principals or senior management of Supplier, its Affiliates, or lower tier subcontractors (1) are or were persons acting in an official capacity for or on behalf of a government; or (2) have a familial relationship to persons acting in an official capacity for or on behalf of a government.

2.0 Termination of a SOW or WA

The following clause shall be added into the end of the subsection titled “Termination of this Base Agreement”: Notwithstanding the foregoing, Supplier recognizes and agrees that Buyer may immediately terminate this Agreement for Cause by written notice to Supplier in the case that (1) Supplier breaches the Ongoing Warranties pertaining to bribery listed above, or (2) when Buyer reasonably believes such a breach has occurred or is likely to occur. For purposes of the subsection below titled “Termination of a SOW or WA” in the Base Agreement, the term Cause shall be deemed to include these events.

3.0 Choice of Forum

Notwithstanding Section 14.3 of the Base Agreement, all disputes arising out of or in connection with this Agreement shall be settled by the parties through friendly negotiation. In the event said disputes can not be settled through friendly negotiation, either Party may submit the dispute to arbitration to be conducted by China International Economic and Trade Arbitration Commission in Beijing in accordance with its then current arbitration rules. The arbitration tribunal shall be composed of three (3) arbitrators. The arbitral award shall be final and binding. This PA will be governed by the laws of the People’s Republic of China.

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