AGREEMENT FOR SHARE EXCHANGE

This AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is entered into

on May 16, 2008, by and among RNS Software, Inc., a Nevada corporation (“RNS”), Hotgate
Holding Limited, a British Virgin Island company (“HOTGATE”) and the shareholders of
HOTGATE, namely Redtone Telecommunications Sdn Bhd, a Malaysia company, Pang Wee
Tak, Alvin James and Michael Yang, individually. Such shareholders collectively own 100%
of the shares of HOTGATE and are sometimes referred to herein collectively as the
“Shareholders”.

RECITALS

WHEREAS, RNS desires to complete a share exchange transaction pursuant to which

RNS shall acquire all of the equity ownership of HOTGATE in exchange for a certain
number of shares of the voting stock of RNS as set forth below; and

WHEREAS, The Board of Directors of RNS and the Board of Directors of

HOTGATE have each approved the proposed transaction, contingent upon satisfaction prior
to closing of all of the terms and conditions of this Agreement; and

WHEREAS, HOTGATE owns 100% of Hotgate VMS Technology Limited, a Hong

Kong company (“Hotgate VMS Technology”); and

WHEREAS, HOTGATE owns 100% of Hotgate Technology (M) Sdn Bhd, a

Malaysia company (“Hotgate Technology (M)”); and

WHEREAS, HOTGATE owns 100% of Beijing Hotgate Technology Ltd, a PRC

registered company (“Beijing Hotgate Technology”); and

WHEREAS, Hotgate Technology (M) Sdn Bhd owns 30% of PT Hotgate Technology
Indonesia, an Indonesian company (“PT Hotgate Technology) and 40% of Hotgate
Technology Brunei Sdn Bhd, a Brunei registered company (“Hotgate Technology Brunei”);
and

WHEREAS, Beijing Hotgate Technology is engaged in a hotel information and

communications technology (“ICT”) project in Beijing, China with China Network
Communications Group Corporation (“CNC”). Beijing Hotgate Technology has entered into
partnership agreements with CNC to develop ICT for approximately ten (10) hotels by the
second quarter of 2008 and approximately one hundred thirty (130) hotels by the end of 2008.
The project involves the deployment and upgrading of broadband and ICT facilities in the
hotels, which will allow the hotels to provide high-speed internet access in each guest room.
The hotel will also have the option to include other value added services where guests can
gain access to video on demand services, other hotel facilities, and external facilities.

THE PARTIES desire to make certain representations, warranties and agreements in

connection with completion of the proposed share exchange transaction.

NOW, THEREFORE, in consideration of the foregoing recitals, which shall be

considered an integral part of this Agreement, and the covenants, conditions, representations
and warranties hereinafter set forth, the parties hereby agree as follows:
 ARTICLE I
THE EXCHANGE

1.1 The Exchange. At the Closing (as hereinafter defined), RNS shall acquire 100%
ownership of HOTGATE. Consideration to be paid by RNS shall be a total of 121,108,929
shares (post 1:2.5 forward split) of its common stock (the “Exchange Shares”) in exchange
for 100% ownership of HOTGATE (such share exchange shall be referred to herein as the
“Exchange”). The specific allocation of the Exchange Shares shall be set forth on Exhibit A
attached hereto. The Exchange shall take place upon the terms and conditions provided for in
this Agreement and in accordance with applicable law. Immediately following completion of
the share exchange transaction through issuance of the Exchange Shares, RNS shall have a
total of approximately 186,321,429 shares of its common stock issued and outstanding. For
Federal income tax purposes, it is intended that the Exchange shall constitute a tax-free
reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended (the “Code”).

1.2 Closing and Effective Time. Subject to the provisions of this Agreement, the parties
shall hold a closing (the "Closing") on (i) the first business day on which the last of the
conditions set forth in Article V to be fulfilled prior to the Closing is fulfilled or waived or
(ii) at such time and place as the parties hereto may agree. Such date shall be the date of
Exchange (the "Effective Time"), but in no event shall the Closing occur later than June 2,
2008 unless both parties agree, in writing, to extend the Closing beyond that date.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of RNS. RNS represents and warrants to HOTGATE
as follows:

(a) Organization, Standing and Power. RNS is a corporation duly organized,

validly existing and in good standing under the laws of the State of Nevada, has all requisite
power and authority to own, lease and operate its properties and to carry on its business as
now being conducted, and is duly qualified and in good standing to do business in each
jurisdiction in which the nature of its business or the ownership or leasing of its properties
makes such qualification necessary.

(b) Capital Structure. As of the date of execution of this Agreement, the

authorized capital stock of RNS consists of 100,000,000 shares of Common Stock with a par
value of $0.0001 per share. The Exchange Shares to be issued pursuant to this Agreement
shall be, when issued pursuant to the terms of the resolution of the Board of Directors of RNS
approving such issuance, validly issued, fully paid and nonassessable and not subject to
preemptive rights. RNS has no other options, warrants, calls, agreements or other rights to
purchase or otherwise acquire from RNS at any time, or upon the happening of any stated
event, any shares of the capital stock of RNS whether or not presently issued or outstanding.

(c) Certificate of Incorporation, Bylaws, and Minute Books. The copies of the
Articles of Incorporation and of the Bylaws of RNS which have been delivered to
HOTGATE are true, correct and complete copies thereof. The minute book of RNS, which
has been made available for inspection, contains accurate minutes of all meetings and
accurate consents in lieu of meetings of the Board of Directors (and any committee thereof)
and of the Shareholders of RNS since the date of incorporation and accurately reflects all
transactions referred to in such minutes and consents in lieu of meetings.

(d) Authority. RNS has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors of RNS. No other corporate or
shareholder proceedings on the part of RNS are necessary to authorize the Exchange, or the
other transactions contemplated hereby.

(e) Conflict with Other Agreements; Approvals. The execution and delivery of
this Agreement does not, and the consummation of the transactions contemplated hereby will
not result in any violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of any obligation or
the loss of a material benefit under, or the creation of a lien, pledge, security interest or other
encumbrance on assets (any such conflict, violation, default, right of termination, cancellation
or acceleration, loss or creation, a "violation") pursuant to any provision of the Articles of
Incorporation or Bylaws or any organizational document of RNS or, result in any violation of
any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other
agreement, obligation, instrument, permit, concession, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to RNS which violation would
have a material adverse effect on RNS taken as a whole. No consent, approval, order or
authorization of, or registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or foreign (a
"Governmental Entity") is required by or with respect to RNS in connection with the
execution and delivery of this Agreement by RNS or the consummation by RNS of the
transactions contemplated hereby.

(f) Books and Records. RNS has made and will make available for inspection by
HOTGATE upon reasonable request all the books of RNS relating to the business of RNS.
Such books of RNS have been maintained in the ordinary course of business. All documents
furnished or caused to be furnished to HOTGATE by RNS are true and correct copies, and
there are no amendments or modifications thereto except as set forth in such documents.

(g) Compliance with Laws. RNS is and has been in compliance in all material
respects with all laws, regulations, rules, orders, judgments, decrees and other requirements
and policies imposed by any Governmental Entity applicable to it, its properties or the
operation of its businesses.

(h) Dilutive Securities. RNS has no dilutive securities of any kind, including but
not limited to warrants, options or employee stock options outstanding.

(i) Litigation. There is no suit, action or proceeding pending, or, to the knowledge
of RNS, threatened against or affecting RNS which is reasonably likely to have a material
adverse effect on RNS, nor is there any judgment, decree, injunction, rule or order of any
Governmental Entity or arbitrator outstanding against RNS having, or which, insofar as
reasonably can be foreseen, in the future could have, any such effect.
 (j) Tax Returns. RNS has duly filed or will file prior to Closing any tax reports and
returns required to be filed by it and has fully paid all taxes and other charges claimed to be
due from it by any federal, state or local taxing authorities. There are not now any pending
questions relating to or claims asserted for, taxes or assessments asserted upon RNS.

2.2 Representations and Warranties of HOTGATE. HOTGATE represents and warrants

to RNS as follows:

(a) Organization, Standing and Power. HOTGATE is a corporation duly

organized, validly existing and in good standing under the laws of British Virgin Islands and
its respective ultimate subsidiaries are duly incorporated in Hong Kong, Malaysia, the
People’s Republic of China, Indonesia, and Brunei, respectively; each company has all
requisite power and authority to own, lease and operate its properties and to carry on its
business as now being conducted, and is duly qualified and in good standing to do business in
each jurisdiction in which the nature of its business or the ownership or leasing of its
properties makes such qualification necessary except for any such failure, which when taken
together with all other failures, is not likely to have a material adverse effect on the business
of the relevant Acquirer taken as a whole. For purpose of this Section 2.2, “material adverse
effect” shall mean, with respect to each Acquirer, the result of one or more events, charges or
effects which, individually or in the aggregate, would have a material adverse effect or
impact on the business, assets, results of operations, intellectual property rights, prospects or
financial condition of such party, taken as a whole, or is reasonably likely to delay or prevent
the consummation of the transactions contemplated hereby.

(b) Capital Structure. There are no options, warrants, calls, agreements or other
rights to purchase or otherwise acquire from HOTGATE at any time, or upon the happening
of any stated event, any share of the capital stock of HOTGATE.

(c) Certificate of Incorporation, Bylaws and Minute Books. Copies of the

Certificate of Incorporation and of the other corporate documents of HOTGATE which will
be delivered to RNS are true, correct and complete copies thereof. The minute books of
HOTGATE which will be made available for inspection contain accurate minutes of all
meetings and accurate consents in lieu of meetings of the Board of Directors (and any
committee thereof) and of the shareholders of HOTGATE since the date of incorporation and
accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.

(d) Authority. HOTGATE has all requisite power to enter into this Agreement and,
subject to approval of the proposed transaction by its shareholders, has the requisite power
and authority to consummate the transactions contemplated hereby. Except as specified
herein, no other corporate or shareholder proceedings on the part of HOTGATE are necessary
to authorize the Exchange and the other transactions contemplated hereby.

(e) Conflict with Agreements; Approvals. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby will not,
conflict with, or result in any violation of any provision of the Certificate of Incorporation or
Bylaws of HOTGATE or of any loan or credit agreement, note, mortgage, indenture, lease,
benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable to HOTGATE
or its properties or assets except for any such conflict or violation, which when taken together
with all other conflict or violation, is not likely to have a material adverse effect on the
business of the relevant Acquirer taken as a whole. No consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental Entity is
required by or with respect to HOTGATE in connection with the execution and delivery of
this Agreement by HOTGATE, or the consummation by HOTGATE of the transactions
contemplated hereby.

(f) Books and Records. HOTGATE has made and will make available for
inspection by RNS upon reasonable request all the books of account, relating to the business
of HOTGATE. Such books of account have been maintained in the ordinary course of
business. All documents furnished or caused to be furnished to RNS by HOTGATE are true
and correct copies, and there are no amendments or modifications thereto except as set forth
in such documents.

(g) Compliance with Laws. HOTGATE is and has been in compliance in all
material respects with all laws, regulations, rules, orders, judgments, decrees and other
requirements and policies imposed by any Governmental Entity applicable to it, its properties
or the operation of its businesses.

(h) Liabilities and Obligations. HOTGATE has no material liabilities or

obligations (absolute, accrued, contingent or otherwise) except (i) liabilities that are reflected
and reserved against on the HOTGATE financial statements delivered to RNS that have not
been paid or discharged since the date thereof and (ii) liabilities incurred since the date of
such financial statements in the ordinary course of business consistent with past practice and
in accordance with this Agreement.

(i) Litigation. There is no suit, action or proceeding pending, or, to the knowledge
of HOTGATE threatened against or affecting HOTGATE, which is reasonably likely to have
a material adverse effect on HOTGATE, nor is there any judgment, decree, injunction, rule or
order of any Governmental Entity or arbitrator outstanding against HOTGATE having, or
which, insofar as reasonably can be foreseen, in the future could have, any such effect.

(j) Taxes. HOTGATE has filed or will file within the time prescribed by law
(including extension of time approved by the appropriate taxing authority) all tax returns and
reports required to be filed with all other jurisdictions where such filing is required by law;
and HOTGATE has paid, or made adequate provision for the payment of all taxes, interest,
penalties, assessments or deficiencies due and payable on, and with respect to such periods.
HOTGATE knows of (i) no other tax returns or reports which are required to be filed which
have not been so filed and (ii) no unpaid assessment for additional taxes for any fiscal period
or any basis therefore.

(k) Licenses, Permits; Intellectual Property. HOTGATE owns or possesses in the

operation of its business all material authorizations which are necessary for it to conduct its
business as now conducted. Neither the execution nor delivery of this Agreement nor the
consummation of the transactions contemplated hereby will require any notice or consent
under or have any material adverse effect upon any such authorizations.

2.3 Representations and Warranties of Shareholders. By execution of this Agreement,

each Shareholder represents and warrants to RNS as follows:
 (a) Shares Free and Clear. The shares of HOTGATE which each Shareholder
owns are free and clear of any liens, claims, options, charges or encumbrances of any nature.

(b) Unqualified Right to Transfer Shares. Each Shareholder has the unqualified
right to sell, assign, and deliver the shares of HOTGATE and, upon consummation of the
transactions contemplated by this Agreement, RNS will acquire good and valid title to such
shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever
nature.

(c) Agreement and Transaction Duly Authorized. Each Shareholder is authorized

to execute and deliver this Agreement and to consummate the share exchange transaction
described herein. Neither the execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereby will constitute a violation or default under any term
or provision of any contract, commitment, indenture, other agreement or restriction of any
kind or character to which such Shareholder is a party or by which such Shareholder is
bound.

(d) Share Ownership. The Shareholders are presently the only shareholders of
HOTGATE, and collectively own 100% of the equity ownership of HOTGATE. Redtone
Telecommunications Sdn Bhd owns 30% of HOTGATE, Pang Wee Tak owns 29.7% of
HOTGATE, Alvin James owns 0.3% of HOTGATE, and Michael Yang owns 40% of
HOTGATE.

ARTICLE III
COVENANTS RELATING TO CONDUCT OF BUSINESS

RESERVED

ARTICLE IV
ADDITIONAL AGREEMENTS AND RELATED TRANSACTIONS

4.1 Restricted RNS Shares. The Exchange Shares will not be registered under the
Securities Act, but will be issued pursuant to applicable exemptions from such registration
requirements for transactions not involving a public offering and/or for transactions which
constitute “offshore transactions” as defined in Regulation S under the Securities Act of
1933. Accordingly, the Exchange Shares will constitute "restricted securities" for purposes of
the Securities Act and the holders of Exchange Shares will not be able to transfer such shares
except upon compliance with the registration requirements of the Securities Act or in reliance
upon an available exemption therefrom. The certificates evidencing the Exchange Shares
shall contain a legend to the foregoing effect and the holders of such shares shall deliver at
Closing an Investment Letter acknowledging the fact that the Exchange Shares are restricted
securities and agreeing to the foregoing transfer restrictions.

4.2 Access to Information. Upon reasonable notice, RNS and HOTGATE shall each afford
to the officers, employees, accountants, counsel and other representatives of the other
company, and with respect to HOTGATE, the Acquired Entities, access to all their respective
properties, books, contracts, commitments and records and, during such period, each of RNS
and HOTGATE shall furnish promptly to the other (a) a copy of each report, schedule,
registration statement and other document filed or received by it during such period pursuant
to the requirements of Federal or state securities laws and (b) all other information
concerning its business, properties and personnel as such other party may reasonably request.
Unless otherwise required by law, the parties will hold any such information which is
nonpublic in confidence until such time as such information otherwise becomes publicly
available through no wrongful act of either party, and in the event of termination of this
Agreement for any reason each party shall promptly return all nonpublic documents obtained
from any other party, and any copies made of such documents, to such other party.

4.3 Legal Conditions to Exchange. Each of RNS and HOTGATE shall take all reasonable
actions necessary to comply promptly with all legal requirements which may be imposed on
itself with respect to the Exchange and will promptly cooperate with and furnish information
to each other in connection with any such requirements imposed upon any of them or upon
any of their related entities or subsidiaries in connection with the Exchange. Each party shall
take all reasonable actions necessary to obtain (and will cooperate with each other in
obtaining) any consent, authorization, order or approval of, or any exemption by, any
Governmental Entity or other public or private third party, required to be obtained or made by
RNS or HOTGATE or any of their related entities or subsidiaries in connection with the
Exchange or the taking of any action contemplated thereby or by this Agreement.

ARTICLE V
CONDITIONS PRECEDENT

5.1 Conditions to Each Party's Obligation to Effect the Exchange. The respective
obligations of each party to effect the Exchange shall be conditional upon the filing,
occurring or obtainment of all authorizations, consents, orders or approvals of, or declarations
or filings with, or expirations of waiting periods imposed by any governmental entity or by
any applicable law, rule, or regulation governing the transactions contemplated hereby.
HOTGATE represents and warrants that it has obtained the appropriate required consents of
the PRC government, if any.

5.2 Conditions to Obligations of RNS. The obligation of RNS to effect the Exchange is
subject to the satisfaction of the following conditions on or before the Closing Date unless
waived by RNS:

(a) Representations and Warranties. The representations and warranties of

HOTGATE set forth in this Agreement shall be true and correct in all material respects as of
the date of this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as of the Closing
Date, except as otherwise contemplated by this Agreement, and HOTGATE shall complete
all government and legal process to transfer 100% of the ownerships from the Shareholders to
RNS.

(b) Tradability. The Common Stock of RNS shall remain listed for trading on the
OTC Bulletin Board and RNS shall not have received any notice that its Common Stock is
subject to being delisted therefrom.

(c) Performance of Obligations of HOTGATE. HOTGATE shall have performed

in all material respects all obligations required to be performed by it under this Agreement at
or prior to the Closing, and RNS shall have received a certificate signed on behalf of RNS by
the President to such effect.
 (d) Closing Documents. RNS shall have received all closing documents as counsel
for RNS shall reasonably request.

(e) Consents. HOTGATE shall have obtained the consent or approval of each
person whose consent or approval shall be required in connection with the transactions
contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease or
other agreement or instrument, except those for which failure to obtain such consents and
approvals would not, in the reasonable opinion of RNS, individually or in the aggregate, have
a material adverse effect on HOTGATE and of its subsidiaries and related entities taken as a
whole upon the consummation of the transactions contemplated hereby. HOTGATE shall
also have received the approval of its shareholders in accordance with applicable law.

(f) Due Diligence Review. RNS shall have completed to its reasonable satisfaction
a review of the business, operations, finances, assets and liabilities of HOTGATE and shall
not have determined that any of the representations or warranties of HOTGATE or its
shareholders contained herein are, as of the date hereof or the Closing, inaccurate in any
material respect or that HOTGATE or its shareholders is otherwise in violation of any of the
provisions of this Agreement.

(g) Pending Litigation. There shall not be any litigation or other proceeding
pending or threatened to restrain or invalidate the transactions contemplated by this
Agreement, which, in the sole reasonable judgment of RNS, made in good faith, would make
the consummation of the Exchange imprudent. In addition, there shall not be any other
litigation or other proceeding pending or threatened against HOTGATE, the consequences of
which, in the judgment of RNS, could be materially adverse to HOTGATE.

(h) Corporate Structure. HOTGATE shall have properly completed its corporate
structure as stated in this Agreement

5.3 Conditions to Obligations of HOTGATE. The obligations of HOTGATE to effect the

Exchange is subject to the satisfaction of the following conditions unless waived by
HOTGATE:

(a) Representations and Warranties. The representations and warranties of RNS

set forth in this Agreement shall be true and correct in all material respects as of the date of
this Agreement and (except to the extent such representations speak as of an earlier date) as
of the Closing Date as though made on and as of the Closing Date, except as otherwise
contemplated by this Agreement, HOTGATE shall have received a certificate signed on
behalf of RNS by the President to such effect.

(b) Performance of Obligations of RNS. RNS shall have performed in all material
respects all obligations required to be performed by it under this Agreement at or prior to the
Closing Date, and RNS shall have received a certificate signed on behalf of RNS by the
President to such effect.

(c) Closing Documents. HOTGATE shall have received (i) an original copy of the
resolution from RNS’s current directors appointing designees of the Shareholders to RNS’s
Board of Directors; (ii) letters of resignation from RNS’s current officers and directors to be
effective upon Closing and after the appointments described in clause (i); and (iii) all other
closing documents as counsel for HOTGATE shall reasonably request.
 (d) Consents. RNS shall have obtained the consent or approval of each person
whose consent or approval shall be required in connection with the transactions contemplated
hereby.

(e) Due Diligence Review. HOTGATE shall have completed to its reasonable
satisfaction a review of the business, operations, finances, assets and liabilities of RNS and
shall not have determined that any of the representations or warranties of RNS contained
herein are, as of the date hereof or the Closing Date, inaccurate in any material respect or that
RNS is otherwise in violation of any of the provisions of this Agreement.

(f) Pending Litigation. There shall not be any litigation or other proceeding
pending or threatened to restrain or invalidate the transactions contemplated by this
Agreement, which, in the sole reasonable judgment of HOTGATE, made in good faith,
would make the consummation of the Exchange imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened against RNS the consequences of
which, in the judgment of HOTGATE, could be materially adverse to RNS.

(g) Capital Structure. RNS shall have increased its authorized capital stock to
300,000,000 shares of Common Stock with par value $0.0001. RNS shall also cause a 1:2.5
forward split (the “Forward Split”) of its Common Stock and obtain all necessary consents
and approvals to effect the Forward Split.

(h) Name Change. RNS shall change its name to Hotgate Technology Inc.

ARTICLE VI
TERMINATION AND AMENDMENT

6.1 Termination. This Agreement may be terminated at any time prior to the Effective
Time:

(a) by mutual consent of RNS and HOTGATE;

(b) by either RNS or HOTGATE if there has been a material breach of any
representation, warranty, covenant or agreement on the part of RNS or HOTGATE, as the
case may be set forth in this Agreement which breach has not been cured within five (5)
business days following receipt by the breaching party of notice of such breach, or if any
permanent injunction or other order of a court or other competent authority preventing the
consummation of the Exchange shall have become final and non-appealable.

6.2 Effect of Termination. In the event of termination of this Agreement by either RNS or
HOTGATE as provided in Section 6.1, this Agreement shall forthwith become void and there
shall be no liability or obligation on the part of any party hereto. In such event, all costs and
expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses.

6.3 Amendment. This Agreement may be amended by mutual agreement of RNS and
HOTGATE. Any such amendment must be by an instrument in writing signed on behalf of
each of the parties hereto.
6.4 Extension; Waiver. At any time prior to the Effective Time, the parties hereto, by
action taken or authorized by their respective Board of Directors, may, to the extent legally
allowed, (a) extend the time for the performance of any of the obligations or other acts of the
other parties hereto, (b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto and (c) waive compliance
with any of the agreements or conditions contained herein. Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party.

ARTICLE VII
GENERAL PROVISIONS

7.1 Survival of Representations, Warranties and Agreements. All of the representations,

warranties and agreements in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Effective Time for as long as the applicable status of limitation
shall remain open.

7.2 Notices. All notices and other communications hereunder shall be in writing and shall
be deemed given if delivered personally, telecopied (which is confirmed) or mailed by
registered or certified mail (return receipt requested) to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):

(a) If to RNS:

2197 West 2nd Avenue, Suite 103

Vancouver, B.C., Canada V6k 1H7

With a copy to:

VINCENT & REES, L.C.

175 East 400 South
Suite 610
Salt Lake City, Utah 84111

(b) If to HOTGATE:

2197 West 2nd Avenue, Suite 103

Vancouver, B.C., Canada V6k 1H7

7.3 Interpretation. When a reference is made in this Agreement to Sections, such

reference shall be to a Section of this Agreement unless otherwise indicated. The headings
contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Whenever the words "include", "includes"
or "including" are used in this Agreement, they shall be deemed to be followed by the words
"without limitation". The phrase "made available" in this Agreement shall mean that the
information referred to has been made available if requested by the party to whom such
information is to be made available.
7.4 Counterparts. This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become effective when two
or more counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart.

7.5 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This

Agreement (including the documents and the instruments referred to herein) constitutes the
entire agreement and supersedes all prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof, and is not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder.

7.6 Governing Law. This Agreement shall be governed and construed in accordance with
the laws of the State of Nevada without regard to principles of conflicts of law. Each party
hereby irrevocably submits to the jurisdiction of any Nevada state court or any federal court
in the State of Nevada in respect of any suit, action or proceeding arising out of or relating to
this Agreement, and irrevocably accept for themselves and in respect of their property,
generally and unconditionally, the jurisdiction of the aforesaid courts.

7.7 No Remedy in Certain Circumstances. Each party agrees that, should any court or
other competent authority hold any provision of this Agreement or part hereof or thereof to
be null, void or unenforceable, or order any party to take any action inconsistent herewith or
not to take any action required herein, the other party shall not be entitled to specific
performance of such provision or part hereof or thereof or to any other remedy, including but
not limited to money damages, for breach hereof or thereof or of any other provision of this
Agreement or part hereof or thereof as a result of such holding or order.

7.8 Publicity. Except as otherwise required by law or the rules of the SEC, so long as this
Agreement is in effect, no party shall issue or cause the publication of any press release or
other public announcement with respect to the transactions contemplated by this Agreement
without the written consent of the other party, which consent shall not be unreasonably
withheld.

7.9 Assignment. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.

[Remainder of page intentionally left blank; signature page to follow.]

IN WITNESS WHEROF, this Agreement has been signed by the parties set forth below as of
the date set forth above.
RNS HOLDINGS CORPORATION, a Nevada
corporation
 /s/ Alex Koo
Alex Koo, President and Director

HOTGATE HOLDING LIMITED, a British Virgin

Islands company

/s/

Shareholders of Hotgate Holding Limited

Redtone Telecommunications Sdn Bhd

/s/

/s/ Pang Wee Tak

Pang Wee Tak, Shareholder

/s/ Alvin James

Alvin James, Shareholder

/s/ Michael Yang

Michael Yang, Shareholder

EXHIBIT A

Allocation of Exchange Shares

Recipient Number of Common Shares

Redtone Telecommunications 36,332,678
Sdn Bhd
Pang Wee Tak 35,969,351
Alvin James 363,327
Michael Yang 48,443,573