Memorandum of Understanding On Equity Joint Venture Agreement

Exhibit 10.10


Private and Confidential

February 23, 2005


Broadwell Group Ltd.

c/o Overseas Management Company (B.V.I.) Limited

P.O. Box 3152, Road Town, Tortola

British Virgin Islands


Attn: Steven Deng

Dear Sirs


Memorandum of Understanding on Equity Joint Venture Agreement between Comtech Group, Inc. and Broadwell Group Ltd.

Comtech Group, Inc. (" Comtech" ) is pleased to have entered an Equity Joint Venture Agreement (the " Agreement" ) with Broadwell Group Ltd. (" Broadwell" ) on January 17, 2005 to establish an enterprise in Hong Kong to serve as an independent distributor promoting IC' s and components into China market in start with distributing products made by Broadcom Corporation, a NASDAQ listed company, into China. This lett ...