XcelMobility Inc.: Exhibit 10.21 - Filed by newsfilecorp.com





Memorandum of Understanding

This Memorandum of Understanding (MOU) is made on June 1, 2012
(The "Effective Date") by and between:

1. Unified Communications Inc., a company
incorporated under the laws of Tokyo, Japan and presently having its registered
office at Iida bldg SF, 3-24-9 Nishi Shinbashi, Minato-Ku Tokyo Japan.

Hereinafter referred to as "UCI", (which expression
shall, unless repugnant to the subject or context shall mean and include its
successors, assigns and administrators)

AND

2. Shenzhen CCPower Corporation, a Company, with
its principal place of business at the offices of Room 706, Cyber Times Tower B,
Tairan Road, Futian District, Shenzhen, China, 518040 Hereinafter referred to as
"CCPower" (which expression shall, unless repugnant to the subject or
context shall mean and include its successors, assigns and
administrators)

1. The two parties agree mutually on
the following:

Both UCI and CCPower are engaged in the business
of providing communication platform/system and services for Carrier, Enterprise
and Consumer.

(1) The CCPower shall allow UCI to distribute and/or resell its
individual or joint application services and products in Japan market. UCIshall
have exclusive distribution rights to the application services and products in
Japan market except the Mach5 branded Application Services.

(2) UCI and CCPower agree to have the strategic partnership for
developing China market for services and products.

This MOU is an expression of the parties' intent to enter into
good faith discussions regarding the projects. Also, this MOU confirms both
parties' intention of entering into a commercial MOU when each project
starts.




2. CONFIDENTIAL INFORMATION

Each Party agrees that during the Term of this MOU and
  thereafter (a) it will use Confidential Information belonging to the other Party
  solely for the purpose(s) for which it was disclosed hereunder and (b) it will
  not disclose Confidential Information belonging to the other Party to any other
  party/parties (other than its employees and/or professional advisors on a
  need-to-know basis who are bound by obligations of nondisclosure and limited use
  at least as stringent as those contained herein). The Parties further agree that
  except as necessary to perform their respective obligations hereunder or
  otherwise expressly required by law, but only to the extent so authorized or
  required, they will not publicly announce or otherwise disclose any of the terms
  and conditions of this MOU. In the event either party is requested or ordered by
  a court of competent jurisdiction to disclose Confidential Information belonging
  to the other Party,such Party will give the other Party immediate notice of such
  request or order and, at the other Party's request and expense, resist such a
  request or order to the fullest extent permitted by law. Each party will
  promptly (i) return to the other upon request any or all Confidential
  Information of the other then in its possession or under its control and (ii)
  erase or otherwise destroy all computer entries containing any Confidential
  Information of the other then in its possession or under its control and provide
  the other with written certification of such erasure or destruction. The
  provisions of this Clause 2 shall survive any termination of this MOU.

For the purposes of this MOU, Confidential Information shall
include but not limited to the Invention, all data,materials, products,
technology,computer programs, Users, specifications, manuals, business plans,
software, marketing plans, business plans, financial information, prospective
investors, clients, and other information disclosed or submitted, orally, in
writing, or by any other media, from one Party to the other Party.

3. TERMS &
TERMINATION

	 	a. 	
      Terms. This MOU is not legally binding, however
      shall become effective as of the date first written above (the "Effective
      Date") and shall continue in full force for a 3 month probation period
      with an automatic renewal of one calendar year in case none of the parties
      resigns beforehand. Thereafter, this MOU may be renewed for further
      periods of one (1) year, provided mutual written MOU of the parties is
      reached in this respect.

	 	 	 
	 	b. 	
      Termination. This MOU shall come into force on the
      date abovementioned and shall be valid for the Term thereof unless
      terminated by either party as stated
hereunder:








	 	i. 	
      If the other Party commits a breach of any material terms
      or conditions/obligation of this MOU and fails to cure the breach within
      30 days after receipt of written notice from the other party.

	 	 	 
	 	ii. 	
      Either Party may terminate this MOU by giving the other
      party advance written notice of 90 days of its intention to terminate the
      MOU.

	 	 	 
	 	iii. 	
      This MOU shall be automatically terminated, if either
      party is dissolved, wound up or goes into liquidation, or a trustee or
      receiver is appointed by operation of a lawful order of a court of
      competent jurisdiction to take over the assets of either party,or it
      ceases to carry on its business as described in this
MOU.



4. INDEMNIFICATION

Each party shall indemnify and hold harmless the other Party
from and against any losses, costs, claims, damages, or liabilities incurred by
the other party as a result of the negligent or intentional acts or omissions of
the other party, its employees, agents, or sub-contractors or as a result of or
related to the breach of any term or condition of this MOU.

5. FORCE MAJEURE

Notwithstanding anything else in this MOU,no default,delay or
failure to perform on the part of either party shall be considered a breach of
this MOU, if such default,or failure to perform is shown to be due to causes
beyond reasonable control of the party charged with a default,including,but not
limited to, causes such as strikes, lockouts or other labor disputes, riots,
civil disturbances, actions or inactions of governmental authorities or
suppliers, epidemics, war, embargoes, sever weather, fire earthquakes, act of
God or the public enemy, nuclear disasters, supplier delay,breakdown of
communication facilities, breakdown of web host, breakdown of internet service
provider or default of a common carrier or other events beyond that party to
breach.

6. GOVERNING LAW

This MOU shall be governed by and interpreted or construed in
accordance with the laws of Hong Kong without regard to its principles regarding
conflict of laws. Any and all disputes arising out of or in connection with this
MOU shall be finally settled by the competent courts of Hong Kong.





	Unified Communications Inc. 	 	 Shenzhen CCPower Corporation 
	 	 	  
	/s/ Yasunori Ohta 	 	/s/ Takenori Kobayashi 
	 	 	 
	Position PRESIDENT
    	 	Position Executive Vice President 
	 	 	 
	Date June 1, 2012 	 	 Date: June 1, 2012