chtl_10k-ex1009.htm


    EXHIBIT
10.9

     

    EQUIPMENT LEASE
AGREEMENT

    Between

    Trussnet
Gulfstream (Dalian) Co., Ltd

    And

    Yunji
Communications Technology (China) Co., Ltd.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE OF CONTENTS

     

    
      	
              CLAUSE

            	
              PAGE

            
	 	 	 
	
              1.

            	
              SCOPE
      OF EQUIPMENTS

            	
              2

            
	
              2.

            	
              SELECTION
      OF EQUIPMENTS

            	
              2

            
	
              3.

            	
              PAYMENT

            	
              3

            
	
              4.

            	
              RIGHTS
      AND OBLIGATIONS REGARDING THE EQUIPMENTS

            	
              3

            
	
              5.

            	
              SERVICES
      IN RELATION TO THE EQUIPMENTS

            	
              5

            
	
              6.

            	
              EXCLUSIVITY

            	
              5

            
	
              7.

            	
              LIMITATION
      OF LIABILITY

            	
              5

            
	
              8.

            	
              REPRESENTATIONS
      AND WARRANTIES

            	
              6

            
	
              9.

            	
              THE
      LESSEE’S COVENANTS

            	
              7

            
	
              10.

            	
              TRANSFER
      OF PROPERTY

            	
              8

            
	
              11.

            	
              ASSIGNMENT

            	
              8

            
	
              12.

            	
              TERM

            	
              8

            
	
              13.

            	
              TERMINATION

            	
              8

            
	
              14.

            	
              CONFIDENTIALITY

            	
              9

            
	
              15.

            	
              GOVERNING
      LAW AND DISPUTE SETTLEMENT

            	
              10

            
	
              16.

            	
              MISCELLANEOUS
      PROVISIONS

            	
              10

            


    

     

    ANNEX 1
LIST OF EQUIPMENTS

    ANNEX 2
AMOUNT AND PAYMENT OF RENTAL

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    This
Equipments Lease Agreement (this “Agreement”) is made on May 23, 2008
by and between:

     

    Trussnet
Gulfstream (Dalian) Co., Ltd, whose registered office is at   , Dalian, PRC
(the “the
Lessor”);

     

    ON
THE ONE HAND

    AND

     

    Yunji
Communications Technology (China) Co. Ltd. (____________), whose registered office is at
No. 18 Xihuan Nan Road, Economic and Technology Development Zone, Beijing, PRC
(the “the Lessee”);

     

    ON
THE OTHER HAND

     

    (hereinafter
collectively referred to as the "Parties" and individually as a
"Party").

     

    WHEREAS:

     

    
      
        	
                (i)

              	
                The
      Lessee has entered into an Equipments Lease Agreement with CECT Chinacomm
      Communication Co. Ltd. (“Chinacomm”), according to which the
      Lessee will lease Equipments (as defined in Clause 1 below) to Chinacomm,
      who holds licenses for the use of 3.5G Hz spectrum in 29 major Chinese
      cities, to deploy, maintain and operate wireless broadband in such 29
      cities (the “Project”);

              
	 	 
	
                (ii)

              	
                The
      Lessor is a wholly foreign owned enterprise which is licensed to conduct
      leasing business, including inter alia, telecom equipments financial
      leasing;

              
	 	 
	
                (iii)

              	
                Adhering
      to the principles of mutual benefit in accordance with Chinese laws and
      regulations, the Parties have decided to enter into this
      Agreement.

              


      

    

     

    IT
IS AGREED AS FOLLOWS:

     

    
      
        	
                1.

              	
                SCOPE
      OF EQUIPMENTS

              
	 
      	 
      
	 
      	
                For
      the purpose of this Agreement, the term “Equipments” shall include any
      and all materials, equipments and facilities to be leased by the Lessor to
      the Lessee which are necessary for the development and operation of the
      Project.

              
	 
      	 
      
	
                2.

              	
                SELECTION
      OF EQUIPMENTS

              
	 
      	 
      
	 
      	
                Before
      purchasing any equipment to be leased to the Lessee, the Lessor shall
      obtain the Lessee’s
      confirmation on the type, vendor, specifications, quantity,
      and price of the Equipments.

              


      

    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                3.

              	
                PAYMENT

              
	 
      	 
      
	
                3.1

              	
                Rental

              
	 
      	 
      
	 
      	
                In
      consideration of the use of the Equipments, the Lessee shall pay rental to
      the Lessor  (“Rental”). Such Rental shall
      be determined and paid in accordance with Annex
  1.

              
	 
      	 
      
	
                3.2

              	
                Late
      Payment Penalty

              
	 
      	 
      
	 
      	
                In
      case of late payment of the Rental and/or any other payment obligations
      specified under this Agreement, the Lessee shall pay penalty to the Lessor
      at the interest rate of 0.1% per day of the overdue
  amount.

              
	 
      	 
      
	
                3.3

              	
                Method
      of Payment

              
	 
      	 
      
	 
      	
                Except
      for otherwise agreed by the Parties in writing, the Lessee shall pay the
      Rental and/or any other payment obligations to the Lessor by wire transfer
      to the bank account designated by the Lessor.

              
	 
      	 
      
	
                3.4

              	
                Taxes

              
	 
      	 
      
	 
      	
                Taxes,
      duties, charges and fees of any nature whatsoever in connection with this
      Agreement or any payment thereunder shall be paid and borne by the Parties
      in accordance with PRC laws and regulations.

              
	 
      	 
      
	
                4.

              	
                RIGHTS
      AND OBLIGATIONS REGARDING THE EQUIPMENTS

              
	 
      	 
      
	
                4.1

              	
                Delivery
      of the Equipments

              
	 
      	 
      
	 
      	
                The
      Lessee shall take delivery of the Equipments from the Lessor’s premise or
      other place designated by the Lessor, provided that the Lessee has carried
      out an inspection of the Equipments and signed a written statement
      certifying the acceptance of the Equipments. 

                 

                The
      Lessee shall carry out such inspection within thirty (30) business days
      upon receipt of a notice from the Lessor. In the event that the Lessee
      failed to perform such inspection within the given period, the Equipments
      shall be deemed to have been accepted by the Lessee.

              
	 
      	 
      
	
                4.2

              	
                Sublease

              
	 
      	 
      
	 
      	
                The
      Lessee shall sublease the Equipments to Chinacomm or Chinacomm’s
      subsidiary (collectively referred to as “Chinacomm”) for Chinacomm to
      carry out the Project. 

                 

                The
      Lessee shall not, during the term of this Agreement, sublease all or part
      of the Equipments to any other parties without the written authorization
      of the Lessor.

              
	 
      	 
      
	
                4.3

              	
                Use
      of the Equipments

              
	 
      	 
      
	 
      	
                The
      Lessee shall take whatever measures which are necessary with due diligence
      to ensure that the Equipments are used by Chinacomm for the correct
      functioning of the Equipments, and follows all the instructions and
      procedures specified in the specifications and/or manuals of the
      Equipments.

              
	 
      	 
      
	
                4.4

              	
                Alteration
      of the Equipments

              
	 
      	 
      
	 
      	
                If
      the Lessee or Chinacomm intends to make alterations, additions,
      improvements, and/or renovations onto the Equipments, it should notify the
      Lessor and obtain the Lessor’s approval (which should not be unreasonably
      withheld).

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                All
      such alterations, additions, improvement, and/or renovations should be
      conducted by the Lessor or contractor(s) appointed by the Lessor against
      payment of the related costs and service fee by the Lessee to the Lessor,
      which should be made in accordance with the exclusive services agreement
      between the Lessor and the Lessee (as specified in Clause 4.2
      below).

              
	 
      	 
      
	
                4.5

              	
                Maintenance
      and Repair

              
	 
      	 
      
	 
      	
                In
      relation to the maintenance and repair of the Equipments, the Lessee
      shall:

              
	 
      	 
      
	 
      	
                (i)

              	
                be
      responsible for the repair and maintenance of the Equipments at its own
      cost or at Chinacomm’s cost; and

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                report
      to the Lessor any fault occurred to the Equipments within three (3) days
      after the occurrence of such fault

              
	 
      	 
      	 
      
	 
      	
                In
      the event of failure of the Lessee to perform such maintenance and repair
      obligations, the Lessor may perform such work itself, at the expenses of
      the Lessee.

              
	 
      	 
      
	
                4.6

              	
                Risks

              
	 
      	 
      
	 
      	
                The
      Lessee shall take all necessary action to protect the Equipments from any
      risk of damage, impair, loss, or destroy. 

                 

                The
      Lessee shall bear the risks in relation to the damage, impair, loss, or
      destroy of the Equipments, which can not be attributed to the fault of
      either of the Parties.

              
	 
      	 
      
	
                4.7

              	
                Insurance

              
	 
      	 
      	 
      
	 
      	
                In
      relation to the insurance of the Equipments, the Lessee shall procure
      Chinacomm to:

              
	 
      	 
      
	 
      	
                (i)

              	
                procure
      and maintain sufficient and effective insurance against all risks
      threatening the upkeep and conservation of the Equipments, including those
      of force majeure and civil liability arising from the use thereof or the
      use thereof vis-a-vis third parties; and

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                provide
      a copy of the insurance policies (or any policies amending or replacing
      such policies in the future) and on an annual basis the receipts
      evidencing the payment of premiums under such insurance policies to the
      Lessor; and

              
	 
      	 
      	 
      
	 
      	
                The
      Lessor shall promptly provide all necessary assistance to the Lessee and
      Chinacomm to procure insurance for the Equipments.

              
	 
      	 
      
	
                4.8

              	
                Replacement
      of the Equipments

              
	 
      	 
      
	 
      	
                In
      case any item of the Equipments has become obsolete or scrapped due to
      fair wear and tear, upon its receipt of the Lessee or Chinacomm’s
      notification, the Lessor shall provide replacement of such item of
      Equipments at its own expenses. 

                 

                If
      any item of the Equipments has become obsolete or scrapped due to improper
      use or unfair wear and tear, the Lessor shall provide replacement of such
      item of Equipments at the cost of the Lessee.

              
	 
      	 
      
	
                4.9

              	
                Disposal
      of the Equipments

              
	 
      	 
      
	 
      	
                Except
      for otherwise provided in this Agreement or authorized by the Lessor in
      writing, the Lessee shall not transfer, sale, gift or make any other
      disposal of any item of the Equipments, or create any encumbrance over the
      Equipments.

              
	 
      	 
      


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                4.10

              	
                Vendor’s
      Warranty

              
	 
      	 
      
	 
      	
                The
      Lessor shall obtain on behalf of the Lessee or Chinacomm and in the Lessee
      or Chinacomm's name, from all vendors from whom it procures Equipments for
      the Project, warranties with respect to such Equipments as are reasonably
      and customarily provided by the vendor and/or manufacturer. 

                 

                The
      Lessor does not warrant that any Equipment procured for the use of the
      Lessee or Chinacomm meets or complies with the requirements of any
      Laws.

              
	 
      	 
      
	
                5.

              	
                SERVICES
      IN RELATION TO THE EQUIPMENTS

              
	 
      	 
      
	
                5.1

              	
                Services

              
	 
      	 
      
	 
      	
                To
      ensure the performance of the Equipments, the Lessee shall sub-contract
      all the technical services in relation to the deployment of the Project,
      as specified under the Exclusive Technical Services and Management
      Consulting Services Agreement which are entered into by the Lessee and
      Chinacomm, to the Lessor (“Services”).

              
	 
      	 
      
	
                5.2

              	
                Service
      Agreement

              
	 
      	 
      
	 
      	
                For
      the purpose described in Clause 4.1, the Lessee shall enter into an
      exclusive service agreement with the Lessor, according to which the Lessee
      shall exclusively subcontract all the Services to the Lessor, against
      payment of service fee to the Lessor, which is to be determined in the
      exclusive service agreement.

              
	 
      	 
      
	
                5.3

              	
                Subcontract

              
	 
      	 
      
	 
      	
                The
      Lessor may delegate or subcontract the provision of any of the Services to
      a third party when such delegation or sub-contracting is, in its
      respective judgment, appropriate and necessary for the successful
      completion of the Services.

              
	 
      	 
      
	
                6.

              	
                EXCLUSIVITY

              
	 
      	 
      
	 
      	
                The
      Lessee hereby undertakes that it will not, during the Term of this
      Agreement, either directly or indirectly or through any other person or
      entity, enter into any agreement or contractual arrangement with third
      parties, which would compete with or contravene any matter which is
      covered by this Agreement, without the express written consent of the
      Lessor.

              
	 
      	 
      
	
                7.

              	
                LIMITATION
      OF LIABILITY

              
	 
      	 
      
	
                7.1

              	
                Limitation
      of Liability

              
	 
      	 
      
	 
      	
                The
      Lessor shall not be liable to the Lessee and/or Chinacomm for any direct
      or indirect loss, liability or other damages (other than those caused by
      gross negligence, fraud or willful misconduct), including consequential
      damages, arising out of the use of Equipments by the Lessee. 

                 

                The
      lessor shall not, in its capacity of lessor, be liable to third parties
      for death, personal injury or damage to property caused by the
      Equipments.

              
	 
      	 
      
	
                7.2

              	
                Indemnity

              
	 
      	 
      
	 
      	
                In
      the absence of gross negligence or fraud or wilful misconduct on the part
      of the Lessor, the Lessee shall hold harmless and indemnify the Lessor
      and/or its employees from and against, any and all claims (and reasonable
      costs and expenses incurred while defending them) connected with the use
      of the Equipments by the Lessee or
Chinacomm.

              


      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                The
      Lessee shall assume the liabilities in relation to any property damage or
      personal injury caused by the Equipments.  In case the Lessor is
      hold liable by a court or arbitration body for such damage or injury, the
      Lessee shall reimburse the Lessor for any loss it
  suffered.

              
	 	 
	
                8.

              	
                REPRESENTATIONS
      AND WARRANTIES

              
	 
      	 
      
	
                8.1

              	
                The
      Lessor’s
      Representations and Warranties

              
	 
      	 
      
	 
      	
                The
      Lessor represents and warrants to the Lessee that:

              
	 
      	 
      
	 
      	
                (i)

              	
                it
      is a corporation duly established under the laws of Delaware, USA and has
      full power and capacity to enter into this Agreement;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                it
      has taken all necessary action for the corporate authorisation of its
      entry into this Agreement and the performance of its obligations under
      this Agreement;

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                the
      Equipments are its absolute property or in its exclusive possession
      authorized by the legal owner of the Equipments;

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                the
      Equipments are not subject to any bankruptcy, insolvency or similar
      proceeding which may affect the title on them or their
  use;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                there
      are no unsatisfied, pending or threatened judgments, actions, suits,
      claims, demands or proceedings against or affecting the Lessor, the
      execution or performance of this Agreement by the Lessor, in any court, or
      before any arbitrator or any public authority;

              
	 
      	 
      	 
      
	 
      	
                (vi)

              	
                the
      Equipments are in good condition to be used for the Project;
      and

              
	 
      	 
      	 
      
	 
      	
                (vii)

              	
                all
      the information disclosed by the Lessor are true, correct, complete and
      set forth in a manner that is not misleading.

              
	 
      	 
      	 
      
	
                8.2

              	
                The
      Lessee’s Representations and Warranties

              
	 
      	 
      
	 
      	
                The
      Lessee represents and warrants to the Lessor that:

              
	 
      	 
      
	 
      	
                (i)

              	
                it
      is a corporation duly established under the laws of the PRC and has full
      power and capacity to enter into this Agreement;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                it
      has taken all necessary action for the corporate authorisation of its
      entry into this Agreement and the performance of its obligations under
      this Agreement;

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                there
      are no unsatisfied, pending or threatened judgments, actions, suits,
      claims, demands or proceedings against or affecting the Lessee, the
      execution or performance of this Agreement by the Lessee, in any court, or
      before any arbitrator or any public authority;

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                its
      obligations under this Agreement are legally binding and enforceable
      pursuant to this Agreement;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                it
      holds valid permits or licenses required by applicable PRC laws and
      regulations in order to use the Equipments and carry out the Project;
      and

              
	 
      	 
      	 
      
	 
      	
                (vi)

              	
                all
      the information disclosed by the Lessor are true, correct, complete and
      set forth in a manner that is not
misleading.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                8.3

              	
                Liability

              
	 
      	 
      
	 
      	
                If
      any representation made by either of the Parties under this Clause 7
      proves to have been materially incorrect when made, the suffering Party
      shall be entitled to compensation for any related
  damages.

              
	 
      	 
      
	
                9.

              	
                THE
      LESSEE’S COVENANTS

              
	 
      	 
      
	
                9.1

              	
                Positive
      Covenants

              
	 
      	 
      
	 
      	
                During
      the term of this Agreement, the Lessee undertakes to the Lessor that it
      shall:

              
	 
      	 
      
	 
      	
                (i)

              	
                keep
      its operation of business in accordance with good commercial
      practice;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                promptly
      after its awareness of the same, notify the Lessor in writing of the
      details of any involvement of it or any of its material assets into any
      litigation, arbitration or administrative proceedings, court enforcement
      or attachment, detention or other similar restrictions, or any events or
      situation which may give rise to the involvement into such proceedings or
      restrictions; within three (3) Business Days after its awareness of the
      same, specifying the effect or possible effect of such involvement and the
      measures it has taken or will take as remedy;

              
	 
      	 
      	 
	 
      	
                (iii)

              	
                comply
      with the applicable laws and regulations to maintain its existence and its
      business license and to avoid any material adverse effect on (a) its
      business, operations, property, condition (financial or otherwise) or
      prospects; (b) its ability to perform its obligations hereunder; or (c)
      the validity or enforceability of this Agreement;

              
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                use
      or procure Chinacomm to use the Equipments in compliance with
      environmental law and other applicable laws;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                comply
      and procure Chinacomm to comply with all legal obligations relating to the
      health and safety of employees who carrying out work on the Equipments;
      and

              
	 
      	 
      	 
      
	 
      	
                (vi)

              	
                protect
      the Lessor's property rights in the Equipments against the Lessee's
      trustee in bankruptcy and creditors.

              
	 
      	 
      	 
      
	
                9.2

              	
                Negative
      Covenants

              
	 
      	 
      
	 
      	
                Without
      written consent from the Lessor, the Lessee shall not:

              
	 
      	 
      
	 
      	
                (i)

              	
                directly
      or indirectly engage in any business beyond the scope of business
      permitted in its business license;

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                proceed
      in liquidation, bankruptcy, dissolution, winding-up or other similar legal
      proceedings; 

              
	 	 	 
	 	(iii)
      	take
      any action that may result in any authority taking action which could be
      detrimental to the Lessor, or could have any adverse effect on the
      Equipments; and
	 
      	 
      	 
      
	 
      	
                (iv)

              	
                change
      its scope or general nature of business or modify its articles of
      association;

              
	 
      	 
      	 
      
	 
      	
                (v)

              	
                enter
      into any amalgamation, demerger, merger or corporate
      reconstruction;

              
	 
      	 
      	 
      
	 
      	
                (vi)

              	
                lease,
      transfer, assign or sale any of its material assets;
and

              
	 
      	 
      	 
      
	 
      	
                (vii)

              	
                create
      or permit to subsist any encumbrance over any of its material
      assets.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                10.

              	
                TRANSFER
      OF PROPERTY

              
	 
      	 
      
	 
      	
                Subject
      to PRC law, the ownership of the Equipments shall be transferred to the
      Lessee at the time of delivery.  As a security against the full
      payment of Rental, the Lessee shall provide all the Equipments as
      collaterals to the Lessor. 

                 

                The
      mortgage of part of the Equipments of which the purchase price amounts to
      USD50,000,000 shall be released upon the Initial Public Offering in a
      stock exchange of the Lessee.

              
	 
      	 
      
	
                11.

              	
                ASSIGNMENT

              
	 
      	 
      
	 
      	
                A
      Party may assign its rights and/or obligations under this Agreement in
      part or in whole to a third party only with the prior consent of the other
      Party. 

                 

                Notwithstanding
      the above, an assignment to a third party that controls, is controlled by,
      is under common control with, or is the legal successor of the assigning
      Party shall not require such consent.  Specifically, the Lessor
      may assign its rights and/or obligations under this Agreement to its
      direct or indirect affiliate company established or to be established in
      the PRC.

              
	 
      	 
      
	
                12.

              	
                TERM

              
	 	 
	
                12.1

              	
                Term
      of this Agreement

              
	 
      	 
      
	 
      	
                This
      Agreement shall come into force upon signing, and shall continue and
      remain valid for thirty (30) years (“Term”) unless otherwise
      extended or terminated in accordance with this
  Agreement.

              
	 
      	 
      
	
                12.2

              	
                Extension
      of the Term

              
	 
      	 
      
	 
      	
                The
      Term shall be automatically extended for additional ten (10) year
      period(s), at the Lessor’s sole discretion, subject to sixty (60) days
      prior notice served by the Lessor to the Lessee before the expiry of the
      Term.

              
	 
      	 
      
	
                12.3

              	
                Expiry
      of the Term

              
	 
      	 
      
	 
      	
                Upon
      expiry of the Term, the Lessee shall return the Equipments to the Lessor
      at the location indicated by the Lessor, in good condition and without
      damage other than normal wear and tear. The Lessee shall be responsible
      for all expenses incurred by the said return.

              
	 
      	 
      
	
                13.

              	
                TERMINATION

              
	 
      	 
      
	
                13.1

              	
                Termination
      by the Lessor

              
	 
      	 
      
	 
      	
                Each
      of the following events shall constitute an “Event of Default” of the
      Lessee under this Agreement:

              
	 
      	 
      
	 
      	
                (i)

              	
                the
      Lessee fails to pay the Rental (or any part thereof) or any payment
      obligation in accordance with the terms hereof, and such failure is not
      remedied within 90 days following the delivery of written notice thereof
      to the Lessee of such failure; or

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                the
      Lessee becomes bankrupt or insolvent, goes into liquidation, has a
      receiving or administration order made against it, or if any act is done
      or event occurs which under the PRC laws has a similar effect to any of
      these acts or events.

              
	 
      	 
      	 
      
	 
      	
                Lessor
      may elect to terminate this Agreement by giving a thirty (30)-day prior
      notice, upon the occurrence of an Event of
  Default.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 
      	 
      
	 
      	
                Such
      termination being without prejudice to the Lessor's right under this
      Agreement or applicable laws to indemnification or compensation for
      damages suffered as a result of such material breach.

              
	 
      	 
      
	
                13.2

              	
                Termination
      by the Lessee

              
	 
      	 
      
	 
      	
                The
      Lessee hereby acknowledges that the Equipments are specifically purchased
      for the use of Chinacomm as required by the Lessee, and termination of
      this Agreement will cause inestimable losses to the Lessor. Unless the
      Lessor or Gulfstream Capital Partners Ltd. (the Lessor’s affiliate) fails
      to pay the Subscription Price in accordance with the Share Subscription
      and Shareholders Agreement for the subscription of 49% of shares of
      Chinacomm Limited by the Lessor or Gulfstream Capital Partners Ltd., the
      Lessee shall not terminate this Agreement during the Term for whatever
      reasons.

              
	 
      	 
      
	
                13.3

              	
                Consequences
      of Early Termination

              
	 
      	 
      
	 
      	
                Where
      this Agreement is terminated by the Lessor in accordance with Clause 12.1
      above, the Lessee shall:

              
	 
      	 
      
	 
      	
                (i)

              	
                pay
      all the Rental due until the date of termination of this Agreement and
      penalty for late payment (if any);

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                pay
      penalty to the Lessor for the early termination, the amount of which shall
      be equal to the amount of Rental calculated from the Termination Date
      until twenty (20) years following such date, or the expiry date of this
      Agreement, which ever is the earlier; and

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                return
      all of the Equipments to the Lessor within ten (10) days after the
      Termination Date, in good state of repair and upkeep, and bear any and all
      expenses in relation to the removal and delivery of the Equipments.
      Failure of the Lessee to return the Equipments in the given time period
      shall entitle the Lessor to withdraw the Equipments by itself and the
      Lessee shall indemnify the Lessor any costs incurred
    thereof.

              
	 
      	 
      	 
      
	
                14.

              	
                CONFIDENTIALITY

              
	 
      	 
      
	
                14.1

              	
                Scope
      of Confidentiality

              
	 
      	 
      
	 
      	
                Each
      Party shall not disclose, during the term of this Agreement and for a
      period of three (3) years after termination thereof, and shall take all
      necessary measures to avoid the disclosure to any third party of any and
      all information concerning the other Party, and notably its business,
      products, technology or clients, as well as information regarding this
      Agreement, including but not limited to, the existence of this Agreement
      and the business contemplated under the Agreement ("Confidential
      Information").

              
	 
      	 
      
	
                14.2

              	
                Permitted
      Disclosure

              
	 
      	 
      
	 
      	
                Either
      Party may disclose Confidential Information to its own employees and/or
      consultants, but only to the extent such disclosure is strictly necessary
      for the negotiation or performance of this Agreement. 

                 

                Furthermore,
      either Party may disclose Confidential Information either (i) with the
      written consent of the other Party, (ii) to its agent, legal or financial
      advisor bound by a duty of confidentiality, (iii) obtained though other
      means than breach of this obligation of confidentiality; or (iv) pursuant
      to the order or requirement of a court, administrative agency, or
      regulatory body.

              
	 
      	 
      


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                15.

              	
                GOVERNING
      LAW AND DISPUTE SETTLEMENT

              
	 
      	 
      
	
                15.1

              	
                Governing
      Law

              
	 
      	 
      
	 
      	
                This
      Agreement shall be governed and construed by the published and publicly
      available laws and regulations of the PRC.

              
	 
      	 
      
	
                15.2

              	
                Dispute
      settlement

              
	 
      	 
      
	 
      	
                Any
      dispute arising from or related to this Agreement shall firstly be
      resolved through consultation by both parties based on the spirit of
      mutual understandings and friendly cooperation. 

                 

                On
      the occurrence of a specific dispute, either party may notify the other
      party in writing of the existence of the dispute and its
      contents.  If the dispute cannot be resolved through
      consultation within ninety (90) days of the issuance of the notice, either
      party may terminate the consultation and refer the dispute to China
      International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration.
      

                 

                The
      arbitration shall be conducted in accordance with CIETAC's arbitration
      rules in effect at the time of applying for arbitration. The arbitration
      tribunal shall consist of three (3) members.  The arbitral award
      shall be final and binding upon the Parties.  The arbitration
      proceedings shall be held in Beijing.

              
	 
      	 
      
	
                16.

              	
                MISCELLANEOUS
      PROVISIONS

              
	 
      	 
      
	
                16.1

              	
                Amendments

              
	 
      	 
      
	 
      	
                No
      modification, amendment, or other change to the Agreement or any of its
      Annexes will be binding on any Party unless it is made in writing and
      signed by both Parties. 

                 

                The
      Parties may amend this Agreement after the execution of this Agreement to
      satisfy the requirements of relevant PRC law.

              
	 
      	 
      
	
                16.2

              	
                Severability

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                If
      any provision of this Agreement or any part of an Annex shall be held or
      adjudged illegal, invalid or unenforceable, such provision shall not
      affect this Agreement or the Annex as a whole or the legality or binding
      effect of other provisions.

              
	 
      	 
      
	
                16.3

              	
                Non-waiver

              
	 
      	 
      
	 
      	
                No
      failure to exercise and no delay in exercising, on the part of either
      Party, of any right, power or the privilege under this Agreement nor any
      single or partial exercise thereof, or the exercise of any other right,
      power or privilege shall operate as a waiver thereof.  No waiver
      by any Party of any of its respective rights or obligations under this
      Agreement shall be effective unless it is in writing.

              
	 
      	 
      
	
                16.4

              	
                Entire
      Agreement

              
	 
      	 
      
	 
      	
                This
      Agreement and the Annexes hereto constitute the entire agreement between
      the Parties and supersede all prior discussions, negotiations and
      agreements.  The Annexes form an integral part hereof and have
      the same legal effect as this Agreement.  If there is any
      inconsistency between the provisions of this Agreement and any of the
      Annexes, the provisions of this Agreement shall prevail to the extent of
      such inconsistency.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

     

    
      
        	
                16.5

              	
                Notices and
      Communications

              
	 
      	
                (i)

              	
                Any
      notice required to be given under this Agreement shall be in writing and
      may be given by personal delivery, or delivery through courier or
      facsimile transmission as follows:

              
	 
      	 
      	
                The
      Lessor:

              	
                to
      the attention of  o o 

              
	 
      	 
      	 
      	
                Address:   o o 

              
	 
      	 
      	 
      	
                Telephone
      number:  o o  

              
	 
      	 
      	 
      	
                Fax number:   o o  

              
	 
      	 
      	
                The
      Lessee:

              	
                to
      the attention of   o o 

              
	 
      	 
      	 
      	
                Address:   o o 

              
	 
      	 
      	 
      	
                Telephone
      number:   o o 

              
	 
      	 
      	 
      	
                Fax number: 
      o o  

              
	 	 	 
	 
      	
                (ii)

              	
                All
      notices and communications under this Agreement shall be deemed to be duly
      given or made (a) in the case of communication by letter when delivered by
      hand, international courier or by registered mail or (b) in the case of
      communication by fax when transmitted properly to such fax
      number.

              
	 	 	 
	 
      	
                (iii)

              	
                A
      notice or other communication received on a non-working day or after
      business hours of the receiving Party shall be deemed to be served on the
      next following working day.

              
	 	 	 	 
	
                16.6

              	
                Language

              	 
      	 
      
	 	 
	 
      	
                This
      Agreement shall be written in English and Chinese.  Both Chinese
      and English versions shall have the same legal effect.

              
	 	 
	
                16.7

              	
                Execution

              
	 	 
	 
      	
                Each
      language version of this Agreement has eight duplicates, and is executed
      on the date first
      written above by the authorized representatives of the
      parties.

              


      

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      IN WITNESS WHEREOF, the
Parties have caused their respective duly authorized representatives to execute
this Agreement.

       

      
        	
                Trussnet
      Gulfstream (Dalian) Co., Ltd. :

              
	 
      
	
                Signature:

              	 
      	 
      
	 
      	 
      	 
      
	
                Name:

              	
                Colin
      Tay

              	 
      
	 
      	 
      	 
      
	
                Title:

              	
                Executive
      Director

              	 
      
	 
      	 
      	 
      
	
                Yunji
      Communications Technology (China) Co. Ltd.

              
	
                :

              
	
                Signature:

              	 
      	 
      
	 
      	 
      	 
      
	
                Name:

              	
                Qiu
      Ping 

              	
                 

              
	 	 	 
	 Title:	 Co-President	 


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
         

        ANNEX 1

         

        


      

      
        AMOUNT
AND PAYMENT OF
RENTAL

         

        


      

      
        	
                1.

              	
                The
      Lessor agrees that the Equipments of which the total value of the purchase
      price amounts to USD50,000,000 shall be leased to the Lessee without any
      charge.

              
	 
      	 
      
	
                2.

              	
                The
      Rental for the Equipments which are purchase outside the USD50,000,000
      expenditure shall be calculated in the method to be decided by the
      Parties, the pricing of which shall not be lower than the market price for
      financial
      leasing.

              
	 
      	 
      
	
                3.

              	
                The
      Rental shall be paid monthly to the bank account of the Lessee within ten
      (10) business days following the end of each
  month.

              


      

       

       

       

       

       

       

      13