chtl_10k-ex1007.htm


    


    EXHIBIT
10.7

     

    EXCLUSIVE
TECHNICAL SERVICES AGREEMENT

     

    between

     

    Trussnet
Gulfstream (Dalian) Co., Ltd.

     

    and

     

    Yunji
Communications Technology (China) Co. Ltd.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
OF CONTENTS

    


    
      	
              CLAUSE

            	 
      	
              PAGE

            
	 
      	 
      	 
      
	
              1.

            	
              SCOPE
      OF SERVICES

            	
              2

            
	
              2.

            	
              PERSONNEL

            	
              3

            
	
              3.

            	
              PROVISION
      OF SERVICES

            	
              4

            
	
              4.

            	
              FEES
      AND EXPENSES

            	
              4

            
	
              5.

            	
              INVOICE
      AND PAYMENTS

            	
              5

            
	
              6.

            	
              ASSISTANCE
      OF YUNJI

            	
              6

            
	
              7.

            	
              EXCLUSIVITY

            	
              6

            
	
              8.

            	
              REPRESENTATIONS
      AND WARRANTIES

            	
              6

            
	
              9.

            	
              ASSIGNMENT
      AND SUBCONTRACT

            	
              7

            
	
              10.

            	
              LIMITATION
      OF LIABILITY

            	
              7

            
	
              11.

            	
              INTELLECTUAL
      PROPERTY

            	
              8

            
	
              12.

            	
              TERM
      AND EXTENSION

            	
              8

            
	
              13.

            	
              TERMINATION

            	
              8

            
	
              14.

            	
              CONFIDENTIALITY

            	
              9

            
	
              15.

            	
              GOVERNING
      LAW AND DISPUTE SETTLEMENT

            	
              9

            
	
              16.

            	
              MISCELLANEOUS
      PROVISIONS

            	
              10

            


    

     

    ANNEX
1 DESCRIPTION OF SERVICES

    ANNEX
2 SAMPLE OF PURCHASE ORDER

    ANNEX
3 SAMPLE OF CHANGE ORDER

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    This
Exclusive Technical Services Agreement (this “Agreement”) is made on May 23,
2008 by and between:

     

    
      	
              (1)

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

            


    

     

    ON
THE ONE HAND 

     

    AND

     

    
      	
              (2)

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

            


    

     

    ON
THE OTHER HAND

     

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

     

    WHEREAS:

     

    
      	
              (i)

            	
              Yunji
      has entered into a Technical and Management Consulting Services Agreement
      with CECT Chinacomm Communication Co. Ltd. (“Chinacomm”), according
      to which Yunji will provide exclusive services 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)

            	
              Trussnet
      and its affiliates have worldwide experience and expertise in the
      designing, developing, operating and maintaining wireless telecom
      facilities;

            
	 
      	 
      
	
              (iii)

            	
              To
      assist the performance of its obligations under the Technical and
      Management Consulting Services Agreement, Yunji wishes to seek technical
      services from Trussnet and Trussnet agrees to provide such technical
      services (“Services”) to Yunji ;
      and

            
	 
      	 
      
	
              (iv)

            	
              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 SERVICES

            
	 
      	 
      
	
              1.1

            	
              Technical
      Services

            
	 
      	 
      
	 
      	
              Trussnet
      shall provide technical services to Yunji in relation to the deployment of
      the Project, including but not limited to:

            
	 
      	 
      
	 
      	
              (a)

            	
              Architectural
      and engineering;

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Site
      acquisition and construction;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              (c)

            	
              Equipment
      procurement; 

            
	 
      	 
      	 
      
	 
      	
              (d)

            	
              IT
      software systems and licensing;

            
	 
      	 
      	 
      
	 
      	
              (e)

            	
              Mesh
      point to point backhaul nodes;

            
	 
      	 
      	 
      
	 
      	
              (f)

            	
              IT
      systems hardware;

            
	 
      	 
      	 
      
	 
      	
              (g)

            	
              Project
      management;

            
	 
      	 
      	 
      
	 
      	
              (h)

            	
              Network
      management systems;

            
	 
      	 
      	 
      
	 
      	
              (i)

            	
              Value
      added platforms;

            
	 
      	 
      	 
      
	 
      	
              (j)

            	
              IP
      transit and backhaul;

            
	 
      	 
      	 
      
	 
      	
              (k)

            	
              IT
      solutions and systems;

            
	 
      	 
      	 
      
	 
      	
              (l)

            	
              Security
      and redundancy; 

            
	 
      	 
      	 
      
	 	(m)
      	Network
      optimization;
	 	 	 
	 
      	
              (n)

            	
              Other
      technical assistance as may be agreed by the Parties.

            
	 
      	 
      	 
      
	
              1.2

            	
              Description
      of Services

            
	 
      	 
      
	 
      	
              A
      detailed description of each of the foregoing Services is set forth in
      Annex 1 of this Agreement.
      The Parties may, based on the actual needs of the Project, amend Annex 1 from time to
      time.

            
	 
      	 
      
	
              1.3

            	
              License

            
	 
      	 
      
	 
      	
              If
      the performance of any of the above services requires specific
      qualification, license or permit under PRC law, Trussnet shall obtain such
      qualification, license or permit promptly, or cooperate with a third party
      which holds such qualification, license or permit to carry out such
      Services in a manner that permitted by PRC law.

            
	 
      	 
      
	
              2.

            	
              PERSONNEL

            
	 
      	 
      
	
              2.1

            	
              Staffing

            
	 
      	 
      
	 
      	
              Trussnet
      shall assign personnel as needed to meet its obligations under this
      Agreement to this Project. The personnel assigned to this Project shall
      have requisite skill, expertise, and experience to perform the
      Services.

            
	 
      	 
      
	
              2.2

            	
              Utilize
      of Resources

            
	 
      	 
      
	 
      	
              In
      the performance of its obligations under this Agreement, Trussnet shall
      have the right to utilize the personnel and resources of any of its direct
      or indirect holding companies, subsidiaries or
  affiliates.

            
	 
      	 
      
	
              2.3

            	
              Provision
      of Key Personnel

            
	 
      	 
      
	 
      	
              In
      order to assist in the performance of the Services, Trussnet shall provide
      key technical and management personnel on short term secondment, from time
      to time, as may be reasonably required by
Yunji.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      
	
              2.4

            	
              Cost
      Recovery

            
	 
      	 
      
	 
      	
              Where
      a technical or management staff of Trussnet is seconded to Yunji under
      Clause 2.3, Yunji shall pay Trussnet for the use of the seconded staff on
      a full cost recovery basis, which shall include his salary, medical
      insurance, traveling, accommodation, lodging, pension contribution,
      holiday entitlement and other benefits.

            
	 
      	 
      
	
              3.

            	
              PROVISION
      OF SERVICES

            
	 
      	 
      
	
              3.1

            	
              Purchase
      Order

            
	 
      	 
      
	 
      	
              Yunji
      shall assign work to Trussnet by issuing a purchase order (“Order”) to Trussnet
      specifying the details of the Services required, Service Fee (as defined
      in Clause 4.1 below) for such specific Services, and other terms of such
      Services which have been agreed by the Parties.

            
	 
      	 
      
	 
      	
              Each
      Order shall be in substantially the form as set forth in Annex 2 of this
      Agreement.

            
	 
      	 
      
	
              3.2

            	
              Change
      Order

            
	 
      	 
      
	 
      	
              Yunji
      shall have the right to make modifications, alterations or changes (“Changes”) to the Order
      within the scope of Services provided under this
  Agreement.

            
	 
      	 
      
	 
      	
              In
      the event that Yunji decides to make Changes, Yunji shall advise Trussnet
      in writing. Within ten (10) business days following Yunji’s request for
      changes, Trussnet shall submit to Yunji (i) a written estimate of the
      projected cost for the Changes; (ii) the effect such Changes are expected
      to have on the target date for the completion of Services; (iii) the
      potential effects the Changes may have on Trussnet’s ability to comply
      with any of its obligations pursuant to this Agreement. If the Parties
      cannot agree upon a fixed fee for such Changes, then Trussnet, if directed
      by Yunji to proceed with the Changes, shall be compensated on a time and
      materials basis plus twelve and a half percent (12.5%). Trussnet shall
      proceed to perform such Changes, only upon issuance by Yunji of an
      executed Change Order, which shall be substantially in the form as set
      forth in Annex
      4 of this Agreement.

            
	 
      	 
      
	
              3.3

            	
              Performance
      of the Services

            
	 
      	 
      
	 
      	
              Trussnet
      shall commence promptly the Services upon receipt of the Order, and
      diligently perform the Services until completion.

            
	 
      	 
      
	
              4.

            	
              FEES
      AND EXPENSES

            
	 
      	 
      
	
              4.1

            	
              Fees
      for the Services Provided by Trussnet

            
	 
      	 
      
	 
      	
              The
      fees payable by Yunji to Trussnet for the Services rendered by Trussnet
      for this Project (“Service Fee”) is to be
      determined based on the following rates (for the year
    2008):

            


    

    


    
      	
               
      

            	 
      (i)	
              Level
      I

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	[
      ●
      ]	 
      	
              0l / day

            
	 	 	 	 	 
	 
      	 
      (ii)	
              Level
      II

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	[
      ●
      ]	 	0l / day
	 
      	 
      	 
      	 
      	
               

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iii)
Level III

     

    
      	 
      	
              The
      above rates shall be reviewed annually, and the new rates shall be
      applicable as from the first day of each year. In case no special
      agreement has been reached by the Parties in this regard, such rates shall
      be increased in accordance with the increase of Consumer Purchase Index of
      China over the same period.

            
	 
      	 
      
	 
      	
              Any
      services not indicated in this Agreement shall be subject to a different
      quotation to be agreed by the Parties.

            
	 
      	 
      
	
              4.2

            	
              Fees
      for the Services Provided by Third Party

            
	 
      	 
      
	 
      	
              For
      the Services sub-contracted to the third parties in accordance with Clause
      9.2, the Service Fee shall consists of two parts: (i) the fees charged by
      the third party to Trussnet shall be fully reimbursed by Yunji to
      Trussnet; (ii) Yunji shall pay Trussnet Service fee for the supervision
      and guidance of the work conducted by the third parties, the amount of
      which should be equal to 12.5% of the fees charged by third
      parties.

            
	 
      	 
      
	
              4.3

            	
              Expenses

            
	 
      	 
      
	 
      	
              In
      addition to the payment of the Service Fee pursuant to Clause 4.1 above,
      Yunji shall reimburse Trussnet for all costs and expenses incurred by
      Trussnet for any equipment, tools, hardward, software and other materials
      which are procured for the performance of the Services and approved by
      Yunji.

            
	 
      	 
      
	
              5.

            	
              INVOICE
      AND PAYMENTS

            
	 
      	 
      
	
              5.1

            	
              Invoice

            
	 
      	 
      
	 
      	
              Trussnet
      shall invoice Yunji for the Services rendered and the technical or
      management staff seconded to Yunji, on the first day of each month,
      following the month in which the first Order was issued by
      Yunji.

            
	 
      	 
      
	 
      	
              All
      invoices shall be due and payable by Yunji within twenty (20) days of the
      date of its receipt of the invoices. Yunji shall review the invoices and
      notify Trussnet in writting within ten (10) days of its receipt of the
      invoices of any disputed item on such invoices. If any items are disputed,
      only the disputed items may be withheld from payment, but only until such
      dispute is resolved in accordance with Clause 15.2 of this Agreement.
      Yunji shall be deemed to have fully approved the invoice and waived all
      objections or disputes to the invoiced item, if it has not raised any
      objection or dispute within ten (10) days after its receipt of an
      invoice.

            
	 
      	 
      
	
              5.2

            	
              Payments

            
	 
      	 
      
	 
      	
              All
      payments to Trussnet shall be made by wire transfer to Trussnet’s bank
      account designated in the invoice for such payment.

            
	 
      	 
      
	
              5.3

            	
              Taxes

            
	 
      	 
      
	 
      	
              All
      taxes, duties, charges and fees of any nature whatsoever in connection
      with Trussnet’s performance of Services under this Agreement or any
      payment thereunder shall be the obligation of and be paid by Yunji as a
      direct expense. Trussnet shall invoice Yunji for
  such

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      
	 
      	
              taxes
      and Yunji shall pay these taxes together with other fees and expenses
      stated in the invoice.

            
	 
      	 
      
	
              5.4

            	
              Interest
      on Overdue Payments

            
	 
      	 
      
	 
      	
              If
      any payment required to be made pursuant to Clause 4 is not made within
      thirty (30) days of receipt by Yunji of the relevant invoice, Yunji shall
      be liable to pay penalty to Trussnet at the interest rate of 0.1% per day
      of the overdue amount from the date on which such payment was due until
      the date of full payment.

            
	 
      	 
      
	
              6.

            	
              ASSISTANCE
      OF YUNJI

            
	 
      	 
      
	
              6.1

            	
              Co-operation
      by Yunji

            
	 
      	 
      
	 
      	
              Yunji
      shall make available all personnel, materials and information necessary,
      and allow access to all sites and facilities for Trussnet to perform the
      Services.

            
	 
      	 
      
	
              6.2

            	
              Expatriate

            
	 
      	 
      
	 
      	
              Yunji
      shall provide assistance with necessary visas and other immigration
      matters, as well as housing and accommodation for the personnel assigned
      to the Project by Trussnet.

            
	 
      	 
      
	
              7.

            	
              EXCLUSIVITY

            
	 
      	 
      
	 
      	
              Yunji
      hereby agrees that it will not, either directly or indirectly or through
      any other person or entity, enter into any agreement or contractual
      arrangement with a third party to procure any of the Services specified in
      this Agreement, without the express written consent of
      Trussnet.

            
	 
      	 
      
	
              8.

            	
              REPRESENTATIONS
      AND WARRANTIES

            
	 
      	 
      
	
              8.1

            	
              Trussnet's
      Representations and Warranties

            
	 
      	 
      
	 
      	
              Trussnet
      represents and warrants to Yunji that:

            
	 
      	 
      
	 
      	
              (i)

            	
              it
      is a corporation duly established under the laws of the Delaware 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)

            	
              it
      will perform the Services in accordance with (a) generally accepted
      industry practices; (b) all applicable PRC laws and regulations; and (3)
      the Order and/or Change Order; and

            
	 
      	 
      	 
      
	 
      	
              (iv)

            	
              it
      will perform the Services in a good and workmanlike
  manner.

            
	 
      	 
      	 
      
	
              8.2

            	
              Yunji's Representations and
      Warranties Yunji represents and warrants to Trussnet
      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)

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

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              (iv)

            	
              it
      will comply with all laws and regulations and assume all liabilities with
      respect to the Services rendered upon its request.

            
	 
      	 
      	 
      
	
              8.3

            	
              Liability

            
	 
      	 
      
	 
      	
              If
      any representation made by either of the Parties under this Clause 9
      proves to have been materially incorrect when made, the suffering Party
      shall be entitled to compensation for any related
  damages.

            
	 
      	 
      
	
              9.

            	
              ASSIGNMENT
      AND SUBCONTRACT

            
	 
      	 
      
	
              9.1

            	
              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, Trussnet 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.

            
	 
      	 
      
	
              9.2

            	
              Sub-contract

            
	 
      	 
      
	 
      	
              Trussnet
      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.

            
	 
      	 
      
	 
      	
              Trussnet
      shall be responsible for the work conducted by third party. Trussnet will
      be entitled to receive Service Fee for such Services as if it was
      performed by Trussnet, provided that Yunji shall not be liable to pay any
      fees or disbursements to the third party providing such
      Services.

            
	 
      	 
      
	 
      	
              Trussnet
      agrees, before contracting with any third party, it shall obtain Yunji’s
      confirmation on the choice of the third party service
      provider.

            
	 
      	 
      
	
              10.

            	
              LIMITATION
      OF LIABILITY

            
	 
      	 
      
	
              10.1

            	
              Limitation
      of Liability

            
	 
      	 
      
	 
      	
              None
      of Trussnet or the third party designated under Clause 9.2 shall be liable
      to Yunji 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 Services
      provided or use of any information transferred.

            
	 
      	 
      
	
              10.2

            	
              Indemnity

            
	 
      	 
      
	 
      	
              In
      the absence of gross negligence or fraud or wilful misconduct on the part
      of Trussnet or its contractors or successors and the employees, Yunji
      shall hold harmless and indemnify Trussnet for itself and as trustee for
      its contractors, successors and the employees from and against, any and
      all claims (and reasonable costs and expenses incurred while defending
      them) connected with the performance of the
  Services.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      
	
              11.

            	
              INTELLECTUAL
      PROPERTY

            
	 
      	 
      
	
              11.1

            	
              Non-exclusive
      License

            
	 
      	 
      
	 
      	
              Drawings,
      specifications and other documents, including those in electronic form,
      prepared by Trussnet are instruments of services (“Instrument of Services”) for use solely
      with respect to the Project. Trussnet shall be deemed the author and owner
      of such instruments of Services and retain all intellectual property
      rights contained therein. Upon execution of this Agreement, Trussnet
      grants to Yunji a non-exclusive license to reproduce such instruments of
      Services solely for the purposes related to the Project. Any termination
      of this Agreement shall terminate any such license. Without prior written
      agreement of Trussnet, Yunji shall not assign, sublicense or otherwise
      transfer any license granted herein to any other party.

            
	 
      	 
      
	
              11.2

            	
              Data
      Products and Software

            
	 
      	 
      
	 
      	
              All
      software licensed to be used by Trussnet in the performance of Services is
      and shall remain the licensed property of Trussnet. Trussnet shall own
      exclusively the rights to any software, program, algorithm or other
      copyrightable material that was owned by or licensed to Trussnet,
      regardless of the use or presence of such material in the creation of any
      work product or deliverable for Yunji.

            
	 
      	 
      
	
              12.

            	
              TERM
      AND EXTENSION

            
	 
      	 
      
	
              12.1

            	
              Term
      of this Agreement

            
	 
      	 
      
	 
      	
              This
      Agreement shall come into force upon signing, and shall continue and
      remain valid for ten (10) 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 five (5) year
      period(s), at Trussnet’s sole discretion, subject to sixty (60) days prior
      notice served by Trussnet to Yunji before the expiry of the
      Term.

            
	 
      	 
      
	
              13.

            	
              TERMINATION

            


    

    


    
      	
              13.1

            	
              Events
      of Default

            
	 
      	 
      
	 
      	
              (a)

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

            
	 
      	 
      	 
      
	 
      	 
      	
              (i)

            	
              Yunji
      fails to pay the Service Fee (or any part thereof) or any Invoice in
      accordance with the terms hereof, and such failure is not remedied within
      90 days following the delivery of written notice thereof to Yunji of such
      failure;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              Trussnet
      fails to provide the Services and such failure continues for a period of
      90 days following notice from Yunji to Trussnet of the
      failure;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (iii)

            	
              A
      party 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; and

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (iv)

            	
              Trussnet
      or Gulfstream Capital Partners Ltd. (Trussnet’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 Trussnet or Gulfstream Capital Partners
  Ltd.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              The
      election by the non-defaulting party to terminate this Agreement under
      Clause 13.2(b) shall not prejudice any other rights and remedies of the
      non-defaulting party under this Agreement or in law.

            
	 
      	 
      	 
      	 
      


    

    


    
      	
              13.2

            	
              Termination

            
	 
      	 
      
	 
      	
              This
      Agreement shall terminate:

            
	 
      	 
      
	 
      	
              (a)

            	
              upon
      the mutual agreement of the Parties; or

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              at
      the election of the non-defaulting party by giving a 30-day prior notice,
      upon the occurrence of an Event of Default.

            
	 
      	 
      	 
      
	
              14.

            	
              CONFIDENTIALITY

            
	 
      	 
      
	
              14.1

            	
              Scope
      of Confidentiality

            
	 
      	 
      
	 
      	
              Each
      Party shall not disclose, during the term of this Agreement and for a
      period of five (5) 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.

            
	 
      	 
      
	
              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.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      
	 
      	
              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.

            
	 
      	 
      
	
              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.

            
	 
      	 
      
	
              16.5

            	
              Notice

            
	 
      	 
      
	 
      	
              (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:

            


    

    


    
      	 
      	
              To
      Trussnet:

            	
              to
      the attention of o o

            
	 
      	 
      	
              Address: o o

            
	 
      	 
      	
              Telephone
      number: o
      o

            
	 
      	 
      	
              Fax
      number: o o

            
	 
      	
              To
      Yunji:

            	
              to
      the attention of o o

            
	 
      	 
      	
              Address: o o

            
	 
      	 
      	
              Telephone
      number: o
      o

            
	 
      	 
      	
              Fax
      number: o o

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              (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.

            
	 
      	 
      	 
      
	
              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

     

    DESCRIPTION
OF SERVICES

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    ANNEX
2

     

    SAMPLE
OF PURCHASE ORDER

    Purchase Order No. :  o
o

     

    Date:
______o___________     ______________
__

     

    Trussnet
is hereby requested to provide the Services set forth below, subject to the
terms and conditions set forth herein and in accordance with the provisions of
this Agreement.

    


    
      	
              1.

            	
              Assignment: The
      following describes the Services shall be performed by
      Trussnet:

            
	 
      	 
      
	 
      	
              [Insert
      detailed description of Services – include attachments as
      appropriate]

            
	 
      	 
      
	
              2.

            	
              Service Fee: o o

            
	 
      	 
      
	
              3.

            	
              Invoicing Schedule: o o

            
	 
      	 
      
	
              4.

            	
              Payment Invoices: o o

            
	 
      	 
      
	
              5.

            	
              Schedule of Services: o o

            
	 
      	 
      
	
              6.

            	
              Agreement:  This
      Purchase Order shall be appended on this Agreement and is incorporated
      therein by reference.  All of the terms and conditions of this
      Agreement shall apply to the provision of Services hereunder; however, in
      case of conflict, the terms of this Agreement shall
  govern.

            


    

    


    
      	 
      	
              Yunji

            	
              Trussnet

            
	 
      	 
      	 
      
	 
      	
              By:
      _________________________________________

            	
              By:
      _______________________________

            
	 
      	 
      	 
      
	 
      	
              Name:
      _______________________________________

            	
              Name:
      _____________________________

            
	 
      	 
      	 
      
	 
      	
              Title:
      ________________________________________

            	
              Title:
      ______________________________

            
	 
      	 
      	 
	 
      	
              Date:
      ________________________________________

            	
              Date:
      ______________________________

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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        15

        
          

        

      

      
        
        

      

    

     

    ANNEX
3

     

    SAMPLE
OF CHANGE ORDER

     

    
      	
              Authorization
      No.: ________________________________

            	
              Site
      Name : ______________________________

            
	
              Date:
      ___________________________________________

            	
              Site
      No. : ________________________________

            
	 
      	
              (Attach
      list if multiple sites are
affected)

            


    

     

    Effect
on target date for completion of Purchase Order: __Yes __No

     

    Trussnet
has been requested to perform the following services in the nature of
Changes:

     

               [Description]

     

    Estimated
number of hours required to perform above:

     

    
      	
               

            	
              Estimated

            	
               

            
	
               
      Job
      Category

            	
              No.
      of Hours

            	
               
      Hourly
      Rate

            
	 
      	 
      	
              $

            
	 
      	 
      	
              $

            
	 
      	 
      	
              $

            
	 
      	 
      	
              $

            
	
              Estimated
      Total Cost

            	 
      	
              $

            


    

     

    Should
Trussnet spend less time to perform the Changes described above, Yunji will be
invoiced for the lower number of hours at the rates indicated. Trussnet will
advise Yunji if Trussnet estimates that more time may be required to perform the
Changes.

     

    This
Change Order is issued subject to and is hereby incorporated by reference into
this Agreement and all applicable Orders issued thereunder. In case of a
conflict between this Change Order and this Agreement, this Agreement shall
control.

     

    Accepted
and Approved by the Parties

    


    
      	
              Chinacomm’s
      Authorized Representative

            	
              Trussnet’s
      Authorized Representative

            
	 
      	 
      
	
              By:
      ___________________________________________

            	
              By:
      __________________________________

            
	 
      	 
	
              Name:
      _________________________________________

            	
              Name:
      ________________________________

            
	 
      	 
      
	
              Title:
      _________________________________________

            	
              Title:
      _________________________________

            
	 
      	 
      
	
              Date:
      _________________________________________

            	
              Date:
      _________________________________

            


    

     

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    16