EXECUTIVE
SERVICES AND SEPARATION AGREEMENT


 


This
Executive Services and Separation Agreement (the “Agreement”) is entered into as of this 11th day of December
2017 between Ethan Chuang (the “Executive”) and Mercari Communications Group, Ltd. (the “Company”).


 


The
Executive has been employed by the Company as an officer and has served as a director of the Company;


 


The
Company and the Executive have agreed to terminate their relationship and the Company has determined to compensate the Executive
for services rendered as provided herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises herein, the receipt and sufficiency of which are hereby acknowledged
by each party, the Executive and the Company agree as follows:


 


	1.	Termination
    of Relationship. The Executive’s engagement by the Company and his service as a director of the Company shall
    terminate on the date the Company acquires AiXin (BVI) International Group Co., Ltd. (the “Separation Date”).
    The Executive acknowledges that he has received, or will receive pursuant to the terms of this Agreement, any and all payment
    for wages, accrued unused vacation, if any, other fringe benefits, if any, equity compensation, if any, and reimbursable and
    properly documented and submitted business expenses, if any, to which the Executive is entitled through the Separation Date.
    
	 	 
	2.	Release.
    Except as provided in this Agreement, the Company hereby releases Executive from, and agrees not to bring any action,
    suit or proceedings against Executive, with respect to any acts or omissions disclosed by Executive to, or known by, independent
    members of the Company’s Board of Directors prior to the Separation Date.
	 	 
	3.	Consideration.
    In consideration for the Executive’s services, releases, promises, and representations in this Agreement and provided
    the Executive complies with his obligations under this Agreement, the Company will issue to Executive 15,074,695 shares of
    the common stock of the Company.
	 	 
	4.	General
    Release and Agreement Not to Sue. In exchange for the issuance of the shares provided for herein, the Executive hereby
    releases the Company from, and agrees not to bring any action, suit or proceedings against the Company, with respect to any
    acts or omissions prior to the Separation Date.
	 	 
	5.	Consulting,
    Cooperation and Assistance.


 


	 	A.	Cooperation
    and Assistance. For 12 months following the Separation Date, the Executive will voluntarily cooperate with the Company
    in connection with any matters or issues related to his engagement with the Company and his service as a director of the Company.
    Executive will voluntarily provide thorough and accurate information and testimony to or on behalf of the Company or any of
    its subsidiaries or any other entity related to the Company as relates to matters in which he was involved, regarding any
    investigation, litigation, or claims initiated by or brought or threatened against the Company, including any government agency
    investigation, or any dispute between the Company and any current employee, former employee, agent, consultant, vendor, supplier,
    or customer of the Company arising from or related to any act or omission that actually or allegedly occurred during the Executive’s
    engagement by the Company. Except as may be required by law, the Executive will not disclose or discuss with anyone who is
    not directing or assisting the Company in any investigation, litigation, claim, or dispute covered by the previous sentence,
    other than the Executive’s attorney, the fact of or the subject matter of the investigation, litigation, claim, or dispute.
    The Executive will cooperate fully with the Company as relates to matters in which he was involved, in promptly supplying
    thorough and accurate information and testimony during the handling or resolution of any such investigation, litigation, claim,
    or dispute. If the Executive receives a subpoena, becomes subject to any legal obligation that may require him to take any
    action otherwise prohibited by this section, or receives any request, whether informal or formal, to provide information he
    shall, as soon as possible but in any case within five days, provide notice of that fact to the Company.


 




    	 



    	 



    

 


	 	B.	Other
    Employment. Nothing in this Section prevents Executive from accepting and beginning full time employment with another
    employer.


 


	6.	Confidential
    Information and Return of Company Property.


 


	 	a.	The
    Executive acknowledges and agrees that the Confidential Information (as defined below) of the Company obtained during the
    course of his employment by the Company is the property of the Company. The Executive will never, directly or indirectly,
    disclose, publish or use any Confidential Information of which the Executive has become aware, whether or not such information
    was developed by him. All duties and obligations set forth in this Agreement regarding Confidential Information shall be in
    addition to those which exist under the common law.
	 	b.	As
    used in this Agreement, “Confidential Information” means information that is not generally known to the
    public and that was or is used, developed or obtained by the Company, in connection with its businesses, including but not
    limited to:


 


	 	i.	products
    or services, unannounced products or services, product or service development information (or other proprietary product or
    service information);
	 	 	 
	 	ii.	fees,
    costs, bids and pricing structures and quotations or proposals given to agents, customers, sureties, suppliers, or prospective
    customers, agents, sureties or suppliers, or received from any such person or entity;
	 	 	 
	 	iii.	accounting
    or financial records;
	 	 	 
	 	iv.	strategic
    business plans;
	 	 	 
	 	v.	information
    system applications or strategies;
	 	 	 
	 	vi.	customer
    and vendor lists and employee lists and directories;
	 	 	 
	 	vii.	marketing
    plans, bidding strategies and processes, and negotiation strategies, whether past, current, or future;
	 	 	 
	 	viii.	accounting
    and business methods;
	 	 	 
	 	ix.	legal
    advice and/or attorney work product;
	 	 	 
	 	x.	trade
    secrets and other proprietary information;
	 	 	 
	 	xi.	information,
    analysis or strategies regarding acquisitions, mergers, other business combinations, divestitures, recapitalizations, or new
    ventures; and
	 	 	 
	 	xii.	nonpublic
    information that was acquired by the Executive concerning the requirements and specifications of the Company’s or any
    other GLDD Entity’s agents, vendors, contractors, customers, or potential customers.


 


	 	c.	Notwithstanding
    Section 6.b, Confidential Information does not include any information that: (i) is publicly disclosed by law or pursuant
    to, and to the extent required by, an order of a court of competent jurisdiction or governmental agency; (ii) becomes publicly
    available through no fault of the Executive; or (iii) has been published in a form generally available to the public before
    the Executive proposes to disclose, publish, or use such information.
	 	 	 
	 	d.	The
    Executive agrees that on the Separation Date he will return to the Company all Confidential Information and all property of
    the Company that is in the Executive’s possession, custody or control, including but not limited to all originals, copies,
    or embodiments of any:


 


	 	i.	keys
    and access cards;
	 	 	 
	 	ii.	computer
    hardware (including but not limited to all personal computers, laptop computers, iPhones, Blackberries, other personal data
    assistants, back-up drives and the contents thereof, as well as any passwords or codes needed to operate such equipment;
	 	 	 
	 	iii.	computer
    software and programs, data, diskettes, CDs, DVDs, thumb-drives or other removable data storage devices, and other embodiments
    of electronic data (including, without limitation, any materials in any online or other third party storage media, as well
    as any passwords or codes needed to access such software, programs, data, and storage media);


 




    	 



    	 



    

 


	 	iv.	materials,
    papers, books, files, memoranda, correspondence, e-mails, notes, documents, records, photographs, manuals, notebooks, program
    listings, flow charts, policies, customer information, customer lists, vendor information and lists, pricing information,
    marketing information, specifications, plans, data base information and/or lists, and mailing lists, that the Executive has
    or had relating to the Company, or any customers, contractors, vendors, agents, employees, plans, designs, contracts, agreements,
    strategies, inventions, systems, policies, and/or practices (whether those materials are on paper or in an electronic format).


 


The
Executive agrees not to keep any originals, copies, or embodiments of any such property or information in any form, and not to
disclose their contents to any other person.


 


	7.	No
    Admission. This Agreement is not an admission by any of the either party to this Agreement that any action that either
    or any of them has taken or has failed to take with respect to the other party was wrongful, unlawful, in violation of any
    local, state, or federal constitution, law, statute or regulation, or capable of inflicting any damages or injury on such
    other party, and Executive and the Company specifically deny any such wrongdoing or violation.
	 	 
	8.	Mutual
    Non-Disparagement. The Executive agrees not to make any oral or written statement to anyone that disparages the Company.
    The Company agrees that its officers and directors will not make any oral or written statement to anyone that disparages the
    Executive.
	 	 
	9.	Entire
    Agreement. This Agreement (including the Appendices) contains the entire agreement and understanding between the Executive
    and the Company concerning any of the matters described herein, and supersedes any and all prior agreements (including any
    employment agreement), discussions, negotiations, understandings, and proposals of the parties. The terms of this Agreement
    cannot be changed except in a later document signed by the Executive and an authorized officer of the Company.
	 	 
	10.	Governing
    Law; Venue. This Agreement shall be governed by the laws of the State of New York, without giving effect to any principles
    regarding conflicts of laws. The parties will bring and pursue any legal or equitable proceeding relating to or arising under
    this Agreement only in the courts of New York County, New York. Each party consents to and agrees never to challenge the personal
    jurisdiction or venue of those courts, and agrees that they are a fair and convenient place to conduct any such proceeding.
	 	 
	11.	No
    Presumption. This Agreement shall be interpreted and construed as if all of its provisions were drafted jointly by
    the parties, and no party is entitled to the benefit of any rule of construction with respect to the interpretation of any
    term, condition, or provision in favor or against any drafter of this Agreement. This Agreement shall be interpreted and construed
    in accordance with the plain meaning of its terms and not strictly for or against either party.
	 	 
	12.	Headings.
    The headings in this Agreement are for the convenience of the parties and shall not affect its meaning or interpretation.
	 	 
	13.	No
    Waiver. Either party’s failure to insist upon strict compliance with any part of this Agreement, or its failure
    to assert any right it may have hereunder, will not be considered a waiver of that or any other part of or right under this
    Agreement unless the waiver is in writing and signed by the party that is waiving its rights.
	 	 
	14.	Binding.
    The terms of this Agreement shall be binding upon and inure to the benefit of the heirs, estates, predecessors, affiliates,
    assigns, attorneys, officers, directors, employees, agents and representatives of the parties.
	 	 
	15.	Knowing
    and Voluntary Waiver. The Executive acknowledges and agrees that:


 


	 	a.	he
    has carefully read all parts of this Agreement and fully understands their meaning;
	 	 	 
	 	b.	he
    had the opportunity to take up to 21 days after receiving this Agreement to decide whether to sign it;
	 	 	 
	 	c.	the
    Company hereby has advised him that he should consult with an attorney before signing it;
	 	 	 
	 	d.	he
    is signing this Agreement knowingly, voluntarily, and without any coercion or duress; and
	 	 	 
	 	e.	the
                                         only consideration the Executive is receiving for signing this Agreement is described
                                         in the Agreement itself, and no other promises or representations of any kind have been
                                         made to cause her to sign it.

        



 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written above.


 


	Mercari
    Communications Group, Ltd.	 	 
	 	 	 	 
	By:	/s/
    Quanzhong Lin	 	/s/
    Ethan Chuang
	 	Quanzhong
    Lin	 	Ethan
    Chuang
	 	Chief
    Executive Officer