Exhibit 10.1


 





Contract No.;


 


Technical Development
(Commission) Contract


 


Project name: OMG Card (B2C, O2O Whole
Industry Chain Service Platform Based on Membership Consumption System) 


 


Client (Party A1): ChinaNet Online Holdings,
Inc.


 


Joint client (Party A2, referred to as “Party
A” separately or jointly with Party A1): ChinaNet Online Technology Co., Ltd.


 


Assignee (Party B): REDRUN LIMITED


 


Term of validity: three years


 


 


 


 


 


 


 


 



    


    


    
















Technical Development Commission Contract


 


Client (Party A1): ChinaNet Online Holdings,
Inc.


Domicile: Nevada, USA


Legal representative: Cheng Handong


Project contact: Xing Hailong


Contract address: No. 6 Building, Yuquan
Huigu, No.3, Minzhuang Road, Haidian District, Beijing


Mob: 1891 129 9680


 


Joint client (Party A2, referred to as “Party
A” jointly with Party A1): ChinaNet Online Technology Co., Ltd.


Domicile: Taiwan


Legal representative: Zhu Kai


Project contact: Zhu Kai


Contact address: F/4, No. 1, Yuandong Road,
Banqiao District, New Taipei City, Taiwan


Mob: 1352 283 1530


 


Assignee (Party
B): REDRUN LIMITED


Domicile: Hong Kong


Legal representative: Feng Jianxin


Project contact: Feng Jianxin


Contact address: Unit 04, 7/F, Bright Way
Tower, No.33 Mong Kok Road, Kowloon, HK.


Mob: 1381 180 5248


 


 


 


 


 



    


    


    




In this Contract, Party A jointly commissions
Party B to research and develop OMG Card (B2C, O2O Whole Industry Chain Service Platform Based on Membership Consumption System),
Party A, according to the agreement herein, pays the research and development (R&D) fund and compensation and Party B receives
the commission and conducts this R&D work. Through equal consultation of all parties, on the basis of true and full expression
of their respective willing, the following Agreement has been reached and shall be abided by each party in accordance with the
regulations of the Contract Law of People's Republic of China.


 


Article I Requirements of the R&D
project herein are as follows:


		1.	Big membership management function based on the blockchain technology



 


Big membership
interaction function:


Establishing
the consumption member interaction mechanism between merchants and individuals of the whole industry using blockchain technology
based on tamper-proof information guarantee, such as, information resource management, advertisement information push, real-time
information push, coupon push, integral assets transfer.


 


Big membership
sharing function:


Establishing
a big member system database system produced based on the distributed technology. OMG Card platform provides trusted merchants
with the trust information sharing mechanism based on tamper-proof membership ranking, industry category, authority level and other
conditions via the distributed database system.


 


Whole industry
business friend circle function:


Building a
whole industry business friend sociable interaction system based on the distributed database system. OMG Card platform trusted
merchant members can build business friend circles between different industries to achieve the distributed sharing mechanism in
different forms so as to realize diversified, trusted business channels and customer development channels.






    


    


    

 


		2.	One-card-management distributed account book management function



Consumption
bookkeeping function:


Establishing
a one-card-management account book management system so that the consumers can easily realize their personal financial management,
bookkeeping, statistics, analysis, smart remainders, budget outlays, credit value management, etc.


 


Information
statistics function:


Doing information
statistics from the track of a series of individual demand activities including clothing, eating, living and traveling, build a
distributed consumption database system, enhance the credit value of users, so that users can understand themselves and the world
through data and find how to interact with the society.


 


Intelligent
analysis and data visualization function:


Building an
intelligent analysis system to make humane and living data. OMG Card platform data analysis system turns the data more visualization
and humanization, and digitalizes the life in visible form.


 


Humanistic
care functions with humanization:


Facing to
the data statistic form, OMG Card platform understands the psychological activities, preference, and behavior trend of users in
an intelligent manner rather than simply feedback to users, thus determining the user's emotional value and selectively feedback
valuable, readily comprehensible data form.


 


		3.	Big data ad behavior targeting advertising



Location based
service:


Building a
big data precise analysis system, and according to the result after analysis by system, achieve the precise advertising in multiple
dimensions including the classification, region, user preference, demand target, emotional trend.


 


Preference
based service:


The final
purpose of advertising and activation of the demand motivation of users is to produce purchasing deeds, build OMG Card big data
system, analyze user preference, understand real needs of users, according to preference data of users, form the user consumption
habit so as to achieve preference advertisement release.






    


    


    

 


		4.	Big data statistical analysis function



Intelligent
statistics and data visualization function:


Establishing
an intelligent system focusing and tracking user data, and make those behavior data become more and more valuable. OMG Card intelligent
statistic system tracks the occurrence of user behaviors, records the behaviors with data (not limited to commercial deeds), so
as to make data truly useful.


 


		5.	Transaction log value added



Point awarding
system based on the blockchain technology:


Building an
accumulated point awarding system written by blockchain technology, conduct offline consumption and online sharing, do favorable
activities in membership form so as to obtain a digital bookkeeping voucher reward written by block chain technology. This
accumulated point voucher can be consumed, transferred as valuable asset voucher.


 


Universal
accumulated points system based on the blockchain technology:


Establishing
a universal accumulated point system. The digital awarding voucher can be used in any place where voucher trading can be accepted,
transferred, and deducted for consumption, etc.


 


		6.	Blockchain technology security function



Credit system:


Building a
credit system based on the blockchain technology security function. The credit system of OMG Card not only includes the assessment
system, but a series of security system of products and services, and valuable integrating system to ensure the value existence
and dependability of products, services, and users.


 



    


    


    




Equipment requirements:


Ensure normal running
of software program. Specific requirements are as follows:


		(1)	Blockchain bottom system: the architecture should be above Centos 6.5 64-bit version



		(2)	Business system: it can run on iOS 9 and Android 4.4 version and above



		(3)	Account book system: browser running of Chrome 11, IE 10 version and above is supported;



 


Article II Party B shall submit
the R&D plan to Party A within fifteen days after this Contract takes effect. The R&D plan shall include the main contents
as follows:


		1.	Project organizational structure: it should include the introduction of position responsibilities
and main members of project teams;



		2.	Project implementation scheme: project initiation; software development; installation, debugging,
training, user trial and software redevelopment, and preliminary test of system under test environment; installation, debugging,
training, system trial running and software maintenance development, and terminal test of system under trail environment;



		3.	After -sales service: system usage training and daily maintenance consulting.



 


Article III Party B shall complete
the R&D according to the flowing schedule:


1. Complete the
basic survey of OMG Card project before December 30, 2017; for avoidance of doubts, each party confirms that Party B has finished
such basic survey on February 1, 2018;


2. Complete the
basic prototype design of OMG Card platform and application software before March 30, 2018;


3. Basically finish the development of
OMG Card platform and application software framework before October 30, 2018;


4. Complete the internal basic test running
of OMG Card system before December 31, 2018;


5. Complete the installation testing of
OMG Card system, and offer use training before June 30, 2019;


 



    


    


    




Article IV Party A shall provide
Party B with the technical data and coordination matters as follows:


1. Technical data list:
System Design Requirement, Departmental Function Description and Organizational Structure Related to Systematic
Construction, Systematic Training Plan Schedule and Software Instructions.


2. Time and method for
offering: System Design Requirement shall be offered within 3 working days after the signing of the contract; Systematic
Training Plan Schedule shall be offered before the system training. The offering shall be made in written form, affixed with
the official seal. Departmental Function Description and Organizational Structure Related to Systematic Construction can be offered
in oral or paper materials during the investigation and study.


3. Other coordination
matters: coordinate Party B in demand survey.


 


After the performance
of this Contract is completed, the aforesaid technical data shall be processed according to the following method: Party B will
place the data on file, and sign a confidential agreement and shall not disclose it.


 


Article V Party
A shall pay the R&D fund and compensation as per the following method:


1. The
total amount of R&D fund and compensation is USD (in words): Four Million, Five Hundred Thousand Only.


 


2. The
R&D fund and compensation will be paid to Party B by Party A in installments. The specific payment method and time is as follows:


(1) On
condition that within 60 working days from December 30, 2017, the formal contract is signed after the first survey is finished,
Party A1 shall make the down payment to Party B of the contract within 15 working days from the signing of the contract, totaling
40% of the total contract price, in USD (in words): One Million, Eighty Hundred Thousand Only.


(2) When
the basic prototype design of OMG Card platform and application software is completed, Party A1 will make the second payment
of this project to Party B within 5 working days, totaling 10% of the total contract price, in USD $: Four Hundred and Fifty
Thousand Only.






    


    


    

 


(3) When
the general framework of OMG Card platform and application software is built, Party A1 will make the third payment of this
project to Party B within 5 working days, totaling 25% of the total contract price, in USD $: One Million, One Hundred and
Twenty five Thousand Only.


(4) When
the development of OMG Card platform and application software is basically completed, and internal test running is conducted
in Party B, meanwhile, after the running result is communicated to and agreed by Party A, Party A1 will make the fourth
payment of this project to Party B within 5 working days, totaling 20% of the total contract price, in USD (in words): Nine
Hundred Thousand Only.


(5)
After the installation of the system and equipment is finished in Party A, upon putting into running test, and the final test
is made by Party A, qualified (the time for final test shall be agreed by Party A and Party B, but the longest period shall
be no more than 3 months after the qualification of final test), Party A1 shall pay the balance of the project, namely 5% of
the total contract price, in USD (in words): Two Hundred and Twenty five Thousand Only.


 


3. The designated collection
account by Party B:


Account name:
RedRun Limited


Bank of deposit:
Hang Seng Bank Limited


Account No.: 390648467883


 


Article VI The R&D fund and
compensation of this Contract will be used by Party B in a way of independent distribution, and Party A has the right to inspect
the situation of R&D and usage of R&D fund by Party B in the way of supervision, without hindering the normal work of Party
B.


 


Article VII The
changes of this Contract must be negotiated by each party through consensus, and confirmed in a writing form.


 



    


    


    




Article VIII Without
the agreement of Party A, Party B shall not transfer part of or all of research work of the project herein to a third party.


 


Article IX During
the performance of this Contract, if technical difficulties occur that are hard to overcome under the existing technique condition
which results in the failure of the research and development or part of it, and causes losses of one party or other parties, each
party shall bear risk losses agreed as follows, which shall be settled through negotiation.


 


All the parties have
determined that the technical risk of the project herein shall be identified with the method negotiated by all parties. The basic
contents of the affirmed technical risks shall include the existence, scope, extent and loss degree of the technical risks.


 


The basic conditions
for identification of technical risks include:


1. This contract project
has enough difficulty under the existing technical level condition;


2. Party B has no
failure in terms of subjectiveness and the failure of R&D has been confirmed as reasonable


 


In case that one party
finds the existence of technical risk which might cause failure of R&D or part of R&D, it shall notify the other party
within 10 days and take proper measures to reduce losses. On condition that the failure of giving notice on time or failure of
taking proper measures results in the expansion of losses, the responsibility in compensation for the expanding losses shall be
assumed.


 


Article X During
the performance of this Contract, the technique as the object of R&D has been publicized by others (including publicity in
the way of patent right), Party B shall notify the other party of rescinding the contract within 15 days; if the overdue notice
is made and the losses of the other party are caused, the other party shall be entitled to demanding compensation for such losses.


 



    


    


    




Article XI All
parties confirm that the confidentiality obligations shall be kept by them as follows:


Party A:


1. Confidentiality
contents (including technical information and operation information): key techniques shall not be disclosed to a third
technical company.


2. Scope of
personnel involved in confidentiality: all the personnel involved


3. Confidentiality
period: three years


 


Party B:


1. Confidentiality
contents (including technical information and operation information): as for all the information, data and materials known
and used (including but not limited to the confidentiality information like the computer program, product plan, flow chart,
market and sales information, know-how and commercial secrets owned or provided by Party A) that belong to Party A or
provided by Party A, Party B shall not spread to a third party or in the range beyond this contract for use; after the
closing of this contract, Party B shall not retain the confidential information, data and materials involved in this project
in any form.


2. Scope of
personnel involved in confidentiality: all the personnel who engage in development.


3.
Confidentiality period: three years.


4.
Disclosure responsibility: bearing all the losses incurred to Party A or the losses after examination and assessment
by relevant agencies accepted by Party A.


 


Article XII Party
B shall deliver the R&D results in the following method:


1. The
delivery method and amount of the R&D results: delivery by mail or delivery on site: one set of equipment and software
program.


2.
Delivery time and place of the R&D results: completion and submission to Party A before June 30, 2019.


 


Article XIII All
parties confirm that the acceptance of the R&D results completed by Party B shall be conducted according to the standard and
method accepted by Party A: after the installation and debugging by Party B, Party A shall be notified for arranging acceptance
within 5 working days. If the products are unqualified during examination and acceptance, Party B shall be responsible for providing
products that meet the quality requirement agreed herein again within the agreed period.


 



    


    


    




Article XIV Party
B shall ensure that R&D results it deliver to Party A do not infringe legal rights and interests of any third party, and in
case that a third party accuses Party A of technique infringement, Party B shall bear all the results incurred thereby. Any laws
and rules of China shall not be breached. Otherwise, in case of Party A being penalized, Party B shall bear all the consequences
arising from this.


 


Article XV All
parties determine that the R&D results and relevant attribution of right of intellectual property generated due to the performance
of this Contract shall be handled as per the method 1 as follows.


1. Party A enjoys
the right to apply for a patent.





The usage and distribution
method of related interests after the acquisition of patent are as follows: enjoyed by Party A.





2. They will be
handled by technical secret approach. The ownership of usage and transfer right and interests arising therefrom shall be dealt
with as agreed:


(1) Use
right of technical secret: enjoyed by Party A


(2) Transfer
right of technical secret: enjoyed by Party A


(3) Distribution
method of relevant interests: enjoyed by Party A


 


All parties specially
agree on ownership of the right of intellectual property related to this Contract as follows: the software intellectual property
of a third party used in the development belongs to the third party, and the copyright of the original software of Party B used
during the development still belongs to Party B. For avoidance of doubts, after paying the total contract price under this Contract,
Party A shall enjoy the entire ownership and corresponding intellectual property rights of achievements involved in OMG Card under
this Contract; unless otherwise agreed by the parties, the copyright, trademark right, software copyright, right to apply for a
patent, patent right produced for the execution of this Contract shall be solely owned by Party A. Except as otherwise provided
in this Contract, Party B shall not enjoy any right of the aforesaid achievements, and shall not voluntarily use or allow any third
party to use such achievements in any form without permission.


 



    


    


    




Article XVI Party
B shall not voluntarily transfer the R&D development results to a third party without permission before delivery them to Party
A. Otherwise, Party B shall return all the payments made by Party A and compensate losses caused to Party A therefrom.


 


Article XVII The
R&D personnel who complete this contract project of Party B enjoys the right to indicate the accomplisher of technical achievements
and related certificates of honor, awards on relevant technical achievement documents.


 


Article XVIII
The properties including the equipment, appliances, materials related to the R&D purchased with the R&D fund shall belong
to Party B.


 


Article XIX All
parties concerned determine that Party B shall, as requested by Party A, after delivery of the R&D achievements, provide technical
guidance and training to the designated personnel of Party A or offer technical services related to the usage of such R&D results.


1. Technical
service and guidance contents: use and maintenance of software and system.


2. Location and
use method: Providing free training in the location provided by Party A.


 


Article XX All
parties confirm that: if either party breaches the regulations of this Contract causing the stagnation, delay or failure of the
R&D, except as specified below, and resulting in other party bearing any expense, responsibility or incurring losses, the breaching
party shall compensate the performing party for the aforesaid any losses (including but not limited to the interests and attorney
fee paid or lost due to breach of contract).



    


    


    


  


Meanwhile, each party
further agrees and confirms that:


1. In case that
Party B breaches the provisions of Article III in this Contract, it shall pay the liquidated damages to Party A, amounting to 5%
of the total contract price.


2. On condition
that Party A breaches the provisions of Article IV in this Contract, it shall pay liquidated damages to Party B, amounting to 5%
of the total contract price.


 


Article XXI All
parties confirm that Party A is entitled to make subsequent improvements using the R&D results provided by Party B according
to the contract herein. The new technical results and the ownership of right generated with substantial or innovative technical
progress characteristics shall be enjoyed by Party A or Party A's assigned party.


 


Approved by Party A in
writing, Party B has rights to make subsequent improvements using such R&D results after completing the agreed R&D herein.
The new technical results with substantial or innovative technical progress characteristics shall be owned by both Party A and
Party B. The Distribution method of specifically related interests is as follows: they shall be shared by Party A and Party B together.


 


Article XXII Each
party confirms that within the term of this Contract, Party A appoints Wu Jenfeng as Party A’s project contact, and Party
B assigns Party B’s project contact to Lu Wenzheng. The project contact shall bear the following responsibilities:


1. The project contact
of Party A is responsible for offering the system functional needs, and materials required by Party B.


2. The Party
B’s project contact is responsible for the reporting of development progress of the system, and coordination of
relationship of all aspects.


 


In case either party
alters the project contact, it shall timely notify the other party in writing. On condition that it fails to notify the other party
and there is an impact on the performance of this contract or losses are caused, it shall bear the corresponding responsibility.


 



    


    


    




Article XXIII
All parties determine that, in case that any one of the following circumstances occurs, causing unnecessary or impossible performance
of the performance of this contract, one party may notify the other party to terminate this Contract.


1. Force
majeure or technical risks occur.


2. If any party
is influenced by the force majeure, including the war, severe flooding, flood, typhoon, earthquake, in the execution of the contract,
the period for such execution shall be extended, and the extended period shall be equal to the time influenced by the accident.


3. On
condition that any party couldn’t fulfill the contract due to force majeure, it shall timely notify the failure of
performance or the cause of failure of complete performance to the other party, and after obtaining the certificate from
relevant authorities, the delay performance, partial performance or nonperformance of the contract should be permitted, and
part of or all of the breach responsibility may be waived depending on the circumstance.


 


Article XXIV All
parties confirm that the conclusion, effect, interpretation, performance and dispute settlement of this Contract shall be governed
and interpreted by the law of China. The dispute arising from the execution of this Contract shall be settled through negotiation,
mediation by each party, in case of failure, it shall be dealt with according to the following method one:


1. Submit to
Beijing Arbitration Commission for arbitration


2. File a
suit with the people's court according to law


 


For avoidance of doubts,
all parties shall further agree and confirm that the dispute submitted to Beijing Arbitration Commission for arbitration as agreed
herein shall be arbitrated in Beijing in accordance with the arbitration rules in effect of Beijing Arbitration Commission at that
time. The arbitration award shall be final and binding upon all parties concerned.


 



    


    


    




Article XXV All
parties confirm that the corresponding nouns and technical terms involved in this Contract and relevant Annexes, and their definitions
and interpretations are as follows:


1. Service: it
refers to any software development, installation, customization, trail, test, training, and other necessary services provided for
normal installation and running of information system according to the requirements under the contract, which may include but not
limited to the installation, debugging, training, data transfer, maintenance and technical support.


2. Period
of service: it refers to three years after the entire system passes the final acceptance.


3.
Contract: it refers to the agreement that has been reached and signed concerning this project construction by and
among all parties, including all the documents that constitute the contract like all the attached tables and annexes.


 


Article XXVI Other
relevant matters agreed by all parties herein are: if Party B receives the failure warning during the use of software and system
by Party A, Party B shall timely response and offer the solutions within 4 hours.


 


Article XXVII
This Contract is made in quadruplicate, each party holding two copies, with the same legal effect.


 


Article XXVIII This
Contract shall take effect upon signing and sealing of all parties.


 


The remainder of this
page is intentionally left blank


 


 


 


 


 






    


    


    

 


Party A1 (seal):


Legal representative/authorized
agent: /s/ Cheng Handong 


Date: February 28, 2018


 


Joint client (Party A2) (seal):


Legal representative/authorized
agent: /s/ Zhu Kai 


Date: February 28, 2018


 





Party B (seal):


Legal representative/authorized
agent: /s/ Feng Jianxin


Date: February 28, 2018