----

| CLAUSE |                                       |        PAGE |
|--------|--------------------------------------------|------------------|
| 1.     | SCOPE      OF SERVICES                     | 3                |
| 2.     | PERSONNEL                                  | 4                |
| 3.     | FEES      AND EXPENSES                     | 4                |
| 4.     | INVOICE      AND PAYMENTS                  | 5                |
| 5.     | ASSISTANCE      OF CHINACOMM               | 6                |
| 6.     | FINANCIAL      RECORDS OF CHINACOMM        | 6                |
| 7.     | EXCLUSIVITY                                | 6                |
| 8.     | COLLATERALS                                | 6                |
| 9.     | REPRESENTATIONS      AND WARRANTIES        | 6                |
| 10.    | CHINACOMM’S      COVENANTS           | 8                |
| 11.    | ASSIGNMENT      AND SUBCONTRACT            | 8                |
| 12.    | LIMITATION      OF LIABILITY AND INDEMNITY | 9                |
| 13.    | INTELLECTUAL      PROPERTY                 | 9                |
| 14.    | TERM      AND EXTENSION                    | 10               |
| 15.    | TERMINATION                                | 10               |
| 16.    | CONFIDENTIALITY                            | 10               |
| 17.    | GOVERNING      LAW AND DISPUTE SETTLEMENT  | 11               |
| 18.    | MISCELLANEOUS      PROVISIONS              | 11               |

----

| (1)                                                                                                                      | Yunji      Communications Technology (China) Co. Ltd. (运基通信科技中国有限公司), whose      registered office is at No. 18 Xihuan Nan Road, Economic and Technology      Development Zone, Beijing, PRC (“Yunji”) |
|--------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                     |                                                                                                                                                                                                                                                                                                   |
| ON      THE ONE HAND                                                                                                     |
| AND                                                                                                                      |
|                                                                                                                     |
| (2)                                                                                                                      | CECT      Chinacomm Communications Co. Ltd. (中电华通通信有限公司), whose registered office is      at No.17# Building, Yuhai Yuan Er Li, Haidian District, Beijing,PRC      (“Chinacomm”)                                     |
|                                                                                                                     |                                                                                                                                                                                                                                                                                                   |
| ON      THE OTHER HAND                                                                                                   |
|                                                                                                                     |
| (hereinafter      collectively referred to as the “Parties” and      individually as a “Party”). |

| (i)    | Chinacomm      is a telecom operator which holds licenses for the use of 3.5G Hz spectrum      to deploy, maintain and operate wireless broadband in 29 cities throughout      China;                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                          |
| (ii)   | Yunji      is in the business of telecom technology development, technical services,      consulting and training, and telecom equipmentsleasing;                                                                                                             |
|   |                                                                                                                                                                                                                                                          |
| (iii)  | Chinacomm      and Yunji has entered into a Equipments Lease Agreement, according to      which Yunji will lease equipments and materials to Chinacomm to deploy and      operate 3.5G Hz wireless broadband in 29 cities (the “ Project”)      ; |
|   |                                                                                                                                                                                                                                                          |
| (iv)   | According      to the Equipments Lease Agreement, Chinacomm shall appoint Yunji to      provide technical services and management consulting services (the “      Services”) in relation to the                                                   |
|   |                                                                                                                                                                                                                                                          |
|   | procurement,      installation, operation and maintainance of the Equipments (as defined in      the Equipments Lease Agreement), and other Services to carry out the      Project ; Yunji agrees to accept such appointment; and                             |
|   |                                                                                                                                                                                                                                                          |
| (v)    | Adhering      to the principles of mutual benefit in accordance with Chinese laws and      regulations, the Parties have decided to enter into this      Agreement.                                                                                           |

----

| 1.     | SCOPE      OF SERVICES                                                                            |
|--------|---------------------------------------------------------------------------------------------------|
|   |                                                                                              |
| 1.1    | Technical      Services                                                                           |
|   |                                                                                              |
|   | Yunji      shall provide technical services to Chinacomm in relation    to:                       |
|   |                                                                                              |
|   | (a)                                                                                               | Architectural      and engineering; |
|   |                                                                                              |   |
|   | (b)                                                                                               | Site      acquisition and construction; |
|   |                                                                                              |   |
|   | (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)                                                                                               | Billing      systems; |
|   |                                                                                              |   |
|   | (o)                                                                                               | Training      of technical staff; and |
|   |                                                                                              |   |
|   | (p)                                                                                               | Other      technical assistance as may be agreed by the Parties. |
|   |                                                                                              |   |
| 1.2    | Management      Consulting Services                                                               |
|   |                                                                                              |
|   | Yunji      shall provide management consulting services to Chinacomm in the following      areas: |
|   |                                                                                              |
|   | (a)                                                                                               | Business      development strategy; |
|   |                                                                                              |   |
|   | (b)                                                                                               | Human      resources recruitment management, training and personnel development      policies; |
|   |                                                                                              |   |
|   | (c)                                                                                               | Accounting      policies and systems according to International Accounting Standards and      PRC Accounting Standards; |
|   |                                                                                              |   |
|   | (d)                                                                                               | Risk      management policies and systems; |
|   |                                                                                              |   |
|   | (e)                                                                                               | Security      policies and systems; |
|   |                                                                                              |   |
|   | (f)                                                                                               | Management      information systems; |
|   |                                                                                              |   |
|   | (g)                                                                                               | Environmental      compliance and monitoring systems and the observance of applicable      environmental laws; |
|   |                                                                                              |   |
|   | (h)                                                                                               | Procurement      polices and inventory managementsystems; |

----

|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Implementation      of Code of Conduct for employees; and         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                              |
|   | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Other      management assistance as may be agreed by the Parties. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                              |
| 1.3    | License                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                              |
|   | If      the performance of any of the above services requires specific      qualification, license or permit under PRC law, Yunji 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Yunji      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    | Provision      of Key Personnel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | In      order to assist in the performance of the Services, Yunji shall provide      key technical and management personnel on short term secondment, from time      to time, as may be reasonably required by Chinacomm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2.3    | Cost      Recovery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Where      a technical or management staff of Yunji is seconded to Chinacomm under      Clause 2.2, Chinacomm shall pay Yunji 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.     | FEES      AND EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.1    | Retainer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | During      the continuance of this Agreement, Chinacomm shall pay Yunji an amount      which equals to 【 】of Chinacomm’ s annual turnover (“Retainer”).  The      Retainer shall be paid monthly based on Chinacomm’ s monthly turnover, and      each monthly payment shall be made within twenty (20) days following the      end of each month.  The Retainer will cover the Services      rendered by Yunji for up to 【 】man-days for each year.  Once      such amount of Services is reached for a specific year, Yunji will be      entitled to charge Chinacomm additional fees, costs and expenses incurred      for additional Services provided during that year in accordance with the      rates set forth in Clause 3.2 below. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Any      services not indicated in this Agreement shall be subject to a different      quotation to be agreed by the Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 23.2   | Additional      Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Where      in any year, the Services provided by Yunji to Chinacomm exceed 【      】man-days, for every man-day of Services in excess of 【 】man-days (the “      Excess Services”),      Yunji shall be paid by Chinacomm in accordance with the following rates      (for the year 2008):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

|  (i) | Level      I           |                        |
|-----------|------------------------|-----------------------------|
|      |                   |                        |
|      | 【      】 | 【      】/ day |
|      |                   |                        |
| (ii)      | Level      II          |                        |
|      |                   |                        |
|      | 【      】 | 【      】/ day |
|      |                   |                        |
| (iii)     | Level      III         |                        |
|      |                   |                        |
|      | 【      】 |                        |
|      |                   | 【      】/ day |

|   | 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 Price Index of      PRC over the same period.                                                                                                                                                                                                                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.3    | Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | In      addition to the payment of fees pursuant to Clauses 3.1 and 3.2 above,      Chinacomm shall reimburse Yunji for all expenses incurred by Yunji ‘s      personnel, including without limitation to travelling expenses, hotel      expenses, communication costs and food expenses, resulting from the      provision of Services pursuant to this Agreement.                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.     | INVOICE      AND PAYMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.1    | Invoice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Yunji      shall send to Chinacomm an invoice specifying the Services rendered and      Retainer payable for each specific month as soon as practicable following      the end of such month. Where Excess Services are rendered or where      technical and/or management staff of Yunji is seconded to Chinacomm in any      month, as soon as practicable after the end of the month, Yunji shall send      to Chinacomm an invoice that details the Services provided or the staff      seconded and the amounts payable by Chinacomm to Yunji (the “Invoice”). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.2    | Payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Within      ten (10) Days after Chinacomm receives each Invoice, Chinacomm shall pay      the amounts stated to be payable in the Invoice, without deduction,      set-off or counterclaim, by wire transfer in immediately available funds      to the account designated in the Invoice for such  payment.                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.3    | Interest      on Overdue Payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | If      any payment required to be made pursuant to Clause 3 is not made within      thirty (30) days of receipt by Chinacomm of the relevant invoice,      Chinacomm shall be liable to pay penalty to Yunji 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.                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.4    | Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | All      taxes, duties, charges and fees of any nature whatsoever in connection      with Yunji’ s performance of Services under this Agreement or any payment      thereunder shall be the obligation of and be paid by Chinacomm as a      direct expense. Yunji shall invoice Chinacomm for such taxes and Chinacomm      shall pay these taxes together with other fees and expenses stated in the      invoice.                                                                                                                                                 |

----

| 5.     | ASSISTANCE      OF CHINACOMM                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Chinacomm      shall make available all personnel, materials and information necessary,      and allow access to all sites and facilities for Yunji to perform the      Services.                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 6.     | FINANCIAL      RECORDS OF CHINACOMM                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | To      determine the amount of Retainer provided in Clause 3.1 above, Chinacomm      shall make all of its accounts, books, ledgers, tax statements, vouchers,      invoices, receipts, contracts, and other materials available to Yunji, at      any time upon Yunji’ s request. Chinacomm shall promptly reply to Yunji’ s      inquiries and/or questions regarding such materials, and provide full      cooperation to the auditor appointed by Yunji. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 7.     | EXCLUSIVITY                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Chinacomm      hereby undertakes 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 seek any kind of technical      or managerial service for the Project, without the express written consent      of Yunji.                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Chinacomm      further undertakes that, upon Yunji’s request, it will assign whole or      part of its rights and obligations under the agreements which have been      entered into with third parties before the date of this Agreement      regarding the provision of Services, and procure the third parties to      agree with such assignment.                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 8.     | COLLATERALS                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | To      guarantee the performance of its payment obligations under this Agreement,      Chinacomm hereby agrees to provide fibre back-bone, equipments and other      assets to which it holds ownership as collaterals (“Collaterals”) to      Yunji.  A list of the Collaterals are provided in Annex      4.                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | After      the execution of this Agreement, Chinacomm shall, with the assistance of      Yunji, promptly complete all the formalities required under PRC law to      validate such guarantee.                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.     | REPRESENTATIONS      AND WARRANTIES                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.1    | Yunji’s      Representations and Warranties                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Yunji      represents and warrants to Chinacomm that:                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | it      is a corporation duly established under the laws of 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | its      execution of this Agreement and its exercise of its rights and performance      of its obligations hereunder does not and will not conflict with any law      or regulation applicable to it or its constitutional documents or any      agreement or other instrument to which it is a party or which is binding      on it or any of its assets; |

----

|   | (iv)                                                                                                                                                                                                                       | its      obligations under this Agreement are legally binding and enforceable      pursuant to this Agreement ;                                                                                                                                                                                                                                                                                                                     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (v)                                                                                                                                                                                                                        | it      will perform the Services in accordance with (a) generally accepted      industry practices; (b) all applicable PRC laws and regulations; and (c)      the Order and/or Change Order; and                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (vi)                                                                                                                                                                                                                       | it      will perform the Services in a good and workmanlike  manner.                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 9.2    | Chinacomm’s      Representations and Warranties                                                                                                                                                                      |
|   |                                                                                                                                                                                                                       |
|   | Chinacomm      represents and warrants to Yunji 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)                                                                                                                                                                                                                      | its      execution of this Agreement and its exercise of its rights and performance      of its obligations hereunder does not and will not conflict with any law      or regulation applicable to it or its constitutional documents or any      agreement or other instrument to which it is a party or which is binding      on it or any of its assets;                                                                         |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (iv)                                                                                                                                                                                                                       | its      obligations under this Agreement are legally binding and enforceable      pursuant to this Agreement;                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (v)                                                                                                                                                                                                                        | it      is not involved in liquidation, bankruptcy, merger, consolidation,      division, re­organization, dissolution, winding-up or similar legal or      administrative proceedings, nor in any events or situations that may      result in the involvement into such legal or administrative      proceedings;                                                                                                            |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (vi)                                                                                                                                                                                                                       | it      holds valid permits or licenses required by applicable PRC laws and      regulations in order to carry out the Project;                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (vii)                                                                                                                                                                                                                      | no      material assets is subject to any court enforcement, attachment,      detention, lien or other restrictions, nor is there any event or situation      that may cause any material assets of Chinacomm subject to such      restrictions;                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (viii)                                                                                                                                                                                                                     | it      will comply with all laws and regulations and assume all liabilities with      respect to the Services rendered upon its request; and                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (ix)                                                                                                                                                                                                                       | all      accounting records, vouchers, invoices, ledgers, contracts and memoranda      and all other accounting documents of Chinacomm and records of all      transactions thereof will be accurately and properly written up, kept and      maintained in accordance with generally accepted accounting practice in      the PRC and together shows a true and fair view of the affairs and      financial position of Chinacomm. |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 9.3    | Liability                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                       |
|   | If      any representation made by either of the Parties under this Clause 8      proves to have been materially incorrect when made, the suffering Party      shall be entitled to compensation for any related  damages. |

----

|  10. | CHINACOMM’      S COVENANTS                                                            |
|-----------|----------------------------------------------------------------------------------------------|
|      |                                                                                         |
| 10.1      | Positive      Covenants                                                                      |
|      |                                                                                         |
|      | During      the term of this Agreement, Chinacomm undertakes to the WFOE 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 WFOE 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)                   | promptly      provide the WFOE with all its financial records and any other information      or document as requested;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (iv)                    | 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;                                                                                                                                                                                                                                          |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (v)                     | promptly      upon becoming aware of its occurrence, notify Yunji any Event of Default      and the steps it has taken or will take to remedy it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.2   | Negative      Covenants |

|   | Without      written consent from the WFOE, Chinacomm 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)                                                            | make      any disposal to the Collaterals without prior consent of the WFOE      ; |
|   |                                                             |   |
|   | (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. |
|   |                                                             |   |
| 11.    | ASSIGNMENT      AND SUBCONTRACT                                  |
|   |                                                             |   |
| 11.1   | 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. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| 11.2   | Sub-contract                                                                                                                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                     |
|   | Yunji      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.                                                             |
|   |                                                                                                                                                                                                                                                                                                                     |
|   | Yunji      shall be responsible for all the work conducted by third party. Yunji will      be entitled to receive Service Fee for such Services as if it was      performed by Yunji, provided that Chinacomm shall not be liable to pay any      fees or disbursements to the third party providing such      Services. |
|   |                                                                                                                                                                                                                                                                                                                     |
|   | Yunji      agrees, before contracting with any third party, it shall obtain      Chinacomm’s confirmation on the choice of the third party service      provider.                                                                                                                                                  |

| 12.    | LIMITATION      OF LIABILITY AND INDEMNITY                                                                                                                                                                                                                                                                                                                     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                           |
| 12.1   | Limitation      of Liability                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | None      of Yunji or the third party designated by Yunji shall be liable to      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 Services      provided or use of any informationtransferred. |

| 12.2   | Indemnity                                                                                                                                                                                                                                                                                                                                                                              |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                   |
|   | In      the absence of gross negligence or fraud or wilful misconduct on the part      of Yunji or its employees, Chinacomm shall hold harmless and indemnify      Yunji for itself and as trustee for its employees from and against, any      and all claims (and reasonable costs and expenses incurred while defending      them) connected with the performance of the  Services. |

| 13.    | INTELLECTUAL      PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 13.1   | Non-exclusive      License                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | Drawings,      specifications and other documents, including those in electronic form,      prepared by Yunji are instruments of services (“Instrument of      Services”) for use solely      with respect to the Project. Yunji 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, Yunji grants to      Chinacomm 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 Yunji, Chinacomm shall not assign, sublicense or otherwise      transfer any license granted herein to any other  party. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 13.2   | Data      Products and Software                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | All      software licensed to be used by Yunji in the performance of Services is      and shall remain the licensed property of Yunji. Yunji shall own      exclusively the rights to any software, program, algorithm or other      copyrightable material that was owned by or licensed to Yunji, regardless      of the use or presence of such material in the creation of any work      product or deliverable forChinacomm. |

----

| 14.    | TERM      AND EXTENSION                                                                                                                                                                                                             |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                |
| 14.1   | 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. |

| 14.2   | Extension      of the Term                                                                                                                                                                                                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                        |
|   | The      Term shall be automatically extended for additional ten (10) year      period(s), at Yunji’ s sole discretion, subject to sixty (60) days prior      notice served by Yunji to Chinacomm before the expiry of the      Term. |

| 15.    | TERMINATION            |
|--------|------------------------|
|   |                   |
| 15.1   | Events      of Default |

|   |   |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (a)    | Each      of the following events shall constitute an “Event of Default” under this      Agreement:                                                                                                         |
|   |   |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                |
|   |   | (i)                                                                                                                                                                                                                     | Chinacomm      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 Chinacomm of      such failure; |
|   |   |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                |
|   |   | (ii)                                                                                                                                                                                                                    | Yunji      fails to provide the Services and such failure continues for a period of      90 days following notice from Yunji to Yunji 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;      |
|   |   |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                |
|   |   | (iv)                                                                                                                                                                                                                    | Any      material assets of Chinacomm is involved in any court enforcement,      attachment, detention, lien, custody or similar restrictions;      and                                                                                                             |
|   |   |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                |
|   |   | (v)                                                                                                                                                                                                                     | This      Agreement is or becomes invalid or illegal due to any change in applicable      laws or any order from government authorities.                                                                                                                            |
|   |   |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                |
|   | (b)    | The      election by the non-defaulting party to terminate this Agreement under      Clause 15.2(b) shall not prejudice any other rights and remedies of the      non-defaulting party under this Agreement or in  law. |

|   |        |
|--------|-------------|
| 15.2   | 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 thirty (30)-day prior      notice, upon the occurrence of an Event of  Default. |

|   |                          |
|--------|-------------------------------|
| 16.    | CONFIDENTIALITY               |
|   |                          |
| 16.1   | 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”). |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| 16.2   | 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. |

| 17.    | GOVERNING      LAW AND DISPUTE SETTLEMENT |   |
|--------|-------------------------------------------|--------|
|   |                                      |   |
| 17.1   |  Governing      Law                  |   |

|   | This      Agreement shall be governed and construed by the published and publicly      available laws and regulations of the PRC.                                                                                                                                                                                                                                                                                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 17.2   | 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.                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 18.    | MISCELLANEOUS      PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 18.1   | 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.                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 18.2   | 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.                                                                                                                                                                                                 |

----

| 18.3   | 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.                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 18.4   | 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 18.5   | 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 Yunji:     | to      the attention of 【 】 |
|--------|---------------|--------------------------------------------|
|   |          |                                       |
|   |          | Address:      【 】            |
|   |          |                                       |
|   |          | Telephone      number: 【 】   |
|   |          |                                       |
|   |          | Fax      number: 【 】         |
|   |          |                                       |
|   | To Chinacomm: | to      the attention of 【 】 |
|   |          |                                       |
|   |          | Address:      【 】            |
|   |          |                                       |
|   |          | Telephone      number: 【 】   |
|   |          |                                       |
|   |          | Fax      number: 【 】         |

|   | (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. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                          |
| 18.6   | Language                                                                                                                                                                       |
|   |                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                          |
|   | This      Agreement shall be written in English and Chinese. Both Chinese and      English versions shall have the same legal effect.                                          |
|   |                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                          |
| 18.7   | 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. |

----

|   |           |
|--------|----------------|
| Name:  | Colin      Tay |
|   |           |
| Title: | Co-President   |

|   |          |
|--------|---------------|
| Name:  | Qiu      Ping |
|   |          |
| Title: | President     |

----

----