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| CLAUSE |                                                 | PAGE   |
|--------|------------------------------------------------------|--------|
|   |                                                 |   |
| 1.     | SCOPE      OF EQUIPMENTS                             | 2      |
| 2.     | SELECTION      OF EQUIPMENTS                         | 2      |
| 3.     | PAYMENT                                              | 3      |
| 4.     | RIGHTS      AND OBLIGATIONS REGARDING THE EQUIPMENTS | 3      |
| 5.     | SERVICES      IN RELATION TO THE EQUIPMENTS          | 5      |
| 6.     | EXCLUSIVITY                                          | 5      |
| 7.     | LIMITATION      OF LIABILITY                         | 5      |
| 8.     | REPRESENTATIONS      AND WARRANTIES                  | 6      |
| 9.     | THE      LESSEE’S COVENANTS                    | 7      |
| 10.    | TRANSFER      OF PROPERTY                            | 8      |
| 11.    | SHARE      PLEDGE                                    | 8      |
| 12.    | TERM                                                 | 8      |
| 13.    | TERMINATION                                          | 8      |
| 14.    | CONFIDENTIALITY                                      | 9      |
| 15.    | GOVERNING      LAW AND DISPUTE SETTLEMENT            | 10     |
| 16.    | MISCELLANEOUS      PROVISIONS                        | 10     |

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| (i)    | The      Lessor is in the business of telecom technology development, technical      services, consulting and training, and telecom equipments      leasing;                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                   |
| (ii)   | The      Lessee 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;                                                                                 |
|   |                                                                                                                                                                                                                                                                   |
| (iii)  | The      Lessor wishes to lease to the Lessee and the Lessee wishes to rent from      the Lessor certain Equipments (as defined in Clause 1 below) for the      deployment and operation of wireless broadband in 29 cities in China (the      “Project”); |
|   |                                                                                                                                                                                                                                                                   |
| (iv)   | 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 EQUIPMENTS                                                                                                                                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                               |
|   | For      the purpose of this Agreement, the term “Equipments” shall      include any and all materials, equipments and facilities to be leased by      the Lessor to the Lessee for the development and operation of the      Project. |
|   |                                                                                                                                                                                                                                               |
| 2.     | SELECTION      OF EQUIPMENTS                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                               |
|   | Before      purchasing any equipment to be leased to the Lessee, the Lessor shall      obtain the Lessor’s confirmation on the type, vendor, specifications,      quantity, and price of theEquipments.                                      |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.     | PAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.1    | Rental                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | In      consideration of the use of the Equipments, the Lessee shall pay rental to      the Lessor  (“Rental”).  Such      Rental shall be determined and paid in accordance with Annex      1.                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.2    | Late      Payment Penalty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | In      case of late payment of the Rental and/or any other payment obligations      specified under this Agreement, the Lessee shall pay penalty to the Lessor      at the interest rate of 0.1% per day of the overdue  amount.                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.3    | Method      of Payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Except      for otherwise agreed by the Parties in writing, the Lessee shall pay the      Rental and/or any other payment obligations to the Lessor by wire transfer      to the bank account designated by the Lessor.                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.4    | Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Taxes,      duties, charges and fees of any nature whatsoever in connection with this      Agreement or any payment thereunder shall be paid and borne by the Parties      in accordance with PRC laws and regulations.                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.     | RIGHTS      AND OBLIGATIONS REGARDING THE EQUIPMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.1    | Delivery      of the Equipments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The      Lessee shall take delivery of the Equipments from the Lessor’s premise or      other place designated by the Lessor, provided that the Lessee has carried      out an inspection of the Equipments and signed a written statement      certifying the acceptance of the Equipments.                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |  The      Lessee shall carry out such inspection within thirty (30) business days      upon receipt of a notice from the Lessor. In the event that the Lessee      failed to perform such inspection within the given period, the Equipments      shall be deemed to have been accepted by the Lessee.                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2    | Installation      of the Equipments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The      Lessee shall be responsible for the assembly and installation of the      Equipments and connecting the Equipments with adequate power at its own      cost.                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.3    | Use      of the Equipments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The      Lessee has the right to use and operate the Equipments in accordance with      the terms and conditions of this Agreement. The Lessee shall take whatever      measures which are necessary with due diligence for the correct      functioning of the Equipments, and follows all the instructions and      procedures specified in the specifications and/or manuals of the      Equipments. Without written consent of the Lessor, the Lessee shall not      remove or dismantle any item of the Equipments from the place it was      installed. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4    | Alteration      of the Equipments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | If      the Lessee or Chinacomm intends to make alterations, additions,      improvements, and/or renovations onto the Equipments, it should notify the      Lessor and obtain the Lessor’s approval (which should not be unreasonably      withheld).                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | All      such alterations, additions, improvement, and/or renovations should be      conducted by the Lessor or contractor(s) appointed by the Lessor against      payment of the related costs and                                                                                                                                                                                                                                                                                                                                                           |

----

|   | service      fee by the Lessee to the Lessor, which should be made in accordance with      the exclusive services agreement between the Lessor and the Lessee (as      specified in Clause 4.2 below). |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4.5    | Maintenance      and Repair                                                                                                                                                                                                                                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                            |
|   | In      relation to the maintenance and repair of the Equipments, the Lessee      shall:                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                            |
|   | (i)                                                                                                                                                                                                                                                             | maintain      the Equipments in a state adapted to the implementation of the Project and      the conservation of the Equipments in a good condition (excluding normal      wear and tear); |
|   |                                                                                                                                                                                                                                                            |   |
|   | (ii)                                                                                                                                                                                                                                                            | be      responsible for the repair and maintenance of the Equipments at its own      cost; and |
|   |                                                                                                                                                                                                                                                            |   |
|   | (iii)                                                                                                                                                                                                                                                           | report      to the Lessor any fault occurred to the Equipments within three (3) days      after the occurrence of such fault.  In      the event of failure of the Lessee to perform such maintenance and repair      obligations, the Lessor may perform such work itself, at the expenses of      the Lessee. |
|   |                                                                                                                                                                                                                                                            |   |
| 4.6    | Risks                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                            |
|   | The      Lessee shall take all necessary action to protect the Equipments from any      risk of damage, impair, loss, or destroy.                                                                                                                               |
|   |                                                                                                                                                                                                                                                            |
|   | The      Lessee shall bear the risks in relation to the damage, impair, loss, or      destroy of the Equipments, which can not be attributed to the fault of      either of the Parties.                                                                        |
|   |                                                                                                                                                                                                                                                            |
| 4.7    | Insurance                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                            |
|   | In      relation to the insurance of the Equipments, the Lessee    shall:                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                            |
|   | (i)                                                                                                                                                                                                                                                             | procure      and maintain sufficient and effective insurance against all risks      threatening the upkeep and conservation of the Equipments, including those      of force majeure and civil liability arising from the use thereof or the      use thereof vis-a-vis third parties; |
|   |                                                                                                                                                                                                                                                            |   |
|   | (ii)                                                                                                                                                                                                                                                            | provide      a copy of the insurance policies (or any policies amending or replacing      such policies in the future) and on an annual basis the receipts      evidencing the payment of premiums under such insurance policies to the      Lessor. |
|   |                                                                                                                                                                                                                                                            |   |
|   | The      Lessor shall promptly provide all necessary assistance to the Lessee to      procure insurance for the Equipments.                                                                                                                                     |
|   |                                                                                                                                                                                                                                                            |   |
| 4.8    | Replacement      of the Equipments                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                            |
|   | In      case any item of the Equipments has become obsolete or scrapped due to      fair wear and tear, upon its receipt of the Lessee’s notification, the      Lessor shall provide replacement of such item of Equipments at its own      expenses.     |
|   |                                                                                                                                                                                                                                                            |
|   |  If      any item of the Equipments has become obsolete or scrapped due to improper      use or renovation or unfair wear and tear, the Lessor shall provide      replacement of such item of Equipments at the cost of the  Lessee.                       |
|   |                                                                                                                                                                                                                                                            |
| 4.9    | Disposal      of the Equipments                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                            |
|   | Except      for otherwise provided in this Agreement or authorized by the Lessor in      writing, the Lessee shall not transfer, sale, gift or make any other      disposal of any item of the Equipments, or create any encumbrances over      the Equipments. |

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| 4.10   | Sublease                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      Lessee shall not, during the Term of this Agreement, sublease all or part      of the Equipments without the written authorization of the      Lessor.                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.11   | Vendor’s      Warranty                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      Lessor shall obtain on behalf of the Lessee and in the Lessee's name, from      all vendors from whom it procures Equipments for the Project, warranties      with respect to such Equipments as are reasonably and customarily provided      by the vendor and/or manufacturer.                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |  The      Lessor does not warrant that any Equipments procured for the use of the      Lessee meets or complies with the requirements of any Laws.                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 5.     | SERVICES      IN RELATION TO THE EQUIPMENTS                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 5.1    | Services                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | To      ensure the performance of the Equipments, the Lessee shall contract all      the activities in relation to the use of the Equipments and the      development and operation of the Project to the Lessor. The Lessor agrees      to assist the Lessee to carry out the Project and provide services in      relation to the use of the Equipments to the Lessee (“Services”).     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 5.2    | Service      Agreement                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | For      the purpose described in Clause 4.1, the Lessee shall enter into an      service agreement with the Lessor, according to which the Lessee shall      exclusively entrust all the Services to the Lessor, against payment of      service fee to the Lessor, which is to be determined in the exclusive      service agreement.                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 5.3    | Subcontract                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      Lessor may delegate or subcontract the provision of any of the Services to      a third party when such delegation or sub-contracting is, in its      respective judgment, appropriate and necessary for the successful      completion of the Services.                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 6.     | EXCLUSIVITY                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      Lessee hereby undertakes that it will not, during the Term of this      Agreement, either directly or indirectly or through any other person or      entity, enter into any agreement or contractual arrangement with third      parties, which would compete with or contravene any matter which is      covered by this Agreement, without the express written consent of the      Lessor. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.     | LIMITATION      OF LIABILITY                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.1    | Limitation      of Liability                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      Lessor shall not be liable to the Lessee for any direct or indirect loss,      liability or other damages (other than those caused by gross negligence,      fraud or willful misconduct), including consequential damages, arising out      of the use of Equipments by the Lessee.                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      lessor shall not, in its capacity of lessor, be liable to third parties      for death, personal injury or damage to property caused by the      Equipments.                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.2    | Indemnity                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | In      the absence of gross negligence or fraud or wilful misconduct on the part      of the Lessor, the Lessee shall hold harmless and indemnify the Lessor      and/or its employees from andagainst,                                                                                                                                                                                              |

----

|   | any      and all claims (and reasonable costs and expenses incurred while defending      them) connected with the use of the Equipments by the Lessee.                                                                                                                                                  |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                    |
|   | The      Lessee shall assume the liabilities in relation to any property damage or      personal injury caused by the Equipments. In case the Lessor is hold      liable by a court or arbitration body for such damage or injury, the      Lessee shall reimburse the Lessor for any loss it suffered. |
|   |                                                                                                                                                                                                                                                                                                    |
| 8.     | REPRESENTATIONS      AND WARRANTIES                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                    |
| 8.1    | The      Lessor's Representations and Warranties                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                    |
|   | The      Lessor represents and warrants to the Lessee that:                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                    |
|   | (i)                                                                                                                                                                                                                                                                                                     | it      is a corporation duly established under the laws of 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)                                                                                                                                                                                                                                                                                                   | the      Equipments are its absolute property or in its exclusive possession      authorized by the legal owner of the Equipments; |
|   |                                                                                                                                                                                                                                                                                                    |   |
|   | (iv)                                                                                                                                                                                                                                                                                                    | the      Equipments are not subject to any bankruptcy, insolvency or similar      proceeding which may affect the title on them or their  use; |
|   |                                                                                                                                                                                                                                                                                                    |   |
|   | (v)                                                                                                                                                                                                                                                                                                     | there      are no unsatisfied, pending or threatened judgments, actions, suits,      claims, demands or proceedings against or affecting the Lessor, the      execution or performance of this Agreement by the Lessor, in any court, or      before any arbitrator or any public authority; |
|   |                                                                                                                                                                                                                                                                                                    |   |
|   | (vi)                                                                                                                                                                                                                                                                                                    | the      Equipments are in good condition to be used for the Project;      and |
|   |                                                                                                                                                                                                                                                                                                    |   |
|   | (vii)                                                                                                                                                                                                                                                                                                   | all      the information disclosed by the Lessor are true, correct, complete and      set forth in a manner that is not misleading. |
|   |                                                                                                                                                                                                                                                                                                    |   |
| 8.2    | The      Lessee's Representations and Warranties                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                    |
|   | The      Lessee represents and warrants to the Lessor that:                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                    |
|   | (i)                                                                                                                                                                                                                                                                                                     | it      is a corporation duly established under the laws of the PRC and has full      power and capacity to enter into this Agreement; |
|   |                                                                                                                                                                                                                                                                                                    |   |
|   | (ii)                                                                                                                                                                                                                                                                                                    | it      has taken all necessary action for the corporate authorisation of its      entry into this Agreement and the performance of its obligations under      this Agreement; |
|   |                                                                                                                                                                                                                                                                                                    |   |
|   | (iii)                                                                                                                                                                                                                                                                                                   | there      are no unsatisfied, pending or threatened judgments, actions, suits,      claims, demands or proceedings against or affecting the Lessee, the      execution or performance of this Agreement by the Lessee, in any court, or      before any arbitrator or any public authority; |
|   |                                                                                                                                                                                                                                                                                                    |   |
|   | (iv)                                                                                                                                                                                                                                                                                                    | its      obligations under this Agreement are legally binding and enforceable      pursuant to this Agreement; |
|   |                                                                                                                                                                                                                                                                                                    |   |
|   | (v)                                                                                                                                                                                                                                                                                                     | it      holds valid permits or licenses required by applicable PRC laws and      regulations in order to use the Equipments and carry out the Project;      and |
|   |                                                                                                                                                                                                                                                                                                    |   |
|   | (vi)                                                                                                                                                                                                                                                                                                    | all      the information disclosed by the Lessor are true, correct, complete and      set forth in a manner that is notmisleading. |

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| 8.3    | Liability                                                                                                                                                                                                                  |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                       |
|   | If      any representation made by either of the Parties under this Clause 7      proves to have been materially incorrect when made, the suffering Party      shall be entitled to compensation for any related  damages. |
|   |                                                                                                                                                                                                                       |
| 9.     | THE      LESSEE’S COVENANTS                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                       |
| 9.1    | Positive      Covenants                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                       |
|   | During      the term of this Agreement, the Lessee undertakes to the Lessor that it      shall:                                                                                                                            |
|   |                                                                                                                                                                                                                       |
|   | (i)                                                                                                                                                                                                                        | keep      its operation of business in accordance with good commercial      practice; |
|   |                                                                                                                                                                                                                       |   |
|   | (ii)                                                                                                                                                                                                                       | promptly      after its awareness of the same, notify the Lessor in writing of the      details of any involvement of it or any of its material assets into any      litigation, arbitration or administrative proceedings, court enforcement      or attachment, detention or other similar restrictions, or any events or      situation which may give rise to the involvement into such proceedings or      restrictions; within three (3) Business Days after its awareness of the      same, specifying the effect or possible effect of such involvement and the      measures it has taken or will take as remedy;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; |
|   |                                                                                                                                                                                                                       |   |
|   | (iii)                                                                                                                                                                                                                      | use      the Equipments in compliance with environmental law and other applicable      laws; |
|   |                                                                                                                                                                                                                       |   |
|   | (iv)                                                                                                                                                                                                                       | comply      with all legal obligations relating to the health and safety of employees      who carrying out work on the Equipments; and |
|   |                                                                                                                                                                                                                       |   |
|   | (v)                                                                                                                                                                                                                        | protect      the Lessor or the legal owner’s property rights in the Equipments against      the Lessee's trustee in bankruptcy and creditors. |
|   |                                                                                                                                                                                                                       |   |
| 9.2    | Negative      Covenants                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                       |
|   | Without      written consent from the Lessor, the Lessee shall not:                                                                                                                                                        |
|   |                                                                                                                                                                                                                       |
|   | (i)                                                                                                                                                                                                                        | directly      or indirectly engage in any business beyond the scope of business      permitted in its business license; |
|   |                                                                                                                                                                                                                       |   |
|   | (ii)                                                                                                                                                                                                                       | proceed      in liquidation, bankruptcy, dissolution, winding-up or other similar legal      proceedings; |
|   |                                                                                                                                                                                                                       |   |
|   | (iii)                                                                                                                                                                                                                      | take      any action that may result in any authority taking action which could be      detrimental to the Lessor, or could have any adverse effect on the      Equipments; and |
|   |                                                                                                                                                                                                                       |   |
|   | (iv)                                                                                                                                                                                                                       | change      its scope or general nature of business or modify its articles of      association; |
|   |                                                                                                                                                                                                                       |   |
|   | (v)                                                                                                                                                                                                                        | enter      into any amalgamation, demerger, merger or corporate      reconstruction; |
|   |                                                                                                                                                                                                                       |   |
|   | (vi)                                                                                                                                                                                                                       | lease,      transfer, assign or sale any of its material assets;and |
|   |                                                                                                                                                                                                                       |   |
|   | (vii)                                                                                                                                                                                                                      | create      or permit to subsist any encumbrance over any of its material      assets. |

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| 10.       | TRANSFER      OF PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | Subject      to PRC law, the ownership of the Equipments shall be transferred to the      Lessee at the time of delivery. As a security against the full payment of      Rental, the Lessee shall provide all the Equipments as collaterals to the      Lessor.                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 11.       | SHARE      PLEDGE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | As      security for the performance in full of the obligations of the Lessee      under this Agreement, the Lessee hereby agrees to procure its shareholders      to pledge to the Lessor, and creates in favor of the Lessor or any party      designated by the Lessor, a first priority security interest in all of the      rights, title and interest in and to the shares the shareholders own over      the Lessee, and all of their incidental rights with respect to the shares.       The      Lessee shall procure its shareholders to execute a share pledge agreement      with the Lessor, and attach hereto as Annex 2of this      Agreement. |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.       | TERM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.1      | Term      of this                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Agreement |
|      |
|      | This      Agreement shall come into force upon signing, and shall continue and      remain valid for thirty (30) years (“Term”) unless otherwise extended or      terminated in accordance with this Agreement.  The      Parties may amend this Agreement after the execution of this Agreement to      satisfy the requirements of relevant PRC law.                                                                                                                                                                                                                                                                                            |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.2      | Extension      of the Term                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | The      Term shall be automatically extended for additional ten (10) year      period(s), at the Lessor’s sole discretion, subject to sixty (60) days      prior notice served by the Lessor to the Lessee before the expiry of the      Term.                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.3      | Expiry      of the Term                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | Upon      expiry of the Term, the Lessee shall return the Equipments to the Lessor      at the location indicated by the Lessor, in good condition and without      damage other than normal wear and tear. The Lessee shall be responsible      for all expenses incurred by the said return.                                                                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 13.       | TERMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 13.1      | Termination      by the Lessor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | Each      of the following events shall constitute an “Event of Default” of the      Lessee under this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the      Lessee fails to pay the Rental (or any part thereof) or any payment      obligation in accordance with the terms hereof, and such failure is not      remedied within 90 days following the delivery of written notice thereof      to the Lessee of such failure; or |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the      Lessee becomes bankrupt or insolvent, goes into liquidation, has a      receiving or administration order made against it, or if any act is done      or event occurs which under the PRC laws has a similar effect to any of      these acts or events. |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|      | Lessor      may elect to terminate this Agreement by giving a thirty (30)-day prior      notice, upon the occurrence of an Event ofDefault.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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|   | Such      termination being without prejudice to the Lessor's right under this      Agreement or applicable laws to indemnification or compensation for      damages suffered as a result of such material breach.                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 13.2   | Termination      by the Lessee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | The      Lessee hereby acknowledges that the Equipments are specifically purchased      for the use by the Lessee, and termination of this Agreement will cause      inestimable losses to the Lessor. The Lessee further agrees that it will      not terminate this Agreement during the Term for whatever      reasons.                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 13.3   | Consequences      of Early Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Where      this Agreement is terminated by the Lessor in accordance with Clause 11.1      above, the Lessee shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | pay      all the Rental due until the date of termination of this Agreement and      penalty for late payment (if any); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | pay      penalty to the Lessor for the early termination, the amount of which shall      be equal to the amount of Rental calculated from the Termination Date      until twenty (20) years following such date, or the expiry date of this      Agreement, which ever is the earlier; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | return      all of the Equipments to the Lessor within ten (10) days after the      Termination Date, in good state of repair and upkeep, and bear any and all      expenses in relation to the removal and delivery of the Equipments.      Failure of the Lessee to return the Equipments in the given time period      shall entitle the Lessor to withdraw the Equipments by itself and the      Lessee shall indemnify the Lessor any costs incurred    thereof. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 14.    | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 14.1   | Scope      of Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Each      Party shall not disclose, during the term of this Agreement and for a      period of three (3) years after termination thereof, and shall take all      necessary measures to avoid the disclosure to any third party of any and      all information concerning the other Party, and notably its business,      products, technology or clients, as well as information regarding this      Agreement, including but not limited to, the existence of this Agreement      and the business contemplated under the Agreement (“Confidential    Information”). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 14.2   | Permitted      Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Either      Party may disclose Confidential Information to its own employees and/or      consultants, but only to the extent such disclosure is strictly necessary      for the negotiation or performance of this Agreement.                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Furthermore,      either Party may disclose Confidential Information either (i) with the      written consent of the other Party, (ii) to its agent, legal or financial      advisor bound by a duty of confidentiality, (iii) obtained though other      means than breach of this obligation of confidentiality; or (iv) pursuant      to the order or requirement of a court, administrative agency, or      regulatory body.                                                                                                                                                    |

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| 15.    | GOVERNING      LAW AND DISPUTE SETTLEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 15.1   | Governing      Law                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | This      Agreement shall be governed and construed by the published and publicly      available laws and regulations of the PRC.                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 15.2   | Dispute      settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Any      dispute arising from or related to this Agreement shall firstly be      resolved through consultation by both parties based on the spirit of      mutual understandings and friendly cooperation.                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |  On      the occurrence of a specific dispute, either party may notify the other      party in writing of the existence of the dispute and its contents. If the      dispute cannot be resolved through consultation within ninety (90) days of      the issuance of the notice, either party may terminate the consultation      and refer the dispute to China International Economic and Trade      Arbitration Commission (“CIETAC”)      for arbitration. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      arbitration shall be conducted in accordance with CIETAC's arbitration      rules in effect at the time of applying for arbitration.  The      arbitration tribunal shall consist of three (3) members.  The      arbitral award shall be final and binding upon the Parties.  The      arbitration proceedings shall be held in Beijing.                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.    | MISCELLANEOUS      PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.1   | Amendments                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | No      modication, amendment, or other change to the Agreement or any of its      Annexes will be binding on any Party unless it is made in writing and      signed by both Parties.                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.2   | Severability                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | If      any provision of this Agreement or any part of an Annex shall be held or      adjudged illegal, invalid or unenforceable, such provision shall not      affect this Agreement or the Annex as a whole or the legality or binding      effect of other provisions.                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.3   | Non-waiver                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | No      failure to exercise and no delay in exercising, on the part of either      Party, of any right, power or the privilege under this Agreement nor any      single or partial exercise thereof, or the exercise of any other right,      power or privilege shall operate as a waiver thereof. No waiver by any      Party of any of its respective rights or obligations under this Agreement      shall be effective unless it is in writing.                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.4   | Entire      Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | This      Agreement and the Annexes hereto constitute the entire agreement between      the Parties and supersede all prior discussions, negotiations and      agreements. The Annexes form an integral part hereof and have the same      legal effect as this Agreement. If there is any inconsistency between the      provisions of this Agreement and any of the Annexes, the provisions of      this Agreement shall prevail to the extent of such      inconsistency.    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.5   | Notices      and Communications                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Any      notice required to be given under this Agreement shall be in writing and      may be given by personal delivery, or delivery through courier or      facsimile transmission as follows: |

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|   |   | The      Lessor: | to      the attention of o          |
|--------|--------|------------------|-------------------------------------|
|   |   |             | Address: o                          |
|   |   |             | Telephone      number: o  |
|   |   |             | Fax number: o                       |
|   |   | The      Lessee: | to      the attention of o     |
|   |   |             | Address:      o                     |
|   |   |             | Telephone      number: o       |
|   |   |             | Fax number: o                  |

|   | (ii)                                                                                                                                                                           | All      notices and communications under this Agreement shall be deemed to be duly      given or made (a) in the case of communication by letter when delivered by      hand, international courier or by registered mail or (b) in the case of      communication by fax when transmitted properly to such fax      number. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                          |
|   | (iii)                                                                                                                                                                          | A      notice or other communication received on a non-working day or after      business hours of the receiving Party shall be deemed to be served on the      next following working day.                                                                                                                                   |
|   |                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                          |
| 16.6   | Language                                                                                                                                                                       |
|   |                                                                                                                                                                           |
|   | This      Agreement shall be written in English and Chinese. Both Chinese and      English versions shall have the same legal effect.                                          |
|   |                                                                                                                                                                           |
| 16.7   | Execution                                                                                                                                                                      |
|   |                                                                                                                                                                           |
|   | Each      language version of this Agreement has eight duplicates, and is executed      on the date first written above by the authorized representatives of the      parties. |

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| Signature:                                   |           |
|----------------------------------------------|----------------|
|                                         |           |
| Name:                                        | Colin      Tay |
|                                         |           |
| Title:                                       | Co-President   |
|                                         |           |
| CECT      Chinacomm Communications Co. Ltd.: |
|                                         |           |
| Signature:                                   |           |
|                                         |           |
| Name:                                        | Qiu      Ping  |
|                                         |           |
| Title:                                       | President      |

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| a)       | The      Rental for the Equipments shall be calculated in the method to be decided      by the Parties, the pricing of which shall not be lower than the market      price for financial leasing. |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                              |
|  b) | The      Rental shall be paid monthly to the bank account of the Lessee within ten      (10) business days following the end of each  month.                                                      |

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