Letter of Undertaking

November 2006

Newegg Inc.

Tekhill Information Technologies (Shanghai) Inc.

Attn: Mr. Fred Faching Chang
16839 East Gale Avenue
City of Industry, CA 91745

Telephone: 626-271-9700

Facsimile: 626-271-9464

Mr. Chang:

Whereas:

1. and (each a "Promiser," and collectively, the "Promisers") respectively hold 51% and 49% of the equity interest in Shanghai Newegg E-Business Co., Ltd. (the "Domestic Co"), a limited liability company organized under the laws of the People's Republic of China ("PRC").

2. The Promisors are each PRC citizens, with identification cards and permanent PRC residence information as set forth on Exhibit A attached hereto.

3. All of the equity interests of the Domestic Co, as may be increased from time to time, is owned entirely by the Promisers (the "Equity Interest").

4. Tekhill Information Technologies (Shanghai) Inc. ("Tekhill"), a wholly foreign-owned enterprise organized under the laws of the PRC, and the Domestic Co are executing an exclusive technical service agreement (the "Commercial Agreement"), each on even date hereof, pursuant to which Tekhill will provide certain technical services to the Domestic Co.

5. In connection with the establishment and funding of the Domestic Co, the Pledgor s have incurred or may incur certain indebtedness to Newegg Inc., a Delaware corporation ("Newegg Inc."), or its subsidiaries or affiliates (the "Indebtedness").

6. The Promisers and Tekhill are executing a proxy agreement (the "Proxy Agreement") on even date hereof, pursuant to which the Promisers agree to authorize an" Authorized Party" (as defined in the Proxy Agreement and also party thereto) to exercise for and on behalf of the Promisers all the voting rights represented by the Equity Interest.

7. The Promisers, Newegg Inc. and Tekhill (Newegg Inc. and Tekhill each individually, and collectively, "Newegg") are executing a Call Option Agreement (the "Option Agreement") on even date hereof, pursuant to which the Promisers will irrevocably grant Newegg a call option to request that the Promisers transfer (subject to applicable PRC laws) any part or all of the Equity Interest exclusively to Newegg and/or its designee (s).

8. The Promisers and Tekhill are executing an equity pledge agreement (the "Equity Pledge Agreement") on even date hereof, pursuant to which the Promisers will pledge the Equity Interest to Tekhill so as to ensure the performance of the obligations of the Promisers under this Agreement and certain other agreements referenced in the Equity Pledge Agreement.

NOW, THEREFORE, in consideration of the representations, warranties and covenants set forth herein, the Promisers hereby jointly and severally undertake, in their capacity as the shareholders of the Domestic Co, to Newegg (Newegg and the Promisers are each hereinafter individually referred to as a "Party" and collectively the "Parties") as follows:

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