EQUITY TRANSFER AGREEMENT IN CONNECTION WITH SHANGHAI YARUN CULTURE COMMUNICATIONS CO., LTD. By and Among REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD. WEIDONG ZHU ZHENHUI WANG And WENHUA CAO

Exhibit 10.2.4

[Translation of Chinese original]

EQUITY TRANSFER AGREEMENT

IN CONNECTION WITH

SHANGHAI YARUN CULTURE COMMUNICATIONS CO., LTD.

By and Among

REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD.

▇▇▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇

And

▇▇▇▇▇▇ ▇▇▇

Table of Contents

Article 1.		Definitions		2
Article 2.		Transfer of Equity Interest		3
Article 3.		Representations and Warranties		4
Article 4.		Closing		5
Article 5.		Further Covenants		7
Article 6.		Rights of the Parties		10
Article 7.		Confidentiality		11
Article 8.		Notices		12
Article 9.		Liability for Breach of Contract		13
Article 10.		Expenses and Taxes		13
Article 11.		Dispute Resolution		13
Article 12.		Governing Law		13
Article 13.		Language		14
Article 14.		Entire Agreement		14
Article 15.		Effectiveness		14
Appendix 1.		Conditions Precedent to Closing		2
Appendix 2.		Representations and Warranties		5
Appendix 3.		Schedule 1. Intellectual Property		13
Appendix 3.		Schedule 2. List of Senior Management Personnel		14
Appendix 3.		Schedule 3. Exclusive Advertising Sales Agency Contracts		16
Appendix 4.		Intellectual Property Protection and Non-Compete Agreement		17
Appendix 5.		Non-Disclosure Agreement		18
Appendix 6.		Existing Television Channels		19

THIS EQUITY TRANSFER AGREEMENT (the “Agreement”) is entered into on this 12^th day of June 2009 by and among:

(1)		REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD., a limited liability company duly established and validly existing under the laws of the People’s Republic of China, with its domicile at ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ District, Beijing (“Party A”);
(2)		▇▇▇▇▇▇▇ ▇▇▇, a natural person and citizen of the People’s Republic of China whose ID card number is ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and whose residential address is Flats 801 and 802, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇;
		▇▇▇▇▇▇▇ ▇▇▇▇, a natural person and citizen of the People’s Republic of China whose ID card number is 31010219690611525X and whose residential address is Flat 202, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇;
		▇▇▇▇▇▇ ▇▇▇, a natural person and citizen of the People’s Republic of China whose ID card number is ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and whose residential address is ▇▇-▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Road, Hangzhou, Zhejiang; (▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ are hereinafter collectively referred to as “Party B”); and
(3)		SHANGHAI YARUN CULTURE COMMUNICATIONS CO., LTD., a limited liability company duly established and validly existing under the laws of the People’s Republic of China, with its domicile at ▇-▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “Company”).

WHEREAS:

(A)		The Company was established on December 14, 2005 and, as at the execution date hereof, has a registered capital of Renminbi Three Million (RMB3,000,000).
(B)		Party B owns 100 percent of the Equity Interest in the Company, of which ▇▇▇▇▇▇▇ ▇▇▇ owns 40 percent of the Equity Interest, ▇▇▇▇▇▇▇ ▇▇▇▇ owns 40 percent of the Equity Interest and ▇▇▇▇▇▇ ▇▇▇ owns 20 percent of the Equity Interest.
(C)		Party A or an affiliate thereof (the “Proposed Listed Company”) plans to list on a foreign stock exchange between 2009 and 2011. Party A and Party B agree that Party B shall transfer 100 percent of the Equity Interest of the Company to Party A (the “Proposed Equity Transfer”) on the terms and conditions herein, pursuant to which ▇▇▇▇▇▇▇ ▇▇▇ shall transfer 40 percent of the Equity Interest to Party A, ▇▇▇▇▇▇▇ ▇▇▇▇ shall transfer 40 percent of the Equity Interest to Party A and ▇▇▇▇▇▇ ▇▇▇ shall transfer 20 percent of the Equity Interest to Party A. The Closing of the Proposed Equity Transfer shall be completed upon the listing.
(D)		On the execution date hereof, Party A and Party B have executed with the Proposed Listed Company an agreement (the “Share Issuance Agreement”), whereby the Proposed Listed Company shall issue shares of the Proposed Listed Company or pay a cash consideration (the “Offshore Consideration”) to Party B once certain

conditions have been fulfilled. The Share Issuance Agreement is attached hereto as an Appendix.

NOW, THEREFORE, following the negotiations between the Parties, the Parties agree as follows:

ARTICLE 1. DEFINITIONS

1.1		Unless otherwise expressly indicated or required by the context, the following terms shall have the meanings assigned to them as follows:
		“Equity Interest” means, unless otherwise agreed by the Parties, 100 percent of the capital contribution to the Company owned by Party B and all title, rights and interests therein (including the rights and interests in any retained earnings of the Company), namely the equity interest that is the subject of the Proposed Equity Transfer.
		“Closing” means the completion by the Parties of the transfer of the Equity Interest mentioned in Article 2 hereof pursuant to Article 4.5 of this Agreement.
		“Closing Date” means the date on which all of the Conditions Precedent for the Closing set forth in Appendix 1 hereto have been fulfilled (or waived) and the Parties confirm, in accordance with Article 4 hereof, that all of the Conditions Precedent have been fulfilled (or waived), or such other date as agreed upon by Both Parties.
		“Commencement Date” means a certain date designated by Party A which shall be a date prior to the Closing Date but after Party A is listed.
		“Encumbrances” means any mortgages, claims, liens, options, pledges, encumbrances, preemptive rights, acquisition rights, seizure rights, ownership retention, setoff rights, counterclaims, trust arrangements and other such restrictions (including restrictions on the right to use, vote, transfer, receive proceeds or other ownership rights);
		“Due Diligence” means the comprehensive due diligence on the Company conducted by Party A and a party or parties designated by Party A prior to the Closing.
		“Disclosure Letter” means the disclosure letter signed and submitted by the Company to Party A on or before the Commencement Date which discloses any other matters other than the representations and warranties set forth in Appendix 2, but all disclosed matters must be specific and complete and correspond to the relevant sequential reference numbers in Appendix 2.
		“Confidential Information” means all oral or written information on or relating to any of the Parties’ business operations, business strategies, business plans, investment plans, sales, clients, marketing, technologies, research and development, finances or otherwise, including but not limited to all reports and records containing such information and all copies (including electronic copies), reproductions, reprints and translations thereof. For purposes of this Agreement, the term “Confidential Information” shall also include this Agreement and any of the documents (including

		but not limited to the necessary documents that Both Parties are required to execute for the Closing) specified or referenced herein.
		“Conditions Precedent” means the conditions precedent for the Closing set forth in Appendix 1 hereto.
		“Working Day” or “Business Day” means a day other than a Saturday, Sunday or statutory public holiday in mainland China.
		“Renminbi” or “RMB” means the legal currency of the PRC.
		“AoA” means the articles of association of the Company (including versions thereof as amended and supplemented from time to time).
		“Registration Authority” means the competent administration for industry and commerce with which the Company is registered.
		“Force Majeure Event” means any event that arises after the execution hereof, that is unforeseeable at the time of the execution hereof, the occurrence or consequences of which are unavoidable or insurmountable and that impedes full or partial performance by any Party or that impedes the performance hereof, and such event includes but is not limited to fire, flood, earthquake, typhoon, Tsunami, war, terrorist activities or other violent acts, accident, strike, epidemics and quarantine restriction.
1.2		Unless otherwise expressly indicated or required by the context:

	1.2.1		any reference to a contract, agreement or document herein shall mean such contract, agreement or document as may be amended, supplemented or novated from time to time;
	1.2.2		any reference to a person in this Agreement or another related contract, agreement or document shall include such person’s successors and permitted assigns;
	1.2.3		any reference to an Article or Appendix herein shall be deemed to apply to the specified Article of or Appendix to this Agreement; and
	1.2.4		“Party” shall refer to any of the Parties hereto, “Parties” or “Each Party” shall refer to each Party or all of the Parties hereto and “Both Parties” shall refer to Party A and Party B.

ARTICLE 2. TRANSFER OF EQUITY INTEREST

2.1

Party B agrees to transfer the Equity Interest to Party A for the price of Renminbi Three Million (RMB3,000,000) (the “Transfer Price”) and Party A agrees, subject to fulfillment of the Conditions Precedent, to purchase the Equity Interest from Party B for the price of Renminbi Three Million (RMB3,000,000) in accordance with Article 4 hereof. The Equity Interest shall be free of any Encumbrances.

2.2

The holding of the equity interest of the Company prior to the completion of the Proposed Equity Transfer is set forth as below:

Name of shareholder		Capital contribution				Percentage
▇▇▇▇▇▇▇ ▇▇▇		RMB 1,200,000					40	%
▇▇▇▇▇▇▇ ▇▇▇▇		RMB 1,200,000					40	%
▇▇▇▇▇▇ ▇▇▇		RMB    600,000					20	%
Total		RMB 3,000,000					100	%

2.3

The holding of the equity interest of the Company after the completion of the Proposed Equity Transfer shall be as follows:

Name of shareholder		Capital contribution				Percentage
Redgate Interactive Advertising (Beijing) Co., Ltd.		RMB 3,000,000					100	%
Total		RMB 3,000,000					100	%

ARTICLE 3. REPRESENTATIONS AND WARRANTIES

3.1		Each Party represents and warrants to the other Parties as follows: Each Party has the right, authorization and power to execute and perform this Agreement and the related Appendices (including both Chinese and English language versions) and if executed by the Parties, this Agreement shall constitute a lawful, valid and binding obligation of the Parties that may be enforced pursuant to the terms hereof. The representations and warranties in this Article 3.1 are true, accurate, complete and not misleading as of the execution date hereof and the Closing Date.
3.2		Party B and the Company, separately and jointly, further make the representations and warranties set forth in Appendix 2 hereto to Party A.
3.3		Unless expressly indicated otherwise, each Party warrants that each representation and warranty by that Party, as of the Commencement Date and the Closing Date, is true, accurate, complete and not misleading.
3.4		If any representation or warranty given in this Agreement by a Party is false or erroneous, or if any representation or warranty is not duly and timely performed, the Party that made such representation or warranty shall be deemed in breach of such representation or warranty. In addition to performing the other obligations herein, the Party in breach of the representation or warranty shall indemnify and bear the losses, damages, expenses (including but not limited to reasonable legal fees or litigation expenses) and liabilities incurred by the non-breaching Parties as a result of such breach.

3.5

Prior to the completion of the Closing, if a Party becomes aware that any representation or warranty made hereunder by such Party is untrue, inaccurate, incomplete or misleading to the other Parties:

	3.5.1		the breaching Party shall promptly notify the other Parties thereof in writing;
	3.5.2		the breaching Party shall promptly take all necessary measures to cure such breach. If such Party fails to cure the breach within thirty (30) days from the date of giving the written notice specified in Article 3.5.1, the Parties shall negotiate in good faith so as to reach a resolution acceptable to all the Parties; and
	3.5.3		if the breach of the representation or warranty remains uncured within thirty (30) days from the commencement of the good faith negotiations mentioned in Article 3.5.2 and Both Parties are unable to reach a resolution, the non-breaching Party may select to proceed with the Closing or unilaterally terminate this Agreement without taking any liability. Unless agreed in writing by all of the non-breaching Parties, under no circumstances shall the breaching Party be deemed to have been released from its liability for breach of contract under Article 3.4. The termination hereof shall not affect the rights and obligations that have arisen prior to the termination.

ARTICLE 4. CLOSING

4.1		Party A shall have the right, through its representatives or advisors, to conduct a Due Diligence on the Company prior to the Closing. Party B and the Company shall use their best efforts to cooperate in such Due Diligence. Party A shall have the right, based on the results of the Due Diligence and the contents of the Disclosure Letter, to (i) proceed with the Closing pursuant hereto, if it is satisfied with the results of the Due Diligence; (ii) consult with Party B on amending or supplementing this Agreement, including but not limited to adding certain Conditions Precedent to the Closing if, based on the results of the Due Diligence, there are obligations other than those specified herein that Party B and the Company are required to perform prior to the Closing. Party B and the Company shall cooperate in good faith with the amendments of this Agreement as reasonably proposed by Party A; (iii) terminate this Agreement without taking any liability, if it is not satisfied with the results of the Due Diligence or the contents of the Disclosure Letter.
4.2		The Closing is conditioned on the fulfillment of the Conditions Precedent set forth in Appendix 1 hereto.
4.3		Both Parties shall use all reasonable efforts to procure the fulfillment of all of the Conditions Precedent for the Closing. Subject to the confirmation by the Parties in writing of the fulfillment (or waiver by Party A) of all the Conditions Precedent to the equity transfer, the Closing of the Proposed Equity Transfer shall be conducted within thirty (30) Working Days after the offshore listing of the Proposed Listed Company (the “Closing Period”). If any of the Conditions Precedent set forth in Article 1.2 of Appendix 2 hereto is not fulfilled during the Closing Period, Party A shall have the right, at its own discretion, by giving Party B written notice, to:

	4.3.1		extend the Closing Period (i.e., to designate a later date as the deadline of the Closing Period). If such Condition Precedent remains unfulfilled after the expiration of the extended Closing Period, Party A shall have right to continuously apply to Article 4.3.3 hereof;
	4.3.2		waive the unfulfilled Condition Precedent, thereby proceeding to the Closing on schedule;
	4.3.3		terminate this Agreement without taking any liability. Unless otherwise provided herein, such termination shall not affect the rights and obligations of the Parties that may have arisen prior to the termination hereof. After the termination hereof, each Party shall take all necessary actions to restore this Agreement to a state identical to that prior to the execution, including but not limited to making applications to the competent government authorities to cancel, withdraw or amend any applications, registrations, filings or any other relevant procedures that have been made or are in the process of being made in connection with the transactions specified herein.

4.4		Both Parties shall respectively have the right to notify the other Party in writing that such Party waives part or all of the Conditions Precedent that the other Party is required to fulfill. The Parties agree that within three (3) Business Days after all of the Conditions Precedent have been fulfilled (or waived), Party B shall provide the relevant supporting documentation to Party A and send a written notice to Party A. The Parties shall jointly confirm in writing whether the Conditions Precedent have been fulfilled within three (3) Business Days from the date on which the notice is given or on such other date as may be agreed by the Parties.
4.5		The Closing of the Proposed Equity Transfer shall take place in Shanghai on the Closing Date. At the time of the Closing, Party B shall submit to Party A written documentation evidencing that the Conditions Precedent have been fulfilled (including but not limited to all documentation amended by the Registration Authority which identifies Party A as the shareholder of the Company, such as the Company’s register of shareholders, the AoA and the new business license which reflect the business registration change and the business registration documents that evidence the change in registration of the Company’s directors to those persons appointed by Party A). The Parties shall confirm in writing whether all of the Conditions Precedent specified in Article 4.2 hereof have been fulfilled. Party A shall, within seven (7) Working Days after the Closing Date, pay the Transfer Price specified in Article 2.1 hereof to the account designated by Party B.
4.6		If the Closing cannot be carried out due to a Force Majeure Event (despite of the fulfillment of all of the other Conditions Precedent), the Parties shall promptly hold negotiations to seek a mutually acceptable solution. If the Parties fail to reach a solution within fifteen (15) Working Days from the fulfillment of all of the Conditions Precedent:

4.6.1

this Agreement shall terminate automatically on the expiry of such fifteen (15)-Working-Day period, unless the Parties agree otherwise in writing. Unless otherwise provided herein, such termination shall not affect the Parties’ rights and obligations that may have arisen by the time of the termination hereof; and

4.6.2

after the termination hereof, each Party shall take all necessary actions to restore this Agreement to a state identical to that prior to the execution, including but not limited to making applications to the competent government authorities to withdraw, cancel or amend any applications, registrations, filings or any other relevant procedures that have been made or are in the process of being made in connection with the transactions specified herein.

4.7

Both Parties agree that the non-breaching Party may require the breaching Party to indemnify all claims, expenses, costs, losses and liabilities (including tax liabilities) incurred or arising in connection with the breach, whether directly or indirectly, if:

	4.7.1		Party B fails to perform or to punctually complete the performance of its obligations under Article 4.2 hereof, thereby making the Closing of the Proposed Equity Transfer impossible; or
	4.7.2		Party A fails to pay to Party B the Transfer Price in full pursuant to Article 4.5 hereof.

ARTICLE 5. FURTHER COVENANTS

5.1		The Parties agree that they shall execute all of the documents and carry out in accordance with the law all the acts that may be reasonably required for the full implementation of this Agreement.
5.2		With a view to realizing the objectives hereof, Party B and/or the Company shall not, from the effective date hereof, sell, transfer, donate or otherwise dispose of any material assets or business of the Company. The Company further covenants that it will operate its assets in a normal manner and use its best efforts to ensure the Company’s continuous development. Party B shall not transfer any of its Equity Interest in the Company to any person other than Party A and shall not reduce the Company’s capital or otherwise revise its equity structure.
5.3		From the effective date hereof, the Company shall, within the first [five (5) days] of each month, furnish to Party A the Company’s financial statements for the preceding fiscal month. Subject to a prior written notice, Party A shall have the right, during normal working hours, to request that the Company provide its financial statements, cash flow statements and all other such documents relating to its business for Party A’s review and Party A shall have the right to make copies or summaries thereof.
5.4		From the effective date hereof, none of the parties comprising of Party B shall directly or indirectly hold any interests in any entity or sector that engages in business that competes with or is similar to that of the Company or in any sector that could be in competition with the business of the Company, and shall not provide any services to any entity that engages in business that competes with or is similar to that of the Company.
5.5		Party B, as the shareholders of the Company prior to the Closing, shall not do, and shall not permit the Company to do, anything during the period between the effective date and the Closing Date that could have a material adverse effect on the Equity Interest and/or the Company. For this purpose, Party B and/or the Company

undertake(s) that during the period between the Commencement Date and the Closing Date, unless otherwise agreed in advance in writing by Party A:

5.5.1

the Company shall not be permitted to pay (nor shall it agree to pay) any amounts other than the amounts it is required to pay in the ordinary course of business; notwithstanding the foregoing, the Company shall not incur (or agree to incur) any single cash payments exceeding Renminbi Fifty Thousand (RMB50,000) or cash payments that in the aggregate exceed Renminbi One Hundred and Fifty Thousand (RMB150,000) regardless of whether in the ordinary course of business;

	(i)		the Company shall not be permitted to sell, mortgage, pledge, lease, assign, donate or otherwise dispose of assets that are not set forth in its scope of business where the total transaction value exceeds Renminbi Ten Thousand (RMB10,000);
	(ii)		other than in the ordinary course of business, the Company shall not be permitted to dispose of any fixed assets or approve of the disposal or acquisition of the Company’s fixed assets, relinquish any rights in any of the Company’s assets or enter into any contract that could result in the running-off of any fixed assets or cause the Company to incur any other liabilities; and
	(iii)		the Company shall not make any expenditures that are not set forth in its scope of business where the total amount exceeds Renminbi Ten Thousand (RMB10,000) or purchase any tangible or intangible assets (including equity investment in any other companies) that are not set forth in its scope of business where the value exceeds Renminbi Ten Thousand (RMB10,000);

	5.5.2		Party B and/or the Company shall not be permitted to enter into any transaction or take any action other than in the ordinary course of business;
	5.5.3		Party B and/or the Company shall not be permitted to commit any act or omission that constitutes or could constitute a breach of the representations and warranties given by Party B and/or the Company hereunder;
	5.5.4		the Company shall not be permitted to declare a distribution or make a payment or make preparations for the declaration, payment or distribution of any dividends or bonuses or make any other profit distribution;
	5.5.5		the Company shall not be permitted to make or agree to make a capital increase, capital reduction or any other such change in its capital;
	5.5.6		other than the loans disclosed to Party A by the Company prior to the execution date hereof, the Company shall not be permitted to make or extend loans or provide any other such form of financial assistance to any third party;
	5.5.7		unless otherwise provided in the laws, statutes, rules or regulations, the Company shall not be permitted to pay a bonus to any manager, director, employee, sales representative, agent or advisor, increase the said persons’

			income in any manner or change the remuneration or benefits of such persons in any manner whatsoever;
	5.5.8		the Company shall not be permitted to provide security or guarantees to Party B or any third party or create any mortgage, pledge or other form of Encumbrances on its assets or Equity Interest;
	5.5.9		the Company shall not be permitted to prepay debts, release any third party from the Company’s claims on such party or waive any right of recourse;
	5.5.10		any contracts or agreements into which the Company has entered shall not be permitted to be amended;
	5.5.11		the Company’s accounting methods, policies or principles, or financial and accounting rules and regulations shall not be permitted to be revised;
	5.5.12		any of the Company’s sales practices or accounting methods shall not be permitted to be materially revised or altered, or the Company’s employment policies, rules or regulations shall not be permitted to be materially changed;
	5.5.13		other than resolutions adopted for the purpose of performing this Agreement, any shareholders’ resolution or board resolution that runs counter to the conventional matters discussed and adopted at annual shareholders’ meetings of the Company shall not be permitted to be adopted;
	5.5.14		Party B and/or the Company shall not be permitted to take any actions that are inconsistent with the provisions hereof or the transactions contemplated hereunder;
	5.5.15		the Company shall not be permitted to restructure its capital structure, amend its AoA or otherwise amend its registered business particulars (e.g. its name, address or such other basic particulars);
	5.5.16		the Company shall not be permitted to enter into agreements involving intellectual property with a third party, regardless of whether the title to intellectual property owned by the Company changes, including but not limited to change by transfer, gifting, etc., or intellectual property owned by the Company is licensed to a third party or the Company has use of a third party’s intellectual property pursuant to such agreement; and
	5.5.17		any act or omission that could lead to any of the aforementioned circumstances shall not be permitted to be committed.

5.6		If the facts on which Party B and/or the Company relied in making its and/or their representations and warranties herein change, potentially causing a material adverse effect on the transactions hereunder, Party B and/or the Company shall promptly disclose such facts to Party A.
5.7		The Parties hereby agree and confirm that the equity acquisition and payment of the Transfer Price by Party A pursuant hereto are reliant on the Company’s net equity value as confirmed in the financial information disclosed or provided by Party B during the audit of the Company. Accordingly, if, after the completion of the

Proposed Equity Transfer, Party A discovers that the Company has any unpaid debts that are not disclosed during the pre-Closing audit or if the value of the Company’s assets or Equity Interest is impaired due to any inaccurate financial information disclosed by Party B or due to Party B’s failure to comply with its covenants set forth in Article 5.5 above (a “Default Amount”), each of the parties comprising of Party B undertakes that it shall bear the joint and several liability in respect of such Default Amount in proportion to its capital contribution to the Company prior to the Proposed Equity Transfer. Party A shall have the option, at its own discretion, to either deduct the Default Amount from the Transfer Price (if it has not been paid) or Offshore Consideration or demand that Party B otherwise pay the Default Amount to the Company.

5.8

Party B, as management personnel of the Company, agrees to take all necessary actions prior to the Closing:

	5.8.1		to secure, upon the expiration of each relevant contract, the renewal by the Company of the exclusive advertising agency contracts for the television channels set forth in Appendix 6 hereto (“Existing Television Channels”). Pursuant to such renewed contracts, the Company shall at least have no less than one (1) year of exclusive advertising agency rights for the Existing Television Channels; or
	5.8.2		to procure the execution by the Company of exclusive advertising sales agency agreements with other television channels so as to ensure that under any circumstance the Company is the advertising agency for at least four television channels (such television channels shall be subject to the consent and approval of Party A), and the provisions, terms and conditions of such advertising sales agency agreements shall be substantially identical to those of the advertising sales agency agreements set forth in Schedule 3 of Appendix 3 hereto and shall be subject to the consent and approval of Party A.

ARTICLE 6. RIGHTS OF THE PARTIES

6.1

The Parties agree that if any of the following facts, matters or events exists prior to the Closing, Party A may terminate this Agreement without taking any liability by so notifying Party B and/or the Company in writing. Additionally, it may demand that the breaching Party bear the liability for breach of contract specified in Article 9:

	6.1.1		any act of Party B and/or the Company that constitutes a fundamental breach hereof, making it impossible for Party A to complete the acquisition of the Equity Interest;
	6.1.2		any breach by Party B and/or the Company of any representation or warranty and such breach has a material adverse effect on the Company and the transactions hereunder; or
	6.1.3		an event that has or may have a material adverse effect on the Company’s business, financial condition or prospects.

6.2

The Parties agree that if any of the following facts, matters or events exists prior to the Closing, Party B may terminate this Agreement without taking any liability by so

notifying Party A in writing. Additionally, Party B may demand that the breaching Party bear the liability for breach of contract under Article 9:

	6.2.1		an act of Party A that constitutes a fundamental breach hereof and the proposed offshore listing, making it impossible for Party B to receive the Transfer Price and the Offshore Consideration; or
	6.2.2		an event that has or may have a material adverse effect on the transactions hereunder that arises due to the willful misconduct or gross negligence on the part of Party A.

ARTICLE 7. CONFIDENTIALITY

7.1

A Party (the “Receiving Party”) that becomes aware of or receives Confidential Information from a Party hereto (the “Disclosing Party”) shall keep such information confidential, may not use such Confidential Information for any purpose other than for the purposes contemplated by this Agreement and may not disclose the Confidential Information to any party other than a Party hereto (or a company appointed by any Party (such company shall bear the confidentiality obligations hereunder, and each Party shall bear the legal liability arising from a breach of the confidentiality obligations hereunder committed by any company appointed by said Party)) without the prior written consent of the other Parties. Notwithstanding the foregoing restrictions, the confidentiality obligations set forth in this Article 7 shall not apply to:

	7.1.1		information that has entered the public domain other than as a result of the wrongful conduct of the Receiving Party or its representatives, agents, suppliers or subcontractors;
	7.1.2		information legitimately and legally obtained by the Receiving Party from a third party, provided that at the time of obtaining such information, it is not subject to confidentiality obligations or other restrictions on use; or
	7.1.3		information in written form owned by the Receiving Party, which is not subject to any restrictions on use or disclosure and is not obtained for the purpose of executing or performing this Agreement.

7.2		Notwithstanding Article 7.1, the Receiving Party may disclose Confidential Information to its employees, directors and professional advisors that is reasonably necessary for the purposes of this Agreement, provided that the Receiving Party ensures that such employees, directors and professional advisors are aware of and comply with the confidentiality obligations set forth in this Article. If the disclosure of the relevant Confidential Information is required by law or requested by a competent court, regulatory authority or any other such competent government agency, the Receiving Party may disclose such Confidential Information, provided that the Receiving Party shall, to the extent permitted by relevant laws and statutes, take all necessary actions to ensure that the Confidential Information is treated as confidential.
7.3		The Receiving Party shall not reproduce any Confidential Information in any manner whatsoever without the prior written consent of the Disclosing Party.

7.4

This Article 7 shall survive the termination of this Agreement.

ARTICLE 8. NOTICES

8.1

Any notice hereunder shall be made in writing and dispatched by fax or registered mail to the recipient’s designated number or address. Notices dispatched by the aforementioned means shall be deemed received:

	8.1.1		the twelfth (12th) hour after transmission, if dispatched by fax; and
	8.1.2		the third (3rd) day after consignment to the post office, if dispatched by registered mail.

8.2		If Party A dispatches a written notice to Party B pursuant to Article 8.1 hereof, it shall dispatch the same to Party B at the following fax numbers or correspondence addresses:
		▇▇▇▇▇▇▇ ▇▇▇
		Fax number: ▇▇▇-▇▇▇▇▇▇▇▇
		Correspondence address: Suite ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
		Attn.: ▇▇▇▇▇▇▇ ▇▇▇
		▇▇▇▇▇▇▇ ▇▇▇▇
		Fax number: ▇▇▇-▇▇▇▇▇▇▇▇
		Correspondence address: Suite ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
		Attn.: ▇▇▇▇▇▇▇ ▇▇▇
		▇▇▇▇▇▇ ▇▇▇
		Fax number: ▇▇▇-▇▇▇▇▇▇▇▇
		Correspondence address: Suite ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
		Attn.: ▇▇▇▇▇▇▇ ▇▇▇
8.3		If Party B dispatches a written notice to Party A pursuant to Article 8.1 hereof, it shall dispatch the same to Party A at the following fax number or correspondence address:
		Fax number: ▇▇▇-▇▇▇▇▇▇▇▇
		Correspondence address: ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ District, Beijing

Attn.: ▇▇▇▇ ▇▇▇

ARTICLE 9. LIABILITY FOR BREACH OF CONTRACT

9.1		If a Party breaches any of the provisions hereof, it shall compensate the non-breaching Parties for all claims, expenses, costs, losses and liabilities incurred or arising in connection with such breach, whether directly or indirectly. If the breaching Party is one of the parties comprising of Party B and/or the Company, Party B shall jointly and severally bear the liabilities in respect of the compensation for such breach.
9.2		Without prejudice to any of the other provisions of this Article 9, if a Party fails to perform any of its obligations hereunder, the non-breaching Parties shall, in addition to exercising any other rights and remedies available hereunder, be entitled to demand that the breaching Party perform the relevant obligation and the Parties expressly waive the defense of sufficiency of damages.
9.3		Without prejudice to any of the other provisions of this Article 9, if a party comprising of Party B fails to fully transfer the Equity Interest to Party A on the terms and conditions hereof, Party A shall have the right to demand in writing that Party B perform its obligations as specified herein and transfer the Equity Interest to Party A. If Party B does not complete the procedures for amending the business registration for the Proposed Equity Transfer within seven (7) Working Days after receipt of the written notice from Party A, Party A shall be entitled to unilaterally terminate this Agreement on the basis of such material breach and demand that the breaching Party compensate for the losses, damages and costs (including but not limited to reasonable legal fees and litigation expenses) incurred in connection with Proposed Equity Transfer by Party A as a result thereof.

ARTICLE 10. EXPENSES AND TAXES

10.1		Both Parties shall each bear its own expenses (including but not limited to legal, accounting, financial, consulting, advisory, auditing, due diligence and other related expenses) in connection with all the negotiations and the implementation of the final agreement (e.g., this Agreement (including the Appendices)) and the acquisition.
10.2		Both Parties shall each pay any taxes it may be required to pay in connection with Proposed Equity Transfer hereunder. Both Parties shall each be responsible for paying the stamp duty in respect of the original of this Agreement it holds.

ARTICLE 11. DISPUTE RESOLUTION

Any dispute arising from or in connection with this Agreement, including disputes over the validity or existence of this Agreement, shall be resolved by Both Parties through good faith negotiations. If the dispute is not resolved within thirty (30) days after a Party gives notice requesting such negotiations, any Party shall have the right to submit the dispute to the Shanghai Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules then in effect. The arbitration award shall be final and binding on Both Parties.

ARTICLE 12. GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the People’s Republic of China.

ARTICLE 13. LANGUAGE

This Agreement is made in Chinese in six (6) counterparts, of which Party A shall hold one original, each party comprising of Party B shall hold one original and the remaining originals shall be used to carry out the relevant registration procedures.

ARTICLE 14. ENTIRE AGREEMENT

This Agreement, including the attached Annexes, Appendices and Schedules, supersedes all prior written or oral agreements on the matters provided for herein reached by the Parties and constitutes the entire agreement between Both Parties.

ARTICLE 15. EFFECTIVENESS

This Agreement shall enter into effect after it is signed/sealed by the Parties or their authorized representatives and once Party A has obtained its offshore listing and the conditions regarding the payment of the Offshore Consideration set forth in paragraph D of Article 1 hereof are satisfied.

IN WITNESS WHEREOF, this Agreement is duly executed by the Parties on the date first set forth above.

Execution Page

APPENDIX 1.

CONDITIONS PRECEDENT TO CLOSING

The Closing of the Proposed Equity Transfer is conditioned on the fulfillment of all of the following conditions (or the waiver thereof in writing by the interested Party):

	1.1		Party A shall be responsible for:
			executing all legal documents that Party A is required to execute in order to complete the Proposed Equity Transfer (including but not limited to the equity transfer documents that the competent administration for industry and commerce may require to be executed).
	1.2		Party B and the Company shall ensure that:

	(1)		the Company has secured all permits, approvals, licenses, authorizations, etc. that are required by the law to conduct its business;
	(2)		Party B and the Company have complied with all of their respective obligations and covenants hereunder, including but not limited to the covenants set forth in Articles 5.2 to 5.5 of this Agreement, and the Company shall have submitted to Party A a letter executed by its authorized representative confirming that as at the Closing Date, no event has occurred that has or could have a material adverse effect on the Company’s business or financial position;
	(3)		the representations and warranties given by Party B and the Company are true, accurate, complete and not misleading as at the Commencement Date and Closing Date;
	(4)		▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and all of the management personnel or core technical personnel specified in Schedule 2 of Appendix 3 have executed with the Company the Intellectual Property Protection and Non-Compete Agreement as set forth in Appendix 4 and the Non-Disclosure Agreement as set forth in Appendix 5;
	(5)		the Company has executed employment contracts that are in compliance with the legal requirements with all of its employees, and has provided insurance coverage and other benefits required by relevant laws, including but not limited to pension insurance, basic medical insurance premiums and unemployment insurance premiums, to all of its employees;
	(6)		Party A has completed the Due Diligence on the Company, Party B and the Company have provided all the documents relating to the Due Diligence as required by Party A, and the results of the Due Diligence are satisfactory to Party A;

	(7)		a qualified accounting firm approved by Party A has issued, prior to the listing date, an unqualified audited financial report of the Company for the period commencing from 2006 to the year preceding the listing of the Proposed Listed Company pursuant to currently effective US GAAP, and the audit results of such report have been approved by Party A;
	(8)		resolutions approving the Proposed Equity Transfer and the corresponding amendments to the AoA have been adopted at a meeting of the Company’s shareholders, and Party B has waived said Party’s right of first refusal over the Equity Interest to be transferred;
	(9)		all other legal documents required to be executed by this Agreement or required to be executed in order to complete the Proposed Equity Transfer have been duly executed;
	(10)		the procedures for the amendment of business registration in respect of the transfer of the Company’s Equity Interest and other relevant changes have been completed with the Registration Authority;
	(11)		the Company’s directors originally appointed by Party B have resigned from their positions in the Company and confirmed in writing that they have waived any claim of right to severance pay and any other related issues they may have against the Company;
	(12)		the registration or filing procedures for the directors and legal representative appointed by Party A have been made with the Registration Authority;
	(13)		the Company has, in accordance with applicable laws and regulations, established a branch at its actual business address (Suite ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇), or has, to the satisfaction of Party A, resolved the issue of the discrepancy between the Company’s actual business address and registered address;
	(14)		the Company has, in accordance with the law, applied for and been issued with the Statistics Registration Certificate;
	(15)		the Company has completed, in accordance with applicable laws and as required by the competent government authorities, the procedures for the registration of the establishment of a representative office (if required) in the area that it actually carries out representational activities for its business;
	(16)		the Company has taken all necessary actions to terminate its business relationship and any other connected relationship with Shanghai Yingji Culture Communication Co., Ltd. (“Yingji”), and there are no outstanding contracts existing between the Company and Yingji;

	(17)		the Company has sold the 70 percent equity interest it holds in Shanghai Hongjiu Business Consulting Co., Ltd. (“Hongjiu”) for a price of not less than Renminbi One Million (RMB1,000,000) and carried out the procedures for the amendment of business registration in connection with the aforementioned equity transfer;
	(18)		the matter under the Share Issuance Agreement concerning paying the first portion of the Offshore Consideration to Party B has been approved by the shareholders general meeting/board of directors of the Proposed Listed Company, relevant PRC government agencies (if required) and other competent authorities;
	(19)		the contents of Schedule 1 to Appendix 3, Intellectual Property, Schedule 2 to Appendix 3, List of Senior Management Personnel, Schedule 3 to Appendix 3, Exclusive Advertising Sales Agency Contracts, and Appendix 6, Existing Television Channels, hereto have been updated in line with the actual circumstances of the Company as at the time of the Closing and truthfully reflect the Company’s actual circumstances at the time of the Closing (if any changes in the contents of the Appendices as at the time of the execution hereof occur prior to the Closing) and such updates have been confirmed by Party A; such updated Appendices shall constitute an integral part of, and be as authentic as, this Agreement; and
	(20)		other obligations that Party A, pursuant to Article 4.1 of this Agreement, has, after the due diligence, required Party B to complete prior to the Closing.

APPENDIX 2.

REPRESENTATIONS AND WARRANTIES

In addition to the matters expressly disclosed in the Disclosure Letter submitted by the Company on or before the Commencement Date, Party B and the Company give to Party A on the Commencement Date and the Closing Date the representations and warranties set forth below in respect of the following matters; each representation or warranty shall be deemed an independent representation or warranty and shall not (unless otherwise expressly indicated) be limited or constrained by any other representation or warranty or any other provisions of this Agreement:

1.		No conflict: The execution and performance of this Agreement by Party B and the Company shall not breach or conflict with any of the provisions of the Company’s AoA or other organizational documents of the Company or violate any mandatory laws or regulations of the PRC. Party B and the Company have secured all third party approvals or authorizations required for the transactions contemplated by this Agreement (including those of competent government authorities).
2.		Valid existence of the Company and Party B’s Equity: The Company is a duly established and validly existing limited liability company and its registered capital has been paid in full. Party B is the lawful owner of the Company’s Equity Interest, is entitled to the rights attaching to the Equity Interest and undertake the corresponding obligations. Other than those disclosed by Party B and the Company in the Disclosure Letter, no transfer, nomination, trust, pledge or any other manner of Encumbrances of or on the Equity Interest exists in respect of the Equity Interest.
4.		Investments: The Company has no investments in any third parties or has no subsidiary commercial organizations, including but not limited to subsidiaries, branches, offices or establishments; as well any other entities directly or indirectly controlled by or in which the Company has an equity interest, or any other entities in which the Company has an equity interest.
5.		Information Disclosure: All of the information contained in this Agreement, and all other information given or provided by the Company and Party B to Party A or any of its representatives, employees or professional advisors during the negotiations for this Agreement or any background check or other investigation conducted by Party A (or its representatives) prior to the execution hereof or prior to the Closing is, at the time of provision, and continues to be true, complete, accurate and not misleading in all respects. There are no facts, things or matters that would make any such information untrue, inaccurate or misleading that have not been disclosed to Party A, and there are no facts, things or matters that are once disclosed would reasonably affect Party A’s intent to purchase the Equity Interest or affect the provisions on which Party A’s intent to purchase the Equity Interest is based.
6.		Financial Report: The Company’s audited financial report as at December 31 of the year preceding the listing (the “Balance Sheet Date”) truthfully, completely and accurately reflects the Company’s operations and financial position for the relevant periods or on the relevant reference dates. All of the Company’s audited accounts and unaudited accounts have been prepared pursuant to the financial and accounting

systems specified in the relevant laws of the PRC with the consideration of the Company’s actual circumstances, and truthfully and fairly reflect the Company’s financial and operational conditions as at the relevant accounting dates. The Company’s financial records and information comply with the requirements of the PRC laws and statutes and satisfy the PRC accounting standards. The Company’s financial report is an audited financial report that fully complies with currently effective US GAAP and is issued with an unqualified opinion.

7.		Undisclosed debts: Other than the debts set forth below, the Company does not have any debts that are not recorded on its balance sheets: (1) debts disclosed in the Disclosure Letter; and (2) debts incurred in the ordinary course of business after the Balance Sheet Date, that are not prohibited by this Agreement and shall not have a material adverse effect on any shareholder of the Company or the Company itself. Other than those disclosed to Party A in the Disclosure Letter, the Company has never been required to assume any debts or liabilities as a result of its holding an equity interest in, or the transfer of its equity interest in, Hongjiu and there are no outstanding debts or liabilities between it and Honjiu, nor has the Company ever assumed any obligation in respect of a guarantee, mortgage, pledge or any form of security provided to a third party nor ever created a mortgage, pledge or other security interest on its property.
8.		Insurance Coverage:

	8.1		The Company has insured all of its insurable assets for their entire replacement value pursuant to the type(s) of insurance that are commonly taken out by companies that engage in similar business or own similar assets. The insurance taken out by the Company includes casualty insurance, personal injury and death insurance, third party liability insurance and other types of insurance commonly taken out by such companies.
	8.2		With respect to all such insurance:

	(i)		to date, the Company has punctually paid all premiums;
	(ii)		the insurance taken out by the Company on leased immovable assets is presently valid, and if the Company is responsible for renewing such insurance, such insurance policies satisfy the requirements in respect of the lease of any immovable assets in all respects;
	(iii)		all insurance policies are fully valid; neither the Company nor the Company’s representative has committed any act or omission, made an erroneous representation or failed to disclose an event that could render such insurance policies revocable, or undertaken any action that could render such insurance polices invalid or unenforceable due to a violation of the law or other reason, or undertaken any action that breaches the terms, conditions or warranties of any insurance policy thereby giving an insurance company the right to refuse to pay all or part of any claim under such policy;

	(iv)		with respect to each insurance policy, there are no special or unusual limitations, terms, exceptions or restrictions, the premiums payable do not exceed the normal premium rates and there are no circumstances existing that could cause an increase in the premiums; and
	(v)		the Company does not have any outstanding claims, and no circumstances exist that could give rise to any claim.

9.		Capital structure: The Company’s AoA and AoA amendments registered with the Registration Authority are consistent with the Company’s AoA and AoA amendments provided to Party A by Party B, and accurately and completely reflect the Company’s capital structure prior to the Closing. The Company has never in any manner whatsoever undertaken to issue or actually issued to any third party any of the Company’s equity interest, shares, bonds, options or rights or interests of identical or similar nature other than the Equity Interest.
10.		No change: During the period between the Balance Sheet Date and the Commencement Date, the Company has not carried out any of the following acts, unless otherwise provided herein or disclosed by Party B and the Company to Party A in the Disclosure Letter and approved in writing by Party A:

	10.1		prepaid any debt;
	10.2		provided security to a third party in the form of a guarantee or created a mortgage, pledge or any other form of Encumbrances on its property;
	10.3		released any third party from a debt to the Company or waived any right of recourse;
	10.4		amended any existing contract or agreement;
	10.5		paid a bonus to any management officers, directors, employees, sales representatives, agents or advisors of the Company or increased their income in any manner, or changed their remuneration or benefits in any manner;
	10.6		incurred any loss (insured or not) or experienced any change in the relationship with any supplier, client or employee whereby such loss or change would have a material adverse effect on the Company;
	10.7		revised the Company’s accounting methods, policies or principles, or financial and accounting rules and systems;
	10.8		transferred or licensed any of the Company’s intellectual property rights to any third party(ies) other than in the ordinary course of business;
	10.9		made a material revision or alteration to the Company’s sales practice or accounting method, or a material change in the Company’s employment policies, rules or regulations;

	10.10		experienced any material adverse change in the Company’s financial position or sustained any liability arising from a transaction conducted other than in the ordinary course of business;
	10.11		adopted any shareholders’ resolution or board resolution different from those relating to conventional matters discussed and adopted at annual shareholders’ meetings of the Company, other than resolutions adopted for the purpose of performing this Agreement;
	10.12		declared, paid, distributed or committed to, or be in the process of declaring, paying, distributing or committing to any dividends, bonuses or other forms of shareholder distribution;
	10.13		(i) undertaken any asset sale, mortgage, pledge, lease, assignment or other disposal other than in the ordinary course of business whereby the total transaction amount exceeds Renminbi Two Hundred Thousand (RMB200,000); (ii) disposed of any fixed assets or approved the disposal or acquisition of any fixed assets of the Company other than in the ordinary course of business, relinquished any rights in any of the assets owned by the Company, entered into any contract that resulted in the alienation of any fixed assets or gave rise to any other liabilities; (iii) made any expenditure exceeding Renminbi Two Hundred Thousand (RMB200,000) in total or any purchase of tangible or intangible assets (including equity investment in any company) other than in the ordinary course of business the value of which exceeds Renminbi Two Hundred Thousand (RMB200,000);
	10.14		undertaken any transaction or act other than in the ordinary course of business; or
	10.15		committed any act or omission that could lead to any of the aforementioned circumstances.

11.		Taxation: The Company has punctually paid all taxes and government charges, made all filings, issued all notices and provided all other information that it is required to provide to any taxation authority or other government agency by the deadlines specified in the relevant laws. All such information is complete and accurate in all material respects; and all filings and notices are complete and accurate in all material respects and are made and issued on the appropriate basis. The Company is not required to pay any taxes in arrears, pay surtaxes or accept other tax investigations, there are no facts that could trigger such an investigation, it has not received or no notice has been issued for the recovery taxes from the Company by any third party or of a dispute concerning any tax break provided to the Company. The Company is not or has ever been liable to pay interest on outstanding taxes.
12.		Assets:

12.1

A specific breakdown of all of the fixed and intangible assets lawfully owned and used by the Company is set forth in item 12 of the Disclosure Letter.

	12.2		All of the Company’s assets are entirely the Company’s property as at the Balance Sheet Date. Other than those that will be disposed of or repaid in the normal course of business in future, all such assets as well as all assets and liabilities acquired or arising in the future are or will be entirely the Company’s property, are not the subject of any transfer or Encumbrance (other than liens legally arising in the ordinary course of business) and are not the subject of any installment payment, conditional sale or credit sale agreement.
	12.3		All such assets are occupied (if they can be so occupied) by the Company or under the Company’s control, or the Company has the right to occupy or control the same. All such assets are located in the PRC.
	12.4		The assets owned or leased by the Company constitute all of the property, rights and assets required by it to fully and effectively carry on its existing business or to facilitate its engagement in business.

13.		Immovable assets: The Company does not have any real estate or related rights, interests or obligations. However, it does have valid and binding lease interests; such lease interests are intact and free and clear of any Encumbrances and no third party has asserted that it has rights or interests of senior priority in such lease interests. With respect to the property or assets leased by the Company that have a substantive connection with its operations, the Company is in compliance with the lease terms therefor, has valid lease interests in such assets, and they are free and clear of any liens, Encumbrances or security interests or of claims by any third party other than the lessor of such property or assets.
14.		Contracts:

	14.1		Party B and the Company have, as required by Party A, provided to Party A or third parties designated by it photocopies, that are true to the originals, of all of the Company’s existing and valid written contracts and warrant that all such contracts are valid and enforceable by law.
	14.2		None of the business contracts entered into by the Company has become invalid, been rescinded or granted the counterparty the right to unilaterally terminate the same pursuant to the provision of any laws and to the knowledge of Party B and Company, currently and until the Closing Date, there is no possibility for such risk to arise.
	14.3		The Company is not and has never been a party to a contract, arrangement, undertaking or agreement as set forth below:

	(i)		a contract, arrangement or undertaking outside the ordinary course of business;
	(ii)		a contract, arrangement or undertaking not entirely reached on an equitable and commercial basis;
	(iii)		a loss-making contract, arrangement or undertaking (i.e. one that is known to potentially result in a loss once performed);

	(iv)		a contract, arrangement or undertaking that would be impossible without any difficulties to complete or perform on schedule without the commitment of particularly large or unusual expenditures or efforts;
	(v)		a contract, arrangement or undertaking not signed by the Company as a party but that is, in fact, being performed by the Company; or
	(vi)		other than as disclosed to Party B in the Disclosure Letter, a consent to become a member of any joint venture, consortium, partnership or other unincorporated organization (other than a recognized industry association).

	14.4		The Company is not in breach of any of the terms or obligations under any contract, agreement or document to which the Company is a party or which is binding on the Company.
	14.5		All of the exclusive advertising sales agency contracts entered into by the Company with the relevant television channels as set forth in Schedule 3 of Appendix 3 are valid and legally enforceable.

15.		Intellectual property: Other than those that have been disclosed to Party A in the Disclosure Letter, the Company has the lawful ownership of or the right to use all of the intellectual property (including but not limited to patents, trademarks, copyrights, proprietary technologies, domain names and trade secrets, etc.) that it currently uses, and the Company has secured all necessary authorizations and licenses for the intellectual property rights (including but not limited to copyright licenses for the value added services that it provides) used in its business activities, but owned by third parties. The Company has not infringed any intellectual property, trade secrets, proprietary information or other similar rights of third parties and there are no pending or threatening claims for damages, disputes or legal proceedings in respect of the Company’s infringement of the intellectual property, trade secrets, proprietary information or other similar rights of any third parties. The trademarks, patents, software copyrights and domain names owned by the Company have been duly registered in accordance with the law. The information regarding the intellectual property that the Company owns or has the right to use as set forth in Schedule 1 of Appendix 3 is true, accurate, complete and not misleading.
16.		Litigation: None of the circumstances set forth below that could have a material adverse effect on the Company or the formation, validity and enforceability of this Agreement or the Proposed Equity Transfer under this Agreement exists (regardless whether it is completed, pending or threatening or not):

	16.1		sanctions or restrictions imposed on the Company by a radio station, television station or any organization that has the capacity to restrict or materially affect the Company’s business;
	16.2		a penalty, injunction or order against the Company by a competent government authority; or

16.3

a civil, criminal or administrative action, arbitration or other similar proceeding or dispute against or with the Company.

17.		Legal Compliance: Other than those that have been disclosed by the Company in the Disclosure Letter, the business currently engaged in by the Company complies with the current and valid laws, statutes, regulations and other administrative regulations issued by competent state government authorities (hereinafter collectively referred to as “Statutes”), and the Company has not violated any Statutes, such as would lead to a material adverse effect on the business or assets operated by the Company.
18.		Employees: The Disclosure Letter sets forth the basic particulars of all of the Company’s employees (including but not limited to the name, age, position, employment contract term, salary or wage level, details on the payment of social insurance, etc.) and, in particular, sets forth further information on employees who have executed an employment contract with the Company (including but not limited to identifying the entity with whom the actual employment relationship is maintained, and the status of such employment (i.e., through a staffing/placement agency, currently in retirement or under a contractual arrangement whereby social insurance is being maintained)). Other than as disclosed to Party A in the Disclosure Letter:

	18.1		the employment of staff by the Company has complied with the applicable labor laws and regulations;
	18.2		there are no labor disputes or controversies or potential labor disputes or controversies existing between the Company and its current or former employees;
	18.3		the Company does not have any severance pay outstanding and owing due to the termination of the employment with an employee and is not under obligation to pay similar compensation or damages in connection with the employment with an employee; and
	18.4		the Company has paid in full and/or withheld in accordance with relevant laws and statutes pension, housing, medical, unemployment and all other social insurance premiums and allowances or employee benefits payable for its employees as specified in relevant laws or agreements, and no existing or potential dispute exists in respect of such social insurance premiums and allowances or employee benefits.

19.		Other establishments: Other than those that have been disclosed by the Company in the Disclosure Letter, the Company does not have any branches or offices nor does it have any long-term investments, such as holding equity, etc., in any other company or enterprise.
20.		Competing Business:

20.1

None of the parties comprising of Party B directly or indirectly holds any interests in any entity or sector that competes with or is similar to the Company or in any sector that could be in competition with the business of the Company.

20.2

Except as disclosed in the Disclosure Letter, Yingji has never conducted or engaged in business that competes with, or is similar to, that of the Company.

21.

Special representations and warranties of Party B and the Company: In addition to the foregoing general representations and warranties, Party B and the Company jointly make the following representations and warranties:

	21.1		all of the Company’s documents, including books of account, records of change in the Equity Interest, financial statements and all other records of the Company, are kept in accordance with the standard commercial practice and are entirely in the possession and control of the Company, and the Company has accurately and compliantly recorded all information on the major transactions relating to its business;
	21.2		as at the Closing Date, all of the Company’s documents, including minutes of board and shareholders’ meetings and the register of shareholders, have been consistently and duly maintained, and completely and accurately record all matters that ought to be recorded in such documents;
	21.3		since the Balance Sheet Date: (i) other than in the ordinary course of business, no event that could trigger the calling of the Company’s debts has occurred; (ii) other than in the ordinary course of business, none of the Company’s property has been disposed of or removed from the Company’s possession and the Company has not executed any agreements that could result in any financial expenditures not in the ordinary course of business or give rise to any liabilities not in the ordinary course of business;
	21.4		the Company has, as required, submitted all necessary information to the competent taxation authorities; no dispute over the Company’s tax obligations, potential tax obligations or tax breaks exists between the Company and the taxation authorities;
	21.5		the Company has duly retained all financial information used in normal tax records and tax payments, as well as all information on any tax breaks the granting of which has been approved by the competent government authorities; and
	21.6.		other than the employee benefits, and social and pension security required by the Labor Law of the People’s Republic of China, the Law of the People’s Republic of China on Employment Contracts and other related regulations, the Company does not have any employment, retirement or pension benefit or security systems or measures for its employees.

APPENDIX 3.

SCHEDULE 1. INTELLECTUAL PROPERTY

A            Intellectual property owned by the Company

B            Intellectual property licensed to the Company

[None]

APPENDIX 3.

SCHEDULE 2. LIST OF SENIOR MANAGEMENT PERSONNEL

▇▇▇▇▇▇▇ ▇▇▇

Managing Director. He formerly worked in the media department of such international advertising companies as J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Grey, etc., serving clients that included such famous international corporations as Palmolive. He was previously responsible for the operation of Dragon TV, Shanghai TV and Shanghai Education Television Station projects, as well as television media projects in such places as Zhejiang, Henan, Hubei, Sichuan, etc.

▇▇▇▇▇▇▇ ▇▇▇▇

Deputy General Manager. He formerly worked in the media department of such international advertising companies as ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇, Dentsu, etc., serving clients that included such famous international corporations as ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇. He previously was involved in the operation of television media projects, such as Shanghai TV’s sports program, Shanghai TV’s documentary channel, etc.

Shengyang Zhu

Director of Administration. He formerly served as director of the advertising department of Shanghai Cable TV, enabling Shanghai Cable TV’s advertising business to achieve outstanding growth during his term of service. He has maintained long-term close relationships with numerous persons in charge of television media in the PRC. He was previously involved in the operation of television media projects in such places as Shanghai, Fujian, etc.

▇▇ ▇▇▇

Financial Controller, Chartered Accountant. [He] formerly served in important financial positions with such joint ventures as Shanghai Captaino Garment Co., Ltd., etc. and international advertising companies as Dentsu, etc. [He] has extensive experience in fund allocation and prospect forecasting for numerous projects.

▇▇▇▇▇▇ ▇▇▇▇

Director of Business. He is currently responsible for the operation of the Tianjin Television Sports Channel project. He has been engaged in media operations work in advertising companies for many years and has established a wide range and solid cooperation foundation with clients.

▇▇ ▇▇▇

Director of Business. He is currently responsible for the operation of the Nanjing Life Channel and Entertainment Channel projects. He has been engaged in media operations work in advertising companies for many years and has established a wide range of solid cooperative foundation with clients.

APPENDIX 3.

SCHEDULE 3. EXCLUSIVE ADVERTISING SALES AGENCY CONTRACTS

Sichuan Science & Education Channel

Ad-agency Cooperation Agreement 2009

Party A: Chengdu Tiandi Tongchuang Advertising Co., Ltd.

Party B: Shanghai Yarun Media Culture Co., Ltd.

Whereas, Party A has entered into an agreement with Sichuan TV Station Science & Education Channel, under which Party A may obtain the ad-agency right to certain slots, and Party B is an advertising company with rich experience in media operation, NOW, THEREFORE, the Agreement is made by and between the Parties through sufficient and amiable negotiation in connection with cooperative operation of certain advertising slots on “Sichuan TV Station Science & Education Channel” in accordance with the Contract Law of the People’s Republic of China and other laws and regulations on advertising administration.

1. Cooperation Projects

1.1 The cooperation projects hereunder shall be the advertising slots for the following programmes on Sichuan Science & Education Channel:

17: 35—19: 10		Film Discussion		17-minute advertising time
21: 30—22: 00		City Stories		6-minute advertising time
22: 00—24: 00		Overseas Theater		22-minute advertising time
12: 05—13: 40		Film Discussion (replay)		17-minute advertising time
13: 50—14: 20		City Stories (replay)		6-minute advertising time
14: 35—16: 40		Overseas Theater (replay)		22-minute advertising time

In total 90-minute advertising time every day.

1.2 The agency period shall be from January 1, 2009 to December 31, 2009.

2. General Principles of Cooperation

2.1 Party B shall ensure the accomplishment of the minimum business volume for the project in the year, namely, RMB13, 000,000; otherwise, Party B shall be responsible for making up the balance, if any.

2.2 Party B shall pay RMB1,000,000 to Party A as the performance bond, which may be used to offset the advance payment for ad-agency right at the time of payment on November 25, 2009.

2.3 Profit distribution: if the balance of the annual business volume after deduction of 25% of the operating costs of the Parties is less than RMB13,000,000, the difference shall be compensated by Party B; if the balance is more than RMB13,000,000, the excess shall be distributed to the Parties according to the following proportion: 30% to Party A and 70% to Party B. The Parties shall be responsible for their respective taxes payable.

3. Payment Method and Deadline for Ad-agency Fee

3.1 Party B agrees to pay RMB1,000,000 to Party A as the performance bond within fifteen (15) days from the effective date of the Agreement.

3.2 Party B shall, as of the effective date of the Agreement, pay RMB1,083,300 in advance as the advertising fee of the following month to the account designated by Party A on or prior to the 25^th day of every month. The initial payment shall be remitted to the account

designated by Party A on or prior to December 25, 2008. No payment shall be required where the amount paid reaches RMB13,000,000 (including RMB1,000,000 as the performance bond).

4. The Parties agree that

1) Party A shall ensure that Sichuan TV Station Science & Education Channel can provide the agency qualification certification to Party B in time;

2) Party A shall ensure that the agency agreement with Sichuan TV Station Science & Education Channel remains effective and valid in 2009;

3) Party B shall take charge of formulating such policies on advertising rate, discount and bonus, which shall be implemented strictly upon formulation;

4) Party B shall take charge of business with clients out of Sichuan; all orders and release agreements shall be submitted to Party A in writing for record filing.

5) Party A shall take charge of local clients in Sichuan; all orders and release agreements shall be submitted to Party B in writing for record filing. The business volume shall be reckoned in the minimum business volume, and the advertising fee shall be deducted from the deposit payable by Party B on the 25^th day of the next month after the broadcasting day;

6) Party B shall have the priority in case of any conflicts between clients of the Parties;

7) Party B may develop local clients in Sichuan where the release volume of the first quarter is less than RMB500,000;

8) Party B shall take charge of arrangement for advertisement position and preparation of advertising orders or copies;

9) Party A shall take charge of coordination with Sichuan TV Station Science & Education Channel;

10) The Parties shall check the operation and finance conditions (written records) once every month; and

11) The agreement between Party A and the Station shall be deemed as an appendix to the Agreement.

5. Liability for Breach of Contract

5.1 Where Party A intends to terminate the Agreement unilaterally other than as a result of force majeure within the term hereof, it shall express its intention at least two (2) months in advance and compensate RMB1,083,300 to Party B.

5.2 Where Party A intends to terminate the Agreement unilaterally as a result of force majeure within the term hereof, it shall notify Party B in advance. Where the advertisements provided by Party B cannot be broadcast completely or in good quality or in full quantity, and can not be prolonged, the ad-agency fee of RMB1,083,300 in the current month shall be refunded to Party B.

5.3 Where Party B fails to pay the ad-agency fee to Party A according to the schedule and amount agreed herein, it shall pay the late fee to Party A at the rate of 0.5‰ of the amount payable for each day overdue; in case of non-payment within 25 days from the due day, Party A shall have the right to terminate the Agreement.

5.4 Where Party B fails to perform the Agreement, the performance bond shall first be used to offset the insufficient amount of the monthly ad-agency fee hereunder. In case Party B fails to perform the Agreement, the performance bond shall not be refunded.

5.5 Where Party B cannot perform the Agreement due to improper management within the term of the Agreement, it shall propose to terminate the Agreement at least two (2) months in advance and compensate one-month ad-agency fee to Party B, namely, RMB1,083,300.

5.6 Each party shall be solely and fully responsible for those advertisement contents and release procedures of its own clients which are in violation of laws, regulations and decrees.

6. Dispute Settlement

All disputes arising from the performance of the Agreement shall be settled through negotiation between the Parties; where negotiation fails, the dispute concerned shall be submitted to the People’s Court with jurisdiction at the place where either party is located.

7. The Agreement shall be made in two copies with equal legal force, one for each party. The Agreement shall take effect with signatures and official seals by the Parties’ authorized representatives. Any matter uncovered herein may be specified in a supplementary agreement, which shall be deemed as an appendix to the Agreement; In case of any conflicts between the supplementary agreement and the Agreement, the former shall prevail.

Party A (seal): Chengdu Tiandi Tongchuang Advertising Co., Ltd.

Authorized representative (signature):

Add.:

Date: December 5, 2008

Party B (seal): Shanghai Yarun Media Culture Co., Ltd.

Authorized representative (signature):

Add.: ▇▇▇▇ ▇▇▇, Sheng’ai Plaza, ▇▇. ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇

Date: December 5, 2008

Appendix: Ad-agency Contract between Party A and Sichuan TV Station Science & Education Channel

Exclusive Agency Contract

for

Advertisements on Tianjin TV Station Sports Channel

Party A:[Tianjin TV Station Advertising Department]

Agent:

Add.: 3/F, Tianyu Hotel, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇

Party B: Shanghai Yarun Media Culture Co., Ltd.

Agent: ▇▇▇▇▇▇▇ ▇▇▇

Add.: Room 403, Sheng’ai Plaza, ▇▇. ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇

The Contract (“Contract”) is made by and between the Parties through amiable negotiation concerning the exclusive right to advertisements on Tianjin TV Station Sports Channel and in accordance with the Contract Law of the People’s Republic of China, the Advertising Law of the People’s Republic of China and other applicable laws and regulations.

Article 1 Subject Matter

Exclusive right to advertisements on Tianjin TV Station Sports Channel.

Article 2 Agency Period

From March 1, 2009 to December 31, 2011.

Article 3 Grant of Ad-agency Right

3.1 According to the terms and conditions of the Contract, Party A agrees to grant Party B the exclusive right to advertisements on Tianjin TV Station Sports Channel from March 1, 2009 to December 31, 2011, particularly from power on at 7:00 every day to power off at about 2:00 before ▇▇▇▇ of the next day, as well as during games transmission before ▇▇▇▇. The advertising period will be 228 minutes per day; in case of excess, the Parties shall negotiate about the payment standards otherwise.

3.2 The advertising patterns to the extent of the exclusive right granted to Party B include brand ads, special ads, programme naming, background panel, table-edge board and corner ▇▇▇▇. With respect to large-scale games or activities hosted by Tianjin TV Station and undertaken by Sports Channel, Party B shall have the right to insert advertisements in live or video broadcast, provided that such rights and interests as activity naming, special broadcast, background board and dresses shall vest in Party A. Party A shall have the right to decide on the advertising patterns and contents.

3.3 The film advertisements of the programmes on Party A’s Sports Channel shall not be in the agency scope of Party B. However, film advertisements must be provided by film operators and broadcast together with the programmes, and separation or removal is prohibited. However, the proportion of the length of film

advertisements to that of the programmes concerned shall be reasonable and notified to Party A in advance.

Article 4 Rights and Obligations of the Parties

4.1 Party A’s rights and obligations

1) Party A shall coordinate with Tianjin TV Station Sports Channel to ensure the relative stability of the programmes and advertising slots on the channel as far as possible. However, Tianjin TV Station Sports Channel shall have the right to adjust reasonably the programmes on the channel according to the overall programme arrangement of Tianjin TV Station. Within the term of the Contract, the programme arrangement of Tianjin TV Station Sports Channel shall be subject to the programme schedule provided by the Channel in the current year. Party A shall have the right to adjust reasonably the prevailing programme schedule according to the demands for games transmission, provided that Party A shall notify Party B three (3) working days in advance of temporary adjustment, or two (2) weeks in advance of material revision.

2) Party A shall coordinate with Tianjin TV Station Sports Channel to ensure the transmission (including, but not limited to, live broadcast, recorded broadcast and delayed broadcast) of regular games of the previous years on the Channel as far as possible. With respect to international and domestic major sports games, Tianjin TV Station Sports Channel shall do its utmost to make coordination to transmit and report such games as far as possible. Failure to transmit certain games due to “reasons not attributable to Tianjin TV Station Sports Channel” shall not constitute Party A’s breach of contract, provided that Party A shall inform Party B in advance.

3) Party A shall be responsible for final examination and broadcasting of the advertisement contents and patterns. Party A shall have the right to refuse to broadcast the advertisements which are not examined, in which case, Party B shall assume relevant liabilities arising therefrom.

4) Party A shall ensure that the advertising time of Tianjin TV Station Sports Channel will conform to the provisions of the State Administration of Radio Film and Television.

5) Party A shall have the right to adjust the programmes on Tianjin TV Station Sports Channel as required by significant publicity tasks of the Country and Tianjin Municipality, provided that Party A shall inform Party B of the adjustment information in advance.

6) Party A shall arrange and broadcast advertisements strictly according to the release sheets and orders provided by Party B and provide Party B with the broadcasting certifications issued by a third person broadcasting supervision company in time. In case of any errors and omissions due to any reason attributable to Party A, Party A shall take remedies on the principle of “once for each error and twice for each omission”.

7) Except for film advertisements and propaganda films concerning channels and columns according to Article 1.3 hereof, Party A may not broadcast any paid advertisement in any form. Where the volume of the advertisements solicited by Party B fails to reach the maximum capability of Tianjin TV Station Sports Channel, Party A shall have the right to broadcast various propaganda films of Tianjin TV Station.

8) Party A shall coordinate with Tianjin TV Station Sports Channel to broadcast more games and improve programme quality as far as possible and do its utmost to ensure that the Channel can obtain more satisfactory results in audience rating in 2009, 2010 and 2011.

9) Party A shall release the programme introduction and advertising information of Tianjin TV Station Sports Channel on relevant pages of the websites of Tianjin TV Station. In case of any change, Party A shall do its utmost to correct relevant information on the websites in time.

10) Party A shall have the right to fix the advertising price of Tianjin TV Station Sports Channel in 2009, 2010 and 2011 for the purpose of unifying the advertising rates of all channels of Tianjin TV Station.

11) Party A shall issue to Party B certain certification documents such as “Exclusive Agency Qualification for Advertisements on Tianjin TV Station Sports Channel”.

4.2 Party B’s rights and obligations

1) Party B may exercise its exclusive agency rights to programs on Tianjin TV Station Sports Channel on the principle of self-promotion and self-operation.

2) Party B shall own all incomes earned from all advertisements under its exclusive agency right. Advertising rights and interests concerning competitions and interaction sections (including, but not limited to, short message, telephone and voice calls) of various programmes on Tianjin TV Station Sports Channel, as well as relevant incomes, shall be distributed to the Parties according to the agreed proportion; such incomes shall not be reckoned in the total amount of exclusive ad-agency in any year and shall be specified in the supplementary agreements.

3) Party B shall ensure to make payment to Party A on schedule according to the payment methods as mentioned herein.

4) The advertisements released by Party B shall conform to the provisions of the Advertising Law of the People’s Republic of China.

5) During the performance of the Contract, Party B may promote Party A’s “programmes and advertising business on Tianjin TV Station Sports Channel” to which Party B has the operation right on Internet in its own name.

6) Party B shall have the right to invite advertising investment in the name of “exclusive ad-agent of Tianjin TV Station Sports Channel”.

7) With respect to various advertisements (including, but not limited to, brand ads, special ads, title naming, sponsor billboard, corner ▇▇▇▇, background panel and table board) designed, shot and produced by Party A at Party B’s requests, Party A will charge the fee from Party B according to the charge standards of Tianjin TV Station for advertisement production.

Article 5 Performance Bond and Payment Method

5.1 The exclusive agency fee from March 1, 2009 to the end of February, 2010 shall be RMB40,000,000, and Party B shall pay the agency fee of the following month on the 25^th day of every month, namely, RMB3,333,300. The exclusive agency fee from March 1, 2010 to the end of February, 2011 shall be RMB43,000,000, and Party B shall pay the agency fee of the following month on the 25^th day of every month, namely, RMB3,583,300. The exclusive agency fee from March 1, 2011 to the end of

December, 2011 shall be RMB42,000,000, and Party B shall pay the agency fee of the following month on the 25^th day of every month, namely, RMB4,200,000. The buyout agency fee for the three years shall be RMB125,000,000.

5.2 Party B shall, after executing the Contract, pay the deposit (10% of the committed advertising amount in the year) to Party A on the lump-sum basis within the term of the Contract. The detailed schedule and amount shall be as follows:

Prior to February 25, 2009, paying RMB4,000,000 to Party A as the performance bond in 2009;

Prior to February 25, 2010, paying RMB4,300,000 to Party A as the performance bond in 2010;

Prior to February 25, 2011, paying RMB4,200,000 to Party A as the performance bond in 2011;

Party B’s failure to pay the deposit on schedule shall constitute a breach of contract and entitle Party A to terminate the Contract immediately. The deposit may b used to offset the balance of the advertising fee in the year only when Party A accomplishes the committed advertising volume on schedule in the year; otherwise, Party A shall have the right to make deduction from the deposit.

Article 6 Rescission of the Contract

Either party hereto that intends to rescind the Contract must issue a notice to the other party sixty (60) days in advance, and may not rescind the Contract without the consent of the other party.

Article 7 Liability for Breach of Contract

7.1 Party B’s failure to make payment to Party A within the agreed period herein shall entitle Party A to immediately cease broadcasting various advertisements arranged by Party B

7.2 Either party hereto that terminates the Contract without justified reasons or in violation of the terms of the Contract shall pay the penalty to the other party at the rate of 10% of the total amount of annual exclusive agency.

Article 8 Miscellaneous

8.1 Neither party shall be responsible for its delay in performing the Contract or failure to perform its obligations hereunder as a result of force majeure within the term of the Contract, provided that the affected party shall take necessary, proper and reasonable measures in time to minimize the losses arising therefrom. The Parties may decide through negotiation in good faith whether to rescind the Contract, to release part of obligations hereunder or extend the performance period according to the impacts upon the Contract due to force majeure.

The affected party shall inform the other party of the force majeure event in writing within two (2) days upon occurrence of the event, and, within fifteen (15) days upon occurrence of the event, provide the details about the force majeure event and relevant valid certifications and documents, proving that the Agreement cannot be performed completely or partially or needs be extended.

Force majeure means 1) natural disaster which cannot be overcome; 2) war, fire and explosion; 3) other events which cannot be foreseen, prevented or avoided.

8.2 Neither party may transfer the Contract or any of its rights or obligations hereunder without the other party’s prior written consent.

8.3 The Parties shall procure their respective personnel aware of the Contract not to disclose the Contract.

8.4 The Contract shall be made in Chinese in four copies with equal legal force, two for each party.

8.5 The Contract shall become effective immediately with signatures and seals of the Parties.

Party A: Tianjin TV Station Advertising Department		Party B: Shanghai Yarun Media Culture Co., Ltd.
Representative (signature):		Representative (signature):
Date:		Date:

Ad-agency Contract

Party A (Board Owner): Wuhan Broadcasting & TV Station Advertising Department

Party B (Board Buyer): Shanghai Yarun Media Culture Co., Ltd.

The Contract is made by and between the Parties through sufficient negotiation concerning Party B’s successful bid for the advertising slot on Party A’s WHTV-5, on the principles of good faith, equality and mutual benefit in accordance with the Contract Law of the People’s Republic of China, the Advertising Law of the People’s Republic of China, the Instructions on Advertising Bids 2008 of Wuhan Broadcasting & TV Station and other pertinent regulations.

1. The agency period shall be from January 1, 2008 to December 31, 2009. The detailed advertising slots and boards are as follows:

Daytime and evening advertising slots on WHTV-5, and naming right of sports games advertisements on sports columns on the channel. Art column on the channel, advertising slots and resources in connection with important entertainment evenings and large-scale activities arranged by the Broadcasting & TV Bureau shall not be the subject matter of the Contract. The total advertising time shall be subject to pertinent regulations of the State Administration of Radio Film and Television, but in no case may exceed 20% of the duration of the programme. In case of adjustment of the advertising slots due to channel revision, the adjusted schedule shall prevail.

2. The total amount of the accepted advertising fee is RMB eleven million one hundred and seventy thousand only in 2008 and RMB twelve million two hundred and eighty-seven thousand only in 2009.

3. Party B shall submit the proposed advertisement video tapes to Party A for examination and confirmation at least five (5) working days in advance. Advertisement broadcasting shall comply with national and local advertising laws and regulations; otherwise, Party A shall have the right to refuse broadcasting or even terminate the Contract in case of serious default.

4. Party B’s advertisements may not go beyond the agreed time and standards; otherwise, Party A shall have the right to refuse broadcasting.

5. Advertisement production and release shall comply with Party A’s regulations.

6. No compensations shall be made for any change in the original advertising slots as a result of force majeure, act of government or revision of channels. In case of long-term revision, the Parties may negotiate about resolutions in light of actual circumstances.

7. Payment Method

1) Party B shall, within three (3) days after winning the bid, pay the performance bond at 20% of the accepted bid price (the bid bond paid at the time of registration shall be converted automatically to the performance bond), namely, RMB two million two hundred and thirty-four thousand only. Failure to make payment within the specified period shall constitute Party B’s waiver.

2) Party B must make payment ten (10) days in advance on a monthly basis, namely, adverting fee for January, 2008 shall be paid prior to December 21, 2007, advertising

fee for February, 2008 prior to January 21, 2008 and so on. Failure to pay in full amount the advertising fee on schedule and unauthorized transfer of the bid (subcontract) shall constitute Party B’s breach of contract. In case Party B breaches the Contract during the performance of the Contract, the performance bond shall not be refunded and the advertising slots concerned shall be withdrawn by Wuhan Broadcasting & TV Station Advertising Department, without any further notice.

8. In case of errors or omissions due to any reason attributable to Party A, remedies shall be taken on the principle of “once for each error” and “twice for each omission”.

9. Party A may not insert any content (whether advertisements or not) in any way during the slots to which Party B has the exclusive right unless Party B’s consent is obtained and Party A makes compensations to Party B by means of another slot with equivalent value. Where Party A inserts any content without Party B’s consent, Party A shall pay the advertising fee to Party B on the basis of the executive price.

10. Where Party A intends to insert public service advertisements and political advertisements during the slots to which Party B has the exclusive right, Party B’s prior consent shall be obtained. Any matter uncovered herein may be specified in writing through negotiation between the Parties as the supplementation to the Contract. Such supplementations shall have the same legal force with the Contract.

11. Any and all disputes arising from the performance of the Contract shall be settled through amiable negotiation; where negotiation fails, the dispute concerned shall be submitted to Wuhan Arbitration Committee for arbitration.

12. The Contract shall be binding upon the Parties once signed. Each party shall perform the terms of the Contract strictly and may not terminate the Contract at will. The first breaching party shall assume all liabilities for breach of contract other than attributable to force majeure (including national and government policies).

13. Wuhan Broadcasting & TV Station Advertising Department reserves the right to interpret the Contract.

14. The Contract shall be made in four copies, two for each party. The Contract shall take effect with signatures and seals and remains effective for two years.

15. Appendices to the Contract: relevant valid certificates

Party A: Wuhan Broadcasting & TV		Party B: Shanghai Yarun Media
Station Advertising Department		Culture Co., Ltd.
(seal)		(seal)
Representative (signature):		Representative (signature):
Date: December 24, 2007		Date:
Add.: ▇▇.▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,		Add.: ▇▇▇▇ ▇▇▇, ▇▇▇▇▇’▇▇ ▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇		▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇▇▇▇▇▇		Tel: ▇▇▇ ▇▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇▇▇▇▇▇		Fax:▇▇▇-▇▇▇▇▇▇▇▇
Post code: 430015		Post code: 200030

APPENDIX 4.

INTELLECTUAL PROPERTY PROTECTION AND NON-COMPETE
AGREEMENT

[None]

APPENDIX 5.

NON-DISCLOSURE AGREEMENT

[None]

APPENDIX 6.

EXISTING TELEVISION CHANNELS

1. Sports Channel of Tianjin TV

2. WHTV-5