Execution
        Version

       

    

    EXCLUSIVE
      TECHNICAL, OPERATIONAL, 

    BUSINESS
      CONSULTING AND SERVICES AGREEMENT

    


    This
      Exclusive Technical, Operational, Business Consulting and Services Agreement
      (the "Agreement")
      is
      entered into as of May 30th,
      2008 by
      and among the following parties: 

     

    
      	
              1.

            	
              Legend
                Media (Beijing) Consulting Co., Ltd. ,
                a
                company incorporated in the People's Republic of China ("PRC")
                with the registered office at Room 565, Building3, No.3 Xijing Road,
                Badachu High-tech Zone, Shijingshan District, Beijing
                .
                (“Party
                A”);
                

               

            


    

    
      	
              2.

            	
              Tianjin
                Yinse Lingdong Advertising Co., Ltd.,
                a
                company incorporated in the PRC with the registered office at Room
                04-05,
                Floor 11, Jinhui Square, No.189 Nanjin Road, Heping District, Tianjin
                (“Party
                B”);
                and

               

            


    

    
      	
              3.

            	
              Ju
                Baochun ,
                a
                PRC citizen with ID number of ______________________;

            


    

     

    Xue
      Wei
      ,
      a PRC
      citizen with ID number of _______________ (collectively “Party
      C”).

    


    Party
      A,
      Party B and Party C shall be collectively referred to as the “Parties”
and
      each as a “Party”.

    


    WHEREAS,
      Party
      A, a wholly foreign-owned enterprise registered under the PRC laws, itself
      and
      through its associated companies, own various human resource with extensive
      experience and technologies in marketing, customer support, technical,
      operational, business consulting and services. 

     

    WHEREAS,
      Party
      B, a domestic company registered under the PRC laws, is engaging in advertising
      services.

     

    WHEREAS,
      Ju
      Baochun and Xue Wei hold 80% and 20% equity interest in Party B,
      respectively.

     

    WHEREAS,
      Party B
      and Party C intend to retain Party A as the exclusive service provider to
      provide the above-mentioned services in connection with the advertising business
      and Party A agree to provide such services pursuant to the terms and conditions
      herein.

    


    NOW
      THEREFORE,
      the
      Parties have reached the following agreements based on the principle of equal
      and mutual benefit: 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    1. SERVICES;
      EXCLUSIVITY 

     

    1.1 During
      the term of this Agreement and on the terms and conditions contained in this
      Agreement, Party A, as Party B’s exclusive service provider, agrees to render
      technical, operational, business consulting and services to Party B as fully
      described in Appendix
      I
      (the
“Services”).
      

     

    1.2 Party
      B
      and Party C hereby accept Party A as its exclusive service provider for the
      Services. For the avoidance of any doubt, Party B agrees and Party C agree
      to
      cause Party B to, during the term of this Agreement and without the prior
      written consent from Party A, refrain from:

     

    
      	 	
              a)

            	
              engaging
                in any business other than its current business conducted as of the
                date
                hereof;

            


    

    
      	 	
              b)

            	
              engaging
                the services of, or otherwise utilizing, any third party to provide
                such
                marketing, customer support, technical, operational, business consulting
                and services for the above-mentioned business.


            


    

     

    1.3 Each
      Party shall be the owner of all rights to any and all intellectual property
      rights arising from the performance of this Agreement, including, without
      limitation, any copyright, patent, know-how and otherwise, irrespective of
      whether developed by Party A or Party B. 

    


    2. PAYMENT
      FOR THE SERVICES

     

    2.1 Party B
      and
      Party C acknowledge the full support of Party A by providing in advance all
      of
      the Services and the risks associated therein, and agree to pay Party A the
      Basic Service Fee (as fully described in Appendix
      II).

     

    2.2 To
      provide proper incentive to Party A in connection with the Services provided
      by
      Party A, Party B and Party C agree to pay Party A the Bonus Service Fee (as
      fully described in Appendix
      II),
      as
      applicable.

     

    2.3 Party
      A
      may from time to time and in response to market changes, in its sole discretion,
      determine that the mechanism of calculating the Service Fee (as fully described
      in Appendix
      II)
      becomes
      unpractical or unreasonable and demand adjustment to be made to the calculation
      mechanism, Party B shall discuss with Party A in good faith within seven (7)
      business days upon receipt of such written request for an adjustment to modify
      the existing calculation mechanism.

    


    3. REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Party
      A
      hereby represents and warrants as follows: 

     

    
      	 	
              3.1.1

            	
              Party
                A is a company duly registered and validly existing under the PRC
                laws;
                

            


      	 	 	 


    

    
      	 	
              3.1.2

            	
              Party
                A has full right, power, authority and capacity and all consents
                and
                approvals of any other third party or government authorization necessary
                to execute and perform this Agreement. The execution and performance
                of
                this Agreement is not in violation of any applicable laws or in breach
                of
                any contract to which Party A is a party;


            


    

    
    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.1.3

            	
              This
                Agreement constitutes a legal, valid and binding agreement of Party
                A,
                enforceable against Party A in accordance with the terms and conditions
                of
                this Agreement upon its execution. 

            


    

     

    3.2 Party
      B
      and Party C hereby jointly and severally, represent and warrant as follows:
      

     

    
      	 	
              3.2.1

            	
              Party
                B is a company duly registered and validly existing under the PRC
                laws and
                has obtained all necessary approvals to engage in the businesses
                as
                specified in Party B’s business license;

            


      	 	 	 


    

    
      	 	
              3.2.2

            	
              The
                registered capital of Party B has been fully paid and the equity
                interests
                are owned by Party C free and clear of all liens and are not subject
                to or
                issued in violation of any purchase option, call option, right of
                first
                refusal, preemptive right, subscription right or any similar right
                under
                any PRC laws, the charter documents or any contract to which Party
                B or
                Party C is a party or otherwise bound;

            


      	 	 	 


    

    
      	 	
              3.2.3

            	
              Each
                of Party B and Party C has full right, power, authority, capacity
                and all
                consents as well as approvals of any other third party or government
                authorization necessary to execute and perform this Agreement. The
                execution and performance of this Agreement is not in violation of
                any
                applicable laws or in breach of any contract to which any member
                of Party
                B or Party C is a party; 

            


      	 	 	 


    

    
      	 	
              3.2.4

            	
              This
                Agreement constitutes a legal, valid and binding agreement of each
                of
                Party B and Party C, enforceable against each of Party B and Party
                C in
                accordance with the terms and conditions of this Agreement upon its
                execution.

            


    

    


    4. CONFIDENTIALITY
      

     

    4.1 Each
      of
      Party B and Party C agrees to use best efforts to protect and maintain the
      confidentiality of Party A's confidential data and information acknowledged
      or
      received by either Party B or Party C during the process of provision of the
      Services by Party A (collectively the "Confidential
      Information").
      Each
      of Party B and Party C may not disclose or transfer any Confidential Information
      to any third party without Party A's prior written consent. Upon termination
      or
      expiration of this Agreement, each of Party B and Party C shall, at Party A's
      option and request, return all and any documents, information or software
      containing any of such Confidential Information to Party A, or destroy or delete
      all of such Confidential Information from any memory devices and cease to use
      them. 

     

    4.2 Article
      4.1 shall survive after any amendment, termination or expiration of this
      Agreement. 

    


    5. DUTIES
      OF PARTIES

     

    5.1 Duties
      of Party A.
      

     

    
      	 	
              5.1.1

            	
              Party
                A agrees that during the term of this Agreement and on the terms
                and
                conditions under this Agreement, it shall provide the Services in
                due
                course.

            


    

    
    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.1.2

            	
              Party
                A agrees to bear all the cost associated with the provision of the
                Services.

            


      	 	 	 


    

    
      	 	
              5.1.3

            	
              Party
                A shall maintain sufficient experienced personnel to adequately meet
                the
                reasonable request of Party B on the Services from time to
                time.

            


      	 	 	 


    

    
      	 	
              5.2

            	
              Duties
                of Party B.

            


      	 	 	 


    

    
      	 	
              5.2.1

            	
              Party
                B shall continue to engage in advertising services pursuant to the
                terms
                and conditions of this Agreement, with the aim of developing and
                expanding
                the business; 

            


      	 	 	 


    

    
      	 	
              5.2.2

            	
              Party
                B agrees to make all payments to Party A in due course pursuant to
                the
                terms and conditions of this Agreement; 

            


      	 	 	 


    

    
      	 	
              5.2.3

            	
              Party
                B shall cause its representative to take appropriate, reasonable,
                and
                cautious manner in using and operating any system and equipment relating
                to the Services under this Agreement; 

            


      	 	 	 


    

    
      	 	
              5.2.4

            	
              Party
                B shall grant Party A or any person authorized by Party A, access
                to visit
                and inspect, during normal business hours, any of the properties,
                and to
                examine the books of account and records of Party B and discuss the
                affairs, finances and accounts of Party B with its directors, officers,
                employees, agents, accountants, legal counsels and investment bankers,
                as
                applicable; 

            


      	 	 	 


    

    
      	 	
              5.2.5

            	
              In
                order for Party A to better provide the Services to Party B, Party
                B shall
                consult with Party A and take into account Party A’s input before making
                any material decision with respect to the business operations or
                other
                aspects of Party B.

            


      	 	 	 


    

    
      	 	
              5.2.6

            	
              In
                order for Party A to better provide the Services to Party B, Party
                B shall
                timely provide Party A any and all information and materials as may
                be
                reasonably required by Party A. 

            


      	 	 	 


    

    
      	 	
              5.2.7

            	
              In
                order for Party A to better provide the Services to Party B, Party
                B shall
                not appoint any senior management without the prior written consent
                of
                Party A.

            


      	 	 	 


    

    
      	 	
              5.3

            	
              Duties
                of Ju Baochun

            


      	 	 	 


    

    
      	 	
              5.3.1

            	
              Ju
                Baochun hereby pledges his 80% equity interests in Party B (the
                “Pledged
                Equity”)
                to Party A as guarantee of fulfillment of all obligations of Party
                B and
                Party C under this Agreement, including, without limitation, payment
                for
                the Services of Party A. If Party B breaches any of its representations
                and warranties, covenants or obligations under this Agreement, Party
                A is
                entitled to dispose the Pledged Equity and retain the proceeds of
                such
                sale or require Ju Baochun to transfer the Pledged Equity to Party
                A (or a
                person designated by Party A), to the extent legally permitted under
                the
                PRC laws; 

            


      	 	 	 


    

    
      	 	
              5.3.2

            	
              Ju
                Baochun hereby undertakes to properly register the above-mentioned
                pledge
                of the Pledged Equity and file such corporate documents as necessary
                or
                desirable with relevant government authorities for the purposes of
                perfecting the security interest on the date
                hereof;

            


    

    
    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.3.3

            	
              Ju
                Baochun hereby grants to Party A or its designated person an option
                to
                purchase any or all of the Pledged Equity at nominal value, to the
                extent
                legally permitted under the PRC laws; 

            


      	 	 	 


    

    
      	 	
              5.3.4

            	
              Ju
                Baochun may not dispose or encumber the Pledged Equity in any manner
                without the prior written consent of Party
                A.

            


    

     

    6. INDEMNITY
      

     

    6.1 Both
      Party B and Party C shall jointly and severally indemnify and hold harmless
      Party A from and against any loss, damage, obligation and cost arising out
      of
      this Agreement due to the breach of this Agreement by Party B or Party
      C.

     

    6.2 Party
      A
      shall indemnify and hold harmless Party B and Party C from and against any
      loss,
      damage, obligation and cost arising out of this Agreement due to the breach
      of
      this Agreement by Party A.

    


    7. EFFECTIVE
      DATE AND TERM 

     

    7.1 This
      Agreement shall be executed and come into effect as of the date first set forth
      above.

     

    7.2 The
      term
      of this Agreement is [ten (10)] years, unless otherwise terminated pursuant
      to
      the terms and conditions of this Agreement. Upon the expiration, the term of
      this Agreement shall be renewed automatically for another [ten (10)] years
      unless any Party provides in writing that it does not wish to renew this
      Agreement. 

     

    7.3 Party
      A
      may review this Agreement on an annual basis and, in its sole discretion,
      determine whether any amendment to the Agreement is necessary or desirable
      in
      response to the change of circumstances, business conducted by Party B as well
      as the Services rendered. 

    


    8. TERMINATION
      

     

    8.1 This
      Agreement shall expire on the date due unless this Agreement is renewed as
      set
      forth above. 

     

    8.2 Articles
      4 and 6 shall survive after the termination or expiration of this Agreement.
      

    


    9. SETTLEMENT
      OF DISPUTES

     

    9.1 Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the interpretation, breach, termination or validity hereof shall be resolved
      through consultation. Such consultation shall begin immediately after one Party
      hereto has delivered to the other Parties hereto a written request for such
      consultation. If within thirty (30) days following the date on which such notice
      is given the dispute cannot be resolved, the dispute shall be submitted to
      arbitration upon the request of either Party with notice to the
      other.

     

    9.2 All
      disputes arising out of or in connection with this Agreement shall be submitted
      to the Hong Kong International Arbitration Centre (the “HKIAC”)
      for
      arbitration in Hong Kong, which shall be conducted in accordance with HKIAC’s
      arbitration rules then in effect. The language of the arbitration shall be
      in
      English. The arbitration award shall be final and binding upon the Parties
      and
      shall be enforceable in accordance with its terms. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    9.3 During
      the period when a dispute is being resolved, the Parties shall in all other
      respects continue their performance of this Agreement other than the matter(s)
      in dispute.

    


    10. FORCE
      MAJEURE 

     

    10.1 Force
      Majeure, which includes acts of governments, acts of nature, fire, explosion,
      typhoon, flood, earthquake, tide, lightning, war, means any event that is beyond
      the party's reasonable control and cannot be prevented with reasonable care.
      However, any shortage of credit, capital or finance shall not be regarded as
      an
      event of Force Majeure. The affected party who is claiming to be not liable
      to
      its failure of performing this Agreement by Force Majeure shall inform the
      other
      party, without delay, of the alternative approaches for the performance of
      this
      Agreement. 

     

    10.2 In
      the
      event that the affected party is delayed in or prevented from performing its
      obligations under this Agreement by Force Majeure, only within the scope of
      such
      delay or prevention, the affected party will not be responsible for any damage
      by reason of such a failure or delay of performance. The affected party shall
      take appropriate means to minimize or remove the effects of Force Majeure and
      attempt to resume performance of the obligations delayed or prevented by the
      event of Force Majeure. After the event of Force Majeure is removed, Parties
      shall agree to resume performance of this Agreement with their best efforts.
      

    


    11. NOTICES
      

     

    All
      notices, demands or other communications given hereunder (a) shall be
      deemed to have been duly given and received (i) upon personal delivery,
      (ii) if by facsimile, when confirmation of its error-free transmission has
      been recorded by the sender's fax machine, or (iii) the second succeeding
      business day after deposit with UPS or other equivalent air courier delivery
      service, unless the notice is held or retained by the customs service, in which
      case the date shall be the fifth succeeding business day after such deposit
      and
      (b) must be in writing and delivered personally, by a recognized courier
      service, by a recognized overnight delivery service, by facsimile or by
      registered or certified mail, postage prepaid, at the following addresses (or
      to
      the attention of such other Person or such other address as any party may
      provide to the other parties by notice in accordance with this
      Article):

     

    If
      to
      Party A, to:

    
      	Address:	
              Room
                601-602, Tower C, Baoding Center, NO.7, DongDaMoChang Street,


              Chongwen
                District, Beijing

            


    

    Facsimile
      No: 010-67082707

    Attn:
      Shao Changjian

     

    If
      to
      Party B or Party C, to 

    
      	Address:	
              Room
                8-3-101, Guanyuan Plaza, No. 1 Cuihua Street, Xicheng District,
                

              Beijing.

            


    

    Facsimile
      No: 010-66126396

    Attn:
      Ju
      Baochun

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    12. NO
      ASSIGNMENT 

     

    None
      of
      the Parties may assign any of its rights or obligations under this Agreement
      to
      any party without the prior written consent of the other Parties.

     

    13. SEVERABILITY
      

     

    Any
      provision of this Agreement that is invalid or unenforceable in any jurisdiction
      shall, as to such jurisdiction, be ineffective to the extent of such invalidity
      or unenforceability, without affecting in any way the remaining provisions
      hereof in such jurisdiction or rendering that any other provision of this
      Agreement invalid or unenforceable in any other jurisdiction. 

    


    14. GOVERNING
      LAW 

     

    This
      Agreement shall be governed by and construed in accordance with the PRC laws.
      

    


    15. LANGUAGE
      

     

    This
      Agreement is executed in both English and Chinese, with equal validity and
      legal
      effect. In the event of any discrepancy between the English and Chinese
      versions, the English version shall prevail. 

    


    16. NO
      THIRD PARTY BENEFICIARY

     

    This
      agreement shall only be binding upon the parties hereto and their respective
      permitted successors and transferees, without giving any beneficiary right
      to
      any third party.

     

    17. HEADINGS

     

    The
      captions, titles and headings included in this Agreement are for convenience
      only, and do not affect this Agreement’s construction or
      interpretation.

    


    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS THEREOF, the Parties hereto have caused this Agreement to be duly
      executed on their behalf by a duly authorized representative as of the date
      first set forth above.

    


    PARTY
      A

     

    LEGEND
      MEDIA (BEIJING) CONSULTING CO., LTD.
      

    (chop)

    Signature:
      /s/
      WILLIAM WEI LEE________  

    Name:
      WILLIAM WEI LEE 

    Title:
      LEGAL REPRESENTATIVE 

    


    PARTY
      B

     

    TIANJIN
      YINSE LINGDONG ADVERTISING CO., LTD. 

    (chop)

    Signature:
      /s/
      JU
      BAOCHUN_____________    

    Name:
      JU
      BAOCHUN 

    Title:
      LEGAL REPRESENTATIVE

    


    PARTY
      C

    


    Signature:
      /s/
      JU
      BAOCHUN_____________    

    Name:
      JU
      BAOCHUN 

     

    Signature:
      /s/
      XUE WEI________________     

    
      Name:
        XUE
        WEI 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

    

    APPENDIX
      I

    THE
      SCOPE OF SERVICES

    


    The
      Services to be provided by Party A to Party B shall include:

    


    
      	
              (a)

            	
              overall
                management and administrative services, including, without limitation,
                the
                accounting and human resources; 

            


    

    
      	
              (b)

            	
              market
                research, data collection and analysis, including, without limitation,
                feasibility report and marketing consulting service;
                

            


    

    
      	
              (c)

            	
              design
                and execution of marketing development strategy, including, without
                limitation, organizing sales force and providing marketing support,
                client
                development as well as relationship
                management;

            


    

    
      	
              (d)

            	
              technical
                support and service, including, without limitation, the daily maintenance,
                supervision and problem-solving of equipments used in the ordinary
                course
                of business of Party B, and timely response to any urgent request
                in case
                of any sudden failure of such equipments;


            


    

    
      	
              (e)

            	
              personnel
                secondment to meet human resource need of Party B on a temporary
                or
                fixed-term basis; and

            


    

    
      	
              (f)

            	
              Any
                other services related to the business of Party B as reasonably requested
                by Party B and agreed by Party A from time to
                time.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      II

    CALCULATION
      AND PAYMENT OF THE SERVICES FEE

    


    The
      service fee for the Services shall be calculated and paid as follows (the
“Service
      Fee”):

    


    
      	
              1.

            	
              The
                Service Fee for the related fiscal year payable by Party B to Party
                A
                shall consist of (i) the Basic Service Fee and (ii) the Bonus Service
                Fee;
                where:

            


    

    
      	 	
              a)

            	
              The
                Basic Service Fee shall equal to 40% of the Total Revenue (as defined
                below) of Party B;

            


    

    
      	 	
              b)

            	
              In
                case that the Gross Margin for the related fiscal year (the “Actual
                Margin”)
                is more than 40% (the “Benchmark
                Margin”),
                then the Bonus Service Fee shall equal to the product of (i) 40%
                of the
                Total Revenue times (ii) the difference of Actual Margin minus the
                Benchmark Margin.

            


    

    


    For
      the
      purpose of this Agreement, 

    
      	 	
              a)

            	
              The
                Total Revenue means the aggregate revenue of the Party B for the
                related
                fiscal year;

            


    

    
      	 	
              b)

            	
              The
                Gross Margin means the percentage, the denominator of which being
                the
                Total Revenue minus the cost of the Contract (as defined below) for
                the related fiscal year and the nominator being the Total Revenue;
                

            


    

    
      	 	
              c)

            	
              The
                Contract means the contract entered into between Party
                B and Beijing Atis Advertising Co., Ltd. .
                

            


    

    


    
      	
              2.

            	
              The
                Services Fee shall be payable by Party B to Party A on a monthly
                basis.
                The estimated monthly pro rata Service Fee for any given fiscal year
                shall
                be 10% of the Service Fee of the preceding fiscal year, while Party
                A
                shall consult with Party B and in good faith determine the estimated
                monthly pro rata Service Fee for the first fiscal year. The monthly
                Service Fee shall be payable on or prior to the first calendar day
                of each
                month.

            


    

    


    
      	
              3.

            	
              If
                the Service Fee paid for any given fiscal year is more than the Service
                Fee payable for such fiscal year calculated above, then any extra
                amount
                paid shall be used to deduct any Service Fee for the immediately
                succeeding fiscal year; or If the Service Fee paid for any given
                fiscal
                year is less than the Service Fee payable for such fiscal year calculated
                above, then the shortage amount shall be immediately payable to Party
                A.
                

            


    

     

    
      
        
        

      

      
        10