COOPERATION
      AGREEMENT

     

     

    THIS
      COOPERATION AGREEMENT (“Agreement”),
      dated
      as of April 20, 2004, by and between China Communications Corp., a Delaware
      corporation (“CCC”),
      and
      China Daily Information Company d/b/a Chinadaily.com.cn, a Chinese corporation
      (“CDC”),
      is in
      connection with a business portal website owned by CCC that is devoted to
      providing business-to-business yellow pages directory services and economic,
      financial, political, cultural, social, demographic, and other information
      regarding the People’s Republic of China, including Mainland China and Hong
      Kong, to foreign businesses, chambers of commerce, and governments interested
      in
      doing business in the People’s Republic of China or with Chinese businesses (the
“China
      B2B Site”).

     

    WHEREAS,
      CDC is a subsidiary of China Daily Newspaper Group (“CDNG”),
      which
      is the publisher of China
      Daily,
      and is
      an affiliate of a government body;

     

    WHEREAS,
      CDC owns and operates www.chinadaily.com.cn
      (the
“CDC
      Site”),
      which
      is an online version of China
      Daily
      and is
      currently the most influential English-language online news portal from the
      People’s Republic of China;

     

    WHEREAS,
      CDC currently operates BizChina as part of the CDC Site, and BizChina provides,
      among other information, news on everyday business happenings in the People’s
      Republic of China, in-depth reports of macro- and micro-economics and specific
      industries, statistics, and consulting services; 

     

    WHEREAS,
      CCC wishes to obtain full support and information from CDC to incorporate into
      the China B2B Site; and

     

    WHEREAS,
      concurrently herewith CDC and CCC are entering into a subscription agreement
      (“Equity
      Agreement”)
      whereby CCC will issue and sell 14,000,000 shares of CCC’s common stock, $0.0001
      par value (“CCC
      Shares”),
      in
      consideration of CDC’s execution and delivery of this Agreement, the startup
      services provided by CDC and CDC’s performance of its other obligations and
      grant of rights to CCC hereunder in connection with the China B2B
      Site;

     

    NOW,
      THEREFORE, in consideration of the premises, covenants, and representations
      and
      warranties set forth herein and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto,
      intending to be legally bound, hereby agree as follows:

     

    	1.  	
            CHINA
              B2B SITE

          


     

    	A.  	
            Description.
              The China B2B Site is currently intended to be the primary online,
              business-to-business trade bridge portal for both finding business
              opportunities in the People’s Republic of China and obtaining economic,
              political, cultural, social, and other information regarding the People’s
              Republic of China by foreign businesses, chambers of commerce, and
              governments interested in doing business in the People’s Republic of China
              or with Chinese businesses, in furtherance of attracting and facilitating
              foreign investment in the People’s Republic of China and assisting Chinese
              businesses to develop overseas markets. The parties acknowledge and
              agree
              that the details, nature, scope, and focus of the China B2B Site may
              change from time to time, as determined by CCC’s management
              team.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	B.  	
            Editorial
              Control.
              The parties acknowledge that the content of the China B2B Site shall
              initially consist of primarily content provided by CDC as set forth
              in
              Paragraph 2.A. below; however, the layout, features, links, and all
              other
              aspects of the China B2B Site shall be determined by CCC, except as
              otherwise specifically stated herein. The editorial control of CDC
              Content
              (as defined below) shall be finally determined by CDC, except as on
              its
              website.

          


     

    	C.  	
            Ownership.
              All right, title, and interest in and to the China B2B Site, including,
              without limitation, the domain name, content displayed or archived
              on the
              China B2B Site (except for content provided by CDC for which a license
              is
              being granted pursuant to Section 2.E.), and all technical elements
              of the
              China B2B Site, shall be owned solely by
              CCC.

          


     

    	D.  	
            User
              Data.
              All user data collected through the China B2B Site shall be the exclusive
              property of CCC. Subject to applicable law and required privacy policies,
              CDC shall have full access to and the right to use such user data free
              of
              charge and CCC shall provide full cooperation and assistance to facilitate
              CDC’s use of such user data.

          


     

    	2.  	
            CDC’S
              OBLIGATIONS AND LICENSE REGARDING
              CONTENT

          


     

    	A.  	
            Delivery
              of Content.
              CDC shall endeavor to use its best efforts to deliver to CCC, in an
              electronic format designated by CCC, and in English and, if requested
              by
              CCC or where appropriate, in Chinese, the following categories of
              information (collectively, “CDC
              Content”):

          


     

    	(1)  	
            Yellow
              Pages.
              “Yellow page” information listing as many Chinese businesses as possible,
              including, without limitation, business name, address, phone and fax
              numbers, e-mail address, map or driving directions, and if such company
              has a website, a link to such website. Such information shall be organized
              nationwide and by regions as designated by CCC, in alphabetical order,
              and
              by product categories, and will be provided in both English and
              Chinese.

          


     

    	(2)  	
            Useful
              Information.
              Up-to-date information of all types that potential users of the China
              B2B
              Site might be interested in learning, including, without limitation,
              (i)
              regular overviews of the investment and economic climate in both Mainland
              China and Hong Kong, (ii) reports from the China Business/Investment
              Development Council, or the appropriately named equivalent government
              agency, (iii) news of the day relating to the Chinese Yuan, financial
              market, industry, legal/regulatory changes, tax, politics, and any
              other
              information that business may be interested in finding out, (iv) PRC
              Government’s official overviews and statistics on interest rates, tax
              incentives, monetary policy, funding opportunities, growth rates, economic
              projections, GDP, etc., (v) information on various governmental bodies
              and
              their roles and contact information, (vi) useful tips and guide (including
              expert analysis) on how to do business in China, by region (including
              Hong
              Kong), and with Chinese businesses (e.g.,
              obtaining various governmental licenses and approvals, shipping
              information, and information on letters of credits and industrial zones),
              and (vii) other demographic, geographic, industry, commerce, market,
              financial, cultural, social, political, tax, legal, and regulatory
              information, including actual text of relevant laws, rules, regulations,
              ordinances, proclamations, and edicts. Without limiting the generality
              of
              the foregoing, the parties agree that CDC shall provide to CCC for
              use on
              the China B2B Site, at a minimum, all information currently provided
              on
              the BizChina portion of the CDC Site. In any event, as long as CDC
              provides all information currently provided on the BizChina portion
              of the
              CDC site and tries to provide all required CDC Content as required
              herein,
              CDC shall not be deemed to be in breach of its obligations in this
              Section
              2A.

          


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    	(3)  	
            Other
              Information.
              Other information that CCC and CDC agree from time to
              time.

          


     

    	B.  	
            Schedule
              of Delivery.
              CDC will deliver the CDC Content as expeditiously as practicable, it
              being
              understood that the launch of the China B2B Site is currently scheduled
              to
              occur on August 31, 2004. Thereafter, CDC will deliver updated content
              to
              CCC, to ensure that the CDC Content is accurate and up-to-date. The
              parties acknowledge and agree that CDC’s timely provision of the CDC
              Content is of the essence of this Agreement and is critical to the
              success
              of the China B2B Site. CCC shall give CDC at least three months from
              the
              date hereof to collect the CDC Content prior to the launch of the China
              B2B Site. 

          


     

    	C.  	
            BizChina.
              CDC shall place a prominent link to the China B2B Site on every page
              of
              the BizChina portion of the CDC Site. 

          


     

    	D.  	
            Language.
              The China B2B Site will be primarily in English and secondarily in
              Chinese. CCC, however, shall have the right to translate the content
              into
              any other languages, at its sole discretion, and create different language
              versions of some or all of the content. 

          


     

    	E.  	
            License.
              CDC hereby grants to CCC an irrevocable, fully paid-up, non-exclusive,
              right and license to use, and authorize its directly and indirectly
              100%
              owned subsidiaries to use, without the right to further sub-license
              without the prior approval of CDC, the CDC Content for the term of
              this
              Agreement or its amendment, throughout the world, in and in connection
              with the China B2B Site, including in advertising, marketing, and
              promotional materials for the China B2B Site in all media, now known
              or
              hereafter developed. The foregoing license shall also include the right
              to
              use the “yellow page” information and other portions of the CDC Content in
              print materials and to create subsites within the China B2B Site.
              

          


     

    	F.  	
            Costs.
              All costs and expenses incurred by CDC in the performance of its
              obligations hereunder will be borne by CDC, unless otherwise agreed
              to in
              writing by CCC. 

          


     

    	3.  	
            ADVERTISING
              AND OTHER INCOME

          


     

    	A.  	
            Advertising.
              The parties acknowledge that the China B2B Site may contain third-party
              advertising. CCC will have the exclusive right to sell all advertising
              (including yellow page listings and sponsorships) on the China B2B
              Site,
              and retain all revenues derived therefrom; however, CDC agrees to actively
              assist and otherwise cooperate with CCC in securing advertisers for
              the
              China B2B Site. For any business so generated by CDC, CDC shall be
              entitled to be compensated by receiving 20% of the gross revenues paid
              with respect to that business. In addition, CCC will have the right
              to
              offer potential advertisers placement of certain ads on both the China
              B2B
              Site and CDC Site, provided that such placement on the CDC Site will
              be
              limited to an amount of the advertising space to be mutually agreed
              to by
              CDC and CCC in good faith. For any business generated by CCC for the
              CDC
              site, CDC and CCC will share any fees for such advertising placement
              on
              the CDC Site as follows: CCC and CDC each shall receive 50% of the
              gross
              revenues paid with respect to that business.


          


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    	B.  	
            Other
              Income.
              Without limiting CCC’s rights as set forth in Paragraph 3.A. above, CDC
              agrees that CCC shall have the exclusive right to retain all income
              derived from or in connection with the China B2B Site and the use of
              the
              CDC Content as contemplated hereunder. 

          


     

    	4.  	
            CDC
              CONSIDERATION

          


     

    CDC
      acknowledges and agrees that its sole consideration for entering into this
      Agreement, performing its obligations hereunder, and granting the rights to
      CCC
      as set forth herein is its receipt of the 14,000,000 CCC Shares under the Equity
      Agreement as set forth in the recitals above unless otherwise agreed to
      hereunder. Accordingly, CDC agrees that it will not be entitled to any part
      of
      the income derived from or in connection with the China B2B Site or the use
      of
      the CDC Content by CCC or its subsidiaries, except for business generated by
      CDC
      pursuant to Section 3A.

     

    	5.  	
            PRC
              GOVERNMENT SUPPORT

          


     

    	A.  	
            CDC
              shall seek support for CCC and the China B2B Site from various PRC
              Government organizations, including national, provincial, and city
              governments, and will use its best efforts to (i) obtain permission
              from
              such government organizations to state on the China B2B Site and in
              the
              marketing and promotion materials for the same that the China B2B Site
              is
              published under the auspices of such government organizations, and
              (ii)
              cause such government organizations to place a link to the China B2B
              Site
              on each of their English language websites, and also allow link from
              the
              China B2B Site to such websites. 

          


     

    	B.  	
            CDC
              represents and warrants that in connection with this project it has
              the
              full support of the relevant Chinese government authority in charge
              thereof.

          


     

    	C.  	
            CDC
              shall assist CCC in obtaining all necessary government approvals and
              licenses from the PRC government authorities in order for CCC to operate
              the China B2B Site. The parties acknowledge and agree that the support
              of
              the PRC government authorities for the China B2B Site is important
              to this
              Agreement.

          


     

    	6.  	
            PROMOTIONAL
              SUPPORT

          


     

    	A.  	
            CDC
              will actively promote, throughout the Term, the China B2B Site on the
              CDC
              site, in all newspapers and all other publications owned by CDNG,
              including, without limitation, China
              Daily,
              Shanghai-Star,
              and any online versions thereof, and radio, television and other media
              at
              least majority owned directly or indirectly by CDNG. Any online promotion
              (such as on the CDC site or any online version of CDNG publications)
              shall
              include, at a minimum, a direct link from the front page to the China
              B2B
              Site. The exact nature, placement, and timing of such promotions will
              be
              mutually determined by CCC and CDC; it being understood and agreed
              that as
              between CCC and CDC all costs associated with such advertising and
              promotions shall be borne solely by CDC. 

          


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    	B.  	
            CCC
              may use the name, logo, trademark, service mark, and other indicia
              of CDC
              and CDNG on the China B2B Site and in any advertising, marketing, and
              promotional material therefor and in CCC company materials, to indicate
              the China B2B Site’s and CCC’s affiliation with CDC and CDNG, subject to
              prior approval of the form of use.

          


     

    	C.  	
            CCC
              currently intends to organize promotional events in New York City and
              Paris to promote the launching of the China B2B Site, at its sole cost
              and
              expense. CDC agrees to use reasonable efforts to assist CCC and
              participate in such promotional events as requested by CCC. All
              out-of-pocket costs and expenses incurred by CDC in participating in
              such
              events shall be borne and reimbursed by CCC, subject to prior approval
              by
              CCC.

          


     

    	7.  	
            CROSS-LICENSING
              OF FREE INFORMATION

          


     

    CCC
      hereby grants to CDC a limited license to use any information appearing on
      the
      China B2B Site for which CCC has not paid or is not obligated to pay any
      consideration, or has not been paid or is due any consideration, on the CDC
      Site
      free of charge (it is understood that consideration could be in any form,
      including barter exchange). Similarly, but without limiting CDC’s obligation to
      provide content for the China B2B Site pursuant to Paragraph 2.A. above, CDC
      hereby grants to CCC a limited license to use any information appearing on
      the
      CDC Site for which CDC has not paid or is not obligated to pay any
      consideration, or has not been paid or is due any consideration, on the China
      B2B Site free of charge (it is understood that consideration could be in any
      form, including barter exchange). Such uses shall, however, be subject to any
      applicable third-party restrictions.

     

    	8.  	
            2008
              BEIJING OLYMPICS

          


     

    CCC
      and
      CDC will cooperate in good faith to find opportunities for the China B2B Site
      to
      be associated with the 2008 Beijing Olympics, such as use of the Olympics
      trademark and logo on the China B2B Site by CCC and/or its advertisers and
      direct link to the official Olympics website. In furtherance thereof, CDC agrees
      to use its best efforts to, as expeditiously as practicable, facilitate CCC’s
      contacts with the Olympics Committee, including, without limitation, setting
      up
      meetings between CCC’s executives and high-level members of the Olympics
      Committee and relevant PRC Government officials.

     

    	9.  	
            CDC’S
              OBLIGATION REGARDING CCC BUSINESS
              PLAN

          


     

    CDC
      agrees to provide reasonable assistance to CCC in connection with CCC’s
      development of its business plans and investor materials, which assistance
      may
      include, without limitation, furnishing and/or verifying information regarding
      the People’s Republic of China, the type of information and data that will be
      provided by CDC in connection with the China B2B Site, and the type of support
      that CDC has secured or can secure from the PRC Government. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    	10.  	
            TERM
              AND TERMINATION

          


     

    	A.  	
            The
              term of this Agreement (“Term”)
              will commence upon the date hereof and will continue for twenty (20)
              years, subject to renewal upon mutual agreement of the parties.
              

          


     

    	B.  	
            In
              the event of breaches of any material provision of this Agreement,
              the
              non-breaching party shall have the right, after providing written notice
              of the breach to the breaching party and a period of not less than
              ninety
              (90) days to cure, to immediately terminate this Agreement.
              

          


     

    	C.  	
            All
              provisions herein that by their nature survive the termination of this
              Agreement shall remain in full force and effect after termination of
              this
              Agreement.

          


     

    	11.  	
            EXCLUSIVITY

          


     

    CDC,
      CDNG
      and any affiliate represents, warrants, covenants, and agrees that during the
      Term, neither CDC, CDNG, nor any of their affiliates, shall directly or
      indirectly operate, fund, sponsor, link to, or otherwise support any website
      or
      online service that is competitive, in whole or in part, with the China B2B
      Site
      anywhere in the world. Similarly, CCC and its subsidiaries shall not directly
      or
      indirectly operate, fund, sponsor, link to or otherwise support any website
      or
      online service that is in direct competition with the China B2B site anywhere
      in
      the world unless CCC directly or indirectly owns it 100%.

     

    	12.  	
            REPRESENTATIONS
              AND WARRANTIES

          


     

    	A.  	
            CCC
              and CDC each represents and warrants that it has the full power and
              authority to enter into and perform its obligations under this Agreement,
              and neither the execution of, nor the performance of its respective
              obligations under, this Agreement will violate any other agreement
              to
              which it is a party. 

          


     

    	B.  	
            CDC
              further represents and warrants that (i) it has the necessary right
              and
              authority to provide all CDC Content to CCC for use as contemplated
              hereunder and the use of the CDC Content (including any name, logo,
              trademark or service mark contained therein) as contemplated hereunder
              will not trigger any consent or payment obligations to any third party,
              nor will such use infringe or violate any third party right or any
              governmental laws or regulations, (ii) the CDC Content will be accurate
              and up to date, (iii) it will take all precautions to ensure that the
              CDC
              Content does not contain any virus, worm, trojan horse, or other harmful
              element, and (iv) it will use its best efforts to obtain all necessary
              approvals from the appropriate PRC government organizations in connection
              with the China B2B Site. 

          


     

    	C.  	
            Except
              as specifically set forth herein, neither party makes any warranty,
              express or implied, with respect to any matter, and expressly disclaims
              the warranties or conditions of non-infringement, merchantability,
              and
              fitness for any particular purpose. 

          


     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    	D.  	
            CDC
              represents and warrants that, contemporaneously with the execution
              and
              delivery of this Agreement, CDNG is executing and delivering to CCC
              an
              authorized letter of CDNG by which CDNG irrevocably confirms that CDC
              has
              the exclusive and perpetual right to online information and
              business.

          


     

    	E.  	
            The
              parties mutually represent and warrant that CCC is not, under this
              Agreement or otherwise by virtue of its relationship with CDC and its
              affiliates, engaging or agreeing to engage in any activities on behalf
              of
              or in furtherance of the interests of the PRC, except if at all, only
              as
              and to the extent of private and nonpolitical activities in furtherance
              of
              bona fide trade or commerce.

          


     

    	13.  	
            INDEMNITY

          


     

    Each
      party agrees to indemnify, defend, and hold harmless the other party, and its
      respective officers, directors, employees, agents, attorneys, and successors,
      from and against any and all liability, loss, damages, claims or causes of
      action, and expenses, including reasonable outside legal fees and expenses,
      arising out of or related to such party’s material breach of any representation
      or warranty hereunder or any failure by such party to perform its obligations
      as
      provided herein. 

     

    	14.  	
            CONFIDENTIALITY
              AND NO ASSIGNMENT

          


     

    CDC
      shall
      not disclose any material terms of this Agreement, or any non-public information
      relating to CCC’s business, other than (i) to those employees, affiliates, and
      third parties that have a need to know in rendering their services in connection
      with this Agreement, and provided further that each such party agrees to keep
      such information confidential, or (ii) as required by law or (iii) to its
      affiliates and parent company. Neither party shall assign or otherwise transfer,
      in whole or in part, its rights or obligations under this Agreement without
      the
      prior written consent of the other party (which shall not be unreasonably
      withheld); provided, however, that either party may assign this Agreement in
      its
      entirety to an entity that acquires all or substantially all of such party’s
      assets, or in connection with any merger or consolidation, whether or not it
      is
      the surviving entity; provided further, however, that no such assignment by
      either party shall relieve it of its obligations hereunder. Subject to the
      foregoing, this Agreement shall be binding upon and inure to the benefit of
      the
      parties and their respective successors and permitted assigns. CCC shall not
      disclose any material terms of this Agreement to any third party without the
      prior approval of CDC, other than to CCC’s investors, prospective investors,
      officers, directors, employees, consultants, counsel, accountants and
      representatives who reasonably need to know the same, and pursuant to any law,
      rule or regulation.

     

    	15.  	
            PRESS
              RELEASE

          


     

    Any
      press
      release issued by CCC or CDC regarding this Agreement that identifies the other
      party shall be approved by such other party prior to public dissemination,
      which
      approval shall not be unreasonably withheld or delayed.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    	16.  	
            REMEDY

          


     

    In
      the
      event either party breaches any material provision of this Agreement, without
      limiting any other rights or remedies, each party agrees that the non-breaching
      party shall be entitled to an injunctive or other equitable relief to enforce
      the terms of this Agreement.

     

    	17.  	
            VENUE;
              CHOICE OF LAW

          


     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      United States and the State of New York, including all matters of construction,
      validity, performance, and enforcement, without regard to its conflict of laws
      principles. The parties agree that the courts located in New York County, in
      the
      State of New York, shall be the sole venue for any action brought against the
      other party and shall have the exclusive personal jurisdiction with respect
      thereto.

     

    	18.  	
            NOTICE

          


     

    All
      notices required or desired to be transmitted hereunder shall be in writing
      and
      shall be transmitted by registered or certified mail (postage prepaid and return
      receipt requested), courier, messenger, or facsimile to the following addresses:
      

     

    For
      CCC:
      China
      Communications Corp., 80 River Street, Hoboken, NJ 07030, Attention: Armand
      Rousso; with a copy to Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154,
      Attention: Andrew M. Ross, Esq. (fax: 1-212-407-4990).

     

    For
      CDC.
      Chinadaily.com.cn, 900 3rd
      Avenue,
      5th
      Floor,
      New York, New York 10022, Attention: Lingling Sun (fax: 1-646-495-3128).


     

    	19.  	
            ENTIRE
              AGREEMENT/AMENDMENT

          


     

    This
      Agreement supersedes all prior negotiations, representations, and agreements,
      either written or oral related hereto. No change or modification of this
      Agreement, or waiver of any of its provisions, shall be effective unless made
      in
      writing and signed by both parties.

     

    	20.  	
            GENERAL

          


     

    If
      any
      provision hereof is found to be illegal, invalid, or unenforceable, such
      provision shall be modified to the minimum extent necessary to make such
      provision valid and enforceable, and the remainder of this Agreement shall
      remain in full force and effect. No waiver of rights under this Agreement by
      either party shall constitute a subsequent waiver of this or any other right
      under this Agreement. CCC and CDC are independent contractors. No agency,
      partnership, joint venture, or employment relationship is created between the
      parties, and neither party shall have the right or authority to bind the other
      party in any way, unless otherwise agreed to by the applicable party in writing.
      This Agreement may be executed in counterparts, all of which when taken together
      shall be deemed to constitute one and the same instrument.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              CHINA
                COMMUNICATIONS CORP.    
                

            	 	
              CHINADAILY.COM.CN         
                

            
	 	 	 	 	 
	
              By: 
                

            	/s/ Armand
              Rousso	 	
              By: 
                

            	/s/ Zhang
              Ping
	 	
              
Armand
              Rousso

              Its:
                Chairman of the Board

            	 	 	
              
Zhang
              Ping

              Its:
                President 

            


    

    
 

     

    
      
         

      

      
        9