Unassociated Document


    Loan
Agreement

    [Original Chinese language text omitted]

     

    Form
of

    Loan
Agreement

    


    This Loan
Agreement (this "Agreement") is made and entered into by and between the parties
below as of the 17th day of April, 2009 in Fuzhou, the People's Republic of
China ("China" or “PRC”):

    


    
      	
               
      

            	
              (1)

            	
              Fujian Across Express
      Information Technology Co., Ltd. (formerly named as “Fuzhou
      Shoushan Waterfall Group EM Polder Co., Ltd.”, hereinafter the "Lender"),
      a limited company duly registered and validly existing in China with its
      address at Building 3, No. 54, Hongliao Street, Shoushan Village, Jinan
      District, Fuzhou.

            


    

    


    
      	
               
      

            	
              (2)

            	
              [________] ("Borrower"),
      a citizen of China with Chinese identification No.: [________], whose
      address is at 15G, Block A, Huakaifugui Building, No.36 Dongda Road, Gulou
      District, Fuzhou City, Fujian
Province.

            


    

    


    Each of
Lender and Borrower shall be hereinafter referred to as a "Party" respectively,
and as the "Parties" collectively.

    


    Whereas:

    


    
      	
              A.

            	
              Fujian
      Fenzhong Media Co., Ltd. (formerly named as “Fuzhou Fenzhong Co., Ltd.”,
      the “Fujian Fenzhong” or “Borrower Company”) is a limited liability
      company duly established and validly exsiting in Fuzhou, China; Borrower
      is a shareholder of Fujian Fenzhong and holds [80] [20]% of the equity
      interest in Fujian Fenzhong.

            


    

     

    Strictly
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          1

          
            

          

        

        
           


        

      

    

    


    Loan
Agreement

    


    
      	
              B.

            	
              Lender,
      Borrower, Fujian Fenzhong and BIAN Chunlan, another shareholder of Fujian
      Fenzhong  (together with the Borrower, the“Shareholders of
      Fujian Fenzhong”), entered into two agreements on November 2, 2003 and
      December 1, 2003 respectively (collectively the “2003 Two Agreements”); as
      provided in the 2003 Two Agreements, all the registered capital of Fujian
      Fenzhong shall be invested or provided practically by the Lender; all the
      investments in Fujian Fenzhong shall be contributed by the Lender in
      substance and the funds thereof shall be provided to Fujian Fenzhong in
      the name of the Borrower and BIAN Chunlan on behalf of the Lender
      (collectively the “Contribution Arrangements”); Borrower and BIAN Chunlan
      shall authorize the Lender or its designee(s) to exercise all their rights
      of shareholding in Fujian Fenzhong; and Borrower and BIAN Chunlan shall
      not exercise such rights by themselves without Lender’s written
      consent.

            


    

    


    
      	
              C.

            	
              Lender,
      Shareholders of Fujian Fenzhong, Fujian Fenzhong and WU Xiujuan, a Chinese
      natural person, entered into a agreement on January 2, 2008 (the “First WU
      Xiujuan Agreement”); as provided in the First WU Xiujuan Agreement,
      Borrower transferred three percent (3%) of equity interest in Fujian
      Fenzhong held by Borrower, which was invested or contributed practically
      by the Lender in substance (the “Lender Contribution”, same as below), to
      WU Xiujuan; WU Xiujuan shall authorize the Lender or its designee(s) to
      exercise all her rights of shareholding in Fujian Fenzhong; and WU Xiujuan
      shall not exercise such rights by herself without Lender’s written
      consent. Lender, Shareholders of Fujian Fenzhong, Fujian Fenzhong and WU
      Xiujuan entered into another agreement on July 10, 2008 (the “Second WU
      Xiujuan Agreement”, together with “First WU Xiujuan Agreement”, the “2008
      Two Agreements”); as provided in the Second WU Xiujuan Agreement, WU
      Xiujuan transferred three percent (3%) of equity interest in Fujian
      Fenzhong held by WU Xiujuan, which was invested or contributed practically
      by the Lender in substance, back to Borrower; Borrower shall authorize the
      Lender or its designee(s) to exercise all his rights of shareholding in
      Fujian Fenzhong; and Borrower shall not exercise such rights by himself
      without Lender’s written consent.

            


    

     

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    Loan
Agreement

     

    
      	
              D.

            	
              Lender,
      Borrower, [________] and Fujian Fenzhong confirm that, the relevant
      provisions of the Contribution Arrangements as provided in the 2003 Two
      Agreements and the Lender Contribution as provided in the 2008 Two
      Agreements, shall mean that “the Lender would provide Borrower and
      [________] with loans for Borrower and [________] to provide funds to
      Fujian Fenzhong, contribute the registered capital of Fujian Fenzhong,
      increase the registered capital of Fujian Fenzhong and hold the equity
      interest in Fujian Fenzhong simultaneously. The Borrower hereby confirms
      that he/she has received the fund in the amount of RMB [16,000,000]
      [4,000,000] from the Lender for the contributions of the registered
      capital and increase the registered capital of the Fujian
      Fenzhong.

            


    

    


    
      	
              E.

            	
              The
      Parties agree to make supplement to the foregoing arrangements and
      relevant matters as provided in the 2003 Two Agreements and 2008 Two
      Agreements (collectively the “Four
Agreements”).

            


    

    


    Now,
therefore, through mutual discussion, the Parties have reached the following
agreements:

    


    
      Party A
and Party B, being the signing parties to the foregoing Four Agreements, agree
that this Agreement and another Loan Agreement executed on the same date by and
between the Lender and [________], another shareholder of Fujian Fenzhong,
collectively constitute the supplementary agreement to the foregoing Four
Agreements regarding the Contribution Arrangements and Lender Contribution as
set forth thereunder.

    

     

    Strictly
Confidential

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    Loan
Agreement

     

    
      	
              1.

            	Loan


    

     

    
      
        	
              	
                1.1

              	
                According
      to the foregoing Four Agreements and the terms and conditions of this
      Agreement, Lender agrees to provide a loan equivalent to the amount of RMB
      [16,000,000] [4,000,000] (the "Loan") to Borrower for the contribution of
      registered capital and increase of registered capital in Fujian Fenzhong
      and to hold the equity interest in Fujian Fenzhong, and the Borrower
      confirms that he/she has received such Loan (details refer to the Appendix
      I: RECEIPT). The term of the Loan shall be ten (10) years from the date of
      the receipt of the loan, and will be automatically renewed for an
      additional ten (10) years upon expiration, provided that no objection is
      made by Lender within twenty (20) days prior to each tenth anniversary.
      During the term of the Loan or the extended term of the Loan, Borrower
      shall immediately repay the full amount of the Loan in the event any one
      or more of the following circumstances
occur:

              


      

    

    


    
      	
               
      

            	
              1.1.1

            	
              Thirty
      (30) days elapse after Borrower receives written notice from Lender
      requesting repayment of the Loan;

            


    

    


    
      	
               
      

            	
              1.1.2

            	
              Borrower's
      death, lack or limitation of civil
capacity;

            


    

    


    
      	
               
      

            	
              1.1.3

            	
              Borrower
      ceases (for any reason) to be an employee of Fujian Fenzhong or any of its
      affiliated entities, or ceases to be a shareholder of Fujian
      Fenzhong;

            


    

     

    Strictly
Confidential
 

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    Loan
Agreement

     

    
      	
               
      

            	
              1.1.4

            	
              Borrower
      engages in criminal act or is involved in criminal
    activities;

            


    

    


    
      	
               
      

            	
              1.1.5

            	
              Any
      third party files a claim against Borrower that exceeds RMB1,000,000;
      or

            


    

    


    
      	
               
      

            	
              1.1.6

            	
              The
      Lender determines to exercise the exclusive option under the Exclusive
      Option Agreement (the "Exclusive Option Agreement") described in Sections
      3.1.1 and 3.2.3 of this Agreement.

            


    

    


    
      
        	
              	
                1.2

              	
                Borrower
      confirms that he has received the aforementioned Loan provided by Lender,
      and has already used the Loan for contributions of registered capital and
      increase of registered capital of Borrower Company. Borrower is Borrower
      Company's shareholder and owns [80] [20]% of the equity interests in
      Borrower Company (Such [80] [20]% equity interests, hereinafter referred
      to as the "Borrower Equity
Interest").

              


      

    

    


    
      
        	
              	
                1.3

              	
                Lender
      and Borrower hereby agree and acknowledge that Lender shall have the sole
      right to determine Borrower's method of repaymentas follows, (1) transfer
      the Borrower Equity Interest in whole to Lender or Lender's designated
      persons (legal or natural persons) if Lender exercises of its right to
      acquire the Borrower Equity Interest under the Exclusive Option Agreement;
      and (2) in case of liquidation, Borrower shall repay the Loan with all the
      remaining assets of the Borrower Company distributed after liquidation to
      Lender or the designees of the
Lender.

              


      

    

     

    
      Strictly
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      Loan
Agreement

       

    

    
      
        	
              	
                1.4

              	
                Lender
      and Borrower hereby agree and acknowledge that, to the extent permitted by
      the laws of China, 100% of the proceeds from the transfer of the Borrower
      Equity Interest or 100% of the sale or liquidation proceeds of the
      Borrower Company and/or all the remaining assets of the Borrower Company
      distributed after liquidation (less taxes according to the PRC laws and
      reasonable transaction costs) shall be used to repay the Loan to Lender,
      in accordance with this Agreement and in the manner designated by
      Lender.

              


      

    

    


    
      
        	
              	
                1.5

              	
                Lender
      and Borrower hereby agree and acknowledge that to the extent permitted by
      applicable laws, Lender shall have the right but not the obligation to
      purchase or designate other persons (legal or natural persons) to purchase
      Borrower Equity Interest in part or in whole at any time, at the price
      stipulated in the Exclusive Option
Agreement.

              


      

    

    


    
      
        	
              	
                1.6

              	
                Borrower
      also undertakes to execute an irrevocable Power of Attorney (the "Power of
      Attorney"), which authorizes Lender or a legal or natural person
      designated by Lender to exercise all of Borrower's rights as a shareholder
      of Borrower Company.

              


      

    

    


    
      
        	
              	
                1.7

              	
                When
      Borrower transfers Borrower Equity Interest to Lender or Lender's
      designated person(s), in the event that the transfer price of such equity
      interest equals or is lower than the principal of the Loan under this
      Agreement, the Loan under this Agreement shall be deemed an interest-free
      loan. In the event that the transfer price of such equity interest exceeds
      the principal of the Loan under this Agreement, the excess over the
      principal shall be deemed the interest of the Loan or other manners
      negotiated by both Parties in good faith and determined by Lender (to the
      extent permitted by the laws of China) under this Agreement payable by
      Borrower to Lender.

              


      

    

    
       

    

    
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      Loan
Agreement

    

     

    
      	
              2.

            	
              Representations and
      Warranties

            


    

    


    
      
        	
              	
                2.1

              	
                Between
      the date of this Agreement and the date of termination of this Agreement,
      Lender hereby makes the following representations and warranties to
      Borrower:

              


      

    

    


    
      
        	
              	
                2.1.1

              	
                Lender
      is a company duly organized and legally existing in accordance with the
      laws of PRC;

              


      

    

    


    
      	
               
      

            	
              2.1.2

            	
              Lender
      has the legal capacity to execute and perform this Agreement. The
      execution and performance by Lender of this Agreement is consistent with
      Lender's scope of business and the provisions of Lender's corporate bylaws
      and other organizational documents, and Lender has obtained all necessary
      and proper approvals and authorizations for the execution and performance
      of this Agreement; and

            


    

    


    
      	
               
      

            	
              2.1.3

            	
              This
      Agreement constitutes Lender's legal, valid and binding obligations,
      enforceable in accordance with its
terms.

            


    

    


    
      
        	
              	
                2.2

              	
                Between
      the date of this Agreement and the date of termination of this Agreement,
      Borrower hereby makes the following representations and
      warranties:

              


      

    

     

    
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      Loan
Agreement
  

    

    
      	
               
      

            	
              2.2.1

            	
              Borrower
      has the legal capacity to execute and perform this Agreement. Borrower has
      obtained all necessary and proper approvals and authorizations for the
      execution and performance of this
Agreement;

            


    

      

    
      	
               
      

            	
              2.2.2

            	
              This
      Agreement constitutes Borrower's legal, valid and binding obligations
      enforceable in accordance with its terms;
and

            


    

     

    
      	
               
      

            	
              2.2.3

            	
              There
      are no disputes, litigations, arbitrations, administrative proceedings or
      any other legal proceedings relating to Borrower, nor are there any
      potential disputes, litigations, arbitrations, administrative proceedings
      or any other legal proceedings relating to
  Borrower.

            


    

    


    
      	
              3.

            	
              Borrower's
      Covenants

            


    

    


    
      
        	
              	
                3.1

              	
                For
      so long as he remains a shareholder of Borrower Company, Borrower
      covenants irrevocably that during the term of this Agreement, Borrower
      shall cause Borrower Company:

              


      

    

    


    
      	
               
      

            	
              3.1.1

            	
              to
      execute the Exclusive Option Agreement with Borrower and Lender, under
      which Borrower shall irrevocably grant Lender an exclusive option to
      purchase all of the Borrower Equity Interest; to execute an Exclusive
      Business Cooperation Agreement ("Exclusive Business Cooperation
      Agreement") with Lender (or a party designated by Lender), under which
      Lender (or a party designated by Lender), as an exclusive service
      provider, will provide Borrower Company with technical service and
      business consulting service; to enter into the Exclusive Option Agreement
      and the Exclusive Business Cooperation Agreement on the date
      of  this Agreement, and to complete all the related governmental
      approvals, registrations or filings (as
  applicable);

            


    

    
       

    

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
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      Loan
Agreement

       

      
      

    

    
      	
               
      

            	
              3.1.2

            	
              to
      strictly abide by the provisions of the Exclusive Option Agreement and the
      Exclusive Business Cooperation Agreement, and to refrain from any
      action/omission that may affect the effectiveness and enforceability of
      the Exclusive Option Agreement and the Exclusive Business Cooperation
      Agreement;

            


    

    


    
      	
               
      

            	
              3.1.3

            	
              at
      the request of Lender (or a party designated by Lender), to execute
      contracts/agreements on business cooperation with Lender (or a party
      designated by Lender), and to strictly abide by such
      contracts/agreements;

            


    

    


    
      	
               
      

            	
              3.1.4

            	
              to
      provide Lender with all of the information on its business operations and
      financial data at Lender's request;

            


    

    


    
      	
               
      

            	
              3.1.5

            	
              To
      provide Lender with the annual budget of Borrower Company for Lender’s
      review and approval, and to ensure that the operating expenses of Borrower
      Company shall not exceed the annual budget approved by
    Lender;

            


    

    


    
      	
               
      

            	
              3.1.6

            	
              to
      immediately notify Lender of the occurrence or possible occurrence of any
      litigation, arbitration or administrative proceedings relating to its
      assets, business or income;

            


    

     

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
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      Loan
Agreement

       

    

    
      	
               
      

            	
              3.1.7

            	
              at
      the request of Lender, to appoint any persons designated by Lender as
      directors and/or executive director of Borrower
  Company;

            


    

    


    
      	
               
      

            	
              3.1.8

            	
              without
      Lender's prior written consent, not to supplement, change or amend its
      articles of association in any manner, increase or decrease its registered
      capital or change its share capital structure in any
    manner;

            


    

    


    
      	
               
      

            	
              3.1.9

            	
              to
      maintain its corporate existence in accordance with good financial and
      business standards and practices by prudently and effectively operating
      its business and handling its
affairs;

            


    

    


    
      	
               
      

            	
              3.1.10

            	
              without
      Lender's prior written consent, not to sell, transfer, mortgage or dispose
      of in any other manner its legal or beneficial interest in any of its
      assets, business or revenue at any time from the date of this Agreement,
      or permit the encumbrance of any other security interest
      thereon;

            


    

    


    
      	
               
      

            	
              3.1.11

            	
              without
      Lender's prior written consent, not to incur, inherit, guarantee or
      otherwise allow for the existence of any debt, except for (i) debt
      incurred in the ordinary course of business other than through any loans;
      and (ii) debt already disclosed to Lender for which Lender's written
      consent has been obtained;

            


    

    


    
      	
               
      

            	
              3.1.12

            	
              to
      operate its businesses in the ordinary course and to maintain the value of
      its assets;

            


    

     

    
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      Loan
Agreement

    

     

    
      	
               
      

            	
              3.1.13

            	
              without
      the prior written consent of Lender, not to execute any major contract,
      except for contracts in the ordinary course of business (for purpose of
      this subsection, a contract with a value exceeding RMB100,000 shall be
      deemed a major contract);

            


    

    


    
      	
               
      

            	
              3.1.14

            	
              without
      the prior written consent of Lender, not to provide any person with any
      loan, credit or security;

            


    

    


    
      	
               
      

            	
              3.1.15

            	
              to
      procure and maintain insurance from an insurance carrier acceptable to
      Lender, at an amount and type of coverage typical for companies that
      operate similar businesses;

            


    

    


    
      	
               
      

            	
              3.1.16

            	
              without
      the prior written consent of Lender, not to merge, consolidate with,
      acquire, or invest in any person;

            


    

    


    
      	
               
      

            	
              3.1.17

            	
              to
      maintain the ownership of all of its assets, execute all necessary or
      appropriate documents, take all necessary or appropriate actions and file
      all necessary or appropriate complaints or raise necessary and appropriate
      defenses against all claims; and

            


    

    


    
      	
               
      

            	
              3.1.18

            	
              without
      the prior written consent of Lender, not to distribute dividends to
      shareholders, provided that upon Lender's written request, to distribute
      the distributable profits in whole or in part to its
      shareholders.

            


    

     

    
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      Loan
Agreement
  

    

    
      
        	
              	
                3.2

              	
                Borrower
      covenants that during the term of this Agreement, he
  shall:

              


      

    

     

    
      	
               
      

            	
              3.2.1

            	
              endeavor
      to cause Borrower Company to engage in media-related business and/or other
      business approved by Lender; the specific business scope shall be subject
      to the business license of Borrower Company; Borrower shall cause Borrower
      Company to complete all the government approvals, authorizations,
      licensing, registration and filing required for engaging in the businesses
      within the scope of its business license and for owning its assets
      pursuant to the laws of China;

            


    

     

    
      	
               
      

            	
              3.2.2

            	
              execute
      an irrevocable Power of Attorney, which authorizes the Lender or a legal
      or natural person designated by Lender to exercise all of Borrower's
      rights as a shareholder in Borrower Company, and refrain from exercising
      any such shareholder rights except to the extent required under this
      Agreement or the Equity Interest Pledge Agreement (hereinafter Section
      3.2.4) or as requested by Lender;

            


    

     

    
      	
               
      

            	
              3.2.3

            	
              execute
      the Exclusive Option Agreement with Lender and Borrower Company, under
      which Borrower shall irrevocably grant to Lender an exclusive option to
      purchase all of the Borrower Equity
Interest;

            


    

     

    
      	
               
      

            	
              3.2.4

            	
              execute
      an Equity Interest Pledge Agreement (the "Equity Interest Pledge
      Agreement") with Lender and Borrower Company, under which Borrower shall
      pledge the Borrower Equity Interest to
Lender;

            


    

     

    
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      Loan
Agreement

    

     

    
      	
               
      

            	
              3.2.5

            	
              enter
      into the aforementioned Power of Attorney, Exclusive Option Agreement and
      Equity Interest Pledge Agreement on the date of this Agreement, and
      complete all the related governmental approvals, registrations or filings
      (as applicable);

            


    

     

    
      	
               
      

            	
              3.2.6

            	
              abide
      by the provisions of this Agreement, the Power of Attorney, the Equity
      Interest Pledge Agreement and the Exclusive Option Agreement, perform his
      obligations under this Agreement, the Power of Attorney, the Equity
      Interest Pledge Agreement and the Exclusive Option Agreement, and refrain
      from any action/omission that may affect the effectiveness and
      enforceability of this Agreement, the Power of Attorney, the Equity
      Interest Pledge Agreement and the Exclusive Option
    Agreement;

            


    

    


    
      	
               
      

            	
              3.2.7

            	
              not
      sell, transfer, mortgage or dispose of in any other manner the legal or
      beneficial interest in Borrower Equity Interest, or allow the encumbrance
      thereon of any security interest or the encumbrance, except in accordance
      with the Equity Interest Pledge
Agreement;

            


    

    


    
      	
               
      

            	
              3.2.8

            	
              cause
      any shareholders' meeting and/or the board of directors and/or executive
      director of Borrower Company not to approve the sale, transfer, mortgage
      or disposition in any other manner of any legal or beneficial interest in
      Borrower Equity Interest, or allow the encumbrance thereon of any security
      interest, except to Lender or Lender's designated
  person;

            


    

     

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
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      Loan
Agreement
   

    

    
      	
               
      

            	
              3.2.9

            	
              cause
      any shareholders' meeting and/or the board of directors and/or executive
      director of the Borrower Company not to approve the merger or
      consolidation of Borrower Company with any person, or its acquisition of
      or investment in any person, without the prior written consent of
      Lender;

            


    

    


    
      	
               
      

            	
              3.2.10

            	
              immediately
      notify Lender of the occurrence or possible occurrence of any litigation,
      arbitration or administrative proceedings relating to Borrower Equity
      Interest;

            


    

    


    
      	
               
      

            	
              3.2.11

            	
              to
      the extent necessary to maintain his ownership of the Borrower Equity
      Interest, execute all necessary or appropriate documents, take all
      necessary or appropriate actions and file all necessary or appropriate
      complaints or raise necessary and appropriate defense against all
      claims;

            


    

    


    
      	
               
      

            	
              3.2.12

            	
              without
      the prior written consent of Lender, refrain from any action/omission that
      may have a material impact on the assets, business and liabilities of
      Borrower Company;

            


    

    


    
      	
               
      

            	
              3.2.13

            	
              appoint
      any designee of Lender as director and/or executive director of Borrower
      Company, at the request of Lender;

            


    

    


    
      	
               
      

            	
              3.2.14

            	
              to
      the extent permitted by the laws of China, at the request of Lender at any
      time, promptly and unconditionally transfer all of Borrower Equity
      Interest to Lender or Lender's designated representative(s) at any time,
      and cause the other shareholders of Borrower Company to waive their right
      of first refusal with respect to the share transfer described in this
      Section;

            


    

    
       

    

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
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      Loan
Agreement

       

    

    
      	
               
      

            	
              3.2.15

            	
              to
      the extent permitted by the laws of China, at the request of Lender at any
      time, cause the other shareholders of Borrower Company to promptly and
      unconditionally transfer all of their equity interest to Lender or
      Lender's designated representative(s) at any time, and Borrower hereby
      waives his right of first refusal (if any) with respect to the share
      transfer described in this Section;

            


    

    


    
      	
               
      

            	
              3.2.16

            	
              in
      the event that Lender purchases Borrower Equity Interest from Borrower in
      accordance with the provisions of the Exclusive Option Agreement, use such
      purchase price obtained thereby to repay the Loan to Lender;
      and

            


    

    


    
      	
               
      

            	
              3.2.17

            	
              without
      the prior written consent of Lender, not to cause Borrower Company to
      supplement, change, or amend its articles of association in any manner,
      increase or decreases its registered capital or change its share capital
      structure in any manner.

            


    

    


    
      	
              4.

            	
              Liability for
      Breach

            


    

    


    
      
        	
              	
                4.1

              	
                In
      the event either Party breaches this Agreement or otherwise causes the
      non-performance of this Agreement in part or in whole, the Party shall be
      liable for such breach and shall compensate all damages (including
      litigation and attorneys fees) resulting therefrom. In the event that both
      Parties breach this Agreement, each Party shall be liable for its
      respective breach.

              


      

    

     

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    
      Loan
Agreement

       

    

    
      
        	
              	
                4.2

              	
                In
      the event that Borrower fails to perform the repayment obligations set
      forth in this Agreement, Borrower shall pay overdue interest of 0.01% per
      day for the outstanding payment, until the day Borrower repays the full
      principal of the Loan, overdue interests and other payable
      amounts.

              


      

    

    


    
      	
              5.

            	Notices


    

     

    
      
        	
              	
                5.1

              	
                All
      notices and other communications required or permitted to be given
      pursuant to this Agreement shall be delivered personally or sent by
      registered mail, postage prepaid, by a commercial courier service or by
      facsimile transmission to the address of such party set forth below. A
      confirmation copy of each notice shall also be sent by email. The dates on
      which notices shall be deemed to have been effectively given shall be
      determined as follows:

              


      

    

    


    
      	
               
      

            	
              5.1.1

            	
              Notices
      given by personal delivery, by courier service or by registered mail,
      postage prepaid, shall be deemed effectively given on the date of
      delivery.

            


    

    


    
      	
               
      

            	
              5.1.2

            	
              Notices
      given by facsimile transmission shall be deemed effectively given on the
      date of successful transmission (as evidenced by an automatically
      generated confirmation of
transmission).

            


    

    


    
      
        	
              	
                5.2

              	
                For
      the purpose of notices, the addresses of the Parties are as
      follows:

              


      

    

     

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

    
      Loan
Agreement

         

    

    
      Lender: Floor 22, Wuyi Center,
No. 33 of East Street, Fuzhou, Fujian Province 

    

    Attn:
CHENG Zheng

    


    Borrower: Floor 22, Wuyi
Center, No. 33 of East Street, Fuzhou, Fujian Province 

     Attn: [________]

    


    
      
        	
              	
                5.3

              	
                Any
      Party may at any time change its address for notices by a notice delivered
      to the other Party in accordance with the terms
  hereof.

              


      

    

    


    
      	
              6.

            	Confidentiality


    

     

    The
Parties acknowledge that any oral or written information exchanged among them
with respect to this Agreement is confidential information. The Parties shall
maintain the confidentiality of all such information, and without the written
consent of other Party, either Party shall not disclose any relevant information
to any third party, except in the following circumstances: (a) such information
is or will be in the public domain (provided that this is not the result of a
public disclosure by the receiving party); (b) information disclosed as required
by applicable laws or rules or regulations of any stock exchange; or (c)
information required to be disclosed by any Party to its legal counsel or
financial advisor regarding the transaction contemplated hereunder, and such
legal counsel or financial advisor are also bound by confidentiality duties
similar to the duties in this section. Disclosure of any confidential
information by the staff members or agency hired by any Party shall be deemed
disclosure of such confidential information by such Party, which Party shall be
held liable for breach of this Agreement. This section shall survive the
termination of this Agreement for any reason.

     

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

     

    
      Loan
Agreement

           

    

    
      	
              7.

            	
              Governing Law and
      Resolution of Disputes

            


    

    


    
      	
              7.1

            	
              The
      execution, validity, interpirtation, performance, amendment and
      termination of this Agreement and the resolution of disputes shall be
      governed by the laws of China.

            


    

    


    
      	
              7.2

            	
              In
      the event of any dispute with respect to the construction and performance
      of this Agreement, the Parties shall first resolve the dispute through
      friendly negotiations. In the event the Parties fail to reach an agreement
      on the dispute within 30 days after either Party's request to the other
      Party for resolution of the dispute through negotiations, either Party may
      submit the relevant dispute to the China International Economic and Trade
      Arbitration Commission for arbitration, in accordance with its then
      effective arbitration rules. The arbitration shall be conducted in Fuzhou,
      and the language used in arbitration shall be Mandarin Chinese. The
      arbitration award shall be final and binding on all
    parties.

            


    

    


    
      	
              7.3

            	
              Upon
      the occurrence of any disputes arising from the interpretation and
      performance of this Agreement or during the pending arbitration of any
      dispute, except for the matters under dispute, the parties to this
      Agreement shall continue to exercise their respective rights under this
      Agreement and perform their respective obligations under this
      Agreement.

            


    

    


    
      	
              8.

            	Miscellaneous


    

     

    
      	
              8.1

            	
              This
      Agreement shall become effective on the date thereof, and shall expire
      upon the date of full performance by the Parties of their respective
      obligations under this Agreement.

            


    

     

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

     

    
      Loan
Agreement

       

    

    
      	
              8.2

            	
              This
      Agreement shall be written in both Chinese and English language in two
      counter copies, each Party having one copy with equal legal binding force.
      In the event of there is any conflict between the Chinese version and the
      English version, the Chinese version shall
  prevail.

            


    

    


    
      	
              8.3

            	
              This
      Agreement may be amended or supplemented through written agreement by and
      between the Parties. Such written amendment agreement and/or supplementary
      agreement executed by and between the Parties are an integral part of this
      Agreement, and shall have the same legal validity as this
      Agreement.

            


    

    


    
      	
              8.4

            	
              In
      the event that one or several of the provisions of this Agreement are
      found to be invalid, illegal or unenforceable in any aspect in accordance
      with any laws or regulations, the validity, legality or enforceability of
      the remaining provisions of this Agreement shall not be affected or
      compromised in any respect. The Parties shall strive in good faith to
      replace such invalid, illegal or unenforceable provisions with effective
      provisions that, to the greatest extent permitted by law, accomplish the
      intentions of the Parties and the economic effect originally intended by
      the Parties.

            


    

    


    
      	
              8.5

            	
              The
      appendix (if any) to this Agreement shall be an integral part of this
      Agreement and shall have the same legal validity as this
      Agreement.

            


    

    


    Appendix
I: RECEIPT

     

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    
      Loan
Agreement
   

    

    IN
WITNESS WHEREOF, the Parties have executed, or caused their authorized
representatives to execute, this Loan Agreement as of the date first above
written.

    


    Lender: Fujian Across Express
Information Technology Co., Ltd.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                By:

                              	 
      
	
                                Name:
      CHENG Zheng

                              
	
                                Title:
      Legal Representative

                              
	 
      
	
                                Borrower:  [________]

                              
	 
      
	
                                By:

                              	
                                 

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      Strictly
Confidential

       

    

    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

     

    
      Loan
Agreement

       

    

    Appendix
I: RECEIPT

    
       

      Strictly
Confidential

       

    

    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    


    Loan
Agreement

     
 

    RECEIPT

    


    It is
hereby confirmed that I have received the loans in the amount of RMB
[16,000,000] [4,000,000] (including RMB[ ]
received on [ ], 200[ ], RMB[ ] received on [ ], 200[ ] and
RMB[ ] received on [ ], 200[ ], collectively, hereinafter the
“Loan” ), which is to be used in the contributions of the registered
capital and increase of the registered capital of Fujian Fenzhong Media Co.,
Ltd. (formerly named as “Fuzhou Fenzhong Co., Ltd.”, the “Fujian
Fenzhong”), from Fujian Across Express Information Technology Co., Ltd.
(formerly named as “Fuzhou Shoushan Waterfall Group EM Polder Co., Ltd.”, the
“Fujian Express”) based on the two agreements dated November 2, 2003 and
December 1, 2003 respectively, by and among myself, [________], Fujian Express
and Fujian Fenzhong.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  By:

                                	 	 
      
	
                                  Name:
      

                                
	 
      
	
                                  Date: April
      17, 2009, in
Fuzhou

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Strictly
Confidential


    


    
      
        
           


        

        
          22