Unassociated Document


    Exclusive
Business Cooperation Agreement

    [Original Chinese language text omitted]

     

    Form
of

    Exclusive
Business Cooperation Agreement

    


    This
Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered
into by and between the following parties on April 17, 2009 in Fuzhou, the
People’s Republic of China (“China” or the “PRC”).

    


    
      
      

    

    
      	
              Party A:

            	
              Fujian Across Express
      Information Technology Co., Ltd. (formerly named as “Fuzhou
      Shoushan Waterfall Group EM Polder Co.,
Ltd.”)

            


    

    
      
      

    

    
      	
              Address:

            	
              Building
      3, No. 54, Hongliao Street, Shoushan Village, Jinan District,
      Fuzhou

            


    

    


    
      
      

    

    
      	
              Party B:  

            	
              Fujian Fenzhong Media Co., Ltd.
      (formerly named as “Fuzhou Fenzhong Co.,
  Ltd.”)

            


    

    
      
      

    

    
      	
              Address:

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

            


    

    


    Each of
Party A and Party B shall be hereinafter referred to as a “Party” respectively,
and as the “Parties” collectively.

     

    Whereas,

    


    
      	
              A.

            	
              Party
      A is a wholly-foreign-owned enterprise established in China, and has the
      necessary resources to provide technical and consulting
      services.

            


    

    


    
      	
              B.

            	
              Party
      B is a company with exclusively domestic capital registered in China and
      may engage in the advertising media business (the “Principal Business”) as
      approved by the relevant governmental authorities in
  China.

            


    

    


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              C.

            	
              CHENG
      Zheng, with Chinese Identification Card No.: 350103197103110058, and BIAN
      Chunlan, with Chinese Identification Card No.: 350103521126002, are the
      shareholders of Party B (collectively the “Shareholders of Party B”), and
      respectively holds 80% and 20% of the equity interests in Party
      B.

            


    

    


    
      	
              D.

            	
              Party
      A, Party B and Shareholders of Party B entered into two agreements on
      November 2, 2003 and December 1, 2003 respectively (collectively the “2003
      Two Agreements”); as provided in the Two Agreements, Party A would provide
      support and services to Party B for its operation and management, and as a
      consideration for the said support and services, the total profits
      occurring from Party B shall be paid to Party A after deduction of certain
      taxes and expenses; Additionally, the parties thereof agreed that, subject
      to Party A’s request, the parties shall enter into additional agreements
      or documents relating to the matters and other matters concerned in the
      Two Agreements in the form of supplementary
  agreements.

            


    

    


    
      	
              E.

            	
              Lender,
      Shareholders of Fujian Fenzhong, Fujian Fenzhong and WU Xiujuan, a Chinese
      natural person, entered into two agreements on January 2, 2008 and July
      10, 2008 respectively (the “2008 Two Agreements”, together with the 2003
      Two Agreements, the “Four Agreements”); as provided in the 2008 Two
      Agreements, the total profits occurring from Party B shall be paid to
      Party A after deduction of certain taxes and expenses as a consideration
      for the support and services provided by Party A; Additionally, the
      parties thereof agreed that, subject to Party A’s request, the parties
      shall enter into additional agreements or documents relating to the
      matters and other matters concerned in the 2008 Two Agreements in the form
      of supplementary agreements.

            


    

     

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              F.

            	
              Party
      A is willing to provide Party B with technical support, consulting
      services and other commercial services on exclusive basis in relation to
      the Principal Business during the term of this Agreement, utilizing its
      advantages in technology, human resources, and information, and Party B is
      willing to accept such services provided by Party A or Party A's
      designee(s), each on the terms set forth
herein.

            


    

    


    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 shall be the supplementary agreement to the foregoing Four
Agreements regarding Party A’s support and services provided to Party B, and the
Shareholders of Party B have no objection against this arrangement
hereunder.

    


    
      	
              1.

            	
              Services
      Provided by Party A and Related
Arrangements

            


    

    


    
      	
               
      

            	
              1.1

            	
              Party
      B hereby appoints Party A as Party B's exclusive services provider to
      provide Party B with complete technical support, business support and
      related consulting services during the term of this Agreement, in
      accordance with the terms and conditions of this Agreement, which may
      include all necessary services within the scope of the Principal Business
      as may be determined from time to time by Party A, such as but not limited
      to technical services, business consultations, equipment or property
      leasing, intellectual property licensing, marketing consultancy, system
      integration, product research and development, and system
      maintenance.

            


    

     

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              1.2

            	
              Party
      B agrees to accept all the consultations and services provided by Party A.
      Party B further agrees that unless with Party A's prior written consent,
      during the term of this Agreement, Party B shall not directly or
      indirectly accept the same or any similar consultations and/or services
      provided by any third party and shall not enter into the same or similar
      contractual arrangements with any third party regarding the matters
      contemplated by this Agreement. Party A may appoint other parties, who may
      enter into certain agreements described in Section 1.3 with Party B, to
      provide Party B with the consultations and/or services under this
      Agreement.

            


    

    


    
      	
            	
              1.3

            	
              Provision
      of Services

            


    

    


    
      	
            	
              1.3.1

            	
              Party
      A and Party B agree that during the term of this Agreement, where
      necessary, Party B may enter into further technical service agreements or
      consulting service agreements with Party A or any other party designated
      by Party A, which shall provide the specific contents, manner, personnel,
      and fees for the specific technical services and consulting
      services.

            


    

    


    
      	
               
      

            	
              1.3.2

            	
              To
      fulfill this Agreement, Party A and Party B agree that during the term of
      this Agreement, where necessary, Party B may enter into equipment or
      property leases with Party A or any other party designated by Party A
      which shall permit Party B to use Party A's or its designee’s relevant
      equipment or property based on the requirements of the business
      development of Party B.

            


    

     

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              1.4

            	
              The
      Parties agree and confirm that, in the event of any loss of Party B for
      any reason, Party A will provide Party B with all necessary financial
      support, details of which will be separately discussed based on certain
      circumstance by the Parties.

            


    

    


    
      	
               
      

            	
              1.5

            	
              The
      Parties further agree and confirm that, Party A is entitled to purchase
      all the assets of Party B, for a purchase price equal to the net assets of
      Party B or the minimum price permitted by PRC laws; the Parties will enter
      into additional agreements regarding the foregoing purchase of all the
      assets of Party B.

            


    

    


    
      	
              2.

            	
              Calculation
      and Payment of Service Fees

            


    

    


    Both
Parties agree that, in consideration of the services provided by Party A, Party
B shall pay to Party A the fees (the “Service Fees”) equal to all of the net
income of Party B, provided that upon mutual discussion between the Parties and
the prior written consent by Party A, the rate of Service Fees may be adjusted
based on the services rendered by Party A and the operational needs of Party
B.  Party B shall pay to Party A the all  or part of the due
but unpaid Service Fees, within ten (10) days upon receiving the written payment
instruction or notice of Party A with respect to the services have been provided
by Party A;  within 30 days after the end of each quarter, Party B
shall  deliver to Party A the management accounts and operating data
of Party B for such quarter, including the net income of Party B during such
quarter (the “Quarterly Net Income”).  Within ninety (90) days after
the end of each fiscal year, Party B shall (a) deliver to Party A audited
financial statements of Party B for such fiscal year, which shall be audited and
certified by an independent certified public accountant approved by Party A, and
(b) pay an amount to Party A equal to the shortfall, if any, of the net income
of Party B for such fiscal year, as shown in such audited financial statements,
as compared to the aggregate amount of the Service Fees paid by Party B to Party
A in such fiscal year.

     

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              3.

            	
              Intellectual
      Property Rights and Confidentiality
Clauses

            


    

    


    
      	
               
      

            	
              3.1

            	
              To
      the extent permitted under the PRC laws, Party A shall have exclusive and
      proprietary rights and interests in all rights, ownership, interests and
      intellectual properties arising out of or created during the performance
      of this Agreement, including but not limited to copyrights, patents,
      patent applications, software, technical secrets, trade secrets and
      others. Party B shall execute all appropriate documents, take all
      appropriate actions, submit all filings and/or applications, render all
      appropriate assistance and otherwise conduct whatever is necessary as
      deemed by Party A in its sole discretion for the purposes of vesting any
      ownership, right or interest of any such intellectual property rights in
      Party A, and/or perfecting the protections for any such intellectual
      property rights in Party A.

            


    

     

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              3.2

            	
              The
      Parties acknowledge that the existence and the terms of this Agreement and
      any oral or written information exchanged between the Parties in
      connection with the preparation and performance of this Agreement are
      regarded as confidential information. Each Party shall maintain
      confidentiality of all such confidential information, and without
      obtaining the written consent of the other Party, it shall not disclose
      any relevant confidential information to any third parties, except for the
      information that: (a) is or will be in the public domain (other than
      through the receiving Party’s unauthorized disclosure); (b) is under the
      obligation to be disclosed pursuant to the applicable laws or regulations,
      rules of any stock exchange, or orders of the court or other government
      authorities; or (c) is required to be disclosed by any Party to its
      shareholders, investors, legal counsels or financial advisors regarding
      the transaction contemplated hereunder, provided that such shareholders,
      investors, legal counsels or financial advisors shall  be bound
      by the confidentiality obligations set forth in this Section. Disclosure
      of any confidential information by the staff members or agencies employed
      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.

            


    

    


    
      	
               
      

            	
              3.3

            	
              The
      Parties agree that this Section shall survive changes to, and rescission
      or termination of, this Agreement.

            


    

    


    
      	
              4.

            	
              Representations
      and Warranties

            


    

    


    
      	
               
      

            	
              4.1

            	
              Party
      A hereby represents and warrants as
follows:

            


    

    


    
      	
               
      

            	
              4.1.1

            	
              Party
      A is a wholly foreign owned enterprise legally established and validly
      existing in accordance with the laws of
China.

            


    

     

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              4.1.2

            	
              Party
      A has taken all necessary corporate actions and obtained all necessary
      authorization, consent and approval from third parties and government
      agencies (if applicable) for the execution and performance of this
      Agreement.  Party A’s execution and performance of this
      Agreement do not violate any laws or regulations applicable to Party
      A.

            


    

    


    
      	
               
      

            	
              4.1.3

            	
              This
      Agreement constitutes Party A's legal, valid and binding obligations, and
      shall be enforceable against Party A in accordance with its
      terms.

            


    

    


    
      	
               
      

            	
              4.2

            	
              Party
      B hereby represents and warrants as
follows:

            


    

    


    
      	
               
      

            	
              4.2.1

            	
              Party
      B is a company legally established and validly existing in accordance with
      the laws of China, Party B has obtained, or will obtain without
      substantial encumbrance, the relevant permit and license for engaging in
      the Principal Business in a timely
manner;

            


    

    


    
      	
               
      

            	
              4.2.2

            	
              Party
      B has taken all necessary corporate actions and obtained all necessary
      authorization, consent and approval from third parties and government
      agencies (if applicable) for the execution and performance of this
      Agreement.  Party B’s execution and performance of this
      Agreement do not violate any laws or regulations applicable to Party
      B.

            


    

     

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              4.2.3

            	
              This
      Agreement constitutes Party B's legal, valid and binding obligations, and
      shall be enforceable against Party B in accordance with its
      terms.

            


    

    


    
      	
              5.

            	
              Effectiveness
      and Term

            


    

    


    
      	
               
      

            	
              5.1

            	
              This
      Agreement is executed on the date first above written and shall take
      effect as of such date. Unless otherwise terminated earlier in accordance
      with the provisions of this Agreement or relevant agreements separately
      executed between the Parties, the term of this Agreement shall be 10
      years. This Agreement can be automatically renewed for an additional 10
      years upon expiration, provided that no objection is made by Party A
      within 20 days prior to each tenth
anniversary.

            


    

    


    
      	
              6.

            	
              Termination

            


    

     

    
      	
               
      

            	
              6.1

            	
              Unless
      renewed in accordance with the relevant terms of this Agreement, this
      Agreement shall be terminated upon the date of expiration
      hereof.

            


    

    


    
      	
               
      

            	
              6.2

            	
              During
      the term of this Agreement, unless Party A commits willful misconduct, or
      a fraudulent act, against Party B, Party B shall not terminate this
      Agreement prior to its expiration date. Nevertheless, Party A shall have
      the right to terminate this Agreement upon giving 30 days' prior written
      notice to Party B at any time.

            


    

    


    
      	
               
      

            	
              6.3

            	
              The
      rights and obligations of the Parties under Articles 3, 7 and 8 shall
      survive the termination of this
Agreement.

            


    

     

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              7.

            	
              Governing
      Law and Resolution of Disputes

            


    

    


    
      	
               
      

            	
              7.1

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

            


    

    


    
      	
               
      

            	
              7.2

            	
              In
      the event of any dispute with respect to the interpretation 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 to resolve the dispute within 30 days after either Party's
      request to the other Parties for resolution of the dispute through
      friendly 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 and perform
      their respective obligations under this
  Agreement.

            


    

     

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              8.

            	
              Indemnification

            


    

    


    Party B
shall indemnify and hold harmless Party A from any losses, injuries, obligations
or expenses caused by any lawsuit, claims or other demands against Party A
arising from or caused by the consultations and services provided by Party A to
Party B pursuant this Agreement, except where such losses, injuries, obligations
or expenses arise from the willful misconduct or fraudulent act of Party A
against Party B.

    


    
      	
              9.

            	Notices


    

     

    
      	
               
      

            	
              9.1

            	
              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:

            


    

    


    
      	
               
      

            	
              9.1.1

            	
              Notices
      given by personal delivery, by courier service or by registered mail,
      postage prepaid, shall be deemed effectively given on the date of delivery
      or refusal at the address specified for
notices.

            


    

    


    
      	
               
      

            	
              9.1.2

            	
              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).

            


    

    


    
      	
               
      

            	
              9.2

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

            


    

     

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              Party A:  

            	
              Fujian
      Across Express Information Technology Co.,
Ltd.

            


    

    
      
      

    

    
      	
               
      

            	
              Address:

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

            


    

    


    
      
      

    

    
      	
               
      

            	
              Party B:

            	
              Fujian Focus Media Co.,
      Ltd.

            


    

    
      
      

    

    
      	
               
      

            	
              Address:

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

            


    

    


    
      	
               
      

            	
              9.3

            	
              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.

            


    

    


    
      	
              10.

            	
              Assignment

            


    

    


    
      	
               
      

            	
              10.1

            	
              Without
      Party A's prior written consent, Party B shall not assign its rights and
      obligations under this Agreement to any third
  party.

            


    

    


    
      	
               
      

            	
              10.2

            	
              Party
      B agrees that Party A may assign its obligations and rights under this
      Agreement to any third party upon a prior written notice to Party B but
      without the consent of Party B.

            


    

    


    
      	
              11.

            	Severability


    

     

    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 aspect.
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.

     

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              12.

            	
              Amendments
      and Supplements

            


    

    


    Any
amendments and supplements to this Agreement shall be in writing. The amendments
agreements and supplements agreements that have been duly signed by the Parties
and that relate to this Agreement shall be an integral part of this Agreement
and shall have the same legal binding force as this Agreement.

    


    
      	
              13.

            	
              Language
      and Counterparts

            


    

    


    This
Agreement is written in both Chinese and English language in four copies, each
Party having two counter copies with equal legal validity; in case there is any
conflict between the Chinese version and the English version, the Chinese version shall
prevail.

     

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    IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to
execute this Exclusive Business Cooperation Agreement as of the date first above
written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Party
      A:

                                  	
                                    Fujian
      Across Express Information Technology Co., Ltd.

                                  	 
      
	 
      	 
      	 
      
	
                                    By:

                                  	 
      	 
      
	
                                    Name:

                                  	
                                    CHENG
      Zheng

                                  	 
      
	
                                    Title:

                                  	
                                    Legal
      Representative

                                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                    Party B:  

                                  	
                                    Fujian
      Fenzhong Media Co., Ltd.

                                  	 
      
	 
      	 
      	 
      
	
                                    By:

                                  	 
      	 
      
	
                                    Name:

                                  	
                                    CHENG
      Zheng

                                  	 
      
	
                                    Title:

                                  	
                                    Legal
      Representative

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
    

     

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