Unassociated Document


    Equity
Interest Pledge Agreement

    [Original Chinese language text omitted]

    
 

    Form
of

    Equity
Interest Pledge Agreement

    


    This
Equity Interest Pledge Agreement (this "Agreement") has been executed by and
among the following parties on April 17, 2009 in Fuzhou, the People’s Republic
of China (the “China” or the “PRC”):

    


    
      
      

    

    
      	
              Party A:

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

            


    

    
      
      

    

    
      	
              Address:

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

            


    

    


    
      
      

    

    
      	
              Party B:

            	
              [________] (hereinafter
      "Pledgor")

            


    

    
      
      

    

    
      
        	
                ID No.:

              	
                [________]

              


      

    

    


    
      
      

    

    
      	
              Party C:

            	
              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

            


    

    


    In this
Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a
"Party" respectively, and they shall be collectively referred to as the
"Parties".

     

    Whereas:

     

    
      	
              1.

            	
              Party
      A, Party B, Party C and BIAN Chunlan, another Shareholders of Party C
      (together with Party B, the“Shareholders of Fujian Fenzhong”), entered
      into two agreements on November 2, 2003 and December 1, 2003 respectively
      (collectively the “2003 Two Agreements”); The Parties and WU Xiujuan, a
      Chinese natural person, entered into two agreements on January 2, 2008 and
      July 10, 2008 respectively (collectively the “2008 Two Agreements”,
      together with 2003 Two Agreements, the “Four Agreements”); as provided in
      the Four Agreements, 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 Four Agreements
      in the form of supplementary
agreements.

            


    

     

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    Equity
Interest Pledge Agreement


    


    
      	
              2.

            	
              Pledgor
      is a citizen of China, and holds 80/20% of the equity interest in Party
      C.  Party C is a limited liability company registered in Fuzhou,
      China, engaging in the advertising media business. Party C acknowledges
      the respective rights and obligations of Pledgor and Pledgee under this
      Agreement, and intends to provide any necessary assistance in registering
      the Pledge.

            


    

    


    
      	
              3.

            	
              Pledgee
      is a wholly foreign-owned enterprise registered in China. Pledgee and
      Party C partially owned by Pledgor have executed an Exclusive Business
      Cooperation Agreement on the date of this Agreement in Fuzhou as the
      supplementary agreement to the foregoing Four
  Agreements.

            


    

    


    
      	
              4.

            	
              To
      ensure that Party C fully performs its obligations under the Exclusive
      Business Cooperation Agreement (including all ancillary agreements, if
      any) and pay the consulting and service fees thereunder to the Pledgee
      when the same becomes due,  and to ensure Pledgor fully perform
      his/her obligations under the Loan Agreement, the Pledgor hereby pledges
      to the Pledgee all of the equity interest he holds in Party C as security
      for due performance of the obligations and full payment of the consulting
      and service fees by Party C under the Business Cooperation
      Agreement.

            


    

    


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    Equity
Interest Pledge Agreement

    


    To
perform the provisions of the Business Cooperation Agreement and the Loan
Agreement, the Parties have mutually agreed to execute this Agreement upon the
following terms.

     

    Additionally,
the Parties, being the signing parties to the foregoing Four Agreements, agree
that this Agreement and another Equity Interest Pledge Agreement executed on the
same date by and among Pledgee, Party C and [________], another shareholder of
Party C, collectively constitute the supplementary agreement to the foregoing
Four Agreements.

    


    
      	
               
      

            	
              1.

            	Definitions


    

    
       

      Unless
otherwise provided herein, the terms below shall have the following
meanings:

    

    


    
      
        	
              	
                1.1

              	
                Pledge:
      shall refer to the security interest granted by Pledgor to Pledgee
      pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be
      compensated on a preferential basis with the conversion, auction or sales
      price of the Equity Interest.

              


      

    

    


    
      
        	
              	
                1.2

              	
                Equity
      Interest: shall refer to all of the equity interest lawfully now held and
      hereafter acquired by Pledgor in Party
C.

              


      

    

    


    
      
        	
              	
                1.3

              	
                Term
      of Pledge: shall refer to the term set forth in Section 3.2 of this
      Agreement.

              


      

    

    


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    Equity
Interest Pledge Agreement

    


    
      
        	
              	
                1.4

              	
                Business
      Cooperation Agreement: shall refer to the Exclusive Business Cooperation
      Agreement executed by and between Party C and Pledgee on the date of this
      Agreement (refer to Appendix 3 for more details) and all the ancillary
      agreements currently entered into or to be entered into hereafter by Party
      C and the Pledgee according to the Business Cooperation Agreement (the
      “Ancillary Agreements”, refer to Appendix 5 for more details, if
      any).

              


      

    

    


    
      
        	
              	
                1.5

              	
                Loan
      Agreement: shall refer to the Loan Agreement executed by and between
      Pledgee and Party B on the date of this Agreement (refer to Appendix 4 for
      more details).

              


      

    

    


    
      
        	
              	
                1.6

              	
                Event
      of Default: shall refer to any of the circumstances set forth in Article 7
      of this Agreement.

              


      

    

    


    
      
        	
              	
                1.7

              	
                Notice
      of Default: shall refer to the notice issued by Pledgee in accordance with
      this Agreement declaring an Event of
Default.

              


      

    

    


    
      	
               
      

            	
              2.

            	
              
                The
      Pledge

              

            


    

    


    As
collateral security for the timely and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of any or all of the
payments due by Party C, including without limitation the consulting and
services fees payable to the Pledgee under the Business Cooperation Agreement,
and to ensure Pledgor fully perform his/her obligations under the Loan
Agreement, Pledgor hereby pledges to Pledgee a security interest in all of
Pledgor's right, title and interest, whether now owned or hereafter acquired by
Pledgor, in the Equity Interest of Party C in priority over all other
encumbrance.

    


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    Equity
Interest Pledge Agreement

    


    
      	
               
      

            	
              3.

            	
              Term
      of Pledge

            


    

    


    
      
        	
              	
                3.1

              	
                The
      Pledge shall become effective on such date when the pledge of the Equity
      Interest contemplated herein has been registered with relevant
      administration for industry and commerce (the “AIC”). The Pledge shall be
      continuously valid until all obligations due under the Business
      Cooperation Agreement have been fulfilled by Party C or until all
      obligations due under the Loan Agreement have been fulfilled by Pledgor
      (the later of fulfillment of the obligations).  Pledgor and
      Party C shall (1) register the Pledge in the shareholders' register of
      Party C within 3 business days following the execution of this Agreement,
      and (2) submit an application to the AIC for the registration of the
      Pledge of the Equity Interest contemplated herein within 10 business days
      following the execution of this Agreement (the “Registration of Pledge”).
      The parties covenant that for the purpose of registration of the Pledge,
      the parties hereto and all other shareholders of Party C shall submit to
      the AIC this Agreement or an equity interest pledge contract in the form
      required by the AIC at the location of Party C which shall truly reflect
      the information of the Pledge hereunder (the “AIC Pledge Contract”). 
      For matters not specified in the AIC Pledge Contract, the parties shall be
      bound by the provisions of this Agreement. Pledgor and Party C shall
      submit all necessary documents and complete all necessary procedures, as
      required by the PRC laws and regulations and the relevant AIC, to ensure
      that the Pledge of the Equity Interest shall be registered with the AIC as
      soon as possible after
filing.

              


      

    

    


    
      
        	
              	
                3.2

              	
                During
      the Term of Pledge, in the event Party C fails to pay the exclusive
      consulting or service fees in accordance with the Business Cooperation
      Agreement, or in the event Pledgor fails to perform his/her obligations
      under the Loan Agreement, Pledgee shall have the right, but not the
      obligation, to dispose of the Pledge in accordance with the provisions of
      this Agreement.

              


      

    

    


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    Equity
Interest Pledge Agreement

    


    
      	
               
      

            	
              4.

            	
              Custody
      of Records for Equity Interest subject to
Pledge

            


    

    


    
      
        	
              	
                4.1

              	
                During
      the Term of Pledge set forth in this Agreement, the Pledgor shall deliver
      to the Pledgee's custody the capital contribution certificate (refer to
      Appendix 2) for the Equity Interest and the shareholders' register
      containing the Pledge (refer to Appendix 1) within one week from the
      execution of this Agreement, and shall deliver to the Pledgee’s custody
      the evidence of the Registration of Pledge (refer to Appendix 6, as
      applicable, the “Registration Evidence”) within one week from the
      completion of the Registration of Pledge. The Pledgee shall have custody
      of such items during the entire Term of Pledge set forth in this
      Agreement.

              


      

    

    


    
      
        	
              	
                4.2

              	
                Pledgee
      shall have the right to collect dividends generated by the Equity Interest
      during the Term of Pledge.

              


      

    

    


    
      	
               
      

            	
              5.

            	
              Representations
      and Warranties of Pledgor

            


    

    


    
      
        	
              	
                5.1

              	
                Pledgor
      is the sole legal and beneficial owner of the Equity
    Interest.

              


      

    

    


    
      
        	
              	
                5.2

              	
                Pledgee
      shall have the right to dispose of and transfer the Equity Interest in
      accordance with the provisions set forth in this
  Agreement.

              


      

    

    


    
      
        	
              	
                5.3

              	
                Except
      for the Pledge, Pledgor has not placed any security interest or other
      encumbrance on the Equity
Interest.

              


      

    

    


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    Equity
Interest Pledge Agreement

    
 

    
      	
               
      

            	
              6.

            	
              Covenants
      and Further Agreements of Pledgor

            


    

    


    
      
        	
              	
                6.1

              	
                Pledgor
      hereby covenants to the Pledgee, that during the term of this Agreement,
      Pledgor shall:

              


      

    

    


    
      
        	
              	
                6.1.1

              	
                not
      transfer the Equity Interest, place or permit the existence of any
      security interest or other encumbrance on the Equity Interest, without the
      prior written consent of Pledgee, except for the performance of the
      Exclusive Option Agreement executed by Pledgor, the Pledgee and
      Party C on the date of this
Agreement;

              


      

    

    


    
      
        	
              	
                6.1.2

              	
                comply
      with the provisions of all laws and regulations applicable to the pledge
      of rights and, within 5 days of receipt of any notice, order or
      recommendation issued or prepared by relevant competent authorities
      regarding the Pledge, shall present the aforementioned notice, order or
      recommendation to Pledgee, and shall comply with the aforementioned
      notice, order or recommendation or submit objections and representations
      with respect to the aforementioned matters upon Pledgee's reasonable
      request or upon consent of
Pledgee;

              


      

    

    


    
      
        	
              	
                6.1.3

              	
                promptly
      notify Pledgee of any event or notice received by Pledgor that may have an
      impact on Pledgee's rights to the Equity Interest or any portion thereof,
      as well as any event or notice received by Pledgor that may have an impact
      on any guarantees and other obligations of Pledgor arising out of this
      Agreement.

              


      

    

    


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    Equity
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                6.2

              	
                Pledgor
      agrees that the rights acquired by Pledgee in accordance with this
      Agreement with respect to the Pledge shall not be affected by Pledgor or
      any heirs or representatives of Pledgor or any other persons through any
      legal proceedings.

              


      

    

    


    
      
        	
              	
                6.3

              	
                To
      protect or perfect the security interest granted by this Agreement for
      payment of the consulting and service fees under the Business Cooperation
      Agreement and for fulfillment of obligations of Pledgor under the Loan
      Agreement, Pledgor hereby undertakes to execute in good faith and to cause
      other parties who have an interest in the Pledge to execute all
      certificates, agreements, deeds and/or covenants required by
      Pledgee.  Pledgor also undertakes to perform and to cause other
      parties who have an interest in the Pledge to perform actions required by
      Pledgee, to facilitate the exercise by Pledgee of its rights and authority
      granted thereto by this Agreement, and to enter into all relevant
      documents regarding ownership of Equity Interest with Pledgee or
      designee(s) of Pledgee (natural persons/legal persons).  Pledgor
      undertakes to provide Pledgee within a reasonable time with all notices,
      orders and decisions regarding the Pledge that are required by
      Pledgee.

              


      

    

    


    
      
        	
              	
                6.4

              	
                Pledgor
      hereby undertakes to comply with and perform all guarantees, promises,
      agreements, representations and conditions under this Agreement. In the
      event of failure or partial performance of its guarantees, promises,
      agreements, representations and conditions, Pledgor shall indemnify
      Pledgee for all losses resulting
therefrom.

              


      

    

    


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    Equity
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              7.

            	
              Event
      of Breach

            


    

    


    
      
        	
              	
                7.1

              	
                The
      following circumstances shall be deemed Event of
  Default:

              


      

    

    


    
      	
               
      

            	
              7.1.1

            	
              Party
      C fails to fully and timely fulfill any liabilities under the Business
      Cooperation Agreement, including without limitation, failure to pay in
      full any of the consulting and service fees payable under the Business
      Cooperation Agreement or breaches of any other obligations of Party C
      thereunder;

            


    

    


    
      	
               
      

            	
              7.1.2

            	
              Pledgor
      fails to fully and timely fulfill any obligations under the Loan
      Agreement;

            


    

    


    
      	
               
      

            	
              7.1.3

            	
              Pledgor
      or Party C has committed a material breach of any provisions of this
      Agreement;

            


    

    


    
      	
               
      

            	
              7.1.4

            	
              The
      Pledgor and Party C fail to register the Pledge in the shareholders'
      register of Party C or fail to complete the Registration of Pledge
      stipulated in Section 3.1;

            


    

    


    
      	
               
      

            	
              7.1.5

            	
              Except
      as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to
      transfer or abandons the Equity Interest pledged or assigns the Equity
      Interest pledged without the written consent of Pledgee;
    and

            


    

    


    
      	
               
      

            	
              7.1.6

            	
              The
      successor or custodian of Party C is capable of only partially perform or
      refuses to perform the payment obligations under the Business Cooperation
      Agreement or obligations under the Loan
  Agreement;

            


    

    


    
      	
               
      

            	
              7.1.7

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

            


    

    
 

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              7.1.8

            	
              Pledgor
      ceases (for any reason) to be an employee of Party C or any of its
      affiliated entities, or ceases to be a shareholder of Party
    C;

            


    

    


    
      	
               
      

            	
              7.1.9

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

            


    

    


    
      	
               
      

            	
              7.1.10

            	
              Any
      third party files a claim against Pledgor that exceeds
      RMB1,000,000.

            


    

    


    
      
        	
              	
                7.2

              	
                Upon
      notice or discovery of the occurrence of any circumstances or event that
      may lead to the aforementioned circumstances described in Section 7.1,
      Pledgor shall immediately notify Pledgee in writing
      accordingly.

              


      

    

    


    
      
        	
              	
                7.3

              	
                Unless
      an Event of Default set forth in this Section 7.1 has been successfully
      remedied to Pledgee's satisfaction within twenty (20) days after the
      Pledgee delivers a notice to the Pledgor requesting remedy of such Event
      of Default, Pledgee may issue a Notice of Default to Pledgor in writing at
      any time thereafter, demanding the Pledgor to immediately dispose of the
      Pledge in accordance with the provisions of Article 8 of this
      Agreement.

              


      

    

    


    
      	
               
      

            	
              8.

            	
              
                Exercise
      of Pledge

              

            


    

    


    
      
        	
              	
                8.1

              	
                Prior
      to the full payment of the consulting and service fees described in the
      Business Cooperation Agreement or prior to fulfill the obligations under
      the Loan Agreement, without the Pledgee's written consent, Pledgor shall
      not assign the Pledge or the Equity Interest in Party C to any third
      party.

              


      

    

    


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                8.2

              	
                Pledgee
      may issue a Notice of Default to Pledgor when exercising the
      Pledge.

              


      

    

    


    
      
        	
              	
                8.3

              	
                Subject
      to the provisions of Section 7.3, Pledgee may exercise the right to
      enforce the Pledge at any time after the issuance of the Notice of Default
      in accordance with Section 8.2. Once Pledgee elects to enforce the Pledge,
      Pledgor shall cease to be entitled to any rights or interests associated
      with the Equity Interest.

              


      

    

    


    
      
        	
              	
                8.4

              	
                In
      the event of a default, Pledgee is entitled to dispose of the Equity
      Interest pledged in accordance with applicable PRC laws. To the extent
      permitted under PRC laws, Pledgee has no obligation to pay Pledgor the
      proceeds arising from disposition of the Equity Interest, and Pledgor
      hereby waives any rights it may have to demand any such payment from
      Pledgee. Likewise, in such circumstances Pledgor shall have no obligation
      to Pledgee for any deficiency remaining after such disposition of the
      Equity Interest pledged.

              


      

    

    


    
      
        	
              	
                8.5

              	
                When
      Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor
      and Party C shall provide necessary assistance to enable Pledgee to
      enforce the Pledge in accordance with this
  Agreement.

              


      

    

    


    
      	
               
      

            	
              9.

            	
              Assignment

            


    

    


    
      
        	
              	
                9.1

              	
                Without
      Pledgee's prior written consent, Pledgor shall not have the right to
      assign or delegate its rights and obligations under this
      Agreement.

              


      

    

    


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                9.2

              	
                This
      Agreement shall be binding on Pledgor and its successors and permitted
      assigns, and shall be valid with respect to Pledgee and each of its
      successors and assigns.

              


      

    

    


    
      
        	
              	
                9.3

              	
                At
      any time, Pledgee may assign any and all of its rights and obligations
      under the Business Cooperation Agreement or the Loan Agreementto its
      designee(s) (natural/legal persons), in which case the assignees shall
      have the rights and obligations of Pledgee under this Agreement, as if it
      were the original party to this Agreement. When the Pledgee assigns the
      rights and obligations under the Business Cooperation Agreement or the
      Loan Agreement, upon Pledgee's request, Pledgor shall execute relevant
      agreements or other documents relating to such
  assignment.

              


      

    

    


    
      
        	
              	
                9.4

              	
                In
      the event of a change in Pledgee due to an assignment, Pledgor shall, at
      the request of Pledgee, execute a new pledge agreement with the new
      pledgee on the same terms and conditions as this Agreement, and register
      the same with the relevant
AIC.

              


      

    

    


    
      
        	
              	
                9.5

              	
                Pledgor
      shall strictly abide by the provisions of this Agreement and other
      contracts jointly or separately executed by the Parties hereto or any of
      them, including without limitations, the Exclusive Option Agreement and
      the Power of Attorney granted to Pledgee, perform the obligations
      hereunder and thereunder, and refrain from any action/omission that may
      affect the effectiveness and enforceability thereof. Any remaining rights
      of Pledgor with respect to the Equity Interest pledged hereunder shall not
      be exercised by Pledgor except in accordance with the written instructions
      of Pledgee.

              


      

    

    


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              10.

            	Termination


    

     

    Upon the
full payment of the consulting and service fees under the Business Cooperation
Agreement and upon termination of Party C's obligations under the Business
Cooperation Agreement, or upon the fulfilled the obligations under the Loan
Agreement (the later of fulfillment of the obligations), this Agreement shall be
terminated, and Pledgee shall then cancel or terminate this Agreement as soon as
reasonably practicable; Pledgee, Pledgor and Party Cshall submit application and
submit all necessary documents to the competent AIC, and complete all necessary
procedures as required by the PRC laws and regulations and the relevant AIC, for
the cancellation registration of the Pledge of the Equity Interest.

     

    
      
        	
                11.

              	
                Handling
      Fees and Other Expenses

              


      

    

     

    All fees
and out of pocket expenses relating to this Agreement, including but not limited
to registration costs, legal costs, costs of production, stamp tax and any other
taxes and fees, shall be borne by Party C.

    


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Interest Pledge Agreement

    


    
      	
              12.

            	Confidentiality


    

     

    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 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 similar to
those set forth in this Section. Disclosure of any confidential information by
the staff members or agencies 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.

    


    
      	
              13.

            	
              Governing
      Law and Resolution of Disputes

            


    

    


    
      	
            	
              13.1

            	
              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.

            


    

    


    
      	
            	
              13.2

            	
              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.

            


    

    


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    Equity
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              13.3

            	
              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.

            


    

    


    
      	
              14.

            	Notices


    

    
       

    

    
      	
            	
              14.1

            	
              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 E-mail. The dates
      on which notices shall be deemed to have been effectively given shall be
      determined as follows:

            


    

    


    
      
        	
              	
                14.1.1

              	
                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.

              


      

    

    


    
      	
               
      

            	
              14.1.2

            	
              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).

            


    

    


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    Equity
Interest Pledge Agreement

    
 

    
      	
            	
              14.2

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

            


    

    


    
      
      

    

    
      	
            	
              Party A: 

            	
              Fujian
      Across Express Information Technology Co.,
Ltd.

            


    

    
      
      

    

    
      
        	
              	
                Address:

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

              


      

    

    


    
      
        
        

      

    

    
      
        	
              	
                Party B:

              	
                [________]

              


      

    

    
      
        
        

      

    

    
      
        	
              	
                Address:

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

              


      

    

    


    
      
      

    

    
      	
            	
              Party C: 

            	
              Fujian
      Fenzhong Co., Ltd.

            


    

    
      
      

    

    
      
        	
              	
                Address:

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

              


      

    

    
         

    

    
      	
            	
              14.3

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

            


    

    


    
      	
              15.

            	Severability


    

     

    In the
event that one or several of the provisions of this Contract 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 Contract 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.

    


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    Equity
Interest Pledge Agreement

    


    
      	
              16.

            	Attachments


    

     

    The
attachments set forth herein shall constitute an integral part of this
Agreement.

    


    
      	
              17.

            	Effectiveness


    

     

    
      
        	
              	
                17.1

              	
                Any
      amendments, changes and supplements to this Agreement shall be in writing
      and shall become effective upon completion of the governmental filing
      procedures (if applicable) after the affixation of the signatures or seals
      of the Parties.

              


      

    

    


    
      
        	
              	
                17.2

              	
                This
      Agreement is written in Chinese and English in five counter copies. The
      Pledgor, the Pledgee and Party C shall hold one counter copy respectively,
      and the other copies shall be used for registration.  Each
      counter copy of this Agreement shall have equal validity.  In
      case there is any conflict between the Chinese version and the English
      version, the Chinese version shall
prevail.

              


      

    

    


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    Equity
Interest Pledge Agreement

    


    IN
WITNESS WHEREOF, the Parties have executed, or caused their authorized
representatives to execute this Equity Interest Pledge 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:  

                                      	
                                        [________]

                                      	 
      
	 
      	 
      	 
      
	
                                        By:

                                      	 
      	 
      
	 
      	 
      	 
      
	
                                        Party C:

                                      	
                                        Fujian
      Fenzhong Media Co., Ltd.

                                      	 
      
	 
      	 
      	 
      
	
                                        By:

                                      	 
      	 
      
	
                                        Name:

                                      	
                                        CHENG
      Zheng

                                      	 
      
	
                                        Title:

                                      	
                                        Legal
      Representative

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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    Equity
Interest Pledge Agreement

    


    Appendices:

    


    
      	
              1.

            	
              Shareholders'
      register of Party C;

            


    

    


    
      	
              2.

            	
              The
      Capital Contribution Certificate for Party
C;

            


    

    


    
      	
              3.

            	
              Exclusive
      Business Cooperation Agreement;

            


    

    


    
      	
              4.

            	
              Loan
      Agreement

            


    

    


    
      	
              5.

            	
              Ancillary
      Agreements to Exclusive Business Cooperation Agreement (as
      applicable);

            


    

    


    
      	
              6.

            	
              Evidence
      of Registration of Pledge (as
applicable).

            


    

    


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