Exclusive Intellectual Property Option Agreement
  
  
   (1)
    
    Party A is a domestic limited liability company incorporated in Beijing under the laws of the
Peoples Republic of China, and owns the intellectual property rights (including but not
limited to copy right, trademark right and domain name) related to its business set out in
appendix one hereof as of the effective date of the AGREEMENT, among which, it is also
specified intellectual property rights ( copy right, trademark right and domain name etc) that
Party A intends to file application for registration or to be granted (collectively TARGET
IP);
 (2)
    
    Party B is a foreign invested company incorporated in Beijing under the laws of the Peoples
Republic of China;
 (3)
    
    Party A and Party B entered into Exclusive Business Cooperation Agreement on April 11 2007,
and then entered into another new Exclusive Business Cooperation Agreement as of
 _____ 
day of
 _____ 

2008;
 (4)
    
    Party B and Shanyou Li , the legal representative of Party A, entered into Loan Agreement,
Exclusive Purchase Agreement and Share Pledge Agreement respectively on April 11 2007, and
then entered into Loan Agreement, the Supplementary Agreement of Exclusive Purchase Agreement
and the
Supplementary Agreement of Share Pledge Agreement on
 _____ 
day of _2008;




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(5)
    
    Party B and Hailong Han, the individual shareholder of Party A entered into Loan Agreement,
Exclusive Purchase Agreement and Share Pledge Agreement respectively on April 11 2007, and
then entered into the Supplementary Agreement of Exclusive Purchase Agreement and the
Supplementary Agreement of Share Pledge Agreement on _____ day of
 _____ 
2008;
 (6)
    
    Party B and Party As shareholder, Beijing Tuohua Management Consultancy Co., Ltd entered
into Share Pledge Agreement and Exclusive Purchase Agreement on
 _____ 
day of
 _____ 
2008;
 (7)
    
    Party A agrees to grant Party B the exclusive purchase right (EPR) of the TARGET IP as
stipulated in item (1) hereof in accordance with the terms and conditions of this AGREEEMENT,
Party B also agrees to accept the aforesaid exclusive license.
  1.
    
    Grant of Exclusive Purchase Right1.1
    
    Grant
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1.2.1
    
    On the condition that the Chinese laws and regulations allow, Party B is
entitled to exercise part or whole exclusive purchase right at any time after the execution
of this AGREEMENT.o
 1.2.2
    
    There are no restrictions on the times of exercising the exclusive purchase right by Party
B, unless Party B has purchased all TARGET IP rights under this AGREEMENT.
 1.2.3
    
    Party B can appoint a third party to exercise the exclusive right on its behalf but shall
serve a written notice to Party A before exercising the exclusive purchase right.1.3
    
    Transfer
  1.4
    
    Notice on Exercising the Exclusive Purchase Right
  1.4.1
    
    The valid Completion Date of TARGET IP rights (COMPLETION DATE) after the exclusive
purchase right is exercised;1.4.2
    
    Name on the registered TARGET IP rights after the exclusive purchase right is issued;1.4.3
    
    Name of the TARGET IP rights purchased from Party A;1.4.4
    
    Payment methods;1.4.5
    
    Power of Attorney (In case a third party exercises the exclusive purchase right on behalf)
  
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2.
    
    Representations and Warranties2.1
    
    Party As representations and warranties are as following:
 2.1.1
    
    Party A is a limited liability company incorporated and duly existing under the laws of the
Peoples Republic of China. As of the execution date of this AGREEMENT, Party A owns all
licenses and qualifications for its current business activities within the territory of
Beijing city, and Party A carries out its business and operations within the approved scope of
its business license.
 2.1.2
    
    The TARAGET IP rights set out in appendix one hereof are Party As all owned intellectual
property rights related to its business as of the execution date of the AGREEMENT, and Party A
does not own any other intellectual property rights related to its business, nor owns any
licensed intellectual property right. Where Party A, after the execution date of this
AGREEMENT, develops, purchases or otherwise obtains any intellectual property right (NEW
IP), Party A shall notify Party B such within 5 working days as of the developing,
purchasing or obtaining date. Appendix one hereof shall be revised and the NEW IP shall be
put into appendix one hereto.
 2.1.3
    
    Party A represents and warranties that Party A enjoys entire and exclusive ownership and
disposal right on the TARGET IP rights listed in appendix one hereto. The TARGET IP rights
are cleared of any mortgage, pledge or liens etc. and do not exist any major defect in law or
in the facts should be disclosed.
 2.1.4
    
    Party A executes this AGREEMENT within its business scope and power. Party A has taken
necessary measures on duly authorization and obtained consent and approval from governmental
departments and any third party, and Party A does not violate any law or contract which is
binding or has effect on it.
 2.1.5
    
    Party As acts for performing the relevant obligations based on this AGREEMENT shall not,
now or in future (i) violate the valid laws or regulations of the Peoples Republic of China;
(ii) violate its articles of association; (iii) result in Party As violation of any agreement
to which Party A is a contracting party or which is binding on TARGET IP rights. This
AGAREEMENT shall be legally binding and enforceable on Party A upon taking effect.
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2.1.6
    
    There is not any unfavorable effects, delays, restrictions or barriers occurring or may
occur on Party As performance under this AGEEMENT, or any pending or threatening litigations,
claims, sues, arbitrations, administrative litigations or other legal proceedings.
 2.1.7
    
    Party As all records, documents and materials submitted to Party B in accordance with this
AGREEMENT are true and complete, and truly reflect the current status of all TARGET IP rights
as of the effective date of this AGREEMENT.
 2.1.8
    
    Party A warranties that the TARGET IP rights listed in appendix one will not bring any debts
and/or contingent debts not covered in this AGREEMENT to Party B.
 2.1.9
    
    Neither Party A nor its senior management has been involved in any litigation, arbitration
or other circumstances may be investigated by law in direct relation to TARGET IP rights.
 2.1.10
    
    As of the effective date of this AGREEMENT, there are not such circumstances that Party A is
insolvent or incapable of repaying the matured unpaid debts, nor exist any implemented
administrative order or court order against Party A. Party A has never submitted any
liquidation application, nor appoints any asset receiver.
 2.1.11
    
    After this AGREEMENT takes effect in accordance with clause 3 hereof, Party B has the right
to exclusively use the TARGET IP rights listed in appendix one.
 2.1.12
    
    As per the matters covered in this AGREEMENT, Party A has obtained the written agreement and
approval of all third parties including without limitation of creditors and the relevant
Chinese governmental departments.
  2.1.14
    
    After effective date of this AGREEMENT, if Party B finds that Party A does not license its
owned intellectual property right related to its business before or
after the effective date of this AGREEMENT, then Party A shall try its every best effort
to license such intellectual property right to Party B in accordance with this AGREEMENT.
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2.2
    
    Party Bs representations and warranties are as following:
 2.2.1
    
    Party B is a limited liability company incorporated and duly existing under the laws of the
Peoples Republic of China.
 2.2.2
    
    Party B executes this AGREEMENT within its business scope and power. Party B has taken
necessary measures on duly authorization and obtained consent and approval from governmental
departments and any third party, and Party A does not violate any law or contract which is
binding or has effect on it.
 2.2.3
    
    This AGAREEMENT shall be legally binding and enforceable on Party B upon taking effect.3.
    
    Effective Date and Term3.1
    
    This AGREEMENT takes into effect upon the execution date (EFFECTIVE DATE).
 3.2
    
    The term for this AGREEMENT is 10 years unless earlier terminated under this AGREEMENT. Upon
the expiry date of this AGREEMENT, it will automatically extend to another 10 years unless
Party B proposes a written termination to Party A.
 4.
    
    Confidentiality
 4.1
    
    Any confidential materials and information (CONFIDENTIAL INFORMATION) that Party B has
access to or understands from acceptance of TARGET IP license shall be kept confidential by
Party B; As of the termination date of this AGREEMENT, Party B shall return all documents and
materials bearing CONFIDENTIAL INFORMATION to Party A as per Party As requirements, or
destroy them or delete any CONFIDENTIAL INFORMATION from any memory device, and Party B shall
not continue to use such CONFIDENTIAL INFORMATION. Unless Party Bs previous
written notice to Party A, Party B shall not disclose, grant or transfer such CONFIDENTIAL
INFORMATION to any third party.
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4.2
    
    The CONFIDENTIAL INFORMATION shall not include those4.2.1
    
    was in the public domain at the time of disclosure;
 4.2.2
    
    becomes part of the public knowledge after the time of disclosure through no fault of either
party;
 4.2.3
    
    can be proved to be obtained prior to the disclosure instead of being obtained from other
parties directly or indirectly;
 4.2.4
    
    Either Party shall have the obligations to disclose to the relevant governmental department
or stock exchange etc., in accordance with the laws, or either party may disclose the above
CONFIDENTIAL INFORMATION to its direct legal counsel or financial counsel due to its normal
business needs.
 4.3
    
    Both parties hereto agree that the Clause 4 of this AGREEMENT remains valid no matter of
change, rescind and termination of this AGREEMETN.
 5.
    
    Termination, Breach and indemnification5.1
    
    Expiry
  5.2
    
    Earlier Termination
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5.3
    
    Breach and Indemnification
   5.4
    
    Terms after Termination
  6.
    
    Force Majeure
 6.1
    
    FORCE MAJEURE EVENTS shall refer to those beyond the reasonable control of either party or
unavoidable even if affecting party has paid reasonable attention, which includes but not
limited to government acts, force of nature, fire, explosion, storm, flooding, earthquake,
tide, lighting or war. However, credit, funds or insufficient financing shall not be deemed
as the event beyond reasonable control of either party. The party affected by the FORCE
MAJEURE EVENTS shall notify the other party such exemption liability in a timely fashion
manner.
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6.2
    
    Where the performance hereof is delayed or blocked by the above FORCE MAJEURE MATTERS, the
party affected thereby shall not bear any liability within the delayed or blocked
scope, however the party affected shall take duly measures to reduce or eliminate the effects
of FORCE MAJEURE and try to restore the performance of the obligations delayed or blocked by
the FORCE MAJEURE. Once the FORMCE MAJUERE EVENTS are eliminated, both parties agree to try
their own best efforts to restore the fulfillment of this AGREEMENT.7.
    
    Notice
    
 8.
    
    Resolution of Disputes
    9




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9.
    
    Governing Law
  10.
    
    Amendments and Supplements
  11.
    
    Severability
 o
 12.
    
    Appendices
      10




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Appendix One
 List of TARGET IP
 Registered Trademark
 RegisteredNo./ApplicationNumber
    
    No.
    
    Category
    
    Name of the Trademark1
    
    
    5903723
    
    
    
    38
    
    
    www.ku6.com
 Trademark to be Registered
 Trademark toNo
    
    be registered
    
    Remarks1
    
    (IMAGE)
    
    Can be registered in category 9,16,35,38,39,41,and 422
    
    (IMAGE)
    
    Can be registered in category 9,16,35,38,39,41,and 423
    
    ku6
    
    Can be registered in category 9,16,35,38,39,41,and 424
    
    (IMAGE) 6
    
    Can be registered in category 9,16, 38,39,41,and 425
    
    (IMAGE)
    
    Can be registered in category 16 and 396
    
    (IMAGE)
    
    Can be registered in category 9,16, 38,39,41,and 427
    
    (IMAGE)
    
    Can be registered in category 9 and 38
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List of TARGET IP
 Copy Right
 No.
    
    Name(1)
    
    video upload programs of client side and free of installation(2)
    
    online video record programs of client side(3)
    
    video format unified conversion program of server side(4)
    
    MD5 video pest control program of sever side(5)
    
    video automatic allocation program of sever side(6)
    
    automatic synchronization/updating program between data bases of
server side(7)
    
    interactive programs for video player and 888 business system(8)
    
    888 business management system(9)
    
    synthetic system of photo sticker / pictures(10)
    
    search system of in site and off site(11)
    
    caching performance technology for hot videos(12)
    
    overall IP accurate page adjustment technology(13)
    
    video download and cache system(14)
    
    P2P sharing playing technology for hot videos(15)
    
    vive supervision technology for video playing quality
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No.
    
    Name(16)
    
    RNS technology(17)
    
    synchronization technology for high speed and cross nets remote data(18)
    
    internet products framework(19)
    
    BDB Cache(20)
    
    PHPCMS2007SP6 (under registration procedure)
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List of TARGET IP
 Domain Name
 No.
    
    Domain Name
    
    Registered Date
    
    Matured Date1.
    
    ku6.org
    
    June 21 2006
    
    June 21 20092.
    
    ku6.cc
    
    June 21 2006
    
    June 21 20093.
    
    kuliu.net
    
    June 21 2006
    
    June 21 20094.
    
    kuliu.cn
    
    May 14 2006
    
    May 14 20095.
    
    ku6.net
    
    March 16 2004
    
    March 16 20106.
    
    ku6.com
    
    January 10 2004
    
    January 10 20097.
    
    ku6.org.cn
    
    June 21 2006
    
    June 21 20098.
    
    kuliu.com.cn
    
    June 21 2006
    
    June 21 20099.
    
    ku6.com.cn
    
    May 14 2006
    
    May 14 200910.
    
    www.phpcms.cn
    
    Under ownership transfer11.
    
    www.phpcms.net.cn
    
    Under ownership transfer
   15