**NOW THEREFORE**, in accordance with the relevant PRC laws and regulations, through friendlyconsultations, and based on a principle of mutual benefits, the parties hereof agree as follows:**ARTICLE I DEFINITION**1.1 In this Agreement, unless otherwise defined above or below, the following terms shall havethe following meanings:“**Share**” means the equity interest which an investor holds by contributing to the registered capitalof the company or purchasing or otherwise lawfully acquiring the capital contribution of theoriginal investor of the company. The percentage of the equity shares held by a shareholder in theCompany shall be equal to his or her proportionate contribution to the registered capital of thecompany;“**Redemption**” means, after the Transferor transfers the 1% equity interest of the Company inaccordance with this Agreement, Transferor and/or its designee redeems the aforesaid equityinterests transferred to Transferee in accordance with this Agreement, upon the approval of therelevant approval authorities and subject to PRC laws;“**PRC Laws**” means all the laws, regulations and decisions made and promulgated by any PRClegislature, and all the administrative regulations, rules and measures and other binding officialdocuments;“**Approval**” means any approval, consent, license, and permit obtained from and/or issued by any PRCadministrative authority in accordance with the PRC Law, including but not limited to the approvalof the administration for commerce regarding the establishment of foreign invested enterprises(“FIE”) and any changes thereof;“**Registration**” means any application in accordance with PRC Law for legal registration withrelevant PRC authorities, including but not limited to the registration with a relevantadministration for industry and commerce for the establishment and change of the FIEs;“**PRC**” means the People’s Republic of China;“**US Dollar**” or “**US$**” or “**USD**” means the legal currency of the United States;“**Renminbi**” or “**RMB**” means the legal currency of the People’s Republic of China;“**Party**” means any party of this Agreement and “**Parties**” mean the Transferor and the Transfereecollectively.1.2 Unless otherwise defined, references to articles, clauses, and Appendix are to the articles,clauses of and appendix to, this Agreement. 1.3 Headings are for ease of reference only and shall not affect the interpretation of thisAgreement.
 
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**ARTICLE II SHARE TRANSFER**2.1 Transferor hereof agrees to transfer 1% equity interest of the Company and the relevantrights and benefits attached to the Shares to the Transferee in accordance with the terms andconditions hereof, and the Transferee agrees to accept such Shares. After the completion ofthe Share transfer, the Transferor will hold 50% equity interests of the Company and QianCheng Si Jin will hold 1% equity interest of the Company.**ARTICLE III TRANSFER PRICE AND REGISTERED CAPITAL**3.1 The Parties hereof agree that the Transferee shall pay nothing to the Transferor for the 1%equity interest transferred to the Transferee. After the completion of the transfer, theregistered capital of the company will remain the same.**ARTICLE IV COMPLETION AND PAYMENT**4.1 The Parties hereof agree that, upon the date when all the conditions as provided hereunderare fulfilled, the Transferee will hold the 1% equity interest originally owned by theTransferor, after which the Transferor holds 50% equity interests, and the Transferee holds49% equity interests of the Company, and the Parties shall enjoy the respective rights andbear respective responsibilities in accordance with their proportionate equity interest ratio: (a) Approval regarding this Agreement having been issued by the relevant approvalauthority;  (b) relevant industry and commerce administration registration procedures regarding theShare transfer as provided hereof having been completed.**ARTICLE V REDEMPTION OBLIGATION UPON COMPLETION**5.1 The Parties hereof agree that, after the Transferee obtains the 1% equity interest of theCompany from the Transferor in accordance with this Agreement, subject to PRC Law and upon theApproval of the relevant authority, Transferor and/or its designee shall, at any time withinthe effective term of this Agreement, redeem the 1% equity interest from the Transferee in alump sum or in installments in accordance with this Agreement and other agreements enteredinto by the Parties, in the event that Transferor is satisfied with the terms and conditionsof the transaction. Transferee warrants to agree to transfer the Share to the Transferorand/or its designee. 5.2 Upon the redemption described above by the Transferor and/or its designee, the Transferorand/or its designee shall issue a written notice for the Redemption. Upon the issuance of thenotice, Transferee shall transfer the Shares as set out in the notice to the Transferor and/orits designee in accordance with this Agreement, the notice and other agreements entered intoby the Parties.
 
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5.3 The Transferee shall, within 60 days of the issuance of the written Redemption notice of theTransferor and/or its designee, assist the Transferor and/or its designee to complete allnecessary Approval and Registration procedures for the Redemption of Shares that are held bythe Transferee.**ARTICLE VI Representations and Warranties**6.1 The Transferor hereof undertakes and warrants that: 6.1.1 it is a company duly organized and validly existing under the laws of the BritishVirgin Islands;  6.1.2 at the time of the execution of this Agreement, it owns 51% equity interests ofthe Company, and it has the full right, power and authorization to execute and performthis Agreement;  6.1.3 at the time of the execution of this Agreement, the equity interests it owns inthe Company are free from any mortgage, pledge, or any other security interests orencumbrance in other forms, or any undertakings of similar third party interests;  6.1.4 after its authorized representative executes this Agreement, the provisions hereofshall constitute the legal, effective and enforceable obligations upon the Transferor;  6.1.5 neither the execution of this Agreement, nor the performance of the obligationsunder this Agreement, conflicts or violates any laws and regulations or any governmentalor administrative approval, or any agreement entered into between Transferor and anythird party;  6.1.6 to its knowledge, no litigation, arbitration, or governmental, administrative orother investigation, or governmental investigation is pending or is threatened to beinitiated, which is related to the matters hereof, or would have an adverse effect uponthe execution or the performance of this Agreement; and  6.1.7 it has disclosed all the documents related to the transaction stipulated hereofwhich are owned and controlled by the Transferor, and the documents it provided do notcontain any false statements and representations or omissions as to the material matters.6.2 The Transferee hereof undertakes and warrants that: 6.2.1 it is a company duly organized and validly existing under the PRC laws;  6.2.2 it has full right, power and authorization to execute and perform this Agreement,and it has all the right, authorization, and approvals to fully perform each of itsobligations under this Agreement;
 
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 6.2.3 after its authorized representative executes this Agreement, the provisions hereofshall constitute the legal, effective and enforceable obligations upon the Transferee;  6.2.4 neither the execution of this Agreement, nor the performance of the obligationsunder this Agreement, conflicts or violates any laws and regulations or any governmentalor administrative approval, or any agreement entered into between Transferee and anythird party;  6.2.5 to its knowledge, no litigation, arbitration, or governmental, administrative orother investigation, or governmental investigation is pending or is threatened to beinitiated, which is related to the matters hereof, or would have an adverse effect uponthe execution or the performance of this Agreement; and  6.2.6 it has disclosed all the documents related to the transaction stipulated hereofwhich are owned and controlled by the Transferee, and the documents it provided do notcontain any false statements and representations or omissions as to the material matters.**ARTICLE VII Liabilities for Breach of Contract**7.1 Occurrence of any of the following circumstances constitutes a breach to this Agreement: (a) breaching of any provisions hereof;  (b) violation of any statements, warranties or undertakings made in this Agreement,or the making of any false or inaccurate representations, warranties or undertakingshereof; and  (c) transfer any rights and obligations under this Agreement without the otherParty’s prior written consent.7.2 In the event that any Party commits any default or breach of the provisions in Article 7.1,the other Party has the right to request the breaching Party for the compensation for anylosses and damages caused by such breach.**ARTICLE VIII CONFIDENTIALITY**8.1 Each Party shall be obligated to keep confidential all the commercial information in any formwhatsoever obtained from the other Party in connection with the execution and performance ofthis Agreement, including any content of this Agreement and other cooperation matters proposedby the Parties. Either Party may disclose the aforesaid information to its employee, agent,distributor, supplier, and advisor (including its accountant, attorneys and otherprofessionals) as necessary to perform its obligations under this Agreement.
 
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8.2 This clause does not apply to the disclosure of the following commercial information: (a) that which is available and accessible to the public at the time of disclosure;  (b) that which is available and accessible to the public after disclosure for anyreason other than the receiving party’s fault;  (c) that which the receiving party can prove was in the possession of the receivingparty prior to the disclosure of such information, and not obtained directly orindirectly from the other party; or  (d) that which is obligated to be disclosed to relevant government authorities, orstock exchange market in accordance with the laws, or disclosed to its immediateattorneys or financial advisors as needed in the ordinary course of business.8.3 The Parties shall cause its director, officer, and other employee and the director, officerand other employee of its subsidiary (if any) to comply with the obligations under thisconfidentiality clause, and shall request certain key employees to execute confidentialityagreements.**ARTICLE IX Force Majeure Even**t9.1 The Force Majeure Event refers to events uncontrollable or unforeseeable by either Partyhereof, or foreseeable but unpreventable by either Party, and which occurs after the date ofexecution of this Agreement causing either Party to be unable to completely or partiallyfulfill any stipulation hereof. The Force Majeure Event includes but is not limited tostrike, riot, explosion, fire, earthquake, and other acts of God, war, civil disturbance,vandalism, expropriation, confiscation, governmental acts, any change in law, or failure toobtain the approval from the government authority for any reason other than the fault ofeither Party, and other major or sudden event. 9.2 In the event of a Force Majeure Event, the party affected by such event shall immediatelynotify the other party, and shall provide a detailed written report within fifteen (15) daysof the occurrence of the event. The party affected by the event shall take all appropriatemeasures to eliminate or minimize the effect of the Force Majeure Event and minimize the lossto the over party arising thereof. Parties shall, in accordance with the effects of the eventupon the performance of this Agreement, determine whether to terminate this Agreement, orpostpone the performance of this Agreement, or waive in part or whole the obligations of theparty affected under this Agreement.**ARTICLE X Effectiveness**10.1 This Agreement shall become effective after the respective authorized representative executesthis Agreement and/or affixes the company seals on this Agreement and upon the approval ofrelevant competent authorities.
 
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**ARTICLE XI Termination**11.1 This Agreement shall terminate upon the occurrence of any of the following circumstances: (a) in the event that the Parties reach an agreement in writing;  (b) in the event that either Party (“Defaulting Party”) violate any provisionhereunder, and upon the receipt of a default notice from the other Party(“Non-Defaulting Party”), the violation has not been cured within the time stipulatedby the notice;  (c) in the event of any false or inaccurate statement and representation by eitherParty;  (d) in the event that this Agreement becomes void and null, or unenforceable, or isannounced to be void and null, or enforceable, or is required to be amended by anygovernment authority and such amendment is not acceptable to either Party;  (e) in the event that the occurrence or effect of a Force Majeure Event stipulatedin Article 9.1 adversely affects the ability of either Party to perform this Agreement,and the Parties fail to find a reasonable solution to solve the matter within thirty(30) days of the occurrence of the Force Majeure Event.11.2 In the event of an occurrence stipulated in Article 11.1(a) or (d), any Party has the rightto terminate this Agreement with a written notice to the other Party; in the event of theoccurrence stipulated in Article 11.1(b) or (c), then only the Non-Defaulting Party has theright to terminate this Agreement with a written notice to the other Party; and in the eventof the occurrence of the foresaid Article 11.1(e), then only the Transferor has the right toterminate this Agreement with a written notice to the other Party. 11.3 The termination notice becomes effective fifteen (15) days after the notice is served to thereceiving party as stipulated in Article 13. 11.4 In the event of the termination of this Agreement for a reason as set out in this Article 11,then: (a) either Party shall return any shares or share transfer price obtained from theother Party as a result of the performance of this Agreement;  (b) the Party at fault shall compensate the other Party for any losses caused dueto its fault, and in the event that both Parties are at fault, each Party shallcompensate the other Party to the extent of its respective fault liability.11.5 The right to terminate this Agreement under this Article 11 shall not adversely affect anyother rights or remedies available under this Agreement to the party requesting thetermination.
 
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**ARTICLE XII Governing Law and Dispute Resolution**12.1 The execution, effectiveness, interpretation, performance and enforceability of thisAgreement, and dispute resolution in connection with this Agreement shall be governed by PRCLaw. 12.2 Any disputes arising from the interpretation or performance of this Agreement shall beresolved through friendly consultations between the Parties hereof. If such dispute has notbeen settled within sixty (60) days after commencement of friendly consultation, or within alonger period of time as agreed to by the Parties, either Party may submit the dispute to theChina International Economic and Trade Arbitration Commission (“**CIETAC**”) in Beijing forarbitration in accordance with then effective arbitration rules of CIETAC. The arbitrationoutcome shall be final and binding upon both Parties hereto. During the course of any disputeor arbitration of any dispute, both Parties hereto shall continue to perform the duties andobligations under this Agreement not subject to the dispute.**ARTICLE XIII Notice**13.1 Any notice hereunder shall be delivered by hand or via facsimile or registered airmail to thefollowing addresses and numbers, unless a Party has notified the other Party of its changedaddresses and numbers. Notices sent by registered airmail shall be deemed as beingeffectively served on the fifth day after the dispatch date. Notices delivered by hand orsent via facsimile shall be deemed as being effectively served on the next day after thedelivery or transmission. If transmitted by facsimile, the original copy of the notices shallbe sent by registered airmail or delivered by hand to the other Party immediately after thetransmission.       **Transferor:**  **51net.com, Inc.**  Address:  Suite 2602, The Center, 99 Queen’s Road Central, Hong Kong  Attention:  Rick Yan  Phone Number:  +852-29077880  Facsimile:  +852-29077881       **Transferee:**  **Wuhan Mei Hao Qian Cheng Advertising Company Limited**  Address:  Room 4202 World Trade Building, 344 Jie Fang Avenue, Jianghan District, Wuhan  Attention:  YU Haijun  Postal Code:  430022  Phone Number:  +86-027-85510128  Facsimile:  +86-027-85448260
 
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**ARTICLE XIV Miscellaneous**14.1 This Agreement may not be changed, modified or amended without the written agreements betweenthe Parties signed by the authorized representatives, after which the amendment shall becomean integral part of this Agreement and shall have the same legal effect upon the approval fromthe original approval authority. 14.2 Any tolerance or allowance granted by one Party to the other Party for any breach caused bythe other Party, or any postponement in the exercise of a right or power enjoyed hereunder byone Party for the breach caused by the other Party, shall not be deemed as a waiver of suchParty’s rights and power and shall not prejudice, affect or otherwise restrict other rightsand power enjoyable by such Party in accordance with this Agreement and relevant PRC laws andregulations. Any separate or partial exercise of any rights, power or remedies enjoyed by oneParty hereunder shall not prejudice such Party’s further exercise of such right, power orremedy, and shall not prejudice such Party’s exercise of other rights, powers or remedies. 14.3 The invalidity, nullity and unenforceability of any provision hereof shall not affect orprejudice the validity, effectiveness and enforceability of other provisions hereof. However,the Parties hereto shall cease the performance of such invalid, null and unenforceableprovision and shall avoid the effects of such invalidity, nullity, and unenforceability tothis Agreement to the maximum extent, as in accordance with the purposes of this Agreement. 14.4 This Agreement shall be transcribed in Chinese, written in five (5) counterparts, each Partyshall hold one counterpart and the remaining copies shall be submitted to the approvalauthorities.IN WITNESS WHEREOF, the Parties or their respective authorized representative executes and signsthis Agreement as of the day and year first above written.     **Transferor: 51net.com, Inc.**     Authorized representative:                                         Signature: /s/ Rick Yan            **Transferee: Wuhan Mei Hao Qian Cheng Advertising Company Limited**     Authorized representative: [Company seal of Wuhan Mei Hao Qian Cheng Advertising Company Limited]Signature: /s/ YU Haijun       
 
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**Appendix I Consent Letter**   To: 51net.com Inc.