1. **Services Provided by Party A** 1.1 Party B hereby appoints Party A as Party B’s exclusive services provider toprovide Party B with complete technical support, business support and related consultingservices during the term of this Agreement, in accordance with the terms and conditionsof this Agreement, which may include all necessary services within the scope of thePrincipal Business as may be determined from time to time by Party A, such as but notlimited to technical services, business consultations, equipment or property usage,marketing consultancy, system integration, product research and development, and systemmaintenance. 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 termof this Agreement, Party B shall not directly or indirectly accept the same or anysimilar consultations and/or services provided by any third party and shall notestablish similar corporation relationship with any third party regarding the matterscontemplated by this Agreement. Party A may appoint other parties, who may enter intocertain agreements described in Section 1.3 with Party B, to provide Party B with theconsultations and/or services under this Agreement.  1.3 Service Providing Methodology 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 orconsulting service agreements with Party A or any other party designated by PartyA, which shall provide the specific contents, manner, personnel, and fees for thespecific technical services and consulting services. 1.3.2 To fulfill this Agreement, Party A and Party B agree that during theterm of this Agreement, where necessary, Party B may enter into other agreementswith Party A or any other party designated by Party A based on the needs of thebusiness of Party B. 1.3.3 Party B hereby grants to Party A an irrevocable and exclusive optionto purchase from Party B, at Party A’s sole discretion, any or all of the assetsof Party B, to the extent permitted under the PRC laws, at the lowest purchaseprice permitted by the PRC laws. In this case, the Parties shall enter into aseparate assets transfer agreement, specifying the terms and conditions of thetransfer of the assets.
 
2

 
2. **The Calculation and Payment of the Service Fees**Both Parties agree that, in consideration of the services provided by Party A, Party Bshall pay Party A fees (the “Service Fees”) equal to 100% of the net income of Party B.The Service Fees shall be due and payable on a monthly basis; upon the prior writtenconsent by the board of directors of Party A, the rate of Service Fees may be adjustedpursuant to the operational needs of Party B. Within 30 days after the end of each month,Party B shall (a) deliver to Party A the management accounts and operating statistics ofParty B for such month, including the net income of Party B during such month (the “MonthlyNet Income”), and (b) pay 100% of such Monthly Net Income to Party A (each such payment, a“Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party Bshall (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 approvedby Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the netincome of Party B for such fiscal year, as shown in such audited financial statements, ascompared to the aggregate amount of the Monthly Payments paid by Party B to Party A in suchfiscal year.3. **Intellectual Property Rights and Confidentiality Clauses** 3.1 Party A shall have exclusive and proprietary rights and interests in all rights,ownership, interests and intellectual properties arising out of or created during theperformance of this Agreement, including but not limited to copyrights, patents, patentapplications, software, technical secrets, trade secrets and others. Party B shallexecute all appropriate documents, take all appropriate actions, submit all filingsand/or applications, render all appropriate assistance and otherwise conduct whatever isnecessary as deemed by Party A in its sole discretion for the purposes of vesting anyownership, right or interest of any such intellectual property rights in Party A, and/orperfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement andany oral or written information exchanged between the Parties in connection with thepreparation and performance this Agreement are regarded as confidential information.Each Party shall maintain confidentiality of all such confidential information, andwithout obtaining the written consent of the other Party, it shall not disclose anyrelevant 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’sunauthorized disclosure); (b) is under the obligation to be disclosed pursuant to theapplicable laws or regulations, rules of any stock exchange, or orders of the court orother government authorities; or (c) is required to be disclosed by any Party to itsshareholders, investors, legal counsels or financial advisors regarding the transactioncontemplated hereunder, provided that such shareholders, investors, legal counsels orfinancial advisors shall be bound by theconfidentiality obligations similar to those set forth in this Section. Disclosureof any confidential information by the staff members or agencies hired by any Partyshall be deemed disclosure of such confidential information by such Party, whichParty shall be held liable for breach of this Agreement. This Section shall survivethe termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission ortermination of, this Agreement.
 
3

 
4. **Representations and Warranties** 4.1 Party A hereby represents and warrants as follows: 4.1.1 Party A is a wholly owned foreign enterprise legally registered andvalidly existing in accordance with the laws of China. 4.1.2 Party A has taken all necessary corporate actions, obtained allnecessary authorization and the consent and approval from third parties andgovernment agencies (if any) for the execution and performance of this Agreement.Party A’s execution and performance of this Agreement do not violate any explicitrequirements under any law or regulation binding on Party A. 4.1.3 This Agreement constitutes Party A’s legal, valid and bindingobligations, enforceable in accordance with its terms. 4.2 Party B hereby represents and warrants as follows: 4.2.1 Party B is a company legally registered and validly existing inaccordance with the laws of China and has obtained the relevant permit and licensefor engaging in the Principal Business in a timely manner; 4.2.2 Party B has taken all necessary corporate actions, obtained allnecessary authorization and the consent and approval from third parties andgovernment agencies (if any) for the execution and performance of this Agreement.Party B’s execution and performance of this Agreement do not violate any explicitrequirements under any law or regulation binding on Party A. 4.2.3 This Agreement constitutes Party B’s legal, valid and bindingobligations, and shall be enforceable against it.
 
4

 
5. **Effectiveness and Term** 5.1 This Agreement is executed on the date first above written and shall take effectas of such date. Unless earlier terminated in accordance with the provisions of thisAgreement or relevant agreements separately executed between the Parties, the term ofthis Agreement shall be 10 years. After the execution of this Agreement, both Partiesshall review this Agreement every 3 months to determine whether to amend or supplementthe provisions in this Agreement based on the actual circumstances at that time. 5.2 The term of this Agreement may be extended if confirmed in writing by Party Aprior to the expiration thereof. The extended term shall be determined by Party A, andParty B shall accept such extended term unconditionally.6. **Termination** 6.1 Unless renewed in accordance with the relevant terms of this Agreement, thisAgreement shall be terminated upon the date of expiration hereof. 6.2 During the term of this Agreement, unless Party A commits gross negligence, or afraudulent act, against Party B, Party B shall not terminate this Agreement prior to itsexpiration date. Nevertheless, Party A shall have the right to terminate this Agreementupon 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 survivethe termination of this Agreement.7. **Governing Law and Resolution of Disputes** 7.1 The execution, effectiveness, construction, performance, amendment andtermination of this Agreement and the resolution of disputes hereunder shall be governedby the laws of China.
 
5

 
 7.2 In the event of any dispute with respect to the construction and performance ofthis Agreement, the Parties shall first resolve the dispute through friendlynegotiations. In the event the Parties fail to reach anagreement on the dispute within 30 days after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submitthe relevant dispute to the China International Economic and Trade ArbitrationCommission for arbitration, in accordance with its Arbitration Rules. Thearbitration shall be conducted in Beijing, and the language used in arbitrationshall be Chinese. The arbitration award shall be final and binding on all Parties. 7.3 Upon the occurrence of any disputes arising from the construction and performanceof this Agreement or during the pending arbitration of any dispute, except for thematters under dispute, the Parties to this Agreement shall continue to exercise theirrespective rights under this Agreement and perform their respective obligations underthis Agreement.8. **Indemnification**Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations orexpenses caused by any lawsuit, claims or other demands against Party A arising from orcaused by the consultations and services provided by Party A to Party B pursuant thisAgreement, except where such losses, injuries, obligations or expenses arise from the grossnegligence or willful misconduct of Party A.9. **Notices** 9.1 All notices and other communications required or permitted to be given pursuantto this Agreement shall be delivered personally or sent by registered mail, postageprepaid, by a commercial courier service or by facsimile transmission to the address ofsuch Party set forth below. A confirmation copy of each notice shall also be sent byemail. The dates on which notices shall be deemed to have been effectively given shallbe determined as follows: 9.1.1 Notices given by personal delivery, by courier service or byregistered mail, postage prepaid, shall be deemed effectively given on the date ofdelivery or refusal at the address specified for notices. 9.1.2 Notices given by facsimile transmission shall be deemed effectivelygiven on the date of successful transmission (as evidenced by an automaticallygenerated confirmation of transmission).
 
6

 
 9.2 For the purpose of notices, the addresses of the Parties are as follows:       **Party A:** **Ku6 (Beijing) Technology Co., Ltd.**       Address: Room A402, Great Wall Computer Tower, No. Jia 38, Xueyuan Road, HaidianDistrict, Beijing       Attn: Shanyou Li  Phone: 010-62361818   Facsimile: 010- 62368882        Party B: **Ku6 (Beijing) Information Technology Co., Ltd.**       Address: Room A401, Great Wall Computer Tower, No. Jia 38, Xueyuan Road,Haidian District, Beijing       Attn: Shanyou Li  Phone: 010-62682933   Facsimile: 010-62682916  9.3 Any Party may at any time change its address for notices by a notice delivered tothe 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 andobligations under this Agreement to any third party. 10.2 Party B agrees that Party A may assign its obligations and rights under thisAgreement to any third party upon a prior written notice to Party B but without theconsent 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, thevalidity, legality or enforceability of the remaining provisions of this Agreement shall notbe affected or compromised in any aspect. The Parties shall strive in good faith to replacesuch invalid, illegal or unenforceable provisions with effective provisions that accomplishto the greatest extent permitted by law and the intentions of the Parties, and the economiceffect of such effective provisions shall be as close as possible to the economic effect ofthose invalid, illegal or unenforceable provisions.
 
7

 
12. **Entire Agreement**Except for the amendments, supplements or changes in writing executed after the execution ofthis Agreement, this Agreement, together with all the exhibits hereto and thereto, shallconstitute and contain the entire agreement and understanding of the parties with respect tothe subject matter hereof and supersedes any and all prior negotiations, correspondence,agreements, understandings, duties or obligations between the parties respecting the subjectmatter hereof. Without limiting the generality of the foregoing, this Agreement supersedes,in its entirety, the Original Exclusive Business Cooperation Agreement relating to thematters set forth herein, which shall be null and void and have no force or effect whatsoeveras of the date of this Agreement.13. **Amendments and Supplements**Any amendments and supplements to this Agreement shall be in writing. The amendmentagreements and supplementary agreements that have been signed by the Parties and that relateto this Agreement shall be an integral part of this Agreement and shall have the same legalvalidity as this Agreement.14. **Language and Counterparts**This Agreement is written in both Chinese and English language in two copies, each Partyhaving one copy with equal legal validity; in case there is any conflict between theChinese version and the English version, the Chinese version shall prevail.
 
8

 
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute thisExclusive Business Cooperation Agreement as of the date first above written.     **Party A: Ku6 (Beijing) Technology Co., Ltd.**       By:       Name: Shanyou Li    Title: Legal Representative       **Party C: Ku6 (Beijing) Information Technology Co., Ltd.**       By:       Name: Shanyou Li    Title: Legal Representative