**Equity Transfer Agreement**This Equity Transfer Agreement (“this Agreement”) is entered into by the following parties on[  ] [  ], 2007, in Beijing, People’s Republic of China.Party A: Liang RuanIdentification Number: 360403197312260018Party B: Yuqi ShiIdentification Number:(hereinafter referred to as the “Transferee”)Party C: Jie LiIdentification Number:Party D: Jianmei WanIdentification Number:(hereinafter referred to as the “Transferor”, and together with the Transferee, as the “Parties”)Target Company: Shanghai Saiyu Information Technology Co., Ltd.Registered Address: Suite 206-P, Pucang Road 485, Qingpu District, ShanghaiLegal Representative: Jie LiBusiness Registration Number: 3102292095806
 
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**WHEREAS**1. Shanghai Saiyu Information Technology Co., Ltd. (“Shanghai Saiyu”) is a limited liabilitycompany duly incorporated and existing under the laws of People’s Republic of China. The HenanYinshan’s register capital is RMB10 million, in which Party C holds 70% equity interest, andParty D holds 30% equity interest. As of the date as set forth in this Agreement, the Sellersare joint controlling sharehoders of the Henan Yinshan for their capital contribution 2. Both Party A and Party B are PRC citizens with full capacity of civil conduct, and jointlywish to accept the 100% equity interest of Shanghai Saiyu from the Transferees. 3. The Transferors wish to transfer the 100% equity interest of Shanghai Saiyu to theTransferees, in which, Party C shall transfer 50% equity interest to Party A, and 20% equityinterest to Party B. Party D shall transfer 30% equity interest to Party B. Upon the closingof the transaction, Party A shall own 50% equity interest of Shanghai Saiyu, and Party B shallown 50% equity interest of Shanghai Saiyu.NOW, THEREFORE, the Parties enter into the following agreement through amicable negotiations in thespirit of mutual benefit and good faith, and pursuant to the relevant laws and regulations:**Article 1 Equity Transfer**1. The Transferor hereby agrees to transfer, pursuant to the terms and conditions hereunder,all of its 100% equity interest in Shanghai Saiyu to the Transferee on the Effective Date ofTransfer (defined below) described in Article 3, and the Transferee hereby agrees to acceptsuch transfer pursuant to the terms and conditions hereunder (the “Equity Transfer”). 2. From the Effective Date of Transfer under Article 3 hereof, the Transferee shall becomethe lawful owner of the transferred equity interest pursuant to the terms and conditionshereunder, enjoy and bear all the rights and obligations in connection with the transferredequity interest (including all the rights, interests and obligations relating to itsinvestment); the Transferor shall cease to enjoy any rights, or bear any obligations, inconnection with the transferred equity interest, except as otherwise provided hereunder. 3. From the Effective Date of Transfer, the Transferee shall own the following capitalcontribution and percentage in the registered capital:   Party A: RMB 5,000,000, own 50% equity interest of Shanghai Saiyu registered capital   Party B: RMB 5,000,000, own 50% equity interest of Shanghai Saiyu registered capital
 
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**Article 2 Equity Transfer Price and Method of Payment**1. The Equity Transfer Price for the share shall be RMB 10,000,000 and the paymentschedule shall be as follows: ( 1 ) The initial payment of 40% shall be paid to the designated account ofthe Transferor through bank transfer within five (5) working days from the EffectiveDate of Transfer;  ( 2 ) The second payment of 10% shall be paid to the designated account of theTransferor through bank transfer within five (5) working days after the followingpre-requisite terms as follows: a) Both parties agree that the Transferor shall, within twenty(20) business days after the equity transfer hereunder has been approved by theoriginal approval authority of Shanghai Saiyu and the amended foreign-investedenterprise approval certificate has been issued, complete the formalities foramended industrial and commercial registration at the relevant industrial andcommercial authority.  b) Shanghai Saiyu has undergone no unfavorable changes in itsbusiness, operation, properties, prospects and assets;  c) All the representations, warranties and covenants of theTransferor under Article 4 hereof are true and accurate as of the ExecutionDate hereof and the Effective Date of Equity Transfer, as if suchrepresentations and warranties are made as of the Execution Date and theEffective Date of Equity Transfer (except for such representations andwarranties that are made at a specific date and are required to be true andaccurate only at such date);  d) The Transferor has terminated all employment contracts with theexisting staff of Shanghai Saiyu and has completed all necessary procedures,and shall be hold liable for any expenses (including without limitationreimbursement, penalties, social security expenses, and etc.) ( 3 ) The third payment shall be paid within five (5) business days after theTransferor has entered into formal agreements with China Mobile Communications GroupCorporation in connection with all services (including IVR, SMS, MMS, and WAP)provided by Shanghai Saiyu, and . The amount ofsuch payment shall be determined in the following manner:
 
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 ( 4 ) The fourth payment of 30% shall be paid to the designated account of theTransferor through bank transfer in the event that: a) Shanghai Saiyu has provided services online for one (1) year;  b) Perform in strict compliance with the relevant rules andregulations in connection with the Monternet services of China MobileCommunications Group Corporation and the Ministry of Information Industry;  c) Satisfy the assessment standards of new business operation;  d) Successfully renews all formal agreements in connection withservices including IVR, SMS, MMS, and WAP with China Mobile CommunicationsGroup Corporation.The fourth payment shall be paid upon the effective signing date of the abovevarious service agreements (in the event that different effective signing date invarious service agreement, the last effective signing date shall be the effectivepayment date). In the event of Shanghai Saiyu unable to successfully renewagreements with mobile operators due to any unpredictable and inevitable significantchanges of the relevant policies of government authorities and mobile operators, thefourth payments shall still be paid to the Transferor. ( 5 ) Either the Transferors or the Transferees shall promptly, but in noevent later than the third business day after they have learned that any of theabove Preconditions has been satisfied, notify the other party of such satisfactionand provide written evidence thereof (such as photocopies of relevant approvals orfiled documents).  ( 6 ) All the Preconditions listed in Article (3) shall be satisfied as awhole within six (6) months upon execution hereof. In the event that any of thePreconditions set forth above has failed to be satisfied in the specified in thespecified time limit, both Parties agree to engage in further negotiations on thisissue to resolve this matter.  ( 7 ) According to all the services (including IVR, SMS, MMS, WAP) inconnection with the formal agreement entered by the Company and the mobile operatorsas set forth under Article 3 (a), in the event that the Information Fee of eachbusiness line is lower than the Information Fee as set forth under the Appendix 1 ofthis Agreement, the Transferee shall have the right to lower the total considerationof this Agreement and renegotiate with the Transferor, or the Transferee shall havethe right to terminate this Agreement without any priorconsent from the Transferee. This Agreement shall promptly terminate after theTransferee issue a written termination agreement to the Transferor, and theTransferor shall promptly pay back the Transferee considerations in one paymentreceived from the Transferee.
 
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 ( 8 ) The designated bank account details of the Transferor are as follows:    Name of Bank: Construction Bank of China Beijing Branch Haidian Sub-branch    Account Number: 4367420011190071124    Name of Account: Jianmei Wan**Article 3 Balance Sheet Date**1. Upon the Effective Date of Transfer of this Agreement, both Parties shall negotiate the detaildate of the Balance Sheet Date. Upon Balance Sheet Date, both Parties shall enter into the formalfinancial hand over procedures.**Article 4**1. The Transferor shall, within twenty (20) business days after the equity transfer hereunderhas been approved by the original approval authority of Shanghai Saiyu and the amendedforeign-invested enterprise approval certificate has been issued, complete the formalities foramended industrial and commercial registration at the relevant industrial and commercialauthority, and the Transferee shall assist the Transferor in completing such formalities. Theamendment of industrial and commercial registration shall include the following: a) Completion of registration amendment in connection with the equity transfer, theregistered shareholder shall be changed from the Transferor to the Transferee;  b) Completion of the amendment to registration of the directors and legalrepresentative, appointing Shi Yuqi as the director and legal representative;  c) Completion of the amendment to registration of the General Manager of the company,appointing Shi Yuqi as the General Manager;  d) Completion of the amendment to registration of the chairman of supervisor,appointing Liu Juanmei as the chairman of supervisor;  e) Completion of registration of the amended articles of association.2. The Transferor shall promptly notify the Transferee upon receipt of the notice aboutcompletion of the formalities issued by the industrial and commercial administration, and the Transfereeshall get all the documents for the completed amended industrial and commercial registrationwithin three (3) business days after receipt of the notice from the Transferor. The amendedindustrial and commercial registration in this Article shall be finally completed after theTransferee has received all the documents.3. The materials required by the industrial and commercial administration provided by theTransferor shall be authentic and valid, and satisfy the requirements of the industrial andcommercial administration.
 
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**Article 5 Representations, Warranties and Covenants of the Transferor** 1. Shanghai Saiyu is a wholly foreign owned limited liability company duly establishedand effectively existing under the PRC laws;  2. The Transferor has all the necessary rights, powers and capacities to execute andperform all the duties and obligations hereunder, and this Agreement shall constitute itslegal, valid and binding obligations after execution hereof.  3. The Transferor has the legal and actual ownership to the equity interest to betransferred hereunder, has the capacity for rights and actions in connection with theequity transfer, and has obtained all the necessary approvals other than the approvalfrom the original approval authority of Shanghai Saiyu regarding the equity transferhereunder.  4. The execution and performance of this Agreement by the Transferor do not contraveneany law, articles of association, contract, agreement or other legal documents binding onthe Transferor.  5. There exists no pledge, preferential right or third party’s rights and interests inany form, or any encumbrance.  6. The transferor agreed to give up the preemptive right arising from the equitytransfer under this Agreement.  7. The information contained in the due diligence and other materials of ShanghaiSaiyu delivered to the Transferee by the Transferor are complete, true and accurate.  8. The transferors warrant that Shanghai Saiyu is duly qualified to operate its mainbusiness within its existing business scope and owns a valid Multi-Area Value-AddedTelecom Business Operation License which has been duly acquired and is valid; theTransferors will not unilaterally take any action that would impair Shanghai Saiyu’sexisting business eligibility or any part thereof.  9. As of the Execution Date, Shanghai Saiyu does not have any outstanding shareholdersresolutions and documents other than the shareholder resolutions and documents that havebeen disclosed by the Transferors to the Transferees. Shanghai Saiyu does not have anyvalid resolutions or document of the board/ acting board since established.
 
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 10. As of the Execution Date, Shanghai Saiyu does not have any other liabilities(“Undisclosed Liabilities”). If any Undisclosed Liabilities exist, the Transferors shallbe fully liable for repayment of such liabilities. In the event of any loss to theTransferees or Shanghai Magma resulting from the Undisclosed Liabilities, the Transferorsshall indemnify the loss in full amount. As of the Execution Date, Shanghai Saiyu has notviolated any material aspect of laws relating to taxes, employees, insurance andproperty; has never suffered any administrative penalties or penalties imposed by mobileoperators, and will not be subject to such penalties in the future due as a result of anyaction to date; and there does not exist any actual or threatened lawsuit.  11. As of the Execution Date, Shanghai Saiyu does not have any outstanding contract,agreement or binding document other than the contracts, agreements and documents thathave been disclosed by the Transferors to the Transferees.  12. Business Code, fee standards, and other information provided by the Transferors tothe Transferees is true and correct in all material aspects.  13. The Transferors warrant that they explicitly understand that the purpose of theTransferees for executing this Agreement is to carry out Java and WAP businessnationwide. The Transferors warrant that they will perform this Agreement in good faithand in all aspects to cause such purpose to be achieved. The Transferors warrant that,prior to handover of the company, they will promptly notify the Transferees of any eventcoming to their attention that might affect the contract purpose (including withoutlimitation to changes in policies of operators and any event occurred in the process ofpreparation and filing, which is unpredictable at the time of execution hereof, etc.),and consult with the Transferees in good faith to work out countermeasures.  14. Except the prior written consent of the Transferees has been acquired, theTransferors warrant that, as from the Execution Date till the Equity Transfer ClosingDate: 1) Shanghai Saiyu will remain in normal operation, and will send anotice to the Transferees to seek approval therefrom two (2) days prior todisbursement of any expenditure at or higher than RMB10, 000;  2) No significant change (including without limitation the assignment orcreation of any encumbrance or third parties’ rights) as to financial condition,status or prospect and the value and structure of assets or liabilities ofShanghai Saiyu will take place;  3) Shanghai Saiyu will not change its equity structure and articles ofassociation;  4) Shanghai Saiyu shall use its best efforts to ensure that operation ofShanghai Magma be free from any negative influence. 15. All statements, representations and warranties made by the Transferors hereunderare true and correct.
 
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**Article 6 Representations, Warranties and Covenants of the Transferee**1. The Transferee is a legal person duly established and effectively existing under the PRClaws; 2. The Transferee has the full rights to carry out the activities in connection with the equitytransfer hereunder, and has obtained all the approval and/or authorization necessary for theexecution and performance of this Agreement. 3. The execution and performance of this Agreement by the Transferee do not contravene any law,articles of association, contract, agreement or other legal documents binding on theTransferee. 4. This Agreement and the equity transfer have been approved by the relevant Ministry ofInformation Industry and the Industrial and Commercial authority; 5. The Transferee shall perform its obligations of paying the Equity Transfer Price to theTransferor in strict compliance with the provisions hereof; 6. Upon the completion of industrial and commercial registration in connection with the equitytransfer hereunder, the Transferee shall replace any content (such as pictures, songs, andetc.) applied by the Transferors for use of business, and shall duly resolve the copyrights ofthe replaced content thereafter. 7. The Transferees shall be responsible for filing the registration of the industrial andcommercial authority, the annual inspection of the industrial and commercial authority,ministry of information industry, and the relevant work in connection with the annualinspection of the Multi-Area Value-Added Telecom Business Operation License, and shall be holdliable for all relevant expenses in connection with the filing above. The Transferors shallprovide assistance. 8. The Transferees agree that all revenue as of February 2007 received from the WAP servicesprovided to Shanghai district is own by the Transferor. The Transferee shall transfer therelevant actual revenue as per received from the mobile operators to the Transferor, and shalldeduct the relevant tax of the Company and personal income tax of the Transferor beforepayment.
 
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**ARTICLE 7: Confidentiality**Without the written approval of the other Parties, neither Party shall disclose the relevantcontent of this Agreement to any third parties other than the Parties hereto (not including theaffiliates of the Parties and the professionals engaged by the Parties) prior to the Closing Datehereunder, except as explicitly required under the relevant PRC laws and regulations, relevantarticles of association, or other applicable PRC laws and regulations.**Article 8 Expenses**The Transferors and the Transferees shall each be responsible for their respective taxes incurredin the equity transfer hereunder according to law.**Article 9 Issues not Mentioned**All the Parties agree to engage in further negotiations on issues not mentioned herein, and enterinto supplemental agreement in writing, after the execution of this Agreement. The supplementalagreement shall constitute an integral part of this Agreement.**Article 10 Liabilities for Breach** 1. A Party hereto shall constitute a breach of this Agreement if such Party: (1) fails to perform any obligations hereunder;  (2) Violates any representations, warranties and covenants hereunder;  (3) Makes any false or misleading representations and warranties hereunder (either ingood faith or bad faith). 2. In the event of any breach of this Agreement as set forth above, the Party that isnot hold liable shall have the right to request the Party hold liable to resolve thebreach within thirty (30) days. In the event that the Party hold liable cannot resolvethe breach within the time limit, the Party that is not hold liable shall have the rightto terminate this Agreement, and the other Party shall indemnify any loss incur by theParty that is not hold liable.
 
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**Article 11 Dispute Resolution**Any dispute arising from or in connection with this Agreement shall be resolved by the Partiesthrough amicable consultation. If the Parties cannot resolve the dispute through amicableconsultation within sixty (60) days after the occurrence thereof, such dispute shall be submittedfor arbitration at the China International Economic and Trade Arbitration Commission according toits then effective arbitration rules. The arbitration award shall be final and binding upon theParties. The location of arbitration shall be in Beijing.**Article 12 Governing Laws**The formation, validity, interpretation, performance and dispute resolution of this Agreementshall be governed by the PRC laws.**Article 13 Contractual Rights**Neither Party shall assign its rights hereunder without the prior written consent of the otherParty. This Agreement shall be binding and inure to the benefit of the successors and approvedassignees of the Parties hereto.**Article 14 Force Majeure** 1. For the purpose of this Agreement, “force majeure” event refers to any event beyondthe reasonable control of the Parties that can not be predicted (or can be predicted butcannot be avoided) by the Parties hereto, which event has caused failure of any Partyhereto to perform any or all terms and conditions of this Agreement, including withoutlimitation natural disasters such as earthquake, typhoon, flood, fire and other naturaldisasters, war, riot, strike or any other similar incidents. The Parties hereto acknowledge and agree,the non-performance by either Party of this Agreement due to force majeure event shallnot constitute a breach in subsection 1 of Article 11 hereof, and the Party affectedshall not be liable for any compensation or indemnity thereto.  2. The Party affected by the force majeure event shall immediately notify the otherParty of the occurrence of force majeure event via the most rapid means of communicationavailable, and provide the other Party with documents specifying the details of the eventand the reason for the non-performance, partial non-performance for delay of performanceof this Agreement, and the Parties shall negotiate whether to postpone the performance ofthis Agreement or terminate this Agreement.
 
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**Article 15 Entire Agreement**This Agreement constitutes the entire representations and agreement between the Parties andsupersede any oral or written representations, warranties, understandings and agreements concerningthe subject matter hereof between the Parties prior to the execution hereof. The Partiesacknowledge and agree, any representations or warranties not explicitly included herein shall notconstitute the basis of this Agreement, nor constitute the basis for the determination of therights and obligations of the Parties and the construction of the terms and conditions hereof.**Article 16 Notice**Any notice hereunder shall be in written form, in Chinese language, and delivered viaregistered mail, fax or other electronic means of communication. A notice shall be deemed to beduly given when it is delivered to the registered address of the receiving Party. If the notice issent by registered mail, it shall be deemed to have been duly given on the date shown on thereceipt thereof. If the notice is transmitted by facsimile, it shall be deemed to have been dulygiven on the date of receipt of the transmission confirmed by receipt of a transmittalconfirmation.Transferees: Liang RuanAddress: 15/F, Tower B, Gateway Plaza, No.18 Xia Guang Li, North Road, East Third Ring ChaoyangDistrict, Beijing, 100027 P.R.ChinaZip Code:Tel.: 010 - 8455-5566Fax:Attention:Transferors: Jianmei WanAddress: 206-P, Fucang Road 485, QingFu District, ShanghaiZip Code:Tel.: 13910711990Fax:Attention:
 
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**Article 17 Language**This Agreement shall be written in Chinese language in six (6) originals, with each Partyholding one (1) original thereof, the remaining shall be filed for approval and the industrial andcommercial registration, each of which shall have equal legal validity.**Article 18 Supplemental Agreement or Exhibits**The supplements or revisions to this Agreement agreed upon and duly executed by the Partiesshall be attached as the Exhibits hereto, constituting an integral part hereof.
 
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**SIGNATURE PAGE**In Witness Whereof, the Parties have executed this Agreement on the date first shown above.Party A: Ruan LiangParty B: Shi YuqiParty C: Li JieParty D: Wan Jianmei
 
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