FMO

      Finance
for Development

       

      Exhibit
10.44

      


      
        
          
            
              
                
                  
                    
                      	
                              Netherlands
      Development

                            
	
                              Finance
      Company

                            
	 
	
                              Anna
      Van Saksenlaan 71

                            
	
                              2593HW
      The Hague

                            
	
                              The
      Netherlands

                            
	
                              Telephone
      +31 (0)70 314 96 96

                            
	
                              Website
      www.fmo.nl

                            
	 
	
                              Direct
      +31(0)70 314 9878

                            
	
                              Fax
      +31(0)70 314 9762

                            
	
                              E-Mail
      ftw@fmo.nl

                            


                    

                  

                

              

            

          

        

      

       

      By
DHL

      Pypo
Holdings (HK) Company Limited

      Attn:  Mr.
Jackie Leong

      48th Floor,
Bank of China Tower

      1 Garden
Road

      Central

      Hong
Kong

      Tel:  +13
91 113 9083

       

      Subject:  
Consent, Waiver and Amendment Letter no. 2

       

      Dear Mr.
Leong,

       

      Reference
is made to:

       

      
        	
                 
      

              	
                1.

              	
                the
      Term Facility Agreement (the “Facility Agreement”), dated 30 January 2009
      between Pypo Holdings (HK) Company Limited (the “Borrower”) and
      Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
      (“FMO”); and to

              


      

       

      
        	
                 
      

              	
                2.

              	
                the
      Borrower’s letter to FMO dated 30 July 2009 by which the Borrower informed
      FMO of a merger (the “Merger”) between Middle Kingdom Alliance Ltd., a
      company organized and existing under the laws of the Cayman Islands
      (“Middle Kingdom Alliance”) and the Borrower’s holding company Pypo
      Digital Company Limited by which Pypo Digital Company Limited will merge
      with, and into, Middle Kingdom Alliance by way of accession, all under the
      laws of the Cayman Islands.

              


      

       

      Unless
expressly defined herein, all capitalized terms herein shall have the meanings
ascribed to them in the Facility Agreement.

       

      The
purpose of this letter (the “Consent Letter”) is to provide certain consents and
waivers under, and to agree to certain amendments of the Facility Agreement and
the Equity Pledge Agreement, all as set forth here below.

       

      Consents
and Waivers

       

      Subject
to the conditions set forth here below, and in response to the Borrower’s
request thereto, FMO hereby:

       

      Commercial
Register        

      The Hague
nr 270 78 545

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      

        FMO

        Finance
for Development

         

      

      
        	
                 
      

              	
                (i)

              	
                gives
      its consent to the Merger (as required by Sub-clauses 17.17 (Legal and beneficial
      ownership), 21.3 (Acquisitions) and 21.7
      (Merger) of the
      Facility Agreement (hereinafter jointly, the “Relevant Clauses”));
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                temporarily
      waives and defers, during the period starting retroactively on 31 March
      2009 and ending on 1 April 2010, the obligation of the Borrower to comply
      with the following financial covenants as contained Clause 19 (Financial Covenants) of
      the Facility Agreement:

              


      

       

      
        	
                 
      

              	
                -

              	
                Sub-clause
      19.1.1, 3rd bullet point, reading:  “Solvency Ratio >
      65%”;

              


      

       

      
        	
                 
      

              	
                -

              	
                Sub-clause
      19.1.1, 4th bullet point, reading:  “Adjusted Net Income c 20 million
      Euros for the financial year of
2009”;

              


      

       

      
        	
                 
      

              	
                -

              	
                Sub-clause
      19.1.2, 2nd bullet point, reading:  “Solvency Ratio c
      60%”;

              


      

       

      
        	
                 
      

              	
                -

              	
                Sub-clause
      19.1.2, 3rd bullet point, reading:  “Current Ratio c
      2”;

              


      

       

      
        	
                 
      

              	
                -

              	
                Sub-clause
      19.1.2, 4th bullet point, reading:  “Net Margin c 5%”;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                gives
      its consent to a release of the Pledge under the Equity Pledge Agreement,
      in the manner as described under the heading “Amendment of the Equity
      Pledge Agreement” here below.

              


      

       

      The above
consents and waivers are given subject to the following conditions which must be
satisfied before 1 April 2010:

       

      
        	
                 
      

              	
                (i)

              	
                the
      Merger shall have been completed before 1 October 2009 and shall be deemed
      a Qualified IPO as per the Term Facility Agreement entered into between
      the Borrower and FMO;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                FMO
      shall have received a legal opinion from the Borrower’s Cayman Islands
      external counsel confirming that the Merger has been completed in
      accordance with Cayman Islands law;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Middle
      Kingdom Alliance and FMO shall have entered into a Corporate Guarantee
      Agreement on terms and conditions similar to the terms and conditions of
      Corporate Guarantee Agreement between Pypo Digital Company Limited and FMO
      dated 30 January 2009; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Middle
      Kingdom Alliance shall have confirmed to FMO in writing that on the IPO
      Premium Date, it shall pay to FMO the Additional IPO Premium (as defined
      here below).

              


      

       

      Amendments
to the Facility Agreement

       

      Subject
to the satisfaction of the conditions set forth under the heading “Consents and
Waivers” here above, the parties hereto agree to the following amendments of the
Facility Agreement.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      FMO

      Finance
for Development

       

      Amendment to Sub-clause 1.1
(Definitions)

       

      The
following definitions are hereby inserted in alphabetical order:

       

      “Additional
IPO Premium” means such number of bonus shares (credited as fully paid-up and
free from any encumbrance) in the share capital of Middle Kingdom Alliance after
the Merger to be issued at a price per share equal to the opening price per
share as will be quoted on the day of commencement of the trading of its shares
on the NASDAQ with a total value in Dollars equal to EUR 1.5 million on such day
of commencement of trading.

       

      “Additional
IPO Premium Date” means the same date as the IPO Premium Date.

       

      The
definition of “Repayment Date” is hereby amended to read as
follows:

       

      “Repayment
Date” means 15 August 2014, being the date on which the Loans shall be repaid in
accordance with Sub-clause 6.1 (Repayment of Loans); but if
any of that date is not a Business Day, then that Repayment date shall be deemed
to be the immediately succeeding Business Day.”

       

      Amendment to Sub-clause
8.3.1 (Schedule
of interest and additional interest payments where a Qualified IPO occurs prior
to the Termination Date)

       

      A new
Paragraph (e) is hereby added, immediately following Paragraph (d) of Clause
8.3.1 reading as follows:

       

      
        	
                 
      

              	
                (d)

              	
                the
      Borrower shall procure that FMO receives, on the IPO Premium Date, the
      Additional IPO Premium.

              


      

       

      Amendment to Sub-clause
8.3.2 (Schedule
of interest and additional interest payments where a Qualified IPO occurs prior
to the Termination Date)

       

      A new
Paragraph (d) is hereby added, immediately following Paragraph (c) of Clause
8.3.1 reading as follows:

       

      
        	
                 
      

              	
                (d)

              	
                the
      Borrower shall procure that FMO receives, on the IPO Premium Date, the
      Additional IPO Premium.

              


      

       

      Amendment to Schedule 19.1.1
(Financial
Covenants),
3rd bullet
point

       

      The
Solvency Ratio is hereby amended to read as follows:

       

      
        	
                 
      

              	
                ·

              	
                Solvency
      Ratio > 40%.

              


      

       

      Amendment
of the Equity Pledge Agreement

       

      FMO’s
consent to a release of the Pledge under the Equity Pledge Agreement as
described here below shall be subject to the condition that the Borrower has
been in compliance with each of the financial covenants under Clause 19 (Financial Covenants) of the
Facility Agreement during the period from 1 April 2010 until 1 October
2010.

       

      Subject
to the Borrower’s compliance with the financial covenants during the period from
1 April 2010 until 1 October 2010, FMO shall release the Pledge to the effect
that the following amendment be made to the Equity Pledge
Agreement.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      

        FMO

        Finance
for Development

         

      

      In the
column “Registered Capital” of Schedule A (Equity Interests) of the
Equity Pledge Agreement, the amount of RMB 700,000,000 (100%) as mentioned in
that column shall be amended to read “RMB 210,000,000 (30%)”.

       

      General

       

      The
Borrower hereby acknowledges and agrees that the above consents and waivers will
be set aside and will cease to be effective, if the aforesaid conditions would
not have not been satisfied to FMO’s entire satisfaction before 1 January 2010
or, solely in respect of the Equity Pledge Agreement, if the Borrower would have
failed to comply with the financial covenants during the period from 1 April
2010 until 1 October 2010.

       

      In such
case, FMO shall notify the Borrower of the revocation of its consents and
waivers given hereby and the Borrower hereby acknowledges and agrees that FMO’s
revocation shall be binding.

       

      Please be
advised that the consents and waivers granted above are given exclusively and
for the express purpose set out herein, on the terms and conditions as set out
in this Consent Letter.

       

      Please be
further advised that no other consent or waiver is hereby given or intended, and
the consents and waivers set out above do not constitute, and shall not be
construed or implied as a consent or modification of any other term or condition
of the Facility Agreement or, as applicable, the Equity Pledge Agreement, except
as expressly set out above.

       

      This
Consent Letter is governed by, and shall be construed in accordance with, the
laws of the Territory.

       

      Please
indicate your acceptance of, and agreement with, the terms and conditions of
this Consent Letter by signing two (2) originals of this letter where indicated
below and returning to FMO (Attention:  Legal Department), one (1)
such original.

       

      Yours
faithfully,

       

      NEDERLANDSE
FINANCIERINGS-MAATSCHAPPIJ

      VOOR
ONTWIKKELINGSLANDEN N.V.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                T.F.
      Bakels

                                              	 
      	 
      
	
                                                Manager
      Private Equity

                                              	 
      	
                                                J.
      Franken

                                              
	 
      	 
      	
                                                Director
      Legal Affairs

                                              
	 	 	 
	
                                                /s/ 

                                              	 
      	
                                                /s/


                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      FMO

      Finance
for Development

       

      ACCEPTED AND
AGREED:

       

      
        
          
            
              
                	
                        PYPO
      HOLDINGS (HK) COMPANY LIMITED

                      
	 
      
	
                        /s/ Fei Dongping

                      
	 
	
                        Name:     
      Fei Dongping

                      
	
                        Title:       
      Director

                      
	
                        Date:       
      17 August
2009

                      


              

            

          

        

      


      
        
           


        

        
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