JOINT VENTURE DEVELOPMENT
AND OPERATING AGREEMENT


    


    THIS JOINT VENTURE DEVELOPMENT AND
OPERATING AGREEMENT is made and dated effective (the “Effective Date”) as of 22
October 2009.

     

    BETWEEN:

    


    
      TechMedia
Advertising Mauritius, a company incorporated under the laws of Mauritius
and having its address for notice and delivery located at c/o 62 Upper Cross
Street, #04-01, Singapore 058353

    

    


    (“TMM”)

    OF
THE FIRST PART

    


    AND:

    


    Peacock
Media Ltd., a company incorporated under the laws of India and having its
address for notice and delivery located at B24, Apollo Industrial Estate, Off
Mahakali Caves Road, Andheri East, Mumbai – 400093. India.

    


    (“PML”)

    OF
THE SECOND PART

    


    (TMM and
PML collectively, or individually also referred to as a “Party” or the “Parties”)


    


    WHEREAS:

    


    
      	
              A.

            	
              PML
      has been granted a 5 years exclusive license (the “License”) by the
      Government of Tamil Nadu to operate the business of installing,
      commissioning and maintaining mobile digital advertising platform hardware
      and software in public transport vehicles (the “Technology”), such as
      buses and the Indian Railway trains, which Technology will be used to
      display third party commercial content and advertising (such third party
      commercial content and advertising to be displayed in exchange for a fee
      to be paid by such third parties), and PML anticipates obtaining a similar
      license from the governments of the Indian states of Andra Pradesh,
      Gujarat, Maharastra, Kerala and Karnataka, and any other Indian states
      possible (the “Participating
      State”);

            


    

    


    
      	
              B.

            	
              PML
      has represented to TMM that the License permits PML to operate the
      Business on more than 10,000 buses within the state of Tamil Nadu in
      India, and on more than 30 railway trains throughout
  India;

            


    

    


    
      	
              C.

            	
              PML
      has the capability to perform the technical aspects of the Business and
      the skills to manage the operational aspects of the
    Business;

            


    

    


    
      	
              D.

            	
              TMM
      has the knowledge and has the capability to provide the necessary capital
      and funding for the operation of the
Business;

            


    


    
      
         


      

      
        Page
1

        
          

        

      

      
         


      

    

     

    
      	
              E.

            	
              TMM
      and PML have determined to form a joint venture (the “Joint Venture”), which
      Joint Venture will be an incorporated company, to conduct the Business and
      any related future businesses which is derived there from or may be
      developed in such Joint Venture, all as more particularly set out
      herein.

            


    

     

    NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the mutual covenants and agreements
herein contained and the sum of $10.00 now paid by the parties, each to the
other (the receipt and sufficiency of which is hereby acknowledged), the parties
agree as follows:


    


    DEFINITIONS

    


    In this
Agreement, including the recitals and schedules hereto, unless there is
something in the subject matter or context inconsistent therewith, the following
words and expressions will have the following meanings:

    


    
      	
              (a)

            	
              “Agreement” means this
      Joint Venture agreement, as amended from time to
  time;

            


    

    


    
      	
              (b)

            	
              “Board” means the board
      of directors of the Company, as more specifically set out under section 2
      of this Agreement;

            


    

    


    
      	
              (c)

            	
              “Business” means the
      operations of installing, commissioning and maintaining mobile digital
      advertising platform hardware and software in public transport vehicles
      such as buses and trains solely in the Territory, and includes the use of
      media technology and advertising to manage and commercialize the Business,
      in order to generate Revenues;

            


    

    


    
      	
              (d)

            	
              “Company” means a company
      having the proposed name of TechMedia Mobile (India) Pte. Ltd or such
      other name as determined by TMM in consultation with PML to be duly
      incorporated under the laws of India pursuant to this Agreement, the
      business purpose of which company will be to conduct the Business and any
      future businesses which is derived therefrom or may be developed in such
      Joint Venture;

            


    

    


    
      	
              (e)

            	
              “Confidential
      Information” will mean all information contributed by the Parties
      or acquired or developed by the Joint Venture which the Board considers
      confidential, proprietary, or useful in the Business and not generally
      known in the public and includes all technical information such as data,
      know-how, research, designs, drawings, plans, specifications, models,
      quality controls, trade secrets, software, processes, equipment,
      controllers, patents, and Business information such as equipment, devices,
      methods relevant to the Joint Venture’s Business, organizational charts,
      business plans, policies, corporate structure, financial information and
      resources, transactions, contracts and Joint Venture customers such as
      their names, requirements and necessities, and any collateral information
      which may be in the nature of a latent interest or expectation or
      corporate opportunity such as inventions, discoveries or improvements
      conceived, developed or made by employees, in whole or in part, or other
      persons associated with the Joint Venture and all and every other
      information which would reasonably be considered confidential in the
      industry or by employment of reasonable judgement and the burden will be
      on a Party to show that information alleged by the Board or a Party to be
      confidential is not;

            


    


    
      
         


      

      
        Page
2

        
          

        

      

      
         


      

    

     

    
      	
              (f)

            	
              “Costs” mean all costs,
      expenses, obligations, liabilities and charges of whatsoever kind or
      nature incurred or chargeable, directly or indirectly, in connection with
      the Business and the Joint Venture, which costs, expenses, obligations,
      liabilities and charges include, without limiting the generality of the
      foregoing, the following:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Management Fee;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              all
      monies, of whatsoever nature, expended directly or indirectly in
      maintaining and operating the Joint Venture and the
    Business;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              professional
      costs associated with the Joint Venture, the Business or the financing
      thereof;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              development
      plans, marketing plans, and all other studies or
  reports;

            


    

    


    
      	
               
      

            	
              (v)

            	
              filing
      costs whether for securities regulations or other
  matters;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              suppliers,
      contractors, trades, services, and all other inputs of goods, services, or
      labour for the Business and Joint Venture
  thereof;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              employees,
      contract labour, management, and all other personnel
  costs;

            


    

    


    
      	
               
      

            	
              (viii)

            	
              services
      of third parties or provided by the Parties at fair market
      value;

            


    

    


    
      	
               
      

            	
              (ix)

            	
              administration,
      travel, office supplies, and all other costs reasonably incurred by or
      chargeable to the Business and its
  administration;

            


    

    


    
      	
               
      

            	
              (x)

            	
              marketing,
      advertising, promotion, and such related
  expenses,

            


    

    


    
      	
               
      

            	
              (xi)

            	
              costs
      of sales including commissions, transaction fees, and other such
      charges;

            


    

    


    
      	
               
      

            	
              (xii)

            	
              the
      costs of raising equity or debt financing to capitalize the Business and
      the Joint Venture;

            


    

    


    
      	
               
      

            	
              (xiii)

            	
              interest
      costs and payment, amortization or otherwise, of debt relating to the
      Joint Venture or the Business; and

            


    

    


    
      	
               
      

            	
              (xiv)

            	
              all
      other costs as may be determined by the Board, from time to time, and
      normally charged to a business such as the Business in accordance with
      industry standards and generally accepted accounting principals
      consistently applied;

            


    

    


    
      	
              (g)

            	
              “JV Assets” means the
      License and any other assets provided by the Parties to the Joint
      Venture;

            


    

    


    
      	
              (h)

            	
              “Management Fee” means
      the fee to be paid to TMM in consideration for TMM’s management of the
      operational aspects of the Business, in accordance with the terms of
      section 3 hereof;

            


    

    


    
      	
              (i)

            	
              “Parties”, “Party”, means the
      parties, singly or collectively as appropriate, to this Agreement or their
      proper successors, assigns, or other recipients of a party’s rights, in
      whole or in part, in or to this
Agreement;

            


    

    


    
      	
              (j)

            	
              “Profits” means the
      Revenues less Costs, which net result is available for distribution to the
      Parties hereof;

            


    

     

    
      
         

      

      
        Page
3

        
          

        

      

      
         

      

    

     

    
      	
              (k)

            	
              “Revenues” or “Revenue” means gross
      sales proceeds and income of whatsoever nature realized through the
      conduct of the Business and the realization of the Business conducted
      pursuant to this Agreement; and

            


    

    


    
      	
              (l)

            	
              “Territory” means
      India.

            


    

    


    1.           THE COMPANY & THE JOINT
VENTURE

    


    FORMATION
OF THE COMPANY

    


    
      	
               
      

            	
              1.01

            	
              The
      Parties hereby agree to form, and on such date as this Agreement is
      executed by both Parties hereto, there will be formed, the Joint
      Venture.

            


    

    


    
      	
               
      

            	
              1.02

            	
              The
      Parties agree to contribute in accordance with this Agreement the License
      and all required working capital to the Joint Venture to be owned and
      operated jointly as assets of the Joint Venture, develop the Business as
      co-venturers in the Territory, conduct the Business in accordance with
      this Agreement, and share in the Profits of the Joint Venture in
      accordance with the terms of this
Agreement.

            


    

    


    
      	
               
      

            	
              1.03

            	
              The
      business of the Joint Venture will be limited strictly to the Business and
      will not be extended by implication, or otherwise, unless specifically
      agreed to by the shareholders of the Company. The Business will not be
      altered or changed to unrelated endeavors from that of the present
      Business without unanimous consent of the shareholders of the Company,
      with such consent not to be unreasonably
  withheld.

            


    

    


    
      	
               
      

            	
              1.04

            	
              The
      Business will employ the JV Assets as determined by the
      Board.  The Joint Venture may not be terminated except by
      consent in writing of all Parties to this
  Agreement.

            


    

    


    
      	
               
      

            	
              1.05

            	
              In
      order to form the Joint Venture and conduct the Business, TMM and PML will
      incorporate the Company under the laws of India, and the JV Assets will be
      held in the Company, and the Business and all other affairs of the Joint
      Venture will be conducted through the Company.  The Company
      shall reimburse each of PML and TMM respectively for all legal and other
      costs and expenses, including stamp duty payable (if any), incurred by the
      Parties in connection with this Agreement and the transactions
      contemplated hereby.

            


    

    


    
      	
               
      

            	
              1.06

            	
              The
      proposed name of the Company will be TechMedia Mobile (India) Pvt. Ltd.,
      or such other name as determined by TMM in consultation with
      PML.  The authorized share capital of the Company will consist
      of an unlimited number of ordinary shares with a par value of US$1.00, of
      which 100 common shares will be issued and outstanding as
      follows:

            


    

     

    
      
        
          
            
              
                
                  	
                          Name

                        	 	
                          No.
      of Shares

                        	 	
                          Consideration
      Payable

                        
	
                          TMM

                        	 	
                          85
      Shares

                        	 	
                           INR4,250.00
      (equivalent to USD85.00)

                        
	
                          PML

                        	 	
                          15
      Shares

                        	 	
                           INR750.00
      (equivalent to
USD15.00)

                        


                

              

            

          

        

      

    

    


    (TMM’s 85
shares in the Company and PML’s 15 shares in the Company hereinafter
collectively, the “Shares”)

    


    
      	
               
      

            	
              1.07

            	
              Each
      Equity share in the capital of the Company will entitle the holder thereof
      to attend all meetings of the shareholders of the Company, and to one vote
      for each ordinary share held.  In the event of the liquidation
      or dissolution of the Company or other distribution of assets of the
      Company among its shareholders for the purpose of winding up its affairs,
      whether voluntary or involuntary, the holders of the Shares will be
      entitled to share on a pro rata basis as to the number of ordinary shares
      of the Company held, in the distribution of the property and assets of the
      Company.

            


    

     

    
      
         

      

      
        Page
4

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              1.08

            	
              The
      Company shall not issue any options to purchase securities of the Company
      or any rights convertible into securities of the Company without the
      approval of the Board.

            


    

    


    
      	
               
      

            	
              1.09

            	
              There
      shall be no liquidation preference as only equity shares shall be
      authorized and issued.

            


    

    


    
      	
               
      

            	
              1.10

            	
              The
      Company will remain a private Company at all times, and the issuance of
      shares in the capital of the Company will be subject to restriction and
      limitation as set out in this
Agreement.

            


    

    


    
      	
               
      

            	
              1.11

            	
              PML
      acknowledges and agrees that for so long as PML is a shareholder of the
      Company, and for a period of (5) years after ceasing to be a shareholder
      of the Company, neither PML, nor any of its subsidiaries or associated
      companies (the “PML Group”), nor any Directors, Officers, Employees or
      Shareholders of the PML group, will use the Technology or will engage
      directly or indirectly in any business which is similar to or in
      competition with the Business (as the Business is constituted on the date
      of PML ceasing to be a shareholder of the
  Company).

            


    

    


    
      	
               
      

            	
              1.12

            	
              The
      Parties have not created a partnership hereby and nothing contained in
      this Agreement will in any manner whatsoever constitute a Party the
      partner, agent or legal representative of any other Party or create any
      fiduciary relationship between them for any purpose
      whatsoever.  No Party will have any authority to act for or to
      assume any obligations or responsibilities on behalf of any other Party
      except as may be from time to time agreed upon in writing between the
      Parties or as otherwise expressly provided
  herein.

            


    

    


    RIGHT
TO THE JV ASSETS

    


    
      	
               
      

            	
              1.13

            	
              PML
      acknowledges and agrees that upon the execution of this agreement PML
      shall assign to the Company the exclusive right to use and exploit the
      License for the Business for a consideration of US$25Million as stated in
      Section 3 in this Agreement. The Parties acknowledge and agree that any
      and all intellectual property rights in and to the content provided for
      the Business will remain the sole property of
  PML.

            


    

     

    
      	
              2.

            	
              ORGANIZATION OF THE
      COMPANY

            


    

    


    MANAGEMENT
& DIRECTORS

    


    
      	
               
      

            	
              2.01

            	
              The
      Board of the Company will at all times be comprised of five (5)
      directors.

            


    

    


    
      	
               
      

            	
              2.02

            	
              Upon
      incorporation of the Company, each of PML will nominate Two (2) member to
      the Board and TMM will nominate Three (3) members to the Board, and both
      PML and TMM will vote their Shares so that the initial Board will be
      comprised of the following
individuals:

            


    

     

    
      
         

      

      
        Page
5

        
          

        

      

      
         

      

    

    
 

    Sandeep
Chawla

    Kuljit
Singh Suri

    Johnny
Lian

    Ratner
Vellu

    William
Goh Han Tiang

    


    In the
event that a position on the Board is open for any reason whatsoever, such
vacancy will be filled by a nominee from whichever of PML or TMM whose director
nominee formerly occupied such position.

    


    
      	
               
      

            	
              2.03

            	
              The
      Chairman of the Board of the Company shall be Mr Johnny Lian or such other
      person nominated by him solely at all material times & the Chairman or
      his nominee shall have a casting vote in the case of a deadlock on any
      matters put before the Board.

            


    

    


    
      	
               
      

            	
              2.04

            	
              In
      the event that the Board should increase in size for any reason
      whatsoever, then such increase will be such as to entitle TMM to nominate
      85% of the new directors and PML to nominate 15% of the new directors to
      fill such vacancies.  .

            


    

    


    
      	
               
      

            	
              2.05

            	
              A
      quorum required for the transaction of business at a meeting of the Board
      will be all five members of the Board, present in person or by telephone
      or other electronic means.  If, within one-half hour from the
      time set for the holding of a Board meeting, a quorum is not present, the
      meeting stands adjourned for 48 hours at the same time and
      place.  If, at the re-convened meeting, a quorum is not present
      within one-half hour from the time set for the holding of the meeting,
      then the presence in person or by telephone or other electronic means of
      the majority of the Board will constitute quorum at such re-convened
      meeting.

            


    

    


    
      	
               
      

            	
              2.06

            	
              The
      Board will have one Board meeting in each three-month period, which
      meeting will be held at a time and place to be determined by the
      directors.  Any one director may call a meeting by providing 2
      days’ (48 hours) notice prior to the meeting.  Notice may be
      waived by the directors, and directors may elect to attend a Board meeting
      by telephone or other electronic
means.

            


    

    


    
      	
               
      

            	
              2.07

            	
              All
      matters put before the Board will only be undertaken with approval by a
      majority of the directors at a duly and validly held meeting or by
      unanimous written consent resolution if approved without a
      meeting.  The directors will use their best efforts to reach an
      agreement on all matters to be approved by the directors.  Where
      the directors are unable to come to an agreement on a matter to be
      approved by a majority of the directors at a meeting, then the Chairman of
      the Board and/or his nominee shall have the casting vote to resolve such
      matter.

            


    

     

    
      	
               
      

            	
              2.08

            	
              The
      election, appointment and determination of the auditors and advisors of
      the Company, the defining of their duties and functions and the salaries
      and remuneration to be paid to them will be determined by the
      Board.

            


    

    


    
      	
               
      

            	
              2.09

            	
              There
      will be kept, in such bank or banks (including trust companies) as may be
      determined by the Board, bank accounts of the Company (the “Company Accounts”) in
      which will be deposited all monies received by the Company in the course
      of carrying on its Business from time to time.  All payments on
      account of the Company will be made by cheques drawn on the Company
      Accounts and all cheques, drafts or other instruments drawn and made for
      the purposes of the Business of the Company will be executed by two
      directors, or by such directors, officers or employees as may from time to
      time be authorized to do so by the
Board.

            


    

     

    
      
         

      

      
        Page
6

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              2.10

            	
              The
      Company will control all invoicing to clients for services provided by the
      Company.

            


    

    


    SHAREHOLDERS

    


    
      	
               
      

            	
              2.11

            	
              The
      following matters will only be undertaken with the unanimous approval of
      the shareholders of the Company:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      sale, lease, transfer, mortgage, pledge or other disposition of
      substantially all of the assets and/or undertaking of the Company, or any
      of its subsidiaries;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      transfer, sale, lease or grant of any rights in the JV Assets or any other
      assets of the Company;

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      increase or reduction in the capital of the
  Company;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      consolidation, merger or amalgamation of the Company with any other
      company, association, partnership or legal entity, or any other form of
      capital or corporate reorganization, or any change in control of the
      Company or liquidation of the
Company;

            


    

    


    
      	
               
      

            	
              (e)

            	
              any
      increase or decrease in the number of issued shares of the Company, or the
      granting of any securities having rights preferences or privileges, on
      parity with or senior to the Parties, by the Company to any person to
      purchase securities of the Company;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      creation of any class of securities of the Company having rights,
      privileges or preferences on parity or in preference to the
      Shares;

            


    

    


    
      	
               
      

            	
              (g)

            	
              any
      changes to the maximum number of directors appointed to the
      Board;

            


    

    


    
      	
               
      

            	
              (h)

            	
              any
      borrowing or incurrence of liabilities by the
  Company;

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      changes to the constating documents (memorandum or articles of
      association) of the Company;

            


    

    


    
      	
               
      

            	
              (j)

            	
              any
      transaction out of the ordinary course of business;
  or

            


    

    


    
      	
               
      

            	
              (k)

            	
              any
      contract between the Company and any shareholder or affiliate of the
      Company.

            


    

    


    
      	
               
      

            	
              2.12

            	
              No
      shares of the Company will be allotted or issued unless PML and TMM have
      first been offered a pro
      rata allotment and have been given a minimum of 60 calendar days to
      purchase their allotment.  Any allotment not taken up by either
      TMM or PML will first be offered to the remaining of the two parties until
      no Shareholder wishes to purchase any further Shares and the payment
      period will remain the same with each stage of the offer.  The
      Shareholders may in writing waive the payment period or right to any
      allotments.

            


    

     

    
      
         

      

      
        Page
7

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              2.13

            	
              PML
      and TMM will, on an annual basis, or on a more frequent basis as
      determined by the Board or in accordance with the Articles of Association
      of the Company, hold a shareholders’ meeting, whereby they can discuss the
      Company’s overall status, including but not limited to, the Company’s
      financial status.  The requirements for the meeting of
      shareholders will be in accordance with the Articles of Association of the
      Company.

            


    

    


    
      	
               
      

            	
              2.14

            	
              Except
      as specifically provided herein, neither PMM nor TML will mortgage,
      pledge, charge, hypothecate or otherwise encumber his or her interest or
      any part thereof without the prior written consent of the other
      Shareholders, which consent may be arbitrarily
  withheld.

            


    

    


    
      	
               
      

            	
              2.15

            	
              In
      addition to the foregoing, the Company will not register nor permit the
      registration of any transfer of an interest, which must be the entire
      shareholdings of a Shareholder, in the Shares except as otherwise
      expressly permitted in this Agreement, or as
  follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              neither
      TMM nor PML will sell, transfer or otherwise dispose or offer to sell,
      transfer or otherwise dispose, of their respective shares in the Company
      unless that party (in this section the “Offeror”) first offers
      by notice in writing (in this section the “Offer”) to the other
      party (in this section the “Other”) pro rata in accordance
      with their shareholdings in the Company, the prior right to purchase,
      receive or otherwise acquire the
same;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Offer will set forth:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      number of shares (which must be the entire shareholdings of the Offeror)
      the Offeror desires to sell (the “Offered
      Shares”);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      price, expressed in Indian Currency, for the Offered
    Shares;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      terms and conditions of the sale;
and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              that
      the Offer is open for acceptance for a period of 60 days after receipt of
      such Offer by the Other(s);

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Other may accept such Offer by notice in writing to the
      Offeror;

            


    

    


    
      	
               
      

            	
              (d)

            	
              if,
      and to the extent the Offer is not accepted, the Offeror may sell,
      transfer or otherwise dispose of the Offered Shares to any other person,
      firm or corporation (a “Third Party”) only for
      the consideration and upon the terms and conditions as set out in the
      Offer but only within the period of 30 days after the expiry of the period
      for acceptance by the Other and, if the Offeror does not do so, the
      provisions of this Section 2.15 will again become applicable to the sale,
      transfer or other disposition of the Offered Shares and so on from time to
      time;

            


    

    


    
      	
               
      

            	
              (e)

            	
              no
      disposition of any interest permitted by this Section 2.15 will be made
      unless the Third Party will have entered into an agreement with the Other
      by which the Third Party will be bound by and entitled to the benefit of
      the provisions of this Agreement and the Other will enter into such an
      agreement; and

            


    

     

    
      
         

      

      
        Page
8

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (f)

            	
              any
      Shareholder who will have disposed of all of its interest in compliance
      with the provisions of this Agreement will be entitled to the benefit of
      and be bound by only the rights and obligations which arose pursuant to
      this Agreement prior to such
disposition.

            


    

    


    
      	
               
      

            	
              2.16

            	
              The
      provisions as to the transfer of Shares contained in Section 2.15 above
      will not apply if, prior to the proposed transfer of Shares, the Other
      waives its right, in writing, to receive the
  Offer.

            


    

    


    
      	
               
      

            	
              2.17

            	
              The
      clauses of the Memorandum and Articles of Association of the Company shall
      be amended to reflect the provisions of this Agreement after the
      completion of the initial investment by
TMM.

            


    

     

    
      	
              3.

            	
              CAPITAL CONTRIBUTIONS,
      MANAGEMENT FEE & DIRECTOR’S
FEE

            


    

    


    
      	
               
      

            	
              3.01

            	
              The
      Business Plan sets out the objectives of the Company, performance
      milestones, capital and operating expenditure estimates and profit and
      loss budget estimates. The budget contained in the Business Plan is to be
      approved by the Board at the first Board
  meeting.

            


    

    


    
      	
               
      

            	
              3.02

            	
              TMM
      will on a commercially reasonable best effort basis raise up to
      US$25,000,000, which is the initial intended working capital (i.e. the
      capital and operating expenses to install, commission, maintain and
      commercialize mobile digital advertising platforms onto buses and trains)
      (the “Working
      Capital”) required for launching the Business and the Joint
      Venture, of which US$5,000,000 of the US$25,000,000 is to be set aside as
      a contingency fund for the Company, and is anticipated to be provided by
      TMM as follows:

            


    


    
      	
               
      

            	
              (a)

            	
              an
      aggregate of US$12,270,000 is to be advanced by TMM to the Company during
      the first year of incorporation of the Company, in order to facilitate the
      start of operations and for PML to conduct PML’s Responsibilities (as
      hereinafter defined); The first US$1,000,000 is to be provided by TMM to
      the Company by October 31 2009 and a subsequent amount of US$4,000,000 is
      to be provided by TMM to the Company as soon as certain expenses have been
      incurred by PML and certified by
TMM;

            


    

    


    
      	
               
      

            	
              (b)

            	
              additional
      amounts of US$1,932,500 are to be advanced by TMM to the Company on a
      yearly basis for the following four (4) years; however, the Board in its
      sole discretion may determine to reduce or eliminate such additional
      capital contributions by TMM depending on the amount of revenues produced
      by the Company available to satisfy the required Working
      Capital.

            


    

    It is
anticipated by the Parties that the Company will reimburse PML up to
US$20,000,000 for expenses incurred and invoiced by PML in performing PML’s
Responsibilities (as hereinafter defined) over the next five (5)
years.

    


    
      	
               
      

            	
              3.03

            	
              Any
      working capital required by the Company, in addition to and including the
      Working Capital, for the Business and the Joint will be provided by TMM in
      the form of shareholder’s loans (the “TMM
      Loans”).  The Company will enter into loan agreements
      with TMM each time funds are advanced by TMM to the Company, which
      agreements will evidence the TMM Loans, and the Company will at all times
      keep an accounting record of all TMM
Loans.

            


    

     

    
      
         

      

      
        Page
9

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              3.04

            	
              In
      addition to TMM Loans, TMM may also provide capital to the Company by
      conducting equity or debt financings at TMM’s sole
    discretion.

            


    

    


    
      	
               
      

            	
              3.05

            	
              All
      capital contributions made by TMM, including without limiting the
      generality thereof, all Working Capital and TMM Loans, will be repaid by
      the Company to TMM from the
Profits.

            


    

    


    
      	
               
      

            	
              3.06

            	
              In
      addition to all capital contributions to be made by TMM, TMM will also be
      responsible for managing all operational aspects of the Business,
      including providing the Company with sufficient personnel to enable the
      Company to manage and commercialize the Business, in consideration for
      which services TMM will receive a Management Fee on a quarterly basis
      equivalent to 10% of the gross profit of the Company for that quarter,
      subject to a minimum annual fee of US$2,000,000 for the first year of
      operations. The Management Fee shall be reviewed annually and shall only
      be paid out of profits.

            


    

    


    
      	
               
      

            	
              3.07

            	
              Upon
      the Company reaching profitability, the Company shall pay to the 5
      Directors named herein under Section 2 collectively a management fee as
      mentioned in clause 3.06; equivalent to 10% of the gross profit shared
      equally among the 5 Directors.

            


    

     

    
      	
              4.

            	
              INTEREST OF THE
      PARTIES IN AND TO THE JOINT
VENTURE

            


    

    


    
      	
               
      

            	
              4.01

            	
              Subject
      to the provisions of this Agreement, the relevant ownership and interests
      of the Parties in the Joint Venture will initially be and are an 85%
      (eighty five percent) interest to TMM (the “TMM Interest”) and a 15%
      (fifteen percent) interest to PML (the “PML Interest”)(such
      interests are collectively called the “Interests” or singularly
      the “Interest”).

            


    

     

    
      	
               
      

            	
              4.02

            	
              The
      Interests of the Parties hereto will not be effected, altered, or amended,
      except pursuant to the provisions of this Agreement, or as subsequently
      agreed by the Parties hereto in writing.  The TMM Interest and
      the PML Interest in the Joint Venture will be reflected in the share
      ownership of each respective party in the
  Company.

            


    

    


    
      	
               
      

            	
              4.03

            	
              The
      parties acknowledge and agree that TMM’s interest in the Joint Venture is
      non-dilutive, and TMM will at all times remain the owner of at least 85%
      of the Joint Venture.  Accordingly, the parties acknowledge and
      agree that pursuant to section 4.02 hereof, TMM will at all times hold at
      least that number of shares of the Company as is equal to 85% of the
      issued and outstanding shares of the
Company.

            


    

    


    
      	
              5.

            	
              PML’S
      RESPONSIBILITIES

            


    

    


    
      	
               
      

            	
              5.01

            	
              In
      consideration for its interest in and to the Joint Venture and the
      Company, PML undertakes, free of any fees, charges or any additional
      consideration, without limiting the generality thereof,
  to:

            


    

    


    
      	
               
      

            	
              (a)

            	
              with
      the exception of the State of Tamil Nadu, use its best efforts to secure
      licensing rights similar to the License for all the Participating States,
      and insofar as possible, ensure that the Company is the contracting party
      and recipient of such licenses, and where such licensing rights are
      granted to PML, then PML will ensure to immediately transfer such rights
      to the Company for its exclusive use  on a first right of
      refusal basis by the Company;

            


    

     

    
      
         

      

      
        Page
10

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (b)

            	
              make
      available to the Company and to TMM such office and work facilities and
      infrastructure as may be required by the Company and TMM in order to
      conduct the operations of the Business at the cost borne by the
      Company;

            


    

     

    
      	
               
      

            	
              (c)

            	
              ensure
      that its management, employees, contractors and sub-contractors cooperate
      at all times with TMM and the Company, as required, to conduct the
      Business;

            


    

    


    
      	
               
      

            	
              (d)

            	
              provide
      TMM and the Company with full access (including providing the names,
      contact details and any introductions as may be necessary) to all existing
      clients of PML in order for the marketing and commercialization of the
      Business;

            


    

    


    
      	
               
      

            	
              (e)

            	
              ensure
      all existing and new clients procured for the Company, insofar as
      possible, enter into agreements directly with the
  Company;

            


    

    


    
      	
               
      

            	
              (f)

            	
              conduct
      all marketing of PML’s services to existing and future clients of PML
      jointly with the Company’s marketing for the herein mentioned Business of
      the Company in the conduct of the
Business;

            


    

    


    
      	
               
      

            	
              (g)

            	
              promptly
      provide TMM and the Company with access to all information and documents
      as may be required from time to time, to conduct the Business;
      and

            


    

    


    
      	
               
      

            	
              (h)

            	
              continually
      and actively use its best efforts to market the Business, and secure
      orders for the Company from existing and new
  clients.

            


    

    


    
      	
               
      

            	
              5.02

            	
              In
      addition to the items set out in section 5.01 above, and subject to the
      control and direction of the Board and the other terms and conditions of
      this Agreement, PML will:

            


    

    


    
      	
               
      

            	
              (a)

            	
              be
      responsible for the installation of the Technology and for ensuring that
      on completion of the installation, the Technology is fully functional and
      upon certification by the Company, PML will be reimbursed for its costs as
      evidenced by invoices;

            


    

    


    
      	
               
      

            	
              (b)

            	
              be
      responsible for the maintenance of the Technology, and for ensuring that
      once installed, the Technology remains in good working order at all
      times.

            


    

    
      	
               
      

            	
              (c)

            	
              conduct
      and perform its obligations hereunder on such premises as it will
      determine, including its own premises, and will permit access to the JV
      Assets at all reasonable times for the purpose of inspecting work being
      done thereon;

            


    

    


    
      	
               
      

            	
              (d)

            	
              employ
      and engage any such employees, agents and independent contractors as it
      may consider necessary or advisable to carry out its duties and
      obligations hereunder and in this connection to delegate any of its powers
      and rights to perform its duties and obligations hereunder, but PML will
      not enter into contractual relationships with a party without approval
      from the Board;

            


    

     

    
      
         

      

      
        Page
11

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (e)

            	
              execute
      all documents, deeds and instructions, do or cause to be done all such
      acts and things and give all such assurances as may be necessary so that
      the Company has good and valid title to the JV Assets;
  and

            


    

    


    
      	
               
      

            	
              (f)

            	
              diligently
      conduct and perform its obligations hereunder in accordance with the
      development plans of the Business approved by the Board and in compliance
      with all applicable laws, rules, orders and
  regulations;

            


    

    


    
      	
               
      

            	
              (g)

            	
              abide
      by and adhere to the control standards as imposed by TMM, in its sole
      discretion, in the Company in the areas including but not limited to
      finance, legal, operations and risk
management.

            


    

    


    (the
matters outlined in sections 5.01 and 5.02 above are collectively “PML’s
Responsibilities”)

    


    
      	
               
      

            	
              5.03

            	
              Subject
      to any specific provisions of this Agreement, PML, in carrying out its
      duties and obligations hereunder, will at all times be subject to the
      direction and control of the Board and will perform its duties hereunder
      in accordance with the instructions and directions as from time to time
      communicated to it by the Board and will make all reports to the Board
      except where otherwise specifically provided herein. PML will act in good
      faith and in the best interest of the Company and the Joint Venture at all
      times and conducts the affairs of the Company with a view to maximizing
      Revenue.

            


    

     

    
      	
              6.

            	
              PML’S FIRST RIGHT TO
      EQUIP AND MAINTAIN MOBILE DIGITAL ADVERTISING
    PLATFORMS

            


    

    


    
      	
               
      

            	
              6.01

            	
              PML
      shall have the first right to perform for the Company all installation,
      commissioning and maintenance of the mobile digital advertising platforms
      on buses and trains, on a cost basis without any mark
  up.

            


    

    


    
      	
               
      

            	
              6.02

            	
              TMM
      and PML have unfettered and reserved rights to replace and/or obtain
      and/or appoint another separate or independent technology provider in the
      event the nominated technology provider of PML for any reasons whatsoever
      in the opinion of TMM and PML lacks the ability to better fulfill its
      obligations adequately owing to situations including, but not limited to,
      the following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              inability
      of the Technology provider to provide cutting edge but practical
      technological services at the instance of
TMM;

            


    

    
      	
               
      

            	
              (b)

            	
              inability
      of the Technology provider to provide technologically competitive
      solutions compared to other similar providers in
  India;

            


    

    


    
      	
               
      

            	
              (c)

            	
              failure
      of the Technology provider to keep up with the technological advancement
      in their industry, confined to
India;

            


    

    


    
      	
               
      

            	
              (d)

            	
              inability
      of the Technology provider to provide services dictated by TMM to better
      enable market delivery of TMM strategic objectives;
  and

            


    

     

    
      
         

      

      
        Page
12

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (e)

            	
              where
      the Technology provider is acquired by an entity deemed by TMM as its
      competitor in India.

            


    

     

    
      	
              7.

            	
              REPRESENTATIONS &
      WARRANTIES

            


    

    


    REPRESENTATIONS
& WARRANTIES OF THE PARTIES

    


    
      	
               
      

            	
              7.01

            	
              Each
      Party represents and warrants to the other Party hereto that, to the best
      of its knowledge:

            


    

    


    
      	
               
      

            	
              (a)

            	
              it
      has full power and authority to carry on its business and to enter into
      this Agreement and any agreement or instrument referred to or contemplated
      by this Agreement, except where regulatory or shareholder approval may be
      required;

            


    

    


    
      	
               
      

            	
              (b)

            	
              neither
      the execution and delivery of this Agreement nor any of the agreements
      referred to herein or contemplated hereby, nor the consummation of the
      transactions hereby contemplated conflict with, result in the breach of or
      accelerate the performance required by, any agreement to which it is a
      party;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      execution and delivery of this Agreement and the Agreements contemplated
      hereby will not violate or result in the breach of the laws of any
      jurisdiction applicable or pertaining thereto or its constating
      documents.

            


    

     

    
      	
               
      

            	
              7.02

            	
              Each
      Party covenants, warrants and agrees with the
  other:

            


    

    


    
      	
               
      

            	
              (a)

            	
              to
      perform or cause to be performed its obligations and commitments under
      this Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              not
      to engage either alone or in association with others in any activity in
      respect of the JV Assets or the Business in the Territory except as
      provided or authorized by this
Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              to
      be just and faithful in all its activities and dealings with the other
      Party; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      information which the Parties may provide to each other or the Joint
      Venture or any permissible person or company will be accurate and complete
      in all material respects and not misleading, and will not omit to state
      any fact or information which would be material to the Parties or the
      Joint Venture or such permissible person or
  company.

            


    

    REPRESENTATIONS
& WARRANTIES OF PML

    


    
      	
               
      

            	
              7.03

            	
              PML
      represents and warrants to TMM that the License permits PML to operate the
      Business on more than 10,000 buses within the State of Tamil Nadu in
      India, and on more than 30 Indian Railway trains throughout
      India.

            


    

    


    
      	
               
      

            	
              7.04

            	
              PML
      represents and warrants to TMM that the JV Assets to be contributed to the
      Joint Venture will be contributed to the Joint Venture free and clear of
      encumbrances of any nature and the same are transferred and contributed
      with full right, title, and interest to the Company and free of claims by
      any party whatsoever, and no person has any agreement or option or any
      right or privilege capable of becoming an agreement or option for any
      right to the License;

            


    

     

    
      
         

      

      
        Page
13

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              7.05

            	
              PML
      represents and warrants that all existing clients of PML will be given the
      first right to procure the mobile digital advertising platforms services
      from the Company on arms’ length commercial rates and terms.  In
      the event that PML’s clients accept bundled services from both PML and the
      Company, PML agrees that all invoicing of the clients for the bundled
      services will be handled via separate invoices of the respective parties
      but submitted jointly.

            


    

    


    
      	
               
      

            	
              7.06

            	
              PML
      represents and warrants to TMM that all representations and warranties
      made by PML herein and all information provided by PML or by PML’s
      advisors, agents, employees, officers and representatives to TMM in the
      course of the negotiations leading to the execution of this Agreement
      were, when given, and remain, true and accurate in all material respects,
      and are not misleading, and copies of all contracts and documents provided
      by PML to TMM are true and complete and the contents of such contracts and
      documents comprise the entire agreement between the parties
      thereto.  PML further represents and warrants that it is not
      aware of any fact or matter not disclosed in writing to TMM which renders
      any such information or representation untrue, incorrect, inaccurate or
      misleading, or the disclosure of which may affect the willingness of TMM
      to enter into this Agreement.  If any of the representations and
      warranties of PML are found to be incorrect or if there is a breach by PML
      of any of the covenants or agreements, which incorrectness or breach will
      result in any loss or damage sustained directly or indirectly by TMM, then
      PML will pay the amount of the loss or damage to TMM within 30 days of
      receiving notice of the loss or
damage.

            


    

     

    
      	
              8.

            	
              COVENANTS

            


    

    


    
      	
               
      

            	
              8.01

            	
              PML
      undertakes to use its best efforts to keep the License, and/or any other
      licensing rights obtained from other Participating States or otherwise
      (collectively, the “Licenses”), valid and in good standing at all
      times.  PML further undertakes that it will not assign,
      transfer, encumber, pledge or hypothecate the Licenses, or do any act or
      cause any omission which will in any way, directly or indirectly, result
      in the loss of the Licenses, or affect the ability of the Company to
      conduct the Business or result in a reduction in the
      Revenue.  PML shall not undertake any act or enter into any
      contract or agreement that may, or would, in any way adversely affect the
      Licenses, and PML undertakes to notify TMM and the Company in writing if
      PML is in breach of its obligations under the Licenses or if any of the
      Licenses are or may be adversely affected for any reason
      whatsoever.

            


    

    
      	
               
      

            	
              8.02

            	
              The
      covenants hereinbefore set out are conditions on which TMM has relied in
      entering into this Agreement and PML will indemnify and save TMM harmless
      from all loss, damage, costs, actions and suits arising out of or in
      connection with any breach of such covenants by PML or any other
      representations or obligations of PML contained in this
      Agreement.

            


    

     

    
      
         

      

      
        Page
14

        
          

        

      

      
         

      

    

     

    
      	
              9.

            	
              DISTRIBUTION OF
      PROFITS & DIVIDEND
POLICY

            


    

    


    
      	
               
      

            	
              9.01

            	
              The
      Revenue generated from the Business will be first used to pay for all
      Costs.  The Profits of the Company will be used to first pay the
      Management Fee and the repayment of any TMM loans, second to pay the
      Director’s Fee, and then the remaining will be distributed to TMM and PML
      on the basis of TMM receiving 85% of the Profits and PML receiving 15% of
      the Profits as a dividend (the “Dividend”).  Such
      Profits will be calculated before income tax and other such costs which
      are attributable only to each the Party separately from the
      Company.  Profits will be distributed at such time and in such
      manner as may be determined in accordance with the dividend policies
      established by the Board but, absent agreement to the same, will be
      payable no less than on a quarterly basis and within thirty (30) days of
      the end of each quarter.  The Board will retain such reserves
      for approved budgets and working capital as the Board considers prudent.
      In the event of an error in the calculation of the Profits, or if, for any
      other reason, a Party has received an attribution or payment greater than
      its entitlement then the Board may balance the Profit accounts, by debits
      and credits to the Party upon the next Profit allocation or may demand
      repayment of excess distributions and the relevant Party will refund such
      excess within thirty (30) days of
demand.

            


    

     

    
      	
              10.

            	
              CONFIDENTIALITY AND
      COMPETITION

            


    

     

    
      	
               
      

            	
              10.1

            	
              PML
      agrees that for so long as it remains a shareholder of the Company and for
      a period of 5 years thereafter upon ceasing to be a shareholder, PML and
      its subsidiaries and associated companies (the “PML Group”) and the
      directors and shareholders of the PML Group shall not directly or
      indirectly be engaged or interested in any business, in any country in
      which the Company or any of its subsidiaries and associated companies (the
      “TM Group”) has
      operations from time to time, that is, in the sole opinion of the Company,
      in competition with the Business carried on by the TM
    Group.

            


    

    


    
      	
               
      

            	
              10.2

            	
              A
      Party hereunder will not, except as authorized or required by the Party’s
      duties hereunder or as flow as a consequence of law or contract (for
      example TMM’s parent company’s reporting requirements as a public company
      in accordance with applicable securities laws or consequent upon a merger
      or consequent upon a sale of Interests by a Party hereto), reveal or
      divulge to any person or companies any Confidential Information concerning
      the Joint Venture or its Business or of any of the Parties or of any
      affiliates, which may come to the Party’s knowledge during this Agreement,
      and the Parties will keep in complete secrecy all Confidential Information
      and will not use or attempt to use any such Confidential Information in
      any manner which may injure or cause loss either directly or indirectly to
      the Joint Venture’s Business.  This restriction will continue to
      apply after the termination of this Agreement without limit in point of
      time but will cease to apply to information or knowledge which may come
      into the public domain through no act or fault of the alleged offending
      Party.

            


    

    


    
      	
               
      

            	
              10.3

            	
              The
      Parties acknowledge that the Confidential Information is crucial to the
      Business and to the Parties individually and that in the event of
      unauthorized disclosure or use of the Confidential Information, which the
      Parties acknowledge would be an act of bad faith as well as a breach of
      this undertaking, the damage will be irreparable or the affected Party
      will not be adequately compensated by monetary
      award.  Accordingly, the offending Party agrees that in the
      event of any such breach, the affected Party will be entitled as a matter
      of right, without notice and prior to service of an originating action in
      India and on an ex parte application, to apply to a Court of competent
      jurisdiction in India, for determination in accordance with the laws of
      the United Kingdom, for relief by way of restraining order, injunction,
      decree or otherwise as may be appropriate to ensure compliance with the
      provisions hereof.  The offending Party shall reimburse the
      affected Party for all costs and expenses, including reasonable attorneys’
      fees, incurred by such affected Party in enforcing the obligations of the
      offending Party hereunder. The Parties also agree and acknowledge that the
      offending Party will also be liable, as liquidated damages, for an amount
      equal to the amount received and earned by the offending Party as a result
      of and with respect to any breach hereof, in addition to any other losses
      the affected Party may suffer, including loss of economic
      opportunity.

            


    

     

    
      
         

      

      
        Page
15

        
          

        

      

      
         

      

    

     

    
      	
              11.

            	
              FORCE
      MAJEURE

            


    

    


    
      	
            	
              11.01

            	
              No
      Party will be liable for its failure to perform any of its obligations
      under this Agreement due to a cause beyond its reasonable control (except
      those caused by its own lack of funds) including, but not limited to, acts
      of God, fire, storm, flood, explosion, strikes, lockouts, or other
      industrial disturbances, riots, laws, rules and regulations or orders of
      any duly constituted governmental authority, including environmental
      protection agencies, or non-availability of materials or transportation
      (each an “Intervening
      Event”).

            


    


     

    
      	
            	
              11.02

            	
              All
      time limits imposed by this Agreement will be extended by a period
      equivalent to the period of delay resulting from an Intervening
      Event.

            


    

    


    
      	
            	
              11.03

            	
              A
      Party relying on the provisions of section 11.0l will take all reasonable
      steps to eliminate any Intervening Event and, if possible, will perform
      its obligations under this Agreement as far as practical, but nothing
      herein will require such Party to settle or adjust any labour disputes or
      to question or to test the validity of any law, rule, regulation, or order
      of any duly constituted governmental authority or to complete its
      obligations under this Agreement if an Intervening Event renders it
      uneconomical or impossible of
completion.

            


    

     

    
      	
              12.

            	
              NOTICE

            


    

    


    
      	
            	
              12.01

            	
              Any
      notice, direction, or other instrument or communication required or
      permitted to be given under this Agreement will be in writing and may be
      given by the delivery of the same or by mailing the same by prepaid
      registered or certified mail or by sending the same by facsimile,
      electronic communication or other similar form of communication, in each
      case addressed to the intended recipient at the address of the respective
      Party set out on the first page
hereof.

            


    

    


    
      	
            	
              12.02

            	
              Any
      notice, direction, or other instrument or communication will, if
      delivered, be deemed to have been given and received on the day it was
      delivered, and if mailed, be deemed to have been given and received on the
      seventh business day following the day of mailing, except in the event of
      a disruption of the postal service in which event notice will be deemed to
      be received only when actually delivered on the address and, if sent by
      facsimile, electronic communication or other similar form of
      communication, be deemed to have been given or received on the day it was
      so sent.

            


    

    


    
      	
            	
              12.03

            	
              Any
      Party may at any time give to the other notice in writing of any change of
      address of the Party giving such notice and from and after the giving of
      such notice the address or addresses therein specified will be deemed to
      be the address of such Party for the purposes of giving notice
      hereunder.

            


    

     

    
      
         

      

      
        Page
16

        
          

        

      

      
         

      

    

     

    
      
        	
                13.

              	
                WAIVER

              


      

    

    


    
      	
            	
              13.01

            	
              If
      any provision of this Agreement will fail to be strictly enforced, or any
      Party will consent to any action by any other Party, or will waive any
      provisions as set out herein, such action by such Party will not be
      construed as a general waiver thereof but only a waiver for the specific
      time that such waiver or failure to enforce takes place and will at no
      time be construed as a consent, waiver, or excuse for any failure to
      perform and act in accordance with this Agreement at any past or future
      occasion.

            


    

     

    
      	
              14.

            	
              FURTHER
      ASSURANCES

            


    

    


    
      	
            	
              14.01

            	
              Each
      of the Parties hereto, will from time to time and at all times, do all
      such further acts and execute and deliver all further deeds and documents
      as will be reasonably required in order to fully perform and carry out the
      terms of this Agreement.  This section will not be construed as
      imposing any obligation on any Party to provide
  guarantees.

            


    

     

    
      	
              15.

            	
              USE OF
      NAME

            


    

    


    
      	
            	
              15.01

            	
              No
      Party will, except with written permission or when required by this
      Agreement, or by any law, by-law, ordinance, rule, order or regulation,
      use, suffer or permit to be used, directly or indirectly, the name of any
      other Party for any purpose related to this Agreement or the
      Business.

            


    

    


    
      	
              16.

            	
              TERMINATION AND
      WIND-UP

            


    

    


    
      	
               

               

            	
              16.01

            	
              Upon
      termination of this Agreement for whatever cause, the Board will
      administer wind-up of the Company and the Joint Venture and will dispose
      of JV Assets in such manner as the Board determines, consistent with this
      Agreement, and practices of corporate law and practice, and will
      distribute the net assets of the Company, after discharge of all
      encumbrances, in accordance with outstanding interests of the
      Parties.  At the time of wind-up of the Company or termination
      of the Business for any reason, the Board will meet and approve a
      procedure for the retention, maintenance and disposal of documents (the
      “Documents”) and
      will appoint such Party as may consent thereto to ensure that all proper
      steps are taken to implement and maintain that procedure.  If
      the Board fails to approve a procedure as aforesaid, the Party holding the
      majority interest in the Company as at the date immediately preceding the
      date the Board was called to meet, will retain, maintain and dispose of
      the Documents according to such procedure, in compliance with all
      applicable laws, as it deems fit.  The Party entrusted with the
      retention, maintenance and disposal of the Documents will estimate the
      costs and expenses incidental thereto and will be entitled to receive
      payment of those costs and expenses prior to any distribution being made
      of the assets of the Company or the revenues received on the disposal
      thereof.

            


    

     

    
      
         

      

      
        Page
17

        
          

        

      

      
         

      

    

     

    
      	
            	
              16.02

            	
              Upon
      termination of this Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Parties hereby acknowledge and agree that all personally possessed Joint
      Venture property, including without limitation, all books, manuals,
      records, reports, notes, contracts, lists, and other documents,
      Confidential Information, copies of any of the foregoing, and equipment
      furnished to or prepared by the Joint Venture or a Party for such and in
      the course of or incidental to the Business or this Agreement, all belong
      to the Joint Venture and will be promptly returned to the Joint Venture
      upon termination but that all intellectual property rights in and to the
      content provided for the Business shall remain the sole property of
      TechMedia Advertising (India) Pte. Ltd.;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Parties acknowledge that all Confidential Information is received or
      developed in confidence and for the exclusive benefit of the Joint Venture
      and the successors thereof.  During this Agreement and
      thereafter in accordance with this Agreement’s restrictions, the Parties
      will not, directly or indirectly, except as required by the normal
      business of the Joint Venture and the Company, or unless expressly
      consented to in writing by the
Board:

            


    

    


    
      	
               
      

            	
              (i)

            	
              disclose,
      publish or make available, other than to an authorized person any
      Confidential Information;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              acquire,
      possess for their own interest, sell, transfer or otherwise use or exploit
      any Confidential Information;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              permit
      the sale, transfer, or use or exploitation of any Confidential Information
      by any third party; or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              retain
      upon termination or expiration of this Agreement any Confidential
      Information, any copies thereof or any other tangible or retrievable
      materials containing or constituting Confidential
    Information;

            


    

    


    
      	
              17.

            	
              GENERAL

            


    

    


    
      	
            	
              17.01

            	
              This
      Agreement embodies the entire agreement and understanding among the
      Parties hereto and supersedes all prior agreements and undertakings,
      whether oral or written, relative to the subject matter
      hereof.

            


    

    


    
      	
            	
              17.02

            	
              This
      Agreement may not be changed orally but only by an agreement in writing,
      executed by each of the Parties.

            


    

    


    
      	
            	
              17.03

            	
              Unless
      earlier terminated by default or by agreement of all Parties or as a
      result of one Party acquiring the whole of the other Party’s Interest, the
      Joint Venture and this Agreement will remain in full force and effect for
      so long as any part of the Joint Venture or Business is held or conducted
      in accordance with this Agreement.

            


    

    


    
      	
            	
              17.04

            	
              No
      Party hereto will purport to terminate this Agreement for any event of
      default except pursuant to the terms of this
  part.

            


    

    


    
      	
            	
              17.05

            	
              Except
      for emergency proceedings in respect to a default by a Party which
      materially jeopardizes the Business or finances or credit or the JV
      Assets, no Party hereto will take proceedings for default, or otherwise,
      unless it has given the defaulting Party notice in writing of the nature
      and scope of the default and the defaulting Party has failed to correct
      such default within ten (10) business days of notice of such
      default.

            


    

     

    
      
         

      

      
        Page
18

        
          

        

      

      
         

      

    

     

    
      	
            	
              17.06

            	
              This
      Agreement will enure to the benefit of and be binding upon the Parties
      hereto and their respective successors and permitted
    assigns.

            


    

    


    
      	
            	
              17.07

            	
              This
      Agreement will be governed by and interpreted in accordance with the laws
      of the United Kingdom. The Parties will comply with all laws applicable to
      the Parties hereunder.

            


    


    


    
      	
            	
              17.08

            	
              If
      any one or more of the provisions contained herein should be invalid,
      illegal or unenforceable in any respect in either India or England, then
      the Parties shall forthwith enter into good faith negotiations to amend
      such provision in such a way that, as amended, it is valid and legal under
      the laws and regulations of India and England and to the maximum extent
      possible carries out the original intent of the Parties as to the points
      in question.

            


    

    


    
      	
            	
              17.09

            	
              The
      division of this Agreement into articles and sections and the insertion of
      headings are for convenience of reference only and will not affect the
      construction or interpretation of this
  Agreement.

            


    

    


    
      	
            	
              17.10

            	
              Time
      will be of the essence in the performance of this
    Agreement.

            


    

    


    
      	
            	
              17.11

            	
              If
      any terms of this Agreement are inconsistent or conflict with the
      Memorandum and Articles of Association of the Company, then the terms of
      this Agreement shall prevail.

            


    

    
      	
            	
              17.12

            	
              Any
      dispute arising out of or in connection with this Agreement, including any
      question regarding its existence, validity or termination, shall be
      referred to and finally resolved under the .Rules of Arbitration of the
      International Chamber of Commerce (the “Rules”) by one or more
      arbitrators appointed in accordance with the Rules.  The
      arbitration shall be settled in London, United Kingdom in the English
      language.

            


    

     

    IN WITNESS WHEREOF the Parties
hereto have executed this Agreement as of the date first written
above.


    


    
      
        	
                Signed
      by Mr William Goh Han Tiang

              	 
      	
                )

              	 
      
	
                for
      and on behalf of

              	 
      	
                )

              	 
      
	
                TechMedia
      Advertising Mauritius

              	 
      	
                )

              	
                /s/
      William Goh

              
	
                in
      the presence of

              	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	
                /s/ Johnny Lian Tian Yong

              	 
      	
                )

              	 
      
	
                Mr
      Johnny Lian Tian Yong

              	 
      	
                )

              	 
      
	
                NRIC
      No. : S1758653/Z

              	 
      	
                )

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Signed
      by Mr Sandeep Chawla

              	 
      	
                )

              	 
      
	
                for
      and on behalf of

              	 
      	
                )

              	 
      
	
                Peacock
      Media Ltd

              	 
      	
                )

              	
                /s/
      Sandeep Chawla

              
	
                in
      the presence of

              	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	
                /s/ Kuljit Singh Suri

              	 
      	
                )

              	 
      
	
                Mr
      Kuljit Singh Suri

              	 
      	
                )

              	 
      
	
                Indian
      Passport No. : Z1776253

              	 
      	
                )

              	 
      


      

    

     

    
      
         

      

      
        Page
19