exv10w4w3






			
	[Translation of Chinese original]
	 	Exhibit 10.4.3


Execution Version






Termination Agreement



The Termination Agreement (“Agreement”) is made on December 19, 2007 in Beijing, China by
and among the following parties:





	 	(1)	 	Shanghai Yuqing Advertising Broadcasting Co., Ltd., a limited liability company
duly incorporated and existing in accordance with the laws of China, with the registered
address at Room 1533, 15/F, No. 728 Yan’an Road West, Changning District, Shanghai
(“Yuqing”);
	 
	 	(2)	 	Fogen Yang, a Chinese citizen with the ID card number of 310102490620443;
	 
	 	(3)	 	Cui Yuan, a Chinese citizen with the ID card number of 310109461115402;
	 
	 	(4)	 	Weidong Zhu, a Chinese citizen with the ID card number of 310110197006105018;
	 
	 	(5)	 	Chengye Guo, a Chinese citizen with the ID card number of 110102195603230419;
	 
	 	(6)	 	Shanghai Hongmen Advertising Co., Ltd., a limited liability company duly
incorporated and existing in accordance with the laws of China, with the registered
address at P-1 Building, No. 7523 Beiqing Highway, Chonggu Town, Qingpu District,
Shanghai, China (“Hongmen”);
	 
	 	(7)	 	Pacific Asia Mode Cube Limited, a limited liability company duly incorporated and
existing in accordance with the laws of Hong Kong SAR, with the registered address at
Room 2703, 27/F, The Centrium, 60 Wyndham Street, Central, Hong Kong SAR, China (“PAMC”);
and
	 
	 	(8)	 	Redgate Media AD Co., Ltd., a limited liability company duly incorporated and
existing in accordance with the laws of China, with the registered address at Room 1807,
15/F, Tower B, Jianwai SOHO, No. 39 East 3rd Ring Road Central, Chaoyang
District, Beijing (jointly with PAMC, hereinafter referred to as “PAMC Group”);




(The parties hereto are hereinafter collectively referred to as the “Parties” and individually
referred to as a “Party”.)





	 	Whereas, 
	 
	 	(A)	 	The Equity Transfer and Capital Increase Agreement of Shanghai Hongmen Advertising
Co., Ltd. (hereinafter referred to as the “No. 1 Capital Increase Agreement”) was made on
June 4, 2006 by and among Yuqing, Fogen Yang, Cui Yuan, Weidong Zhu, Chengye Guo and
Hongmen;
	 
	 	(B)	 	The Supplementary Agreement for ‘Equity Transfer and Capital Increase Agreement’
(hereinafter referred to as the “No. 2 Capital Increase Agreement”) was made on July 3,
2006 by and among the parties to the No. 1 Capital Increase Agreement;
	 
	 	(C)	 	The Supplementary Agreement for Capital Increase of Hongmen (hereinafter referred
to as the “No. 3 Capital Increase Agreement”) was made in 2007 by and among Yuqing,
Weidong Zhu and Hongmen;
	 
	 	(D)	 	Yuqing, Weidong Zhu and Hongmen acknowledge that the No. 1 Capital Increase
Agreement, No. 2 Capital Increase Agreement, No. 3 Capital Increase Agreement, all
appendices thereto and all relevant legal documents (including, but not limited to
amendments to the Articles of Association signed by all shareholders of Hongmen,
resolutions of the shareholders’ meeting and other application documents submitted for
registration with the administration for industry and commerce) constitute all relevant
transaction documents (hereinafter referred to as “Yuqing’s Capital Increase Documents”)
signed by Yuqing for investment in Hongmen; and
	 
	 	(E)	 	Yuqing, Weidong Zhu and Hongmen signed the Equity Transfer and Capital Increase
Agreement (hereinafter referred to as “PAMC’s Capital Increase Agreement”) with PAMC
Group on December 19, 2007. According to PAMC’s Capital Increase Agreement, as one of
the conditions precedent, Yuqing shall enter into an agreement with all parties to
Yuqing’s Capital Increase Documents to terminate Yuqing’s 




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	 	 	 	Capital Increase Documents and
to confirm the performance of the obligations thereunder by Yuqing at the time of
termination.




Now, therefore, the Parties, through equal and amiable negotiation and in accordance with existing
applicable laws, regulations and decrees of the People’s Republic of China, reach the agreement as
follows:





	1.	 	Representations and Warranties
	 
	 	 	Each party hereto represents and warrants that it is willing to execute the Agreement and
comply with the provisions of the Agreement.
	 
	2.	 	Termination of Yuqing’s Capital Increase Documents






	 	2.1	 	Yuqing, Fogen Yang, Cui Yuan, Weidong Zhu, Chengye Guo and Hongmen agree to
terminate Yuqing’s Capital Increase Documents. Any obligation under Yuqing’s Capital
Increase Documents which has not been fulfilled prior to or on the date of the Agreement
will not be performed any more.
	 
	 	2.2	 	Yuqing agrees to convert RMB one million and nine hundred thousand (RMB1,900,000),
the increased capital amount (“Unregistered Increased Capital”) which Yuqing remitted to
Hongmen’s capital increase account (A/C.: 216140100100068164) on June 27, 2007 according
to No. 3 Capital Investment Documents into the loan granted by Yuqing to Hongmen, and the
latter shall make repayment on schedule. Therefore, Yuqing and Hongmen shall take all
legal and feasible measures, including, but not limited to, a) altering Hongmen’s books,
balance sheets and other financial statements; b) revoking the Capital Verification
Report of Shanghai Hongmen Advertising Co., Ltd. issued by Shanghai Qinye CPA Firms on
July 4, 2007, amendments to the articles of association, resolutions of the shareholders’
meeting and other relevant documents signed by Yuqing and Weidong Zhu; and c) applying to
the administration for industry and commerce for withdrawing all relevant information
materials submitted by Hongmen for the procedures of the said unregistered increased
capital and terminating all procedures concerned.






	3.	 	Warranties and Undertakings of All Parties to Yuqing’s Capital Increase Documents






	 	3.1	 	All parties to Yuqing’s Capital Increase Documents warrant to PAMC Group that the
parties have no dispute on the performance of Yuqing’s Capital Increase Documents up to
the date of the Agreement and will not claim any right relating to Yuqing’s Capital
Increase Documents against PAMC Group due to the latter’s acceptance of all the equity
interest of Hongmen held by Yuqing.
	 
	 	3.2	 	Yuqing makes warranties and undertakings to PAMC Group that after Hongmen repays
the Unregistered Increased Capital according to PAMC’s Capital Increase Agreement and
Yuqing’s loans as mentioned in Article 3.2.1 of the aforesaid Agreement:






	 	3.2.1	 	Hongmen has not any other debt owed to Yuqing any more;
	 
	 	3.2.2	 	Yuqing will have no rights under Yuqing’s Capital Investment
Documents and will not claim against PAMC Group and Hongmen by virtue of any
question concerning matters with respect to Yuqing’s Capital Investment
Documents;
	 
	 	3.2.3	 	PAMC Group is not liable for any of Yuqing’s obligations under
Yuqing’s Capital Investment Documents as a result of acceptance of all the equity
interest of Hongmen held by Yuqing; and
	 
	 	3.2.4	 	Yuqing shall be responsible for all losses caused to PAMC Group
relating to Yuqing’s Capital Investment Documents as a result of acceptance of
all the equity interest of Hongmen held by Yuqing.




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	4.	 	Governing Law and Dispute Settlement






	 	4.1	 	The Agreement shall be governed by and interpreted in accordance with the laws of
the People’s Republic of China.
	 
	 	4.2	 	Arbitration






	 	4.2.1	 	Each party shall endeavor to settle any and all disputes arising
from or relating to the Agreement through amiable negotiation. If any dispute
cannot be settled through negotiation within sixty (60) days after one party
notifies the other parties, such dispute (including disputes on the effectiveness
or existence of the Agreement) shall be submitted to China International Economic
and Trade Arbitration Commission Shanghai Sub-Commission for arbitration
according to the prevailing arbitration rules.
	 
	 	4.2.2	 	Arbitral awards shall be final and binding upon the Parties and
may be enforced according to the relevant rules.
	 
	 	4.2.3	 	Arbitration fee shall be borne by the losing party/parties or the
party/parties designated by the arbitration tribunal. If one party deems it
necessary to enforce arbitral awards via any kind of lawsuit, the breaching
party/parties shall be liable for all reasonable expenses and costs, including,
but not limited to reasonable legal fee and costs for any additional lawsuit or
arbitration incurred by non-breaching party/parties for enforcement of arbitral
awards.
	 
	 	4.2.4	 	Each and all Parties shall perform the Agreement continually in
all aspects during dispute settlement, except for those in dispute.






	5.	 	Liability for Breach of Contract
	 
	 	 	In case of any breach of the Agreement, the breaching party/parties shall compensate the other
parties for all losses arising therefrom.
	 
	6.	 	Miscellaneous






	 	6.1	 	Entire agreement: The Agreement, as well as schedules and appendices (if any), is
the sole conclusive document which describes each party’s intention in a complete and
accurate manner and constitutes the entire agreement among the Parties concerning the
subject matter hereof. There is no other statement, warranty or agreement which may
prevail over the present Agreement. Except with written consents of the Parties, any
amendment to, supplementation with and deletion of any of the terms and conditions hereof
shall not be binding upon the Parties.
	 
	 	6.2	 	Waiver: Each party’s waiver of default or negligence hereunder shall not be deemed
as its waiver of any other default or negligence, whether the natures are similar or not.
Each party’s single or partial exercise of any right thereof shall not exclude its future
exercise of such right. No Waiver may be valid unless the written document bearing the
signature of the authorized representative of the waiving party has been made and such
written document is confirmed as a waiver according to literal meaning.
	 
	 	6.3	 	Severability: When any of the provisions of the Agreement is held invalid for any
reason whatsoever, the invalidity shall not affect the remaining provisions hereof unless
the invalidity has materially affected further performance of the whole Agreement, and
the invalid provision shall be deemed as deleted from the Agreement. Through negotiation
the Parties may enter into a supplementary agreement to specify relevant affairs.
	 
	 	6.4	 	Third Person’s Interest: The Agreement shall be binding upon and inure to the
benefit of each party hereto and its successors and authorized assigns. No provision
hereof may be deemed expressly or impliedly as granting rights, remedies or obligations
to any person




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	 	 	 	other than the Parties and their respective successors and assigns.
	 
	 	6.5	 	Notice: Any and all notices, demands, requests, acknowledges and other
correspondences in connection with the Agreement must be made in writing and served to
the following addresses (or other addresses informed by relevant parties hereto in
writing) by hand, by express or registered letter with a receipt. Any and all notices,
demands, requests, acknowledges and other correspondences in connection with the
Agreement may be deemed as served: 1) in case of delivery by hand, at the time of
delivery; 2) in case of express delivery, three (3) days from the delivery and in case of
arrival within three (3) days, the date of actual arrival; and 3) in case of registered
mail (or airmail letter to other countries), five (5) days after mailing and in case of
arrival within five (5) days, the date of actual arrival.





	 	 	 
	To

	 	Shanghai Yuqing Advertising Broadcasting Co., Ltd.
	 

	 	Add.: Room 3303, Junling Plaza, No. 500 Chengdu Road N, Shanghai
	 

	 	Attn.: Gang Zheng
	 

	 	Tel: 021-63618021
	 

	 	Fax: 021-63619051
	 
	 	 
	To

	 	Fogen Yang
	 

	 	Add.: 2/F, 1A Tower, No. 345 Lane, Xinhua Road, Shanghai
	 

	 	Tel: 021-62810161
	 

	 	Fax: 021-52540919
	 
	 	 
	To

	 	Cui Yuan
	 

	 	Add.: 2/F, 1A Tower, No. 345 Lane, Xinhua Road, Shanghai
	 

	 	Tel: 021-62810161
	 

	 	Fax: 021-52540919
	 
	 	 
	To

	 	Weidong Zhu
	 

	 	Add.: 2/F, 1A Tower, No. 345 Lane, Xinhua Road, Shanghai
	 

	 	Tel: 13901729948
	 

	 	Fax: 021-52540919
	 
	 	 
	To

	 	Chengye Guo
	 

	 	Add.: Room 303, Entrance 4, Building 7, Block
2, Shuanghuayuan Nanli, Chaoyang District, Beijing
	 

	 	Tel: 13901210748
	 

	 	Fax: 010-87721723
	 
	 	 
	To

	 	Shanghai Hongmen Advertising Co., Ltd.
	 

	 	Add.: 2/F, 1A Tower, No. 345 Lane, Xinhua Road, Shanghai






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	 	Attn.: Yun Yang
	 

	 	Tel: 021-62810161
	 

	 	Fax: 021-52540919
	 
	 	 
	To

	 	Pacific Asia Mode Cube Limited
	 

	 	Add.: 8/F, Tower B, International Plaza, No.19, Jianguomenwai Avenue
	 

	 	Attn.: Ying Zhu
	 

	 	Tel: 010-58692980
	 

	 	Fax: 010-58692960
	 
	 	 
	To

	 	Redgate Media AD Co., Ltd.
	 

	 	Add.: 8/F, Tower B, International Plaza, No.
19, Jianguomenwai Avenue, Beijing
	 

	 	Attn.: Ying Zhu
	 

	 	Tel: 010-58692980
	 

	 	Fax: 010-58692960







	 	6.6	 	Headings: All the headings used in the Agreement are inserted only for reference
and may not affect the interpretation or meaning of the Agreement in any form.
	 
	 	6.7	 	Publicity: Unless laws and regulations contain contrary provisions, without the
prior written consents of the other parties (such consent may not be withheld without any
justified reason), any party or its agent may not make any public announcement concerning
the Agreement or any other or subsequent document executed with respect to the issues as
mentioned herein.
	 
	 	6.8	 	Language: The Agreement is written in Chinese.
	 
	 	6.9	 	Counterparts: The Agreement is made in eight (8) copies, one for each party.






               (The remainder of this page is intentionally left blank with the signature page attached.)



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Execution Page




	 	 	 	 	 
	Shanghai Yuqing Advertising Broadcasting Co., Ltd.

 	 	 
	Legal Representative or Authorized Representative:
 	/s/ Cuiping Xu
 	 
	 
	 
	Fogen Yang

 	 	 
	Signature:  	/s/ Weidong Zhu
 	 	 
	 
	 
	Cui Yuan

 	 	 
	Signature:  	/s/
Weidong Zhu	 	 
	 
	 
	Weidong Zhu

 	 	 
	Signature:  	/s/ Weidong Zhu
 	 	 
	 
	 
	Chengye Guo

 	 	 
	Signature:  	/s/ Chengye Guo
 	 	 
	 



	 	 	 	 	 
	Shanghai Hongmen Advertising Co., Ltd. [company seal]
	 	 	 	 
	 
	Legal Representative or Authorized Representative:

	 	/s/ Cuiping Xu
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Pacific Asia Mode Cube Limited [company seal]
	 	 	 	 
	 
	Legal Representative or Authorized Representative:

	 	/s/ Peter Bush Brack	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Redgate Media AD Co., Ltd. [company seal]
	 	 	 	 
	 
	Legal Representative or Authorized Representative: :

	 	/s/ Yue Jin	 	 
	 

	 	 	 	 






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