demand_ex10x3.htm


    Exhibit 10.3

     

     

    
 

    CONFIDENTIAL

    


    


    


     

    


    EQUITY
PLEDGE AGREEMENT

    


    


    AMONG

    


    Xianbin
MENG,

    Xiaobo
SHEN,

    HANGZHOU
MYL COMMERCIAL SERVICE CO., LTD.

    AND

    HANGZHOU
MYL BUSINESS ADMINISTRATION CONSULTING CO., LTD.

    


    


     

    


    


    


    


    


    May 1,
2009

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


    EQUITY
PLEDGE AGREEMENT

    


    This
EQUITY PLEDGE AGREEMENT (hereinafter, this "AGREEMENT") is entered into in the
People's Republic of China (hereinafter, "PRC") on May 1, 2009 by and
between:

    


    (1)
Xianbin MENG

    Address:
Xianjin Village, Tielu Town, Langao County, Shanxi Province, PRC

    Identity
Card Number: 612426198009283412

    


    (2)
Xiaobo SHEN

    Address:40
Lane No.1025, Liuying Rd., Zhabei District, Shanghai, PRC

    Identity
Card Number: 310108198606112011

    


    (3) Hangzhou
MYL Commercial Service Co., Ltd. (Hereinafter "Hangzhou MYL
Commercial)

    Registered
Address: Room 603, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang,
PRC

    Legal
Representative: Xianbin MENG

    


    (4)
Hangzhou MYL Business Administration Consulting Co., Ltd..( "Hangzhou MYL
Consulting")

    Registered
Address: Room 604, 260 South Hushu Rd., Gongshu District; Hangzhou, Zhejiang,
PRC

    Legal
Representative: Kaien LIANG

    


    The above
Parties hereinafter each referred to as a "PARTY" individually, and
collectively, the "PARTIES". Among them, Xianbin MENG and Xiaobo SHEN
hereinafter referred to as an "INDIVIDUAL PLEDGOR" individually, and
collectively, the "INDIVIDUAL PLEDGORS"; the Individual Pledgor and HANGZHOU MYL
COMMERCIAL hereinafter referred to as a "PLEDGOR" individually, and
collectively, the "PLEDGORS"; Hangzhou MYL Consulting hereinafter referred to as
a "PLEDGEE".)

    


    WHEREAS:

    


    (1) As
of the date of this Agreement, Xianbin MENG and Xiaobo SHEN are the registered
shareholders of HANGZHOU MYL COMMERCIAL, legally holding all the equity of the
HANGZHOU MYL COMMERCIAL, of which Xianbin MENG holding 70% and Xiaobo SHEN
holding 30%.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (2) HANGZHOU
MYL COMMERCIAL will be the registered shareholder of HANGZHOU MYL COMMERCIAL
Subsidiaries to be established, legally holding all or the majority equity of
such companies when they are established.

    


    (3) Pursuant
to the Call Option Agreement dated May 1, 2009 among Hangzhou MYL Consulting,
the Pledgors and the Target Companies (as defined below) (hereinafter, the "CALL
OPTION AGREEMENT"), the Pledgors shall transfer part or all of the equity
interest of the Target Companies to Hangzhou MYL Consulting and/or any other
entity or individual designated by Hangzhou MYL Consulting at the request of the
Hangzhou MYL Consulting.

    


    (4) Pursuant
to the Shareholders' Voting Right Proxy Agreement dated May 1, 2009 among
Hangzhou MYL Consulting, the Target Company and the Pledgors (hereinafter, the
"PROXY AGREEMENT"), Pledgors have already irrevocably entrusted the personnel
designated by Hangzhou MYL Consulting then with full power to exercise on their
behalf all of their shareholders' voting rights in respect of the relevant
Target Companies.

    


    (5) Pursuant
to the Exclusive Service Agreement dated May 1, 2009 among Hangzhou MYL
Consulting and the Target Companies (hereinafter, the "SERVICE AGREEMENT"), the
Target Companies have already engaged Hangzhou MYL Consulting exclusively to
provide them with relevant management and consultation and other services, for
which the Target Companies will respectively pay Hangzhou MYL Consulting
services accordingly.

    


    (6) As
security for performance by the Pledgors of the Contract Obligations (as defined
below) and repayment of the Guaranteed Liabilities (as defined below), the
Pledgors agree to pledge all of their Target Company Equity to the Pledgee and
grant the Pledgee the right to request for repayment in first priority and the
Target Companies agree such equity pledge arrangement.

    


    THEREFORE,
the Parties hereby have reached the following agreement upon mutual
consultations:

    


    ARTICLE
1 – DEFINITION

    
 

    1.1  Except
as otherwise construed in the context, the following terms in this Agreement
shall be interpreted to have the following meanings:

    


    "CONTRACT
OBLIGATIONS" shall mean all contractual obligations of a Pledgor under the Call
Option Agreement and Proxy Agreement; all contractual obligations of a Target
Company under the Exclusive Service Agreement, Call Option Agreement, Proxy
Agreement; and all contractual obligations of a Pledgor under this
Agreement.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "TARGET
COMPANY" shall mean, to Xianbin MENG and Xiaobo SHEN, HANGZHOU MYL COMMERCIAL;
and to HANGZHOU MYL COMMERCIAL, any and all HANGZHOU MYL COMMERCIAL Subsidiaries
to be established.

    


    "GUARANTEED
LIABILITIES" shall mean all direct, indirect and consequential losses and losses
of foreseeable profits suffered by Pledgee due to any Breaching Event (as
defined below) a Pledgor and/or a Target Company, and all fees incurred by
Pledgee for the enforcement of the Contractual Obligations of a Pledgor and/or a
Target Company.

    


    "TRANSACTION
AGREEMENTS" shall mean the Call Option Agreement and the Proxy Agreement in
respect of a Pledgor; the Exclusive Service Agreement, and Proxy Agreement in
respect of a Target Company.

    


    "BREACHING
EVENT" shall mean any breach by either Pledgor of its Contract Obligations under
the Proxy Agreement, Call Option Agreement or this Agreement; any breach by a
Target Company of its Contract Obligations under the Service Agreement, Call
Option Agreement and/or Proxy Agreement.

    


    "PLEDGED
PROPERTY" shall mean (1) in respect of Xianbin MENG and Xiaobo SHEN, all of the
equity interests in HANGZHOU MYL COMMERCIAL which are legally owned by them as
of the effective date hereof and is to be pledges by them to the Pledgee
according to provisions hereof as the security for the performance by them and
HANGZHOU MYL COMMERCIAL of their Contractual Obligations, and the increased
capital contribution and equity interest described in Articles 2.6 and 2.7
hereof;(2) in respect of HANGZHOU MYL COMMERCIAL, all of the equity interest in
the Target Companies which will be legally owned by it when such Target
Companies are to be established and is to be pledged to the Pledgee by it
according to provisions hereof as the security for the performance of the
Contractual Obligations by it and the Target Companies, and the increased
capital contribution and equity interest described in Articles 2.6 and 2.7
hereof.

    


    "PRC LAW"
shall mean the then valid laws, administrative regulations, administrative
rules, local regulations, judicial interpretations and other binding regulatory
documents of the People's Republic of China.

    


    1.2  The
references to any PRC Law herein shall be deemed:

    


     (1)  to
include the references to the amendments, changes, supplements and reenactments
of such law, irrespective of whether they take effect before or after the
formation of this Agreement; and

    


     (2)  to
include the references to other decisions, notices or regulations enacted in
accordance therewith or effective as a result thereof.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.3  Except
as otherwise stated in the context herein, all references to an Article, clause,
item or paragraph shall refer to the relevant part of this
Agreement.

    


    ARTICLE
2 - EQUITY PLEDGE

     

    2.1   Each
Pledgor hereby agrees to pledge the Pledged Property, which it legally owns and
has the right to dispose of, to Pledgee according to the provisions hereof as
the security for the performance of the Contract Obligations and the repayment
of the Guaranteed Liabilities. Each Target Company hereby agrees that the
Pledgors legally holding equity interest in it to pledge the Pledged Property to
the Pledgee according to the provisions hereof.

    


    2.2  Each
Pledgor hereby undertakes that it will be responsible for, recording the
arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE") on
the shareholder register of each Target Company on the date hereof, and will do
its best endeavor to make registration with registration authorities of industry
and commerce of each Target Company. Each Target Company respectively undertakes
that it will do its best to cooperate with the Pledgors to complete the
registration with authorities of industry and commerce under this
Article.

    


    2.3  During
the valid term of this Agreement, except for the willful misconduct or gross
negligence of Pledgee which has direct cause and effect relationship the
reduction in value of the Pledged Property, Pledgee shall not be liable in any
way to, nor shall Pledgors have any right to claim in any way or propose any
demands on Pledgee, in respect of the said reduction in value of the Pledged
Property.

    


    2.4   To
the extent not violating provision of Article 2.3 above, in case of any
possibility of obvious reduction in value of the Pledged Property which is
sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction or
sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors
to use the proceeds from such auction or sale-off as pre-repayment of the
Guaranteed Liabilities, or may submit such proceeds to the local notary
institution where Pledgee are domiciled (any fees incurred in relation thereto
shall be borne by Pledgors).

    


    2.5  Hangzhou
MYL Consulting as Pledgee shall be deemed to have created the encumbrance of
first order in priority on the Pledged Property, and in case of any Breaching
Event, Pledgee shall have the right to dispose of the Pledged Property in the
way set out in Article 4 hereof.

    


    2.6  Only
upon prior consent by Pledgee shall Pledgors be able to increase their capital
contribution to any or all of the Target Companies. Further capital contribution
made by Pledgor (s) in the Target Company shall also be part of the Pledged
Property.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.7  Only
upon prior consent by Pledgee shall Pledgors be able to receive dividends or
share profits from the Pledged Property. The dividends or the profits received
by Pledgors from the Pledged Property shall be deposited into Pledgee's bank
account designated by Pledgee respectively, to be under the supervision of
Pledgee and used as the Pledged Property to repay in priority the Guaranteed
Liabilities.

    


    2.8   Xianbin
MENG and Xiaobo SHEN agree to bear joint liabilities respectively to Pledgee
upon occurrence of any Breaching Event on the part of HANGZHOU MYL COMMERCIAL
and Pledgee shall have the right, upon occurrence of the Breaching Event, to
dispose of any Pledged Property of either of Pledgors in accordance with the
provisions hereof.

    


    ARTICLE
3 - RELEASE OF PLEDGE

     

    In
respect of equity interest of any Target Company, upon full and complete
performance by relevant Pledgors of all of their Contractual Obligations,
Pledgee shall, at the request of relevant Pledgors, release the pledge created
on such Target Company under this Agreement, and shall cooperate with relevant
Pledgors to go through the formalities to cancel the record of the Equity Pledge
in the shareholder register of the relevant Target Company, with the reasonable
fees incurred in connection with such release to be borne by Pledgee with the
same proportion.

    


    ARTICLE
4 - DISPOSAL OF THE PLEDGED PROPERTY

     

    4.1   Pledgors,
Target Companies and Pledgee hereby agree that, in case of any Breaching Event,
Pledgee shall have the right to exercise, upon giving written notice to
Pledgors, all of the remedial rights and powers enjoyable by them under PRC Law,
including but not limited to being repayment in priority with proceeds from
auctions or sale-offs of the Pledged Property. Pledgee shall not be liable for
any loss as the result of their reasonable exercise of such rights and
powers.

    


    4.2  Pledgee
shall have the right to designate in writing its legal counsel or other agents
to exercise on their respective behalf any and all rights and powers set out
above, and neither Pledgors nor Target Companies shall not oppose
thereto.

    


    4.3  The
reasonable costs incurred by Pledgee in connection with their exercise of any
and all rights and powers set out above shall be borne by Pledgors, and Pledgee
shall have the right to deduct the costs actually incurred from the proceeds
that they acquire from the exercise of the rights and powers.

    


    4.4  The
proceeds that Pledgee acquire from the exercise of their
respective  rights and powers shall be used in the priority order as
follows:

    


    First, to
pay any cost incurred in connection with the disposal of   the
Pledged Property and the exercise by Pledgee of their respective rights and
powers (including remuneration paid to their respective legal counsels and
agents);

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    - Second,
to pay any taxes and levies payable for the disposal of the Pledged Property;
and

    


    -Third,
to repay Pledgee for the Guaranteed Liabilities.

    


    In case
of any balance after payment of the above amounts, Pledgee shall return the same
to Pledgors or other persons entitled thereto according to the relevant laws and
rules or submit the same to the local notary institution where Pledgee are
domiciled (any fees incurred in relation thereto shall be borne by
Pledgors).

    


    4.5  Pledgee
shall have the option to exercise, simultaneously or in certain sequence, any of
the remedies at breaching that it is entitled to in respect of the equity
interest of any Target Company holding by any Pledgor; Pledgee shall not be
obliged to exercise other remedies at breaching before their exercise of the
right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors
or Target Companies shall not oppose to whether Pledgee exercise any part of the
right to the pledge or the sequence of exercising the pledge
interest.

    


    ARTICLE
5 - FEES AND COSTS

     

    All costs
actually incurred in connection with the establishment of the Equity Pledge
hereunder, including but not limited to stamp duties, any other taxes, all legal
fees, etc shall be borne by Pledgee with the same proportion.

    


    ARTICLE
6 - CONTINUITY AND NO WAIVE

     

    The
Equity Pledge hereunder is a continuous guarantee, with its validity to continue
until the full performance of the Contractual Obligations or the full repayment
of the Guaranteed Liabilities. Neither exemption or grace period granted by
Pledgee to Pledgors in respect of their breach, nor delay by Pledgee in
exercising any of their rights under this Agreement shall affect the rights of
Pledgee under this Agreement, relevant PRC Law, the rights of Pledgee to demand
at anytime thereafter the strict performance of this Agreement by Pledgors or
the rights Pledgee may be entitled to due to subsequent breach by Pledgors of
the obligations under this Agreement.

     

    ARTICLE
7 - REPRESENTATIONS AND WARRANTIES BY PLEDGORS

     

    Each of
Pledgors hereby, in respect of itself and Target Company in which it holds
equity interest, represents and warrants to Pledgee as follows:

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.1   Each
Individual Pledgor is a PRC citizen with full capacity of disposition and has
obtained due authorization to execute, deliver and perform this Agreement and
can independently be a subject of actions; HANGZHOU MYL COMMERCIAL is a limited
liability corporation duly incorporated and validly existing under PRC Law, has
full right and authorization to execute and deliver this Agreement and other
documents relating to the transaction as stipulated in this Agreement and to be
executed by them. It also has full right and authorization to complete the
transaction stipulated in this Agreement.

    


    7.2  Target
Company will be a limited liability entity duly incorporated and validly
existing under PRC Law, it has independent status as a legal person; it has full
and independent legal status and capacity to execute, deliver and perform this
Agreement and can independently be a subject of actions. It has full right and
authorization to execute and deliver this Agreement and other documents relating
to the transaction as stipulated in this Agreement and to be executed by them.
It also has full right and authorization to complete the transaction stipulated
in this Agreement.

    


    7.3  All
reports, documents and information concerning Pledgors and all matters as
required by this Agreement which are provided by Pledgors to Pledgee before this
Agreement comes into effect are true, correct and effective in all material
aspects as of the execution hereof.

    


    7.4  At
the time of the effectiveness of this Agreement, Pledgors are the sole legal
owner of the Pledged Property, with no existing dispute whatever concerning the
ownership of the Pledged Property. Pledgors have the right to dispose of the
Pledged Property or any part thereof.

    


    7.5  Except
for the encumbrance set on the Pledged Property hereunder and the rights set
under the Transaction Agreements, there is no other encumbrance or third party
interest set on the Pledged Property.

    


    7.6  The
Pledged Property is capable of being pledged or transferred according to the
laws, and Pledgors have the full right and power to pledge the Pledged Property
to Pledgee according to this Agreement.

    


    7.7  This
Agreement constitutes the legal, valid and binding obligations on Pledgors when
it is duly executed by Pledgors.

    


    7.8  Any
consent, permission, waive or authorization by any third person, or any
approval, permission or exemption by any government authority, or any
registration or filing formalities (if required by laws) with any government
authority to be handled or obtained in respect of the execution and performance
hereof and the Equity Pledge hereunder have already been handled or obtained,
and will be fully effective during the valid term of this
Agreement.

     
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.9   The
execution and performance by Pledgors of this Agreement are not in violation of
or conflict with any laws applicable to them, or any agreement to which they are
a party or which has binding effect on their assets, any court judgment, any
arbitration award, or any administration authority decision.

    


    7.10  The
pledge hereunder constitutes the encumbrance of first order in priority on the
Pledged Property.

    


    7.11  All
taxes and fees payable in connection with acquisition of the
Pledged  Property have already been paid in full amount by
Pledgors.

    


    7.12  There
is no pending or, to the knowledge of Pledgors, threatened litigation, legal
process or demand by any court or any arbitral tribunal against Pledgors, or
their property, or the Pledged Property, nor is there any pending or, to the
knowledge of Pledgors, threatened litigation, legal process or demand by any
government authority or any administration authority against Pledgors, or their
property, or the Pledged Property, which is of material or detrimental effect on
the economic status of Pledgors or their capability to perform the obligations
hereunder and the Guaranteed Liabilities.

    


    7.13           Pledgors
hereby warrant to Pledgee that the above representations and warranties will
remain true, correct and effective at any time and under any circumstance before
the Contractual Obligations are fully performed or the Guaranteed Liabilities
are fully repaid, and will be fully complied with.

    


    ARTICLE
8 - REPRESENTATIONS AND WARRANTIES

    IN
RESPECT OF TARGET COMPANY

     

    HANGZHOU
MYL COMMERCIAL hereby represents and warrants to Pledgee that HANGZHOU MYL
COMMERCIAL and each Target Company: :

    


    8.1  is
or will be a limited liability corporation or entity duly incorporated and
validly existing under PRC Law, with full capacity of disposition and has
obtained due authorization to execute, deliver and perform this Agreement and
can independently be a subject of actions.

    


    8.2  All
reports, documents and information concerning Pledged Property and all matters
as required by this Agreement which are provided by HANGZHOU MYL COMMERCIAL to
Pledgee before this Agreement comes into effect are true, correct and effective
in all material aspects as of the execution hereof.

    


    8.3  All
reports, documents and information concerning Pledged Property and all matters
as required by this Agreement which are provided by HANGZHOU MYL COMMERCIAL to
Pledgee after this Agreement comes into effect are true, correct and effective
in all material aspects upon provision.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.4  This
Agreement constitutes the legal, valid and binding obligations on HANGZHOU MYL
COMMERCIAL when it is duly executed by HANGZHOU MYL COMMERCIAL.

    


    8.5  It
has full right and authorization to execute and deliver this Agreement and other
documents relating to the transaction as stipulated in this Agreement and to be
executed by them. It also has full right and authorization to complete the
transaction stipulated in this Agreement.

    


    8.6   There
is no pending or, to the knowledge of HANGZHOU MYL COMMERCIAL, threatened
litigation, legal process or demand by any court or any arbitral tribunal
against HANGZHOU MYL COMMERCIAL, or their property (including but are not
limited to the Pledged Property), nor is there any pending or, to the knowledge
of HANGZHOU MYL COMMERCIAL, threatened litigation, legal process or demand by
any government authority or any administration authority against HANGZHOU MYL
COMMERCIAL, or their property (including but are not limited to the Pledged
Property), which is of material or detrimental effect on the economic status of
HANGZHOU MYL COMMERCIAL or their capability to perform the obligations hereunder
and the Guaranteed Liabilities.

    


    8.7   Each
of HANGZHOU MYL COMMERCIAL hereby agree to bear joint responsibilities to
Pledgee in respect of the representations and Warranties made by its relevant
Pledgor according to Article 7.5, Article 7.6, Article 7.7, Article 7.9 and
Article 7.11 hereof.

    


    8.8  HANGZHOU
MYL COMMERCIAL hereby warrant to Pledgee that the above representations and
warranties will remain true, correct and effective at any time and under any
circumstance before the Contractual Obligations are fully performed or the
Guaranteed Liabilities are fully repaid, and will be fully complied
with.

    


    ARTICLE
9 - UNDERTAKINGS BY PLEDGORS

     

    Each of
Pledgors hereby individually undertakes to Pledgee in respect of it and Its
Target Company of which it holds equity as follows:

    


    9.1  Without
the prior written consent by Pledgee, Pledgors shall not establish or permit to
establish any new pledge or any other encumbrance on the Pledged
Property.

    


    9.2  Without
first giving written notice to Pledgee and having Pledgee's prior written
consent, Pledgors shall not transfer the Pledged Property, and any attempt by
Pledgors to transfer the Pledged Property shall be null and void. The proceeds
from transfer of the Pledged Property by Pledgors shall be used to repay to
Pledgee in advance the Guaranteed Liabilities or submit the same to the third
party agreed with Pledgee.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.3  In
case of any litigation, arbitration or other demand which may affect
detrimentally the interest of Pledgors or Pledgee under the Transaction
Agreements and hereunder or the Pledged Property, Pledgors undertake to notify
Pledgee thereof in writing as soon as possible and promptly and shall take, at
the reasonable request of Pledgee, all necessary measures to ensure the pledge
interest of Pledgee in the Pledged Property.

    


    9.4  Pledgors
shall not carry on or permit any act or action which may affect detrimentally
the interest of Pledgee under the Transaction Agreements and hereunder or the
Pledged Property.

    


    9.5  Pledgors
guarantee that they shall, at the reasonable request of Pledgee, take all
necessary measures and execute all necessary documents (including but not
limited to supplementary agreement hereof) in respect of ensuring the pledge
interest of Pledgee in the Pledged Property and the exercise and realization of
the rights thereof.

    


    9.6  In
case of assignment of any Pledged Property as the result of the exercise of the
right to the pledge hereunder, Pledgors guarantee that they will take all
necessary measures to realize such assignment.

    


    9.7  Xianbin
MENG and Xiaobo SHEN undertake individually to bear joint responsibilities with
the other party if the performance of the Article 9 thereof of the other Party
refers to HANGZHOU MYL COMMERCIAL; while HANGZHOU MYL COMMERCIAL undertake
individually to bear joint responsibilities with the other party if the
performance of Article 9 thereof of the other party refers to any Target
Company.

    


    ARTICLE
10 - UNDERTAKINGS BY TARGET COMPANY

     

    10.1 Any
consent, permission, waive or authorization by any third person, or any
approval, permission or exemption by any government authority, or any
registration or filing formalities (if required by laws) with any government
authority to be handled or obtained in respect of the execution and performance
hereof and the Equity Pledge hereunder will be cooperated to handle or obtain by
Target Company to their best and will be ensured to remain full effective during
the valid term of this Agreement.

    


    10.2  Without
the prior written consent by Pledgee, Target Company shall not cooperate to
establish or permit to establish any new pledge or any other encumbrance on the
Pledged Property.

    


    10.3  Without
having Pledgee's prior written consent, Target Company shall not cooperate to
transfer or permit to transfer the Pledged Property.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.4   In
case of any litigation, arbitration or other demand which may
affect  detrimentally the interest of Target Company or Pledgee under
the Transaction Agreements and hereunder or the equity of Target Company as the
Pledged Property, Target Company undertake to notify Pledgee thereof in writing
as soon as possible and promptly and shall take, at the reasonable request of
Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the
Pledged Property.

    


    10.5  Target
Company shall not carry on or permit any act or action which may affect
detrimentally the interest of Pledgee under the Transaction Agreements and
hereunder or the Pledged Property.

    


    10.6  Target
Company shall provide Pledgee with the financial statement of the last calendar
season within the first month of each calendar season, including but are not
limited to the balance sheet, the income statement and the statement of cash
flow.

    


    10.7  Target
Company shall guarantee that they shall, at the reasonable request of Pledgee,
take all necessary measures and execute all necessary documents (including but
not limited to supplementary agreement hereof) in respect of ensuring the pledge
interest of Pledgee in the Pledged Property and the exercise and realization of
the rights thereof.

    


    10.8  In
case of assignment of any Pledged Property as the result of the exercise of the
right to the pledge hereunder, Target Company guarantee that they will take all
necessary measures to realize such assignment.

    


    ARTICLE
11 - ENCUMBRANCE OF FIRST ORDER IN PRIORITY

     

    11.1   Hangzhou
MYL Consulting has the encumbrance of first order in priority on any and all
Pledged Property.  Pursuant to the stipulations of the Transaction
Agreement, any Breaching Event under any Transaction Agreement shall result in
the occurrence of Breaching Event under other Transaction Agreement, Hangzhou
MYL Consulting shall claim the pledge interest hereunder to Pledgor relevant to
the Breaching Event, and be repaid in priority in the proportion of their
respective security amount from the proceeds obtained according to the disposal
of Pledged Property stipulated in Article 4 hereof.


    ARTICLE
12 - CHANGE OF CIRCUMSTANCES

     

    12   As
supplement and subject to compliance with other terms of the Transaction
Agreements and this Agreement, in case that at any time the promulgation or
change of any PRC Law, regulations or rules, or change in interpretation or
application of such laws, regulations and rules, or the change of the relevant
registration procedures enables Pledgee to believe that it will be illegal or in
conflict with such laws, regulations or rules to further maintain the
effectiveness of this Agreement and/or dispose of the Pledged Property in the
way provided herein, Pledgors and Target Company shall, at the written direction
of Pledgee and in accordance with the reasonable request of Pledgee, promptly
take actions and/or execute any agreement or other document, in order
to:

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (1)           keep
this Agreement remain in effect;

    (2)           facilitate
the disposal of the Pledged Property in the way provided herein;
and/or

    (3)           maintain
or realize the intention or the guarantee established hereunder.

    


    ARTICLE
13 - EFFECTIVENESS AND TERM OF THIS AGREEMENT

    


    13.1   This
Agreement shall become effective upon the satisfaction of all of the following
conditions in respect of any Target Company and any Pledgor who holds the equity
of the Target Company:

    


    (1)  this
Agreement is duly executed by Pledgors, the Target Company and the Pledgors who
pledge the equity of the Target Company; and

    


    (2) 
the Equity Pledge hereunder has been legally recorded in the shareholders'
register of the Target Company.

    


    Pledgors
shall provide the registration certification of the Equity Pledge being recorded
in the shareholders' register as mentioned above to Pledgee in a way
satisfactory to Pledgee.

    


    13.2   This
Agreement shall have its valid term until the full performance of the
Contractual Obligations or the full repayment of the Guaranteed
Liabilities.

    


    ARTICLE
14  - NOTICE

     

    14.1   Any
notice, request, demand and other correspondences made as required by or in
accordance with this Agreement shall be made in writing and delivered to the
relevant Party.

    


    14.2   The
abovementioned notice or other correspondences shall be deemed to have been
delivered when it is transmitted if transmitted by facsimile or telex; it shall
be deemed to have been delivered when it is delivered if delivered in person; it
shall be deemed to have been delivered five (5) days after posting the same if
posted by mail.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
15 – MISCELLANEOUS

    


    15.1 
Pledgee may, upon notice to Pledgors but not necessarily with Pledgors' consent,
assign Pledgee's rights and/or obligations hereunder to any third party;
provided that Pledgors may not, without Pledgee's prior written consent, assign
Pledgors' rights, obligations and/or liabilities hereunder to any third party.
Successors or permitted assignees (if any) of Pledgors shall continue to perform
the obligations of Pledgors under this Agreement.

    


    15.2 
This Agreement shall be made in Chinese and English in quadruplicate, with each
involved Party holding one (1).

    


    15.3 
The formation, validity, execution, amendment, interpretation and termination of
this Agreement shall be subject to PRC Law.

    


    15.4  Any
disputes arising hereunder and in connection herewith shall be settled through
consultations among the Parties, and if the Parties cannot reach an agreement
regarding such disputes within thirty (30) days of their occurrence, such
disputes shall be submitted to China International Economic and Trade
Arbitration Commission Shanghai Branch for arbitration in Shanghai in accordance
with the arbitration rules of such Commission, and the arbitration award shall
be final and binding on all Parties.

    


    15.5  Any
rights, powers and remedies empowered to any Party by any provisions herein
shall not preclude any other rights, powers and remedies enjoyed by such Party
in accordance with laws and other provisions under this Agreement, and the
exercise of its rights, powers and remedies by a Party shall not preclude its
exercise of its other rights, powers and remedies by such Party.

    


    15.6  Any
failure or delay by a Party in exercising any of its rights, powers and remedies
hereunder or in accordance with laws (hereinafter, the "PARTY'S RIGHTS") shall
not lead to a waiver of such rights, and the waiver of any single or partial
exercise of the Party's Rights shall not preclude such Party from exercising
such rights in any other way and exercising the remaining part of the Party's
Rights.

    


    15.7  The
titles of the Articles contained herein shall be for reference only, and in no
circumstances shall such titles be used in or affect the interpretation of the
provisions hereof.

    


    15.8  Each
provision contained herein shall be severable and independent from each of other
provisions, and if at any time any one or more articles herein become invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions herein shall not be affected as a result
thereof.

    


    15.9 
This Agreement shall substitute any other documents on the same subject executed
by relevant Parties hereof once duly executed.

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    15.10  Any
amendments or supplements to this Agreement shall be made in writing. Except for
assignment by Pledgee of its rights hereunder according to Article 15.1 of this
Agreement, the amendments or supplements to this Agreement shall take effect
only when properly signed by the Parties to this Agreement. Notwithstanding the
preceding sentence, considering the rights and obligations of Target Company and
Pledgors are severable and independent, in case the amendment or supplement is
intended to have impact upon one Party of the Target Company and part of the
Pledgors who hold the equity interest, the amendment or supplement requires the
consent by the Target Company and the part of the Pledgors only and it is not
required to obtain the consent of other Target Company and other Pledgors (to
the extent the amendment or supplement does not have impact upon such
Pledgor).

    


    15.11
This Agreement shall be binding on the legal successors of the
Parties.

    


    15.12 At
the time of execution hereof, each of Pledgors shall sign respectively a power
of attorney (as set out in Appendix I hereto, hereinafter, the "POWER OF
ATTORNEY") to authorize any person designated by Hangzhou MYL Consulting to sign
on its behalf according to this Agreement any and all legal documents necessary
for the exercise by Pledgee of Hangzhou MYL Consulting's rights hereunder. Such
Power of Attorney shall be delivered to Hangzhou MYL Consulting to keep in
custody and, when necessary, Hangzhou MYL Consulting may at any time submit the
Power of Attorney to the relevant government authority.

    


    15.13
Notwithstanding any provision to the contrary in this Agreement, new companies
except the Target Company and its shareholders can be included as one party of
this Agreement by executing the Acknowledgement Letter in the form of Appendix 3
to this Agreement. The new companies shall enjoy the same rights and obligations
as other Target Companies; the shareholders of the new companies shall enjoy the
same rights and obligations as other Pledgors hereunder. Considering that the
rights and obligations of the Target Company and relevant Pledgors under the
Agreement are severable and independent, the participation of the new target
companies and their shareholders will not affect the rights and obligations of
the original Target Company and relevant Pledgors, the participation of the new
target companies only requires confirmation of Hangzhou MYL Consulting by
signature.Each of the Target Company hereby irrevocably and unconditionally
agree the participation of the new companies and their shareholders and further
confirm that shareholders of any new target companies can pledge their equity of
the new target companies to Hangzhou MYL Consulting according to the stipulation
of this Agreement not necessarily with consent of the original Target Company or
their relevant Pledgors.

    


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remainder of this page is left blank]

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (EXECUTION
PAGE)

    IN
WITNESS HEREOF, the following Parties have caused this Equity Pledge Agreement
to be executed as of the date and in the place first here
abovementioned.

    


    


    


    Xianbin
MENG

    


    Signature
by:  /s/

    


    Xiaobo
SHEN

    


    Signature
by:  /s/

    


    Hangzhou
MYL Commercial Service Co., Ltd.

    


    Signed
by:    /s/

    Name:

    Position:

    


    


    Hangzhou
MYL Business Administration Consulting Co., Ltd.

    Name:

    Position:

    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
I:

    


    FORMAT OF
THE POWER OF ATTORNEY

    


    I/We,
____________, the undersigned, hereby authorize ____________, identity card
number ____________, as my/our duly authorized representative to sign on my/our
behalf all documents necessary or desirous for Hangzhou MYL Business
Administration Consulting Co., Ltd. to exercise their rights under the Equity
Pledge Agreement between Hangzhou MYL Business Administration Consulting Co.,
Ltd., Hangzhou MYL Commercial Service Co., Ltd., and me/us..

    


    


    


    


    Signature:

    Date:

     

     

     

     

    
 

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
II

    


    ACKNOWLEDGEMENT
LETTER

    


    Name:

    ID No.
(for a individual): _______________/or registered address (for an
entity):

    ("PARTICIPATED
PLEDGOR")

    and

    Name of
entity:

    registered
address: ____________________

    ("PARTICIPATED
TARGET COMPANY")

    hereby
agree to participate in the Equity Pledge Agreement dated May 1, 2009 between
Hangzhou MYL Business Administration Consulting Co., Ltd. (hereinafter "HANGZHOU
MYL CONSULTING"), and other relevant parties (hereinafter, "EQUITY PLEDGE
AGREEMENT") as an independent party. Participated Pledgors and Participated
Target Companies pledge the equity of the Participated Target Companies which
constitute ___% of the registered capital of the Participated Target Companies
to Hangzhou MYL Consulting as of the date of the Acknowledgement Letter to
secure the following contractual obligations:

    By
signing this Acknowledgement Letter, the Participated Pledgors and the
Participated Target Company shall make the same undertakings and warranties as
Pledgors and Target Companies do under the Equity Pledge Agreement, agree to
perform the same obligations as the Pledgors and Target Company thereunder, and
admit the rights and obligations of Parties thereunder.

    


    For and
on behalf of

    Participated
Pledgors

    Signed
by:

    Name:

    Position:

    


    For and
on behalf of

    Participated
Target Company

    Signed
by:

    Name:

    Position:                      

    


    For and
on behalf of

    Hangzhou
MYL Business Administration Consulting Co., Ltd.

    Signed
by:

    Name:

    Position: