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EXHIBIT 10.3


                                   OPERATING AGREEMENT

Date :      February 28, 2006

Parties of the Agreement:

Party A:    Guangzhou Titan Media Company Limited ("Titan Media")

Address:    12/F Aerospace Skyscraper, Shenzhen, China

Party B:    Guangzhou Chuangrun Advertising Co. Ltd. ("GZ Chuangrun")

Address:    168 Jiangnan Da Dao Zhong, CNOOC Building, 12/F, Guangzhou, China

Party C:    China Media1 Corp. ("CMDA")

Address:    2020 Main Street, Suite 500, Irvine, California, USA

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Recital:

1.    The legal owner of Titan Media is Mr. Jing Liang. Titan Media has signed a
      10 year agreement with Shenzhen Baoan International Airport for 12 large
      size and 24 regular size scrolling advertising signs. The owner of GZ
      Chuangrun is Mr. Hanxiong Cai. CMDA is a Nevada incorporated company
      listed on the NASD OTCBB. Mr. Hanxiong Cai is its Chairman and Mr. Ernest
      Cheung is its President.

2.    In an agreement dated January 28, 2006, CMDA acquired the above mentioned
      contract from Titan Media.

3.    Titan Media and CMDA wishes to appoint GZ Chuangrun as exclusive agent for
      the above mentioned advertising contract, and hereby agrees to the
      following.

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Hereby agrees as follows:

1.    The Shenzhen Baoan International Airport agreement for 12 large size
      advertising signage locations and 24 regular size advertising signage
      locations stay under Titan Media, but all benefits revert back to CMDA. In
      furtherance of the foregoing, for the term of the Shenzhen Baoan
      International Airport agreement:

      (a ) Titan Media hereby assigns and transfers to CMDA all revenues
      generated from the operations relating to the agreement with the Shenzhen
      Baoan International Airport for the 12 large size advertising signage
      locations and 24 regular size advertising signage locations (the "Airport
      Revenues").

      (b) CMDA shall cause to be paid from the Airport Revenues all of the
      operating expenses of GZ Chuangrun incurred relating to the agreement with
      the Shenzhen Baoan International Airport for the 12 large size advertising
      signage locations and 24 regular size advertising signage locations (the
      "Airport Expenses"), including, but not limited to, trade accounts
      payable, real property lease obligations, employee obligations, and taxes.

      (c) CMDA shall use the Airport Revenues collected to pay the Airport
      Expenses until the expiration of each of the Shenzhen Baoan International
      Airport agreements.

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2.    CMDA will pay the following management fees to GZ Chuangrun as
      compensation for GZ Chuangrun acting as agent for CMDA. The management fee
      includes all daily operating expenses, but does not include project
      deposits and upfront fees, US$100,000 per quarter starting from Quarter 2,
      2006.

3.    The above management fee is payable every quarter end.

4.    The above management fee only includes the Shenzhen Baoan International
      Airport for the 12 large size advertising signage locations and 24 regular
      size advertising signage locations.

5.    As the Chairman of the Board and largest shareholder of CMDA, Mr. Cai
      Hanxiong will do his utmost to protect CMDA's interest and act as guardian
      of this agreement.

6.    All other matters will be decided by the board of directors of all
      parties.

This Agreement is signed this 28th day of February, 2006 and is effective
immediately.


---------------------------             --------------------------
(Titan Media)                           (GZ Chuangrun)
(Jing Liang, Legal Rep.)                (Hanxiong Cai, Legal Rep.)


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(China Media1 Corp.)
(Ernest Cheung, President)