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Exhibit 10.167
   EXCLUSIVE TECHNOLOGY CONSULTING
 AND SERVICE AGREEMENT
 BETWEEN
 CGEN DIGITAL TECHNOLOGY (SHANGHAI) COMPANY LTD
 AND
 SHANGHAI CGEN CULTURE COMMUNICATION COMPANY LTD




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This Exclusive Technology and Service Agreement Agreement
 CGEN Digital Technology (Shanghai) Company Ltd Party A PRC
 Shanghai CGEN Culture Communications Company Ltd (hereinafter Party B),
 WHEREAS
 (1)
    
    Party A is a company which is engaged in the business of digital communication application
technology, development and sales of computer hardware and software and relevant commercial,
technique and customer service with good experiences, specialty and resources in marketing,
customer support and technology consulting of such business.(2)
    
    Party B is a company which is engaged in the business of culture communications and
advertisement service and desires to further develop its business from time to time within its
business scope (hereinafter Party B Business) via co-operation with Party A.
 NOW, THEREFORE
 Article 1  Technology Consulting and Service
 1.1
    
    Both parties hereby agree that Party B shall, under the terms of the Agreement, appoint Party
A to provide exclusive service set forth in Schedule I.1.2
    
    Party B shall actively co-operate with Party A to complete the foregoing task, including but
not limited to furnishing relevant data, technique requirements and explanations.1.3
    
    The term of the Agreement is five (5) years. Both parties shall agree to an extension upon
request of Party A before the expiration of the Agreement and execute a separate exclusive
technology consulting and service agreement.1.4
    
    Party A is the exclusive provider of the technology consulting service to Party B under the
Agreement. Unless agreed in writing by Party A in advance, Party B shall not accept all or any
part of technology consulting and service under the Agreement by any third party.
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Article 2 Service Fees
 2.1
    
    Both parties agree, for the consideration to the technology consulting and technique service
provided by Party A to Party B under Article 1.1 hereof, Party B shall pay the service fee
reasonably determined by board of directors of Party A from time to time in a timely manner.
The amount of the service fee shall be determined upon the following factors:
 (a)
    
    technique difficulties and complexity of the service;(b)
    
    time spent by Party As staff for the consultation and service;(c)
    
    commercial value and details of the service; and(d)
    
    market price of similar service.
 2.2
    
    The foregoing service fee shall be paid quarterly. Party B shall pay service fee of previous
quarter to the bank account designated by Party A in accordance with invoice received within
fifteen (15) working days after the commerce of any quarter.
 2.3
    
    In case when Party A deems the mechanism of determining price of service fee becomes
unpractical for a reason and adjustments shall be made, Party B shall discuss with Party A in
an active and sincere manner within seven (7) working days after receiving written request of
adjusting service fee to determine a new fee schedule or mechanism.
 Article 3 Confidentiality
 3.1
    
    Party A shall enjoy exclusive and sole ownership of any rights and ownerships, interests and
all intellectual property rights, including but not limited to software copyrights, patents,
technique secrets and business secrets that are created during the performance of the
Agreement.
 3.2
    
    Party B shall made reasonable effort to ensure confidential of all or part of the information
of Party A that are marked CONFIDENTIAL or is known to Party B to be confidential
(Confidential Information). Unless agreed by Party A in writing, Party B shall not reveal,
inform or transfer such Confidential Information to any third party. Upon termination of the
Agreement, Party B shall return or destroy all documents, material or software that contain
Confidential Information in accordance with Party As request and delete any Confidential
Information from its memory device and prohibit any continuous use of such Confidential
Information. Party B shall make its employees , agents or professional consultants to comply
with this article.
 3.3
    
    Both parties agree that, regardless any amendment, suspension or termination of the
Agreement, the confidentiality clause shall remain valid unless terminated by both party in
writing.
 3.4
    
    Party B undertakes to indemnify Party As loss resulting from violation of this clause by
Party B.
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Article 4  Default Liability
 4.1
    
    In the case when Party B fails to pay Party A service fees in time under the terms of the
Agreement, it shall pay penalty for the delay. When such delay is over ten (10) working days,
Party A is entitled to execute its rights under the Equity Pledge Agreement between both
Parties within scope allowed by relevant laws.
 4.2
    
    Party A hereby indemnifies Party B against loss that results from breach of the Agreement of
Party A.
 Article 5  Force Majeure
 5.1
    
    Force Majeure under the Agreement are natural catastrophes such as war, fire, earthquake and
flood as well as any events that are unforeseeable at the time of execution of the Agreement
with inevitable occurrence.
 5.2
    
    Party hereto shall be exempted to its default liability when it is unable to perform its all
or any part of obligations under the Agreement or fail to perform such in time due to effect
of Force Majeure event but shall resume its performance when such effect disappears. When the
effect is such so as to make the performance of the Agreement becomes impossible, both parties
shall terminate the Agreement and seek discussion to other solution.
 Article 6  Amendment, Cancellation and Termination of the Agreement
 6.1
    
    Any valid amendment regarding the Agreement shall be executed in writing by both parties.
 6.2
    
    Either party hereto fails to perform within the agreed term under the Agreement, and still
fail to perform within the grace period of thirty (30) days, commencing on the expiry date of
the agreed performance period under the Agreement, the other party shall be entitled to notice
the defaulting party to terminate the Agreement. The termination will take effect from the day
of receipt of the notice.
 6.3
    
    During the term of the Agreement, in case of either party hereto applies for bankruptcy in
any form, is applied against by any third party, enters into liquidation proceedings, is
banned by the government to operate business, or loses its capacity as a legal person or other
legal entity competence, the other party is entitled to terminate the Agreement. The
termination will take effect from the day of receipt of the notice.
 6.4
    
    The amendment and termination shall not affect the rights of the party hereto to demand
compensation. Loss suffered by one party due to amendment or termination of the Agreement
shall be indemnified by the defaulting party unless excused by applicable laws.
 Article 7  Applicable Law and Dispute Resolution
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7.1
    
    The formation, validation, interpretation, performance, amendment, termination of the
Agreement and dispute resolution shall be governed by PRC law.
 7.2
    
    All disputes rising from the performance of the Agreement or in connection with the Agreement
shall be resolved by friendly consultation between both parties. In case where consultation
fails, the dispute then shall be submitted to China International Economic and Trade
Arbitration Commission Shanghai Branch for arbitration in accordance with then valid
arbitration rules of such Commission. The arbitration language shall be Chinese and the
arbitration award shall be final and binding on both parties to the dispute. The losing party
shall be liable for the arbitration fee.
 Article 8 Miscellaneous
 8.1
    
    The Agreement shall be effective on and from the date of execution and seal of both parties.
 8.2
    
    Both party may agree and enter into supplementary agreement after effectiveness and
performance of the Agreement for undue matters hereof or newly-emerged circumstances during
performance. The supplementary agreement is deemed as an integrated part of the Agreement.
 8.3
    
    The Agreement is produced in two (2) original copies with each party hold one copy. Each copy
carries same effect.
 8.4
    
    All notices for performing rights or obligations hereof shall be in writing. A notice shall
be deemed to have been delivered when it is actually arrived if delivered in person. It shall
be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex.
When the day when a delivery takes place fells on a non-business day or after business hour of
a business day, the next consecutive business day shall be deemed as the deliver day. The
deliver place shall be the addresses of the parties hereinabove mentioned or other addresses
that will be notified by parties from time to time in writing. In writing includes facsimile
and telex.
 8.5
    
    The Agreement is binding to both parties (including their successors and authorized
assignees). Unless agreed by the other party in writing in advance, either party shall not
assign any of rights or obligations it may have under the Agreement.
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IN WITNESS HEREOF, the Parties have caused this Agreement to be executed in Shanghai as of the date
below.
 CGEN Digital Technology (Shanghai) Company Ltd
 
 Shanghai CGEN Culture Communications Company Ltd
 
 th
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Schedule I
 Technology Consulting and Service Content
  1.
    
    to answer Party Bs technique questions related to Party Bs Business from time to time and
provide technology consulting opinion in a timely manner;2.
    
    to be responsible for the daily maintenance, supervision, setting and clearing of failure of
equipments of Party Bs business projects and computer internet;3.
    
    per Party Bs request from time to time, to research and collect related data and material
for specific technique problems and requirements that are emerged during the operation of
Party Bs business; to issue research reports and result within Party B requested timeline and
provide Party B with, including but not limited to, statement, reports, materials and data of
technique related designs, proposals, drawings, data, indicators, standards, software,
programs, data base and similar technology research;4.
    
    to provide Party B with other relevant technique support, training, consulting and service
under the term of the Agreement;5.
    
    to provide Party B with technique license that is required for Party A to furnish during the
business operation of Party B;6.
    
    per the requirement and need of marketing of Party B, to provide relevant marketing,
industry, clients and technology information to Party B;7.
    
    to provide filing, analysis and processing service of the information mentioned in article 6
to Party B;8.
    
    to provide Party B with feasibility report, submit pre-research report and marketing
consulting service;9.
    
    to support and service Party Bs marketing strategy and proposals making.
 6