Exhibit 10.133**Loan Agreement****This Loan Agreement**(this “**Agreement**”) is entered into as of November 1, 2004 by and among thefollowing Parties:(1) **New Allyes Information Technology (Shanghai) Co., Ltd.**(“**Lender**”)   Address: Room E-G, Floor 28 Zhaofeng Shimao Tower, 369 Jiangsu Road, Shanghai; (2) **Hailong Zhu**(“**Borrower**”)   ID card No.: 110108680408041   Address: Room 2504, Building 4, Yuanjing Garden, Lane 1 Xujiahui Road, Shanghai;The Lender and the Borrower will be called hereinafter the “**One Party**” respectively and the “**BothParties**” collectively.**WHEREAS**:Borrower is the resident of the People’s Republic of China (the “**PRC**”).Lender is a company with limited liability registered in Shanghai. The Lender intends to provide aloan to the Borrower.**NOW THEREFORE**, Both Parties agree as follows:**1.** **Loan** 1.1 The Lender agrees to provide a long-term loan to the Borrower with the principal asRMB 250,000 in accordance with the terms and conditions set forth in this Agreement. Termfor such loan will be ten (10) years and shall be extended upon the agreement of BothParties through negotiations. During the term or extended term of such loan, the Borrowershall refund the loan ahead of the loan term or the extended loan term, if either of thefollowing events occurs: (1) Borrower becomes dead or becomes a person without capacity or withlimited capacity for civil acts;  (2) Borrower quits from or dismissed by the Lender or its affiliates;  (3) the Borrower commits a crime or involves a crime; 1.2 The Lender agrees to remit the amount of such loan to the account designated by theBorrower within seven (7) days after receiving the Borrower’s written notification to usethe loan, provided that all of the preconditions set forth in Section 2 of this Agreementare satisfied. The Borrower shall issue confirmation notification to the Lender on theday receiving the amount of the loan. The
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   commitments of the Lender under this section are effective only to the Borrower itself,but not the Borrower’s inheritor or transferee.  1.3 The Borrower agrees to accept such loan provided by the Lender and agrees andwarrants hereby such loan shall be used only for establishing an advertisement company inShanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shallnot use the amount of such loan for any other purpose or transfer or pledge its equity inthe Borrower’s Company to any other third party.  1.4 The Lender and the Borrower jointly agree and confirm that the Borrower shall refundthe loan only by transferring all of Borrower’s equity in the Borrower’s Company to theLender or other (legal person or natural person) designated by the Lender.  1.5 The Lender and the Borrower hereby jointly agree and confirm that any proceeds raisedfrom the transfer of Borrower’s equity in the Borrower’s Company shall be paid to theLender, as the consideration of the loan provided by the Lender, in the means designatedby the Lender in accordance with this Agreement and the Agreement shall terminatesimultaneously.  1.6 The Lender and the Borrower hereby jointly agree and confirm that the Lender has theright to, but has no obligation to, at any time, purchase or designate the other (legalperson or natural person) to purchase all or part of Borrower’s equity in the Borrower’sCompany at any price determined by Both Parties, subject to the permission of the law.    The Borrower warrants to issue an irrevocable proxy to confer all its rights as ashareholder of the Borrower’s Company to a person designated by the Lender.  1.7 Interest of the Loan. In the event when the Borrower transfer its equity in theBorrower’s Company to the Lender or the person designated by the Lender, the loanhereunder shall be deemed as the loan without interest, if the transfer price of suchequity equals to or is less than the principal under this Agreement. However, in casethat the transfer price exceeds the amount of principal hereunder, the exceeding amountsshall be deemed the interests of such loan under this Agreement and shall be paid to theLender by the Borrower.**2.** **Preconditions of the Loan**     The Lender will be liable to provide loan to the Borrower in accordance with Section 1.1 whenall of the following conditions are satisfied or are waived by the Lender in writing.2.1 Subject to the terms of Section 1.2, the Lender receives the drawing notice formally issuedby the Borrower.
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2.2 The Lender, the Borrower and Lender have formally executed a equity pledge contract (the“Share Pledge Agreement”), by virtue of which the Borrower agrees to pledge all its equity inthe Borrower’s Company to the Lender.2.3 The Borrower, Lender and Borrower’s Company have executed an Call Option Agreement (the “CallOption Agreement”), as per which the Borrower shall grant the Lender an irrevocable option topurchase all of the Borrower’s equity in the Borrower’s Company, provided that it is permittedby laws of PRC.2.4 The above-mentioned Share Pledge Agreement and Call Option Agreement are in fulleffectiveness, of which there is none of default event and all relevant filing procedures,approval, authorization, registration and governmental proceedings have been obtained orcompleted (if needed).2.5 The representation and warranties under Section 3.2 are, and shall be, true, integrate,correct and un-misleading, on the day of drawing notification and on the drawing day, just asthe representation and warranties are made on such days.2.6 The Borrower breaches none of its commitments under Section 4 and no event which will affectthe Borrower’s performance of the obligations hereunder, happens or threatens to happen.**3.** **Representation and Warranties** 3.1 The Lender hereby represents and warrants to the Borrower that, from the execution dateof this Agreement until the date this Agreement terminates, (a) Lender is a company registered and validly existing under the laws of PRC;  (b) subject to its business scope, articles of association and other organizationaldocuments, the Lender has full right, power and all necessary and appropriate approvaland authorization to execute and perform this Agreement;  (c) the execution and the performance of this Agreement shall not be against anyenforceable and effective laws and regulations, governmental approval, authorizationand notification, other government documents and any contracts executed with, orcommitments made to, any third party; and  (d) this Agreement shall constitute the legal, valid and binding obligations of theLender, which is enforceable against the Lender in accordance with its terms upon itsexecution. 3.2 The Borrower hereby represents and warrants that, from the execution date of thisAgreement until the date this Agreement terminates, (a) the Borrower’s Company is a limited liability company registered and validlyexisting under the laws of PRC;
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 (b) Borrower has full right to execute and perform this Agreement;  (c) the execution and the performance of this Agreement shall not be against anyenforceable and effective laws and regulations, governmental approval, authorizationand notification, other government documents and any contracts executed with, orcommitments made to, any third party;  (d) this Agreement shall constitute the legal and valid obligations of theBorrower, which is enforceable against the Borrower in accordance with its terms uponits execution;  (e) the Borrower has paid contribution in full for its equity in the Borrower’sCompany in accordance with applicable laws and regulations and has acquired capitalcontribution verification report issued by the qualified accounting firm;  (f) the Borrower neither create pledge or any other security, nor make third partyany offer to transfer the Borrower’s equity, nor make acceptance for the offer of anythird party to purchase Borrower’s equity, nor execute agreement with any third partyto transfer Borrower’s equity, except the terms of the Equity Pledge Contract;  (g) there are no disputes and legal or other proceedings pending or threatenedbefore any court, tribunal or other regulatory authority and involving the Borrower;and  (h) the Borrower’s Company has completed all governmental approval, authorization,license, register, filing and otherwise necessary to carry out the business subject toits business license and to possess its assets.**4.** **Commitments of Borrower** 4.1 The Borrower, as major shareholder of the Borrower’s Company, agrees that it shall cause theBorrower’s Company, during the term of this Agreement, (a) not to supply, amend or modify its articles of association, to increase ordecrease its registered capital, or to change its capital structure in any way withoutthe Lender’s prior written consent;  (b) subject to good financial and business rules and practices, to maintain andoperate its business and handle matters prudently and effectively;  (c) not to sell, transfer, mortgage, dispose of in any other way, or to createother security interest on, any of its assets, business or legal right to collectinterests without the Lender’s prior written consent;
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 (d) without the Lender’s prior written consent, not to create, succeed to,guarantee or permit any debt, except (i)the debt arising in the course of the ordinaryor daily business operation, but not arising from the loan, and (ii)the debt beingreported to the Lender or having approved by the Lender in writing;  (e) to operate persistently all the business of the Borrower’s Company and tomaintain the value of its assets;  (f) without the Lender’s prior written consent, not to execute any materialcontracts (during this stage, a contract will be deemed material if the value of itexceeds RMB¥1,000,000) except those executed during the ordinary operation;  (g) not to provide loan or credit to any person without the Lender’s prior writtenconsent;  (h) to provide information concerning all of its operation and financial affairssubject to the Lender’s request;  (i) to purchase insurance from the insurance company accepted by the Lender andmaintain persistently such insurance, provided that the amount and type of suchinsurance are as the same as, or equivalent to, the insurance amount and insurance typetaken out generally by the company which operates, in the same territory, the similarbusiness and possesses the similar properties or assets;  (j) not to merger or combine with, buy or invest in, any other person without theLender’s prior written consent;  (k) to inform promptly the Lender of the pending or threatened suit, arbitration orregulatory procedure concerning the assets, business or income of the Borrower’sCompany;  (l) to execute all necessary or appropriate documents, to take all necessary orappropriate action and to bring all necessary or appropriate lawsuit or to make allnecessary and appropriate defending against all claims, in order to maintain theownership of the Borrower’s Company for all its assets;  (m) without the Lender’s prior written consent, not to issue dividends to eachshareholder in any form, provided however, the Borrower’s Company shall promptlyallocate all its allocable profits to each of its shareholders upon the Lender’srequest;  (n) to appoint any person designated by the Lender to be the director of theBorrower’s Company subject to the Lender’s request;
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 (o) to comply strictly with the terms under the Exclusive Purchase Contract and todo nothing affecting the validity and enforceability of such contract;4.2 The Borrower agrees that it shall, during the term of this Agreement, (a) not sell, transfer, mortgage, dispose of in any other way, or create othersecurity interest on, any of its legal right of equity or equity interest without theLender’s prior written consent, except the terms of the Equity Pledge Contract;  (b) cause the shareholder’s meeting appointed by the Lender not to sell, transfer,mortgage, dispose of in any other way, or to create other security interest on, any ofthe Borrower’s legal right of equity or equity interest without the Lender’s priorwritten consent, except that the counter party is the Lender or those designated by theLender;  (c) cause the shareholder’s meeting appointed by the Lender not to merge or combinewith, buy or invest in, any person without the Lender’s prior consent;  (d) promptly inform the Lender of the pending or threatened suit, arbitration orregulatory procedure concerning the Borrower’s equity in the Borrower’s Company;  (e) execute all necessary or appropriate documents, take all necessary orappropriate action and bring all necessary or appropriate lawsuit or make all necessaryand appropriate defending against all claims, in order to maintain the ownership of theBorrower’s Company for all its assets;  (f) do nothing that may materially affect the assets, business and liabilities ofthe Borrower’s Company without the Lender’s prior written consent;  (g) appoint any person to be the director of the Borrower’s Company subject to theLender’s request;  (h) transfer promptly and unconditionally, at any time, all of the Borrower’sequity in the Borrower’s Company to the Lender or representative designated by theLender and cause the other shareholder of the Borrower’s Company to waive its option topurchase such equity hereof, subject to the requesting of the then holding company ofthe Lender, provided that such transfer is permitted under the laws of PRC;  (i) cause the other shareholder of the Borrower’s Company to transfer promptly andunconditionally, at any time, all equity of the other shareholder in the Borrower’sCompany to the representative designated by the Lender and the Borrower hereby waiveits option to purchase such equity hereof, subject to the requesting of the thenholding company of the Lender, provided that such transfer is permitted under the lawsof PRC;
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 (j) refund the loan to the Lender with such amount arising from transferringBorrower’s equity in the Borrower’s Company if the Lender purchases the Borrower’sequity subject to the Exclusive Purchase Contract; and  (k) comply strictly with the terms of this Agreement, Equity Pledge Contract andExclusive Purchase Contract, fully perform all obligations under such contracts and donothing affecting the validity and enforceability of such contracts.**5.** **Default**     The Borrower shall pay the overdue interests with 0.01% of the overdue amount until theBorrower refunds all of the principal, overdue interests of the principal and other money, in theevent when the Borrower dose not perform its obligation of repayment.**6.** **Notifications**     Notice or other communications under this Contract shall be delivered personally or sent byfacsimile transmission or by registered mail to the address set forth below, except that suchaddress has been changed in writing. The date noted on the return receipt of the registered mail isthe service date of the notice if the notice is sent by registered mail; the sending date is theservice date of the notice if the notice is sent personally or by facsimile transmission. Theoriginal of the notice shall be sent personally or by registered mail to the following addressafter the notice is sent by facsimile.   Lender: **New Allyes Information Technology (Shanghai) Co., Ltd.**  Address: Room E-G, Floor 28 Zhaofeng Shimao Tower, 369 Jiangsu Road, Shanghai  Telephone No.: 021-32124667  Facsimile No.: 52400997   Borrower: **Hailong Zhu**  Address: Room 2504, Building 4, Yuanjing Garden, Lane 1 Xujiahui Road, Shanghai**7.** **Confidentiality**     Both parties acknowledge and confirm that any oral or written materials concerning thisAgreement exchanged between them are confidential information. Both parties shall protect andmaintain the confidentiality of all such confidential data and information and shall not discloseto any third party without the other party’s written consent, except (a) the data or informationthat was in the public domain or later becomes published or generally known to the public, providedthat it is not released by the receiving party, (b) the data or information that shall be disclosedpursuant to applicable laws or regulations, and (c) the data or information that shall be disclosedto One Party’s legal counsel or financial counsel who shall also bear the obligation of maintainingthe confidentiality similar to the obligations hereof. The undue disclosing of the confidentialdata or information of One
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Party’s legal counsel or financial counsel shall be deemed the undue disclosing of such partywho shall take on the liability of breach of this Agreement. This section shall survive after thisAgreement terminates by any reason.**8.** **Governing Law and Settlement of Disputes** 8.1 The execution, validity, interpretation, performance, implementation, termination andsettlement of disputes of this Agreement shall be governed by the laws of PRC.  8.2 Both Parties shall strive to settle any dispute arising from the interpretation orperformance in connection with this Agreement through friendly consultation within 30 daysafter One Party ask for consultation. In case no settlement can be reached throughconsultation, One Party can submit such matter to China International Economic and TradeArbitration Commission (the “CIETAC”). The arbitration shall follow the current rules ofCIETAC, and the arbitration proceedings shall take place in Shanghai. The arbitration awardshall be final and binding upon the Both Parties and shall be enforceable in accordance as itsterms.  8.3 In case of any disputes arising out of the interpretation and performance of this Agreementor any pending arbitration of such dispute, Both Parties shall continue to perform theirrights and obligations under this Agreement, except that such maters are involved in thedisputes.**9.** **Miscellaneous** 9.1 This Agreement shall be effective as of the date of execution and shall expire when BothParties has fully performed their obligations under this Agreement.  9.2 This Agreement is made in duplicate and each of the parties shall keep one, which has thesame effect.  9.3 Both Parties may amend and supply this Agreement with a written agreement The amendment andsupplement duly executed by Both Parties shall be part of this Agreement and shall have thesame legal effect as this Agreement.  9.4 Any provision of this Agreement that is invalid or unenforceable shall not affect thevalidity and enforceability of any other provisions hereof.  9.5 The Appendices referred to in this Agreement are an integral part of this Agreement and havethe same legal effect as this Agreement.
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**Lender: New Allyes Information Technology (Shanghai) Co., Ltd.**(Corporate Seal)/s/ Jiangang Wang