Exhibit 10.132**Exclusive Service Agreement****This Exclusive Service Agreement**(this “**Agreement**”) is entered into as of November 3, 2004 byand among the following Parties:(1) **Shanghai MSN Advertisement Co., Ltd.**(“**Party A**”)   Address: Floor 28 Zhaofeng Shimao Tower, 369 Jiangsu Road, Shanghai; (2) **New Allyes Information Technology (Shanghai) Co., Ltd.**(“**Party B**”)   Address: Floor 28 Zhaofeng Shimao Tower, 369 Jiangsu Road, Shanghai;**RECITALS****:**(1) **WHEREAS**, Party A is a company with limited liability which is established in Shanghai,People’s Republic of China with legally good standing, and is engaged in the business of thedesign, produce, agency and dissemination of advertisement via website.(2) **WHEREAS**, Party B is a wholly-owned foreign enterprise which is established in Shanghai,People’s Republic of China with legally good standing, and is engaged in the business of theresearch and development of the software of supervision system for website advertisement, thedelivery and supervision system for electronic mail, marketing research and relevanttechnology services.(3) **WHEREAS**, Party A is intent to request Party B to provide the technical services relevant toParty A Business (defied as below), and Party B hereby agrees to provide such technicalservices.**NOW, THEREFORE**, after friendly consultations among them, the Parties hereby agree as follows:**Article 1 – Definition**1.1 Unless to be otherwise interpreted by the terms or in the context herein, the following termsin this Agreement shall be interpreted to have the following meanings:   “**Party A Business**” means the business of the design, produce, agency anddissemination of advertisement via website operatedand developed by Party A.
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   “**Service**” means the services relevant to Party A Businessexclusively provided by Party B to Party A, includingbut not limited to:     (1) technical support relevant to Party A Business(including but not limited to software of supervisionsystem for website advertisement, and supervision forthe delivery of electronic mail);     (2) technical consultancy relevant to Party ABusiness;     (3) training the professional technicians of Party A;     (4) assisting Party A in terms of the informationcollection and marketing research;     (5) other technical services and consultancy as andwhen required by Party A from time to time.   “**Annual Business Plan**” means the business plan for the next calendar yearmade by Party A in accordance with this agreementprior to November 30 every year with the assistant ofParty B.   “ **Service Fees**” means all the fees paid by Party A to Party B for itsservices in accordance with Article 3 of thisagreement.   “**TechnologyRelevant toBusiness**” means all the technologies relevant to the Party ABusiness developed based on the service provided byParty B under this Agreement.1.2 References in this Agreement to any laws and regulations (the “**Laws**”) shall include reference(1) at the same time to the amendments, changes, supplements and reformulations of such Laws,whether or not the effectiveness of the same is prior to or after the execution of thisAgreement; and (2) at the same time to other decisions, notices and rules formulated orbecoming effective according to such Laws.1.3 Unless otherwise specified in the context of this Agreement, the Article, sub-article,section or paragraph mentioned herein shall refer to the corresponding content in thisAgreement accordingly.**Article 2 – Service**2.1 Parties hereby acknowledge that Party B shall provide Party A with Service in accordance withthis Agreement as of November 3, 2004, and shall keep providing such Service in accordancewith the term as provided in section one, Article 8 of this Agreement.2.2 Party B shall equipped with the devices which is reasonably necessary for the provision ofthe Service, and shall purchase and add new devices according to the Annual Business Plan ofParty A and the reasonable requests of Party A.
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2.3 Party B shall timely provide Party A with Service and communicate with Party A in terms ofthe information relevant to Party A business and the clients of Party A.**Article 3 –Service Fees**3.1 As of the date of this agreement, the Service Fees to be charged by Party A for the Serviceprovided by Party B in accordance with this Agreement includes: (1) Service Fees equal to 100% of the annual turnover before tax of Party A.  (2) When the Parties agree otherwise, Service Fees for other technical services andconsultancy fees upon the request of Party A from time to time.3.2 Upon the end of the accounting year of Party A, the Parties shall confirm the annual turnoverthe Party A in accordance with the Audit Report issued by the PRC accounting firm mutuallyrecognized by both Parties, and shall calculate the Service Fees provided in the section 1 (1)of Article 3. Party A shall, within 15 working days from the issuance date of the AuditReport, make payment of Service Fees to Party B. Party A undertakes to Party B that it willprovide and assist the PRC accounting firm with all the necessary documents and help, andshall cause the accounting firm complete the Audit Report of the last year within 30 workingdays from the end of every year and to issue such Audit Report to Party A. Party A shall, inaccordance with the section 1 (1) of Article 3 of this Agreement and other clauses provided inthe technical service agreement and consultancy service agreement as being concluded by theParties from time to time, make payment to Party B in terms of the other relevant technicalservice fees and consultancy fees.3.3 Party A shall, in accordance with this Article, transfer all the Service Fees to the bandaccount designated by Party B. Should such bank account is altered by Party B, it shall issuea written notice to Party A 7 working days prior to such alteration.3.4 Regardless of the provision of this Article, the Parties may adjust the ratio for theService Fees as provided in the section 1 (1) and 1 (2) upon their mutual agreement.**Article 4 – Obligation of Party A**4.1 The Service provided by Party B in this agreement is exclusive, within the term of thisAgreement, without the prior written consent of Party B, Party A shall not conclude anyagreement with the third party to retain the third party to provide Party A with the servicesame as or similar to the Service provided by Party B.4.2 Party A shall, prior to November 30 of every year, provide Party B with the Annual BusinessPlan of the next year, so that Party B may arrange the service plan and purchase the necessarydevices and technical staff. Should Party A request Party B to purchase devices provisionally,it shall negotiate with Party B 15 days in advance in order to reach consensus.4.3 Party A shall promptly and accurately provide Party B with documents required by it inconvenience for the Service to be provided by Party B.
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4.4 Party A shall, in accordance with the Article 3 of this Agreement, make the payment ofService Fees to Party B timely and fully.4.5 Party A shall remain its good standing and develop its business in order to maximize itsprofit.4.6 For the development of Party A Business, the Parties agree that Party B entrust Party A to,in accordance with the special request of Party B, research and develop the technologynecessary for Party B to provide Service under this Agreement, provided that Party A iscapable of such research and development and such entrustment will not violate the mandatoryregulation of PRC laws. Party A must accept such entrustment, and any interest arose from thetechnology development shall be comply with the paragraph 1, section 2 of Article 5 of thisagreement.**Article 5 – Intellectual Property**5.1 The rights of intellectual property concerning the work product created during the process ofservices provision by Party B hereunder shall belong to Party B.5.2 Since the development of Party A Business is depending on the Service provided by Party Bunder this Agreement, as for the relevant technology developed under the Service, Party Aagrees to the arrangement as below: (1) Should the relevant technology is developed by virtue of the entrustment of PartyB to Party A, or developed by the cooperation between Party B to Party A, the title tosuch technology and relevant application rights for patent belongs to Party B.  (2) Should the relevant technology is developed by Party A alone, the title to suchtechnology belongs to Party A under the condition that (A) Party A inform PartyB of the relevant technology and provide Party B with information required by it; (B) ifParty A intents to license or transfer such technology, Party A shall, without violatingthe mandatory PRC laws, Party B shall have the priority to accept the transfer orauthorization of the right to exclusively use such technology, and Party B may use suchtechnology within the permissive scope of such transfer or authorization (but Party Bshall have the discretion to decide whether to accept such transfer or authorization ofrights of use); only under the circumstances that Party B waive its rights to accept thetransfer or right of use can Party A transfer or authorize the third party the right touse such technology with the condition not favorable to that provided to Party B, andshall guarantee that such third party will comply with all the obligation and liabilityundertaken by Party A under this Agreement; (C) expect for the condition set forth in(B), with the term provided in Article 8 of this Agreement, Party B is entitled topurchase such technology and Party A shall then agree such purchase without violatingthe mandatory PRC laws, the purchase price shall be RMB 1.00 yuan or other priceacceptable by the current PRC laws.5.3 Should Party B is authorized with the exclusive right of use of such technology in accordancewith paragraph 2, section 2 of Article 5 of this Agreement, such authorization shall becarried out by the followings:
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 (1) the term for the authorization shall be no less then 10 years (commencing fromthe date of the effectiveness of relevant authorization agreement);  (2) the scope of authorization shall be maximized;  (3) within the term and scope of the authorization, except for Party B, any otherparty (including Party A) shall not use or permit to use such technology;  (4) without violating the paragraph 3, section 3 of Article 5 of this Agreement,Party A is entitled to permit the third party to use such technology with its owndiscretion;  (5) upon the expiration of the term of the authorization, Party B is entitle to askfor renewal and Party A shall agree; the terms and condition of the renewed agreementshall remain the same as this Agreement, unless Party B required otherwise.5.4 Regardless of the provision in the paragraph 2, section 2 of Article 5 of this Agreement, theapplication rights for patent shall be carried out by the followings: (1) Should Party A intents to apply for patent in respect of any technology herein,it shall obtain the written consent from Party B;  (2) Party A can only apply for patent or transfer such application rights for patentto third party under the condition that Party B waives its rights to purchase thetransfer of application rights for patent. Under the condition that Party A transfersuch application rights for patent to third party, it shall guarantee that that suchthird party will comply with all the obligation and liability undertaken by Party Aunder this Agreement; meanwhile, it shall transfer the application rights for patentwith the condition not favorable to that provided to Party B (including but limited totransfer price).  (3) Within the term of this Agreement, Party B can at any time cause Party A to applyfor patent and can decide whether to purchase such application rights for patent withits own discretion. Upon the request of Party B, Party A shall, without violating themandatory PRC laws, transfer application rights for patent to Party B, the purchaseprice shall be RMB 1.00 yuan or other price acceptable by the current PRC laws. WhenParty B obtains the application rights for patent and successfully apply for the patent,it shall own the legal title to such patent.5.5 Upon the written request of Party B, Party A shall, without violating the mandatory PRC laws,transfer to Party B all of its currently owned or would-be owned trademarks, patent, know-how,the transfer price shall be RMB 1.00 yuan or other price acceptable by the current PRC laws.5.6 Both Parties guarantee to each other that it will indemnify the other party against any andall economic loss arising from its infringe of the intellectual property (including copyright,trademark, patent and know-how) of the third party.
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**Article 6 – Confidentiality**6.1 With the term of this agreement, all the clients information and other information (the“Clients Information”) in connection with Party A Business and Service provided by Party Bshall be owned by both Parties.6.2 No matter if this Agreement is terminated or not, the Parties shall be obliged to keep instrict confidence the commercial secret, proprietary information and customer information inrelation to other Parties and any other non-open information of other Parties which they maybecome aware of as the result of their performance hereof (collectively, “**ConfidentialInformation**”). Unless with prior consent of such other Parties in writing or required todisclose to parties other than Parties hereof according to relevant laws, regulations orlisting rules, no Party shall disclose the Confidential Information or any part thereof to anyparties other than Parties hereof; unless for the purpose of performance hereof, no Partyshall use directly or indirectly the Confidential Information or any part thereof for anyother purposes.6.3 The following information is not Confidential Information: (1) information which has been known by Receiving Party;  (2) information obtained from public area not due to the fault of Receiving Party, orinformation known by the public by other reasons;  (3) information obtained by Receiving Party from other legal method.6.4 Receiving Party shall restrict disclosure of the Confidential Information to its employees,agents and advisors with a need to know and who are bound to protect the confidentiality ofsuch Confidential Information (and shall advise such employees, agents, representatives andadvisors of the obligations assumed herein).**Article 7 – Undertakings and Guarantees**7.1 Party A hereby undertakes and guarantees that there is no and will have no agreement,contract, undertakings or other arrangement which is binding to Party A and may restrict PartyA from performing all or part of its obligations under this Agreement.**Article 8 – Agreement Term**8.1 The Parties hereby confirm that, once this Agreement is formally executed by the Parties,this Agreement shall be effective; unless terminated earlier by the Parties in writing, thisAgreement shall be valid continuously.8.2 Upon termination of this Agreement, each Party shall continue to abide by its obligationsunder section 1 of Articles 3, and Article 6 hereunder.
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**Article 9 – Notice**Party A shall indemnify Party B against any losses arise or may arise due to the Serviceprovided by Party B, such losses including but not limited to any losses arising from thelitigation, arbitration, claim, administrative investigation, sanction raised by any thirdparty. But such losses will not include the losses caused due to the fault of Party B.**Article 10 – Notice**10.1 Any notice, request, demand and other correspondences made as required by or in accordancewith this Agreement shall be made in writing and delivered to the relevant Party.10.2 The abovementioned notice or other correspondences shall be deemed to have been deliveredwhen it is transmitted if transmitted by facsimile or telex; it shall be deemed to have beendelivered when it is delivered if delivered in person; it shall be deemed to have beendelivered five (5) days after posting the same if posted by mail.**Article 11 – Default Liability**11.1 The Parties agree and confirm that, if any Party (the “**Defaulting Party**”) breachessubstantially any of the agreements made under this Agreement, or fails substantially toperform any of the obligations under this Agreement, such a breach shall constitute a defaultunder this Agreement (a “**Default**”), then the non-defaulting Party whose interest is damagedthereby shall have the right to require the Defaulting Party to rectify such Default or takeremedial measures within a reasonable period. If the Defaulting Party fails to rectify suchDefault or take remedial measures within such reasonable period or within ten (10) days of thenon-defaulting Party notifying the Defaulting Party in writing and requiring it to rectify theDefault, then the non-defaulting Party shall have the right, at its own discretion, to (1)terminate this Agreement and require the Defaulting Party to indemnify it fully for thedamage; or (2) demand the enforcement of the Defaulting Party’s obligations hereunder andrequire the Defaulting Party to indemnify it fully for the damage.11.2 The Parties agree and confirm that under no circumstances shall Party A be able to demandtermination of this Agreement for whatever reason.11.3 The rights and remedy under this Agreement is cumulative, and shall not repel other rights orremedy rendered by laws.11.4 Notwithstanding any other provisions herein, the validity of this Article 11 shall not beaffected by the suspension or termination of this Agreement.**Article 12 – Force Majeure**In the event of earthquake, typhoon, flood, fire, war, computer virus, loophole in the design oftooling software, internet system encountering hacker’s invasion, change of policies or laws, andother unforeseeable or unpreventable or unavoidable event of force majeure, which directly preventsa Party from performing this Agreement or performing the same on the
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agreed condition, the Party encountering such a force majeure event shall forthwith issue a noticeby a facsimile and, within thirty (30) days, present the documents proving the details of suchforce majeure event and the reasons for which this Agreement is unable to be performed or isrequired to be postponed in its performance, and such proving documents shall be issued by thenotarial office of the area where such force majeure event takes place. The Parties shall consulteach other and decide whether this Agreement shall be waived in part or postponed in itsperformance with regard to the extent of impact of such force majeure event on the performance ofthis Agreement. No Party shall be liable to compensate for the economic losses brought to theother Parties by the force majeure event.**Article 13 – Miscellaneous**13.1 This Agreement shall be prepared in the Chinese language in four (4) original copies, witheach involved Party holding two (2) copy hereof.13.2 The formation, validity, execution, amendment, interpretation and termination of thisAgreement shall be subject to the PRC Laws.13.3 Any disputes arising hereunder and in connection herewith shall be settled throughconsultations among the Parties, and if the Parties cannot reach an agreement regarding suchdisputes within thirty (30) days of their occurrence, such disputes shall be submitted toChina International Economic and Trade Arbitration Commission for arbitration in Shanghai inaccordance with the arbitration rules of such Commission, and the arbitration award shall befinal and binding on the Parties involved in such dispute.13.4 Any rights, powers and remedies empowered to any Party by any provisions herein shall notpreclude any other rights, powers and remedies enjoyed by such Party in accordance with lawsand other provisions under this Agreement, and the exercise of its rights, powers and remediesby a Party shall not preclude its exercise of its other rights, powers and remedies by suchParty.13.5 Any failure or delay by a Party in exercising any of its rights, powers and remedieshereunder or in accordance with laws (the “**Party’s Rights**”) shall not lead to a waiver of suchrights, and the waiver of any single or partial exercise of the Party’s Rights shall notpreclude such Party from exercising such rights in any other way and exercising the remainingpart of the Party’s Rights.13.6 The titles of the Articles contained herein shall be for reference only, and in nocircumstances shall such titles be used in or affect the interpretation of the provisionshereof.13.7 Each provision contained herein shall be severable and independent from each of otherprovisions, and if at any time any one or more articles herein become invalid, illegal orunenforceable, the validity, legality or enforceability of the remaining provisions hereinshall not be affected as a result thereof.13.8 Once executed, this Agreement shall replace any other legal documents entered into by therelevant Parties hereof in respect of the same subject matter hereof. Any
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  amendments or supplements to this Agreement shall be made in writing and shall take effectonly when properly signed by the Parties to this Agreement. 13.9 No Party shall assign any of its rights and/or obligations hereunder to any parties otherthan the Parties hereof without the prior written consent from the other Parties. 13.10 This Agreement shall be binding on the legal successors of the Parties.**[the remainder of this page is left blank]**
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**Execution Page****INWITNESS HEREOF**, the Parties have caused this Agreement to be executed in Shanghai as of the date first hereinabove mentioned.**Shanghai MSN Advertisement Co., Ltd.**(Corporate Seal)/s/ Hailong Zhu