Exhibit 10.111**Equity Interests Pledge Agreement**This Equity Interests Pledge Agreement is entered into on the day of November 1, 2004 in Shanghaiby and between the following parties:   Pledgee: **New Allyes Information Technology (Shanghai) Co., Ltd**Address: Floor 28 Zhaofeng Shimao Tower, 369 Jiangsu Road, Shanghai   Pledgor: **Xiangdong Xiong**Identity Code: 310105710423201Address: Room 1205, No.53 of No.800 Lane, West Zhongshan Road, Shanghai**WHEREAS,**  Xiangdong Xiong, the Pledgor, is the citizen of the People’s Republic of China (“PRC”). ThePledgor owns 6.98% of the equity interest in Beijing Quanshi Advertisement Co.,Ltd. BaifenCreation Advertisement Co., Ltd. (“Baifen Creation”) is a limited liability company registeredin Beijing carrying on design, agency and dissemination of advertisement business.   The Pledgee, a wholly foreign-owned company registered in Shanghai, PRC, has been licensed bythe PRC relevant government authority to carry on the business of information technicalservice. The Pledgee and the Pledgor-owned Baifen Creation enter into *Exclusive TechnicalConsulting and Services Agreement*(the “Service Agreement”) on November 1, 2004.   In order to make sure that the Pledgee collect technical service fees as normal from BaifenCreation, the Pledgor is willing to pledge all its equity interest in Baifen Creation to thePledgee as a security for the Pledgee to collect technical consulting and service fees underthe Service Agreement.   In order to define each Party’s rights and obligations, the Pledgee and the Pledgor throughmutual negotiations hereby enter into this Agreement based upon the following terms: 1. Definitions And InterpretationUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1 Pledge means the full content of Article 2 hereunder
 

 
 1.2 Equity Interest means all its 50% equity interests in Baifen Creation legally heldby the Pledgor.  1.3 Rate of Pledge means the ratio between the value of the pledge under this Agreementand the exclusive technical consulting and service fees under the Service Agreement.  1.4 Term of Pledge means the period provided for under Article 3.2 hereunder.  1.5 Service Agreement means the Exclusive Technical Consulting and Service Agreemententered into by and between Baifen Creation and the Pledgee on November 1, 2004.  1.6 Event of Default means any event in accordance with Article 7 hereunder.  1.7 Notice of Default means the notice of default issued by the Pledgee in accordancewith this Agreement.2. Pledge 2.1 The Pledgor agrees to pledge all its equity interest in Baifen Creation to thePledgee as the guarantee for the receipt of the service fee under the Service Agreement.  2.2 Pledge under this Agreement refers to the rights owned by the Pledgee who shall beentitled to have priority in receiving payment by the evaluation or proceeds from theauction or sale of the equity interests pledged by the Pledgor to the Pledgee.3. Rate Of Pledge And Term Of Pledge 3.1 The rate of Pledge 3.1.1 The rate of pledge shall be 100% 3.2 The term of Pledge 3.2.1 Pledge Contract shall take effect as of the date when the equityinterests under this Agreement are recorded in the Register of Shareholder ofBaifen Creation. The term of the Pledge is the same with the term of ServiceAgreement.  3.2.2 During the Pledge, the Pledgor shall be entitled to dispose the Pledge
 

 
   in accordance with this Agreement in the event that Baifen Creation fails topay exclusive technical Consulting and service fee in accordance with theService Agreement.4. Physical Possession Of Certificate of Pledge 4.1 During the term of Pledge under this Agreement, the Pledgor shall deliver thephysical possession of the Certificate of Distribution and the Name List of Shareholderof Baifen Creation to the Pledgee within one week as of the date of conclusion of thisAgreement.  4.2 The Pledgee shall be entitled to collect the dividends from the equity interests.5. Warranties And Representation Of The Pledgor 5.1 The Pledgor is the legal owner of the equity interests.  5.2 The Pledgee shall not be interfered by any other the Pledgee at any time once Partyexercises the rights of the Pledgee in accordance with this Agreement.  5.3 The Pledgee shall be entitled to dispose or assign the pledge in accordance withthis Agreement.  5.4 The Pledgor does not pledge or encumber the equity interests to any other personexcept for the Pledgee.6. Covenant Of The Pledgor 6.1 During the effective term of this Agreement, the Pledgor covenants to the Pledgeethat the Pledgor shall: 6.1.1 Except the transfer of equity interest, as subject to the ExclusivePurchase Right Contract entered into among the Pledgor, Pledgee and Baifen Creationon November 1, 2004, to Pledgee or the person designated by Pledgee, not transferor assign the equity interests, create or permit to create any pledges which mayhave an adverse effect on the rights or benefits of the Pledgee without priorwritten consent from the Pledgee;  6.1.2 comply with and implement laws and regulations with respect to thepledge of rights, present to the Pledgee the notices, orders or suggestions withrespect to the Pledge issued or made by the competent authority within five daysupon receiving such notices,
 

 
   orders or suggestions and comply with such notices, orders or suggestions, orobject to the foregoing matters at the reasonable request of the Pledgee orwith consent from the Pledgee.  6.1.3 timely notify the Pledgee of any events or any received notices whichmay affect the Pledgor’s equity interest or any part of its right, and any eventsor any received notices which may change the Pledgor’s any covenant and obligationunder this Agreement or which may affect the Pledgor’s performance of itsobligations under this Agreement. 6.2 The Pledgor agrees that the Pledgee’s right of exercising the Pledge obtained fromthis Agreement shall not be suspended or hampered through legal procedure by the Pledgoror any successors of the Pledgor or any person authorized by the Pledgor or any otherperson.  6.3 The Pledgor warrants to the Pledgee that in order to protect or perfect thesecurity over the payment of the technical consulting and service fees under the ServiceAgreement, the Pledgor shall execute in good faith and cause other parties who haveinterests in the pledge to execute all the title certificates, contracts, and or performand cause other parties who have interests to take action as required by the Pledgee andmake access to exercise the rights and authorization vested in the Pledgee under thisAgreement, and execute all the documents with respect to the changes of certificate ofequity interests with the Pledgee or the person(natural person or legal entity) designedby the Pledgee, and provides all the notices, orders and decisions regarded as necessaryby the Pledgee with the Pledgee within the reasonable time.  6.4 The Pledgor warrants to the Pledgee that the Pledgor will comply with and performall the guarantees, covenants, agreements, representations and conditions for thebenefits of the Pledgee. The Pledgor shall compensate all the losses suffered by thePledgee for the reasons that the Pledgor does not perform or fully perform theirguarantees, covenants, agreements, representations and conditions.7. Event Of Default 7.1 The following events shall be regarded as the event of default: 7.1.1 Baifen Creation fails to make full payment of the exclusive technicalconsulting and service fees as scheduled under the Service Agreement;
 

 
 7.1.2 The Pledgor makes any material misleading or fraudulentrepresentations or warranties under Article 5 herein, and/or the Pledgor is inviolation of any warranties under Article 5 herein;  7.1.3 The Pledgor violates the covenants under Article 6 herein;  7.1.4 The Pledgor violates any terms and conditions herein;  7.1.5 Except for the provision in the 6.1.1 of this Agreement, the Pledgorwaives the pledged equity interests or transfers or assigns the pledged equityinterests without prior written consent from the Pledgee;  7.1.6 The Pledgor’s any external loan, security, compensation, covenants orany other compensation liabilities (1) are required to be repaid or performed priorto the scheduled date; or (2) are due but can not be repaid or performed asscheduled and thereby cause the Pledgee to deem that the Pledgor’s capacity toperform the obligations herein is affected;  7.1.7 This Agreement is illegal for the reason of the promulgation of therelated laws or the Pledgor’s incapability of continuing to perform the obligationsherein;  7.1.8 Any approval, permits, licenses or authorization from the competentauthority of the government needed to perform this Agreement or validate thisAgreement are withdrawn, suspended, invalidated or materially amended;  7.1.9 The property of the Pledgor is adversely changed and cause the Pledgeedeem that the capability of the Pledgor to perform the obligations herein isaffected;  7.1.10 The successors or assignees of the Baifen Creation are only entitled to perform aportion of or refuse to perform the payment liability under the Service Agreement;  7.1.11 Other circumstances whereby the Pledgee is incapable of exercising the right todispose the Pledge in accordance with the related laws. 7.2 The Pledgor shall immediately give a written notice to the Pledgee if the Pledgoris aware of or find that any event under Article 7.1 herein or any events that may resultin the foregoing events have happened or is going on.  7.3 Unless the event of default under Article 7.1 herein has been solved to the
 

 
   Pledgee’s satisfaction, the Pledgee, at any time when the event of default happens orthereafter, may give a written notice of default to the Pledgor and require the Pledgorto immediately make full payment of the outstanding service fees under the ServiceAgreement and other payables or dispose the Pledge in accordance with Article 8 herein.8. Exercise Of The Right Of The Pledge 8.1 The Pledgor shall not transfer or assign the pledge without prior written approvalfrom the Pledgee prior to the full repayment of the consulting and service fee under theService Agreement.  8.2 The Pledgee shall give a notice of default to the Pledgor when the Pledgeeexercises the right of pledge.  8.3 Subject to Article 7.3, the Pledgee may exercise the right to dispose the Pledge atany time when the Pledgee gives a notice of default in accordance with Article 7.3 orthereafter.  8.4 The Pledgee is entitled to have priority in receiving payment by the evaluation orproceeds from the auction or sale of whole or part of the equity interests pledged hereinin accordance with legal procedure until the outstanding consulting and service fees andall other payables under the Service Agreement are repaid.  8.5 The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordancewith this Agreement and shall give necessary assistance so that the Pledgee could realizehis Pledge.9. Transfer Or Assignment 9.1 The Pledgor shall not donate or transfer his rights and obligations herein withoutprior consent from the Pledgee.  9.2 This Agreement shall be binding upon the Pledgor and his successors and beeffective to the Pledgee and his each successor and assignee.  9.3 The Pledgee may transfer or assign his all or any rights and obligations under theService Agreement to any individual (natural person or legal entity) at any time. In thiscase, the assignee shall enjoy and undertake the same rights and obligations herein ofthe Pledgee as if the assignee is a party hereto. When the Pledgee transfers or assignsthe rights and obligations under the Service Agreement, at the request of the Pledgee,the Pledgor shall execute the relevant agreements and/or documents with respect to suchtransfer or assignment.
 

 
 9.4 After the Pledgee’s change resulting from the transfer or assignment, the newparties to the pledge shall re-execute a pledge contract.10. TerminationThis Agreement shall not be terminated until the consulting and service fees under the ServiceAgreement are paid off and the Baifen Creation will not undertake any obligations under the ServiceAgreement any more, and the Pledgee shall cancel or terminate this Agreement within reasonable timeas soon as practicable.11. Formalities Fees And Other Charges 11.1 The Pledgor shall be responsible for all the fees and actual expenditures inrelation to this Agreement including but not limited to legal fees, cost of production,stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes inaccordance with the laws, the Pledgor shall fully indemnify such taxes paid by thePledgee.  11.2 The Pledgor shall be responsible for all the fees (including but not limited to anytaxes, formalities fees, management fees, litigation fees, attorney’s fees, and variousinsurance premiums in connection with disposition of Pledge) incurred by the Pledgor forthe reason that (1) The Pledgor fails to pay any payable taxes, fees or charges inaccordance with this Agreement; or (2) The Pledgee has recourse to any foregoing taxes,charges or fees by any means for other reasons.12. Force Majeure 12.1 If this Agreement is delayed in or prevented from performing in the Event of ForceMajeure (“Event of Force Majeure”), only within the limitation of such delay orprevention, the affected party is absolved from any liability under this Agreement. ForceMajeure, which includes acts of governments, acts of nature, fire, explosion, typhoon,flood, earthquake, tide, lightning, war, means any unforeseen events beyond the preventedparty’s reasonable control and cannot be prevented with reasonable care. However, anyshortage of credit, capital or finance shall not be regarded as an event beyond a Party’sreasonable control. The Pledge effected by Force Majeure who claims for exemption fromperforming any obligations under this Agreement or under any Article herein shall notifythe other party of such exemption promptly and advice him of the steps to be taken forcompletion of the performance.
 

 
 12.2 The Pledge effected by Force Majeure shall not assume any liability under thisAgreement. However, subject to the Pledge effected by Force Majeure having taken itsreasonable and practicable efforts to perform this Agreement, the Party claiming forexemption of the liabilities may only be exempted from performing such liability aswithin limitation of the part performance delayed or prevented by Force Majeure. Oncecauses for such exemption of liabilities are rectified and remedied, both parties agreeto resume performance of this Agreement with their best efforts.13. Dispute Resolution 13.1 This Agreement shall be governed by and construed in accordance with the PRC law.  13.2 The parties shall strive to settle any dispute arising from the interpretation orperformance, or in connection with this Agreement through friendly consultation. In caseno settlement can be reached through consultation, each party can submit such matter toChina International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration.The arbitration shall follow the current rules of CIETAC, and the arbitration proceedingsshall be conducted in Chinese and shall take place in Shanghai. The arbitration awardshall be final and binding upon the parties.14. Notice 14.1 Any notice which is given by the parties hereto for the purpose of performing therights, duties and obligations hereunder shall be in writing. Where such notice isdelivered personally, the time of notice is the time when such notice actually reachesthe addressee; where such notice is transmitted by telex or facsimile, the notice time isthe time when such notice is transmitted. If such notice does not reach the addressee onbusiness date or reaches the addressee after the business time, the next business dayfollowing such day is the date of notice. The delivery place is the address first writtenabove of the parties hereto or the address advised in writing including facsimile andtelex from time to time.15. Appendices 15.1 The appendices to this Agreement are entire and integral part of this Agreement.
 

 
16. Effectiveness 16.1 This agreement and any amendments, modification, supplements, additions or changeshereto shall be in writing and come into effect upon being executed and sealed by theparties hereto.  16.2 This Agreement is written in Chinese and is executed in two counterparts.
 

 
(No text on this page)The Pledgee: **New Allyes Information Technology (Shanghai) Co.,Ltd**Authorized Representative: