[Reference
      Translation]

     

    
      
        

      



    Asset
      Transfer Agreement

     

    
      
 


    by
      and between

    


    Hubei
      Chutian Broadcasting and Television Network Co., Ltd.

    


    and

    


    Hubei
      Chutian Video Communication Network Co., Ltd.

    


    June
      2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              Table
                of Contents

            	 
	
              Articles

            	 	
              Pages

            
	 	 	 
	
              1

            	
              Definitions
                and Interpretations

            	
              2

            
	
              2

            	
              Transfer
                and Purchase

            	
              2

            
	
              3

            	
              Assets

            	
              2

            
	
              4

            	
              Transferor’
                Representations and Warranties

            	
              2

            
	
              5

            	
              Transferor
                and Transferee’ Undertaking

            	
              2

            
	
              6

            	
              Mutual
                Representations and Warranties

            	
              2

            
	
              7

            	
              Events
                of Breach

            	
              2

            
	
              8
                

            	
              Force
                Majeure

            	
              2

            
	
              9

            	
              Termination

            	
              2

            
	
              10

            	
              Confidentiality

            	
              2

            
	
              11

            	
              Governing
                Law and Dispute Resolution

            	
              2

            
	
              12

            	
              Notices

            	
              2

            
	
              13

            	
              Miscellaneous

            	
              2

            


    

     

    Appendix
      I List
      of
      Assets

    


    Appendix
      II Assets
      Transfer Schedule

    


    Appendix
      III Payment
      Schedule

    


    
      
        

      
Asset Transfer Agreement


    
      
        
        

      

      
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          1 -

        
          

        

      

      
        
        

      

    


    THIS
      ASSET TRANSFER AGREEMENT
      (Agreement)
      is
      entered into on June 5th,
      2008 in
      Wuhan, People's Republic of China (PRC)

    


    by
      and between:

    


    
      	
              (1)

            	
              Hubei
                Chutian Broadcasting and Television Network Co., Ltd. (Party A or
                Transferor),
                a
                legal entity established under the relevant laws and regulations
                with its
                legal address at Special No.1 Zijin Village, Liangdao Street, Wuchang
                District, Wuhan City, Hubei 430071, the PRC, whose legal representative
                is
                WEN Chengguo; and

            


    

    


    and

    


    
      	
              (2)

            	
              Hubei
                Chutian Video Communication Network Co., Ltd. (Party B or
                Transferee),
                a
                legal entity established under the relevant laws and regulations
                with its
                registered address at 12th Floor, Block B, Chutian Urban Garden,
                1
                Zhongbei Avenue, Wuchang, Wuhan, Hubei Province, the PRC, whose legal
                representative is XIONG Xianting. 

            


    

    


    (individually
      a Party
      and
      collectively the Parties).

    


    WHEREAS

    


    The
      Transferor desires to transfer to the Transferee, and the Transferee wishes
      to
      purchase from the Transferor, the assets related to the Business (as defined
      below).

    


    NOW,
      THEREFORE,
      the
      Parties have agreed as follows:

    


    I. Definitions
      and Interpretations

    


    
      	
              1.1

            	
              Definitions.
                Unless
                otherwise stipulated herein, the following terms shall have the meaning
                set forth below:

            


    

    


    
      	
              Assets

            	
              the
                assets set forth in Appendix I with respect to the operation of the
                Business; the assets under this Assets Transfer Agreement, which,
                for the
                avoidance of doubt, are free of all debts, correspond to the partial
                assets of the Business in relation to the 800,000 registered subscribers
                to Party A and are valued at RMB 363 million (of which the total
                sum of
                the assets corresponding to the assets of the Business in relation
                to
                800,000 of the registered subscribers to Party A shall be RMB 640
                million,
                the appraisal value of the physical assets shall be RMB 414 million,
                including the capital contribution of RMB 51 million, and the appraisal
                value of the intangible assets relating to the exclusive operating
                rights
                and network resources shall be RMB 226 million.)
                

            


    

    
      
         

        
          

        
Asset
        Transfer Agreement

    

     

    
      
        
        

      

      
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          2 -

        
          

        

      

      
        
        

      

    

    


    
      	
              Business

            	
              The
                Transferred Assets located in the area 
                any business with respect to the design, construction, operation
                and
                maintenance of cable TV projects and networks (including TV fee collection
                of distribution net and network leases); any business with respect
                to the
                management of construction, marketing and operation of the analog
                and
                digital TV networks and digital TVs (including sale of set-top Boxes,
                sale
                of pay-per-program and digital TV fee collection); and value-added
                network
                business; 

            
	 	 
	
              Business
                Contracts

            	
              the
                agreements that relate to the Business;

            
	 	 
	
              Force
                Majeure

            	
              any
                earthquake, storm, fire, flood, war or other significant event of
                natural
                or human-caused disaster arising after signing hereof which is unforeseen,
                unavoidable and not possible to overcome, and is beyond the control
                of any
                Party, and prevents the total or partial performance of this Agreement
                by
                any Party;

            
	 	 
	
              Government
                Authority

               

            	
              the
                competent government departments and authorities of the jurisdictions
                where the Assets (defined below) are located;

            
	 	 
	
              PRC
                Law

            	
              all
                laws and legislation of the PRC that are in effect, including laws,
                regulations, decrees and orders of government agencies and other
                documents
                of a legislative, administrative or judicial nature; 

            
	 	 
	
              RMB

            	
              Renminbi,
                the legal currency of the PRC;

            
	 	 
	
              Tax

            	
              all
                forms of taxation, including, without limitation, enterprise income
                tax,
                business tax, value-added tax, stamp duty and individual income tax
                levied
                by the PRC tax authorities pursuant to PRC Law, as well as any penalty,
                surcharge or fine in connection
                therewith;

            


    

    


    
      	
              Trade
                Secret

            	
              any
                information relating to this Agreement, the Transferor or the Transferee,
                including, without limitation, any information regarding costs,
                technologies, financial contracts, future business plans and any
                other
                information deemed by the Parties to be confidential, and which is
                unknown
                by the public, has practical value and is of economic benefit to
                the
                Parties;

            


    

    
      
         

        
          

        
Asset
        Transfer Agreement

    

     

    
      
        
        

      

      
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          3 -

        
          

        

      

      
        
        

      

    

     

    
      	
              1.2

            	
              Headings.
                All
                headings used herein are for reference purposes only and do not affect
                the
                meaning or interpretation of any provision
                hereof.

            


    

    


    
      	1.3	
              Appendices.
                Any
                reference herein to an Article or Appendix is to an article or appendix
                of
                this Agreement.

            


    

    


    
      	1.4	
              Other
                References. Unless
                otherwise indicated, a reference herein to a day, month or year is
                to a
                calendar day, month or year.

            


    

    


    
      	 	
               

            	 	
              
                II.   
                  Transfer of
                  Assets

              

            


    

    


    
      	2.1	
              Purchase
                Price. The
                Transferor shall transfer to the Transferee, and the Transferee shall
                purchase from the Transferor, the Assets free from any encumbrances
                for a
                total consideration of physical assets equivalent to the cash value
                of RMB
                363
                million (Purchase Price). 

            


    

    


    
      	
              2.2

            	
              Transfer
                of Assets

            


    

    


    
      	
            	2.2.1	
              The
                Assets shall be transferred in installments. The transfer procedure
                for
                the Assets shall be in accordance with the Assets Transfer Schedule
                as set
                forth in Appendix II).

            


    

    


    
      	
            	2.2.2	
              Party
                A shall obtain all Government Approvals necessary for the transfer
                of
                Assets (including approvals that are necessary for the transfer of
                state-owned assets) in accordance with Article 2.2.1.
                

            


    

    


    
      	
            	2.2.3	
              In
                the event that Party A intends to continue to transfer its other
                assets in
                relation to the Business, Party B is entitled to the first refusal
                under
                the same conditions.

            


    

    


    
      	
              2.3

            	
              Payment
                Schedule.
                The first installment of RMB 140 million shall be payable within
                5 days
                after the execution of this Agreement and
                the execlusive service agreement between Party B and Jinan Youxiantong
                Network Technology Co., Ltd.; the remainder of the consideration
                shall be
                payable in accordance with the Payment Schedule as set forth in Appendix
                III within 6 months after the execution hereof. The Transferee shall
                remit
                the Purchase Price in RMB to the bank account(s) designated by the
                Transferor. Any banking costs incurred from the payment of the Purchase
                Price shall be borne solely by the Transferor. The Transferor shall
                provide the Transferee with a formal invoice or receipt reflecting the
                receipt of the Purchase Price. 

            


    


    
      	
              2.4

            	
              Offset
                Right. 
                Notwithstanding anything herein to the contrary, the Transferee shall
                be
                entitled to offset against the Purchase Price any amount which the
                Transferor owes to the Transferee for any reason, including pursuant
                to
                damages from a breach of this Agreement as set forth in Article 7.
                Without
                limiting the generality of the foregoing, the Transferee shall be
                entitled
                to reduce the payments otherwise payable after the transfer of Assets
                by
                an amount equal to the aggregate amount due and payable by the Transferor
                to the Transferee.

            


    

     

    
      
        
          

        
Asset
        Transfer Agreement

    

     

    
      
        
        

      

      
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          4 -

        
          

        

      

      
        
        

      

    

    
    

     

    
      	 	
               

            	 	
              
                III.   
                  Assets to be
                  Transferred

              

            


    

    


    
      	
              3.1

            	
              Ownership.
                The ownership of and title to the Assets to be transferred shall
                pass to
                the Transferee upon delivery of the Assets pursuant to Article
                3.2.

            


    

    


    
      	
              3.2

            	
              Delivery
                and Acceptance.
                The Transferor shall, at their own expense, deliver the Transferred
                Assets
                to the Transferee at the location, at any time and in the manner
                specified
                by the Transferee in writing. The delivery shall not be deemed to
                have
                occurred until Transferee has reviewed and accepted, at its sole
                discretion, the Assets. The ownership of the Transferred Assets after
                delivery shall be transferred to Transferee, unless otherwise stipulated
                in the law or agreed to hereunder by the
                Parties.

            


    

    


    
      	3.3	
              Utilization. Except
                in the event of loss of or damage to the Assets set forth in Article
                3.4
                (if any), the Transferor, for the purposes of the Business, is entitled
                to
                continue with the free utilization of the
                Assets.

            


    

    


    
      	
              3.4

            	
              Maintenance.
                Until the Assets are delivered to the Transferee, the Transferor
                shall be
                responsible for the custody and maintenance of the Assets. Any material
                loss of or damage to the Assets shall be deemed as the Transferor’ failure
                to deliver the Assets and shall constitute a material breach of this
                Agreement, irrespective of whether such loss or damage is actually
                caused
                by or attributable to the Transferor.


            


    

    


    


    
      	 	
               

            	 	
              
                IV.    
                  Transferor’s Representations and
                  Warranties

              

            


    

    


    The
      Transferor represents and warrants as follows:

    


    
      	
              4.1

            	
              Ownership
                of Assets.
                Party A shall ensure that the Assets obtained by Party B are free
                from any
                encumbrances, and that Party A is entitled to freely dispose of the
                Assets. 

            


    


    
      	
              4.2

            	
              Condition
                of Assets.
                The Assets are in good and serviceable condition (subject to normal
                wear
                and tear where applicable) and are generally suitable for their intended
                purposes.

            


    

    


    
      	
              4.3
                

            	
              Intellectual
                Property Right
                The Assets are not in the situation of infringing upon the intellectual
                property rights and legal rights of any third
                person.

            


    

     

    
      
        

      

      Asset
        Transfer Agreement

       

    

    
      
        
        

      

      
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          5 -

        
          

        

      

      
        
        

      

    

     

    
      	
              4.4

            	
              All
                Necessary Assets. 
                The intangible assets listed in Appendix I represent all of the intangible
                assets owned by Party A necessary for the operation or promotion
                of the
                Business, and there are no intangible assets which have been used
                in the
                ordinary operation of the Business that are not included in Appendix
                I.
                

            


    

    


    
      	
              4.5

            	
              Disputes.
                There are no pending or threatened civil or criminal claims, prosecutions,
                lawsuits, investigations or other proceedings against the Transferor;
                nor
                is the Transferor aware of any contractual provisions or executable
                court
                rulings or injunctions that may be binding upon or affect the Transferor’
                property, including any intellectual property; the Transferor’ execution
                and performance of this Agreement, and the Transferee’s implementation or
                exercise of any right under this Agreement, does not violate any
                mortgage
                rights, contracts, rulings, decrees or laws that are binding upon
                the
                Transferor or the Parties’ assets. 

            


    

    


    
      	
              4.6
                

            	
              Others. 

            


    

    


    
      	
            	4.6.1	
              The
                Transferor has obtained any and all written approvals of any third
                party
                for the execution, delivery and performance of this Agreement and
                said
                transactions set forth in this
                Agreement.

            


    

    


    


    
      	 	
               

            	 	
              
                V.   
                  Transferor’s and Transferee’s
                  Undertaking

              

            


    

    


    The
      Transferor shall
      undertake the following:

    


    
      	
              5.1

            	
              Reasonable
                Assistance.
                The Transferor will provide such assistance as may be requested by
                the
                Transferee.

            


    

    


    
      	5.2	
              Registration.
                If
                the transfer of any Assets must be registered with a Government Authority,
                the Transferor shall submit to such Government Authority all the
                registration documents and take all reasonable actions needed before
                the
                date of such transfer. 

            


    


    
      	5.3	
              Indemnity. 
                The Transferor shall indemnify the Transferee against any and all
                damages
                and losses sustained by the Transferee that result, directly or
                indirectly, from third party action against any or all of the Transferor
                or the Transferee which result or arise from any activities involving
                any
                of the Transferors
                that occurred prior to or on the date
                of
                such transfer.
                

            


    

    


    The
      Transferee shall undertake the following:

    


    
      	
              5.4

            	
              Fund
                Provision.
                The Transferee shall make timely payments according to the Payment
                Schedule, Section 2.3 hereunder. The Transferee
                shall indemnify the Transferor against any and all damages and losses
                sustained by the Transferor that result, directly or indirectly,
                from
                third party action against the Transferor due to the Transferee’s failure
                to make the said payments according to the Payment Schedule, which
                result
                or arise from any activities involving the Transferor
                that occurred prior to the date
                of
                such transfer.
                

            


      	 	 


    

    
    

     

    
      
        

      

      Asset
        Transfer Agreement

       

    

    
      
        
        

      

      
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                VI.    
                  Mutual Representations and
                  Warranties

              

            


    

    


    The
      Transferor represents and warrants to the Transferee, and the Transferee
      represents and warrants to the Transferor, that:

    


    
      	6.1	
              it
                is a formally and lawfully established independent legal entity,
                and has
                obtained all necessary government approvals and registrations, which
                approvals and registrations are continuing and effective and it has
                sufficient authority to conduct its business in accordance with its
                business license, approval certificate, articles of association or
                similar
                corporate documents; 

            


    

    


    
      	6.2	
              it
                is fully authorized to sign this Agreement and to fulfill its obligations
                hereunder;

            


    

    


    
      	6.3	
              its
                signing of this Agreement and performance of any of its obligations
                hereunder will not violate:

            


    

    


    
      	
            	6.3.1	
              its
                business license, approval certificate, articles of association or
                similar
                corporate documents;

            


    

    


    
      	
            	6.3.2	
              any
                applicable laws or regulations, or the conditions attached to any
                authorization or approval granted by any governmental agency or body;
                and

            


    

    


    
      	
            	6.3.3	
              any
                other agreement which is binding on
                it;

            


    

    


    
      	6.4	
              there
                is no lawsuit, arbitration or other legal or government procedure
                pending
                or threatened against it which, based on its knowledge, could materially
                and adversely affect its performance of this
                Agreement;

            


    

    


    
      	
              6.5

            	
              it
                has disclosed to the other Party all documents issued by any government
                authority that might have a material adverse effect on the performance
                of
                its obligations under this
                Agreement;

            


    

    


    
      	
              6.6

            	
              it
                is not the subject of any liquidation or dissolution proceedings;
                and

            


    

    


    
      	
              6.7

            	
              it
                has neither been declared bankrupt by a court of competent jurisdiction
                nor entered into any bankruptcy
                proceedings.

            


    

      

    


    VII. Events
      of Breach

    


    
      	7.1	
              Events. The
                occurrence of 1 or both of the following events shall constitute
                a breach
                of this Agreement:

            


    

    


    
      	 	
              7.1.1

            	
              any
                of the Parties has materially breached the terms hereof or has failed
                to
                perform in any material respect its obligations hereunder, and such
                breach
                or nonperformance has not been remedied for a period of 10 days after
                receipt of any other Party’s written notice requesting such remedy;
                and

            


    

     

    
      
        

      

      Asset
        Transfer Agreement

       

    

    
      
        
        

      

      
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              7.1.2

            	
              any
                representation or warranty made by any of the Parties herein shall
                prove
                to have been false or misleading in any material
                respect.

            


    

    


    
      	7.2	
              Transferor
                Breach. Where
                the Transferor commits a breach of this Agreement, the Transferor
                shall be
                liable to compensate the Transferee for any and all damages caused
                to it
                as a result of the breach. 

            


    

    


    
      	
              7.3

            	
              Transferee
                Breach.
                Where the Transferee commits a breach of this Agreement, it shall
                be
                liable to compensate the Transferor for any and all damages caused
                to them
                as a result of the breach. 

            


    

    


    VIII.
       Force
      Majeure

    


    
      	8.1	
              Consultation.
                In
                the event of Force Majeure, the Parties shall promptly consult with
                each
                other to find a solution to the situation. 

            


    

    


    
      	8.2	
              Exemption.
                Should the occurrence of a Force Majeure result in any Party’s failure to
                perform its obligations under this Agreement in whole or in part,
                that
                Party may, unless otherwise stipulated by law, be exempted from performing
                those obligations to the extent of the effect of the Force Majeure
                in
                question.

            


    


    
      	8.3	
              Best
                Efforts.
                Subject to this Article 8, the Party affected by Force Majeure may
                suspend
                the performance of its obligations under this Agreement to the extent
                and
                for the duration thereof until the effect of the Force Majeure no
                longer
                operates. However, that Party shall exert its best efforts to remove
                any
                impediments resulting from the Force Majeure and to minimize to the
                greatest possible extent any damages incurred. With the agreement
                of the
                Parties, the term of this Agreement shall be extended by the period
                of
                such suspension without penalty to any
                Party.

            


    

    


    
      	8.4	
              Written
                Evidence.
                The Party claiming Force Majeure shall, as soon as possible after
                the
                occurrence of the Force Majeure, inform the other Parties of the
                situation
                and specify the reason for its failure to perform this Agreement,
                so as to
                minimize the damages inflicted upon the other Parties, and shall
                provide
                the other Parties with written evidence, certified by the relevant
                government authority, of the occurrence of the Force
                Majeure.

            


    

    


    
      	
              8.5

            	
              Non-Exemption.
                A
                Party shall not be exempted from performing its obligations under
                this
                Agreement where Force Majeure occurs following the delay by that
                Party to
                perform such obligations.

            


    

    


    
      	
              8.6

            	
              Termination.
                If Force Majeure prevails for a period of 30 days or more and has
                a
                material adverse effect on this Agreement, this Agreement may be
                terminated in accordance with Article
                9.1.3.

            


      	 	 


    

    
    

     

    
      
        

      

      Asset
        Transfer Agreement

       

    

    
      
        
        

      

      
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          8 -

        
          

        

      

      
        
        

      

    

     

    
      	 	
               

            	 	
              
                IX.      
                  Termination 

              

            


    

    


    
      	9.1	
              Conditions
                of Termination. This
                Agreement may only be terminated as listed below,
                namely:

            


    

    


    
      	
            	9.1.1	
              by
                the Transferee if the Transferor, and by the Transferor if the Transferee,
                commits a material breach of this Agreement which it fails to remedy
                within 10 days after the receipt of written notice from the non-breaching
                Party requesting such remedy;

            


    

    


    
      	
            	9.1.2	
              by
                the Transferee if the Transferor, and by the Transferor if the Transferee,
                becomes insolvent or declares
                bankruptcy;

            


    

    


    
      	
            	9.1.3	
              by
                the Transferee delivering written notice to the Transferor if Force
                Majeure prevails against the Transferor, and by the Transferor delivering
                written notice to the Transferee if Force Majeure prevails against
                the
                Transferee, as stipulated in Article 8.6;
                or

            


    


    
      	
            	9.1.4	
              by
                the Transferee if the Transferor, and by the Transferor if the Transferee,
                expressly states or by its conduct indicates that it will not discharge
                any of its obligations hereunder.

            


    

    


    
      	
              9.2

            	
              Effect
                of Termination.
                The termination of this Agreement shall not affect any rights and
                obligations which have accrued prior to the termination; provided,
                however, that nothing herein shall relieve any Party of any liability
                for
                any actions that occur before the termination of this
                Agreement.

            


    

    


    
      	 	
               

            	 	
              X.  
                Confidentiality

            


    

    


    
      	
              10.1

            	
              Non
                Disclosure.
                From the date hereof until 5 years hereafter, the Transferor shall
                not
                disclose or communicate to any person, other than to employees of
                the
                Parties and their respective affiliates for the sole purpose of
                implementing the transactions contemplated hereunder or as instructed
                by
                the Transferee, any Trade Secret which may be within or may come
                into
                their knowledge.

            


    

     

    
      	
              10.2

            	
              Breach
                of Obligations.
                The Parties shall take all necessary measures (including the signing
                of
                confidentiality agreements) to ensure that their respective directors,
                employees, agents, contractors, suppliers and advisors also comply
                with
                the confidentiality obligations set forth in this Chapter, and shall
                arrange for the summary dismissal of any such person who breaches
                these
                obligations.

            


    

    


    
      	
              10.3

            	
              Exceptions.
                The disclosure of any Trade Secret by any Party shall not be deemed
                to be
                in breach of this Article if any of the following circumstances
                apply:

            


    

    


    
      	
            	10.3.1	
              the
                information is in the public domain at the time of
                disclosure;

            


    

    
      
         

        
          

        
Asset
        Transfer Agreement

    

     

    
      
        
        

      

      
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            	10.3.2	
              the
                information is disclosed pursuant to the prior written agreement
                of the
                Parties;

            


    

    


    
      	
            	10.3.3	
              the
                information is required by any government authority or law to which
                a
                Party, or its affiliate is subject;
                or

            


    

    


    
      	
            	10.3.4	
              the
                information is provided to any director, employee, agent, contractor,
                supplier or advisor of an affiliate in the ordinary course of business
                pursuant to the prior written agreement of the
                Parties.

            


    

    


    
      	 	
               

            	 	
              XI.    
                Governing Law and Dispute
                Resolution

            


    

    


    
      	11.1	
              Governing
                Law.  
                This Agreement shall be governed by PRC Law.  Where PRC Law is silent
                on a particular matter relating to this Agreement, reference shall
                be made
                to international commercial
                practice.

            


    


    
      	11.2	
              Dispute
                Resolution. 
                

            


    

    


    
      	
            	11.2.1	
              If
                any dispute arises in connection with this Agreement, the Parties
                shall
                attempt in the first instance to resolve such dispute through friendly
                consultation or mediation.

            


    

    


    
      	
            	11.2.2	
              If
                the dispute cannot be resolved in the above manner within thirty
                (30) days
                after the commencement of consultations, either Party may submit
                the
                dispute to arbitration as follows:

            


    

    


    
      	
            	11.2.2.1	
              all
                disputes arising out of or in connection with this Agreement shall
                be
                submitted to China International Economic and Trade Arbitration Commission
                which shall be conducted by three (3) arbitrators in Beijing in accordance
                with the Commission’s arbitration rules;
                and

            


    

    


    
      	
            	11.2.2.2	
              the
                arbitration shall be conducted in the Chinese language, with the
                arbitral
                award being final and binding upon the Parties.  The cost of
                arbitration shall be allocated as determined by the arbitrators. 
                

            


    

     

    
      	
            	11.2.3	
              when
                any dispute is submitted to arbitration the Parties shall continue
                to
                perform this Agreement.

            


    

     

    
      	 	
               

            	 	
              XII.     
                Notices 

            


    

    


    
      	
              12.1

            	
              Notice.
                All notices and communications between the Parties shall be made
                in
                writing by facsimile transmission, delivery in person (including
                courier
                service) or registered mail to the addresses set forth
                below:

            


    

     

    The
      Transferor: Hubei
      Chutian Broadcasting and Television Network Co., Ltd. 

    
      
         

        
          

        
Asset
        Transfer Agreement



    
      
        
        

      

      
        -
          10 -

        
          

        

      

      
        
        

      

    

     

    Address : Special
      No.1 Zijin Village, Liangdao Street, Wuchang District, Wuhan City, Hubei 430071,
      the PRC

    

      
        	
                Tel

              	
                :

              	
                [·]

              
	
                Fax

              	
                :

              	
                [·]

              
	
                Attn

              	
                :

              	
                [·]

              


      

    

     

    The
      Transferee: Hubei
      Chutian Video Communication Network Co., Ltd.

    


    Address : 12th
      Floor, Block B, Chutian Urban Garden, 1 Zhongbei Avenue, Wuchang, Wuhan, Hubei
      Province, the PRC 

    
      
        	
                Tel

              	
                :

              	
                [·]

              
	
                Fax

              	
                :

              	
                [·]

              
	
                Attn

              	
                :

              	
                [·]

              


      

    


    
      	
              12.2

            	
              Time
                of Receipt. The
                time of receipt of the notice or communication shall be deemed to
                be:

            


    

    


    
      	
            	12.2.1	
              the
                time set
                forth in the transmission journal, in the case of a facsimile
                transmission, unless such facsimile transmission is sent after 5:00
                p.m.,
                in which event the date of receipt shall be deemed to be the following
                business day in the place of
                receipt;

            


    

    


    
      	
            	12.2.2	
              the
                time of signing of a receipt by the receiving Party in the case of
                delivery in person (including courier service);
                and

            


    

    


    
      	
            	12.2.3	
              7
                days from that shown on the official postal receipt, in the case
                of
                registered mail.

            


    

    


    
      	 	
               

            	 	
              XIII.     
                Miscellaneous

            


    

    


    
      	13.1	
              Entire
                Agreement.
                This Agreement represents the full agreement of the Parties as to
                the
                subject matter hereof, and shall supersede all prior discussions,
                proposals, negotiations and
                agreements.

            


    

    


    
      	13.2	
              Amendment.
                This Agreement can only be modified, altered or supplemented through
                written agreements signed by the
                Parties.

            


    

    


    
      	13.3	
              No
                Waiver.
                Failure or delay on the part of any Party to exercise any right under
                this
                Agreement shall not operate as a waiver
                thereof.

            


    

    


    
      	13.4	
              Severability.
                The invalidity of any provision of this Agreement shall not affect
                the
                validity of any other provision of this Agreement which is unrelated
                to
                that provision.

            


    

    


    
      	13.5	
              Language.
                This Agreement has been prepared in Chinese in 2 sets of originals.
                Each
                Party shall hold 1 set of original.


            


    

    
      
         

        
          

        
Asset
        Transfer Agreement

    

     

    
      
        
        

      

      
        -
          11 -

        
          

        

      

      
        
        

      

    

     

    
      	13.6	
              No
                Agency.
                The status of the Parties under this Agreement shall be that of
                independent contractors, and no Party has the right to make commitments
                for or on behalf of the other
                Party.

            


    

    


    
      	13.7	
              Tax.
                The Parties shall be responsible for its own tax obligations incurred
                in
                connection with this Agreement.

            


    

    


    
      	13.8	
              Expenses.
                Unless
                otherwise specified, each Party shall bear its own expenses incurred
                in
                preparing and performing this
                Agreement.

            


    


    
      	13.9	
              Further
                Assurance.
                Upon the request of any Party, the Parties shall execute such documents
                and do such things as are reasonably necessary to give effect to
                the
                transactions contemplated herein. If approvals from Government Authorities
                are required for any transactions contemplated herein, the Transferor
                shall use its best endeavors to obtain such
                approvals.

            


    

    


    
      	13.10	
              Taking
                Effect. This
                Agreement shall be effective upon signing by the Parties’ authorized
                representatives and shall be affixed with their respective company
                seals.
                

            


    

    


    [The
      space below is intentionally left blank.]

    
       

      
        

      
Asset
      Transfer Agreement


    
      
        
        

      

      
        -
          12 -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      Parties have arranged for this Agreement to be signed by their duly authorized
      representatives on the date first indicated above.

    

      
        	
                For
                  and on behalf of  

                Hubei
                  Chutian Broadcasting and Television Network Co.,
                  Ltd.

              
	 
	
                Signature   

              	
                :

              	 
	 	 	 
	
                Name    

              	
                :

              	
                Xianting,
                  Xiong

              
	 	 	 
	
                Title   

              	
                :

              	
                CEO

              
	 	 	 
	
                Company
                  Seal 

              	
                :

              	 


      

    

     

    
      
        	
                For
                  and on behalf of 

                Hubei
                  Chutian Video Communication Network Co., Ltd. 

              
	 
	
                Signature   

              	
                :

              	 
	 	 	 
	
                Name   

              	
                :

              	
                Bolin,
                  Zen

              
	 	 	 
	
                Title    

              	
                :

              	
                General
                  Manager

              
	 	 	 
	
                Company
                  Seal 

              	
                :

              	 


      

    

     

    
      
        

      

      Asset
        Transfer Agreement

       

    

    
      
        
        

      

      
        -
          13 -

        
          

        

      

      
        
        

      

    


    [Appendix
      I]

    


    List
      of Assets

    
       

      
        

      
Asset
      Transfer Agreement


    
      
        
        

      

      
        -
          14 -

        
          

        

      

      
        
        

      

    


    [Appendix
      II]

    


    Assets
      Transfer Schedule

    


    


    
      	
              Date

            	 	
              Total
                Sum of Assets

            
	
              June
                10th, 2008

            	 	
              RMB
                200 million

              (including
                the physical assets and the value of the proprietary rights)

            
	
              Within
                6 months

            	 	
              RMB
                389 million

              (including
                the physical assets and the value of the proprietary rights)

            


    

    
       

      
        

      
Asset
      Transfer Agreement


    
      
        
        

      

      
        -
          15 -

        
          

        

      

      
        
        

      

    


    [Appendix
      III]

    


    Payment
      Schedule

    


    


    
      	
              Date

            	 	
              Sum

            	 	
              Note

            
	
              Within
                5 days of the execution hereof

            	 	
              RMB
                140
                million

            	 	 
	
              Within
                6 months of the execution hereof

            	 	
              RMB
                223
                million

            	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    
       

      
        

      
Asset
      Transfer Agreement


    
      
        
        

      

      
        -
          16 -