[Reference
      Translation]

     

     

    


    
      
        

      

    

     

    Framework
      Agreement

     

    
      
        

      

    

    


    by
      and between

    


    Hubei
      Chutian Broadcasting and Television Network Co., Ltd.

    


    and

    


    Jinan
      Youxiantong Network Technology Co., Ltd.

     

     

     

    June
      2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      of Contents

    


    


    
      	
              Chapter

            	 	
              Page

            
	 	 	 
	
              1

            	
              Definitions
                and Interpretations

            	
              2

            
	
              2

            	
              Assets
                Transfer

            	
              5

            
	
              3

            	
              Establishment
                of New Company

            	
              7

            
	
              4

            	
              Transferred
                Assets

            	
              9

            
	
              5

            	
              Financial
                Arrangement

            	
              10

            
	
              6

            	
              Exclusive
                Cooperation Rights of Business

            	
              11

            
	
              7

            	
              Representations
                and Warranties

            	
              12

            
	
              8

            	
              Covenants

            	
              13

            
	
              9

            	
              Conditions
                Precedent

            	
              15

            
	
              10

            	
              Closing

            	
              15

            
	
              11

            	
              Effective
                Date and Termination

            	
              16

            
	
              12

            	
              Events
                of Breach

            	
              17

            
	
              13

            	
              Force
                Majeure

            	
              18

            
	
              14

            	
              Confidentiality

            	
              19

            
	
              15

            	
              Miscellaneous

            	
              19

            


    

     

    
      
        
          

        

      

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    This
      Framework
      Agreement (Agreement)
      is
      entered into on June 05th,
      2008 in
      Wuhan, Hubei Province, People’s Republic of China (PRC)

    


    by
      and between 

    


    
      	
              (1)

            	
              Hubei
                Chutian Broadcasting and Television Network Co., Ltd. (Party
                A),
                a
                legal entity established under the laws of the PRC with its registered
                address at Special No.1 Zijin Village, Liangdao Street, Wuchang District,
                Wuhan City, Hubei 430071, the PRC;
                and

            


    

     

    
      	
              (2)

            	
              Jinan
                Youxiantong Network Technology Co., Ltd.
                (Party
                B),
                a legal entity established under the laws of the PRC with its registered
                address at Suite 1014 Wenjiao Tower, Qingnian East Road, Jinan, Shandong
                Province 250004, the PRC,.

            


    

    


    (Party
      A
      and Party B each individually referred to as a Party
      and
      collectively as the Parties.)

    


    RECITALS

    


    Party
      A
      has already obtained the licenses necessary to conduct the Business (as defined
      below) in the PRC and Party A intends to jointly establish Hubei Chutian Video
      & Information Network (New
      Company)
      in
      Hubei Province with Party B in order to promote the cooperative operation of
      the
      Business.

    


    NOW,
      THEREFORE,
      the
      Parties agree as follows:

    


    Chapter
      1 Definitions
      and Interpretations

    


    
      	
              1.1

            	
              Definitions

            


    

    


    Unless
      otherwise indicated, the following terms in this Agreement shall have the
      meanings set forth below:

    


    
      	
              Affiliate

            	
              in
                relation to an entity, means a company:

               

              (a) in
                which the entity holds, directly or indirectly, at least 10% of the
                equity
                interest or voting rights;

               

              (b) which
                is a Subsidiary of the Parent Company of the entity;

               

              (c) which
                owns or controls, directly or indirectly, the equity interest or
                voting
                rights of the Parent Company of the entity; or

            
	 	 
	 	
              (d) which
                is a Subsidiary of the Parent Company of the entity described in
                (c)
                above;

            


    

    
       

      
        

      

    

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              Appraisal

            	
              the
                respective appraisal on the Assets, Contributed Assets or Transferred
                Assets conducted by a qualified appraisal agent;

            
	 	 
	
              Assets

            	
              the
                assets relating to the Business as listed in Schedule I, which, for
                the
                avoidance of doubt, are free of all debts, correspond to the assets
                of the
                Business in relation to 800,000 of the registered subscribers to
                Party A
                and are valued at RMB 640
                million (of which the appraisal value of the physical assets shall
                be RMB
                414 million, and the appraisal value of the intangible assets value
                relating to exclusive operating rights and network resources shall
                be RMB
                226 million);

            
	 	 
	
              Contributed
                Assets

            	
              the
                assets that are contributed to the New Company by Party A as capital
                as
                listed in Schedule II, which, for the avoidance of doubt, does not
                include
                any debts or the value of the proprietary rights and are valued at
                RMB 51
                million;

            
	 	 
	
              Transferred
                Assets

            	
              the
                assets to be transferred to the New Company subsequent to its
                establishment by Party A as listed in Schedule III, which, for the
                avoidance of doubt, are free of all debts and the value of intangible
                rights, and are valued at RMB 363 million upon the agreement of the
                Parties; 

            
	 	 
	
              Business

            	
              Means
                (within the Exclusive Cooperation Area):

               

              l 
any
                business with respect to the design, construction and operation of
                cable
                TV projects and networks (including TV fee collection of distribution
                net
                and network leases);

               

              l 
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

               

              l 
value-added
                network business; 

            
	 	 
	
              Closing

            	
              Execution
                and delivery of the transaction documents by the Parties and other
                relevant parties upon the date of the fulfillment of all the conditions
                precedent listed in Article 9.1 (unless waived in accordance with
                Article
                9.2.3) which shall occur no later than June 10th,
                2008, unless extended in accordance with Article 9.2.2;
                

            


    

     

    
      
        
          

        

      

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              Force
                Majeure

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

            
	 	 
	
              Government
                

              Approvals

            	
              as
                defined in Article 7.2.5;

            
	 	 
	
              Exclusive
                

              Cooperation
                Area

            	
              refers
                to the all
                the cable TV distribution networks that are fully owned through asset
                or
                equity purchase methods by Party A in all the following municipal
                cities,
                districts, counties, independent factories and mines that contain
                800,000
                registered subscribers: Xiantao City, Qianjiang City, Jinxiang Group,
                Yicheng City, Gong’an County, Baokang County, Yuan’an County, Jingshan
                County, Dangyang City, Shaxiang County, Guangshui City, Shennongjia
                Forest
                Area, Yingshan County, Qujialing Administration Zone, Tongcheng County,
                Longganhu Administration Zone, and Zhongxiang City; in the event
                that
                Party B plans to expand the Exclusive Cooperation Area or to extend
                the
                cooperation regarding the other assets in relation to the Business,
                Party
                A shall execute the relevant documents with Party B (or its designated
                party) so that the Parties may extend the Exclusive Cooperation Area
                to
                all the municipal cities, districts, counties, independent factories
                and
                mines in Hubei Province in which the cable distribution network is
                acquired by Party A under the same conditions set forth hereunder,
                in
                which area the registered subscribers are no less than 1.6 million.
                In the
                event of no such expansion of the Exclusive Cooperation Area due
                to Party
                B, the cooperative operation related to the Business set forth hereunder
                in the present Exclusive Cooperation Area may not be affected.
                

            
	 	 
	
              Parent
                Company

            	
              in
                relation to a company, means a company of which the company is a
                Subsidiary (as defined below);

            


    

     

    
      
        
          

        

      

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              PRC
                Laws

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

            
	 	 
	
              RMB

            	
              Renminbi,
                the lawful currency of the PRC;

            
	 	 
	
              Subsidiary

            	
              in
                relation to a company, means a company in which another company holds,
                directly or indirectly, 50% or more of the first company’s total equity
                interest or voting rights; 

            
	 	 
	
              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 or the parties, including
                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;

            
	 	 
	
              Transaction

              Documents

            	
              all
                documents that require signing under PRC Law in order to complete
                the
                transactions contemplated under this Agreement;

            
	 	 
	
              Transferred
                Staff

            	
              as
                defined in Article 3.5.1.

            


    

    

      
        	1.2	
                Interpretations

              


      

       

      
        All
          headings used herein are for reference purposes only and do not affect
          the
          meaning or interpretation of any provision hereof. Any reference herein
          to an
          Article, Chapter or Schedule is to an article, chapter or schedule of this
          Agreement. Unless otherwise indicated, a reference herein to a day, month
          or
          year is to a calendar day, month or year. A reference to a business day
          is to a
          day on which commercial banks are open for business. The term “including”, shall
          mean “including without limitation”.

        


        Chapter
          2 Assets
          Transfer

        


        
          	
                  2.1

                	
                  Asset
                    Appraisal

                


        

        


        
          	 	
                  2.1.1

                	
                  Party
                    A shall cause its Affiliates (Party A’s Affiliates in relation to the
                    Assets Transfer are listed in Schedule IV) to cause the Appraisal
                    of the
                    Assets.

                


        

        
           

          
            
              
                

              

            

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                  2.1.2

                	
                  Party
                    A shall provide Party B in 10 days after the signing date of
                    this
                    Agreement with an Assets Appraisal report issued by the aforesaid
                    agent
                    .

                


        

        


        
          	 	
                  2.1.3

                	
                  Where
                    the Assets Appraisal report is issued by the appraisal agency
                    appointed by
                    Party A and the appraisal amount is confirmed by the relevant
                    government
                    agencies, Party B undertakes to raise no objection to the appraisal
                    amount.

                


        

         

        
          	
                  2.2

                	
                  Assets
                    Transfer

                


        

        


        
          	 	
                  2.2.1

                	
                  Upon
                    the completion of the Appraisal stipulated in Article 2.1, Party
                    A shall
                    cause its Affiliates as listed in Schedule IV to each transfer
                    the
                    respective Assets to Party A.

                


        

        


        
          	 	
                  2.2.2

                	
                  Party
                    A shall obtain all Government Approvals necessary for the Assets
                    transfer
                    (including without limitation those Government Approvals for
                    the transfer
                    of state-owned assets) in accordance with Article 2.2.1. Party
                    A shall
                    ensure that all procedures with respect to Assets transfer will
                    be
                    completed , and it will have obtained the entire ownership of
                    the Assets
                    in accordance with PRC Law.

                


        

        


        
          	 	
                  2.2.3

                	
                  Party
                    A shall ensure that the Assets obtained by Party A are free from
                    any
                    encumbrances, and that Party A is entitled to exploit its ownership
                    of the
                    Assets or dispose of the Assets freely pursuant to the relevant
                    laws and
                    regulations. 

                


        

        


        Chapter
          3 Establishment
          of New Company

        


        
          	
                  3.1

                	
                  New
                    Company

                


        

        


        
          	 	
                  3.1.1

                	
                  As
                    soon as practicable after the completion of the Assets transfer
                    stipulated
                    in Chapter 2, the parties shall each contribute their registered
                    capital
                    in order to establish the New Company. After the establishment
                    of the New
                    Company, the New Company shall cooperate with Party A to operate
                    the
                    Business within the Exclusive Cooperation
                    Area.

                


        

        


        
          	 	
                  3.1.2

                	
                  The
                    registered capital of the New Company shall be RMB 100 million.
                    Party A
                    will contribute the Contributed Assets to the New Company and
                    obtain 51%
                    of the equity interests therein; Party B will make a cash contribution
                    of
                    RMB 51 million to the New Company, in which RMB 49 million is
                    contributed
                    to the registered capital and obtain 49% of the equity interests
                    therein,
                    and the remainder RMB 2 million is contributed to the capital
                    reserves and
                    jointly possessed by the Parties,.

                


        

        
           

          
            
              
                

              

            

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          	3.2	
                  Appraisal
                    of the Contributed Assets

                


        

        


        
          	 	
                  3.2.1

                	
                  Party
                    A shall, at its own cost, conduct the Appraisal of the Contributed
                    Assets,
                    these costs to be reimbursed by the New Company following its
                    establishment. 

                


        

        


        
          	 	
                  3.2.2

                	
                  Party
                    A shall ensure that the Appraisal in Article 3.2.1 shall be completed
                    no
                    later than June 10th, 2008.

                


        

        


        
          	
                  3.3

                	
                  Establishment
                    of the New Company

                


        

        


        
          	 	
                  3.3.1

                	
                  As
                    soon as practicable after the completion of the Appraisal stipulated
                    in
                    Article 3.2, Party A shall contribute the Contributed Assets
                    and Party B
                    shall contribute RMB 51 million to jointly establish the New
                    Company in
                    Wuhan, PRC.

                


        

        


        
          	 	
                  3.3.2

                	
                  Party
                    A shall make advance payment to obtain any and all prior approvals
                    necessary for contributing the Contributed Assets to the New
                    Company and
                    obtaining 51% of the equity interests of the New Company under
                    PRC Law.
                    The New Company shall reimburse the foregoing expenses after
                    its
                    establishment.

                


        

        


        
          	 	
                  3.3.3

                	
                  The
                    amount of Party A’s contribution to the New Company’s registered capital
                    shall be in accordance with the appraised value of the Contributed
                    Assets
                    described in the Appraisal report. Should the appraised value
                    of the
                    Contributed Assets be less than RMB 51, million, Party A shall
                    pay the
                    difference by contributing other
                    assets.

                


        

        


        
          	 	
                  3.3.4

                	
                  The
                    New Company’s business scope shall include design, installation and
                    related business of the cable TV projects; design, construction,
                    management and maintenance of the cable TV network; management
                    of the
                    business with respect to the analog TV, digital networks and
                    digital TV,
                    consultation, software, system integration and construction and
                    other
                    value-added business with respect to the cable digital TV as
                    determined by
                    the parties.

                


        

        


        
          	
                  3.4

                	
                  Registration
                    of the New Company

                


        

        


        
          	
                	3.4.1	
                  Party
                    A shall make advance payment to cause the New Company to obtain
                    the
                    business license , the tax registration certificate and all other
                    necessary certificates and filings necessary for the establishment
                    and
                    contemplated operation of the New Company under PRC Law. The
                    New Company
                    shall pay back the foregoing expenses after its
                    establishment.

                


        

        


        
          	
                	3.4.2	
                  In
                    the event that the documents related to the Parties’ contribution are
                    fully prepared, Party A shall ensure that New Company shall obtain
                    all
                    certificates as described in Article 3.4.1 before June 10th,
                    2008.

                


        

        
           

          
            
              
                

              

            

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                  3.5

                	
                  Transfer
                    of Employees

                


        

        


        Upon
          the
          establishment of New Company, Party A shall:

        


        
          	 	
                  3.5.1

                	
                  provide
                    Party B with written notice as to which of Party A’s employees will be
                    retained by the New Company (Transferred Staff), which
                    personnel shall include the individuals listed in Schedule V;
                    

                


        

        


        
          	 	
                  3.5.2

                	
                  be
                    responsible for the payment of any costs related to any labor
                    disputes
                    that may arise from Transferred Staff in respect of their employment
                    relationship with Party A;

                


        

        


        
          	 	
                  3.5.3

                	
                  ensure
                    that any arrangement made by Party A with the Transferred Staff
                    shall not
                    give rise to or result in any adverse impact on the employee
                    relations,
                    business, operations or financial or Tax position of Party A
                    or the New
                    Company; nor will any commitment be made, or additional obligation
                    or
                    liability be incurred, by the New Company;


                


        

        


        In
          the
          event that there is any such commitment, obligation or liability (including
          liability in relation to Tax) in respect of the New Company as mentioned
          in
          Article 3.5.3, Party A shall indemnify the New Company from all losses,
          claims,
          damages, costs and expenses arising from any and all such commitment, obligation
          or liability. Further, the rights and obligations between the staff of
          the New
          Company and the New Company shall be determined in accordance with the
          rules and
          regulations of the New Company. Any legal disputes arising hereunder shall
          be
          resolved in accordance with the Labor
          Law
          and the
Employment
          Contract Law.

        


        
          	 	
                  3.5.4

                	
                  make
                    its best effort to cause the Transferred Staff to enter into
                    standard
                    employment contracts to the satisfaction of Party B, or to enter
                    into
                    employee secondment contracts to the satisfaction of Party B
                    containing
                    non-competition and confidentiality commitments, so as to second
                    the
                    Transferred Staff to work in the New Company.


                


        

        


        
          	
                  3.6

                	
                  Corporate
                    Governance

                


        

        


        
          	 	
                  3.6.1

                	
                  The
                    New Company shall establish a board of directors (Board),
                    consisting of 5 directors. Party B shall appoint 2 directors,
                    and Party A
                    shall appoint 3 directors.

                


        

        


        
          	 	
                  3.6.2

                	
                  The
                    New Company’s general manager shall be appointed by Party A upon the prior
                    written consent of Party B. The CFO shall be appointed by Party
                    B upon the
                    prior written consent of Party A.

                


        

        
           

          
            
              
                

              

            

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                  3.7

                	
                  Exclusive
                    Cooperation

                


        

        


        During
          the term of this Agreement, Party A shall not, and shall ensure that its
          shareholders shall not, directly or indirectly cooperate with any 3rd parties
          (except for Party B and the New Company) with respect to the Business,
          including
          by establishing any entity within the Exclusive Cooperation Area.

        


        Chapter
          4 Transferred
          Assets

        


        
          	
                  4.1

                	
                  Transferred
                    Assets

                


        

        


        
          	 	
                  4.1.1

                	
                  Within
                    5 days after the establishment of the New Company, Party A and
                    the New
                    Company shall enter into an assets transfer agreement, under
                    which Party A
                    shall sell to the New Company all of the Transferred Assets in
                    installments. All the Transferred Assets shall be transferred
                    to the New
                    Company within 6 months after the Closing. The asset transfer
                    agreement
                    referred to in this Section 4.1.1 shall include a specific plan
                    for the
                    transferred assets in installments (Transfer Plan), which
                    shall be formulated on the basis of the requirements of the New
                    Company’s
                    business operation and as agreed upon by the Parties. For the
                    avoidance of
                    doubt, the Parties acknowledge and agree that the Contributed
                    Assets plus
                    the Transferred Assets shall correspond to the Assets of 800,000
                    of the
                    registered subscribers listed in Appendix I.


                


        

        


        
          	 	
                  4.1.2

                	
                  Party
                    A shall, at its own expense, obtain any and all Government Approvals
                    necessary for the Transferred Assets (including all approvals
                    necessary
                    for the transfer of state-owned assets) as described in Article
                    4.1.1.
                    Party A shall ensure that all procedures with respect to the
                    transfer of
                    each part of Transferred Assets will be completed, and the New
                    Company
                    will have obtained the entire ownership of each part of Transferred
                    Assets
                    within 30 days after such part of the Transferred Assets is transferred
                    according to the transfer schedule in the assets transfer agreement,
                    in
                    accordance with PRC Law.

                


        

        


        
          	 	
                  4.1.3

                	
                  Party
                    A shall ensure that the Transferred Assets obtained by the New
                    Company are
                    free from any encumbrances, and that the New Company is entitled
                    to
                    exploit its ownership of the Transferred Assets or dispose of
                    the
                    Transferred Assets freely pursuant to the relevant laws and regulations.
                    

                


        

        


        
          	
                	4.1.4	
                  In
                    the event that Party B plans to expand the Exclusive Cooperation
                    Area or
                    to extend the cooperation regarding the other assets in relation
                    to the
                    Business, Party A shall execute the relevant documents with Party
                    B (or
                    its designated party) so that the Parties may extend the Exclusive
                    Cooperation Area to all the municipal cities, districts, counties,
                    independent factories and mines in Hubei Province in which the
                    cable
                    distribution network is acquired by Party A under the same conditions
                    set
                    forth hereunder, in which area the registered subscribers are
                    no less than
                    1.6 million.

                


        

        
           

          
            
              
                

              

            

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                  4.2

                	
                  Consideration

                


        

        


        Party
          A
          acknowledges and agrees that as the consideration for the Transferred Assets
          the
          New Company shall make payment in the amount of RMB 363 million in installments.
          The first installment of RMB 140 million will be payable within 5 days
          of the
          execution of the related asset transfer agreement and the Service Agreement
          under Section 5.2.2; the remainder of the consideration valued at RMB 223
          million shall be paid within 6 months after the Closing. The specific time
          and
          method of the payment mentioned herein shall be pursuant to the Transfer
          Plan
          set forth under the assets transfer agreement entered into by the
          Parties.

        


        Chapter
          5 Financial
          Arrangement

        


        
          	
                  5.1

                	
                  Initial
                    Financial Support from Party B

                


        

        


        
          	 	
                  In
                    order to enable the New Company to pay for the Transferred Assets
                    ,Party B
                    shall extend to the New Company initial financial support in
                    the amount of
                    RMB 140 million by a method agreed between the Parties. The terms
                    of the
                    agreement for such financial support entered into by the New
                    Company and
                    Party B shall be confirmed by Party
                    A.

                


        

        


        
          	
                  5.2

                	
                  Further
                    Financial Support of Party B and Service
                    Agreement

                


        

         

        
          	 	
                  5.2.1

                	
                  In
                    addition to the initial financial support prescribed in Section
                    5.1,
                    within 6 months after the Closing, Party B shall extend to the
                    New Company
                    financial support in the full amount of RMB 223 million by a
                    method agreed
                    between the Parties. Upon the completion of said further financial
                    support, Party B shall have extended to the New Company RMB 414
                    million in
                    total,
                    of
                    which RMB 51 million shall be the registered capital and capital
                    reserves,
                    and RMB 363 million shall be the supporting funds. The New Company
                    shall
                    use the said RMB 363 million as consideration for the Transferred
                    Assets,
                    and the remaining RMB 51 million provided by Party B shall be
                    used as the
                    New Company’s operation funds.

                


        

        


        
          	 	
                  5.2.2

                	
                  Party
                    A acknowledges and agrees that one of the conditions for the
                    provision of
                    the said financial support to the New Company by Party B in accordance
                    with Article 5.2.1 is that the New Company shall enter into an
                    exclusive
                    technology service agreement with Party B (Service
                    Agreement). In accordance with the Service Agreement, the New
                    Company shall only hire Party B to provide exclusive technology
                    service
                    during the term of this Agreement. In accordance with the Service
                    Agreement, the New Company shall pay 11% of its net profits to
                    Party B, as
                    consideration for the exclusive technology services. The profits
                    of the
                    New Company shall be apportioned to Party A and Party B at the
                    rate of 40%
                    and 60% respectively. Other specific terms of the Service Agreement
                    shall
                    be separately determined by the parties . The term of the Service
                    Agreement shall be 20 years and Party B shall enjoy a right of
                    first
                    refusal to extend the aforesaid term for another 10 years upon
                    expiration.

                


        

        
           

          
            
              
                

              

            

            Framework
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              10
              -

            
              

            

          

          
            
            

          

        

         

        Chapter
          6 Exclusive
          Cooperation Rights of Business

        


        
          	
                  6.1

                	
                  Exclusive
                    Cooperation Agreement

                


        

        


        Upon
          the
          establishment of the New Company, Party A and the New Company shall enter
          into
          an exclusive cooperation agreement (Exclusive
          Cooperation Agreement).
          The
          term of the Exclusive Cooperation Agreement shall be 20 years and the New
          Company shall enjoy a right of first refusal to extend the aforesaid term
          for
          another 10 years upon expiration.

        


        
          	
                  6.2

                	
                  Cooperation
                    Scope

                


        

        


        Party
          A
          shall help the New Company to obtain all possible support and most-favored
          treatment with respect to the Business, including exclusive operation with
          Party
          B to provide any services related to the Business within the Exclusive
          Cooperation Area. 

        


        
          	
                  6.3

                	
                  Exclusive

                


        

        


        
          	 	
                  6.3.1

                	
                  Party
                    A shall not, and shall ensure that its shareholders shall not,
                    directly or
                    indirectly (i) encourage or ask other individual or entity related
                    to any
                    business or services under the Exclusive Cooperation Agreement
                    to address
                    enquiries; (ii) accept such enquiries from the aforesaid individual
                    or
                    entity; (iii) communicate, negotiate with the aforesaid individual
                    or
                    entity; or (iv) provide the aforesaid individual or entity with
                    information.

                


        

        


        
          	 	
                  6.3.2

                	
                  Should
                    Party A or its shareholders receive any invitation or other documents
                    regarding entering into any transaction or service agreement
                    under the
                    Exclusive Cooperation Agreement from any 3rd parties, Party A
                    shall
                    promptly notify Party B. Party A shall ensure that its shareholders
                    comply
                    with Article 6.3.1 and be liable for any breach by its shareholders
                    of
                    Article 6.3.1.

                


        

        
           

          
            
              
                

              

            

            Framework
              Agreement

             

          

        

        
          
            
            

          

          
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              11
              -

            
              

            

          

          
            
            

          

        

        
           

          Chapter
            7 Representations
            and Warranties

           

        

        
          	
                  7.1

                	
                  Joint
                    Representations and Warranties

                


        

        


        
          	 	
                  Each
                    of the parties represents and warrants
                    that:

                


        

        


        
          	 	
                  7.1.1

                	
                  it
                    has all necessary power and authority to execute, deliver and
                    perform this
                    Agreement and all Transaction Documents to which it is a party;
                    

                


        

        


        
          	 	
                  7.1.2

                	
                  the
                    execution and performance of this Agreement and any Transaction
                    Documents
                    to which it is a party have been duly and validly authorized
                    by all
                    necessary corporate action; and

                


        

        


        
          	 	
                  7.1.3

                	
                  the
                    execution, delivery and performance of this Agreement or any
                    Transaction
                    Documents to which it is a party will not contravene, conflict
                    with, or
                    result in a violation of any provision of its organizational
                    documents or
                    any contract, agreement, understanding, other legal arrangement,
                    law or
                    order to which it is subject. 

                


        

        


        
          	
                  7.2

                	
                  Representations
                    and Warranties of Party A

                


        

        


        
          	 	
                  Party
                    A further represents and warrants to Party B
                    that:

                


        

        


        
          	 	
                  7.2.1

                	
                  the
                    Assets, Contributed Assets and Transferred Assets are free from
                    any
                    encumbrances;

                


        

        


        
          	 	
                  7.2.2

                	
                  there
                    is no lawsuit, third party claim, order or investigation pending
                    against
                    itself relating to Assets, Contributed Assets, Transferred Assets
                    or
                    Business by any third party, court, or governmental or arbitral
                    body;
                    and

                


        

        


        
          	 	
                  7.2.3

                	
                  all
                    agreements with third parties, including employees and customers,
                    have at
                    all times been honored completely and timely by
                    itself;

                


        

        


        
          	 	
                  7.2.4

                	
                  the
                    Assets, Contributed Assets and Transferred Assets constitute
                    all of the
                    assets used in or necessary for the operation of the Business;
                    and
                    

                


        

        


        
          	 	
                  7.2.5

                	
                  all
                    the consents, permissions, approvals and registrations as required
                    by PRC
                    Law (Government Approvals, including those listed in
                    Schedule VI) have been obtained from the relevant competent administration
                    agencies and such Government Approvals are
                    valid.

                


        

        


        
          	
                  7.3

                	
                  Independent
                    Effect of Representations and
                    Warranties

                


        

        


        The
          representations and warranties shall be separate and independent and, save
          as
          expressly provided, shall not be limited by reference to any of the other
          representations and warranties or anything in this Agreement.

         

        
          
            
              
                
                  

                

              

              Framework
                Agreement


            

          

        

        
          
            
            

          

          
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              12
              -

            
              

            

          

          
            
            

          

        

         

        Chapter
          8 Covenants

        


        
          	
                  8.1

                	
                  Duties
                    in Respect of the Transferred
                    Staff

                


        

        


        Prior
          to
          the New Company’s hire of the Transferred Staff, Party A shall:

        	  	 


        
          	 	
                  8.1.1

                	
                  fully
                    settle the severance payments or enter into relevant agreements
                    with the
                    Transferred Staff, as required by PRC
                    Law;

                


        

        


        
          	 	
                  8.1.2

                	
                  pay
                    all required social insurance premiums for the Transferred Staff
                    during
                    the period, in which such Transferred Staff work with Party A,
                    in full and
                    on time, or attend to all necessary procedures to obtain exemptions
                    or
                    waivers of such obligations from relevant government authorities
                    and (or)
                    the Transferred Staff to the extent necessary, to ensure that
                    the
                    Transferred Staff may be employed by the New
                    Company;

                


        

        


        
          	 	
                  8.1.3

                	
                  fully
                    pay all wages, allowances, subsidies (including medical subsidies),
                    bonuses or other outstanding payments or benefits to any of the
                    Transferred Staff during the period, in which such Transferred
                    Staff work
                    with Party A; and

                


        

        


        
          	 	
                  8.1.4

                	
                  withhold,
                    file and pay the individual income tax payable on wages, bonuses,
                    allowances, subsidies, or other payments or benefits received
                    in respect
                    of the Transferred Staff.

                


        

        


        
          	
                  8.2

                	
                  Duties
                    in Respect of the New Company / the
                    Assets

                


        

        


        Party
          A
          covenants that it shall not authorize any other party, without the prior
          written
          consent of Party B, to:

        


        
          	 	
                  8.2.1

                	
                  create
                    or permit to arise any lien, encumbrance, pledge, mortgage or
                    any security
                    or other third party right or interest on or in respect of any
                    of the
                    Assets, Contributed Assets and Transferred Assets or grant or
                    issue or
                    agree to grant or issue any
                    guarantee;

                


        

        


        
          	 	
                  8.2.2

                	
                  enter
                    into any transaction or arrangement with respect to the Assets,
                    Contributed Assets and Transferred
                    Assets;

                


        

        


        
          	 	
                  8.2.3

                	
                  depart
                    from the ordinary course of Party A or the New Company’s daily business
                    operations in either of the following
                    respects:

                


        

        


        
          	
                	8.2.3.1	
                  enter
                    into any agreements or materially modify or terminate any agreements
                    related to the Business; and

                


        

        


        
          	
                	8.2.3.2	
                  enter
                    into any agreements relating to the Business signed after the
                    date hereof
                    where the value or consideration of the proposed agreement exceeds
                    RMB 1
                    million or has a term of more than 3
                    months.

                


        

        
          
             

            
              
                
                  

                

              

              Framework
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              13
              -

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  8.2.4

                	
                  increase
                    or agree to increase the remuneration (including bonuses, commissions
                    and
                    benefits in kind) of any of the members of the Board or employees
                    of the
                    New Company or provide or agree to provide any gratuitous payment
                    or
                    benefit to any such person or any of their dependents;
                    and

                


        

        


        
          	
                  8.3

                	
                  Transactions

                


        

        


        Unless
          otherwise provided hereunder, in respect of the transactions contemplated
          under
          this Agreement, Party A shall, at its own expense, obtain all consent,
          approval
          or authorization of, or declaration, filing or registration with, any
          governmental authority in connection with the execution, delivery and
          performance of this Agreement and any Transaction Documents to which it
          is a
          party.

        


        
          	
                  8.4

                	
                  Government
                    Approvals

                


        

        


        Party
          A
          shall, using its own expenses, ensure its annual inspection and/or the
          extension
          of the Government Authorization (if applicable) appropriately and on time,
          and
          ensure the validity of Government Authorization during the term of Exclusive
          Cooperation Agreement as prescribe by Article 6.1 as well as the term as
          the
          parties agree to extend.

        


        
          	
                  8.5

                	
                  Non-competition

                


        

        


        After
          Closing, unless obtaining the prior consent of Party B, Party A, within
          the
          Exclusive Cooperation Area, shall not, and shall ensure that its shareholders
          shall not invest or manage any business directly or indirectly in competition
          with the Business, or employ, engage or try to engage any Transferred
          Staff.

        


        
          	
                  8.6

                	
                  Indemnification

                


        

        


        Each
          party hereby unconditionally and irrevocably agrees to indemnify indefinitely
          the other party and hold it harmless from and against all losses, claims,
          damages, expenses (including legal expenses) and liabilities which the
          other
          party may sustain, suffer or incur in connection with the transactions
          contemplated under this Agreement and as a result of any breach of this
          Agreement.

        


        
          	
                  8.7

                	
                  Notification
                    by parties

                


        

        


        
          	 	
                  8.7.1

                	
                  Party
                    A shall forthwith notify Party B upon becoming aware of any event
                    that may
                    show, reveal or cause any of its warranties hereunder to be incorrect,
                    untrue, misleading or breached in any material respect or that
                    may have
                    any material adverse effect on the assets or liabilities of Party
                    A.

                


        

        


        
          	 	
                  8.7.2

                	
                  Party
                    B shall forthwith notify Party A upon it becoming aware of any
                    event that
                    may show, reveal or cause any warranties given by Party B hereunder
                    as or
                    to be incorrect, untrue, misleading or breached in any material
                    respect.

                


        

        
           

          
            
              

            

            
              Framework
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              14
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        Chapter
          9 Conditions
          Precedent

        


        
          	
                  9.1

                	
                  Conditions
                    Precedent

                


        

        


        Closing
          is subject to the satisfaction of all of the following conditions
          precedent:

        


        
          	 	
                  9.1.1

                	
                  the
                    confirmation of the Transaction Documents by all the parties
                    thereto;

                


        

        


        
          	 	
                  9.1.2

                	
                  the
                    representations and warranties of the Parties remaining true
                    and accurate
                    and being fully adhered to in all material respects at the time
                    of
                    Closing;

                


        

        


        
          	 	
                  9.1.3

                	
                  the
                    due completion of Party A’s covenants under Articles 2 and
                    3.3.2.

                


        

        


        
          	
                  9.2

                	
                  Satisfaction
                    and Waiver of Conditions
                    Precedent

                


        

        


        
          	 	
                  9.2.1

                	
                  Within
                    3 business days after the satisfaction of the conditions precedent
                    described in Article 9.1, Party A shall notify Party B. Within
                    3 business
                    days after the issuance of the said notification, Party B shall
                    confirm
                    the same in writing to Party A. Closing shall then be arranged
                    within 3
                    business days after receipt of Party B’s confirmation.
                    

                


        

        


        
          	 	
                  9.2.2

                	
                  In
                    the event that the conditions precedent set forth in Article
                    9.1 are not
                    fulfilled (or waived as provided in Article 9.2.3) on or before
                    June 10th,
                    2008, or such later date as the parties may agree, this Agreement
                    (except
                    Chapter 11) shall become null and void and be of no further effect
                    whatsoever and all the obligations and liabilities of the parties
                    hereunder shall cease and terminate (save for any antecedent
                    breaches of
                    this Agreement).

                


        

        


        
          	 	
                  9.2.3

                	
                  One
                    or more of the conditions precedent listed in Article 9.1 may
                    be waived by
                    Party B at its sole discretion by sending a notice in writing
                    to Party
                    A.

                


        

        


        Chapter
          10 Closing

        


        
          	
                  10.1

                	
                  Closing

                


        

        


        Subject
          to the conditions precedent having been fulfilled (or waived as provided
          in
          Article 9.2.3), Closing shall be held at the offices of TransAsia Lawyers
          Beijing Office (Suite 2218, China World Tower 1, No. 1 Jianguomenwai Avenue,
          Beijing, PRC) or at such other location as the parties shall agree.


        


        At
          Closing, to the extent not previously executed and delivered, the parties
          shall
          execute and deliver, and shall cause any of the other parties thereto to
          execute
          and deliver, the Transaction Documents.

        
          
             

            
              
                
                  

                

              

              Framework
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              15
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                  10.2

                	
                  Payment
                    of purchase price

                


        

        


        Party
          B
          shall:

        


        
          	 	
                  10.2.1

                	
                  within
                    6 months after the establishment of the New Company, contribute
                    RMB 51
                    million to the New Company as the registered capital and capital
                    reserves;
                    

                


        

        


        
          	 	
                  10.2.2

                	
                  after
                    the establishment of the New Company, provide the New Company
                    with initial
                    financial support in the aggregate amount of RMB 140 million;
                    and
                    

                


        

        


        
          	
                	10.2.3	
                  in
                    addition to the financial support set forth under Section 10.2.2,
                    within 6
                    months after the Closing, provide financial support to the New
                    Company in
                    the full sum of RMB 223 million by a method agreed by the Parties,
                    subject
                    to the proper completion of the obligations of Party A under
                    Chapters 3 to
                    8.

                


        

        


        Party
          B
          shall have fulfilled all of its obligations in relation to capital contribution
          and payments. For the avoidance of doubt, Party B shall have made contribution
          to the registered capital and capital reserves of the New Company in the
          amount
          of RMB 51 million and shall have provided to the New Company with financial
          support in the aggregate amount of RMB 363 million. The New Company shall
          use
          said supporting funds to pay to Party A the consideration for the Transferred
          Assets.

        


        Chapter
          11 Effective
          Date and Termination

        


        
          	
                  11.1

                	
                  Effective
                    Date

                


        

        


        This
          Agreement shall be effective upon the date of its signing by the parties.
          

        


        
          	
                  11.2

                	
                  Termination

                


        

        


        
          	 	
                  11.2.1

                	
                  This
                    Agreement shall terminate with immediate effect if the parties
                    cannot
                    complete the negotiation and execution of the agreements necessary
                    for the
                    transactions contemplated under this Agreement above within 90
                    days after
                    the execution hereof unless such period is extended by the parties,
                    except
                    for the loan agreements in relation to the loan arrangements
                    in Article
                    5.3.1.

                


        

        


        
          	 	
                  11.2.2

                	
                  This
                    Agreement may be terminated with immediate effect by either party
                    by means
                    of written notice to the other parties under any of the following
                    circumstances:

                


        

        


        
          	
                	11.2.2.1	
                  where
                    Closing has not occurred on or before 30 June 2008 provided,
                    however, that
                    the right to terminate this Agreement shall not be available
                    to either
                    party whose failure in any material respect to fulfill any obligation
                    under this Agreement shall have been the cause of the failure
                    for any
                    condition precedent to Closing to be
                    satisfied;

                


        

        
          
             

            
              
                
                  

                

              

              Framework
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              16
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                	11.2.2.2	
                  where
                    the other party has committed a breach of this Agreement, as
                    described in
                    Article 12.1;

                


        

        


        
          	
                	11.2.2.3	
                  where
                    the other party becomes insolvent, if an order is made or resolution
                    passed for the administration, winding-up or dissolution of either
                    party
                    (otherwise than for the purposes of a solvent corporate reconstruction),
                    if an administrative or other receiver, manager, liquidator,
                    administrator, trustee or similar officer is appointed over all
                    or a
                    substantial part of the assets of such other party, or if such
                    other party
                    enters into or proposes any composition or arrangement with its
                    creditors
                    generally analogous to the foregoing;
                    or

                


        

        


        
          	
                	11.2.2.4	
                  where
                    Force Majeure prevails for a period of 30 days or more and has
                    a material
                    adverse effect on this Agreement.

                


        

        


        
          	
                  11.3

                	
                  Consequence
                    Upon Termination

                


        

         

        Upon
          termination hereof, this Agreement shall be of no further effect and no
          party
          shall have any right against any of the other parties in connection with
          this
          Agreement; provided, however, the Parties shall continue with the performance
          of
          any and all duties hereunder before the termination of this
          Agreement.

        


        Chapter
          12  Events
          of Breach

        


        
          	
                  12.1

                	
                  Events
                    of Breach

                


        

        


        The
          occurrence of any 1 or more of the following events shall constitute a
          breach of
          this Agreement:

        


        
          	 	
                  12.1.1

                	
                  either
                    party 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 the other party’s written notice requesting such remedy;
                    and

                


        

        


        
          	 	
                  12.1.2

                	
                  any
                    representation or warranty made by either party shall prove to
                    have been
                    false or misleading in any material
                    respect.

                


        

        
          
             

            
              
                
                  

                

              

              Framework
                Agreement

               

            

          

        

        
          
            
            

          

          
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              17
              -

            
              

            

          

          
            
            

          

        

         

        
          	
                  12.2

                	
                  Liabilities
                    for Breach

                


        

        


        Where
          either party commits a breach of this Agreement, it shall be liable to
          compensate the other party for any and all damages caused to it as a result
          of
          the breach, excluding indirect or consequential damages. 

        


        Chapter
          13  Force
          Majeure

        


        
          	
                  13.1

                	
                  Consultation

                


        

        


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

        


        
          	
                  13.2

                	
                  Relief
                    from Obligations

                


        

        


        Should
          the occurrence of a Force Majeure result in either 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.

        


        
          	
                  13.3

                	
                  Suspension
                    of Performance

                


        

        


        Subject
          to this Chapter 13, 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
          either party.

        


        
          	
                  13.4

                	
                  Written
                    Evidence

                


        

        


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

        


        
          	
                  13.5

                	
                  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.

        
          
             

            
              
                
                  

                

              

              Framework
                Agreement


            

          

        

        
          
            
            

          

          
            -
              18
              -

            
              

            

          

          
            
            

          

        

         

        Chapter
          14  Confidentiality

        


        
          	
                  14.1

                	
                  Non-Disclosure

                


        

        


        From
          the
          date hereof until 5 years hereafter, neither party shall disclose or communicate
          to any person, other than to their respective employees and affiliates
          for the
          sole purpose of implementing the agreements contemplated hereunder or as
          instructed by the other parties, any Trade Secret which may be within or
          may
          come into its knowledge.

         

        
          	
                  14.2

                	
                  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 without compensation of any such person who breaches
          these
          obligations.

        


        
          	
                  14.3

                	
                  Exceptions

                


        

        


        The
          disclosure of a Trade Secret by either party shall not be deemed to be
          in breach
          of this Chapter if any of the following circumstances apply:

        


        
          	 	
                  14.3.1

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

                


        

        


        
          	 	
                  14.3.2

                	
                  the
                    information is disclosed pursuant to the prior written agreement
                    of the
                    parties;

                


        

        


        
          	 	
                  14.3.3

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

                


        

        


        
          	 	
                  14.3.4

                	
                  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.

                


        

        


        Chapter
          15  Miscellaneous

        


        
          	
                  15.1

                	
                  Copies

                


        

        


        
          	 	
                  15.1.1

                	
                  This
                    Agreement shall be executed in 2 sets of originals in the Chinese
                    language, with 1 set of originals for each
                    party.

                


        

        


        
          	 	
                  15.1.2

                	
                  This
                    Agreement may be executed in 1 or more counterparts, each of
                    which will be
                    deemed to be an original copy of this Agreement and all of which,
                    when
                    taken together, will be deemed to constitute one and the same
                    instrument.
                    

                


        

         

        
          
            
              
                
                  

                

              

              Framework
                Agreement

            

          

        

         

        
          
            
            

          

          
            -
              19
              -

            
              

            

          

          
            
            

          

        

         

        
          	
                  15.2

                	
                  Notice

                


        

        


        
          	 	
                  All
                    notices and communications between the parties shall be made
                    in writing or
                    by fax, delivery in person (including by courier service) or
                    registered
                    mail letter to the appropriate correspondence addresses set forth
                    below:

                


        

        


        If
          to
          Party A:
          Hubei Chutian Broadcasting and Television Network Co.,
          Ltd.

        


        
          	
                  Address:

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

                
	
                  Telephone:

                	
                  [l]

                
	
                  Fax:

                	
                  [l]

                
	
                  Attention:

                	
                  XIONG
                    Xianting

                


        

        


        If
          to
          Party B:
          Jinan Youxiantong Network Technology Co., Ltd.

        


        
          	
                  Address:

                	
                  Suite
                    1014 Wenjiao Tower, Qingnian East Road, Jinan, Shandong Province
                    250004,
                    the PRC

                
	
                  Telephone:

                	
                  0531-85597002

                
	
                  Fax:

                	
                  0531-82962222

                
	
                  Attention:

                	
                  PU
                    Yue

                


        

        


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

        


        
          	 	
                  15.2.1

                	
                  if
                    by fax, at the time displayed in the corresponding transmission
                    record,
                    unless such facsimile is sent after 5:00 p.m. or on a non-business
                    day in
                    the place where it is received, in which case the date of receipt
                    shall be
                    deemed to be the following business
                    day;

                


        

        


        
          	 	
                  15.2.2

                	
                  if
                    in person (including courier service), on the date that the receiving
                    party signs for the document; or

                


        

        


        
          	 	
                  15.2.3

                	
                  if
                    by registered mail (including express mail), 7 days after the
                    issuance of
                    a receipt by the post office.

                


        

        


        
          	
                  15.3

                	
                  Governing
                    Law

                


        

        


        
          	 	
                  The
                    formation of this Agreement, its validity, interpretation, execution
                    and
                    settlement of disputes hereunder will be governed by PRC
                    Law.

                


        

        


        
          	
                  15.4

                	
                  Dispute
                    Resolution

                


        

        


        
          	 	
                  15.4.1

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

                


        

        


        
          	 	
                  15.4.2

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

                


        

        
          
             

            
              
                
                  

                

              

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                	15.4.2.1	
                  All
                    disputes arising out of, or in regard to 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;

                


        

        


        
          	
                	15.4.2.2	
                  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 upon the determination of the
                    arbitrators.  

                


        

        


        
          	 	
                  15.4.3

                	
                  When
                    any dispute is submitted to arbitration, the parties shall continue
                    to
                    perform their obligations under this Agreement.


                


        

        


        
          	
                  15.5

                	
                  Waiver

                


        

        


        
          	 	
                  No
                    failure or delay on the part of either party in the exercise
                    of any right
                    hereunder shall impair such right or be construed to be a waiver
                    of such
                    right or acquiescence in any breach of any representation, warranty,
                    covenant or agreement herein, nor shall any single or partial
                    exercise or
                    waiver of any such right preclude other or further exercise thereof
                    or of
                    any other right. 

                


        

        


        
          	
                  15.6

                	
                  Prior
                    Agreement

                


        

        


        
          	 	
                  This
                    Agreement supersedes all prior agreements, whether written or
                    oral,
                    between or among the Parties with respect to its subject matter
                    and along
                    with the Transaction Documents and Supplemental Agreements, constitutes
                    the entire agreement among the Parties with respect to its subject
                    matter.
                    

                


        

        


        
          	
                  15.7

                	
                  Amendment

                


        

        


        No
          amendment or other modification of this Agreement shall in any event be
          effective unless the same shall be in writing and signed by an authorized
          representative of each party hereto, and then such amendment or other
          modification shall be an integral part of, and have the same effectiveness
          as,
          this Agreement. 

        
          
             

            
              
                
                  

                

              

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                  15.8

                	
                  Assignment

                


        

        


        
          	 	
                  No
                    party may assign any of its rights and/or obligations under this
                    Agreement
                    without the prior written consent of the other parties. Subject
                    to the
                    preceding sentence, this Agreement will apply to, be binding
                    in all
                    respects upon, and inure to the benefit of, the successors, heirs,
                    personal representatives, executors and permitted assigns of
                    the
                    parties.

                


        

         

        
          	
                  15.9

                	
                  Severability

                


        

        


        
          	 	
                  Where
                    any provision of this Agreement is subject to dispute or is determined
                    by
                    a competent court, arbitral body or government organization to
                    be invalid
                    or unenforceable, the remainder of this Agreement shall continue
                    in full
                    force and effect.

                


        

        


        
          	
                  15.10

                	
                  Cost
                    and Expense

                


        

        


        
          	 	
                  Except
                    as otherwise expressly set forth herein or in any related documents,
                    all
                    fees, costs and expenses incurred in connection with the negotiation,
                    execution, delivery and performance of this Agreement and the
                    Transaction
                    Documents shall be paid by the party or parties incurring such
                    fees, costs
                    or expenses.

                


        

        


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        IN
          WITNESS WHEREOF,
          the
          parties hereto have duly executed this Agreement on the date first above
          written.

         

        Hubei
          Chutian Broadcasting and Television Network Co., Ltd.

        


        
          	
                  By:

                	 
	
                  Name:
                    Xiong Xian Ting

                
	
                  Title:
                    CEO/ With Chairman’s Authorization Letter

                
	
                  Company
                    seal

                


        

        


        Jinan
          Youxiantong Network Technology Co., Ltd.

        


        
          	
                  By:

                	
                  Pu
                    Yue

                
	Name:
                  Pu Yue
	Title:
                  Legal person
	Company
                  seal:


        

        
          
             

            
              
                
                  

                

              

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