[Reference
      Translation]

     

    


    
       

        
          

        

      

    

     

    Exclusive
      Technical Services Agreement

     

      
        

      

    

    


    between

    


    Jinan
      Youxiantong Network Technology Co., Ltd.

     

    and

     

    Hubei
      Chutian Video Communication Network Co., Ltd.

     

    June
      2008

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Table
      Of Contents

     

    
      	
              Articles

            	 	
               

            	 	Pages
	 	 	 	 	 
	
              1.

            	 	
              ENGAGEMENT

            	 	
              2

            
	
              2.

            	 	
              SCOPE
                OF SERVICES

            	 	
              3

            
	
              3.

            	 	
              GENERAL
                OBLIGATIONS OF PARTY A

            	 	
              3

            
	
              4.

            	 	
              OBLIGATIONS
                OF PARTY B IN RELATION TO THE SERVICES

            	 	
              3

            
	
              5.

            	 	
              CONSIDERATION

            	 	
              3

            
	
              6.

            	 	
              METHOD
                OF RELATED FINANCING PAYMENT FOR THE TECHNICAL SERVICE

            	 	
              4

            
	
              7.

            	 	
              EXCLUSIVITY

            	 	
              4

            
	
              8.

            	 	
              REPRESENTATIONS
                AND WARRANTIES

            	 	
              5

            
	
              9.

            	 	
              BREACH
                AND INDEMNIFICATIONS

            	 	
              5

            
	
              10.

            	 	
              TERM

            	 	
              6

            
	
              11.

            	 	
              CONSEQUENCES
                OF TERMINATION

            	 	
              6

            
	
              12.

            	 	
              CONFIDENTIALITY

            	 	
              6

            
	
              13.

            	 	
              DISPUTE
                RESOLUTION

            	 	
              7

            
	
              14.

            	 	
              MISCELLANEOUS

            	 	
              7

            


    

     

    Appendix
      I  Form
      of
      Service Fee Payment Notice

     

    
      
        

      

      Technical Services Agreement 


      
        
           

        

        
          -
            1
            -

          
            

          

        

        
           

        

      

    


    This
      Exclusive Technical Services Agreement (Agreement)
      is
      entered into in
      Wuhan,
      Hubei Province, the People's Republic of China (PRC)
      on this
      fifth day of June 2008.

    


    by
      and between 

    


    
      
        	(1)	
                Jinan
                  Youxiantong Network Technology Co., Ltd.
                  a
                  legal entity established pursuant to the relevant laws and regulations
                  with its registered address at Suite 1014, Wenjiao Tower, No. 1
                  Qingnian
                  East Road, Jinan, Shandong Province, PRC, whose legal representative
                  is Pu
                  Yue. (Party
                  A)
                  

              


      

    

    


    and
      

    


    
      
        	(2)	
                Hubei
                  Chutian Video Communication Network Co., Ltd.,
                  a
                  legal entity established pursuant to 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 Xianting XIONG. (Party B).


              


      

    

    


    (Individually
      a "Party"
      and
      collectively the “Parties”)

    


    BACKGROUND

    


    
      
        
          	A.	
                  Party
                    B engages primarily in
                    cable TV projects; management of the business with respect to
                    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 in
                    Hubei Province (Business).

                


        

      

    

    


    
      
        
          	B.	
                  Party
                    A possesses certain technologies involved in the Business as
                    well as
                    related expertise and resources.

                


        

      

    

    


    
      	C.	
              Party
                B agrees to retain Party A as its service provider of marketing,
                strategic
                consulting and technical support and services with respect to the
                Business
                (Services)
                for certain service fee, and Party A agrees to provide the
                Services.

            


    

     

    NOW,
      THEREFORE,
      the
      Parties agree as follows:

    


    
      	
              1.

            	
              ENGAGEMENT

            


    

    


    Party
      B
      hereby engages Party A to be its provider of the Services. Party B accepts
      such
      engagement and agrees to provide the Services according to the terms and
      conditions set forth herein.

     

    
      

    

    
      Technical Services Agreement 


    

    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    

     

    
      	2.	
              SCOPE
                OF SERVICES

            


    

    


    Party
      B
      hereby appoints Party A, effective as of the date hereof, as its exclusive
      provider of the Services, as agreed by the parties from time to time, including
      but not limited to, the following: 

    


    
      	
            	2.1	
              Management,
                operation and maintenance of relevant networks and
                equipment;

            


    

     

    
      	
            	2.2	
              Consulting
                services for operation, business development, sales and planning,
                market
                research, data collection and
                analysis;

            


    

    


    
      	
            	2.3	
              Training
                for management personnel; 

            


    

    


    
      	
            	2.4	
              Report
                to Party A on international developments and advanced technology
                regarding
                the Business;

            


    

    


    
      	
            	2.5	
              Provide
                developed systems and financial support software;
                and

            


    

    


    
      	
            	2.6	
              Provide
                financing for the Services, and any related troubleshooting plans,
                software and technical services.

            


    

     

    
      	
              3.

            	
              GENERAL
                OBLIGATIONS OF
                PARTY A 

            


    

    


    Party
      A
      shall be required throughout the term of this Agreement to perform the following
      obligations:

    


    
      	
            	3.1	
              act
                in good faith towards Party B and use its best efforts to fulfill
                any and
                all duties and obligations arising under this
                Agreement;

            


    

    


    
      	
            	3.2	
              act
                in the long-term, best interests of Party B;
                and

            


    

    


    
      	
            	3.3	
              attempt
                to minimize the costs for providing the Services in accordance with
                the
                provisions of this Agreement.

            


    

    


    
      	
              4.

            	
              OBLIGATIONS
                OF PARTY B IN RELATION TO THE
                SERVICES

            


    

    


    Party
      B
      shall be required throughout the term of this Agreement to provide Party A
      with
      such assistance as may be requested by Party A in order to provide the Services
      in an efficient and effective manner in accordance with the provisions of this
      Agreement.

    


    
      	
              5.

            	
              CONSIDERATION

            


    

    


    During
      the term of this Agreement, Party B shall pay to Party A, in RMB, a service
      fee
      equivalent to 11% of Party B‘s net profit during the said term, which shall be
      calculated in accordance with the following formula: the Service Fee Payable
      is
      equal 11% of the revenue of Party B minus the total costs of Party B minus
      again
      the tax payable. Total costs does not comprise any Service Fee Payable mentioned
      hereof.

     

    
      
        

      

      Technical Services Agreement 

    

     

    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    

    


    In
      the
      above formula,

    


    
      	
            	5.1	
              the
                revenue of Party B means any revenue collected from any third party
                in the
                course of the Business;

            


    

    


    
      	
            	5.2	
              the
                tax payable includes without limitation business tax, tax, value-added
                tax, urban maintenance and construction tax, and educational
                surtax;

            


    

    


    
      	
            	5.3	
              the
                total costs of Party B include any costs and fees incurred in the
                course
                of Party B’s business operations, such as costs incurred in the sale of
                goods; and 

            


    

    


    
      	
            	5.4	
              Party
                B’s net profit shall be determined by a study conducted by a reputable
                CPA
                that is designated by the shareholder’s
                meeting of Party B.

            


    

    


    
      	
              6.

            	
              METHOD
                OF RELATED FINANCING PAYMENT FOR THE TECHNICAL
                SERVICE 

            


    

    


    Party
      A
      shall provide to Party B, within 6 months of the execution hereof, an amount
      of
      RMB 363 million by a method confirmed by the Parties pursuant to the Framework
      Agreement and Finance Support Agreement.

    


    
      	
              7.

            	
              EXCLUSIVITY

            


    

    


    
      	
            	7.1	
              Party
                B appoints Party A as its exclusive provider of the Services. During
                the
                term of this Agreement, Party B shall not engage any third party
                to
                provide any services similar to the Services arising from this Agreement,
                without Party A’s prior written
                consent.

            


    

    


    
      	
            	7.2	
              Party
                A’s acceptance of the appointment to provide the Services shall be
                non-exclusive and shall not restrict Party A from acting for any
                other
                third party with respect to similar or different
                services.

            


    

    


    
      	
            	7.3	
              Party
                A shall be the sole and exclusive owner of all rights, title and
                interests
                to any and all intellectual property rights arising from the performance
                of this Agreement, including, but not limited to, any copyrights,
                trademarks, patents, know-how and otherwise, whether developed by
                Party A
                in its performance hereof or developed by Party B based on Party
                A’s
                intellectual property.

            


    

     

    
      
        

      

      Technical Services Agreement 

    

     

    
      
         

      

      
        -
          4
          -

        
          

        

      

      
         

      

    


    
      	
              8.

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

    


    
      	
            	8.1	
              Party
                A hereby represents and warrants as
                follows:

            


    

    


    
      	
            	8.1.1	
              Party
                A is a company duly registered and validly existing under the laws
                of the
                PRC;

            


    

    


    
      	
            	8.1.2	
              Party
                A has full right, power, authority and capacity and all consents
                and
                approvals of any other third party and the relevant governmental
                authorities that are necessary to execute, deliver and perform this
                Agreement, which shall not violate or infringe any enforceable and
                effective laws or contracts; 

            


    

    


    
      	
            	8.1.3	
              The
                Agreement shall constitute a legal, valid and binding agreement of
                Party A
                and is enforceable against it in accordance with the terms upon its
                execution.

            


    

    


    
      	
            	8.2	
              Party
                B hereby represents and warrants as
                follows:

            


    

    


    
      	
            	8.2.1	
              Party
                B is a company duly registered and validly existing under the relevant
                laws and regulations and is licensed to engage in the business described
                on its business license, as set forth in Item B in the Background
                Section
                above.

            


    

    


    
      	
            	8.2.2	
              Party
                B has full right, power, authority and capacity and all consents
                and
                approvals of any other third party and the relevant governmental
                authorities, that are necessary to execute, deliver and perform this
                Agreement, which shall not violate or infringe any enforceable and
                effective laws or contracts; 

            


    

    


    
      	
            	8.2.3	
              The
                Agreement shall constitute a legal, valid and binding agreement of
                Party B
                and is enforceable against it in accordance with the terms upon its
                execution.

            


    

    


    
      	
              9.

            	
              BREACH
                AND INDEMNIFICATIONS

            


    

    


    
      	
            	9.1	
              If
                either Party (Breaching
                Party)
                violates any provision of this Agreement, fails to perform its obligations
                hereunder, or performs its obligations contrary to the provisions
                hereunder, which results in a material economic loss for the other
                party
                (Non-Breaching
                Party),
                it shall be deemed to have committed a breach of this Agreement
                (Breach). 
                In such case, the Non-Breaching Party shall be entitled to issue
                a written
                notice to the Breaching Party requiring rectification of the Breach
                within
                10 days after receipt.

            


    

     

    
      
        

      

      Technical Services Agreement 

    

     

    
      
         

      

      
        -
          5
          -

        
          

        

      

      
         

      

    


    
      	
            	9.2	
              The
                Breaching Party shall be liable to indemnify the Non-Breaching party
                for
                any and all losses, claims or damages sustained as a result of the
                Breach.
                The damages payable by the Breaching Party to the Non-Breaching shall
                be
                equal to the losses incurred by the Non-Breaching Party as a result
                of the
                Breach. 

            


    

    


    
      	
              10.

            	
              TERM

            


    

    


    This
      Agreement shall come into effect as of the date first written above and shall
      continue to be effective unless terminated:

    


    
      	
            	10.1	
              by
                Party A serving a 30 days prior written notice;
                or

            


    

    


    
      	
            	10.2	
              in
                the event of Breach, by the Non-Breaching Party, if the Breaching
                Party
                has not made rectification 30 days after receipt of the notice from
                the
                Non-Breaching Party.

            


    

    


    
      	
              11.

            	
              CONSEQUENCES
                OF TERMINATION

            


    

    


    
      	
            	11.1	
              In
                the event that this Agreement is terminated, Party B agrees that
                it shall
                remain liable to Party A for any payment owing and outstanding, including
                the expenses and indemnities under this Agreement prior to the date
                of
                such termination.

            


    

    


    
      	
            	11.2	
              The
                termination of this Agreement, for any reason whatsoever, shall not
                affect
                the respective rights, obligations and liabilities of each of the
                Parties
                accrued prior to such termination.

            


    

    


    
      	
              12.

            	
              CONFIDENTIALITY

            


    

    


    Each
      Party shall maintain as strictly confidential the provisions and existence
      of
      this Agreement and any information relating to the business of the other Party
      to which it might have access including, but not limited to, databases,
      financial and business plans, and any other information deemed to be
      confidential by the other Party, unless the said confidential information has
      already entered the public domain or was disclosed by the other Party pursuant
      to a court order or the applicable laws of the relevant
      jurisdiction.

     

    
      
        

      

      Technical Services Agreement 

    

     

    
      
         

      

      
        -
          6
          -

        
          

        

      

      
         

      

    


    
      	
              13.

            	
              DISPUTE
                RESOLUTION

            


    

    


    
      	 	
              13.1

            	
              Governing
                Law.  
                This Agreement shall be governed by PRC law. 
                

            


    

    


    
      	 	
              13.2

            	
              Dispute
                Resolution. 
                

            


    

    


    
      	
            	13.2.1	
              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.

            


    

    


    
      	
            	13.2.2	
              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:

            


    

    


    
      	
            	13.2.2.1	
              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

            


    

    


    
      	
            	13.2.2.2	
              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. 
                

            


    

    


    
      	
            	13.2.3	
              When
                any dispute is submitted to arbitration the Parties shall continue
                to
                perform this Agreement.

            


    

    


    
      	
              14.

            	
              MISCELLANEOUS 

            


    

    


    
      	
            	14.1	
              Party
                A hereby agrees that Party B shall, at its sole discretion, determine
                the
                performance of any and all of its obligations in the manner as it
                deems
                fit, provided that it does not violate the applicable laws and regulations
                or the provisions of this
                Agreement.

            


    

    


    
      	
            	14.2	
              Party
                B shall, for the purposes of this Agreement and applicable laws,
                constitute an independent contractor supplying services to Party
                A
                pursuant to the terms and conditions of this Agreement.
                

            


    

    


    
      	
            	14.3	
              Party
                A shall not assign any of its rights or obligations under this
                Agreement.

            


    

     

    
      

    

    Technical Services Agreement 


    
      
         

      

      
        -
          7
          -

        
          

        

      

      
         

      

    

     

    
      	
            	14.4	
              The
                invalidity or unenforceability of any provision of this Agreement
                shall
                not affect the validity and enforceability of any other provision
                of this
                Agreement, provided that the material interests of the Parties are
                not
                affected.

            


    

    


    
      	
            	14.5	
              This
                Agreement and the Schedules hereto constitute the entire agreement
                between
                the Parties with respect to the subject matter hereof, and shall
                supersede
                any prior expression of intent or understanding relating hereto and
                may
                only be modified or amended by a written instrument signed by the
                authorized representatives of the
                Parties.

            


    

    


    
      	
            	14.6	
              This
                Agreement has been prepared in Chinese in 2 sets of originals. Each
                Party
                shall hold 1 set of original. 

            


    

    


    
      	
            	14.7	
              The
                failure of any Party to enforce or require performance of any of
                the
                provisions of this Agreement, or to exercise any rights provided
                herein,
                shall in no way be construed as a waiver of such provision, right,
                or
                thereafter affect such Party's right to enforce any provision of
                this
                Agreement.

            


    

    


    
      	
            	14.8	
              All
                notices or other communications sent by either Party shall be written,
                and
                delivered in person (including by courier), by mail, or fax, to the
                other
                Party at the following addresses. The date at which the communication
                shall be deemed to be duly given or made shall be confirmed as follows:
                (a) for notices delivered in person, the day when the notice is received;
                (b) for notices delivered by mail, 10 days after the delivery date
                for air
                certified mail with postage prepaid (as shown on stamp); and (c)
                for
                notices by fax, the receipt date shown on the delivery confirmation
                paper
                of the relevant document.

            


    

     

    
      
        
          
            	
                    If
                      to Party A:

                  	 	
                    Jinan
                      Youxiantong Network Technology Co., Ltd.

                  
	 	 	 
	
                    Attention:

                  	 	
                    PU
                      Yue

                  
	
                    Telephone
                      Number:

                  	 	
                    0531-85597002

                  
	
                    Fax:
                      

                  	 	
                    0531-82962222

                  
	
                    E-mail
                      Address:

                  	 	
                    puyuecmn@gmail.com

                  
	
                    Address:

                  	 	
                    Suite
                      1014, Wenjiao Tower, No. 1 Qingnian East Road, Jinan, Shandong
                      Province,
                      PRC

                  
	 	 	 
	
                    If
                      to Party B:

                  	 	
                    Hubei
                      Chutian Video Communication Network Co.,
                      Ltd.

                  


          

        

      

    

     

    
      
        
          

        

        Technical Services Agreement 

      

       

      
        
           

        

        
          -
            8
            -

          
            

          

        

        
           

        

      

    

     

    
      
        	
                Attention:
                  

              	 	
                XIONG
                  Xianting

              
	
                Telephone
                  Number:

              	 	
                
                  [Ÿ]

                

              


      

    

    
    

    
      	
              Fax:
                

            	 	
              
                [Ÿ]

              

            
	
              E-mail
                Address: 

            	 	
              
                [Ÿ]

              

            
	
              Address:

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

            


    

    


    [The
      space below has been intentionally left blank.]

     

    
      
        

      

      Technical Services Agreement 

    


    
      
        
          


        

         

      

      
        -
          9
          -

        
          

        

      

      
         

        
          


        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Agreement to be executed by their duly authorized
      representatives on the date first written above.

     

    
      	
              For
                and on Behalf of 

            
	
              Party
                A: Jinan
                Youxiantong Network Technology Co., Ltd.

            
	
              Company
                seal

            
	 
	
              By:

            	
                 
                

            	
            
	
              Name:

            	
              PU
                Yue

            
	
              Title:

            	
              General
                Manager

            
	
              Date:

            	 
	 
	
              For
                and on Behalf of

            
	
              Party
                B: Hubei
                Chutian Video Communication Network Co., Ltd.

            
	
              Company
                seal

            
	 
	
              By:

            	
                  
                

            	
            
	
              Name:

            	
              XIONG
                Xianting

            
	
              Title:

            	
              Chairman
                of the Board

            
	
              Date:

            	 


    

     

    
      
        
          

        

        Technical Services Agreement 

      

    

     

    
      
         

      

      
        -
          10
          -