Filed by sedaredgar.com - Lightscape Technologies Inc. - Exhibit 10.20






***************************************************************

Increase of Paid-in Capital and Joint Venture
  Agreement 

***************************************************************
   

made between 

 

Lightscape Technologies (Greater China) Limited 

& 

Beijing New Vision Media Advertising Co. Ltd. 

& 

Miss Yao Po Chun 

& 

Beijing Xintong Media & Cultural Development Co. Ltd. 

 

 

 

February 12, 2008 

China • Hong Kong 




Table of Contents

	 	  	Page      
	Clause
      1 	Definition
      	4
      
	Clause
      2 	Plan
      of increase of paid-in capital 	6
      
	Clause
      3 	Investment
      plan and schedule 	7
      
	Clause
      4 	Prerequisites
      	9
      
	Clause
      5 	Company
      structure of New New Vision 	11
      
	Clause
      6 	The
      scope of business of New New Vision 	12
      
	Clause
      7 	Business
      plan 	13
      
	Clause
      8 	Representations
      and warranties of New Vision 	13
      
	Clause
      9 	Representations,
      warranties and commitment of the other Contractual Parties of this
      Agreement 	14
      
	Clause
      10 	Agreement
      validity 	16
      
	Clause
      11 	Liability
      of early termination and breach of Agreement 	16
      
	Clause
      12 	Entire
      Agreement 	17
      
	Clause
      13 	Assignment
      	17
      
	Clause
      14 	Confidentiality
      	17
      
	Clause
      15 	Renouncement
      	17
      
	Clause
      16 	Separability
      	18
      
	Clause
      17 	Force
      majeure 	18
      
	Clause
      18 	Resolution
      for disputes 	18
      
	Clause
      19 	Different
      text 	18
      


Page 2 of 24 




This “Increase of Paid-in Capital and Joint Venture Agreement”
(hereafter refers to as “Agreement”) is to be signed in February 12, 2008 by the
parties below: 

	Party A : 	
      Beijing New Vision Media Advertising Co. Ltd., with
      registration address at 9/F, Clause A, Xincheng Commercial Building, 11
      Chongwenmenwai Street. (Hereafter refers to as “New Vision ”); 

	Party B : 	
      Lightscape Technologies (Greater China) Limited, with
      registration address at 3/F of 80 Gloucester Road, Wanchai. (Hereafter
      refers to as “Lightscape”); 

	Party C : 	
      Beijing Xintong Media & Cultural Development Co.
      Ltd., with registration address at 9/F, Clause A, Xincheng Commercial
      Building, 11 Chongwenmenwai Street. (Hereafter refers to as “Xintong
      Media”); 

	Party D : 	
      Miss Yao Po Chun , HKID Card no.________________, with
      residential address at _________________________. 



In view of the fact that: 

	A. 	
      New World TMT Limited (“New World TMT”), a
      telecommunication, media and technology investment company serves under
      the New World Group, which is one of the largest listed conglomerate in
      Hong Kong. New World TMT holds the enormous confidence to the business
      development of outdoor mega size LED advertising in PRC. New Vision, being
      a subsidiary of New World TMT and a member of New World Group, has been
      authorized to be responsible for coordination of the aforesaid business
      development. New Vision is a company registered in Beijing, China with
      limited liability. As of the date before signing this Agreement, the
      registered capital of New Vision is RMB5 million. For reinforcing the
      financial strength of the company, a resolution by the company
      shareholder’s meeting agrees to increase the paid-in capital.

	 	 	 
	B. 	
      Xintong Media and Miss Yiu Po Chun are the shareholder of
      New Vision. The equity structure of New Vision before the Increase of
      paid-in capital is:

	 	 	 
		1) 	
      Xintong Media – paid-in capital : RMB4 million (Paid-in
      ratio : 80%)

	 	 	 
		2) 	
      Miss Yao Po Chun – paid-in capital : RMB1 million
      (Paid-in ratio : 20%)

	 	 	 
	C. 	
      Lightscape has the intention to carry on an investment in
      New Vision and to purchase the ownership of share capital of New Vision.
      Xintong Media and Miss Yiu Po Chun agree to increase the share capital in
      New Vision and accept the investment from Lightscape to the New Vision.
      New Vision has already agreed to increase the register capital of the
      company from RMB 5 million to RMB18 million. Lightscape and Xintong Media
      agree to increase the paid-in capital according to the terms and
      conditions of this Agreement.



Page 3 of 24 




The shareholders structure of New
Vision after the Increase of share will be: 

	 	1) 	
      Lightscape assigns either Tech Team Development (Zhu Hai)
      Limited or Lightscape’s any other PRC registered subsidiary company –
      paid-in capital : RMB 11 million (shareholding ratio : 50.1%)

	 	 	 
	 	2) 	
      “Xintong Media” – paid-in capital : RMB 7 million
      (shareholding ratio : 49.9%)

	 	 	 
	 	3) 	
      Miss Yao Po Chun, through the consultation with Xintong
      Media agrees to transfer all the shares to Xintong Media before this
      increase of capital. After the transfer of shares, Miss Yao Po Chun will
      no longer be the shareholder of New Vision.




	D. 	
      Before the increase of paid-in capital arrangement, each
      of the existing shareholders of New Vision and all the share vendor and
      purchaser (“All Parties”) have already well noticed and completely
      understood the terms and conditions of this Agreement. All Parties
      consistently agree to this increase of paid-in capital arrangement and
      promise each other to give up the preemptive right in such increase of
      paid-in capital arrangement.



To clarify the respective rights and obligations in this
increase of paid-in capital arrangement, All Parties agree as follows: 

Clause
1           Definition


	1.1 	
      Unless there is contrary meaning and definition in the
      Agreement, or else the following terms have the following meaning and
      definition:

	 	 
		
      “Agreement” includes this agreement of increase of
      paid-in capital and any further appendix, correction and amendment of this
      agreement.

	 	 
		
      “Increase of paid-in capital” refers to the provisions of
      this Agreement in accordance with the terms and conditions of the original
      shareholders and the new shareholders to increase registered paid-in
      capital of the company.

	 	 
		
      “New World Property (China)” refers to New World Property
      (China) Limited which is listed on the main board of Hong Kong Stock
      Exchange.

	 	 
		
      “Xintong Media” refers to Beijing Xintong Media &
      Cultural Development Co. Ltd. which is a subsidiary of New World TMT
      Limited.



Page 4 of 24 




“Prima Strength” refers to Prima
Strength Limited (a Hong Kong registered company) which is a subsidiary of New
World TMT Limited. It is a wholly owned subsidiary of New World TMT and is also
the holding company of Xintong Media. 

“Lightscape’s designated holding
company” refers to Tech Team Development (Zhu Hai) Limited or any other PRC
registered company which is a subsidiary of Lightscape. 

“Original New Vision” refers to New
Vision before such increase of paid-in capital. 

“New New Vision” refers to New Vision
after such increase of paid-in capital. 

“Industrial & Commercial
Department” refers to the Industrial and Commercial Department of the PRC. 

“Target Shareholding” refers to the
50.1% of shareholding of New Vision to be acquired by Lightscape’s designated
holding company or any of its related company or other designated company after
the increase of paid-in capital. 

“Prerequisites” refers to the
prerequisites stated in Clause 4. 

“Business Department” refers to the PRC
Ministry of Commerce and other commerce related department. 

“PRC” refers to the People’s Republic
of China. 

“Contractual Parties” refers to all
agreed parties and their assignee and successor. 

“Individual Contractual Party” refers
to Lightscape or Xintong Media. 

“Violation/ breach” refers to any act
occurred or to be occurred of violation against the declaration, guarantee,
pledge or responsibility as stated in the Agreement. 

	 	1) 	
      Representations, warranties, contracts, obligations or
      other provisions of the inaccuracy or its violation, failure to implement
      or comply with; and

	 	2) 	
      With these representations, warranties, commitment,
      obligation or other provisions contrary to the situation or the
      environment or (any party) with these representations, warranties,
      commitment, obligation or other provisions that run counter to the
      claim.



Page 5 of 24 





	1.2 	
      The “related parties” of this Agreement means any
      individual, companies, partnership and other business entities or
      individuals directly or indirectly owned or controlled by one party more
      than 50% of the paid-in capital, rights or other interests (the parent
      company of one of the parties); or party directly or indirectly owned or
      controlled more than 50% of the company's paid-in capital, rights or other
      interests (one of the subsidiaries), or the parent or subsidiary companies
      directly or indirectly owned or controlled by one party more than 50% of
      the paid-in capital.

	 	 	 
	1.3 	
      This Agreement, unless otherwise indicated:

	 	 	 
		(a) 	
      Represent this Agreement and includes all the future
      amendment and addendum version;

	 	 	 
		(b) 	
      The provisions or part of the appendix, should refer to
      the provisions or part of the appendix of this Agreement;

	 	 	 
		(c) 	
      Referring to the Ordinance, regulations, codes or other
      laws, which should include the implementation details of relevant legal
      documents as well as their merger, modification, replacement or
      re-enacted;

	 	 	 
		(d) 	
      The singular includes the plural cases, the plural form
      of the singular also includes a few cases (“odd” and “even” refers to the
      English version of the corresponding single word of English, the plural
      form);

	 	 	 
		(e) 	
      The term “person” includes businesses, corporate,
      unincorporated associations, authorities;

	 	 	 
		(f) 	
      Terms referring to a person, including the person's
      executor, administrator, and his successor, the bench (including, but not
      limited to, replacement) and the assignee;

	 	 	 
		(g) 	
      Terms referring to anything (including, but not limited
      to, any number) that the things in whole or in part, that any group of
      people is the group that all of the people, or two or more persons, or the
      everyone.

	 	 	 
	1.4 	
      Headings are inserted for convenience only and do not
      affect the interpretation of this Agreement.



Clause
2           Plan of increase
of paid-in capital 

	2.1 	
      In view of Lightscape’s specific commercial
      considerations and the fact that the parties have unanimously agreed that
      Lightscape’s designated holding company will consequently be the
      shareholder to increase their investment directly to New Vision with 50.1%
      shareholding, All Parties unanimously agree to adopt and follow the Plan
      of Increase of paid-in capital as stated in Clause 2.2
  below.



Page 6 of 24 





	2.2 	
      Plan of Increase of paid-in capital

	 	 	 
		(1) 	
      To increase and pay up the paid-in capital of Original
      New Vision, paid up capital of the company will increase to RMB 18 million
      (the additional paid-in capital of RMB 13 million).

	 	 	 
		(2) 	
      Miss Yao Po Chun will not undertake any capital injection
      and to transfer all her existing shares to Xintong Media before the
      increase of paid-in capital. After Miss Yao has transferred her ownership
      of shares to Xintong Media, the total capital injection of Xintong Media
      will be RMB 7 million, including the former capital of RMB 5 million and
      additional RMB 2 million cash injection. Lightscape’s designated holding
      company will increase their investment in New New Vision by a cash
      injection of RMB 4 million plus a LED display screen (with valuation of
      RMB 7 million) with a total of RMB11 million.

	 	 	 
	2.3 	
      After the completion of share transfer and the captioned
      capital increase, shareholding of the new equity structure of New New
      Vision will be:




	 	Lightscape’s designated holding company 	: 	50.1 percent;
  
	 	 	 	 
	 	Xintong Media 	: 	49.9 percent;
  
	 	 	 	 
	 	Miss Yao Po Chun 	: 	Nil



Clause
3           Investment plan
& schedule 

	3.1 	
      Within 30 working days after the Agreement is signed,
      Xintong Media should have signed a lease agreement with the PRC registered
      company under New World Property (China) Limited to rent its façade space
      for the conduct of the LED outdoor advertising business with a leasing
      term of 10 years at an annual rental of RMB 1 million. Xintong Media will
      at the same time commit a 10 percent (of the commercial advertising time
      period) free advertising time for New World Property (China) Limited to
      have its mega size LED screen for commercial advertising purpose. Xintong
      Media will be responsible for rental charges of the first two years,
      amounted to RMB 2 million (such rent need not be payable in cash, as long
      as New World Property (China) Limited waives its rent for two years and
      Xintong Media will be regarded as having its obligations
  fulfilled).

	 	 
	3.2 	
      Within 15 days upon completion of the prerequisites under
      Clause 4 of the Agreement, Lightscape’s designated holding company will
      undertake the valuation appraisal and verification of the asset of New
      Vision for the increase of paid-in capital purpose. Upon signing of this
      Agreement, Xintong Media should complete the cash injection within 15
      days.



Page 7 of 24 





	3.3 	
      Before obtaining relevant consent, approval and forgoing
      of the requirements under the Agreement from All Parties, All Parties
      agreed to the use of funding during the beginning stage in accordance with
      the following solution:

	 	 	 
		(a) 	
      Within 15 working days after the signing of this
      Agreement, Lightscape will make a cash injection equivalent to RMB 4
      million to the Hong Kong bank account of Prima Strength which is a
      shareholder of Xintong Media as prepaid investment deposit. Upon
      fulfilling the captioned requirements of this Agreement, Prima Strength
      will return Lightscape the prepaid investment deposit in full.

	 	 	 
		(b) 	
      Within 30 working days after the signing of this
      Agreement, Lightscape’s designated holding company should start the
      installation of a LED display screen in Phase 1 of New World Shopping
      Centre in No. 3-5 Chongwenmenwai Street of Chongwen District in Beijing,
      subject to the requirements of New Vision (see Appendix 3) with free lease
      to New Vision for use. The LED screen should comply with the required
      standard in accordance with the project cooperation agreement of “Outdoor
      Mega Size LED Screen” signed between the Beijing All Media and Culture
      CityTV Company Limited and Xintong Media. New Vision hereby agrees that in
      this Agreement described in Clause 2.2 of the increase of paid-in capital
      prior to the completion of formalities, Lightscape’s designated holding
      company retains ownership of the screen. Upon completion of relevant
      procedures, in the aforementioned, Lightscape’s designated holding company
      and New Vision will have their lease relationship terminated. The LED
      display screen will then be transferred as capital insertion of payment in
      kind to New Vision as the remaining part of the investment sum. All
      Parties agree that the value of the LED display screen is to be equivalent
      to RMB 7 million and try best to facilitate the completion on valuation
      appraisal and verification of assets.

	 	 	 
	3.4 	
      Within 30 working days after the signing of this
      Agreement, Lightscape is required to confirm its designated holding
      company, and notify in writing to Xintong Media of the company's name and
      provide relevant corporate information. The designated holding company
      can’t be changed unilaterally without written approval from Xintong
      Media.

	 	 	 
	3.5 	
      Within 60 working days after the signing of this
      Agreement, Lightscape should make a cash injection of RMB 4 million with a
      LED display screen (worth RMB 7 million) in a total investment of RMB11
      million to its designated holding company.

	 	 	 
	3.6 	
      Within 90 working days after the signing of this
      Agreement, Lightscape’s designated holding company should complete the
      relevant procedures of increase of paid-in capital in New Vision.
      Otherwise, after mutual agreement, Prima Strength has the right
  to



Page 8 of 24 





		
      directly use the investment deposit (mentioned in Clause
      3.3a) as operating fund of New Vision upon request from Xintong Media.
      Specific operations and related arrangements for both parties to
      complement the Agreement will be otherwise specified.

	 	 
	3.7 	
      All Parties shall hold each other harmless for delay
      payment in the above-mentioned Clause 3.1 and 3.2 by reason of government
      departments or force majeure.

	 	 
	3.8 	
      Should there be any delay in the above-mentioned Clause
      3.4, 3.5 and 3.6 by reason of government departments or force majeure,
      Lightscape may amend the relevant date upon mutual agreement.

	 	 
	3.9 	
      All Parties agree that New Vision will entirely bear all
      the costs incurred during the process of increase of paid-in capital,
      including the assessment costs, taxes, fees and other expenses as required
      by PRC government.

	 	 
	3.10 	
      All Parties will try their best to bring each party or
      its designated company / person to access the required consent, approval
      and abstained under this Agreement, including but not limited to consent
      and approval from the former approving organization and its other related
      government departments.



Clause
4           Prerequisites


	4.1 	
      Unless all of the following prerequisites are fully met
      and satisfied, otherwise each party or its designated company / person
      need not bear any duty or obligation under this Agreement:

	 	 	 
		(a) 	
      All Parties agree to obtain all the necessary consent and
      approval for the signing, transferal and implementation of this Agreement
      and other related documents;

	 	 	 
		(b) 	
      All Parties agree to sign all the relevant
    documents;

	 	 	 
		(c) 	
      All Parties agree to reveal true facts in the declaration
      and substantive aspects made in the Agreement;

	 	 	 
		(d) 	
      Such increase of paid-in capital in New Vision has
      obtained consent, approval and registration from authorities and
      departments such as industrial and commercial department and
  etc.;

	 	 	 
		(e) 	
      New Vision has obtained the consent, approval, permits
      and license from the PRC Government as required to be the outdoor mega
      size LED advertising agency;

	 	 	 
		(f) 	
      According to the project cooperation agreement of
      “Outdoor Mega Size LED Screen” signed between the Beijing All Media and
      Culture CityTV Company Limited and Xintong Media (see Appendix
  1):



Page 9 of 24 





	 	i) 	
      Beijing All Media and Culture CityTV Company Limited has
      signed a separate agreement with New Vision. Both parties agree that New
      Vision will replace Xintong Media to enjoy all related rights and
      obligations of the installation and operation of mega size LED display
      screen television projects under the provisions of the project cooperation
      agreement of “Outdoor Mega Size LED Display Screen” (including
      obligations, but are not limited to, providing 30% of the broadcast time
      for government propaganda, providing an annual minimum dividend of RMB 2
      million); or

	 	 	 
	 	ii) 	
      Xintong Media will grant the exclusive right at no
      consideration to New Vision, and give consent to New Vision to enjoy all
      related rights and obligations of the construction and operation of mega
      size LED display screen television projects under the provisions of the
      project cooperation agreement of “Outdoor Mega Size LED Display
      Screen”.




	 	(g) 	
      New Vision, Xintong Media and Miss Yao Po Chun has signed
      an exemption undertaking with Lightscape’s designated holding company to
      hold the liability of the above three parties in respect of the debt of
      the above three parties and or any associated person and third party, and
      any tax liabilities in arrears and compensation that may arise from the
      share transfer before the completion of purchase of paid-in
  capital.




	4.2 	
      Lightscape has the right to decide on its own to give up
      any prerequisites or anything mentioned in the relevant provisions of the
      Agreement. Such abandon decisions should be completed in written
    form.

	 	 
	4.3 	
      If, any party violates the Agreement / does not perform
      the obligations and responsibilities under this Agreement (“the offending
      party”), causes the prerequisites of Clause 4 of this Agreement cannot be
      met within six months since the date of signing this Agreement or an
      agreed period of time decided by the Contractual Parties, the complying
      party entitled to terminate this Agreement within ten days by a written
      notice, and not to bear the obligations raised from this Agreement. If the
      offending party failed to meet the responsibilities of the prerequisites,
      it should compensate all losses arising therefrom.

	 	 
	4.4 	
      Contractual Parties should undertake all reasonable steps
      to ensure all prerequisites to be met as soon as possible after the date
      of signing this Agreement, and to ensure New Vision board of directors to
      approve the revised terms of the Agreement in accordance with the
      Memorandum of Association and the Articles of Association of the relevant
      resolution.



Page 10 of 24 




Clause
5           Company structure
of New New Vision 

	5.1 	
      Establishment of board of shareholders. Shareholders
      exercise the voting right in accordance with the proportion of investment
      capital in board of shareholders. All the resolutions must be approved by
      a majority of the voting shareholders. Except for the shareholders meeting
      on the amendments to the memorandum and articles of the company, the
      resolution of increasing or decreasing the registered capital, as well as
      company mergers, separation, dissolution or the resolution of change the
      form of the company, must be approved by the representatives of two third
      above the voting shareholders.

	 	 
	5.2	
      Establishment of the Board of Directors.
      Director is for a term of four (4) years. Directors who are appointed by
      the consent of the original assignor may be reappointed. Issued a written
      notice to the Board of Directors, either party may at any time to remove
      and replace the incumbent directors appointed. Company's board of
      directors shall be five (5) directors, composed of three (3) from
      Lightscape and two (2) appointed by Xintong Media. Chairman is to be
      appointed by Lightscape, vice chairman is to be appointed by Xintong
      Media. Chairman is the company's legal representative. Except as otherwise
      provided in this Agreement, decisions of the outstanding issues made by
      the Board of Directors require only a simple majority. The quorum of any
    meeting of the Board should meet at least three.

	 	 
	5.3 	
      Establishment of one General Manager and one Finance
      Director. General Manager is to be nominated by Xintong Media, Finance
      Director is to be nominated by Lightscape. The Board of Directors can
      appoint or dismiss the General Manager and Finance Director. The General
      Manager is responsible to the Board of Directors. All other management
      officers are to be appointed by the Board of Directors and their
      remuneration are to be decided by the Board of Directors.

	 	 
	5.4 	
      The Finance Director is responsible for the company's
      account bookkeeping and costing.

	 	 
	5.5 	
      Within 30 days after the signing of this Agreement, the
      drafting of the new Memorandum of Association and Articles of Association
      of New Vision should be completed through mutual agreement of the
      Contractual Parties. For any inconsistence between the constitution and
      the provisions of this Agreement, this Agreement shall prevail.

	 	 
	5.6 	
      The new memorandum of association and articles of
      association of New New Vision



Page 11 of 24 





		
      will include the company policy of dividends distribution
      mutually agreed by All Parties as follows: Lightscape and Xintong Media
      committed that the retained earnings within the first two years after the
      increase of paid-in capital of New New Vision will be given the priority
      to the use of business development in New New Vision. All shareholders
      agree that no dividends will be distributed within the first two
    years.

	 	 
	5.7 	
      After the increase of paid-in capital of New New Vision,
      Lightscape and Xintong Media will own 50.10% and 49.90% share of New New
      Vision respectively. Any transaction to increase the investment fund is
      required for business development purpose of New Vision in the future, can
      only be carried out upon mutual agreement of the two shareholders of New
      New Vision. In addition, at the time shareholders of both companies
      decrease their share of New New Vision in the future, the other
      shareholders will have preemptive right option.



Clause
6           The scope of
business of New New Vision 

	6.1 	
      After the completion of this increase of paid-in capital,
      the major business and operating activities of New New Vision shall be:
      the provision and installation of mega size LED screen at the building
      façade of hotels, residential areas, commercial office buildings and
      shopping malls, etc. in the regions of PRC, Hong Kong, Taiwan and Macau,
      for the outdoor mega size LED screen advertisement broadcasting service.
      Unless all shareholders of New New Vision agreed to make other decisions,
      otherwise New New Vision will not engage in other commercial activities
      apart from the major business aforementioned.

	 	 
	6.2 	
      After the completion of this increase of paid-in capital,
      Lightscape’s designated holding company will be the exclusive supplier of
      New Vision to provide resources and services for the design, supply and
      installation of the mega size LED display screen. But Lightscape’s
      designated holding company is entitled to decide whether to offer such
      services or recommend other companies to provide corresponding services
      according to the actual situation and project deadlines.

	 	 
	6.3 	
      Before the completion of this increase of paid-in
      capital, Xintong Media should be responsible for providing all the related
      permits and licenses having the consent and approved by the Chinese
      Government, on behalf of Lightscape’s designated holding company for its
      installation of mega size LED screen in Beijing, to ensure that the above
      action is legitimate and able to be carried out in a normal and timely
      manner.



Page 12 of 24 





	6.4 	
      Xintong Media will make every effort to promote New World
      Property (China) and New New Vision to sign a Memorandum of Understanding
      including the main elements listed as follows: agree that all the real
      estate in China of New World Property (China) and of any of its affiliates
      will use the mega size LED screen supply and installation service and the
      outdoor mega size LED screen advertisement broadcast service provided by
      New New Vision exclusively, and agree that New New Vision and its
      designated companies as their exclusive partner, to provide mega size LED
      screen advertisement broadcast service together.



Clause
7           Business plan


	7.1 	
      After the completion of such increase of paid-in capital,
      All Parties agree to make every effort to achieve the following business
      plan for New Vision:-

	 	 	 
		
      -
	
      Installation of 5 mega size LED display screens in
      Beijing before the grand opening of the Beijing Olympic Games;

		
      -
	
      Installation of another 20 mega size LED display screens
      in first tier cities of China including Beijing, Shanghai, Guangzhou,
      Tianjin, Wuhan, Shenyang before March 31, 2009 in accordance with the time
      schedule specified in Appendix 4.



Clause
8           Representations
and warranties of New Vision 

	8.1 	
      New Vision is well organized, law-abiding and with good
      business operation. New Vision has full authority and capacity in business
      operation, possession, application of properties that claimed to be
      entitled to possess and use and execution of rights and obligations
      stipulated in applicable agreements;

	 	 
	8.2 	
      All Parties have all the necessary power and authority in
      signing, transfer and implementation of the terms of this Agreement as
      well as completion of all the relevant documents. The above-mentioned
      behaviors require to be authorized by necessary company;

	 	 
	8.3 	
      Under the terms of this Agreement, All Parties’
      signature, transferal and implementation of this Agreement does not
      violate the establishment agreements, rules, regulations and other company
      documents;

	 	 
	8.4 	
      After necessary seal and registration, this Agreement has
      coercion on All Parties;

	 	 
	8.5 	
      New Vision is not with any agreement, legal instrument or
      pending litigation side that would damage in essence to its full capacity
      to fulfill the obligations of the Agreement. New Vision is not aware of
      any potential litigation;



Page 13 of 24 





	8.6 	
      There are no outstanding charges or pledges attached with
      the shares before they are sold to Lightscape or its designated company.
      Any forms of the rights of third parties are also surrendered;

	 	 
	8.7 	
      From the date when New Vision provides the balance sheet,
      there is neither significant adverse changes in New Vision’s business,
      operations, property, development, assets or goodwill, nor events or
      existing environments that could lead to the occurrence of such major
      adverse changes;

	 	 
	8.8 	
      New Vision possesses including, but not limited to, the
      business scope of outdoor advertising operation and publishing business
      permitted by the Administration for Industry and Commerce;

	 	 
	8.9 	
      The representation and warranties of New Vision in this
      Agreement does not have any omissions and misrepresentation;

	 	 
	8.10 	
      Assurances and guarantees set forth in this Clause are
      separated and independent from other Clauses of this Agreement;

	 	 
	8.11 	
      Assurances and guarantees set forth in this Clause would
      in any respect not be terminated or affected due to the completion of
      Increase of paid-in capital and the buying of Target
  Shareholding.




	Clause 9 	Representations, warranties
      and commitment of the other Contractual Parties of this
      Agreement 



	9.1 	
      The other parties of this Agreement to represent and
      warrant the following statements:

	 	 	 
		(a) 	
      The Agreement is established and prevails in accordance
      with applicable laws;

	 	 	 
		(b) 	
      Under the terms of this Agreement, the signing,
      transferal and discharge do not violate the agreement of company
      establishment, the statute, regulations, and other company
    documents;

	 	 	 
		(c) 	
      Upon the necessary seals and registration, this Agreement
      is legally binding and mandatory for All Parties;

	 	 	 
		(d) 	
      It is not an agreement that may cause any essential
      damage to All Parties and make them incapable of fulfilling its
      obligations, nor an legal instrument, or the litigation party of the
      pending legal proceedings that may not have knowledge of any possible
      lawsuits, actions or procedures;

	 	 	 
		(e) 	
      Without prior written consent of All Parties, at any time
      after the date of signing



Page 14 of 24 




of the Agreement, the parties shall
not disclose to any person for any purpose of using the technological skills and
expertise and business know-how owned by New New Vision, and not to engage in or
participate in any transactions, activities or business similar to that of New
New Vision, and do not engage in the sales of products or services similar to
that of New New Vision. 

	9.2 	
      Further representations, warranties and commitments from
      Xintong Media are as follows:

	 	 	 
		(a) 	
      Upon signing of this Agreement, Xintong Media commits to
      make every effort to push ahead the signing of a Memorandum of
      Understanding that covers the main contents of Clause 6.4 among New World
      Property (China) and any of its affiliated companies, and New Vision and
      Lightscape or its designated company;

	 	 	 
		(b) 	
      Xintong Media commits to make every effort to ensure New
      Vision achieving the business plan as stated in Clause 7 of this
      Agreement;

	 	 	 
		(c) 	
      Xintong Media commits as from the date of the balance
      sheet provided by New Vision, there is no significant adverse changes in
      the business, operations, property, development, assets or goodwill of New
      Vision, nor any possible incidents or situations that would lead to such
      significant adverse changes;

	 	 	 
		(d) 	
      Xintong Media commits to New Vision that the audited
      balance sheet has fully reflected the provisions for unpaid tax being made
      adequate as at the audited balance sheet date, or provisions of tax due of
      the company or any tax installment of any subsidiaries, if any. Apart from
      such provisions in the balance sheet, New Vision will not bear any tax
      liabilities. New Vision has already made the on time filing of tax return,
      financial statement and other related documents as required. These
      documents do not contain any major false statement, nor should the
      omission of any material fact contained in the statement;

	 	 	 
		(e) 	
      Xintong Media commits that Miss Yao Po Chun’s existing
      shares in New Vision will be transferred to Xintong Media and Xintong
      Media to become a wholly-owned New Vision shareholder, before the increase
      of paid-in capital.

	 	 	 
	9.3 	
      Further representations, warranties and commitments of
      Lightscape are as follows:

	 	 	 
		(a) 	
      Lightscape commits to make every effort to provide its
      resources, high-quality products of LED display screen to New New Vision
      as to facilitate its business development of outdoor mega size liquid
      crystal display screen advertisement broadcast business in the
  PRC.

	 	 	 
		(b) 	
      Lightscape commits that within 15 working days after the
      signing of this Agreement, Lightscape will make a cash injection
      equivalent to RMB 4 million to the Hong Kong bank account of Prima
      Strength which is a shareholder of Xintong



Page 15 of 24 





	 		
      Media as prepaid investment deposit.

	 	 	 
	 	(c) 	
      Lightscape commits to install a LED display screen in New
      World Shopping Centre in Chongwenmenwai Street of Chongwen District in
      Beijing and leasing to New Vision at free. Upon completion of such
      increase of paid-in capital, New Vision will have their lease relationship
      terminated. The LED display screen will be transferred as payment in kind
      to New Vision as the remaining part of the
investment.




	9.4 	
      Warranties and guarantees set forth in this Clause are
      separate and independent and are not subject to other provisions of this
      Agreement.

	 	 
	9.5 	
      Warranties and guarantees set forth in this Clause in any
      respect will not be terminated or affected because of the Increase of
      paid-in capital and the completion of purchase of Target
    Shareholding.



Clause
10           Agreement
validity 

	10.1 	
      This Agreement will enter into force upon signing by the
      authorized representative of All Parties, and approval of the business
      department or related authorities on conditions that the prerequisites in
      Clause 4 under this Agreement are met. However, the parties hereby further
      confirm, the Agreement will be legal binding after signed by All Parties,
      and All Parties shall fulfill the agreed terms. Either party not
      fulfilling these agreed terms is regarded as breach of
  Agreement.



Clause
11           Liability of
early termination and breach of Agreement 

	11.1 	
      Except as otherwise provided, Clause 4, Clause 8, Clause
      9, Clause 12, Clause 13, Clause 14 and Clause 15 of the Agreement shall
      survive upon termination of the Agreement.

	 	 	 
	11.2 	
      Unless the parties otherwise agree, in the following
      circumstances, the Agreement can be early terminated upon approval by the
      approving authority:

	 	 	 
		(a) 	
      Unanimously written consent by Board of Directors
    or

	 	 	 
		(b) 	
      Force majeure situation persists for more than six
      months, except for reasonable amendments made under negotiation among All
      Parties.

	 	 	 
	11.3 	
      Any parties in violation of any responsibility or
      liability as stated in the Agreement, or breaching of its representations,
      warranties and commitments, or any representations, warranties and
      commitment made in this Agreement identified as untrue, incorrect or
      misleading, will constitute a breach of Agreement and should bear the
      corresponding



Page 16 of 24 




liability; the offending party should
pay 3% of the total amount invested by the compliance parties during the
increase of paid-in capital of New Vision to the compliance parties as the
default, and the offending party should compensate any loss suffered by the
compliance parties due to the breach of Agreement. In case of default, a
substantial violation of the Agreement or the charter of the resulting joint
venture company could not operate normally or unable to achieve its business
purpose, the offending party should be regarded as the unilateral termination of
this Agreement, the other party is entitled to terminate this Agreement and get
the approval from the original approval authority. Exercise these rights to
terminate the Agreement does not waive any of the parties as at the date of
termination of this Agreement should take any obligations or remove the
offending party as to the default and should be performing party liability. Any
parties given up a hold on one or more of a default, its rights of termination
of this Agreement should not be deprived of because of the violations occurred
thereafter. 

Clause
12           Entire Agreement


	12.1 	
      This Agreement is the complete agreement reached by All
      Parties aiming at the Increase of paid-in capital and to enter into joint
      venture. This Agreement supersedes all the prior agreements and documents
      made by All Parties aiming to increase paid-in capital and to enter into
      joint venture. Any appendix in this Agreement will be regarded as part of
      this Agreement.



Clause
13           Assignment


	13.1 	
      This Agreement is binding on All Parties and their
      respective successors and the assignee permitted by All
  Parties.



Clause
14           Confidentiality


	14.1 	
      All the information and data exchanged between All
      Parties for the purpose of purchase the Target Shareholding are
      confidential (hereinafter referred to as “confidential information”). In
      addition to the written consent of the other party, the party receiving
      confidential information shall not directly or indirectly disclose such
      confidential information to any third party, and such confidential
      information shall not be used for any other purposes outside the
      implementation of this Agreement.



Clause
15           Renouncement


	15.1 	
      Disclaimer to one party who does not fulfill its
      obligations or not able to fulfill its obligations, does not constitute
      the other acts to exempt its obligations thereafter. Any disclaimer must
      have the corresponding provisions of this Agreement as a basis,
  made



Page 17 of 24 




in writing, and signed by authorized
representative of the disclaimed party. 

Clause
16           Separability


	16.1 	
      If this Agreement in one or several Clauses for any
      reason found to be invalid, illegal or unenforceable, and the deletion of
      the provisions of this Agreement will not affect the validity, and the
      invalid, illegal or unenforceable Clauses do not affect the terms of the
      implementation of other provisions effectiveness. The invalid, illegal or
      unenforceable Clauses shall be deemed not included in the
  Agreement.



Clause
17           Force majeure


	17.1 	
      If a party is unable or delayed to implement the
      obligations of this Agreement due to force majeure events including, but
      not limited to, blackouts, bad weather, fires, explosions, floods,
      volcanic eruptions, tornadoes, earthquakes, epidemics, strike, destruction
      of production facilities, social riots and other factors, the party does
      not need to bear the liability of Agreement violation provided that the
      party issues notice to inform the other party of the force majeure events
      in time (not more than fifteen (15) days from the day of knowing the force
      majeure events). If the implementation of this Agreement is delayed by
      force majeure events for more than sixty (60) days, then any party may
      immediately terminate this Agreement.



Clause
18           Resolution for
disputes 

	18.1 	
      Unless there is another stipulation in this Agreement, if
      there is any dispute caused by this Agreement, it should be submitted to
      the Board of Directors in the first instance. All Parties should try to
      resolve the dispute through amicable settlement within fifteen (15) days
      after the day the Board of Directors being informed of the dispute. If the
      Board of Directors fails to resolve the dispute amicably within the
      above-mentioned fifteen (15) days, the dispute should be referred to
      arbitration in accordance with Clause 18.2 of this Agreement.

	 	 
	18.2 	
      For any resolved dispute or claim arising from or related
      to this Agreement, including dispute of its effectiveness or termination,
      All Parties can refer it to the Beijing Branch of the China International
      Economic and Trade Arbitration Commission under the prevailing arbitration
      rules for adjudication. Arbitration process should be undertaken in
      Chinese language. Arbitration award will be final award that legally
      binding on All Parties. This Agreement applies and is bound by PRC
    Law.



Clause
19           Different
text 

	19.1 	
      After the signing of this Agreement, if another
      relatively simple agreement of increase



Page 18 of 24 





		
      of paid-in capital or joint venture entity is to be
      drafted to meet the requirement of the relevant government departments,
      terms and conditions of this Agreement shall prevail in the event of any
      inconsistencies.

	 	 
	19.2 	
      This Agreement has been translated into English. If there
      is any inconsistency or ambiguity between the Chinese version and the
      English version, the English version shall
prevail.



In view of this, All Parties sign this Agreement in the
above-mentioned date. 

	A :	
      Beijing New Vision Media Advertising Co. Ltd.
      
Signatory: /s/ Wu Li Qian

		
      Name: Wu Li Qian 
Position: 
Date:

	 	 
	B :	
      Lightscape Technologies (Greater China) Limited
      
Signatory: /s/ Bondy Tan

		
      Name: Bondy Tan 
Position: 
Date:

	 	 
	C :	
      Beijing Xintong Media & Cultural Development Co. Ltd.
      
Signatory: /s/ Huang Zhi Chao

		
      Name: Huang Zhi Chao 
Position: 
Date:

	 	 
	D :	
      Miss Yao Po Chun 
Signatory: /s/ Yao Po
    Chun

		
      Date:



Page 19 of 24 




APPENDIX 1 

Copy of an agreement between Beijing Xintong Media & Cultural Development Co. Ltd. and Beijing BAMC CityTV Company Limited related to advertising rights for an LED screen at the New World Shopping Centre in the ChongWen District of Beijing.

 

Page 20 of 24 




APPENDIX 2 

Copy of the Balance Sheet of Beijing New Vision Media Advertising Co. Ltd.

 

 

 

 

Page 21 of 24 




APPENDIX 3 

Technical specifications of full-color outdoor LED displays.

 

 

 

 

Page 22 of 24 




APPENDIX 4 

List of 47 outdoor locations under the New World Group potentially suitable for installation of mega-sized LED advertising displays.

 

 

 

 

Page 23 of 24 




APPENDIX 5 

Copy of a draft Memorandum of Understanding between Beijing Xintong Media & Cultural Development Co. Ltd. and New World China Land related to the development of an outdoor LED advertising business at New World China Land sites. 

Page 24 of 24