ex10-10.htm


    Exhibit 10.10


     

    Confidential

     

     

     

    Exclusive
Agreement on the Option of Transfer of Shares

     

     

    of

     

     

    Shanghai
Mopietek Information Technology Co., Ltd.

     

     

    Between

     

     

    Shi
Yongmei

     

     

    Song
Zhiling

     

     

    


     

     

    Shanghai
Mopietek Information Technology Co., Ltd.

     

     

    And

     

     

    Shanghai
Information Technology (Molong) Co., Ltd.

     

     

    


     

     

    


     

     

    Dated
this July 1,
2007

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    Exclusive
Agreement on Option of Share Transfer

     

     

    This
Exclusive Agreement on Option of Share Transfer (“this Agreement”) is executed
by and between the parties below on July 1st 2007 in
Shanghai, People’s Republic of China (“China” or “PRC”):

     

    
      	 
      	
              1.

            	
              Shi
      Yongmei, a Chinese citizen (ID No: XXXXXXXXXXXXXXXXXX)

            	 
      
	 	 	 	 
	 
      	
              2.

            	
              Song
      Zhiling, a Chinese citizen (ID No: XXXXXXXXXXXXXXXXXX);

            	 
      
	 	 	 	 
	 
      	 
      	(Song
      Yongmei and Song Zhiling are separately or collected referred to as
      “Existing
      Shareholders”)
	 	 	 
	 
      	
              3.

            	
              Shanghai
      Information Technology (Molong) Co., Ltd. (“Molong”)

            	 
      
	 	 	 	 
	 
      	 
      	Registered
      address: Room 1105 No. 1 Lane 127 Guotai Road, Yangpu District,
      Shanghai
	 	 	 
	 
      	
              4.

            	
              Shanghai
      Mopietek Information Technology Co., Ltd (“Mopietek”)

            	 
      
	 	 	 	 
	 
      	 
      	Registered
      address: Room 1103 No. 1 Lane 127 Guotai Road, Yangpu District,
      Shanghai
	 	 	 	 
	 
      	 
      	(In
      this Agreement, the four parties are separately referred to as “a Party”,
      and collectively
      referred to as “the Parties”)
	WHEREAS,	 
      	 
      
	 
      	
              (1)

            	
              Existing
      Shareholders are registered shareholders of Mopietek who lawfully hold all
      shares of Mopietek. Exhibit 1 lists the amount of contributions and
      proportion of of stocks of Existing Shareholders in Mopietek registered
      capital upon execution date hereof.

            
	 	 	 
	 
      	
              (2)

            	
              Existing
      Shareholders wish to transfer their shares in Mopietek to Molong and/or
      any entity or individual designated by Molong pursuant to applicable laws
      of China, and Molong agrees to accept such transfer.

            
	 	 	 
	 
      	
              (3)

            	
              For
      such transfer, Existing Shareholders agree to jointly grant an
      irrevocable, exclusive option of share transfer to Molong (“Option of
      Share Transfer”), by which, to the extent permitted by the Chinese laws,
      the Existing Shareholders shall, as requested by Molong, transfer the
      option shares (as defined below) to Molong and/or any entity or individual
      designated by Molong in accordance with the provisions
      hereunder.

            
	 	 	 
	 
      	
              (4)

            	
              Mopietek
      agrees with such granting of the option from Existing Shareholders to
      Molong in accordance with the provisions hereunder.

            
	 	 	 
	 
      	
              Now
      therefore, the parties agree as follows:

            	 
      
	 	 	 
	
              Article
      1 Definitions

            
	 


    

    
      	 
      	
              1.1

            	
              Unless
      otherwise stipulated in the context, the following terms have the meaning
      as
      defined below:

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
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      	Designated
      Representative:	
              as
      defined in article 3.7 hereto.

            	 
      


    

     

    
      	
              Permits
      and Licenses:

            	
              any
      approval, license, filing or registration necessary for Mopietek to
      lawfully and validly operate information service business in category-II
      value-added telecom business in China (exclusive of fixed phone business
      and Internet information service) and information service business in
      category-II value-added telecom business in Shanghai (limited to Internet
      information service only), including but not limited to Business License
      for Enterprise as Legal Person, Taxation Registration Certificate, License
      for Value-added Telecom Business, and any other necessary approvals and
      licenses as required by applicable laws of China.

            	 
      
	 	 	 
	
              Confidential
      Information:

            	
              as
      defined in article 8.1 hereto.

            	 
      
	 	 	 
	
              Default
      Party:

            	
              as
      defined in article 11.1 hereto.

            	 
      
	 	 	 
	
              Default:

            	
              as
      defined in article 11.1 hereto.

            	 
      
	 	 	 
	
              Notice
      of Exercise:

            	
              as
      defined in article 3.5 hereto.

            	 
      
	 	 	 
	
              Mopietek
      Registered Capital:

            	
              10
      Million RMB upon execution of this Agreement, and any additional
      registered capital within the term of this Agreement.

            	 
      
	 	 	 
	
              Mopietek
      Assets:

            	
              all
      tangible and intangible assets of Mopietek derived or legally used by
      Mopietek during the term of this Agreement, including but not limited to
      any real estate, personal property, trademark, copyright, patent,
      proprietary technologies, domain name, software license and other
      IPRs.

            	 
      
	 	 	 
	
              Material
      Agreement:

            	
              Any
      agreement binding upon Mopietek and having material impact on Mopietek
      business or assets, including but not limited to Exclusive Agreement of
      Technology License and Service reached between Mopietek and Molong, and
      any other agreement related to Mopietek business.

            	 
      


    

     

     

     

     

     

    
      
        
        

      

      
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              Conforming
      Party:

            	
              as
      defined in article 11.1 hereto.

            	 
      
	 	 	 
	
              Option
      of Shares:

            	
              for
      each Existing Shareholder, all shares of Mopietek registered capital held
      by each Existing Shareholder; for all Existing Shareholders, all shares of
      Mopietek registered capital held by Existing Shareholders.

            	 
      
	 	 	 
	
              Chinese
      Laws:

            	
              prevailing
      Chinese laws, administrative regulations, by-laws, local rules, juridical
      explanation and other binding regulatory documents.

            	 
      
	 	 	 
	
              Letter
      of Attorney:

            	
              as
      defined in article 3.7 hereto.

            	 
      
	 	 	 
	
              Subject
      Right:

            	
              as
      defined in article 12.5 hereto.

            	 
      
	 	 	 
	
              Maximum
      Shareholding Percentage:

            	
              as
      defined in article 3.2 hereto.

            	 
      
	 	 	 
	
              Right
      of Share Transfer:

            	
              when
      exercising the option of share transfer (“Exercise”), Molong, according to
      article 3.2 hereto, is entitled to request either or both Existing
      Shareholders to transfer all or part of shares of Mopietek to Molong or
      any entity or individual designated by Molong, at the sole discretion of
      Molong in light of then prevailing Chinese Laws and business
      factors.

            	 
      
	 	 	 
	
              Transfer
      Price:

            	
              according
      to article 4 hereto, upon each Exercise, all consideration of the shares
      hereunder purchased by Molong or any entity or individual designated by
      Molong paid to Existing Shareholders.

            	 
      


    

     

    
      	
              1.2

            	
              Any
      reference of any Chinese laws hereunder shall be deemed
  as:

            
	 	 
	 
      	
              (1)

            	
              Inclusive
      of any amendment, change, addition and replacement thereof, whether prior
      to or after the execution date hereunder; and

            
	 	 	 
	 
      	
              (2)

            	
              Inclusive
      of any other decision, notice and regulation pursuant to or effective as
      per such laws.

            


    

     

    
      	
              1.3

            	
              Unless
      otherwise set in the context, the articles, clauses, items and paragraphs
      hereto refer to the provisions
hereto.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
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              Article
      2 Granting
      of Option of Share Transfer

            
	 
	
              2.1

            	
              The
      Existing Shareholders separately and jointly agree to grant irrevocable,
      exclusive option of share transfer to Molong without any conditions, by
      which Molong is entitled, to the extent permitted by the Chinese laws,
      request Existing Shareholders to transfer their shares in Mopietek to
      Molong and/or any entity or individual designated by Molong in the manner
      set hereunder, and Molong hereby accepts such option.

            
	 	 
	
              2.2

            	
              Mopietek
      hereby agrees that Existing Shareholders should transfer such option to
      Molong according to article 2.1 and other provisions
    hereto.

            
	 	 
	
              Article
      3 Manner
      of Exercise

            
	 	 
	
              3.1

            	
              To
      the extent permitted by the Chinese laws, Molong may, at its sole
      discretion, determine the time, manner and times of
    Exercise.

            
	 	 
	
              3.2

            	
              If
      Molong or the entity or individual designated by Molong are permitted by
      then prevailing Chinese Laws to hold all shares of Mopietek, Molong is
      entitled to exercise the option hereunder once for all, when Molong and/or
      any entity or individual designated by Molong shall acquire all Option
      Shares transferred by the Existing Shareholders; if Molong or the entity
      or individual designated by Molong are permitted by then prevailing
      Chinese Laws to hold only part of shares of Mopietek, Molong is entitled
      to exercise the option hereunder not exceeding the maximum shareholding
      percentage as stipulated by prevailing Chinese Laws (“Maximum Shareholding
      Percentage”), when Molong and/or any entity or individual designated by
      Molong shall acquire such part of Option Shares transferred by the
      Existing Shareholders. In the latter case, Molong is entitled to exercise
      the Option within the rising Maximum Shareholding Percentage as permitted
      by Chinese Laws for more than once, until holding up to 100% shares of
      Mopietek.

            
	 	 
	
              3.3

            	
              Upon
      each Exercise, Molong is entitled to designate the number of Option Shares
      to be transferred by Existing Shareholders to Molong and/or any entity or
      individual designated by Molong, when the Existing Shareholders should
      transfer such number of Option Shares to Molong and/or any entity or
      individual designated by Molong. Molong and/or any entity or individual
      designated by Molong should pay Existing Shareholders the Transfer Price
      with regard to such number of Option Shares upon each
      Exercise.

            
	 	 
	
              3.4

            	
              Upon
      each Exercise, Molong or any third party designated by Molong may accept
      all or part of the Option Shares.

            
	 	 
	
              3.5

            	
              Upon
      each Exercise, Molong shall issue the notice of exercising the transfer
      option (“Exercise Notice”, with the format set in exhibit 2 hereto). Upon
      the receipt of such notice, Existing Shareholders should transfer the
      shares under the notice, in the manner set in article 3.3 hereto, to
      Molong and/or any entity or individual designated by Molong once for
      all.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
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              3.6

            	
              The
      Existing Shareholders separately and jointly promise and warrant that,
      upon receipt of the Exercise Notice, they shall:

            
	 	 


    

    
      	
               
      

            	
              (1)

            	
              Immediately
      hold shareholder meeting, adopt a shareholder resolution and
      take all necessary actions to cause the transfer of all Option Shares to
      Molong and/or any entity or individual designated by Molong at the
      Transfer Price;

            
	 	 	 


    

    
      	 
      	
              (2)

            	
              Immediately
      enter into the share transfer agreement with Molong and/or any entity or
      individual designated by Molong to transfer all Option Shares to Molong
      and/or any entity or individual designated by Molong;
  and

            
	 	 	 	 
	 
      	
              (3)

            	
              As
      requested by Molong and applicable laws/regulations, provide reasonable
      assistance to Molong (including supplying and executing of all relevant
      legal documents, going through all necessary government approval and
      registration procedures, undertaking all relevant obligations) to enable
      Molong and/or any entity or individual designated by Molong to obtain all
      Option Shares without any legal defects.

            
	 	 	 


    

    
      	
              3.7

            	
              Upon
      execution of this Agreement, the Existing Shareholders should separately
      execute a letter of attorney (“Letter of Attorney”, with the format set in
      exhibit 3 hereto) to appoint any one designated by Molong (“Designated
      Representative”) to execute any and all necessary legal documents
      according to this Agreement on behalf of such Existing Shareholders to
      enable Molong and/or any entity or individual designated by Molong to
      obtain all Option Shares without any legal defects. The Letter of Attorney
      shall be kept by Molong, and Molong is entitled to, when necessary,
      request Existing Shareholders to execute duplicates of the Letter of
      Attorney, and furnish such Letter of Attorney to competent government
      authorities. Existing Shareholders shall rescind the appointment of such
      Designated Representative immediately upon the receipt of the written
      notice of Molong for replacing such representative, and appoint other
      representative designated by Molong to execute any and all necessary legal
      documents according to this Agreement on behalf of such Existing
      Shareholders. The replacing Letter of Attorney shall forthwith supercede
      the original one; otherwise Existing Shareholders shall not rescind the
      Letter of Attorney to the Designated
  Representative.

            


    

     

    
      	 	 
	
              Article
      4 Transfer
      Price

            
	 
	
              Upon
      each Exercise, Molong and/or any entity or individual designated by Molong
      shall pay the minimum price permitted by the prevailing Chinese laws to
      Existing Shareholders as the Transfer Price.

            
	
              Article
      5 Warranty
      and Presentations

            
	 
	
              5.1

            	
              Existing
      Shareholders separately and jointly warrant and present as below, which
      shall remain valid as if made upon each Exercise.

            
	 	 
	 
      	
              5.1.1

            	
              Existing
      Shareholders are Chinese citizens of full capacity, havecomplete and
      independent legal status and capacity to execute, deliver and
      perform this Agreement, and can act as an independent party of
      any litigation.

            


    

     

     

     

     

     

    
      
        
        

      

      
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              5.1.2

            	
              Mopietek
      is a limited liability company duly registered and existing under Chinese
      Laws, is qualified as an independent legal entity, has complete and
      independent legal status and capacity to execute, deliver and perform this
      Agreement, and can act as an independent party of any
      litigation.

            
	 	 	 
	 	
              5.1.3

            	
              Existing
      Shareholders have full authorization and power for execution and delivery
      of this Agreement and any other necessary documents in connection with the
      transaction hereunder; and full authorization and power for the
      transaction hereunder.

            
	 	 	 
	 	
              5.1.4

            	
              This
      Agreement is duly and properly executed and delivered by Existing
      Shareholders, constitutes lawful and binding obligations of the parties
      hereto, and can be enforced accordingly.

            
	 	 	 
	 	
              5.1.5

            	
              Existing
      Shareholders, upon effective date of this Agreement, are lawful registered
      owner of the Option Shares. Except for the rights under this Agreement,
      Share Pledge Agreement with Molong, and Trust Agreement of Shareholder
      Voting Rights with Molong and Mopietek, the Option Shares are not burdened
      with any lieu, pledge, claim, other guarantee and third-party rights.
      According to this Agreement, Molong and/or any entity or individual
      designated by Molong, after each Exercise, will procure the good ownership
      of the Option Shares without any lieu, pledge, claim, other guarantee and
      third-party rights.

            
	 	 	 
	 	
              5.2

            	
              Mopietek
      hereby warrants and represents that:

            
	 	 	 	 
	 	 
      	
              5.2.1

            	
              Mopietek
      is a limited liability company duly registered and existing under Chinese
      Laws, is qualified as an independent legal entity, has complete and
      independent legal status and capacity to execute, deliver and perform this
      Agreement, and can act as an independent party of any
      litigation.

            


    

     

    
      	 	
              5.2.2

            	
              Mopietek
      has full authorization and power for execution and delivery of this
      Agreement and any other necessary documents in connection with the
      transaction hereunder; and full authorization and power for the
      transaction hereunder.

            
	 	 	 
	 	
              5.2.3

            	
              This
      Agreement is legally and properly executed and delivered by Mopietek, and
      constitutes lawful and binding obligations of Mopietek.

            
	 	 	 
	 	
              5.2.4

            	
              Upon
      execution of this Agreement, Existing Shareholders are all legally
      registered shareholders of Mopietek. According to this Agreement, Molong
      and/or any entity or individual designated by Molong, after each Exercise,
      will procure the good ownership of the Option Shares without any
      lieu, pledge, claim, other guarantee and third-party
      rights.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
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              5.2.5

            	
              Upon
      execution of this Agreement, Mopietek has all necessary Permits and
      Licenses for its operation, has full authorization and qualification to
      operate information service business in category-II value-added telecom
      business in China (exclusive of fixed phone business and Internet
      information service) and information service business in category-II
      value-added telecom business in Shanghai (limited to Internet information
      service only). Since the incorporation, Mopietek has never violated or
      possibly violated any regulations and rules of industrial and commercial,
      tax, telecom, quality and technical supervision, labor and social security
      authorities, and other government agencies, nor involved into any conflict
      arising out of any contract violation.

            	 
      
	 	 	 	 
	
              Article
      6 Promise
      of Existing Shareholders

            
	 
	The
      Existing Shareholders hereby respectively warrants that:	 
      


    

     

    
      	
              6.1

            	
              During
      the term hereof, take all reasonable measures to assist Mopietek to
      procure, and maintain the validity of, all necessary Permits and Licenses
      for its operation.

            
	 	 	 
	
              6.2

            	
              During
      the term hereof, without prior written consent of Molong:

            	 
      


    

     

    
      	 
      	
              6.2.1

            	
              No
      Existing Shareholders shall transfer or dispose, in any manner, any Option
      Shares, or place any pledge or third-party rights on any Option
      Shares.

            
	 	 	 
	 
      	
              6.2.2

            	
              Not
      increase or decrease registered capital of Mopietek;

            
	 	 	 
	 
      	
              6.2.3

            	
              Not
      dispose or cause Mopietek management to dispose any Mopietek assets
      (except for normal business operation);

            
	 	 	 
	 
      	
              6.2.4

            	
              Not
      terminate, or cause Mopietek management to terminate any Material
      Agreement binding upon Mopietek, nor to enter into any agreement in
      conflict with any Material Agreement;

            
	 	 	 
	 
      	
              6.2.5

            	
              Not
      appoint or replace any Mopietek director, supervisor or managing personal
      appointed by Existing Shareholders;

            
	 	 	 
	 
      	
              6.2.6

            	
              Not
      request or agree Mopietek to declare or distribute any allocable profit,
      dividend, bonus or stock interest;

            
	 	 	 
	 
      	
              6.2.7

            	
              Guarantee
      that Mopietek will legally exist, and shall not be terminated, liquidated
      or dissolved;

            
	 	 	 
	 
      	
              6.2.8

            	
              Not
      cause or agree with any modification of Mopietek articles of association;
      and

            
	 	 	 
	 
      	
              6.2.9

            	
              Guarantee
      that Mopietek will not have any debt or creditor right, or guarantee or
      any other guarantee activities, or any other material obligations
      except for normal business
operation.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
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              6.3

            	
              During
      the term of this Agreement, Existing Shareholders will try every
      reasonable endeavors to promote Mopietek business, ensure Mopietek’s legal
      and regulated operation, and will not take any action or no-action that
      may impair Mopietek assets, goodwill and validity of Mopietek Permits and
      Licenses.

            
	 	 
	
              Article
      7 Promises
      of Mopietek

            
	 
	
              7.1

            	
              Mopietek
      will try every reasonable endeavors to procure any necessary third-party
      consent, approval, waiver, authorization or any government approval,
      license, exemption or any registration or filing with any government
      agency (statutory) for execution and performance of this Agreement,
      granting of the Option hereunder.

            
	 	 
	
              7.2

            	
              Without
      prior written consent of Molong, Mopietek will not assist with or permit
      Existing Shareholders to transfer or dispose of, in any other manner, any
      Option of Share Transfer, or place any pledge or third-party right on any
      Option of Share Transfer.

            
	 	 
	
              7.3

            	
              Mopietek
      will not, nor permit any third party to, take any action or no-action
      adversely impacting the rights of Molong hereunder.

            
	 	 
	
              Article
      8 Non
      Disclosure

            
	 
	
              8.1

            	
              Regardless
      of termination of this Agreement, Existing Shareholders shall not disclose
      the following information (“Confidential Information”):

            
	 	 
	 
      	
              (i)

            	
              Execution,
      performance and contents of this Agreement;

            
	 	 	 
	 
      	
              (ii)

            	
              Any
      trade secret, confidential information and customer information of
      Mopietek disclosed to or received by Existing Shareholders for execution
      and performance of this Agreement;

            
	 	 	 
	 
      	
              (iii)

            	
              Any
      trade secret, confidential information and customer information of
      Mopietek disclosed to or received by Existing Shareholders acting as the
      shareholders of Mopietek.

            


    

     

    
      	 
      	
              Existing
      Shareholders shall not use such Confidential Information except for the
      performance of this Agreement. Without written consent of Molong, no
      Existing Shareholders shall disclose above Confidential Information to any
      third party, any default party herein shall be liable for default
      liability and indemnify any loss thus
incurred.

            


    

     

    
      	
              8.2

            	
              Upon
      termination of this Agreement, the Existing Shareholders shall return,
      destroy or dispose of all documents, materials and software containing
      Confidential Information as requested by Molong, and stop any use
      thereof.

            
	 	 
	
              8.3

            	
              Notwithstanding
      provisions to the contrary, the provisions herein shall survive any
      termination or suspension of this
Agreement.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
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              Article
      9 Term

            
	 
	
              This
      Agreement shall take effect upon due execution, and be terminated when all
      Option Shares are transferred to Molong and/or other entity or individual
      designated by Molong.

            
	 
	
              Article
      10 Notices

            
	 
	
              10.1

            	
              Any
      notice, demand, request and other correspondence requested by or made in
      accordance with this Agreement shall be sent to the other party in
      writing.

            
	 	 
	
              10.2

            	
              Above
      notice or correspondence sent by fax or telex shall be deemed as given
      upon sending out; or deemed as given upon personal delivery; or five (5)
      days after mailing.

            
	 	 
	
              Article
      11 Defaults

            
	 
	
              11.1

            	
              The
      parties agree and confirm that either party (“Default Party”) in material
      violation of any provision hereto or material default of any obligation
      hereto constitute the default against this Agreement (“Default”), when the
      conforming party (“Conforming Party”) is entitled to notify the Default
      Party to make correction or remedy thereof within reasonable period. In
      case of no correction or remedy within the reasonable period or within ten
      (10) days after the written notice thereof, if the Default Party is
      Existing Shareholder or Mopietek, the Conforming Party is entitled to
      resort to any one of the following solutions: (1) Terminate this agreement
      and claim all indemnification of any loss thus incurred; or (2) Request
      performance of the obligations hereunder and claim all indemnification of
      any loss thus incurred; if the Default Party is Molong, the Conforming
      Party is entitled to request the Default Party to perform obligations
      hereunder and claim all indemnification of any loss thus
      incurred.

            
	 	 
	
              11.2

            	
              The
      parties agree and confirm that neither Existing Shareholder nor Mopietek
      shall terminate this Agreement in any circumstances.

            
	 	 
	
              11.3

            	
              The
      rights and remedies hereunder are accumulative, and shall not exclude any
      other legal rights and remedies.

            
	 	 
	
              11.4

            	
              Notwithstanding
      any provisions to the contrary, the provisions herein shall survive any
      termination or suspension of this Agreement.

            
	 	 
	
              Article
      12 Miscellaneous

            
	 
	
              12.1

            	
              This
      Agreement is made in Chinese in four (4) originals with each party holding
      one (1) copy.

            
	 	 
	
              12.2

            	
              The
      execution, effectiveness, performance, amendment, interpretation and
      termination of this Agreement are governed by laws of
    China.

            
	 	 
	
              12.3

            	
              Any
      dispute arising out of or in connection with this Agreement shall be
      settled via mutual consultation. Any dispute failing friendly settlement
      within thirty (30) days shall be submitted to China International Economic
      and Trade Arbitration Commission Shanghai Branch for arbitration under its
      then prevailing rules. The arbitration
      is final and binding upon the parties.

            
	 	 


    

     

     

     

     

     

     

    
      
        
        

      

      
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              12.4

            	
              Any
      rights, power and remedy granted to the parties hereunder shall not
      preclude any other right, power or remedy of such party in accordance with
      applicable laws/regulations and other provisions hereto, any exercise of
      such right, power and remedy shall not preclude such party of the exercise
      of other right, power and remedy.

            
	 	 
	
              12.5

            	
              Any
      non-exercise or delay in exercising any right, power and remedy hereunder
      or under applicable laws (“such Right”) shall not lead to any waiver of
      such Right, any waiver of single or part of such Right shall not preclude
      the right of such party to exercise such Right in any other manner or
      exercise other rights.

            
	 	 
	
              12.6

            	
              The
      headings hereto are for reference only, and shall not influence the
      interpretation of the provisions hereto.

            
	 	 
	
              12.7

            	
              Any
      provision hereto constitutes a several part of this Agreement. Any
      provision or provisions found invalid, illegal or unenforceable any time
      shall not prejudice against the validity, legality and enforceability of
      any other provisions hereto.

            
	 	 
	
              12.8

            	
              This
      Agreement as duly executed shall supercede any previous oral or written
      agreement regarding the subject matter hereunder among the parties hereto.
      Any amendment and addition thereof shall be made in writing, and take
      effect upon due execution of the parties hereto.

            
	 	 
	
              12.9

            	
              Without
      prior written consent of Molong, neither Existing Shareholders nor
      Mopietek shall transfer any rights and/or obligations hereunder to any
      third party, Molong is entitled to transfer any rights and/or obligations
      of Molong hereunder to any third party with notice thereof to Existing
      Shareholders and Mopietek.

            
	 	 
	
              12.10

            	
              This
      Agreement is binding upon lawful successors of the parties
      hereto.

            
	 	 


    

     

     

    
      	
              (End
      of text)

            


    

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    [Signature
Page]

     

    Now
therefore, the parties hereby set their hands on this exclusive Agreement as of
the date first above written.

     

     

    Shi
Yongmei

    Signature:

     

    Song
Zhiling

    Signature:

     

    Shanghai
Information Technology (Molong) Co., Ltd. (seal)

    Signature:
Fu Qian

    Name:

    Title:
authorized representative

     

    Shanghai
Mopietek Information Technology Co., Ltd (seal)

    Signature:
Song Zhiling

    Name:

    Title:
authorized representative

     

     

     

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

     

    
 

     

     

    
      	
              Exhibit
      1

            


    

     

     

    
      	
               
      

            	
              Profile
      of Mopietek

            


    

     

    
      	
               
      

            	
              Name:
      Shanghai Mopietek Information Technology Co.,
  Ltd.

            


    

     

    
      	
               
      

            	
              Registered
      address: Room 1103 No. 1 Lane 127 Guotai Road, Yangpu District,
      Shanghai

            


    

     

    
      	
               
      

            	
              Registered
      capital: 10 Million RMB

            


    

     

    
      	
               
      

            	
              Legal
      representative: Song Zhiling

            


    

     

    
      	
               
      

            	
              Shareholding
      Structure

            


    

     

    
      	
              Shareholders

            	
              Amount
      of contribution

            	
              Shareholding
      proportion

            
	
              Shi
      Yongmei

            	
              9
      Million RMB

            	
              90%

            
	
              Song
      Zhiling

            	
              1
      Million RMB

            	
              10%

            
	
              Total

            	
              10
      Million RMB

            	
              100%

            


    

     

    
      	
               
      

            	
              Financial
      year: January 1 to December 31 in one calendar
  year

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
               
      

            	
              Exhibit
      2

            


    

     

     

    
      	
               
      

            	
              Sample of Notice of
      Exercise

            


    

     

    
      	
               
      

            	
              To:
      [Existing Shareholders]

            


    

     

    Your
attention is invited to the Exclusive Agreement on Option of Share Transfer
(“Option Agreement”) executed by our company with you and Shanghai Mopietek
Information Technology Co., Ltd. (“Mopietek”), by which you should, as requested
by our company when permitted by then prevailing Chinese laws and regulations,
to transfer the shares of Mopietek held by you/your company to us or any third
party designated by us.

     

    
      	
               
      

            	
              We
      hereby notify you as below:

            


    

     

    We
request to exercise the share-transfer option under the Option Agreement, by
which ____% shares of Mopietek held by you (“Transfer Shares”) shall be
transferred to us/[company/individual] designated by us. You should, upon the
receipt of this notice, forthwith transfer the Transfer Shares to
us/[company/individual] designated by us.

     

     

    


     

     

    
      	
               
      

            	
              Yours
      faithfully

            


    

     

    
      	
               
      

            	
              Shanghai
      Information Technology (Molong) Co.,
Ltd.

            


    

     

    
      	
               
      

            	
              (seal)

            


    

     

    
      	
               
      

            	
              Authorized
      representative:

            


    

     

    
      	
               
      

            	
              Date:

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    
      	
               
      

            	
              Exhibit
      3:

            


    

     

     

    
      	
               
      

            	
              Sample of Letter of
      Attorney

            


    

     

     

    
      	
               
      

            	
              I,
      _______, hereby irrevocably appoint ___________ [ID No.________] as my
      authorized representative to execute the share transfer agreement and
      other necessary legal documents about the shares of Shanghai Mopietek
      Information Technology Co., Ltd. among me, Shanghai Mopietek Information
      Technology Co., Ltd. and Shanghai Information Technology (Molong) Co.,
      Ltd..

            


    

     

     

    


     

     

    
      	
               
      

            	
              Signature:

            


    

     

    
      	
               
      

            	
              Date:

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -15-