ex10-11.htm


    Exhibit
10.11

     

     

    EXCLUSIVE
TECHNICAL

    AND
CONSULTING SERVICES AGREEMENT

    


    This
Exclusive Technical Consulting and Services Agreement (the “Agreement”) is entered into in
[       ]. China, as of 1st, July,
2007, between the following two parties,

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Party
      A:

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

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

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Legal
      representative: Fu Qian

            	 
      	 
      


    

    
      	 
      	 
      	 
      	 
      	 
      
	
              Party
      B:

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

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

            
	 	 
	 
      	 
      	Legal
      representative: Song Zhiling	 
      	 
      


    

     

    
      	
              WHEREAS,

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              1.

            	
              Party
      A, a wholly foreign-owned enterprise registered in People’s Republic of
      China (the “PRC”)
      under the laws of PRC, which owns resources to provide the software
      development and the technical and consulting services.

            
	 
      	 
      	 
      	 
      
	
              2.

            	
              Party
      B, a limited liability company established and registered in PRC with the
      license issued by relevant government authorities to engaging in the
      business of the value-added telecommunication service;

            
	 
      	 
      	 
      	 
      
	
              3.

            	
              Party
      A agrees to provide technical and consulting services for Party B, and
      Party B hereby agrees to accept such technical and consulting
      services.

            
	 
      	 
      	 
      	 
      
	
              WHEREAS,
      Party A and Party B, through friendly negotiation and based on the
      equality and mutual benefit, enter into the Agreement as
      follows:

            
	 
      	 
      	 
      	 
      
	
              1.

            	
              Technical
      Consulting and Services; Ownership and Exclusive Interests

            	 
      	 
      


    

    
      	 
      	 
      	 
      	 
      
	 
      	
              1.1

            	
              During
      the term of this Agreement, Party A agrees to provide the relevant
      technical consulting and services (detailed businesses are specified in
      Appendix 1) for Party B in accordance with the
  Agreement.

            
	 
      	 
      	 
      	 
      
	 
      	
              1.2

            	Party
      B hereby agrees to accept such technical and consulting services. Party B
      further agrees that, during the term of this Agreement, it shall not
      accept any third party (except for the party appointed by Party A) to
      provide such technical and consulting services in terms of the
      above-mentioned businesses without Party A’s prior written consent.


    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              1.3

            	
              Party
      A shall be the sole and exclusive owner of all rights, title, interests
      and intellectual property rights (including but not limited to, copyright,
      patent, know-how, commercial secret) arising from the performance of this
      Agreement, whether developed by Party A or by Party B based on Party A’s
      intellectual property.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              1.4

            	
              Party
      B undertakes that Party A shall have the priority right on cooperation
      with Party B or its affiliates in the same conditions in case Party B is
      going to cooperate with other enterprises in respect of any
      businesses.

            
	 
      	 
      	 
      	 
      	 
      
	
              2.

            	
              Calculation
      and Payment of the Fee for Technical and Consulting Services (the
      “Fee”)

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              2.1

            	
              The
      Parties agree that the Fee under this Agreement shall be determined and
      paid according to the Appendix 2 hereof.

            
	 
      	 
      	 
      	 
      	 
      
	
              3.

            	
              Representations
      and Warranties

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              3.1

            	
              Party
      A hereby makes representations and warranties as
  follows:

            


    

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              3.1.1

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

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              3.1.2

            	
              Party
      A shall perform this Agreement within its authority and its business
      scope, shall obtain necessary approvals from its company and the consents
      from the third party or the government authorities, and shall not be
      against any enforceable and effective laws or contracts;
    and

            


    

     

    
      	 
      	
              3.1.3

            	the
      agreement constitutes a legal, valid, binding and enforceable agreement to
      Party A upon its execution.


    

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              3.2

            	
              Party
      B hereby represents and warrants as follows:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              3.2.1

            	
              Party
      B is a company duly registered and validly existing under the laws of the
      PRC and is licensed to engage in the business of value-added
      telecommunication services in PRC;

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              3.2.2

            	
              Party
      B shall continue to develop and grow its business to the best of its
      ability;

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              3.2.3

            	
              Party
      B shall perform this Agreement within its authority and its business
      scope, and shall obtain and maintain all necessary approvals from its
      company and all consents from the third party or the government
      authorities or under law to enable it to carry on its business of value
      added telecommunication services in PRC, and shall not be in breach of any
      enforceable and effective laws or contracts in the PRC;
  and

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              3.2.4

            	
              the
      Agreement constitutes a legal, valid, binding and enforceable agreement to
      Party
      B upon its execution.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              4.

            	
              Confidentiality

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              4.1

            	
              Party
      A and Party B agree to use all reasonable means to protect and maintain
      the confidentiality of the confidential data and information acknowledged
      or received (collectively the “Confidential
      Information”).  Neither Party shall disclose, provide or
      transfer any Confidential Information to any third party without the other
      Party’s prior written consent.  Upon termination or expiration
      of this Agreement, each Party shall, at the other Party’s option, return
      all and any documents, information or software contained any of
      Confidential Information to the original owner, or destroy or delete all
      Confidential Information from any memory devices, and never use them
      again. Each Party shall take necessary measures to disclose Confidential
      Information only to the employees, agents or professional consultants who
      are necessary to know and procure them to observe the confidential
      obligations hereunder.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              4.2

            	
              The
      above restrictions shall not apply to:

            	 
      	 
      


    

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              4.2.1

            	
              the
      materials available to the public at the time of
    disclosure;

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              4.2.2

            	
              the
      materials that become available to the public after the disclosure not due
      to the fault of any Party;

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              4.2.3

            	
              the
      materials, which are not obtained directly or indirectly from any other
      party, proved to be known by Party B before the disclosure;
    or

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              4.2.4

            	
              the
      information that each Party is required by law to disclose to relevant
      government authorities and stock exchanges, or that is necessary to
      disclose the above Confidential Information directly to its legal
      counselor or financial consultant in order for its ordinary business
      purpose.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              4.3

            	
              Both
      Parties agree that this Article shall survive the modification, rescission
      or termination of this Agreement.

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              5.

            	
              Indemnity

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              5.1

            	
              In
      the event that either Party breaches this Agreement or fails to fully
      carry out any of its representations and warranties hereunder, the
      non-breaching Party may send a written notice to the breaching Party so as
      to order the breaching Party to correct the breaching acts within ten (10)
      days thereof, to take sufficient, effective and timely measures to avoid
      the damages, and to continue the performance of this
      Agreement.  If any damage occurs, the breaching Party shall
      compensate the non-breaching Party for its losses.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              5.2

            	The
      total amount of compensation paid by breaching Party to non-breaching
      Party shall be equivalent to the total losses incurred due to breaches,
      including all interests that the
      non-breaching Party should gain in case the Agreement are
      performed.  However, such compensation
      shall not exceed the reasonable expectation of both
    Parties.


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              5.3

            	
              If
      both Parties are in breach of this Agreement, each Party shall bear their
      respective liabilities to the extent of their respective
      breaches.

            
	 
      	 
      	 
      
	
              6.

            	
              Effective
      Date, Performance and Term

            
	 
      	 
      	 
      
	 
      	
              6.1

            	
              This
      Agreement shall be executed and come into effect as of the date first set
      forth above.

            
	 
      	 
      	 
      
	 
      	
              6.2

            	
              This
      Agreement shall be terminated as of the date when Party A dissolves
      according to its Articles of Association or the PRC
  laws.

            
	 
      	 
      	 
      
	
              7.

            	
              Termination

            	 
      
	 
      	 
      	 
      
	 
      	
              7.1

            	
              During
      the term of this Agreement, Party B shall not early terminate this
      Agreement. Notwithstanding the above-mentioned, Party A may terminate this
      Agreement at any time with a written notice to Party B thirty (30) days in
      advance.

            
	 
      	 
      	 
      
	 
      	
              7.2

            	
              Article
      4 and 5 shall survive after the termination or expiration of this
      Agreement.

            
	 
      	 
      	 
      
	
              8.

            	
              Disputes
      Resolution

            
	 
      	 
      	 
      
	 
      	
              8.1

            	
              The
      Parties shall strive to settle any dispute arising from the interpretation
      or performance in connection with this Agreement through friendly
      consultation.  In case no settlement can be reached through
      consultation, each party may submit such matter to Hangzhou Arbitration
      Commission for arbitration in accordance with its current effective rules.
      The arbitration proceedings shall be conducted in Chinese and shall take
      place in Hangzhou.  The arbitration award shall be final and
      binding upon both Parties.  This article shall survive the
      termination or recession of this Agreement.

            
	 
      	 
      	 
      
	 
      	
              8.2

            	
              Each
      Party shall continue to perform its obligations in good faith according to
      the provisions of this Agreement except for the matters in
      dispute.

            
	 
      	 
      	 
      
	
              9.

            	
              Force
      Majeure

            	 
      
	 
      	 
      	 
      
	 
      	
              9.1

            	
              Force
      Majeure, including but not limited to, acts of governments, acts of
      nature, fire, explosion, typhoon, flood, earthquake, tide, lightning and
      war, means any event that is beyond the party’s reasonable
      control and cannot be prevented with reasonable care.  However,
      any shortage of credit, capital or finance shall not be regarded as an
      event of Force Majeure.  The affected party, who requests to
      release its obligations under this Agreement due to the Force Majeure,
      shall inform the other party, without delay, of such Force Majeure and the
      necessary approaches to perform this Agreement.

            
	 
      	 
      	 
      
	 
      	
              9.2

            	
              In
      the event that the affected party is delayed in or prevented from
      performing its obligations under this Agreement by Force Majeure, the
      affected Party may be exempted from
      the liability to the extent of the part delayed or prevented by the Force
      Majeure.  The affected party shall take appropriate measures to
      minimize or remove the effects of Force Majeure and use its best endeavors
      to resume performing the obligations delayed or prevented by the event of
      Force Majeure. After the event of Force Majeure is removed, both parties
      agree to resume performing this Agreement with their best
      efforts.

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	 
      	 
      
	
              10.

            	
              Notices

            	 
      
	 
      	 
      	 
      
	 
      	
              Notices
      or other communications required to be given by any party pursuant to this
      Agreement shall be in written form and be delivered in person or sent by
      registered mail or postage prepaid mail or by a recognized courier service
      or by facsimile transmission or by E-mail to the address of the relevant
      party or parties set forth below:

            
	 
      	 
      	 
      
	
              Party
      A:

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

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

            
	 
      	 
      	
              Fax:

            
	 
      	 
      	
              Tele:

            
	 
      	 
      	
              Addressee:

            
	 
      	 
      	
              E-mail:

            
	 
      	 
      	 
      
	
              Party
      B:

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

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

            
	 
      	 
      	
              Fax:

            
	 
      	 
      	
              Tele:

            
	 
      	 
      	
              Addressee:

            
	 
      	 
      	
              E-mail:

            
	 
      	 
      	 
      
	
              11.

            	
              Assignment

            	 
      
	 
      	 
      	 
      
	 
      	
              Party
      B shall not assign its rights or obligations under this Agreement to any
      third party without Party A’s prior written consent. Party A shall
      transfer its rights or obligations under this Agreement to any third party
      without the consent of Party B, but shall inform Party B of the above
      assignment.

            
	 
      	 
      	 
      
	
              12.

            	
              Severability

            	 
      
	 
      	 
      	 
      
	 
      	
              Any
      provision of this Agreement that is invalid or unenforceable because of
      any inconsistency with relevant law shall be ineffective or unenforceable
      within such jurisdiction where the relevant law governs, but shall not
      affect in any way the remaining provisions
  hereof.

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    
      	 
      	 
      
	
              13.

            	
              Amendment
      and Supplement

            
	 	 
	
               

            	Any
      amendment and supplement of this Agreement shall be made in a written
      form.  The amendment and supplement duly executed by both
      parties shall be part of this Agreement and shall have the same legal
      effect as this Agreement.
	 
      	 
      
	
              14.

            	
              Governing
      Law

            
	 
      	 
      
	 
      	
              The
      execution, validity, performance and interpretation of this Agreement
      shall be governed by and construed in accordance with the PRC
      laws.

            
	 
      	 
      
	
              15.

            	
              Language

            
	 
      	 
      
	 
      	
              This
      Agreement is written in two (2) originals in both Chinese and English;
      each Party holds one (1) original; if any discrepancies between the two
      languages, the Chinese version shall
prevail.

            


    

    


     

     

     

     

     

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
 

    This is
the execution page of this EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT
between Wisdom Choice (Hangzhou) Software Technology Co. Ltd. and Hangzhou
ColorComm Software Technology Co., Ltd

    
 

    
      	
              Party
      A:

            	
              Shanghai
      Information Technology (Molong) Co.,
Ltd.

            


    

     

    
 

    Authorized
Representative: _________________ (Signature)

    Fu
Qian

    


    


    


    
      	
              Party B:

            	
              Shanghai Mopietek Information
      Technology Co., Ltd

            


    

    


    


    


    Authorized
Representative: _________________ (Signature)

    Song
Zhiling

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

     

     

    Appendix
1

    The
list of Technical and Consulting Services

    


    


    
      	
              1.

            	
              provision
      of all necessary technical operation
platform;

            


    

    
      	
              2.

            	
              provision
      of technical support and training to maintain the network
  ;

            


    

    
      	
              3.

            	
              provision
      of technology and training for website
security;

            


    

    
      	
              4.

            	
              design
      and implementation of the integrated structure of the network and the
      website, including the installation of the server system and instant
      maintenances and repairing.

            


    

    
      	
              5.

            	
              development
      and test of new products (including
software);

            


    

    
      	
              6.

            	
              marketing
      plan of new products;

            


    

    
      	
              7.

            	
              conception,
      creation, design, update and maintenance of the web
  pages;

            


    

    
      	
              8.

            	
              maintenance
      of the customer service platform;

            


    

    
      	
              9.

            	
              training
      services for the employees;

            


    

    
      	
              10.

            	
              study
      and analysis on market;

            


    

    
      	
              11.

            	
              public
      relationship service;

            


    

    
      	
              12.

            	
              [others].

            


    

    


     

     

     

     

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
 

    


    Appendix
2

    Calculation
and Payment of

    the
Fee for Technical and Consulting Services

    


    


    The
service Fee hereunder shall initially be monthly calculated at the rate of 90%
of Party B’s monthly net profit, and shall be adjusted from time to time through
both Parties’ negotiation, but in no event lower than 80% of Party B’s monthly
net profit. The exact proportion above mentioned can be decided and adjusted by
Party A’s board of directors in accordance with Party B’s actual operation and
shall be calculated quarterly.  In consideration of the development of
Party B’s business in the future, both Parties agree that Party B shall keep no
less than US$ 1.5 Million cash or cash equivalence in its account. In case,
Party B fails to pay the service Fee at the above-mentioned rate at the end of
any quarter, Party A’s board of directors shall be entitled to decrease or
remove part or all of the Fee of the quarter thereof.

     

     

     

     

     

     

     

    
      
        
        

      

      
        -9-