exhibit10-1_5.htm


     

    
 

    AMENDMENT
      NO. 1 TO THE ESCROW AGREEMENT

     

    This
      Amendment No. 1 to the Escrow Agreement made effective as of the 31st
      day of
      January 2008 by and between Kinglake Resources, Inc., a Nevada corporation
      (the
      "KGLK" or "Party A"); Orient Come Holdings Limited, a British Virgin Islands
      company ("Party A Subsidiary" or "Orient"); Beijing K's Media Advertising Ltd.
      Co., a limited liability company organized under the laws of the PRC ("Chinese
      Advertisement Company" or "Party B"); the persons listed on Schedule A hereto
      ("Party B Shareholders"); and Arnstein & Lehr LLP, a law firm ("Escrow
      Agent") (each of the parties hereto is a "Party" and, collectively, they are
      the
      "Parties").

     

     

    WITNESSETH

     

    WHEREAS,
      the Parties entered into that certain Escrow Agreement dated as of December
      23,
      2007 and the Parties wish to amend the Escrow Agreement upon the terms set
      forth
      herein.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Parties hereby agree as follows:

     

    1. All
      defined terms not otherwise defined herein shall have the meanings ascribed
      to
      them in the Escrow Agreement.

     

    2. The
      Appendix of the Escrow Agreement is hereby amended by incorporating the
      following terms and conditions:

     

    "In
      the
      event of a merger or consolidation of KGLK on or prior to April 30, 2011, with
      or into another corporation or any other entity or the exchange of substantially
      all of the outstanding stock of KGLK for shares of another entity or other
      property in which, after any such transaction the prior shareholders of KGLK
      own
      less than fifty percent (50%) of the voting shares of the continuing or
      surviving entity, or in the event of the sale of all or substantially all of
      the
      assets of KGLK, then all of the Escrowed Shares shall be released and
      distributed to the Party B Shareholders."

     

    3. In
      the
      event of any inconsistency between any of the terms and conditions of this
      Amendment No. 1 to the Escrow Agreement and the Escrow Agreement, the terms
      and
      conditions of this Amendment No. 1 to the Escrow Agreement shall prevail and
      control.  Except as amended by this Amendment No. 1 to the Escrow
      Agreement, the Escrow Agreement and all its terms and conditions are in full
      force and effect.

    

 

    IN
      WITNESS WHEREOF, the parties have caused this Amendment No.1 to the Escrow
      Agreement to be duly executed by their respective officers or principals
      thereunto duly authorized as of the day and year first above
      written.

     

    Kinglake
      Resources, Inc.

    


    By:  /s/ Ke
      Wang         


    Name:  Ke
      Wang                                                              


    Its:    Chairman       
      

    


    


    Orient
      Come Holdings Limited

     

    By:  /s/ Ke
      Wang         


    Name: Ke
      Wang                                                              


    Its:   Director     
      

            
      

    


    


    Beijing
      K's Media Advertising Ltd. Co.

    


    By: /s/ James
      Wei    


    Name:  James
      Wei                                                                         


    Its: Director

    


    


    Party
      B's Shareholders

    


    


    By:
      /s/
Yan Zhuang

    Name: Yan
      Zhuang

     

    


    By:
      /s/
Yong Lu

    Name: Yong
      Lu

     

    


    By:
      /s/
Lin Chang

    Name:
      Lin Chang

    
       

       

    

     

    


    By:
      /s/
LiHong Wu

    Name: LiHong
      Wu                                                  


     

    
      


    

    By:
      /s/
QingYa Wang

    Name: QingYa
      Wang

    
       

       

    

    


    Arnstein
      & Lehr LLP

    
       

    

     

    By:
      /s/
Joel
      D. Mayersohn      

    Name:
Joel
      D. Mayersohn