exhibit_10-3.htm

Exhibit
    10.3    Business
    Cooperation Agreement, Dated as of December 23, 2007     


    


     

    BUSINESS
      COOPERATION AGREEMENT


    This
      Business Cooperation Agreement (this “Agreement”) is dated
      December 23, 2007, and is entered into in Beijing, China between Orient Come
      Holdings Limited, a company incorporated under British Virgin Islands, located
      at Room 810, Block C2, Oriental Plaza, No. 1 ChangAn Street, Beijing, China
      100738 (“Party
      A”), Kinglake Resources, Inc., a Nevada corporation and the Parent
      Company of Party A, and Beijing K's Media Advertising Ltd. Co., a limited
      liability company organized under the laws of the PRC (“Party B”), with a
      registered address at Room 211, No. 31 YanXi Street, YanXi Economic Zone,
      HuaiRou District, Beijing, China. Party A and Party B are referred to
      collectively in this Agreement as the”Parties.”


     

    RECITALS


    
      	
              (1)

            	
              Party
                A is a company incorporated under the laws of the British Virgin
                Islands,
                which has the expertise in the business of media and media
                placements.

            


    


    
      	
              (2)

            	
              Party
                B is a company incorporated in Beijing, China, and is an emerging
                outdoor
                media company, which will place advertisements that contain premium
                bands
                in KTV nightclubs. Potential audiences are higher than average income
                consumers (the “Business”);

            


    


    
      	
              (3)

            	
              Party
                A desires to provide technical support, business support and related
                consulting services and relevant services to Party B, for compensation,
                and Party B agrees to accept such consulting services.

            


    


    
      	
              (4)

            	
              The
                Parties are entering into this Agreement to set forth the terms and
                conditions under which Party A shall provide services to Party B.

            


    


    NOW
      THEREFORE, the Parties
      agree as follows:


    1. DEFINITIONS


    1.1 In
      this Agreement the
      following terms shall have the following meanings:


    “Affiliate,”
with
      respect to any Person, shall mean any other Person that directly or indirectly
      controls, or is under common control with, or is controlled by, such Person.
      As
      used in this definition, “control” shall mean possession, directly or
      indirectly, of power to direct or cause the direction of management or policies
      (whether ownership of securities or partnership or other ownership interests,
      by
      contract or otherwise).


    “Consulting
      Services
      Fee” shall be as defined in Clause 3.1.


    “Indebtedness”
shall
      mean, as to any Person, without duplication, (i) all indebtedness (including
      principal, interest, fees and charges) of such Person for borrowed money for
      the
      deferred purchase price of property or services, (ii) the face amount of all
      letters of credit issued for the amount of such Person and all drafts drawn
      thereunder, (iii) all liabilities secured by any Lien on any property owned
      by
      such person, whether or not such liabilities have been assumed by such Person,
      (iv) the aggregate amount required to be capitalized under leases under which
      such Person is the lessee and (v) all contingent obligations (including, without
      limitation, all guarantees to third parties) of such Person.


    “Lien”
shall
      mean any
      mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
      lien (statutory or other), preference, priority or other security agreement
      of
      any kind or nature whatsoever (including, without limitation, any conditional
      sale or other title retention agreement, any financing or similar statement
      or
      notice filed under recording or notice statute, and any lease having
      substantially the same effect as any of the foregoing).


    “Person”
shall
      mean
      any individual, corporation, company, voluntary association, partnership, joint
      venture, trust, unincorporated organization, entity or other organization or
      any
      government body.


    “PRC”
means
      the
      People’s Republic of China.


    “Quarterly
      Date” shall
      mean the last day of March, June, September and December in each year, the
      first
      of which shall be the first such day following the date of this Agreement;
      provided that if any such day is not a business day in the PRC, then such
      Quarterly Date shall be the next succeeding business day in the PRC.


    “Services”
means
      the
      services to be provided under the Agreement by Party A to Party B, as more
      specifically described in Clause 2; in this Agreement a reference to a Clause,
      unless the context otherwise requires, is a reference to a clause of this
      Agreement.


    1.2 The
      headings in this
      Agreement shall not affect the interpretation of this Agreement.


    2. RETENTION
      AND SCOPE OF
      SERVICES


    2.1 Party
      B hereby agrees to
      retain the services of Party A, and Party A accepts such appointment, to provide
      to Party B services in relation to the current and proposed operations of Party
      B’s business in the PRC upon the terms and conditions of this Agreement. The
      services subject to this Agreement shall include, without limitation:


    (a) General
      Business
      Operation. Advice and assistance relating to development of technology
      and provision of consultancy services, particularly as related to the
      Business.


    (b) Human
      Resources.


    (i) Advice
      and assistance in
      relation to the staffing of Party B, including assistance in the recruitment,
      employment and secondment of management personnel, administrative personnel
      and
      staff of Party B;


    (ii) Training
      of management,
      staff and administrative personnel;


    (iii) Assistance
      in the
      development of sound payroll administrative controls in Party B;


    (iv) Advice
      and assistance in
      the relocation of management and staff of Party B;


    (v) Marketing
      and other related
      advice;


    (c) Research
      and
      Development.


    (i) Advice
      and assistance in
      relation to research and development of Party B;


    (ii) Advice
      and assistance in
      strategic planning;


    (d) Guaranty.  Kinglake
      shall take such action as may be reasonably required to guaranty up to RM 10
      million ($1.3 million U.S.) of Party B's financial obligations; and


    (e) Other.  Such
      other advice and assistance as may be agreed upon by the Parties.


    2.2 Exclusive
      Services
      Provider. During the term of this Agreement, Party A shall be the
      exclusive provider of the Services. Party B shall not seek or accept similar
      services from other providers unless the prior written approval is obtained
      from
      Party A.


    2.3 Intellectual
      Properties
      Related to the Services. Party A shall own all intellectual property
      rights developed or discovered through research and development, in the course
      of providing Services, or derived from the provision of the Services. Such
      intellectual property rights shall include patents, trademarks, trade names,
      copyrights, patent application rights, copyright and trademark application
      rights, research and technical documents and materials, and other related
      intellectual property rights including the right to license or transfer such
      intellectual properties. If Party B must utilize any intellectual property,
      Party A agrees to grant an appropriate license to Party B on terms and
      conditions to be set forth in a separate agreement.


    2.4 Pledge.
      Party B shall
      permit and cause Party B’s shareholders to pledge the equity interests of Party
      B to Party A for securing the Fee that should be paid by Party B pursuant to
      this Agreement.


    3. PAYMENT


    3.1 General.


    (a) In
      consideration of the
      Services provided by Party A hereunder, Party B shall pay to Party A during
      the
      term of this Agreement a consulting services fee, equal to 80% of the quarterly
      revenues after deduction of direct operating costs, expenses and taxes (the
      “Consulting Services Fee”). Party B shall pay the Consulting Services Fee based
      on the quarterly financial statements provided under Clause 5.1 below. Such
      quarterly payment shall be made within 15 days after receipt by Party A of
      the
      financial statements referenced above.


    (b) Party
      B will permit, from
      time to time during regular business hours as reasonably requested by Party
      A,
      or its agents or representatives (including independent public accountants,
      which may be Party B’s independent public accountants), (i) to conduct periodic
      audits of books and records of Party B, (ii) to examine and make copies of
      and
      abstracts from all books, records and documents (including, without limitation,
      computer tapes and disks) in the possession or under the control of Party B
      (iii) to visit the offices and properties of Party B for the purpose of
      examining such materials described in clause (ii) above, and (iv) to discuss
      matters relating to the performance by Party B hereunder with any of the
      officers or employees of Party B having knowledge of such matters. Party A
      may
      exercise the audit rights provided in the preceding sentence at any time,
      provided that Party A provides ten (10) days written notice to Party B
      specifying the scope, purpose and duration of such audit. All such audits shall
      be conducted in such a manner as not to interfere with Party B’s normal
      operations.


    3.2 Party
      B shall not be
      entitled to set off any amount it may claim is owed to it by Party A against
      any
      Consulting Services Fee payable by Party B to Party A unless Party B first
      obtains Party A’s written consent.


    3.3 The
      Consulting Services Fee
      shall be paid in RMB by wire transfer to a bank account or accounts specified
      by
      Party A, as may be specified in writing from time to time.


    3.4 Should
      Party B fail to pay
      all or any part of the Consulting Service’s Fee due to Party A in RMB under this
      Clause 3 within the time limits stipulated, Party B shall pay to Party A
      interest in RMB on the amount overdue based on the three (3) month lending
      rate
      for RMB announced by the Bank of China on the relevant due date.


    3.5 All
      payments to be made by
      Party B hereunder shall be made free and clear of and without deduction for
      or
      on account of tax, unless Party B is required to make such payment subject
      to
      the deduction or withholding of tax.


    4. FURTHER
      TERMS OF
      COOPERATION


    4.1 All
      business revenue of
      Party B shall be directed in full by Party B into a bank account(s) directed
      by
      Party A.


    5. UNDERTAKINGS
      OF PARTY
      B


    Party
      B
      hereby agrees that, during the term of the Agreement:


    5.1 Information
      Covenants. Party B will furnish to Party A:


    5.1.1 Preliminary
      Monthly
      Reports. Within five (5) days after the end of each calendar month the
      preliminary income statements, balance sheet and results of operations of Party
      B made up to and as at the end of such calendar month, in each case prepared
      in
      accordance with the PRC generally accepted accounting principles, consistently
      applied.


    5.1.2 Final
      Monthly
      Reports. Within ten (10) days after the end of each calendar month, a
      final report from Party Bon the financial situation such as income statements,
      balance sheet and results of operations of Party B made up to and as at the
      end
      of such calendar month and for the elapsed portion of the relevant financial
      year, setting forth in each case in comparative form figures for the
      corresponding period in the preceding financial year, in each case prepared
      in
      accordance with the PRC generally accepted accounting principles, consistently
      applied.


    5.1.3 Quarterly
      Reports. As
      soon as available and in any event within thirty (30) days after each Quarterly
      Date (as defined below), unaudited consolidated balance sheet, consolidated
      statements of operations, statements of cash flows and changes in financial
      situation of the Party B and its subsidiaries, if any, for such quarterly period
      and for the period from the beginning of the relevant fiscal year to such
      Quarterly Date, setting forth in each case actual versus budgeted comparisons
      and in comparative form the corresponding consolidated figures for the
      corresponding period in the preceding fiscal year, accompanied by a certificate
      of the chief financial officer of the Party B, which certificate shall state
      that said financial statements fairly present the consolidated financial
      condition and results of operations, as the case may be, of the Party B and
      its
      subsidiaries, if any, in accordance with U.S. general accepted accounting
      principles applied on a consistent basis as at the end of, and for, such period
      (subject to normal year-end audit adjustments and the preparation of notes
      for
      the audited financial statements).


    5.1.4 Annual
      Audited
      Accounts. Within six (6) weeks of the end of the financial year, the
      annual audited accounts of Party B to which they relate (setting forth in each
      case in comparative form the corresponding figures for the preceding financial
      year), in each case prepared in accordance with, among others, the U.S.
      generally accepted accounting principles, consistently applied.


    5.1.5 Budgets.
      At least 45
      days before the first day of each financial year of Party B, a budget in form
      satisfactory to Party A (including budgeted statements of income and sources
      and
      uses of cash and balance sheets) prepared by Party B for each of the four
      financial quarters of such financial year accompanied by the statement of the
      chief financial officer of Party B to the effect that, to the best of his
      knowledge, the budget is a reasonable estimate for the period covered
      thereby.


    5.1.6 Notice
      of Litigation.
      Promptly, and in any event within one (1) business day after an officer of
      Party
      B obtains knowledge thereof, notice of (i) any litigation or governmental
      proceeding pending against Party B which could materially adversely affect
      the
      business, operations, property, assets, condition (financial or otherwise)
      or
      prospects of Party B and (ii) any other event which is likely to materially
      adversely affect the business, operations, property, assets, condition
      (financial or otherwise) or prospects of Party B.


    5.1.7 Other
      Information.
      From time to time, such other information or documents (financial or otherwise)
      as Party A may reasonably request.


    5.2 Books,
      Records and
      Inspections. Party B will keep proper books of record and account in
      which full, true and correct entries in conformity with generally accepted
      accounting principles in the PRC, provided however, that such books and records
      shall also meet the requirements of US generally accepted accounting principles
      to the extent necessary to prepare the reports described above in Sections
      5.1.3
      and 5.1.4. Party B will permit officers and designated representatives of Party
      A to visit and inspect, under guidance of officers of Party B, any of the
      properties of Party B, and to examine the books of record and account of Party
      B
      and discuss the matters, finances and accounts of Party B with, and be advised
      as to the same by, its and their officers, all at such reasonable times and
      intervals and to such reasonable extent as Party A may request.


    5.3 Corporate
      Franchises.
      Party B will do or cause to be done, all things necessary to preserve and keep
      in full force and effect its existence and its material rights, franchises
      and
      licenses.


    5.4 Compliance
      with Statutes,
      etc. Party B will comply with all applicable statutes, regulations and
      orders of, and all applicable restrictions imposed by, all governmental bodies,
      in respect of the conduct of its business and the ownership of its property,
      including without limitation, maintenance of valid and proper government
      approvals and licenses necessary to provide the services, except that such
      noncompliances could not, in the aggregate, have a material adverse effect
      on
      the business, operations, property, assets, condition (financial or otherwise)
      or prospects of Party B.


    6. NEGATIVE
      COVENANTS


    Party
      B
      covenants and agrees that, during the term of this Agreement, without the prior
      written consent of Party A.


    6.1 Equity.
      Party B will
      not issue, purchase or redeem any equity or debt securities of Party B.


    6.2 Liens.
      Party B will
      not create, incur, assume or suffer to exist any Lien upon or with respect
      to
      any property or assets (real or personal, tangible or intangible) of Party
      B
      whether now owned or hereafter acquired, provided that the provisions of this
      Clause 6.2 shall not prevent the creation, incurrence, assumption or existence
      of:


    6.2.1 Liens
      for taxes not yet
      due, or Liens for taxes being contested in good faith and by appropriate
      proceedings for which adequate reserves have been established; and


    6.2.2 Liens
      in respect of
      property or assets of Party B imposed by law, which were incurred in the
      ordinary course of business, and (x) which do not in the aggregate materially
      detract from the value of such property or assets or materially impair the
      use
      thereof in the operation of the business of Party B or (y) which are being
      contested in good faith by appropriate proceedings, which proceedings have
      the
      effect of preventing the forfeiture or sale of the property of assets subject
      to
      any such Lien.


    6.3 Consolidation,
      Merger, Sale
      of Assets, etc. Party B will not wind up, liquidate or dissolve its
      affairs or enter into any transaction of merger or consolidation, or convey,
      sell, lease or otherwise dispose of (or agree to do any of the foregoing at
      any
      future time) all or any part of its property or assets, or purchase or otherwise
      acquire (in one or a series of related transactions) any part of the property
      or
      assets (other than purchases or other acquisitions of inventory, materials
      and
      equipment in the ordinary course of business) of any Person, except that (i)
      Party B may make sales of inventory in the ordinary course of business and
      (ii)
      Party B may, in the ordinary course of business, sell equipment which is
      uneconomic or obsolete.


    6.4 Dividends.
      Party B
      will not declare or pay any dividends, or return any capital, to its
      shareholders or authorize or make any other distribution, payment or delivery
      of
      property or cash to its shareholders as such, or redeem, retire, purchase or
      otherwise acquire, directly or indirectly, for a consideration, any shares
      of
      any class of its capital stock now or hereafter outstanding (or any options
      or
      warrants issued by Party B with respect to its capital stock), or set aside
      any
      funds for any of the foregoing purposes.


    6.5 Leases.
      Party B will
      not permit the aggregate payments (including, without limitation, any property
      taxes paid as additional rent or lease payments) by Party B under agreements
      to
      rent or lease any real or personal property to exceed US $120,000 in any fiscal
      year of Party B.


    6.6 Indebtedness.
      Party B
      will not contract, create, incur, assume or suffer to exist any indebtedness,
      except accrued expenses and current trade accounts payable incurred in the
      ordinary course of business, and obligations under trade letters of credit
      incurred by Party B in the ordinary course of business, which are to be repaid
      in full not more than one (1) year after the date on which such indebtedness
      is
      originally incurred to finance the purchase of goods by Party B.


    6.7 Advances,
      Investment and
      Loans. Party B will not lend money or credit or make advances to any
      Person, or purchase or acquire any stock, obligations or securities of, or
      any
      other interest in, or make any capital contribution to, any other Person, except
      that Party A may acquire and hold receivables owing to it, if created or
      acquired in the ordinary course of business and payable or dischargeable in
      accordance with customary trade terms.


    6.8 Transactions
      with
      Affiliates. Party B will not enter into any transaction or series of
      related transactions, whether or not in the ordinary course of business, with
      any Affiliate of Party B, other than on terms and conditions substantially
      as
      favorable to Party B as would be obtainable by Party B at the time in a
      comparable arm’s-length transaction with a Person other than an Affiliate and
      with the prior written consent of Party A.


    6.9 Capital
      Expenditures.
      Party B will not make any expenditure for fixed or capital assets (including,
      without limitation, expenditures for maintenance and repairs which should be
      capitalized in accordance with generally accepted accounting principles in
      the
      PRC or in the United States) in excess of US $5,000, without the prior written
      consent of Party A.


    6.10 Modifications
      to Debt
      Arrangements, Agreements or Articles of Association. Party B will not (i)
      make any voluntary or optional payment or prepayment on or redemption or
      acquisition for value of (including, without limitation, by way of depositing
      with the trustee with respect thereto money or securities before due for the
      purpose of paying when due) any existing Indebtedness or (ii) amend or modify,
      or permit the amendment or modification of, any provision of any existing
      Indebtedness or of any agreement (including, without limitation, any purchase
      agreement, indenture, loan agreement or security agreement) relating to any
      of
      the foregoing or (iii) amend, modify or change its Articles of Association
      or
      Business License, or any agreement entered into by it, with respect to its
      capital stock, or enter into any new agreement with respect to its capital
      stock.


    6.11 Line
      of Business.
      Party B will not engage (directly or indirectly) in any business other than
      those types of Business except with the prior written consent of Party A.


    7. TERM
      AND TERMINATION


    7.1 This
      Agreement shall take
      effect on the date of execution of this Agreement and shall remain in full
      force
      and effect unless terminated pursuant to Clause 7.2 for a period of 20
      years.


    7.2 This
      Agreement may be
      terminated:


    7.2.1 by
      either Party giving
      written notice to the other Party if the other Party has committed a material
      breach of this Agreement (including but not limited to the failure by Party
      B to
      pay the Consulting Services Fee) and such breach, if capable of remedy, has
      not
      been so remedied within, in the case of breach of a non-financial obligation,
      30
      days, following receipt of such written notice;


    7.2.2 either
      Party giving written
      notice to the other Party if the other Party becomes bankrupt or is the subject
      of proceedings or arrangements for liquidation or dissolution or ceases to
      carry
      on business or becomes unable to pay its debts as they come due;


    7.2.3 by
      either Party giving
      written notice to the other Party if, for any reason, the operations of Party
      A
      are terminated;


    7.2.4 by
      either Party giving
      written notice to the other Party if the business license or any other license
      or approval material for the business operations of Party B is terminated,
      cancelled or revoked; or


    7.2.5 by
      election of Party A with
      or without reason.


    7.3 Any
      Party electing properly
      to terminate this Agreement pursuant to Clause 7.2 shall have no liability
      to
      the other Party for indemnity, compensation or damages arising solely from
      the
      exercise of such right. The expiration or termination of this Agreement shall
      not affect the continuing liability of Party B to pay any Consulting Services
      Fees already accrued or due and payable to Party A. Upon expiration or
      termination of this Agreement, all amounts then due and unpaid to Party A by
      Party B hereunder, as well as all other amounts accrued but not yet payable
      to
      Party A by Party B, shall forthwith become due and payable by Party B to Party
      A.


    8. PARTY
      A’S REMEDY UPON PARTY
      B’S BREACH


    In
      addition to the remedies provided elsewhere under this Agreement, Party A shall
      be entitled to remedies permitted under PRC laws, including without limitation,
      compensation for any direct and indirect losses arising from the breach and
      legal fees incurred to recover losses from such breach.


    9. AGENCY


    The
      Parties are independent contractors, and nothing in this Agreement shall be
      construed to constitute either Party to be the agent, Partner, legal
      representative, attorney or employee of the other for any purpose whatsoever.
      Neither Party shall have the power or authority to bind the other except as
      specifically set out in this Agreement.


    10. GOVERNING
      LAW AND
      JURISDICTION


    10.1 Governing
      Law. This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the PRC.


    10.2 Arbitration.


    10.2.1 Any
      dispute arising from,
      out of or in connection with this Agreement shall be settled through friendly
      consultations between the Parties. Such consultations shall begin immediately
      after one Party has delivered to the other Party a written request for such
      consultation. If within ninety (90) days following the date on which such notice
      is given, the dispute cannot be settled through consultations, the dispute
      shall, upon the request of any Shareholder with notice to the other Party,
      be
      submitted to arbitration in China under the auspices of China International
      Economic and Trade Arbitration Commission (the “CIETAC”). The Parties
      shall jointly appoint a qualified interpreter for the arbitration proceedings
      and shall be responsible for sharing in equal portions the expenses incurred
      by
      such appointment.


    10.2.2 Number
      and Selection
      ofArbitrators. There shall be three (3) arbitrators. Party B shall select
      one (1) arbitrator and Party A shall select one (1) arbitrator, and both
      arbitrators shall be selected within thirty (30) days after giving or receiving
      the demand for arbitration. Such arbitrators shall be freely selected, and
      the
      Parties shall not be limited in their selection to any prescribed list. The
      chairman of the CIETAC shall select the third arbitrator. If a Party does not
      appoint an arbitrator who has consented to participate within thirty (30) days
      after the selection of the first arbitrator, the relevant appointment shall
      be
      made by the chairman of the CIETAC.


    10.2.3 Language.
      Unless
      otherwise provided by the arbitration rules of CIETAC, the arbitration
      proceeding shall be conducted in English. The arbitration tribunal shall apply
      the arbitration rules of the CIETAC in effect on the date of the signing of
      this
      Agreement. However, if such rules are in conflict with the provisions of this
      Clause, including the provisions concerning the appointment of arbitrators,
      the
      provisions of this Clause  shall prevail.


    10.3 Cooperation
      Disclosure. Each Party shall cooperate with the other Party in making
      full disclosure of and providing complete access to all information and
      documents requested by the other Party in connection with such proceedings,
      subject only to any confidentiality obligations binding on such Parties.


    10.4 Jurisdiction
      of the
      Arbitration Award Enforcement. The arbitration award shall be final and
      binding upon all parties. It may be entered into by any court having
      jurisdiction, or application may be made to such court for a judicial
      recognition of the award or any order of enforcement thereof.


    10.5 Continuing
      Obligations. During the period when a dispute is being resolved, the
      Parties shall in all other respects continue their implementation of this
      Agreement.


    11. ASSIGNMENT


    No
      part
      of this Agreement shall be assigned or transferred by Party B without the prior
      written consent of Party A. Any such assignment or transfer shall be void.
      Party
      A, however, may assign its rights and obligations.


    12. NOTICES


    Notices
      or other communications required to be given by any party pursuant to this
      Agreement shall be written in English and Chinese and delivered personally
      or
      sent by registered mail or postage prepaid mail or by a recognized courier
      service or by facsimile transmission to the address of each relevant party
      or
      both parties set forth below or other address of the party or of the other
      addressees specified by such party from time to time. The date when the notice
      is deemed to be duly served shall be determined as follows: (a) a notice
      delivered personally is deemed duly served upon the delivery; (b) a notice
      sent
      by mail is deemed duly served the tenth (10th)
      day
      after the date when the air registered mail with postage prepaid has been sent
      out (as is shown on the postmark), or the fourth (4th)
      day
      after the delivery date to the internationally recognized courier service
      agency; and (c) a notice sent by facsimile transmission is deemed duly served
      upon the receipt time as is shown on the transmission confirmation of relevant
      documents.


    Party
      A:                   
Orient Come Holdings Limited

    
      	
              Address:

            	
              Room
                810, BlockC2, Oriental Plaza,

            
	

            	
              No.
                1 ChangAn Street

            


    

    


    
      	

            	
              Beijing,
                China 100738

            


    

    


    Party
      B:                      
Beijing K's Media Advertising Ltd. Co.

    Address:                      Room
      211, No. 31 YanXi Street

                 
YanXi
      Economic Zone, Huai Rou
      District

                  Beijing,
      China

    


    


    13. GENERAL


    13.1 The
      failure to exercise or
      delay in exercising a right or remedy under this Agreement shall not constitute
      a waiver of the right or remedy or waiver of any other rights or remedies and
      no
      single or partial exercise of any right or remedy under this Agreement shall
      prevent any further exercise of the right or remedy or the exercise of any
      other
      right or remedy.


    13.2 Should
      any clause or any
      part of any Clause contained in this Agreement be declared invalid or
      unenforceable for any reason whatsoever, all other clauses or parts of clauses
      contained in this Agreement shall remain in full force and effect.


    13.3 This
      Agreement constitutes
      the entire agreement between the Parties relating to the subject matter of
      this
      Agreement and supersedes all previous agreements.


    13.4 No
      amendment or variation
      of this Agreement shall be valid unless it is in writing and signed by or on
      behalf of each of the Parties.


    13.5 This
      Agreement shall be
      executed in two originals in Chinese. This Agreement has both an English version
      and a Chinese version. Both versions are equally authentic. Where a comparison
      of the authentic texts of both versions of this Agreement renders a difference
      in meaning, the meaning which best reconciles the texts, having regard to the
      object and purpose of this Agreement shall be adopted.



    


     

    SIGNATURE
      PAGE


    IN
      WITNESS WHEREOF, both
      parties hereto have caused this Business Cooperation Agreement to be duly
      executed by their legal representatives and duly authorized representatives
      on
      their behalf as of the date first set forth above.

     

    
      
        	 PARTY
                A: 	Orient
                Come Holdings Limited 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Ke
                Wang                                                             
                	 
	 	 	Name Ke
                Wang                                            
                	 
	 	 	Title President	 
	 	 	 	 


      

    

                                                                   
      

    


    
      
        	 PARTY
                B: 	Beijing
                K's Media Advertising Ltd. Co. 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Kun
                (James)
                Wei                                                                   
                	 
	 	 	Name Kun
                (James)
                Wei                                                        
                	 
	 	 	Title President