EXECUTION
        VERSION

      
        

      

    

    


    EQUITY
      REGISTRATION RIGHTS AGREEMENT


    


    DATED
      AS
      OF JANUARY 11, 2008


    


    
      BY
        AND
        BETWEEN

    

    


    CHINA
      MOBILE MEDIA TECHNOLOGY INC.

    


    
      AND

    

    


    ABAX
      LOTUS LTD.

     

    
      
        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    THIS
      EQUITY REGISTRATION RIGHTS AGREEMENT (the “Agreement”)
      is
      made and entered into as of January 11, 2008, by and between (i) China Mobile
      Media Technology Inc., a Nevada corporation (the “Company”)
      and
      (ii) Abax Lotus Ltd. (“Abax”,
      the
“Purchaser”).
      

     

    RECITALS

     

    WHEREAS,
      this
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      December 28, 2007, by and among the Company, the Purchaser and the other parties
      thereto (the “Purchase
      Agreement”), pursuant
      to which the Purchaser has agreed to purchase up to RMB170,000,000 in an
      aggregate principal amount of the Guaranteed Senior Notes due 2014 (the
“Notes”)
      of
      Magical Insight Investments Limited, a British Virgin Islands corporation and
      a
      wholly-owned subsidiary of the Company,
      and
      six-year warrants to purchase a total of 12,000,000 shares of the Company’s
      Common Stock, par value $0.001 (the “Common
      Stock”)
      at an
      exercise price of $2.00 per share, pursuant to the Purchase Agreement and the
      Warrant Agreement.

     

    WHEREAS,
      in
      consideration of Purchaser’s entering into the Purchase Agreement, the Company
      has agreed to provide the registration rights set forth in this Agreement.
      

     

    WHEREAS,
      the
      execution and delivery of this Agreement is a condition to the obligations
      of
      the Purchaser set forth in Section
      3
      of the
      Purchase Agreement. Capitalized terms used herein and not otherwise defined
      shall have the meanings ascribed to them in the Purchase Agreement.

     

    AGREEMENT

     

    The
      parties hereby agree as follows:

     

    
      	
              SECTION
                1.

            	
              DEFINITIONS.

            


    

     

    As
      used
      in this Agreement, the following capitalized terms shall have the following
      meanings:

     

    “Affiliate”:
      As
      defined in Rule 144 of the Securities Act.

     

    “Closing
      Date”:
      The
      date hereof. 

     

    “Common
      Stock”:
      As
      defined in the Recitals.

     

    “Company”:
      As
      defined in the Preamble.

     

    “Exchange
      Act”:
      The
      Securities Exchange Act of 1934, as amended. 

     

    “Existing
      Registration Rights”
means
      that certain registration rights granted under (i) agreement dated February
      8,
      2007 by and among General Components, Inc. and the purchasers defined therein
      and (ii) the Subscription Agreement dated June 15, 2007 by and among Hi-Tech
      Wealth Inc. and the subscribers identified therein.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    “Holder”:
      Any
      Person who holds Warrants or Registrable Securities. A Person is deemed to
      be a
      Holder whenever such Person owns Warrants or Registrable Securities or has
      the
      right to acquire such Registrable Securities by exercising Warrants held by
      such
      Person, whether or not such acquisition has actually been effected.

     

    “Indemnified
      Party”:
      As
      defined in Section
      7
      hereof.

     

    “Inspectors”:
      As
      defined in Section
      3
      hereof.

     

    “Liquidated
      Damages Period”:
      As
      defined in Section
      4
      hereof.

     

    “Notes”:
      As
      defined in the Recitals.

     

    “Person”:
      Any
      individual, corporation, partnership, joint venture, association, joint-stock
      company, trust, unincorporated organization, government or any agency or
      political subdivision thereof or any other entity. 

     

    “Principals’
      Shares”:
      The
      Common Stock or other securities that any Holder may acquire directly or
      indirectly from any of Gain Thousand Limited, Develop Good International Limited
      or Brightcenter Group Limited, together with any other securities which such
      Holder may acquire on account of any such securities, including, without
      limitation, as the result of any dividend or other distribution on Common Stock
      or any split or combination of such Common Stock.

     

    “Prospectus”:
      The
      prospectus included in a Registration Statement at the time such Registration
      Statement is declared effective, as supplemented by any prospectus supplement,
      and all material incorporated by reference into such prospectus. 

     

    “Purchase
      Agreement”:
      As
      defined in the Recitals.

     

    “Purchaser”:
      As
      defined in the Recitals.

     

    “Recommencement
      Date”:
      As
      defined in Section
      5
      hereof.

     

    “Registrable
      Securities”:
      At any
      time, any of (i) the Warrant Shares (whether or not the related Warrants have
      been exercised), (ii) Principals’ Shares and (iii) any other securities issued
      or issuable with respect to any Warrant Shares or Principals’ Shares by way of
      stock dividends or stock split or in connection with a combination of shares,
      recapitalization, merger, consolidation or other reorganization or otherwise.
      As
      to any particular Registrable Securities, such securities shall cease to be
      Registrable Securities when (a) a Registration Statement with respect to the
      offering of such securities by the Holder thereof shall have been declared
      effective under the Securities Act and such securities shall have been disposed
      of by such Holder pursuant to such Registration Statement, (b) such securities
      have been sold to the public pursuant to Rule 144(k) (or any similar provisions
      then in force, but not Rule 144A) promulgated under the Securities Act, (c)
      such
      securities may be sold without restriction under Rule 144 (or successor rule),
      including following the existence of any cashless exercise provision of the
      Warrants, (d) such securities shall have been otherwise transferred by the
      Holder thereof and new certificates for such securities not bearing a legend
      restricting further transfer shall have been delivered by the Company or its
      transfer agent and subsequent disposition of such securities shall not require
      registration or qualification under the Securities Act or any similar state
      law
      then in force or (e) such securities shall have ceased to be
      outstanding.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Registration
      Default”:
      As
      defined in Section
      4
      hereof.

     

    “Registration
      Statement”:
      Any
      registration statement of the Company relating to the registration for resale
      of
      Registrable Securities (in an amount permissible under the Rule 415 Interpretive
      Position) that is filed pursuant to the provisions of this Agreement, including
      the Prospectus included therein, all amendments thereto (including
      post-effective amendments) and all exhibits and all material incorporated by
      reference therein. 

     

    “Rule
      415”:
      Rule
      415 promulgated by the SEC pursuant to the Securities Act, as such Rule may
      be
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the SEC having substantially the same purpose and effect as such
      Rule.

     

    “Rule
      415 Interpretative Position”:
      The
      then-current interpretation of the staff of the SEC regarding the availability
      of Rule 415 for continuous or delayed offerings of securities for the account
      of
      selling securityholders.

     

    “SEC”:
      The
      Securities and Exchange Commission.

     

    “Securities
      Act”:
      The
      Securities Act of 1933, as amended. 

     

    “Shelf
      Registration”:
      As
      defined in Section
      2
      hereof.

     

    “Suspension
      Notice”:
      As
      defined in Section
      5
      hereof.

     

    “Warrant
      Agreement”:
      The
      Warrant Agreement dated the Closing Date by and between the Company and The
      Hongkong and Shanghai Banking Corporation, as Warrant Agent. 

     

    “Warrant
      Shares”:
      The
      Common Stock or other securities that any Holder may acquire upon exercise
      of a
      Warrant, together with any other securities which such Holder may acquire on
      account of any such securities, including, without limitation, as the result
      of
      any dividend or other distribution on Common Stock or any split or combination
      of such Common Stock as provided for in the Warrant Agreement. 

     

    “Warrants”:
      The
      warrants of the Company issued and sold pursuant to the Purchase Agreement
      and
      the Warrant Agreement, together with any warrants issued in substitution or
      replacement therefor. 

     

    
      	
              SECTION
                2.

            	
              FILING
                OF REGISTRATION STATEMENT.

            


    

     

    (a) Subject
      solely to the limitation set forth in Section
      7(c)
      of the
      Existing Registration Rights Agreement, as soon as reasonably practicable after
      the Closing Date, the Company shall prepare and cause to be filed with the
      SEC
      pursuant to Rule 415 a Registration Statement on the appropriate form relating
      to resales of all Registrable Securities (the “Shelf
      Registration”)
      provided,
      that
      the Company shall only be required to register registrable securities up to
      an
      amount permitted to be registered by the SEC pursuant to the Rule 415
      Interpretive Position. The Company shall use its best efforts to cause any
      such
      Registration Statement to be declared effective by the SEC as soon as reasonably
      practicable and no later than June 9, 2008. In the event any Registrable
      Securities are excluded from the Registration Statement due to the Rule 415
      Interpretative Position, the Registrable Securities to be excluded shall be
      allocated among all Holders on a pro
      rata
      basis
      based on the total number of Registrable Securities proposed to be included
      in
      such Registration Statement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    To
      the
      extent necessary to ensure that the Registration Statement is available for
      sales of Registrable Securities by the Holders thereof entitled to the benefit
      of this Section
      2(a),
      the
      Company shall use its reasonable best efforts to keep any Registration Statement
      required by this Section
      2(a)
      continuously effective, supplemented, amended and current as required by and
      subject to the provisions of Section
      2(a)
      hereof
      and in conformity with the requirements of this Agreement, the Securities Act
      and the rules and regulations of the SEC promulgated thereunder from time to
      time (including (A) preparing and filing with the SEC such amendments and
      post-effective amendments to the Registration Statement as may be necessary
      to
      keep such Registration Statement effective; (B) cause the Prospectus to be
      supplemented by any required Prospectus supplement, and as so supplemented
      to be
      filed pursuant to Rule 424 under the Securities Act, and complying fully with
      Rules 424, 430A and 462, as applicable, under the Securities Act in a timely
      manner; and (C) comply with the provisions of the Securities Act with respect
      to
      the disposition of all securities covered by such Registration Statement),
      until
      the date when all Registrable Securities covered by the Registration Statement
      (i) have been sold pursuant thereto or (ii) may be sold without volume
      restrictions pursuant to Rule 144(k) as determined by the counsel to the Company
      pursuant to a written opinion letter to such effect, addressed and acceptable
      to
      the Company’s transfer agent and the affected Holders.

     

    (b) No
      Holder
      may include any of its Registrable Securities in any Registration Statement
      pursuant to this Agreement unless and until such Holder furnishes in writing
      to
      the Company within 10 business days of a request therefor, such information
      as
      is requested by the Company regarding such Holder, the Registrable Securities
      held by such Holder and the intended method of disposition of the Registrable
      Securities held by such Holder, as shall be reasonably required (but in no
      event
      shall such information provided be less than the information required by
      Regulation S-K and other applicable SEC rules, regulations and interpretations
      or such as is requested by the staff of the SEC pursuant to any comment letter
      with respect to the Registration Statement) to effect the registration of such
      Registrable Securities. Each selling Holder agrees to promptly furnish (but
      in
      no event more than 5 business days following the Company’s request) additional
      information required to be disclosed in order to make the information previously
      furnished to the Company by such Holder not materially misleading. The Company
      shall not have any obligation to include in a Registration Statement Registrable
      Securities held by a Holder that does not furnish the information requested
      by
      the Company pursuant to this Section
      2(b).

     

    (c) The
      Company shall be deemed not to have used its reasonable best efforts to keep
      the
      Registration Statement effective during the requisite period if it voluntarily
      takes any action that would result in Holders of Registrable Securities covered
      thereby not being able to offer and sell such Registrable Securities during
      that
      period, unless such action is required by applicable law or this
      Agreement.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              SECTION
                3.

            	
              REGISTRATION
                PROCEDURES.

            


    

     

    In
      connection with the Shelf Registration, the following provisions shall
      apply:

     

    (a) The
      Company shall (i) furnish to the Holders, prior to the filing thereof with
      the
      SEC, an electronic copy of the Registration Statement and each amendment thereof
      (and if a Holder so requests in writing, an electronic copies of all documents
      incorporated therein by reference) and each supplement, if any, to the
      Prospectus, which documents will be subject to the review and comment of such
      Holders in connection with such sale, if any, for a period of at least five
      business days, and the Company will not file any such Registration Statement
      or
      related Prospectus or any amendment or supplement to any such Registration
      Statement or Prospectus to which Holders of a majority of the Registrable
      Securities shall reasonably object within two business days after the receipt
      thereof; and (ii) include the names of the Holders who propose to sell
      Registrable Securities pursuant to the Registration Statement as selling
      securityholders. A Holder’s objection shall be deemed to be a reasonable
      objection to such filing if such Registration Statement, amendment, related
      Prospectus or supplement, as applicable, as proposed to be filed, contains
      an
      untrue statement of a material fact or omits to state any material fact
      necessary to make the statements therein (in the case of the Prospectus, in
      light of the circumstances under which they were made) not misleading or fails
      to comply with the applicable requirements of the Securities Act.

     

    (b) The
      Company shall give written notice to the Holders:

     

    (i) when
      the
      Registration Statement or any amendment thereto has been filed with the SEC
      and
      when the Registration Statement or any post-effective amendment thereto has
      become effective; 

     

    (ii) of
      any
      request by the SEC for amendments or supplements to the Registration Statement
      or the Prospectus or for additional information;

     

    (iii) of
      the
      issuance by the SEC of any stop order suspending the effectiveness of the
      Registration Statement or the initiation of any proceedings for that
      purpose;

     

    (iv) of
      the
      receipt by the Company or its legal counsel of any notification with respect
      to
      the suspension of the qualification of the Registrable Securities for sale
      in
      any jurisdiction or the initiation or threatening of any proceeding for such
      purpose; and

     

    (v) of
      the
      occurrence of any event that requires the Company to make changes in the
      Registration Statement or the Prospectus in order that the Registration
      Statement or the Prospectus does not contain an untrue statement of a material
      fact nor omit to state a material fact required to be stated therein or
      necessary to make the statements therein (in the case of the Prospectus, in
      light of the circumstances under which they were made) not
      misleading.

     

    (c) The
      Company shall make every commercially reasonable effort to obtain the withdrawal
      at the earliest possible time, of any order suspending the effectiveness of
      the
      Registration Statement.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (d) The
      Company shall furnish to each Holder, without charge, at least one electronic
      copy of the Registration Statement and any post-effective amendment thereto,
      including financial statements and schedules, and if the Holder so request
      in
      writing, all exhibits thereto (including those, if any, incorporated by
      reference) after the filing of such documents with the SEC.

     

    (e) The
      Company shall, during the period which the Registration Statement is effective,
      deliver to each Holder an electronic copy of the Prospectus (including each
      preliminary Prospectus) included in the Registration Statement as such Holder
      may reasonably request. The Company consents, subject to the provisions of
      this
      Agreement, to the use of the Prospectus by each of the Holders in connection
      with the offering and sale of Registrable Securities except after the giving
      of
      any notice pursuant to Sections
      3(b)(ii)-(v).

     

    (f) Prior
      to
      any public offering of the Registrable Securities pursuant to any Registration
      Statement the Company shall use commercially reasonable efforts to register
      or
      qualify or cooperate with the Holders and their respective counsel in connection
      with the registration or qualification of the Registrable Securities for offer
      and sale under the securities or “blue sky” laws of such states of the United
      States as any Holder reasonably requests in writing and do any and all other
      acts or things necessary or advisable to enable the offer and sale in such
      jurisdictions of the Registrable Securities; provided,
      however,
      that
      the Company shall not be required to (i) qualify generally to do business in
      any
      jurisdiction where it is not then so qualified or (ii) take any action which
      would subject it to general service of process or to taxation in more than
      a
      nominal amount in any jurisdiction where it is not then so subject.

     

    (g) If
      requested by the Holders, the Company shall cooperate with the Holders or
      underwriters to facilitate the preparation and delivery of certificates
      representing the Registrable Securities to be sold pursuant to any Registration
      Statement free of any restrictive legends and in such denominations and
      registered in such names as the Holders may request a reasonable period of
      time
      prior to sales of the Registrable Securities pursuant to such Registration
      Statement.

     

    (h) Upon
      the
      occurrence of any event contemplated by paragraphs (ii) through (v) of
Section
      3(b)
      above
      during the period for which the Company is required to maintain an effective
      Registration Statement, the Company shall as promptly as reasonably possible
      prepare and file a post-effective amendment to the Registration Statement or
      a
      supplement to the related Prospectus and any other required document so that,
      as
      thereafter delivered to Holders or purchasers of Securities, the Prospectus
      will
      not contain an untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading.


     

    (i) Not
      later
      than the effective date of the Registration Statement, the Company will provide
      a CUSIP number for the Registrable Securities and provide The Depository Trust
      Company with printed certificates for the Registrable Securities, in a form
      eligible for deposit with The Depository Trust Company.

     

    (j) Use
      its
      commercially reasonable efforts to cause all such Registrable Securities to
      be
      quoted on Nasdaq (if the Common Stock is so quoted), and enter into such
      customary agreements including a listing application and indemnification
      agreement in customary form, provided that the applicable listing requirements
      are satisfied, and to provide a transfer agent and registrar for such
      Registrable Securities covered by such registration statement no later than
      the
      effective date of such registration statement.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (k) Upon
      their execution of commercially customary confidentiality agreements for
      securities offerings, the Company will make available for inspection by the
      selling Holders, any underwriter participating in any disposition pursuant
      to
      any Registration Statement, and any attorney, accountant or other agent retained
      by any Holder or underwriter (collectively, the “Inspectors”),
      all
      financial and other records, pertinent corporate documents and properties of
      the
      Company and its subsidiaries, if any, as shall be reasonably necessary to enable
      them to exercise their due diligence responsibility, and cause the Company’s and
      its subsidiaries’ officers, directors and employees to supply all information
      and respond to all inquiries reasonably requested by any such Inspector in
      connection with such registration statement.

     

    (l) If
      requested by the managing underwriter or underwriters or any Holder, promptly
      incorporate in a prospectus supplement or post-effective amendment such
      information as the managing underwriters, each selling Holder and the Company
      agree should be included therein relating to the plan of distribution with
      respect to such Registrable Securities, including, without limitation,
      information with respect to the number of Registrable Securities being sold
      to
      such underwriters, the purchase price being paid therefor by such underwriters
      and with respect to any other terms of the underwritten (or best efforts
      underwritten) offering of the Registrable Securities to be sold in such
      offering; and make all required filings of such prospectus supplement or
      post-effective amendment as soon as practicable after being notified of the
      matters to be incorporated in such prospectus supplement or post-effective
      amendment.

     

    (m) Cooperate
      with the selling Holders and each underwriter or agent participating in the
      disposition of such Registrable Securities and their respective counsel in
      connection with any filings required to be made with or any other securities
      exchange and/or the Financial Industry Regulatory Authority;

     

    (n) The
      Company will comply with all applicable rules and regulations of the SEC and
      make available to its security holders, within the required time periods, an
      earning statement covering a period of at least twelve months, beginning with
      the first month after the effective date of the registration statement (as
      the
      term “effective date” is defined in Rule 158(c) under the Securities Act), which
      earning statement shall satisfy the provisions of Section 11(a) of the
      Securities Act and Rule 158 thereunder or any successor provisions
      thereto.

     

    (o) The
      Company shall enter into such customary agreements (including, if applicable,
      an
      underwriting agreement in customary form, which may include customary
      indemnification provisions) and take all such other action, if any, in order
      to
      facilitate the disposition of the Registrable Securities pursuant to the Shelf
      Registration, including (i) supporting any Holder’s efforts to execute block
      trades with institutional buyers, (ii) making appropriate members of senior
      management of the Company reasonably available (subject to consulting with
      them
      in advance as to schedule) for customary participation in telephonic, in-person
      conferences or “road show” presentations to potential investors, (iii) obtaining
      customary opinions of counsel to the Company or comfort letters from the
      Company’s independent auditors and (iv) delivering copies of Prospectuses as may
      be requested by the managing underwriter or underwriters.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    SECTION
      4. REGISTRATION
      DEFAULT.

     

    (a) The
      Company agrees that, in the event that (i) the Registration Statement has not
      been declared effective by the SEC on or before July 11, 2008, or (ii) if
      effectiveness of the Registration Statement is suspended at any time other
      than
      pursuant to a Suspension Notice while any Registrable Securities remain
      outstanding (each, a “Registration
      Default”,
      and
      July 11, 2008 or the time when the Registration Statement is suspended,
as
      the
      case may be, the
      “Registration Default Date”), the Company shall pay an aggregate of $80,000 to
      the Holders for each thirty-day period after such Registration Default Date
      until July 11, 2009 during which the Registration Default remains uncured,
      and
      thereafter the Company shall pay an aggregate of $500,000 to the Holders for
      each six-month period (such six-month period or thirty-day period, the
“Liquidated
      Damages Period”)
      until
      June 30, 2014 during which the Registration Default remains uncured; each such
      cash payment shall be made on a pro rata basis in accordance with each Holder’s
      percentage holding of the then outstanding Registrable Securities
      and, in
      the case of amounts accruing after July 11, 2009 shall be payable on the last
      day of such six-month period;
      provided,
      however, that
      if a
      Holder fails to provide the Company with any information that is required to
      be
      provided in the Registration Statement with respect to such Holder as set forth
      herein, then the Registration Default Date as to such Holder shall be extended
      until five (5) business days following the date of receipt by the Company of
      such required information; provided
      further that
      the
      amount payable to any Holder hereunder for any partial Liquidated Damages Period
      shall be prorated for the number of actual days during such Liquidated Damages
      Period during which a Registration Default remains uncured.

     

    (b) The
      Company shall deliver said cash payment to the Holders by the seventh business
      day after the Registration Default and for any subsequent Liquidated Damages
      Period, the Company shall make said cash payment no later than the seventh
      business day after the end of each such monthly Liquidated Damages Period.
      If
      the Company fails to pay said cash payment to the Holders in full by the seventh
      business day after the Registration Default or the end of such Liquidated
      Damages Period, as the case may be, the Company will pay interest thereon at
      a
      rate of 10% per annum (or such lesser maximum amount that is permitted to be
      paid by applicable law) to the Holders, accruing daily from the date such
      liquidated damages are due until such amounts, plus all such interest thereon,
      are paid in full.

     

    
      	
              SECTION
                5.

            	
              LIMITATIONS,
                CONDITIONS AND QUALIFICATIONS TO OBLIGATIONS UNDER REGISTRATION
                COVENANTS.

            


    

     

    The
      obligations of the Company described in Section
      2
      of this
      Agreement are subject to each of the following limitations, conditions and
      qualifications:

     

    (a) Subject
      to the next sentence of this paragraph, the Company shall be entitled to
      postpone, for a reasonable period of time, the filing of effectiveness of,
      or
      suspend the right of any Holder to make sales pursuant to, any Registration
      Statement otherwise required to be prepared, filed and made and kept effective
      by it under the registration covenants described in Section
      2
      hereof;
provided,
      however,
      that
      the duration of such postponement or suspension may not exceed 90 days in any
      365-day period. Such postponement or suspension may be effected only if (i)
      (A)
      an event or circumstance occurs and is continuing as a result of which such
      Registration Statement, any related Prospectus or any document incorporated
      therein by reference as then amended or supplemented or proposed to be filed
      would, in the Company’s good faith judgment, contain an untrue statement of a
      material fact or omit to state a material fact necessary in order to make the
      statements therein (in the case of the Prospectus, in the light of the
      circumstances under which they were made) not misleading and (B)(1) the Company
      determines in its good faith judgment that the disclosure of the event at that
      time would have a material adverse effect on the business, operations or
      prospects of the Company or (2) the disclosure otherwise relates to a material
      business transaction or development that has not yet been publicly disclosed
      or
      (ii) the Company shall have received a notice referred to Sections
      3b(ii)-(iv)
      hereof.
      If the Company shall so postpone the filing or effectiveness of, or suspend
      the
      rights of any Holders to make sales pursuant to, a Registration Statement it
      shall, as promptly as possible, notify the Holders of such determination (in
      each case, a “Suspension
      Notice”).
      Upon
      receipt of such Suspension Notice, each Holder will forthwith discontinue
      disposition of Registrable Securities pursuant to the Registration Statement
      until (i) such Holder has received copies of the supplemented or amended
      Prospectus contemplated by Section
      3(h)
      hereof,
      or (ii) such Holder is advised in writing by the Company that the use of the
      Prospectus may be resumed, and has received copies of any additional or
      supplemental filings that are incorporated by reference in the Prospectus (in
      each case, the “Recommencement
      Date”).
      Each
      Holder receiving a Suspension Notice hereby agrees that it will either (i)
      destroy any Prospectuses, other than permanent file copies, then in such
      Holder’s possession which have been replaced by the Company with more recently
      dated Prospectuses or (ii) deliver to the Company (at the Company’s expense) all
      copies, other than permanent file copies, then in such Holder’s possession of
      the Prospectus covering such Registrable Securities that was current at the
      time
      of receipt of the Suspension Notice.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (b) The
      Company’s obligations shall be subject to the obligations of the Holders to
      furnish all information and materials and to take any and all actions as may
      be
      required under federal and state securities laws and regulations (including
      any
      comments issued by the SEC staff with respect to the Registration Statement
      or
      the matters related thereto) to permit the Company to comply with all applicable
      requirements of the SEC and to obtain any acceleration of the effective date
      of
      such Registration Statement.

     

    
      	
              SECTION
                6.

            	
              REGISTRATION
                EXPENSES.

            


    

     

    (a) All
      expenses incident to the Company’s performance of and compliance with this
      Agreement will be borne by the Company, including without limitation:


     

    (i) all
      registration and filing fees and expenses; 

     

    (ii) all
      fees
      and expenses of compliance with federal securities and state “blue sky” or
      securities laws; 

     

    (iii) all
      expenses of printing (including printing certificates for the Registrable
      Securities and printing of prospectuses), messenger and delivery services and
      telephone usage; 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (iv) all
      fees
      and expenses customarily paid by an issuer in connection with an underwritten
      offering (which shall include reasonable legal fees and disbursements payable
      to
      one counsel for all of the Holders, if appointed, but in no event including
      any
      expenses in connection with any “roadshow” or similar expenses);

     

    (v) all
      fees
      and disbursements of counsel for the Company; 

     

    (vi) all
      fees
      and disbursements of independent certified public accountants of the Company
      (including the expenses of any special audit required by or incident to such
      performance); and

     

    (vii) all
      other
      reasonable out-of-pocket expenses of any Holder which are customarily paid
      by an
      issuer.

     

    (b) The
      Company will bear its internal expenses (including, without limitation, all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expenses of any annual audit and the fees and expenses
      of any Person, including special experts, retained by the Company.

     

    
      	
              SECTION
                7.

            	
              INDEMNIFICATION.

            


    

     

    (a) The
      Company agrees to indemnify and hold harmless each Holder and each Person,
      if
      any, who controls such Holder within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act from and against any losses, claims,
      damages or liabilities, joint or several, or any actions in respect thereof
      (including, but not limited to, any losses, claims, damages, liabilities or
      actions relating to purchases and sales of the Registrable Securities) to which
      each Indemnified Party (as defined in Section
      7(c)
      below)
      may become subject under the Securities Act, the Exchange Act or otherwise,
      insofar as such losses, claims, damages, liabilities or actions arise out of
      or
      are based upon any untrue statement or alleged untrue statement of a material
      fact contained in the Registration Statement or Prospectus or in any amendment
      or supplement thereto or in any preliminary Prospectus relating to a
      Registration, or arise out of, or are based upon, the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein (in the case of the Prospectus, in
      light of the circumstances under which they were made) not misleading, and
      shall
      reimburse, as incurred, the Indemnified Parties for any legal or other expenses
      reasonably incurred by them in connection with investigating or defending any
      such loss, claim, damage, liability or action in respect thereof; provided,
      however,
      (i)
      that the Company shall not be liable (A)in any such case to the extent that
      such
      loss, claim, damage or liability arises out of or is based upon any untrue
      statement or alleged untrue statement or omission or alleged omission made
      in
      the Registration Statement or Prospectus or in any amendment or supplement
      thereto or in any preliminary Prospectus relating to a Registration Statement
      in
      reliance upon and in conformity with written information pertaining to such
      Holder or such Holder’s proposed method of distribution of Registrable
      Securities and furnished to the Company by or on behalf of such Holder
      specifically for inclusion therein; (B) in the case of an occurrence of an
      event
      of the type specified in Section
      3(b)(ii)-(v),
      the use
      by such Holder of an outdated or defective Prospectus after the Company has
      notified such Holder in writing that the Prospectus is outdated or defective;
      and (ii) with respect to any untrue statement or omission or alleged untrue
      statement or omission made in any preliminary Prospectus relating to the
      Registration Statement, the indemnity agreement contained in this subsection
      (a)
      shall not inure to the benefit of any Holder from whom the Person asserting
      any
      such losses, claims, damages or liabilities purchased the Registrable Securities
      concerned, to the extent that the Prospectus was required to be delivered by
      such Holder under the Securities Act in connection with such purchase and any
      such loss, claim, damage or liability of such Holder results from the fact
      that
      there was not sent or given to such Person, at or prior to the written
      confirmation of the sale of such Registrable Securities to such Person, a copy
      of the final Prospectus if the Company had previously furnished copies thereof
      to such Holder; provided
      further, however,
      that
      this indemnity agreement will be in addition to any liability which the Company
      may otherwise have to such Indemnified Party.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (b) Each
      Holder of the Registrable Securities, severally and not jointly, will indemnify
      and hold harmless the Company and each other Holder and each Person, if any,
      who
      controls the Company or any such other Holder within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act from and against any
      losses, claims, damages or liabilities or any actions in respect thereof, to
      which the Company, such other Holder or any such controlling Person may become
      subject under the Securities Act, the Exchange Act or otherwise, insofar as
      such
      losses, claims, damages, liabilities or actions arise out of or are based upon
      any untrue statement or alleged untrue statement of a material fact contained
      in
      a Registration Statement or Prospectus or in any amendment or supplement thereto
      or in any preliminary Prospectus relating to a Registration Statement, or arise
      out of or are based upon the omission or alleged omission to state therein
      a
      material fact necessary to make the statements therein (in the case of the
      Prospectus, in light of the circumstances under which they were made) not
      misleading, but in each case only (i) to the extent that the untrue statement
      or
      omission or alleged untrue statement or omission was made in reliance upon
      and
      in conformity with written information pertaining to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and furnished
      to the Company by or on behalf of such Holder specifically for inclusion therein
      or (ii) in the case of an occurrence of an event of the type specified in
Section
      3(b)(ii)-(v),
      as a
      result of the use by such Holder of an outdated or defective Prospectus after
      the Company has notified such Holder in writing that the Prospectus is outdated
      or defective; and, subject to the limitation set forth immediately preceding
      this clause, shall reimburse, as incurred, the Company and each such other
      Holder for any legal or other expenses reasonably incurred by the Company,
      such
      other Holder or any such controlling Person in connection with investigating
      or
      defending any loss, claim, damage, liability or action in respect thereof.
      This
      indemnity agreement will be in addition to any liability which such Holder
      may
      otherwise have to the Company, such other Holder or any such controlling
      Persons. No Holder shall be liable under this Section
      7(b)
      for any
      amounts exceeding the net proceeds received by such Holder from the sale of
      Registrable Securities pursuant to the Registration Statement giving rise to
      the
      indemnification obligation.

     

    (c) Promptly
      after receipt by any Person in respect of which indemnity may be sought pursuant
      to Section
      7(a)
      or
(b)
      (any
      such Person, an “Indemnified
      Party”)
      under
      this Section
      7
      of
      notice of the commencement of any action or proceeding (including a governmental
      investigation), such Indemnified Party will, if a claim in respect thereof
      is to
      be made against the indemnifying party under this Section
      7,
      notify
      the indemnifying party of the commencement thereof; but the omission so to
      notify the indemnifying party will not, in any event, relieve the indemnifying
      party from any obligations to any Indemnified Party unless the indemnifying
      party is materially prejudiced. In case any such action is brought against
      any
      Indemnified Party, and it notifies the indemnifying party of the commencement
      thereof, the indemnifying party will be entitled to participate therein and,
      to
      the extent that it may wish, jointly with any other indemnifying party similarly
      notified, to assume the defense thereof, with counsel reasonably satisfactory
      to
      such Indemnified Party (who shall not, except with the consent of the
      indemnified party, be counsel to the indemnifying party), and after notice
      from
      the indemnifying party to such Indemnified Party of its election so to assume
      the defense thereof the indemnifying party will not be liable to such
      Indemnified Party under this Section
      7
      for any
      legal expenses, other than reasonable costs of investigation, subsequently
      incurred by such Indemnified Party in connection with the defense thereof.
      No
      indemnifying party shall, without the prior written consent of the Indemnified
      Party, effect any settlement of any pending or threatened action in respect
      of
      which any Indemnified Party is or could have been a party and indemnity could
      have been sought hereunder by such Indemnified Party unless such settlement
      includes an unconditional release of such Indemnified Party from all liability
      on any claims that are the subject matter of such action, and does not include
      a
      statement as to or an admission of fault, culpability or a failure to act by
      or
      on behalf of any Indemnified Party. The indemnifying party shall not be liable
      for the costs and expenses of any settlement of such action effected by such
      Indemnified Party without the consent of the indemnifying party, which consent
      shall not be unreasonably withheld.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (d) If
      the
      indemnification provided for in this Section
      7
      is
      unavailable or insufficient to hold harmless an Indemnified Party under
      subsections (a) or (b) above, then each indemnifying party shall contribute
      to
      the amount paid or payable by such Indemnified Party as a result of the losses,
      claims, damages or liabilities (or actions in respect thereof) referred to
      in
      subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
      the relative benefits received by the indemnifying party or parties on the
      one
      hand and the Indemnified Party on the other from the sale of the Registrable
      Securities by the Holders, or (ii) if the allocation provided by the foregoing
      clause (i) is not permitted by applicable law or not applicable as where the
      Company is the indemnifying party and no securities are sold by the Company
      in
      the transaction which is the subject of the action or proceeding, in such
      proportion as is appropriate to reflect not only the relative benefits referred
      to in clause (i) above but also the relative fault of the indemnifying party
      or
      parties on the one hand and the Indemnified Party on the other in connection
      with the statements or omissions that resulted in such losses, claims, damages
      or liabilities (or actions in respect thereof) as well as any other relevant
      equitable considerations. The relative fault of the parties shall be determined
      by reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact or the omission or alleged omission to state a
      material fact relates to information supplied by the Company on the one hand
      or
      such Holder or such other Indemnified Party, as the case may be, on the other,
      and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission. The amount paid
      by
      an Indemnified Party as a result of the losses, claims, damages or liabilities
      referred to in the first sentence of this subsection (d) shall be deemed to
      include any legal or other expenses reasonably incurred by such Indemnified
      Party in connection with investigating or defending any action or claim which
      is
      the subject of this subsection (d). Notwithstanding any other provision of
      this
Section
      7(d),
      the
      Holders of the Registrable Securities shall not be required to contribute any
      amount in excess of the amount by which the net proceeds received by such
      Holders from the sale of the Registrable Securities pursuant to the Registration
      Statement exceeds the amount of damages that such Holders have otherwise been
      required to pay by reason of such untrue or alleged untrue statement or omission
      or alleged omission. No Person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any Person who was not guilty of such fraudulent
      misrepresentation. For purposes of this paragraph (d), each Person, if any,
      who
      controls such Indemnified Party within the meaning of the Securities Act or
      the
      Exchange Act shall have the same rights to contribution as such Indemnified
      Party, and each Person, if any, who controls the Company within the meaning
      of
      the Securities Act or the Exchange Act shall have the same rights to
      contribution as the Company.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (e) The
      agreements contained in this Section
      7
      shall
      survive the sale of the Registrable Securities pursuant to the Registration
      Statement and shall remain in full force and effect, regardless of any
      termination or cancellation of this Agreement or any investigation made by
      or on
      behalf of any Indemnified Party.

     

    
      	
              SECTION
                8.

            	
              RULE
                144.

            


    

     

    The
      Company shall use its best efforts to file the reports required to be filed
      by
      it under the Exchange Act in a timely manner and, if at any time the Company
      is
      not required to file such reports, it will, upon the request of any Holder,
      make
      publicly available other information so long as necessary to permit sales of
      their securities pursuant to Rule 144. The Company covenants that it will take
      such further action as any Holder may reasonably request, all to the extent
      required from time to time to enable such Holder to sell Registrable Securities
      without registration under the Securities Act within the limitation of the
      exemptions provided by Rule 144. Upon the request of any Holder, the Company
      shall deliver to such Holder a written statement as to whether it has complied
      with such requirements.

     

    
      	
              SECTION
                9.

            	
              MISCELLANEOUS.

            


    

     

    (a) Remedies.
      The
      Company acknowledges and agrees that any failure by the Company to comply with
      its obligations under Section
      2
      hereof
      may result in material irreparable injury to the Holders for which there is
      no
      adequate remedy at law, that it will not be possible to measure damages for
      such
      injuries precisely and that, in the event of any such failure, any Holder may
      obtain such relief as may be required to specifically enforce the Company’s
      obligations under Section
      2
      hereof.
      The Company further agrees to waive the defense in any action for specific
      performance that a remedy at law would be adequate. 

     

    (b) No
      Inconsistent Agreements.
      The
      Company will not on or after the date of this Agreement enter into any agreement
      with respect to its securities that is inconsistent with the rights granted
      to
      the Holders in this Agreement or otherwise conflicts with the provisions hereof.
      The rights granted to the Holders hereunder do not in any way conflict with
      and
      are not inconsistent with the rights granted to the holders of the Company’s
      securities under any agreement in effect on the Closing Date. Notwithstanding
      anything to the contrary herein, the registration rights granted herein are
      subordinated in all respects to the registration rights granted pursuant to
      the
      Existing Registration Rights, including with respect to the timing, inclusion
      and priority of the amount of securities so registered. For the avoidance of
      doubt, the liquidated damages payable by the Company in the event of
      Registration Default shall not be affected by the subordination as mentioned
      in
      the prior sentence, except that the Registration Default is occurred as a result
      of the delay in or failure to obtain the effectiveness of the registration
      statement in form SB-2 filed with the U.S. Securities and Exchange Commission
      on
      September 20, 2007 (Registration No. 333-144283) due to the interpretation
      of
      the staff of the U.S. Securities and Exchange Commission that Rule 415 is not
      available for continuous or delayed offerings of securities for the account
      of
      selling security-holders.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (c) Amendments
      and Waivers.
      The
      provisions of this Agreement may not be amended, modified or supplemented,
      and
      waivers or consents to departures from the provisions hereof may not be given,
      except by the Company and the written consent of the Holders of a majority
      of
      the Registrable Securities affected by such amendment, modification, supplement,
      waiver or consent.

     

    (d) Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand delivery, first-class mail, facsimile transmission,
      or
      air courier which guarantees overnight delivery:

     

    (1) if
      to a
      Holder of the Securities, at the most current address given by such Holder
      to
      the Company or Warrant Agent.

     

    (2) if
      to the
      Company, at its address as follows:

     

    China
      Mobile Media Technology Inc.

    9th
      Floor, Block C, Intell-Center

    No.18
      Zhongguancun East Road

    Haidian
      District

    Beijing,
      China 100083

    Attention:
      Chief Financial Officer

    Facsimile
      No.: +86 10 8260 1927

    


    with
      a
      copy to:

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue, New York, NY 10154

    Attention:
      Mitchell S. Nussbaum, Esq.

    Facsimile
      No.: +1 212 202 7829

    


    (3) if
      to the
      Purchaser, at its address as indicated on Schedule I to the Purchase
      Agreement.

     

    All
      such
      notices and communications shall be deemed to have been duly given: at the
      time
      delivered by hand, if personally delivered; three business days after being
      deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged
      by the recipient’s facsimile machine operator, if sent by facsimile
      transmission; and on the day delivered, if sent by overnight air courier
      guaranteeing next day delivery.

     

    (e) Successors
      and Assigns.
      This
      Agreement shall be binding upon and shall inure to the benefit the Company,
      the
      Holders and their respective successors and assigns. In addition, and whether
      or
      not any express assignment shall have been made, the provisions of this
      Agreement which are for the benefit of the Purchaser shall also be for the
      benefit of and enforceable by any subsequent Holder, subject to the terms and
      conditions contained in this Agreement. The Purchaser and any Holder shall
      provide written notice to the Company of any assignment of their rights
      hereunder or any transfer of Registrable Securities which are entitled to such
      rights under the terms of this Agreement; provided
      that the
      failure to provide such notice shall not affect any such rights of the Purchaser
      or any Holder.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (f) Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.

     

    (g) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    (h) Governing
      Law; Jurisdiction.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. The
      Company agrees that any suit, action or proceeding against it arising out of
      or
      based upon this Agreement or the transactions contemplated hereby may be
      instituted in any State or U.S. federal court in The City of New York and County
      of New York, and waives any objection which it may now or hereafter have to
      the
      laying of venue of any such proceeding, and irrevocably submits to the
      non-exclusive jurisdiction of such courts in any suit, action or
      proceeding.

     

    (i) Severability.
      If any
      one or more of the provisions contained herein, or the application thereof
      in
      any circumstance, is held invalid, illegal or unenforceable, the validity,
      legality and enforceability of any such provision in every other respect and
      of
      the remaining provisions contained herein shall not be affected or impaired
      thereby.

     

    (j) Securities
      Held by the Company.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than subsequent Holders of Registrable
      Securities if such subsequent Holders are deemed to be Affiliates solely by
      reason of their holdings of such Registrable Securities) shall not be counted
      in
      determining whether such consent or approval was given by the Holders of such
      required percentage.

     

    (k) Business
      Combinations.
      Without
      the prior written consent of the Holders, the Company shall not consolidate
      with
      or enter into any merger, consolidation or other business combination
      transaction (for the purposes of this Section
      9(k),
      a
“business
      combination”)
      with
      another Person (whether or not the Company is the surviving entity) or sell,
      transfer or distribute all or substantially all of its assets, whether in a
      single transaction or through a series of related transactions, to another
      Person or group of affiliated Persons or permit any of its subsidiaries to
      enter
      into any such transaction or transactions, where the business combination or
      sale, transfer or distribution involves the payment by any Person of any
      securities to, or the exchange by any Person of any securities with, the Company
      or any holders of Common Stock of the Company, unless the issuer of such
      securities agrees to be bound by the terms of this Agreement with Holders
      relating to such securities or otherwise enters into a new registration rights
      agreement which shall contain terms substantially similar to this Agreement
      and
      shall otherwise be in a form satisfactory to the Holders.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (l) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligation of any other Holder hereunder.
      Nothing contained herein or in any other agreement of document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder shall be entitled
      to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any proceeding for such purpose. 

     

    [Signature
      Page Follows]

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    
 

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above. 

     

    
      	 	 	 
	 	CHINA
              MOBILE MEDIA
              TECHNOLOGY INC.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Name:
	 	Title: 


    

     

    ABAX
      LOTUS LTD.

    
 

    By:_________________________________

    Name:
      

    Title:
      Authorized Signatory

     

    

      [SIGNATURE
        PAGE TO EQUITY REGISTRATION RIGHTS AGREEMENT]