exhibit_10-4.htm


    Exhibit
      10.4    Equity
      Pledge Agreement, Dated as of December 23, 2007.


    


     

    EQUITY
      PLEDGE AGREEMENT


    This
      Equity Pledge Agreement (hereinafter this “Agreement”) is dated
      December 23, 2007, and is entered into in Beijing, China between Orient Come
      Holdings Limited, a company incorporated under the laws of the British Virgin
      Islands, located at Room 810, Block C2, Oriental Plaza, No. 1 ChangAn Street,
      Beijing, China 100738 (“Pledgee”), and each
      of the shareholders of Party B listed on the signature pages hereto (each "Pledgor" and
      collectively, the “Pledgors”), and
      Beijing K's Media Advertising Ltd. Co., a limited liability company organized
      under the laws of the PRC (“Party B” or “Media”),
      with a
      registered address at 211 No. 31 YanXi Street, YanXi Economic Zone, Huai Rou
      District, Beijing, China.


     

    RECITALS


    1.         
      The Pledgee is a corporation incorporated under the laws of the British Virgin
      Islands that has expertise in the outdoor media business.


    2.         
      The Pledgors are each shareholders of Media. The Pledgors collectively own
      100%
      of the outstanding equity interests of Media. 


    3.         
      Pledgee and Media have executed a Consulting Services Agreement (hereinafter
      “Business Cooperation
      Agreement” or “Services
      Agreement”)
      concurrently herewith. Based on this Agreement, Media shall pay technical
      consulting and service fees (hereinafter the “Consulting Services
      Fees” or “Services
      Fees”) to
      Pledgee for offering consulting and related services.


    4.         
      In order to ensure that Media will perform its obligations under the Consulting
      Services Agreement, and in order to provide an additional mechanism for the
      Pledgee to enforce its rights to collect the Consulting Services Fees from
      Media, the Pledgors agree to pledge all their equity interest in Media as
      security for the performance of the obligations of Media under the Consulting
      Services Agreement and the payment of Consulting Services Fees under such
      agreement.


    NOW
      THEREFORE, the Pledgee,
      Media and the Pledgors through mutual negotiations hereby enter into this
      Agreement based upon the following terms:


    1. Definitions
      and
      Interpretation. Unless otherwise provided in this Agreement, the
      following terms shall have the following meanings:


    1.1 "Pledge”
refers
      to the
      full content of Section 2 hereunder.


    1.2 “Equity
      Interest”
refers to all the equity interest in Media legally held by the Pledgors.


    1.3 “Term
      of Pledge”
refers to the period provided for under Section 3.2 hereunder.


    1.4 “Event
      of Default”
refers to any event in accordance with Section 7.1 hereunder.


    1.5 “Notice
      of Default”
refers to the notice of default issued by the Pledgee in accordance
      with this
      Agreement.


    2. Pledge.
      The Pledgors
      agree to pledge their equity interest in Media to the Pledgee (“Pledged Collateral”)
      as a security for the obligations of Media under the Consulting Services
      Agreement. Pledge under this Agreement refers to the rights owned by the
      Pledgee, who shall be entitled to a priority in receiving payment by the
      evaluation or proceeds from the auction or sale of the equity interest pledged
      by the Pledgors to the Pledgee.


    3. Term
      of
      Pledge.


    3.1 The
      Pledge shall take
      effect as of the date when the Pledge of the equity interest under this
      Agreement is recorded in the Register of Shareholders of Media. The term of
      the
      Pledge shall last until all the obligations under the Business Cooperation
      Agreement have been satisfied by Media in full to the sole satisfaction of
      Pledgee.


    3.2 During
      the term of the
      Pledge, the Pledgee shall be entitled in accordance with PRC laws to vote,
      control, sell, or dispose of the pledged assets in accordance with this
      Agreement in the event that Pledgors do not perform their obligation under
      the
      Consulting Services Agreement and Media fails to pay the Consulting Services
      Fees in accordance with the Consulting Services Agreement.


    4. Physical
      Possession of
      Documents.


    4.1 During
      the term of Pledge
      under this Agreement, the Pledgors shall deliver the physical possession of
      their certificates representing shares of capital stock of Media (“Share Certificates”)
      to the Pledgee.


    4.2 The
      Pledgee shall be
      entitled to collect any and all dividends for declared or paid in connection
      with the equity interest.


    4.3 The
      Pledge under this
      Agreement shall be recorded in the Register of Shareholders of Media. The
      Pledgors shall, within ten (10) days after the date of this Agreement, process
      the registration procedures with Beijing Administration for Industry and
      Commerce concerning the Pledge.


    5. Representation
      and
      Warranties of Pledgors.


    5.1 The
      Pledgors are the legal
      owners of the equity interest pledged.


    5.2 The
      Pledgors have not
      pledged the equity interest to any other party, and or the equity interest
      is
      not encumbered to any other person except for the Pledgee.


    6. Covenants
      of
      Pledgors.


    6.1 During
      the effective term
      of this Agreement, the Pledgors promise to the Pledgee for its benefit that
      the
      Pledgors shall:


    6.1.1 Not
      transfer or assign the
      equity interest, create or permit to create any pledges which may have an
      adverse effect on the rights or benefits of the Pledgee without prior written
      consent from the Pledgee.


    6.1.2 Comply
      with and implement
      laws and regulations with respect to the pledge of rights; present to the
      Pledgee the notices, orders or suggestions with respect to the Pledge issued
      or
      made by the competent authority within five (5) days upon receiving such
      notices, orders or suggestions; and comply with such notices, orders or
      suggestions; or object to the foregoing matters at the reasonable request of
      the
      Pledgee or with consent from the Pledgee.


    6.1.3 Timely
      notify the Pledgee
      of any events or any received notices, which may affect the Pledgor's equity
      interest or any part of its right, and any events or any received notices,
      which
      may change the Pledgor's any warranty and obligation under this Agreement or
      affect the Pledgor's performance of its obligations under this Agreement.


    6.2 The
      Pledgors agree that the
      Pledgee's right to the Pledge obtained from this Agreement shall not be
      suspended or inhibited by any legal procedure launched by the Pledgor or any
      successors of the Pledgor or any person authorized by the Pledgor or any such
      other person.


    6.3 The
      Pledgors promise to the
      Pledgee that in order to protect or perfect the security for the payment of
      the
      Services Fees, the Pledgors shall execute in good faith and cause other parties
      who have interests in the Pledge to execute all the title certificates,
      contracts, and perform actions and cause other parties who have interests to
      take action, as required by the Pledgee; and make access to exercise the rights
      and authorization vested in the Pledgee under this Agreement.


    6.4 The
      Pledgors promise to the
      Pledgee that they will execute all amendment documents (if applicable and
      necessary) in connection with any registration of the Pledge or any transfer
      of
      the Share Certificates with the Pledgee or its designated person (natural person
      or a legal entity), and provide the notice, order and decision to the Pledgee
      as
      necessary, within a reasonable amount of time upon request.


    6.5 The
      Pledgors promise to the
      Pledgee that they will comply with and perform all the guarantees, covenants,
      warranties, representations and conditions for the benefits of the Pledgee.
      The
      Pledgors shall compensate all the losses suffered by the Pledgee as a result
      of
      the Pledgors failing perform or fully perform their guarantees, covenants,
      warranties, representations and conditions.


    7. Events
      Of
      Default.


    7.1 The
      following events shall
      be regarded as the events of default:


    7.1.1 This
      Agreement is deemed
      illegal by a governing authority in the PRC, or the Pledgor is not capable
      of
      continuing to perform the obligations herein due to any reason except force
      majeure;


    7.1.2 Media
      fails to make full
      payment of the Services Fees as scheduled under the Service Agreement;


    7.1.3 A
      Pledgor makes any
      materially false, inaccurate, incomplete or misleading representations or
      warranties under Section 5 herein, and/or any Pledgor breaches any warranties
      under Section 5 herein;


    7.1.4 A
      Pledgor breaches the
      covenants under Section 6 herein;


    7.1.5 A
      Pledgor breaches the term
      or condition herein;


    7.1.6 A
      Pledgor waives the
      pledged equity interest or transfers or assigns the pledged equity interest
      without prior written consent of the Pledgee;


    7.1.7 Media
      is incapable of
      repaying in general debt or other debt;


    7.1.8 The
      property of a Pledgor
      is adversely affected causing the Pledgee to believe that the capability of
      any
      Pledgors to perform its obligations herein is adversely affected;


    7.1.9 The
      successors or agents of
      Media are only able to perform a portion of or refuse to perform the payment
      obligations under the Services Agreement;


    7.1.10 The
      breach of the other
      terms by action or inaction under this Agreement by a Pledgor.


    7.2 The
      Pledgors shall
      immediately give a written notice to the Pledgee if a Pledgor is aware of or
      discovers that any event under Section 7.1 herein or any event that may result
      in the foregoing events has occurred or is likely to occur.


    7.3 Unless
      the event of default
      under Section 7.1 herein has been resolved to the Pledgee's sole satisfaction,
      the Pledgee, at any time when the event of default occurs or thereafter, may
      give a written notice of default to the Pledgors and require the Pledgors to
      immediately make full payment of the outstanding Service Fees under the Service
      Agreement and other payables or exercise other rights in accordance with Section
      8 herein.


    8. Exercise
      of
      Remedies.


    8.1 Authorized
      Action by Secured
      Party. The
      Pledgors hereby irrevocably appoint Pledgee the attorney-in-fact of the Pledgors
      for the purpose of carrying out the security provisions of this Agreement and
      taking any action and executing any instrument that the Pledgee may deem
      necessary or advisable to accomplish the purposes of this Agreement in
      accordance with applicable law. If an event of default occurs, or is continuing,
      Pledgee shall have the right to exercise the following rights and powers:


    (a) Collect
      by legal
      proceedings or otherwise and endorse and/or receive all payments, proceeds
      and
      other sums and property now or hereafter payable on or on account of the Pledged
      Collateral;


    (b) Enter
      into any extension,
      reorganization, deposit, merger, consolidation or other agreement pertaining
      to,
      or deposit, surrender, accept, hold or apply other property in exchange for
      the
      Pledged Collateral;


    (c) Transfer
      the Pledged
      Collateral to its own or its nominee's name;


    (d) Make
      any compromise or
      settlement, and take any action it deems advisable, with respect to the Pledged
      Collateral;


    (e) Notify
      any obligor with
      respect to any Pledged Collateral to make payment directly to the
      Pledgee;


    (f) All
      rights of the Pledgors
      to exercise the voting and other consensual rights it would otherwise be
      entitled to exercise without any action or the giving of any notice shall cease,
      and all such rights shall thereupon become vested in the Pledgee;


    (g) All
      rights of the Pledgors
      to receive distributions with respect to the Pledged Collateral which it would
      otherwise be authorized to receive and retain shall cease and all such rights
      shall thereupon become vested in the Pledgee; and


    (h) The
      Pledgors shall execute
      and deliver to the Pledgee appropriate instruments as the Pledgee may request
      in
      order to permit the Pledgee to exercise the voting and other rights, which
      it
      may be entitled to exercise and to receive all distributions which it may be
      entitled to receive.


    The
      Pledgors hereby grant to Pledgee an exclusive, irrevocable power of attorney,
      with full power and authority in the place and stead of the Pledgors to take
      all
      such action permitted under this Section 8.1. Such
      power of attorney shall be effective, automatically and without the necessity
      of
      any action (including any transfer of any Pledged Collateral) by any person,
      upon the occurrence and continuance of an event of default. Pledgee shall not
      have any duty to exercise any such right or to preserve the same and shall
      not
      be liable for any failure to do so or for any delay in doing so.


    8.2 Events
      of default;
      Remedies. Upon the occurrence of an event of default, Pledgee may,
      without notice to or demand on the Pledgors and in addition to all rights and
      remedies available to Pledgee, at law, in equity or otherwise, do any of the
      following:


    (a) Require
      the Pledgors to
      immediately pay all outstanding unpaid amounts due under the Services
      Agreement;


    (b) Foreclose
      or otherwise
      enforce Pledgee's security interest in any manner permitted by law or provided
      for in this Agreement;


    (c) Sell
      or transfer the rights
      or otherwise dispose of any Pledged Collateral at one or more public or private
      sales at Pledgee's place of business or any other place or places, whether
      or
      not such Pledged Collateral is present at the place of sale, for cash or credit
      or future delivery, on such terms and in such manner as Pledgee may
      determine;


    (d) Terminate
      this Agreement
      pursuant to Section 11.


    (e) Personally,
      or by agents or
      attorneys, immediately take possession of the Pledged Collateral or any part
      thereof, from the Pledgors or any other person who then has possession of any
      part thereof with or without notice or process of law;


    (f) Demand,
      sue for, collect or
      receive any money or property at any time payable or receivable in respect
      of
      the Pledged Collateral;


    (g) Sell
      or otherwise
      liquidate, or direct the Pledgors to sell, assign, transfer or otherwise
      liquidate the Pledged Collateral or any part thereof, and take possession of
      the
      proceeds of any such sale or liquidation;


    (h) Exercise
      any and all rights
      as beneficial and legal owner of the Pledged Collateral, including, without
      limitation, perfecting assignment of and exercising any and all voting,
      consensual and other rights and powers with respect to any Pledged
      Collateral;


    (i) Exercise
      any and all rights
      as beneficial and legal owner of the Pledged Collateral, including, without
      limitation, perfecting assignment of and exercising any and all voting,
      consensual and other rights and powers with respect to any Pledged Collateral;
      and


    (j) All
      the rights and remedies
      of a secured party upon default under applicable law.


    8.3 The
      Pledgee shall give a
      notice of default to the Pledgors when the Pledgee exercises its remedies under
      this Agreement.


    8.4 Subject
      to Section 7.3, the
      Pledgee may exercise its remedies under this Agreement at any time after the
      Pledgee gives a notice of default in accordance with Section 7.3 or
      thereafter.


    8.5 The
      Pledgee is entitled to
      priority in receiving payment by the evaluation or proceeds from the auction
      or
      sale of whole or part of the equity interest pledged herein in accordance with
      legal procedure until the unpaid Services Fees under the Services Agreement
      are
      repaid.


    8.6 The
      Pledgor shall not
      hinder the Pledgee from exercising its rights in accordance with this Agreement
      and shall give necessary assistance so that the Pledgee may exercise its rights
      in full.


    9. Assignment.


    9.1 The
      Pledgors shall not
      donate or transfer rights and obligations herein without prior written consent
      from the Pledgee.


    9.2 This
      Agreement shall be
      binding upon each of the Pledgors and his, her or its successors and be binding
      on the Pledgee and its successor and assignee.


    9.3 The
      Pledgee may transfer or
      assign any of all of its rights and obligations under the Service Agreement
      to
      any individual specified by it (natural person or legal entity) at any time.
      In
      this case, the assignee shall enjoy and undertake the same rights and
      obligations herein of the Pledgee as if the assignee is a party hereto. When
      the
      Pledgee transfers or assigns the rights and obligations under the Service
      Agreement, and such transfer shall only be subject to a written notice serviced
      to Pledgors, and at the request of the Pledgee, the Pledgors shall execute
      the
      relevant agreements and/or documents with respect to such transfer or
      assignment.


    9.4 In
      the event of a change in
      control of the Pledgee resulting in the transfer or assignment of this
      Agreement, the successor parties to the pledge shall execute a new pledge
      agreement.


    10. Formalities,
      Fees and Other
      Charges.


    10.1 The
      Pledgors shall be
      responsible for all the fees and actual expenses in relation to this Agreement
      including but not limited to legal fees, cost of production, stamp tax and
      any
      other taxes and charges. If the Pledgee pays the relevant taxes in accordance
      with applicable law, the Pledgors shall fully indemnify the Pledgee such taxes
      paid by the Pledgee.


    10.2 The
      Pledgors shall be
      responsible for all the fees (including but not limited to any taxes,
      formalities fees, management fees, litigation fees, attorney's fees, and various
      insurance premiums in connection with disposition of Pledge) incurred by the
      Pledgors for the reason that the Pledgors fail to pay any payable taxes, fees
      or
      charges for other reasons which cause the Pledgee to recourse by any means
      or
      ways.


    11. Force
      Majeure.


    11.1 “Force
      Majeure,” shall
      include but not be limited to acts of governments, acts of nature, fire,
      explosion, typhoon, flood, earthquake, tide, lightning, war, refers to any
      unforeseen events beyond the party's reasonable control and cannot be prevented
      with reasonable care. However, any shortage of credit, capital or finance shall
      not be regarded as an event beyond a Party's reasonable control. The affected
      party by Force Majeure shall notify the other party of such event resulting
      in
      exemption promptly.


    11.2 In
      the event that the
      affected party is delayed in or prevented from performing its obligations under
      this Agreement by Force Majeure, only within the scope of such delay or
      prevention, the affected party will not be responsible for any damage by reason
      of such a failure or delay of performance. The affected party shall take
      appropriate means to minimize or remove the effects of Force Majeure and attempt
      to resume performance of the obligations delayed or prevented by the event
      of
      Force Majeure. After occurrence of an event of Force Majeure, when such event
      or
      condition ceases to exist, both parties agree to resume the performance of
      this
      Agreement with their best efforts.


    12. Confidentiality.
      The
      parties of this Agreement acknowledge and make sure that all the oral and
      written materials exchanged relating to this contract are confidential. All
      the
      parties have to keep them confidential and can not disclose them to any other
      third party without other parties' prior written approval, unless: (a) the
      public know and will know the materials (not because of the disclosure by any
      contractual party); (b) the disclosed materials are required by laws or stock
      exchange rules; or(c) materials relating to this transaction are disclosed
      to
      parties' legal consultants or financial advisors, however, who have to keep
      them
      confidential as well. Disclosure of confidential information by Employees or
      hired institutions of the parties is deemed as the act by the parties,
      therefore, subjecting them to liability.


    13. Dispute
      Resolution.


    13.1 This
      Agreement shall be
      governed by and construed in accordance with the PRC law.


    13.2 The
      parties shall strive to
      settle any dispute arising from the interpretation or performance, or in
      connection with this Agreement through friendly consultation. In case no
      settlement can be reached through consultation, each party can submit such
      matter to China International Economic and Trade Arbitration Commission
      (“CIETAC”) for arbitration. The arbitration shall follow the current rules of
      CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall
      take place in Beijing. Any resulting arbitration award shall be final and
      binding upon the parties.


    14. Notices.
      Any notice
      which is given by the parties hereto for the purpose of performing the rights
      and obligations hereunder shall be in writing. Where such notice is delivered
      personally, the time of notice is the time when such notice actually reaches
      the
      addressee; where such notice is transmitted by facsimile, the notice time is
      the
      time when such notice is transmitted. If such notice does not reach the
      addressee on business date or reaches the addressee after the business time,
      the
      next business day following such day is the date of notice. The delivery place
      is the address first written above of the parties hereto or the address advised
      in writing including via facsimile from time to time.


    15. Entire
      Contract. All
      Parties agree that this Agreement constitute the entire agreement of the Parties
      with respect to the subject matter therein upon its effectiveness and supersedes
      and replaces all prior oral and/or written agreements and understandings
      relating to this Agreement.


    16. Severability.
      Any
      provision of this Agreement which is invalid or unenforceable because of
      inconsistent with the relevant laws shall, as to that jurisdiction, be
      ineffective to the extent of such invalidity or unenforceability, without
      affecting in any way the remaining provisions hereof.


    17. Appendices.
      The
      appendices to this Agreement are entire and integral part of this
      Agreement.


    18. Amendment
      or
      Supplement.


    18.1 Parties
      may amend and
      supply this Agreement with a written agreement, provided that such amendment
      shall be duly executed and signed by the Pledgee, Media, and holders of a
      majority of the shares of Media held by the Pledgors, and such amendment shall
      thereupon become a part of this Agreement and shall have the same legal effect
      as this Agreement.


    18.2 This
      Agreement and any
      amendments, modification, supplements, additions or changes hereto shall be
      in
      writing and come into effect upon being executed and sealed by the parties
      hereto.


    19. Counterparts.
      This
      Agreement may be executed by the Parties in counterparts, each Party holds
      one
      counterpart, and each original has the same legal effect.


    20. Effectiveness
      and
      Term. The Agreement is effective as of the date first set forth above and
      from the date when the Pledge is recorded on the Register of Shareholders of
      Media.


    


     

    SIGNATURE
      PAGE


    IN
      WITNESS WHEREOF, each party
      hereto has caused this Agreement duly executed by itself or a duly authorized
      representative on its behalf as of the date first written above.


    
      
        	 PLEDGEE: 	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                                                  
                	 
	 	 	 	 


      

    

    


                                                                                     

    


    PLEDGORS:

    


    SHAREHOLDERS
      OF PARTY B:

    /s/
      Kun (James)
      Wei                                                                   

    Name:                 
      Kun (James)
      Wei

    (PRC
      ID
      Card
      No.:                                                
06825970
      )

    
      	

            	
              Shares
                of Beijing K's Media Advertising Ltd. Co. owned by Kun (James) Wei:  
                50%

            


    

    


    


    


    /s/Yong
      Lu                                                             

    Name:                 
      Yong
      Lu                                                  

    (PRC
      ID
      Card No.:11010219670607195)

    
      	

            	
              Shares
                of Beijing K's Media Advertising Ltd. Co. owned by Yong Lu:  
                50%

            


    

    
 

     

    Appendix
      I


    RESOLUTIONS
      OF THE GENERAL SHAREHOLDERS’


    MEETING
      OF BEIJING K'S MEDIA ADVERTISING LTD. CO.


    WHEREAS,
      that certain significant shareholders of Beijing K's Media Advertising Ltd.
      Co.
      have agreed to pledge their shares of the company under an Equity Pledge
      Agreement dated December 23, 2007; and


    WHEREAS,
      it is in the best interest of the Company for the shareholders to enter into
      such Equity Pledge Agreement.


    RESOLVED,
      that the pledge of shares held by the shareholders of the company under the
      Equity Pledge Agreement is hereby approved.


    This
      resolution was executed and submitted on December 23, 2007 by the undersigned
      shareholders:

     

     

    SHAREHOLDERS:


    Signature:                                                                           

    


    Name:                                                                           

    


    Address:                                                                           

    


    


    


    ID
      Card
      No.:                                                                           

    


    Telephone:                                                                           

    


    Facsimile: