exhibit_10-5.htm


    
Exhibit
      10.5    Service
      Agreement between K's Media and Shine Multimedia Co.,
      Ltd., Dated as of December 23, 2007.



     

    Service
      Agreement

     

    This
      Agreement is made and entered into by and between Beijing Kaisixinzhong
      Advertising Co., Ltd. (hereinafter referred to as “Party A”) and Beijing Shine
      Multimedia Co., Ltd. (hereinafter referred to as “Party B”).

     

    Whereas,

     

    Party
      A
      is a duly registered new media development entity focusing on entertainment
      places and high end consumer base; and Party B is an integrated supplier of
      songs and VOD systems for KTVs and night clubs.

     

    Party
      A and Party B, in the spirit of
      equality and mutual benefits, cooperation
      for win-win, and
      for the purpose of creating a stylish new entertainment culture together, hereby
      reachan agreement
      with the terms and conditions
      set forth below on
      the basis of voluntariness, equality
      and mutual benefit through friendly negotiation with
      respect to
      developing advertisement carrier products, including, but not limited to, video,
      advertisement carriers, on-the-spot experiential marketing activities, and
      the
      sale of aforesaid products within target entertainment
      places
      such as KTVs and night
      clubs.

     

    Party
      A
      and Party B agree to enter into a 10-year exclusive service cooperation
      agreement (“the Agreement”), and Party B shall be responsible to contact other
      manufacturers who can provide video advertising platforms.

     

    
      	
              I.  

            	
              Party
                A’s Obligations

            


    

     

    
      	
              1.  

            	
              Party
                A shall invest liquid funds necessary for the project as set forth
                herein.

            


    

     

    
      	
              2.  

            	
              Party
                A shall make payments based on contract signing progress of the Transferee
                and agreements signed by the Transferee and KTVs/night clubs which
                meet
                the Company’s standards for contract
                signing.

            


    

     

    
      	
              3.  

            	
              Monitor
                and inspect the work progress of Party B and pay contract signing
                fees to
                service providers.

            


    

     

    
      	
              4.  

            	
              Make
                decisions on cities where contracts are going to be signed and progress
                of
                contract signing, and solve any problem in connection with contract
                signing which need to be solved by the
                Company.

            


    

     

    
      	
              5.  

            	
              After
                implementation of the work by the Company, if competitors are engaged
                in
                the business in the same manner with lower prices, the Company shall
                promptly adjust policies, in which case the Transferee’s equity rights
                shall not be affected if the Transferee fails to complete the tasks
                for
                share transfer in connection
                therewith.

            


    

     

    
      	
              II.  

            	
              Party
                B’s Obligations

            


    

     

    
      	
              1.  

            	
              Responsible
                for the execution of exclusive agency contracts between the Company
                and
                KTVs/night clubs for playback of video advertisements on TV screens
                in
                each room, and looking for opportunities of cooperation with KTVs/night
                clubs in other forms of advertising such as graphic advertising,
                sample
                distribution and print ads. The contracts are for 5 years, and must
                be
                entered into directly between the Company and KTVs/night clubs. The
                contracts shall be prepared and confirmed by the Company, and constitute
                a
                uniform contract which will be performed by the Transferee. (See
                Appendix
                1 for the contract sample)

            


    

    
      	
              2.  

            	
              After
                execution of the contracts, responsible for installation and maintenance
                of ads playback related equipment in KTVs/night clubs as well as
                implementation and administration of ads in publications; also responsible
                for feedback of ads monitoring data in a timely
                manner.

            


    

    
      	
              3.  

            	
              In
                accordance with the Company’s contract signing costs for the work,
                coordinate the compensation for contract signing and earnings for
                service
                obligations for Beijing Shine Multimedia Co., Ltd. (See Appendix
                2 for
                details)

            


    

    
      	
              4.  

            	
              Requirements
                for KTVs/night clubs: the Company maintains detailed policies for
                size,
                class, customer flow and location of KTVs/night clubs to be signed
                with,
                and the KTVs/night clubs signed by the Transferee shall meet the
                Company’s
                these requirements. See Appendix 2.

            


    

    
      	
              5.  

            	
              According
                to the Party A’s development plan, the total number of KTVs to be signed
                with by Party B in three years shall reach 1,800. For the first year,
                Party B shall complete signing 600 contracts with KTVs/night clubs
                accepted by the Company; for the second year, Party B shall complete
                signing 600 contracts with KTVs/night clubs accepted by the Company;
                and
                for the third year, Party B shall complete signing another 600 contracts
                with KTVs/night clubs accepted by the
                Company.

            


    

     

    
      	
              III.  

            	
              Awards

            


    

     

    
      	
              1.  

            	
              For
                the part of KTVs/night clubs exceeding the required numbers set forth
                above, Party B shall be entitled to receive awards, which is USD
                66.7 in
                cash for each additional contract (Note: all amounts herein are converted
                from RMB based on an exchange rate at 1 USD = 7.5
                RMB).

            


    

     

    
      	
              2.  

            	
              In
                case the costs for Party B to sign contracts, operate and maintain
                the
                same are lower than the budget, Party B shall be entitled to a Profit
                Making Award, and 50% of saved costs will be awarded to the contract
                signing team in the form of cash. For example, if the budget is USD
                666,666.7, while the Transferee only utilized USD 533,333.3 to complete
                the amount of contracts and maintain the contracts in good conditions,
                the
                Transferee will receive a bonus of USD
                66,666.7.

            


    

     

    
      	
              IV.  

            	
              Violation

            


    

     

    
      	
              1.  

            	
              The
                Agreement will become null and void if Party A fails to provide the
                liquid
                funds reasonably required as set forth
                herein.

            


    

     

    
      	
              2.  

            	
              Party
                B may discontinue the contract signing work if Party A fails to make
                payments to Party B for contracts signed in such a way that the number
                of
                contracts signed for which payments are delinquent reaches
                20.

            


    

     

    
      	
              3.  

            	
              Party
                A shall have the right to cancel the Agreement if Party B fails to
                sign
                contracts with 600 KTVs/night clubs approved by Party A or sign exclusive
                video media advertising agreements with 800 KTVs/night
                clubs.

            


    

     

    
      	
              V.  

            	
              The
                Agreement is executed in four copies, each transferor and transferee
                will
                hold one copy. For any issues not covered herein, the two parties
                shall
                otherwise negotiate. If not settlement is reached through negotiation,
                either party may submit the issue concerned to the People’s Court of
                Haidian District, Beijing.

            


    

     

     

    
      
        	 Party
                A:    	  Party
                B: 
	
                 

              	 

                Date:
                  Dec 23, 2007

              


      

    

                                      


    
      

Appendix
      2:

     

    I.
      Target
      Cities

     

    Party
      A
      requires Party B to sign contracts with KTVs/night clubs first in cities of
      Beijing, Shanghai and Guangzhou. Future target cities will be further determined
      according to the customer base and business development of Beijing Shine
      Multimedia Co., Ltd. in major cities across China.

     

    II.
      Target KTVs/Night Clubs

     

    Target
      KTVs/night clubs shall be mid- and high-class KTVs/night clubs and some
      influential KTVs in target cities. Classes are subject to average consumption,
      decoration, service quality and sources of customers of the KTVs. And the
      full-year average occupancy of the target KTVs shall not be lower than
      50%.

     

    III.
      Contract-signing Costs

     

    
      	
              1.  

            	
              Party
                A will divide target KTVs into Classes A, B and C based on indicators
                such
                as their influences and consumption levels of customers. Contract-signing
                costs for Class A KTVs shall not be higher than USD 33.3/month *
                rooms;
                contract-signing costs for Class B KTVs shall not be higher than
                USD
                20/month * rooms; and contract-signing costs for Class B KTVs shall
                not be
                higher than USD 13.3/month * rooms. The Transferee shall assist the
                Company in signing exclusive advertising cooperation agreements with
                KTVs
                of the three classes above according to the sequence and quantity
                required
                by the Company. In case of special situations, investment of costs
                to sign
                contracts may be determined by Party A depending on the
                importance.

            


    

     

    
      	
              2.  

            	
              Party
                B undertakes to assist Party A in signing contracts as described
                in
                Appendix 1 with at least 50 target KTVs a month, and undertakes to
                assist
                Party A in signing contracts as described in Appendix 1 with at least
                600
                target KTVs in a year or 800 target KTVs in 18
                months.

            


    

     

    IV.
      Service Items

     

    
      	
              1.  

            	
              Party
                B undertakes to utilize the resources of Shine Multimedia to complete
                the
                following service items:

            


    

     

    
      	
              (1)  

            	
              Software
                interfaces for advertisement playing
                systems;

            


    

     

    
      	
              (2)  

            	
              Complete
                advertisement publications for KTVs with which contracts have been
                signed
                as required by Party A;

            


    

     

    
      	
              (3)  

            	
              Collect
                and return advertisement monitoring data as required by Party
                A;

            


    

     

    
      	
              2.  

            	
              Monthly
                Report on Operation of Signed KTVs/Night
                Clubs

            


    

     

    Party
      B
      shall submit a report on operation of signed KTVs/night clubs every month,
      which
      shall cover information including but not limited to operation/closure and
      operation results of signed KTVs.

     

    V.
      Fees
      and Expenses

     

    1.
      Contract-signing Service Fee

     

    Contract-signing
      service fee refers to rewards for signed service providers according to
      agreements between Party A and signed service providers, which vary depending
      on
      counter parties of signed service providers. This fee includes all and any
      expenses in connection with signed service providers, and Party A will not
      make
      any other payment therewith.

     

    Classification
      of contract-signing service fees for target KTVs: USD 1,333.3 for Class A KTVS,
      USD 1,066.7 for Class B KTVs, and USD 800 for Class B KTVs.

     

    Terms
      of
      payment for the fee: Upon confirmation, the Company will deposit 50% of the
      signing service fee into an account specified by a service provider within
      three
      months after the contract is signed; the remaining fee will be paid averagely
      at
      each year-end from the second to the fifth year within the contract term. The
      Company will stop making payments with respect to unpaid service fee if the
      signed KTV is closed down or refuses to perform the contract.

     

    2.
      Ads
      Publication and Daily Maintenance Service Fee

     

    The
      Company will pay a maintenance fee of USD 66.7 to the maintenance service
      provider for each signed KTV in every month, and the maintenance service
      provider shall provide maintenance service at least two times a month; for
      emergency maintenance, a service fee of USD 66.7 shall be paid separately for
      each time of maintenance. Party A shall pay this fee within three months upon
      completion of each service. The maximum service term is three years, after
      which, Party A and Party B shall otherwise negotiate to determine whether Party
      B shall continue providing the service. Either party may choose to stop the
      provision of maintenance service within the three year by giving a 30-day notice
      to the other party.

     

    3.
      Costs
      for interfaces of advertisement playing systems

     

    Based
      on
      different software playing platforms and in accordance with advertisement
      playing systems as required by Party A, Party A will sign exclusive interface
      agreements on advertisement playback with original manufacturers of playback
      platforms with respect to development of software, playback interfaces, data
      statistics and data upload functions in order to implement the systems, and
      pay
      interface and function development cost of USD 4,000, of which USD 1,333.3
      will
      be prepaid and the other USD 2,666.7 will be paid in two installments within
      six
      months provided the systems fully meet the Company's criteria for advertisement
      playback.

     

    VI.
      Penalty for Breach of Contract

    
      	
              1.  

            	
              If
                the maintenance service provider falsely report times of maintenance,
                Party A will deduct the service fee of the month in which the falsely
                reported maintenance falls, and the Company may look for a new maintenance
                service provider.

            


    

    
      	
              2.  

            	
              If
                the maintenance service provider fails to complete the services required
                by Party A as set forth in the contract, Party A will deduct the
                service
                fee in 2 times of the amount involved in uncompleted
                tasks.

            


    

    
      	
              3.  

            	
              If
                the developer of software interface playback platform fails to finish
                the
                interface development as required by Party A, Party A shall have
                the right
                to recover the prepaid platform development fee of USD 13,333.3,
                and Party
                A shall have the right to refuse payment of the remaining development
                fee
                if the developer fails to meet Party A’s standards and fails to correct
                within an agreed
                time.