Unassociated Document


    

      Exhibit
        10.27

      Entrust
        Agreement

      (English
        Translation) 

      


      


      Party
        A:
        Oriental Intra-Asia Entertainment (China) Limited, 

      Party
        B:
        Beijing Tiandi Zuobiao Technology Co., Ltd.

      Party
        C:
        PKU Chinafront Technology Co., Ltd.

      


      In
        consideration of the equality and mutual benefit and of friendly consultation,
        and in connection with Party A entrusting Party B to hold 66.67% of the shares
        of Party C, each party hereby agrees as follows:

      


      	I.  	
              Purpose
                of Agreement

            


      


      In
        connection with Party A’s plan to invest 40 million RMB to Party C (amounting to
        66.67% of Party C’s total registered assets of 60 million RMB), Party A herein
        entrusts Party B with the authority to handle administrative procedures in
        connection with the investment in Party C and authorizes Party B to act as
        its
        nominee shareholder to its investment to Party C (hereafter “representative
        shares”).

      


      	II.  	
              Trust
                Responsibility

            


      


      Party
        B’s
        trust responsibility to Party A include: Party B shall register its own name
        with Party C as the shareholder of the representative shares and shall
        participate in relevant actions as a shareholder. Party B shall receive bonus
        or
        dividends on behalf of Party A, participate and vote in shareholders’ meetings,
        and exercise other rights on behalf of Party A bestowed to shareholders by
        China
        Corporate Law and Party C’s Articles of Association.

      


      	III.  	
              Rights
                and Obligations of Party A

            


      


      1.  As
        the
        real contributor to the above-mentioned investment, Party A enjoys actual
        shareholder rights and gets corresponding income on investment. Party B only
        contributes Party A’s investment in Party B’s name to Party C and holds on
        behalf of Party A the shareholder’s rights derived from such investment. Party B
        does not get any income on the investment and has no authority to dispose
        such
        shares (including but not limited to transfer or collateral of shareholder’s
        equity).

      


      2.  In
        the
        period of the shareholding trust, Party A is responsible for all the derivative
        fees and tax in connection with shareholding trust (including but not limited
        to
        attorney fees, auditing fees, and capital evaluation expenses for the investment
        project in connection with the shareholding trust). Party A is also responsible
        for the transfer fees when Party B transfers the shares to Party A.

      


      3.  As
        trustor, Party A has obligations to make timely investment in Chinese currency
        in accordance with Party C’s Certificate of Incorporation, this Agreement and
        relevant rules of China Corporate Law. It shall also bear all the investment
        risks in connection with its amount of investment. Party A shall bear all
        the
        losses caused by delayed investment (including actual damages suffered by
        Party
        B).

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      4.  Based
        on
        this Agreement, as beneficial owner of the entrusted shares, Party A is entitled
        to supervise and correct any inappropriate actions by Party B. It is also
        entitled to request Party B to cover actual damages caused by such actions.
        

      


      


      	IV.  	
              Rights
                and Obligations of Party B

            


      


      1.  As
        trustee, Party B is entitled to participate in supervising Party C’s business
        management as a nominee shareholder. However, it shall not obtain any personal
        gain as a nominee shareholder.

      


      2.  Party
        B
        should not assign or otherwise transfer its nominee interest in Party C to
        any
        third party without Party A’s written consent. 

      


      3.  As
        Party
        C’s nominee, Party B recognizes that its shareholder interests in Party C are
        restricted by this Agreement. Party B shall give notice to Party A of any
        stockholder vote of Party C and obtain voting instructions from Party A that
        govern the manner in which Party B shall vote its nominee interest in Party
        C.
        Without Party A’s written authorization, Party B shall not transfer, dispose, or
        pledge in any way the shares it holds, including all the derivative profits.
        It
        shall not take any actions that may impair Party A’s interest. 

      


      4.  Party
        B
        promises to give to Party A any and all income on investment derived from
        the
        representative shares (including cash dividend, dividend and other income
        payment). It further promises that it shall deposit such income within 3
        days
        after receiving to the bank account designated by Party A. Party B shall
        pay a
        penalty equal to the bank interest in the same period if it fails to deposit
        on
        time. 

      


      	V.  	
              Treatment
                of Confidential Information

            


      


      Each
        party shall has the obligation to keep all commercial information about each
        other obtained during the execution of this Agreement strictly confidential,
        except any information which is or becomes publicly available based on clear
        evidence, or any information that is authorized to be disclosed by responsible
        parties. The confidentiality clause shall survive this Agreement. Any party
        shall compensate for losses suffered by the other two parties due to breach
        of
        this obligation.

      


      	VI.  	
              Dispute
                Resolution

            


      


      All
        disputes arising in connection with this Agreement shall be settled through
        friendly consultation among the Parties. Each party is entitled to bring
        any
        unsettled dispute to Beijing Arbitration Commission under its arbitration
        rules.
        Arbitration awards are final and are legally binding to all
        parties.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      	VII.  	
              Miscellaneous

            


      


      1.  This
        Agreement may be executed in three counterparts held by each party, each
        of
        which shall be deemed as equally binding.

      


      2.  This
        Agreement becomes effective on the date of signatures by each
        party.

      


      

        
          	
                  Party
                    A (Seal)

                	
                  July
                    6, 2007

                
	
                  Party
                    B (Seal)

                	
                  July
                    6, 2007

                
	
                  Party
                    C (Seal)

                	
                  July
                    6, 2007