ex10_1.htm


  
    Exhibit
      10.1

    
 Text
      marked by [***] has been omitted pursuant to a
      request for confidential treatment and was filed separately with the Securities
      and Exchange Commission.

     

     

    Dated
      the 12th day of
November ,2007

    


    


    


    


    GUIDING
      MEDIA ADVERTISING LIMITED

    [CHINESE
      OMITTED]

    


    and

    


    NCN
      MEDIA SERVICES LIMITED

    


    and

    


    SHANGHAI
      QUO ADVERTISING COMPANY LIMITED

    [CHINESE
      OMITTED]

    


    __________________________________________________

    


    AGREEMENT

    __________________________________________________

    


    


    


     

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      AGREEMENT is made on this 12th day of November
      2007

    


    


    BETWEEN
      :

    


    
      	
              1)

            	
              GUIDING
                MEDIA ADVERTISING LIMITED
                [CHINESE OMITTED] (“Guiding Media”), a company incorporated in
                the People’s Republic of China, of the first
                part,

            


    

    


    
      	
              2)

            	
              NCN
                MEDIA SERVICES LIMITED (“NCN”), a company incorporated in the British
                Virgin Islands, of the second part
                and,

            


    

    


    
      	
              3)

            	
              SHANGHAI
                QUO ADVERTISING COMPANY LIMITED (“Quo”), a company incorporated in the
                People’s Republic of China, of the third
                part.

            


    

    


    WHEREAS:

    


    
      	
              A.

            	
              Guiding
                Media is desirous of granting the Agency right in respect of the
                Media
                hereinafter mentioned to Quo and requires assurance in respect of
                the
                payment of the Agency Right Fees hereinafter
                mentioned.

            


    

    


    
      	
              B.

            	
              Quo
                is an associated company of NCN and has applied to NCN for financial
                support in order to meet the requirements in respect of the payment
                of
                Agency Right Fees hereunder and NCN has agreed to be joined as a
                party to
                this Agreement accordingly.

            


    

    


    
      	
              C.

            	
              Guiding
                Media is satisfied with the arrangement for such payments in the
                manner
                hereinafter appearing.

            


    

    


    NOW
      IT IS
      HEREBY AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:-

    


    
      	
              1.

            	
              AGENCY

            


    

    


    In
      consideration of the agreements hereinafter contained Guiding Media shall grant
      to Quo the exclusive agency right (“Agency”) to operate
      98 freestanding multimedia advertisement light boxes (“Media”) to be
      situated at designated locations within the International Zone of Number Three
      Terminal of Beijing International Airport in China (“Airport”) for a term of 36
      months from 1st January,
      2008 to
      31st December,
      2010 (“Term of Agency”)for commercial advertisements (“Advertisement
      Project”).  The designated locations are more particularly set out in
      the Schedule hereto.

    


    
      	
              2.

            	
              BUSINESS
                PROCEEDS

            


    

    


    During
      the subsistence of the Term of Agency Quo shall be entitled to retain all
      the business
      proceeds arising from the placing of advertisements through the Media upon
      the punctual payment of the relevant fees for its agency right hereinafter
      mentioned (“Agency Right Fees”) which shall be effected by payment from
      NCN.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      	
              3.

            	
              AGENCY
                RIGHT FEES

            


    

    


    
      	
               

            	
              (a)

            	
              The
                Agency Right Fee which shall be payable by NCN on behalf of Quo to
                Guiding
                Media under this Agreement shall be the aggregate sum of [***] for
                the
                whole Term of Agency which aggregate sum is calculated at the rate
                of
                [***] per unit of the Media per
                annum.

            


    

     

    
      
        	
                 

              	
                (b)

              	
                The
                  Agency Right Fee shall be paid in three annual installments by
                  NCN to
                  Guiding Media in the manner and punctually on the dates hereinafter
                  stipulated :-

              


      

       

    

    
      	
               

            	
              (i)

            	
              a
                performance pledge deposit and part payment of the Agency Right Fee
                in the
                sum of [***] shall be paid by NCN to Guiding Media on or before 3rd
                November,
                2007 which sum shall be regarded as and applied towards the part
                payment
                of the first annual installment of the Agency Right Fee upon the
                punctual
                payment of the balance of such annual
                installment;

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                Agency Right Fee for the First Year of the Term of Agency in the
                sum of
                [***] shall be paid by NCN to Guiding Media on or before 30th
                November,
                2007 in which event credit shall be given to the performance pledge
                deposit already paid under sub-paragraph (i) hereof as part payment
                of
                such installment;

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                Agency Right Fee for the Second Year of the Term of Agency in the
                sum of
                [***] shall be paid by NCN to Guiding Media on or before 30th
                August,
                2008; and

            


    

    


    
      	
               

            	
              (iv)

            	
              the
                Agency Right Fee for the Third Year of the Term of Agency in the
                sum of
                [***] shall be paid by NCN to Guiding Media on or before 30th
                August,
                2009.

            


    

    


    
      	
               

            	
              (c)

            	
              In
                the event of any variation in the quantity of the units comprised
                in the
                Media by reason of any adjustment in the global layout of the Airport,
                the
                parties hereto shall enter into negotiation to determine the increase
                in
                the Agency Right Fees for any resulting increase in the number of
                units of
                the Media and shall accept an agreed reduction in the Agency Right
                Fees at
                the rate of [***] for each unit of the Media thereby
                reduced.

            


    

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    4.       RIGHTS
      & OBLIGATIONS OF GUIDING MEDIA

     

    
      
        	
                 

              	
                (a)

              	
                Guiding
                  Media hereby undertakes to Quo and NCN and agrees to take all necessary
                  action to ensure that throughout the subsistence of this Agreement
                  during
                  the Term of Agency:-

              


      

       

    

    
      	
               

            	
              (i)

            	
              the
                right hereby conferred upon Quo is and will be legally enforceable
                and
                effective;

            


    

    


    
      	
               

            	
              (ii)

            	
              it
                has and will continue to have the full and unfettered right and capacity
                to grant the Agency right to Quo
                hereunder;

            


    

    


    
      	
               

            	
              (iii)

            	
              it
                possesses and will continue to possess all requisite licenses and
                approval
                of relevant authorities for the commercial operation of the Media
                as a
                media of advertisement;

            


    

    


    
      	
               

            	
              (iv)

            	
              all
                the documents, papers and licenses provided by Guiding Media for
                the
                reference or consideration of Quo are authentic, legal and
                effective;

            


    

    


    
      	
               

            	
              (v)

            	
              it
                has not and shall not grant any advertising right in respect of the
                Media
                to any other party; and

            


    

    


    
      	
               

            	
              (vi)

            	
              all
                its rights and capacity which is or will be requisite for its granting
                of
                and continuing to grant the Agency right hereunder to Quo has not
                been and
                shall not be subject to any dispute by the relevant authority or
                be
                subject to any pledge, mortgage or
                encumbrance.

            


    

     

    
      
        	
                 

              	
                (b)

              	
                Guiding
                  Media shall grant an exclusive Agency right to Quo in respect of
                  the Media
                  during the Term of Agency and shall not offer any advertising right
                  in
                  respect of the Media to any other party or be engaged in any marketing
                  activity to invite, obtain or tout for advertising business from
                  any other
                  party.

              


      

       

    

    
      	
               

            	
              (c)

            	
              Guiding
                Media shall punctually pay and discharge all requisite fees or charges
                payable to relevant authorities in order to secure the Agency right
                for
                the use and benefit of Quo hereunder save any except any such fee
                or
                charge which Quo is under an express obligation to pay
                hereunder.

            


    

     

    
      
        	
                 

              	
                (d)

              	
                Guiding
                  Media shall liaise on behalf of Quo with all relevant authorities
                  in
                  connection with the Advertisement Project and any matter which
                  arises in
                  relation to the obligations of Guiding Media more particularly
                  set out in
                  this Clause 4.

              


      

       

    

    
      	
              5.

            	
              RIGHTS
                & OBLIGATIONS OF
                Quo

            


    

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                 

              	
                (a)

              	
                Quo (through
                  NCN on its behalf) shall pay the Agency Right Fees stipulated hereunder
                  punctually on or before the prescribed dates for the payment of
                  each
                  installment.

              


      

       

    

    
      
        	
                 

              	
                (b)

              	
                Quo
                  shall be entitled to the full benefit of an exclusive Agency in
                  respect of
                  advertisement through the Media throughout the Term of
                  Agency.

              


      

       

    

    
      	
               

            	
              (c)

            	
              Quo
                and Guiding Media agree to work closely together to maintain a dialogue
                on
                all situations relevant to the Advertisement Project and to exchange
                their
                views and co-ordinate their efforts accordingly and to hold regular
                meetings for work co-ordination.

            


    

     

    
      
        	
                 

              	
                (d)

              	
                Quo
                  (through NCN on its behalf) shall pay periodically to Guiding Media
                  the
                  electricity charges and screen material installation charges in
                  respect of
                  the Advertisement Project.

              


      

      
         

        
          	
                   

                	
                  (e)

                	
                  Quo
                    shall abide by the law in its advertisement business and in particular
                    shall not be involved in any activity which may prejudice the
                    continual
                    operation of the Advertisement Project through the
                    Media.

                


        

         

      

    

    
      	
              6.

            	
              BUSINESS
                RELATIONSHIP

            


    

    


    
      	
              (a)

            	
              The
                parties hereby declare and agree that there is no business association
                or
                 relationship between the parties otherwise than their contractual
                relationship as stated expressly in this Agreement and each of the
                parties
                hereto are individual legal entities which has its own rights and
                obligations and shall not be answerable or responsible for the liabilities
                of the other party hereto in the event of any claim made by a third
                party
                in respect of that party’s indebtedness or liability arising in the course
                of its business activities.

            


    

    


    
      	
              (b)

            	
              NCN
                is involved as a party to this Agreement solely for the purpose of
                its
                assumption of a contractual obligation to Guiding Media to effect
                the
                relevant payments hereunder on behalf of Quo, it assumes no further
                obligation in relation to the Advertisement Project, the Media or
                the
                Agency and in so far as any assumption to the contrary effect may
                be
                implied from the payments to be made by NCN hereunder such assumption
                is
                hereby specifically dispelled.

            


    

    


    
      	
              7.

            	
              CONFIDENTIALITY

            


    

     

    
      
        	
                 

              	
                (a)

              	
                All
                  information provided by one of the parties hereto to the other
                  in the
                  course of their negotiation for and making of this Agreement shall
                  not be
                  disclosed or divulged to a third party without the prior written
                  consent
                  of the party from whom such information
                  originated.

              


      

       

    

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                 

              	
                (b)

              	
                Except
                  where it is required to be disclosed under the law or the demand
                  of any
                  governing authority each of the parties hereto undertake to the
                  other to
                  maintain strict confidence on any matter or information concerning
                  this
                  Agreement or its implementation (other than information already
                  in the
                  public domain) which originates from or is provided by the other
                  party or
                  its business associate, agent or employee and in particular to
                  withhold
                  such information from the media or third parties. Disclosures of such
                  confidential information to a party’s company director and management
                  staff will be restricted by the extent to which it is necessary
                  for the
                  proper and normal operation of business activities
                  hereunder.

              


      

       

    

    
      	
               

            	
              (c)

            	
              All
                information obtained by a party to this Agreement in the course of
                its
                signing and implementation of this Agreement shall be kept confidential
                and shall not be disclosed or divulged without the prior written
                consent
                of the other party and even with such consent should be disclosed
                only for
                the purpose of this Agreement. In the event of the cancellation of
                this
                Agreement the relevant information shall in accordance with the wish
                of
                the other party be destroyed or returned to the other party save
                and
                except where there is a dispute between the parties and such information
                is being retained in connection with the
                dispute.

            


    

     

    
      
        	
                 

              	
                (d)

              	
                This
                  Clause shall remain effective for a term of one calendar year after
                  the
                  expiration or sooner determination of this Agreement. In the event
                  of any
                  record or document relating to the Agency or the operation of the
                  Media
                  being required by the law to be retained for tax or other purposes
                  this
                  Clause shall remain effective for such records or documents throughout
                  the
                  period of retention of the same.

              


      

       

    

    
      	
              8.

            	
              FORCE
                MAJEURE

            


    

    


    In
      the
      event of force majeure or other causes due to the change or adjustment in the
      relevant policy of national or municipal or other relevant authorities affecting
      the flow of travelers or business environment within the Airport which prevents
      the continual implementation or performance of this Agreement the parties shall
      promptly enter into discussion and upon the production of relevant documentary
      proof of such event shall accordingly either alter the terms of this Agreement
      or cancel this Agreement either entirely or partially. Neither party hereto
      shall be liable to the other for any economic loss or legal liability arising
      from such alteration, cancellation or partial cancellation of this Agreement.
      Any payment which has been made paid by NCN (on behalf of Quo) in respect
      of the portion of the Agency right which shall have been so cancelled or reduced
      shall be refunded to NCN.

    


    
      	
              9.

            	
              RESOLUTION
                OF DISPUTE

            


    

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                 

              	
                (a)

              	
                This
                  Agreement is made and shall be construed and interpreted and shall
                  take
                  effect under and in accordance with the law of the People’s Republic of
                  China.

              


      

       

      
        
          	
                   

                	
                  (b)

                	
                  In
                    the event of any dispute arising between the parties hereto in
                    relation to
                    this Agreement the parties should try to resolve the dispute
                    through
                    negotiation and if the dispute cannot be resolved in that manner
                    then the
                    matter shall be brought before the Court at the place of origin
                    of the
                    party making the claim and if both parties should have submitted
                    their
                    respective claims to the Court at their respective place of origin
                    then
                    the matter should be submitted to the Beijing Arbitration Commission
                    for
                    arbitration.

                


        

         

      

    

    
      	
              10.

            	
              OTHER
                TERMS

            


    

     

    
      
        	
                 

              	
                (a)

              	
                Each
                  party hereto shall bear its own tax liability for any tax or levy
                  arising
                  in relation to this Agreement under the laws and regulations of
                  the
                  People’s Republic of China.

              


      

      
         

        
          	
                   

                	
                  (b)

                	
                  This
                    Agreement shall take effect from the date on which all parties
                    hereto have
                    signed the same.

                


        

        
          


          
            	
                     

                  	
                    (c)

                  	
                    This
                      Agreement is signed in two identical counterparts, each of
                      the parties
                      hereto shall retain one of the counterparts and all counterparts
                      shall
                      have the same legal effect.

                  


          

           

          
            
              	
                       

                    	
                      (d)

                    	
                      All
                        matters that have not been adequately provided for in the
                        terms of this
                        Agreement may be resloved by friendly negotiation between
                        the parties
                        hereto and upon the parties reaching consensus on such matter,
                        may be put
                        into a legal document as a supplement to these
                        presents.  Supplementary agreements like that shall have legal
                        effects equal to this Agreement.

                    


            

            

 

          

        

      

    

    


    


    


    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    


    


    THE
      SCHEDULE ABOVE REFERRED TO

     

     

     

     

     

    
 

    
      	 	 	 
	 /s/
              Edmond Lee	 	 /s/
              Godfrey Hui
	
              GUIDING
                MEDIA  ADVERTISING 

              LIMITED

            	 	
              NCN
                MEDIA SERVICES LIMITED

            
	 	 	 
	
              Date
                of Signing:

            	 	
              Date
                of Signing:

            
	
              November
                12, 2007

               

            	 	
              November
                12, 2007

            


    

     

     

     

    
 

    
      	 
	 /s/
              Zhang Li Na
	
              SHANGHAI
                QUO ADVERTISING 

              COMPANY
                LIMITED

            
	 
	
              Date
                of Signing:

            
	
              November
                12, 2007