DISTRIBUTOR AGREEMENT



CONTENT DISTRIBUTOR AGREEMENT





	This Content Distributor Agreement ("Agreement"), is entered into as of the 11th day of December by and
between DIT Ventures, Inc., a Michigan corporation ("DITV") and Chinese Media Net, Inc., a New York
corporation (the "Distributor").





	WHEREAS, Distributor wishes to use financial news content developed by DITV in its business and DITV is
willing to license certain financial content in accordance with the terms and conditions set forth in this Agreement;
and 





	WHEREAS, DITV wishes to secure banner advertising on Distributor's Web site and Distributor is willing to
provide banner advertising on its Web site in accordance with the terms and conditions set forth in this Agreement.






	Now, Therefore, in consideration of the foregoing premises and the mutual covenants and obligations
contained herein, the parties agree as follows: 





	Section 1.  Definitions





		1.1	"Information Providers" ("IPs") are third parties from whom DITV acquires the right to distribute
Content. 


		


		1.2		"Content" means the material set forth in Exhibit A to this Agreement. DITV reserves the right to


add or withdraw items of coverage to or from the Content without notice.





	        1.3	"End-User" means each third party to whom Distributor provides the Services as authorized in
Exhibit A.   





		1.4	 Services" are the electronic information services offered by Distributor that make available the
Content, as authorized in Exhibit A. 





	Section 2.  Distribution





		2.1	Grant of Rights; Distribution by Distributor.  Subject to the terms and conditions of this Agreement
and its Exhibits, DITV grants Distributor a nonexclusive license and right (A) to distribute the Content to End-Users as part of the Services, and (B) to license End-Users to use the Content as authorized by the End-User
Agreement.  At no charge to DITV, Distributor shall provide DITV reasonable access to the Services for the
purposes of reviewing Distributor's incorporation of the Content into the Services and evaluating compliance with
this Agreement.  Before implementing any major changes to the Services, Distributor shall provide notice thereof
to DITV.  In lieu of payment, DITV shall, for the term of the Agreement, provide Services to Distributor.  








		2.2	Notices.  Distributor shall cause the Services to display as part of each storyon each page that
includes Content transmitted by DITV (A) quote888.com logo or a prominently visible text link showing
Quote888.com, with an operational link to www.quote888.com  (or other DITV World Wide Web site).  Such
notices shall be conspicuous to the End-User and comply with any further requirements set forth in Exhibit A.





		2.3	Restrictions.  Distributor shall not knowingly distribute the Content to any entity (A) for use in
print, television or radio news media; (B) for use on any web sites that are pornographic, obscene or defamatory; or
(C) that redistributes the Content to its customers, with or without charge.  In the event that any unauthorized
distribution occurs, Distributor immediately shall notify DITV and use its best efforts to immediately cease such
distribution.  Distributor agrees to block and not distribute Content not licensed or authorized for distribution by
Distributor.


		2.4	Modifications.  Distributor shall not edit, abridge, rewrite, translate or in any other way alter or
modify the Content or create any work derived from the Content, except to the minimum extent necessarily
incident to forming the look and feel of Distributor's Services. Further, Distributor acknowledges that DITV has
used its intellectual property to create Content products in the form of Quote888.com's Real-Time Financial News,
which encompasses the following categories: Proprietary News, Press Reports and Market Wrap. Categories.
Distributor is expressly prohibited from disaggregating and/or extracting the stories from the Content for separate
distribution or presentation.








 


		2.5	Corrections.  Upon receipt of notice from DITV of an error in Content provided Distributor or in


the provision of the Services by Distributor to End-Users, Distributor immediately shall (A) consult, if necessary,
with DITV regarding the appropriate correction or other remedy for such error, (B) implement as directed by DITV
such correction or other remedy, such as retracting a story or article or transmitting a correction, and (C) provide
DITV documentation evidencing such correction or other remedy.





		2.6	End-User Agreements.  Distributor shall obtain from each End-User, either in writing or via
acknowledgment of an electronic form (which acknowledgment can be provided by the End-User's use of
Distributor's Services), consent to the terms set forth in Exhibit B (or terms substantially equivalent thereto). 





		2.7	Use of Name.  Distributor shall name DITV as one of its content sources in all material (A)


provided End-Users about the Service or (B) that identify Distributor's content sources.  Distributor agrees, that at
least ten (10) business days prior to use, to submit to DITV for approval all promotional materials, including   press
releases and advertisements (whether using print, broadcast or on-line media) that are produced by Distributor and
describe the Content or identify DITV IPs.  Approval of use of such materials shall be deemed granted unless
written notice of disapproval is received within five (5) business days.





		2.8	Obligation to Block Content Not Licensed.  DITV shall transmit to Distributor only Content which
is licensed to Distributor by DITV.  Notwithstanding the foregoing, in the event that certain Content is distributed
to Distributor by DITV that has not been licensed by Distributor, Distributor shall use its best efforts to block and
not license, transfer, make available or otherwise distribute to End-Users or any other third parties nor use in any
manner whatsoever Content Distributor is not authorized to distribute as part of the Services.  





	Section 3.	Banner Advertising & Chinese Media Net Financial Content





		3.1	Home Page Buttons.  In lieu of monetary payment, Distributor shall, for the term of this
Agreement, provide button advertising for DITV, which shall consist of prominently positioned 120
x 60 pixel static button which is visible on the first screenful of a 600 pixel high resolution screen
on the www.chinesenewsnet.com home page and top positions on the North American News and
Financial News sections of www.chinesenewsnet.com.  There shall be a total of 3 static advertising
buttons in total.


	


		3.2	Chinese Media Net Content.  In lieu of monetary payment, Distributor shall, for the term of this
Agreement, provide ten (10) financial articles per day for DITV. DITV shall cause the Services to
display on each page that includes Content provided by Distributor (A) the Chinese Media Net logo
or a prominently visible text link showing the distributor's name with an operational link to
www.chinesenewsnet.com  (or other Distributor World Wide Web site).  





	Section 4.  	Terms and Termination





		4.1	Term.  The term of this Agreement starts on the date of the last signature to this Agreement and


shall remain in effect for one (1) year and shall automatically renew for successive one-year terms unless either
party elects not to renew by giving written notice to the other party at least sixty (60) days before the end of the
then current term.








		4.2	Suspension.  DITV, in its sole discretion, may immediately suspend delivery of Content to


Distributor if (A) the Distributor or its End-Users breach of this Agreement has caused DITV to breach its
agreement with an Information Provider, (B) Distributor fails to provide banner advertising to DITV in accordance
with this Agreement, or (C) Distributor fails to provide DITV the Usage Tracking Report as required in this
Agreement.  DITV shall resume delivery of Content only after Distributor has taken action satisfactory to DITV to
assure that no further breach of this Agreement shall occur.  Distributor, in its sole discretion, may immediately
suspend button advertising to DITV as provided in Section 3.1 if (X) DITV fails to perform services for five (5)
consecutive business days during which U.S. financial markets are open,  (Y) DITV fails to provide a minimum
total of fifteen (15) articles from the categories provided in Exhibit A for five (5) consecutive days, or (Z) DITV
fails to provide articles of reasonable quality (such quality to be judged in comparison to the overall Content
delivered to Distributor during the Term).    





		4.3	Termination for Breach.  If a party materially breaches this Agreement, the other party, after giving
the breaching party ten (10) days prior written notice, may terminate this Agreement if the breach remains uncured.
In addition, either party may terminate this Agreement if the other party makes a general assignment for the benefit
of its creditors, permits the appointment of a receiver for its business or assets, or takes steps to wind down its
business.





		4.4	Obligations upon Termination.  Upon termination of this Agreement, Distributor shall not distribute
or use the Content.  Distributor shall (A) within fifteen (15) days of termination, deliver to DITV all hardware
owned by DITV; if such hardware is not returned, Distributor shall pay DITV the replacement value thereof; (B)
within thirty (30) days of termination, Distributor shall erase and purge the Content from any accessible database
and/or storage material; and (C) immediately upon termination, return to DITV all materials proprietary to DITV
or containing DITV Confidential Information.











	Section 5.  	Confidential Information.  





	The Receiving Party shall not disclose or otherwise transfer Confidential Information of the Disclosing Party
to any third party, without first obtaining the Disclosing Party's consent, and shall take all reasonable precautions to
prevent inadvertent disclosure of such Confidential Information.  "Confidential Information" shall mean:  (A) the
terms and conditions of this Agreement, any information regarding the prices of either party, or any information
concerning the composition of the products of either party; (B) with respect to information provided on paper, by
facsimile or electronic mail, by any electronic means or by any other medium (collectively "in writing"), by
labeling such information as "CONFIDENTIAL INFORMATION" before the information is provided to the other
party (the "Receiving Party"); and  (C) with respect to information disclosed either verbally or in writing, by
notifying the Receiving Party, in writing within thirty (30) days of the disclosure, that the information identified in
such notice is designated Confidential Information effective as of the Receiving Party's receipt of such notice.
"Confidential Information" shall not include information that (A) is or shall become generally available without
fault of the Receiving Party, (B) is in the Receiving Party's possession prior to its disclosure by the Disclosing
Party, (C) is independently developed by the Receiving Party, or (D) is rightfully obtained by the Receiving Party
from third parties without similar restrictions.  This contract, and everything contained herein, is Confidential
Information.





	Section 





6.  	Further Rights Obligations and Limitations.





		6.1.  This Agreement does not transfer to Distributor or any of its End-Users ownership of the Content.





		6.2	No Warranty.  Distributor agrees that the Content and Service is provided by DITV "AS IS". DITV
DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS
AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE
CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM. 





		6.3.  Distributor shall indemnify DITV's and its Information Providers against any third party claims
and damages, including attorneys' fees and related expenses, arising out of Distributor's breach of this
Agreement. DITV shall indemnify Distributor against any third party claims and damages, including attorneys'
fees and related expenses, arising out of DITV's breach of this Agreement.








		6.4	Limitation.  In no event shall either party be liable to the other for any indirect, special,
exemplary or consequential damages, including lost profits, whether arising in contract or tort.  





		6.5	Assignment.  Distributor may assign this Agreement only with DITV's written consent,
which consent shall not be unreasonably withheld.  





		6.6	Beneficiaries.  The Information Providers may enforce this Agreement to the same extent
as DITV.   





		Section 7.  	General Terms





		7.1	Complete Agreement.  This is the complete and only agreement between the parties.  


		


		7.2	Applicable Law.  This Agreement and performance hereunder shall be governed by the laws of


the State of California  without giving effect to conflict of laws principles.  Any action or claim related to this
Agreement or performance hereunder shall be brought in the courts of the state in which the defendant is located,
and each party submits to the jurisdiction of such courts.  





		7.3	Notice.  Notices shall be delivered by hand or U.S. certified mail to the addresses set forth below.






	In Witness Whereof, the parties hereto have duly caused this Agreement to be executed as of the date
first above written.


										DIT VENTURES, INC., 												a Michigan corporation





					


										By:	___________________


											Kenneth Yeh 


											President 





										CHINESE MEDIA NET, INC.


										a New York corporation		











										By:	___________________


											Mingdi Yang


											VP of Marketing 





EXHIBIT A  Services, Charges, Payments





1.  	The Services:





DITV shall deliver the following Content via FTP to support the Service on the www.chinesenewsnet.com web site.

The Snapshot Charts will be delivered through a direct link from the World Wide Web.


 


TIME FINANCIAL NEWS





Quote888.com Proprietary News & Press Reports (20 articles in total)


Quote888.com Market Wrap


Quote888.com DJIA & Nasdaq Snapshot Charts





Installation Fees


	


		NOT APPLICABLE


	


Monthly Fees





		NOT APPLICABLE 











Exhibit B -- DITV End-User Agreement Provisions









	1.  Ownership.  End-User agrees that DIT Ventures, Inc. ("DITV") and its information providers retain all
proprietary right, title or interest, including copyright, in the stories, articles or other material, including but not
limited to text, images, and other multimedia data, that DITV provides as part of Distributor's Services (the
"Content").





	2.  Restrictions on Use.  End-User agrees that it will not copy nor license, sell, transfer, make available or
otherwise distribute the Content to any entity or person.  End-User shall use its best efforts to stop any such
copying or distribution immediately after such use becomes known.  





	3.  No Warranty.  The Content is provided "AS IS."  DITV AND ITS INFORMATION PROVIDERS
DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
RELATING TO THIS AGREEMENT, THE CONTENT AND ALL PERFORMANCE HEREUNDER.  DITV
and its information providers make no warranties regarding the completeness, accuracy or availability of the
Content.





	4.  Limitation of Liability.  In no event shall DITV or its information providers be liable to End-User or any
other person or entity for any direct, indirect, special, exemplary or consequential damages, including lost profits,
arising under this Agreement or from performance thereunder based in contract, negligence, strict liability or
otherwise, whether or not they or it had any knowledge, actual or constructive, that such damages might be
incurred.





	5.  Indemnification.  End-User shall indemnify and hold harmless DITV and its information providers against
any claim, damages, loss, liability or expense, including attorneys fees, arising out of End-User's use of the Content
in any way contrary to this Agreement.





	6.  Beneficiaries of this Agreement.  The rights and limitations in this DITV End-User Agreement are for the
benefit of DITV and its information providers, each of which shall have the right to enforce its rights hereunder
directly and on its own behalf.