Exhibit
      10.12

     

    [Cautionary
      Note: This Agreement has been translated into English from the original Chinese
      language version.] 

     

    Distribution
      Agreement 

     

    Party
      A:
      Shenzhen New Media Consulting Co., Ltd.  

     

    Party
      B:
      Huadao
      Consulting Co., Ltd 

     

    Huadao
      Consulting Co, Ltd. (“Party B”) is a corporation specialized in consultation and
      management of magazine publication and distribution. During the term of this
      agreement, if Party B intends to transfer all the rights and obligations under
      this agreement to other related party/parties, it must inform Party A in advance
      and receive written consent from Party A. 

     

    Upon
      bilateral agreement, Party A appoints Party B to serve as a sole distribution
      agent and consultant in the following-mentioned retail markets/regions. Both
      parties shall conduct the distribution according to the following
      terms..

     

    
      
        I. 
          Representations
          and Warranties 

      

    

     

    Both
      parties have state and guarantee that they have qualification to fulfill the
      terms of this agreement and such terms are in accordance with their business
      scope. Accordingly, both parties shall provide the following documents for
      records.

     

    Party
      A:

     

    	1.  	
            Copy
              of Business License

          


     

    	2.  	
            Prove
              of the ownership and rights (including the authority to sign this
              agreement and fulfill the stated obligations ) related to the magazines
              named “China Marketing” and “China Business & Trade” throughout the
              term of this agreement 

          


     

    Party
      B:

    Copy
      of
      business License

     

    II.
       Authorized
      Distribution Territories 

     

    Case
      Edition of China
      Marketing:
      national 

    Sales
      Edition of China
      Marketing:
      Shanghai, Nanjing and Beijing

    Channel
      Edition of China
      Marketing:
      Shanghai, Nanjing and Beijing

    China
      Business & Trade:
      Shanghai

     

    
      
        III.
          Term:
          

      

    

     

    The
      term
      of this agreement is from January 2006 to December 2006. The agreement would
      be
      renewed automatically if there is no opposition raised by either party at least
      two months before the expiration of this agreement.

     

    IV. Rules
      of Distribution

     

    1.
      The
      return rate of Case Edition of China
      Marketing
      is up to
      25% (except airports); 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.
      In
      order to improve the distribution in Beijing, Shanghai and Guangzhou, the return
      rates for the distribution in these three cities are flexible. However, Party
      B
      must guarantee that publications supposed to be distributed within these three
      cities would not be delivered to other areas.

     

    3. Domestic
      Airports

     

    Party
      B
      shall explore the market segment of domestic airports on best effort. The
      distribution shall be conducted on the commission basis. The return rate at
      the
      airports counts separately from other distribution channels. 

     

    4. Special
      channels

     

    Special
      channels refer to the approved special sale network (e.g. added distribution
      spot or convenience stores that approved by Party A). Party B shall make the
      best effort to distribute magazines through this channel. 

     

    V. Settlement
      Discount

     

    
      	i	
              National
                distribution discount (except ii-vi)
                58%

            


    

     

    
      	ii	
              All
                domestic airports: 50%

            


    

     

    
      	iii	
              Carrefour:
                50%

            


    

     

    
      	iv	
              Ming
                Jun book store inside of Shanghai subway station:
                55%

            


    

     

    
      	v	
              Case
                edition at Beijing Niu Mai and Niu Mai post office:
                56%

            


    

     

    
      	vi	
              Guangzhou
                Qian Kun Tai: 55% 

            


    

     

    VI. Settlement
      Method, Amount and Payment

     

    	1.  	
            Settlement
              Method

          


     

    	(1)  	
            Party
              B would be billed on the 30th
              day of each month (Starting from the third time issue, the billing
              date
              would be advances to 24th
              according to the advancement of publication date). Bills
              include:

          


     

    	·  	
            70%
              of the total amount of delivered magazines by Party A, plus
              

          


     

    	·  	
            30%
              of the total amount as deposit for the magazines delivered in prior
              90
              days

          


     

    	·  	
            Minus,
              the total returned amount shown in Party B’s account as of the
              30th
              day of such month (this amount should be the updated amount of return
              between last billing date and current billing
              date)

          


     

    	·  	
            Minus,
              other adjustments such as transportation fees paid by Party B on behalf
              of
              Party A. 

          


     

    	(2)  	
            Upon
              the confirmation, Party A’s tax rate is determined to be 13%. Party A
              would send out the tax invoice titled “Magazine” or “Edition” value added
              tax. Party B shall make the payment within 2 business days of receipt
              of
              such invoice.

          


     

    VII. Order
      and delivering Dates

     

    Orders
      shall be made before 26th
      of each
      month (Starting from the third edition, the order date shall be advanced to
      20th
      of each
      month in correspondent to the advancement of delivering date) 

     

    Delivery
      should be made before 6th
      of each
      month. On the date of delivery, Party A shall inform Party B in written of
      the
      delivery. At the same time, Party A shall provide information such as the
      delivery code and the phone number for picking up the magazines. (Starting
      from
      the third edition, the delivery date would be advanced to 1st
      of each
      month).

     

    VIII. Sales
      Target

     

    Both
      parties determined the sales target that stated within this agreement. The
      sale
      target is only for the references propose and it is nothing related to the
      terms
      of reward and penalty. Upon bilateral agreement, the sales target for the term
      of this agreement should be a 5% increase of sales from the previous
      period.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      order
      to protect both parties’ interests, Party A shall promise to continuously
      improve the quality of magazines, adopt the effective methods of promotion.
      During the term of this agreement, Party A shall inform Party B if it intends
      to
      adjust the magazine prices and design, publish additional editions and
      consolidating editions. Both parties should evaluate the market impacts of
      these
      changes and reach a bilateral agreement. If there is any substantial impact,
      an
      adjustment of sales target will be appropriate. 

     

    IX. Management
      of Delivery

     

    	1.  	
            Party
              A promises to select a transportation service company with good
              reputation. The magazines will be delivered to the places that requested
              by Party B according with the delivery documents. In case the delivery
              time is changed, Party A shall inform Party B 2 days before the delivery.
              If any delay, missing of magazines or damages caused by the transportation
              process, Party A shall bear all such financial
              losses.

          


     

    	2.  	
            Party
              A shall bear the transportation expense.

          


     

    	3.  	
            Returns
              and its related expense: except for Shanghai and Beijing, the expense
              caused by return of over 100 copies shall be charged on local distribution
              agents by Party B. Party B’s local branches shall be responsible for the
              returns under 100 copies. The expense of returns from Beijing and Shanghai
              shall be born by Party A. 

          


     

    X. Management
      of the Return

     

    
      	
            	1.	
              The
                period of return is: 

            


    

     

    For
      the
      secondary market segment, Party B starts to arrange returns within 45 days
       upon
      receipt of magazines and returns would be cleared within 90 days. For the
 special
      channel segment, Party B shall arrange the return within 90 days upon receipt
       of
      magazines and returns shall be cleared within 150 days.

     

    Party
      B
      shall be responsible for requesting and monitoring wholesales/ retailers to
       count
      for
      the unsold magazines every month. The deadline for account update for
 each
      publication shall be no later than 180 days after the delivery. No account
      updates  for
      wholesaler/retailer are allowed any time after the deadline. 

     

    Party
      B
      shall provide detailed return list to Party A. Upon the receipt of such list,
       Party
      A
      shall reply within 2 weeks. Late reply is deemed to be consent of return. The
      difference
      between actual return and the number of return stated on the list shall be
       settled
      upon bilateral agreements. 

     

    XI. Sale
      reporting form

     

    Party
      B
      should provide the sales reporting form to Party A on a timely basis.


    Party
      B
      should provide the feedback of the market to Party A.. 

     

    XII. Other

     

    	1)  	
            The
              settlement on the agreement
              termination.

          


     

    	1.1  	
            Both
              parties should estimate the return 2 months prior to the termination
              of
              the agreement. 

          


     

    	1.2  	
            Both
              parties should adjust the return rate 190 days prior to the date of
              the
              last delivery.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2)
      Confidentiality clause

     

    Both
      party A and party B promise to keep the trade secrets in connection with the
      distribution confidential. 

     

    3)  Liability
      for breach of this agreement

     

    
      	3.1	
              This
                agreement is legal enforceable after being signed by both party A
                and
                party B. The conforming party has the right to terminate the agreement
                15
                days after providing a written notice requesting the breaching party
                to
                cure the breach and require for compensation for losses suffered
                by the
                conforming party due the breach of the contract by the breaching
                party.
                

            


    

     

    
      	3.2	
              The
                failure to fulfill this agreement of either party due to the act
                of god
                would not be regarded as breach of agreement. However, such issue
                should
                be resolved though negotiation by both parties.


            


    

     

    	3.3  	
            This
              agreement is governed by the laws of PRC. All disputes between the
              parties
              arising out of or in connection with this agreement shall be settled
              between the parties by
              discussion and mutual accord. If a mutual accord cannot be reached
              between
              the parties, either party may submit the dispute to Shanghai Arbitral
              Committee for arbitration. 

          


     

    Party
      A: Shenzhen New Media Consulting Co., Ltd. China 

     

    Representative
      of party A: (signature)

    (Corporate
      Seal) 

     

    Date:
      April 3, 2006 

     

    Party
      B: Huadao Consulting Co., Ltd.

     

    Representative
      of party B: (signature)

    (Corporate
      Seal) 

     

    Date:
      April 3, 2006