Exhibit
      10.1 

    


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

     

    OPERATION
      AND MANAGEMENT RIGHT AGREEMENT

    


    Party
      A:
      Sale and Marketing Publishing House

     

    Add.:
      Suite A, 14/F Guanghui International Trade Center, No.15 Jingsan Rd, Zhengzhou,
      PRC

    


    Party
      B:
      Shenzhen Media Investment Co., Ltd.

     

    Add.:
      5D,
      Building C, Jinxiu Garden, overseas Chinese town, Nanshan District, Shenzhen,
      PRC 

    


    Party
      A
      is a
      large-scale publishing house approved by the General Administration of Press
      and
      Publication and Henan Provincial Government. 

     

    Party
      B
      is a
      management company which is specialized in cultural media related business,
      such
      as newspapers and magazines publication, etc.. 

     

    Under
      the
      background of China’s entry into WTO, in order to survive in the intensive
      competition, stabilize the management team, strengthen employees’ sense of
      responsibility, bring in employees’ collective wisdom and enthusiasm, fully
      utilize the social resource and capital, expand the firm’s capital and business
      scale, Party A decided to contract all of its business, operation and management
      right to Party B. This issue has been recorded under the file No. [2003]2 and
      approved by the Federation of Henan Light Industry, the Office of Henan Light
      Industry Administration, the General Administration of Press and Publication
      and
      Ministry of Foreign Trade and Economic Cooperation. 

     

    Party
      A
      decided to contract all of its business, operation and management rights to
      Party B. Based on mutual agreement between both parties, Party A and Party
      B
      reached an agreement of Operation and Management Right as follows:

     

    
      	
              A.

            	
              Party
                A contracts all the business, operation and management rights to
                Party B.
                The term of this contract is ten years, from November 1, 2003 through
                October. 31, 2013.

            


    

     

    
      	B.	
              Guarantee
                clause. In order to prevent any loss of the state-owned assets, Party
                B
                agrees to pay a lump sum deposit of RMB 10,109,300 ( equal to RMB
                1,010,930 per year x 10 years) to obtain the business, operation
                and
                management rights of Party A (according to No.007 (2003) assessment
                report
                of Henan Shi Ji Lian He accountants’ office). In addition, Party B
                promises that for the continuous three years from the commencement
                of the
                agreement, the realized annual income of Party A (including the sum
                of RMB
                1,010,930 per year and the bonus dividend from Party B) would not
                be lower
                than the after-tax profit of Party A in the year end 2003 (the “basic
                level”) (based on the FY2003 accounting statement of Party A). In the case
                that the realized income of Party A is lower than the basic level,
                Party A
                will have a priority in collecting the shortage before Party B to
                pay any
                dividend to the shareholders, until restoring the realized income
                of Party
                A to the basic level. In the case that the realized income of Party
                A is
                higher than the basic level, Party A receives dividend from Party
                B
                according to the proportion of its shareholding. Upon the contract
                expiration in ten years time, the lump-sum deposit that mention above
                is
                owned by Party A.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	C.	
              The
                operation and management rights granted to Party B by Party A
                include:

            


    

     

    
      	
              1.

            	
              Rights
                to publish, including publishing and printing affairs of all publications,
                and all other related operations owned by Party
                A.

            


    

     

    
      	
              2.

            	
              Advertising
                right, including exclusive right of advertising business of all the
                publications owned by Party A; 

            


    

     

    
      	
              3.

            	
              Right
                to use intangible assets, such as brand, trade mark, etc.(the ownership
                of
                the intangible assets belongs to Party
                A);

            


    

     

    
      	
              4.

            	
              Right
                of strategic decision-making and contracting with external parties
                in
                aspects of investment, joint venture, cooperation and
                contracting.

            


    

     

    
      	
              5.

            	
              The
                right of financial management and the operation of Party
                A;

            


    

     

    
      	
              6.

            	
              Right
                to obtain benefit: Party B bears all of the operating costs relating
                to
                the operation of Party A and is entitled to all revenues generated
                from
                the operation of Party A. 

            


    

     

    
      	D.	
              Terms
                of payment 

            


    

     

    Within
      15
      days after this agreement is signed, Party B remits the lump-sum payment of
      RMB
      10,109,300 to Party A’s account. 

     

    
      	E.	
              The
                management and personnel arrangements of the Operation and Management
                Right:

            


    

     

    
      	
              1.

            	
              After
                Party A grants to Party B with operation and management rights pursuant
                to
                this agreement, Party B has the obligation to pay the staffs of Party
                A
                with the same level of salary and welfares for three
                years.

            


    

     

    
      	
              2.

            	
              Party
                B carries on the operation and management of Party A according to
                the
                modern management system. Party B hires the general manager and the
                chief
                financial officer, who shall be in charge of the operation and management
                of Party A pursuant to this agreement.


            


    

     

    
      	
              3.

            	
              The
                responsibilities and duties of the chairman, general manager and
                the chief
                financial officer should be defined by the board of directors of
                Party B.
                

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	F.	
              The
                allocation of assets and profits

               

              Party A has the ownership of
                its assets
                (including the intangible assets). Party B could use the existing
                offices,
                buildings, equipment and vehicles of Party A by paying compensation
                to
                Party A. Party A charges the usage based on the depreciation of the
                assets. Both parities shall sign additional agreements regarding
                the usage
                of fixed assets.

            


    

     

    
      	G.	
              Insurance
                clause. Party B has the obligation to continue purchasing social
                insurance
                for the staff of Party B according to the state regulations and laws
                during the operation and management period.


            


    

     

    
      	H.	
              Upon
                the expiration of this agreement, Party B has the right of first
                refusal
                to renew the agreement.

            


    

     

    
      	I.	
              Treatment
                of Credit/Debt:

            


    

     

    Party
      A
      shall be responsible for the social insurance and welfare that Party A should
      have purchased for its staff before the commencement of the agreement but failed
      to do so. Party A should solely take all financial and legal liabilities
      caused/related to debts generated before the commencement of this agreement.
      

     

    
      	J.	
              Default:
                

            


    

     

    
      	
              1.

            	
              Once
                the agreement is signed and comes into force, the operation and management
                right granted to Party B is sole, exclusive and non-transferable.
                If Party
                B’s failure to fulfill the obligations under this agreement is caused
                by
                Party A, it will be considered as a breach of contract by Party A.
                If a
                suspension of publication is caused by the state’s publication policy,
                Party A does not bear the liability for breaching the contract, but
                should
                return Party B's corresponding remaining deposits (calculated on
                RMB
                1,010,930 per year basis).

            


    

     

    
      	
              2.

            	
              During
                the term of the agreement, Party B should take best effort to prevent
                damages of intangible assets of Party A such as the brand and trademark
                etc. If, during the term of the agreement, Party B terminates the
                agreement without a reasonable cause or transfers its operation and
                management rights under this agreement without Party A’s consent to a
                third party, or does not meet the minimum income requirements of
                Party A
                for the continuous three years, Party B will be liable for breaching
                of
                the contract.

               

              The
                violation of the above-mentioned clauses by
                either Party A or Party B should be considered as breach of contract.
                Either party shall be liable for its breach and compensate all actual
                losses incurred to the other party. In addition, the breaching party
                shall
                pay to the other party a penalty, which shall be equivalent to 50%
                of the
                registered capital of Party B. If Party A is the breaching party,
                it shall
                return to Party B corresponding deposit for the residual terms of
                the
                agreement (calculated as RMB 1,010,930 per year). If Party B is the
                breaching party, Party A does not need to return the corresponding
                deposits to Party B.

            


    

     

    
      	K.	
              Settlement
                of Disputes. 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 Shenzhen Arbitral
                Committee for arbitration. 

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	L.	
              This
                agreement will come into force as soon as it is duly signed, sealed
                by
                both parties and ratified by the concerned governmental authorities.
                This
                agreement shall be executed in five (5) copies. Each party holds
                two (2)
                copies, and the Office of Henan Light Industry Administration keeps
                one
                (1) copy for records.

            


    

     

    
 

    Party
      A:
      Sale and Marketing Publishing House

    /s/
      Yingsheng Li 

    (Corporate
      Seal)

    October
      23, 2003

    


    Party
      B:
      Shenzhen Media Investment Co., Ltd.

    /s/
      Xuping Li

    (Corporate
      Seal)

    October
      23, 2003

    


    
      
         

      

      
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