CONTENT 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 story on 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: /s/ Kenneth Yeh

  Kenneth Yeh

  President 
  


  

  

  CHINESE MEDIA NET, INC.

  a New York corporation 
  

  

  

  

  

  

  

  

  By: /s/ Mingdi Yang

  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.