ex10-8.htm


    Exhibit
10.8

    
 

    DATED 19TH DAY OF FEBRUARY
2008

     

    


     

    


     

    
      	
               
      

            	
              (1)

            	
              INTERMOST
      CORPORATION

            


    

     

    
      	
               
      

            	
              (2)

            	
              ENTITIES
      AND/OR INDIVIDUALS COLLECTIVELY REFERRED TO AS
  “INVESTORS”

            


    

     

    


     

    ________________________________________________

     

     

    JOINT
VENTURE AGREEMENT

     

    ________________________________________________

     

    


     

    


     

    Yuen
& Partners

    Solicitors

    10th
Floor Chiyu Bank Building

    78
Des Voeux Road Central

    Hong
Kong

    Ref:
01/01/10184/01

    


     


    
      
         


      

      
         


         


      

      
         


      

    


    THIS AGREEMENT is made on the
19th day of February 2008

     

    BETWEEN:

     

    
      	
              (1)

            	
              INTERMOST CORPORATION,
      is a company listed on the OTCBB with its office at 31st Floor, B31-23
      Guomao Building, Renmin Road (South), Shenzhen, 518001, People’s Republic
      of China (“IMOT”);

            


    

     

    
      	
              (2)

            	
              Entities
      and/or individuals more particularly set out in Schedule 1 herein.
      (collectively referred to as “Investors”).

            


    

     

    WHEREAS:


     

    
      
        	
                (A)

              	
                IMOT
      is a company listed on the OTCBB.

              


      

      


      
        	
                (B)

              	
                Chinae.com
      Investment Consultant (Shenzhen) Company Limited, Chinae.com Technology
      (Shenzhen) Company Limited, Chinae.com E-Commerce Company Limited,
      Shenzhen International Hi-Tech Property Right Exchange Center 深圳國際高新技術產權交易所,
      Hainan S.E.Z Property Rights Exchange Center 海南經濟特區產權交易中心
      and Chinae.com Advertising中貿網視點廣告
      (those English company names are translated from their Chinese company
      names) are wholly-owned subsidiaries or related companies of IMOT and are
      all involved in the business relating to the China Equity Exchange
      Platform (www.chinae.com)
      with agreed value of US$1.5 million. (“Chinae”).  A
      group structure of Chinae is annexed as Annexure
  “A”.

              


      

      


      
        	
                (C)

              	
                On
      5th September 2007, the board of directors of IMOT has resolved to
      restructure and to incorporate a new corporation for the purpose of
      continuing the business of Chinae and to apply for separate listing on the
      OTCBB (“the Resolution”).

              


      

      


      
        	
                (D)

              	
                IMOT
      and the Investors will incorporate a new company under the laws of British
      Virgin Islands with limited liability (the “JV Company”) in
      accordance to the terms of a Chinese letter of intent (認購投資意向書)
      (“the Letter of
      Intent”).

              


      

      


      
        	
                (E)

              	
                The
      parties hereto wish to enter into this Agreement to provide rights and
      duties and further regulate their respective responsibilities towards
      management of the business and affairs of the JV
  Company.

              


      

    

     

    
      	
               
      

            	
              NOW IT IS HEREBY AGREED
      as follows:

            


    

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.01

            	
              In
      this Agreement, unless the context requires otherwise the following
      expressions shall have the following meanings
:-

            


    

     


    
      
         


      

      
        1

         


      

      
         


      

    


    
      
        	
                “Accounts”

                 

              	
                means
      the unaudited balance sheet and operations of Intermost Focus Advertising
      Company Ltd, ChinaE.com Information Technology Ltd, ChinaE.com Investment
      Consultant (Shenzhen) Ltd, ChinaE.com – SI and ChinaE.com Technology
      (Shenzhen) Ltd are as at 30th November 2007, copies annexed as Annexure
      “B”;

                 

              
	
                “Agreement”

              	
                means
      this agreement or as it may from time to time be supplemented or
      amended;

                 

              
	
                “Articles”

              	
                means
      the Memorandum and Articles of Association of the JV Company
;

                 

              
	
                “Board
      of Directors”

              	
                means
      the board of directors of the JV Company;

                 

              
	
                “Business
      Day”

              	
                means
      a day on which banks in Hong Kong are open for normal banking business
      (excluding Saturdays and Sundays);

                 

              
	
                “BVI”

              	
                means
      the British Virgin Islands;

                 

              
	
                “Mr.
      Deng”

              	
                means
      Deng Xiang Xiong (鄧湘雄),
      holder of PRC Identity Card No.440301660504561;

                 

              
	
                “Directors”

              	
                means
      directors of the JV Company ;

                 

              
	
                “Hong
      Kong”

              	
                means
      the Hong Kong Special Administrative Region of the People’s Republic of
      China;

                 

              
	
                “Letter
      of Intent”

              	
                means
      the Chinese letter of intent認購投資意向書agreed
      by the parties herein, copy of which is annexed as Annexure
      “C”;

                 

              
	
                “OTCBB”

                 

              	
                means
      Over The Counter Bulletin Board;

              
	
                “PRC”

              	
                means
      the People’s Republic of China;

                 

              
	
                “Resolutions”

              	
                means
      the resolutions passed by the board of directors of IMOT on 5th September
      2007, copy of which is annexed as Annexure “D”;

                 

              
	
                “Shareholders”

              	
                means
      collectively IMOT and the Investors and/or any person holding any Share
      from time to time, and “Shareholder” means any one of them;

                 

              


      

    


    
      
         


      

      
        2

         


      

      
         


      

    


    


    
      	
              “Shares”

            	
              means
      the ordinary shares of US$0.01 in the capital of
      the JV Company together with all rights
      attaching thereto;

            
	 
      	 
      
	
              “Shares
      Transfer Provisions”

            	
              means
      the provisions herein relating to the transfer
      of Shares;

            
	 
      	 
      
	
              “Territories”

            	
              means
      PRC;

            
	 
      	 
      
	
              “US”

            	
              means
      United States of America.

            


    

    


    
      
        	
                1.02

              	
                References
      to statutory provisions shall be construed as references to those
      provisions as amended or re-enacted or as their application is modified by
      other provisions (whether before or after the date hereof) from time to
      time and shall include any provisions of which they are re-enactments
      (whether with or without
modification).

              


      

      


      
        	
                1.03

              	
                References
      herein to Clauses and Schedules are to clauses in and schedules to this
      Agreement unless the context requires otherwise and the Schedule to this
      Agreement shall be deemed to form part of this
  Agreement.

              


      

      


      
        	
                1.04

              	
                The
      expressions “IMOT”, the “Investors” and the “JV Company” shall, where the
      context permits, include their respective successors and permitted
      assigns.

              


      

      


      
        	
                1.05

              	
                The
      headings are inserted for convenience only and shall not affect the
      construction of this Agreement.

              


      

      


      
        	
                1.06

              	
                References
      to “persons” shall include bodies corporate, unincorporated associations
      and partnerships (whether or not having separate legal
      personality).

              


      

      


      
        	
                1.07

              	
                Unless
      the context requires otherwise, words importing the singular include the
      plural and vice versa and words importing a gender include every
      gender.

              


      

      


      
        	
                1.08

              	
                A
      document expressed to be “in the approved terms”
      means a document the terms of which have been approved by or on behalf of
      the parties hereto and a copy of which has been signed for the purposes of
      identification by or on behalf of the parties
  hereto.

              


      

      


      2.         THE JOINT
VENTURE

      


      
        	
                2.01

              	
                Subject
      to the terms of the Resolutions and Letter of Intent, IMOT and the
      Investors shall promote the JV Company as a joint venture between
      them.

              


      

    


    
      
         


      

      
        3

         


      

      
         


      

    

     

    
      
        	
                2.02

              	
                The
      JV Company shall continue to carry on the business of Chinae, or such
      variation, extension or limitation of those activities as may be made from
      time to time in accordance with this
Agreement.

              


      

      


      
        	
                2.03

              	
                IMOT
      undertake and agree to exercise the best endeavours to approve and/or
      assist the spin off the Chinae and the listing of the JV Company in
      OTCBB.

              


      

      


      
        	
                2.04

              	
                The
      parties expressly agreed that the post-restructure of IMOT will be as set
      out in Annexure “A” herein.

              


      

      


      3          CONDITIONS

      


      
        	
                3.01

              	
                The
      provisions of this Agreement (other than this clause 3) are conditional
      on:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                the
      terms of this Agreement being approved by the board of directors of IMOT
      and in compliance with the memorandum and articles of associations of the
      JV Company and IMOT; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      completion of the incorporation of the JV Company;
  and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      Accounts represent a true and complete picture of the financial status of
      the individual companies and there being no material difference between
      the date of the Accounts and at
Completion.

              


      

      


      4.     
   COMPLETION

      


      
        	
                4.01

              	
                Within
      5 Business Days after the fulfilment or waiver of the conditions set out
      in clause 3.01, the parties shall comply with their obligations under
      clause 4.03, 4.04 and 4.05.

              


      

      


      
        	
                4.02

              	
                Completion
      shall take place at such other place or time as the parties may
      agree.

              


      

      


      
        	
                4.03

              	
                IMOT
      and the Investors shall procure that an extraordinary general meeting of
      the JV Company is duly convened and held at which there are proposed and
      passed an ordinary resolutions of the JV Company to allot and issue the
      Shares referred to in clause 4.04 on the terms referred to
      therein.

              


      

      


      4.04     Forthwith
upon the provisions of clause 4.03 being complied with—

      


      
        	
                 
      

              	
                (a)

              	
                JV
      Company to allot 60,000,000 Shares to IMOT in return of provision of
      assets to the JV Company for cash at par based on the agreed value of
      Chinae at US$1.5 million PROVIDED that out of the said 60,000,000 Shares
      to be subscribed by IMOT, 11,000,000 Shares shall be stakehold by Messrs.
      Yuen & Partners, Solicitors of 10th Floor, Chiyu Bank Building, 78 Des
      Voeux Road Central until the intended listing on the OTCBB.  If
      the intended listing is unsuccessful, the said 11,000,000 Shares shall be
      transferred to the Investors in accordance with clause 4.04
      herein;

              


      



    
      
         


      

      
        4

         


      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              JV
      Company to allot 40,000,000 Shares to the Investors at the subscription
      price of US$0.025 per share;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Investors shall each pay to the JV Company the subscription moneys in
      respect of the Shares subscribed for into the following bank
      account:

            


    

     

    
      	
              Beneficiary

            	
              :

            	
              YUEN
      & PARTNERS

            
	
              Bank

            	
              :

            	
              The
      Hongkong & Shanghai Banking

            
	 
      	 
      	
              Corporation
      Limited

            
	
              Address

            	
              :

            	
              Ground
      Floor, Tin On Building,

            
	 
      	 
      	
              777
      Cheung Sha Wan Road, Kowloon, Hong Kong

            
	
              Bank
      Account No. (HK$)

            	
              :

            	
              178-252888-001

            
	
              Bank
      Swift

            	
              :

            	
              HSBCHKHHHKH

            


    

    


     

    
      	
               
      

            	
              or
      any designated accounts given by the Board of
  Directors;

            


    

     

    
      	
               
      

            	
              (d)

            	
              IMOT
      and the Investors shall each appoint one nominee as a Director and jointly
      appoint Mr. Deng as the third
Director;

            


    

     

    
      	
               
      

            	
              (e)

            	
              IMOT
      shall transfer the ownership of Chinae to the JV Company with the PRC
      lawyer’s assistance and all costs of transfer shall be borne by the JV
      Company;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Board shall pass such other resolutions and do such other things as are
      necessary in order to comply with the provisions of clause
    7.

            


    

     

    
      	
              4.05

            	
              If
      the listing failed, the new investors shall receive a total of 11,000,000
      shares from the JV Company and their total share holding shall be 51%.
      However, disposal or movements of the Assets of the JV Company must obtain
      two-third of the total shareholders’
approval.

            


    

     

    
      	
              5.

            	
              INTENDED LISTING ON
      OTCBB

            


    

     

    
      	
              5.01

            	
              It
      is expressly agreed that IMOT and the Investors intend to list the JV
      Company on the OTCBB.

            


    

     

    
      	
              5.02

            	
              All
      parties agree to appoint Yorkshire Capital Limited as consultant for the
      listing and the remuneration shall be agreed in due
  course.

            


    

     

    
      	
              6.

            	
              MANAGEMENT OF THE JV
      COMPANY

            


    

     

    
      	
              6.01

            	
              The
      Board of Directors shall comprise of no less than 3 Directors. IMOT shall
      appoint 2 directors, one of them being Mr. Deng and the Investors shall
      appoint 1 director. Those persons shall be appointed as directors of the
      JV Company pursuant to the
Articles.

            


    

     


    
      
         


      

      
        5

         


      

      
         


      

    


    
      	
              6.02

            	
              Mr.
      Deng shall be appointed as the first Chairman of the Board pursuant to the
      Articles until the first AGM of the JV
Company.

            


    

     

    
      	
              6.03

            	
              After
      the signing of this Agreement, IMOT shall appoint Mr. Deng to be its
      representative to handle, negotiate and enter into agreements in relation
      to the accounting and legal arrangement in preparation of the intended
      listing of the JV Company.

            


    

     

    
      	
              6.04

            	
              Meetings
      of the Board shall take place at such time or times as may be required but
      not in any event at intervals of more than three months calculated from
      the date of Completion. Unless otherwise agreed in writing by all the
      Directors, at least seven (7) clear Business Days’ notice in writing shall
      be given of each meeting of the Board, which notice shall specify in as
      great a detail as is practicable the business to be considered at the
      meeting.

            


    

     

    
      	
              6.05

            	
              The
      quorum necessary to constitute a meeting of the Board shall be 2 except
      those Reserved Matters set out in Clause
7.

            


    

     

    
      	
              6.06

            	
              Save
      and except Clause 7.02, any question arising at any meeting of the
      Directors shall be decided by all of the Directors (or their alternates)
      present or by written resolutions.

            


    

     

    
      	
              6.07

            	
              Subject
      to Clause 6.08, for efficient and smooth operation of the JV Company, the
      Chairman of the Board shall be empowered to handle and authorise the
      day-to-day operations of the JV Company, including the payments of rent,
      salaries etc PROVIDED that the Chairman of the Board will, upon request,
      provide to the Board a detailed account of all such payment authorised by
      him. Other major decisions involving large capital investment shall be
      resolved by the Board.

            


    

     

    
      	
              6.08

            	
              The
      JV Company will maintain 2 bank accounts with initial deposit of
      US$500,000.00 each from the Investors investment
  money:

            


    

     

    
      	
               
      

            	
              (a)

            	
              account
      A (open in Hong Kong) will be operated by Mr. Deng and a representative of
      IMOT jointly and used for the purpose of listing costs by budget which has
      pre approved from the Board of
Directors.

            


    

     

    
      	
               
      

            	
              (b)

            	
              account
      B (open in PRC) will be operated by Mr. Deng and a representative of the
      Investors jointly and used for the purpose of to cover all daily operation
      expenses.

            


    

     

    
      	
               
      

            	
              (c)

            	
              written
      consent from the other party shall be required for withdrawal from either
      account over and above the respective
limit.

            


    

     

    
      	
              6.09

            	
              The
      renumeration of Mr. Deng will be decided by the
  Board.

            


    

     


    
      
         


      

      
        6

         


      

      
         


      

    


    
      	
              6.10

            	
              Quarterly
      Management Account

            


    

     

    
      	
               
      

            	
              A
      quarterly unaudited statements of profit and loss and balance sheets
      prepared in accordance with US Acceptable Accounting Standards &
      Principals must be submitted to IMOT for review and reporting to public
      and in accordance with a format to be delivered to the JV Company from
      IMOT.

            


    

     

    
      	
              6.11

            	
              Dividends
      paid or to be paid by Shenzhen High-Tech Equity Exchange in 2007 to IMOT
      and thereafter shall be distributed in accordance with the shareholdings
      of JV Company.

            


    

     

    
      	
              7.

            	
              RESERVED
      MATTERS

            


    

     

    
      	
              7.01

            	
              Except
      in respect of any matter expressly provided for herein, for the purposes
      of this Agreement the following matters are Reserved Matters which
      required 3 directors to approve—

            


    

     

    
      	
               
      

            	
              (a)

            	
              save
      and except in the event of inadequacy of operation expenses, Deng will be
      responsible to raise further fund/loan to perform the listing, the
      creation or issue of any share or loan capital or any obligation
      convertible into share capital or loan capital or increase of authorised
      shares of the JV Company must be approved by 3
  directors;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      grant of any option of the JV
Company;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      consolidation, sub-division or alteration of any rights attached to any
      share capital of the JV Company, the purchase by the JV Company of its own
      shares, the reduction of its share capital, the capitalisation of any
      amount standing to the credit of any reserve of the JV Company or the
      reorganisation of any of the share capital of the JV
    Company;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      incorporation or acquisition of any subsidiary or the subscription for or
      the acquisition of any shares or other securities or interest in any
      company;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      giving of any guarantee or indemnity not in the ordinary course of
      business;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      declaration and/or payment of any dividend otherwise than in accordance
      with clause 8;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      grant to any person of a right to appoint any director of the JV Company,
      the entering into of any agreement for the management of the JV Company or
      the incurring of any management
charges;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      appointment or removal of the Auditors (other than the re-appointment of
      the first auditors of the JV
Company);

            


    

     


    
      
         


      

      
        7

         


      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              the
      changing of any of the accounting principles or conventions of the JV
      Company, otherwise than as required by law or in order to comply with any
      applicable statement of standard accounting practice or Financial
      Reporting Standard;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      alteration of any provision of the Memorandum or Articles or the passing
      of any resolution inconsistent with any such
  provision;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      provision of any credit or making of a loan or advance for any person
      other than in the normal course of the
Business;

            


    

     

    
      	
               
      

            	
              (1)

            	
              any
      material variation, extension or limitation of the nature or scope of the
      Business;

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      commencement or defence of any legal proceedings or arbitration, other
      than routine debt collection;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      purchase, lease or acquisition of any site or building for use in the
      Business and/or any immovable property which is substantial in relation to
      the JV Company or the acquisition of any other
  business;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      sale, lease, transfer, mortgage, charge, pledge or other disposition of
      the whole or a substantial part of the JV Company’s undertaking or any
      material asset of the JV Company or any agreement to effect any of the
      foregoing;

            


    

     

    
      	
               
      

            	
              (p)

            	
              any
      transaction between the JV Company and any Shareholder (or any Member of
      its Group) otherwise than on arm’s length
terms;

            


    

     

    
      	
               
      

            	
              (q)

            	
              the
      presentation of any petition or passing of any resolution for the JV
      Company to be put into administration or to be wound up;
    and

            


    

     

    
      	
               
      

            	
              (r)

            	
              the
      borrowing of any money or giving of any guarantee, indemnity or
      security.

            


    

     

    
      	
              7.02

            	
              All
      matters will be conducted in accordance to the provisions of the
      memorandum and articles of associations of the JV Company including but
      not limited to 2 matters, 2 directors’ approval is
      sufficient:-

            


    

     

    
      	
               
      

            	
              (i)

            	
              In
      case of insufficient operation expense i.e. available cash bank balance
      below US$200,000.00, Deng can raise further fund from Investors or other
      investor to perform the listing but the said subscribed price cannot be
      lower than US$0.025 per Share.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Placement
      to any investors with placement price not less than US$0.025 per
      Share.

            


    

     


    
      
         


      

      
        8

         


      

      
         


      

    

     

    


    
      	
              7.03

            	
              Notwithstanding
      anything to the contrary in this Agreement or the provisions of the
      memorandum and articles of associations of the JV Company, should there be
      any matters in Clauses 7.01 and 7.02 related to the creation, issue or
      subscription of any Shares, the price of the Share cannot be set below US
      $0.025 per share.

            


    

     

    
      	
              8.

            	
              DIVIDENDS

            


    

     

    Except
Clause 6.11, dividends shall be declared and paid by the JV Company at such
times and in such amounts as shall be determined by the Board of
Directors.

     

    
      	
              9.

            	
              TRANSFER OF
      SHARES

            


    

     

    
      	
              9.01

            	
              All
      parties are hereby agreed that upon the JV Company listing in OTCBB, all
      Shares belonged to IMOT will be distributed to IMOT shareholders on a pro
      rata basis. Details of distribution will be approved by both Board and
      board of directors of IMOT.

            


    

     

    
      	
              9.02

            	
              Subject
      to Clause 9.01 and before listing in OTCBB, no Shareholder shall sell,
      transfer, mortgage, charge, encumber or otherwise dispose of any Share or
      any interest therein except in accordance with the provisions of this
      Clause 9.

            


    

     

    
      	
              9.03

            	
              Subject
      to Clause 9.01 and before listing in OTCBB, a Shareholder may transfer its
      Shares to any other person provided
that—

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      transfer is made in accordance with the Clause
  9;

            


    

     

    
      	
               
      

            	
              (b)

            	
              except
      in the case of a transfer from one Shareholder to another, the proposed
      transferee has agreed in writing with the other parties to this Agreement
      to assume all future obligations of the transferor, and otherwise to be
      bound by all the applicable provisions thereof, as if it were a party
      thereto;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      transferee has agreed in writing with the other parties to this Agreement
      to be bound by all the provisions of this Agreement;
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      necessary consent has been obtained for the
  transfer.

            


    

     

    
      	
              9.04

            	
              Subject
      to Clause 9.01 and before listing in OTCBB, the Shareholders shall procure
      that the Directors approve for registration any transfer of Shares which
      complies with the provisions of this Clause 9, and decline to approve for
      registration any other transfer of
Shares.

            


    

     

    
      	
              9.05

            	
              Upon
      any Shareholder ceasing to hold any Shares, subject to compliance with the
      provisions of clause 9.03—

            


    

     

    
      	
               
      

            	
              (a)

            	
              all
      future obligations of that Shareholder shall cease;
  and

            


    

     

    


    
      
        
           


        

        
          9

           


        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              the
      Shareholders and the JV Company shall use their best endeavours to procure
      the   termination, in relation to any future obligation
      thereunder, of any guarantee given to a third party for the benefit of the
      JV Company by that Shareholder.

            


    

     

    10.       CONFIDENTIALITY

     

    
      	
              10.01

            	
              For
      the purposes of this Agreement “Restricted Information” means, in relation
      to each party to this Agreement (“the Recipient”) any information which is
      disclosed to that party by another party (“the Informant”) pursuant to or
      in connection with this Agreement, whether orally or in writing or any
      other medium, and whether or not the information is expressly stated to be
      confidential or marked as such.

            


    

     

    
      	
              10.02

            	
              The
      Recipient undertakes with the Informant that, except as provided by clause
      10.03 or as authorised in writing by the Informant, it shall, at all times
      during the continuance of this Agreement and within one year after its
      termination—

            


    

     

    
      	
               
      

            	
              (a)

            	
              use
      its best endeavours to keep confidential all Restricted
      Information;

            


    

     

    
      	
               
      

            	
              (b)

            	
              not
      disclose any Restricted Information to any other
  person;

            


    

     

    
      	
               
      

            	
              (c)

            	
              not
      use any Restricted Information for any purpose otherwise than as
      contemplated by and subject to the terms of this
  Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              not
      make any copies of, record in any way or part with possession of any
      Restricted Information; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              ensure
      that none of its directors, officers, employees, agents or advisers does
      any act which, if done by that party, would be a breach of the provisions
      of (a), (b), (c) or (d) above.

            


    

     

    
      	
              10.03

            	
              The
      Recipient may—

            


    

     

    
      	
               
      

            	
              (a)

            	
              disclose
      any Restricted Information to—

            


    

    
      	
               
      

            	
              (i)

            	
              any
      sub-contractor, supplier or licensee of the
  Recipient;

            


    

    
      	
               
      

            	
              (ii)

            	
              any
      bona fide transferee of the Recipient’s
Shares;

            


    

    
      	
               
      

            	
              (iii)

            	
              any
      governmental or other authority or regulatory body;
  or

            


    

    
      	
               
      

            	
              (iv)

            	
              any
      employees of that party or any of the aforementioned
    persons;

            


    

     

    to
such extent only as is necessary for the purposes contemplated by this
Agreement, or as required by law, and in each case (except where the disclosure
is to any such body as is mentioned in (iii) above or any employees of any such
body) subject to the Recipient first obtaining a written undertaking in favour
of the Informant from the person in question, as nearly as practicable in the
terms of this clause, to keep the Restricted Information confidential and to use
it only for

     

    


    
      
        
           


        

        
          10

           


        

        
           


        

      

    

    


    the
purposes for which the disclosure is made, and submitting the same to the
Informant; or

     

    
      	
               
      

            	
              (b)

            	
              use
      any Restricted Information for any purpose, or disclose it to any other
      person, to the extent only that—

            


    

    
      	
               
      

            	
              (i)

            	
              the
      Recipient can demonstrate from its written records that it was known to
      the Recipient at the time when it was disclosed by the
      Informant;

            


    

    
      	
               
      

            	
              (ii)

            	
              after
      being disclosed by the Informant it is disclosed to the Recipient by any
      other person otherwise than in breach of any obligation of confidentiality
      owed to the Informant; or

            


    

    
      	
               
      

            	
              (iii)

            	
              it
      is at the date of this Agreement, or at any time after that date becomes,
      public knowledge through no fault of the Recipient, provided that in doing
      so the Recipient does not disclose any part of that Restricted Information
      which is not public knowledge.

            


    

     

    
      	
              10.04

            	
              The
      provisions of this clause 10 shall continue in force in accordance with
      their terms, notwithstanding the termination of this Agreement for any
      reason.

            


    

     

    
      	
              11.

            	
              FORCE
      MAJEURE

            


    

     

    
      	
              11.01

            	
              For
      the purposes of this Agreement “Force Majeure” means any circumstances
      beyond the reasonable control of either party (including, without
      limitation, any strike, lock-out or other form of industrial
      action).

            


    

     

    
      	
              11.02

            	
              If
      any party is unable to comply with any of its obligations under this
      Agreement because of Force Majeure it shall forthwith notify the other
      parties of the nature and extent of the Force
  Majeure.

            


    

     

    
      	
              11.03

            	
              No
      party shall be deemed to be in breach of this Agreement, or otherwise be
      liable to any other party, by reason of any delay in performance, or the
      non-performance, of any of its obligations hereunder, to the extent that
      the delay or non-performance is due to any Force Majeure of which it has
      notified the other parties, and the time for performance of that
      obligation shall be extended
accordingly.

            


    

     

    
      	
              11.04

            	
              If
      the performance by any party of any of its obligations under this
      Agreement is affected by Force Majeure for a continuous period in excess
      of 6 months, [the parties shall enter into bona fide discussions with a
      view to alleviating its effects, or to agreeing upon such alternative
      arrangements as may be fair and reasonable] [any of the other parties
      shall be entitled to terminate this Agreement by giving written notice to
      the other parties].

            


    

     

    
      	
              12.

            	
              DURATION AND
      TERMINATION

            


    

     

    
      	
              12.01

            	
              Subject
      as provided in the following provisions of this clause, this Agreement
      shall continue in force for a period of one year from its date, and shall
      terminate at the end of that period unless at any time before the expiry
      of that period the parties agree
that

            


    

     

    


    
      
        
           


        

        
          11

           


        

        
           


        

      

    

    


    it
shall continue in force or at the time until the JV Company goes public or list
and trade on any stock exchange anywhere in the world.

     

    
      	
              13.

            	
              EFFECTS OF
      TERMINATION

            


    

     

    
      	
              13.01

            	
              Upon
      the termination of this Agreement for any
  reason—

            


    

     

    
      	
               
      

            	
              (a)

            	
              any
      provision of this Agreement which is expressed to continue in force after
      termination shall continue in full force and effect;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              subject
      as provided in this clause 13, and except in respect of any accrued
      rights, the parties shall not be under any further obligation to each
      other.

            


    

     

    
      	
              14.

            	
              NATURE OF
      AGREEMENT

            


    

     

    
      	
              14.01

            	
              Subject
      as contemplated by clause 14.02, this Agreement is personal to the parties
      and none of them may assign, mortgage, charge (otherwise than by floating
      charge) or sub-licence any of its rights hereunder, or sub-contract or
      otherwise delegate any of its obligations hereunder, except with the
      written consent of the other
parties.

            


    

     

    
      	
              14.02

            	
              Nothing
      in this Agreement shall create, or be deemed to create, a partnership, or
      the relationship of principal and agent, between the parties or any of
      them.

            


    

     

    
      	
              14.03

            	
              This
      Agreement contains the entire agreement between the parties with respect
      to its subject matter and may not be modified except by an instrument in
      writing signed by the duly authorised representatives of the
      parties.

            


    

     

    
      	
              14.04

            	
              Each
      party acknowledges that, in entering into this Agreement, it does not do
      so in consideration of or in reliance on any representation, warranty or
      other provision except as expressly provided in this Agreement, and all
      conditions, warranties or other terms implied by statute or common law are
      excluded to the fullest extent permitted by
law.

            


    

     

    
      	
              14.05

            	
              If
      any provision of this Agreement is held by any court or other competent
      authority to be invalid or unenforceable in whole or in part, this
      Agreement shall continue to be valid as to its other provisions and the
      remainder of the affected
provision.

            


    

     

    
      	
              14.06

            	
              No
      failure or delay by any party in exercising any of its rights under this
      Agreement shall be deemed to be a waiver thereof and no waiver of a breach
      of any provision of this Agreement shall be deemed to be a waiver of any
      subsequent breach of the same or any other
  provision.

            


    

     

    


    
      
        
           


        

        
          12

           


        

        
           


        

      

    

    


    
      	
              14.07

            	
              Where
      any provision of this Agreement applies expressly or by implication to the
      JV Company, the Shareholders shall procure that the JV Company complies
      with that provision.

            


    

     

    
      	
              15.

            	
              ARBITRATION

            


    

     

    
      	
              15.1

            	
              Any
      dispute, difference or disagreement arising out of or in connection with
      this Agreement may (subject to Clause 15.2) be referred by either party to
      the arbitration of a single arbitrator appointed by agreement between the
      parties or, in default of agreement between the parties within 30 days of
      a request in writing for a reference to arbitration, appointed by the
      President of The Law Society on the application of either
      party.

            


    

     

    
      	
              15.2

            	
              Prior
      to any dispute, difference or disagreement being referred to expert
      determination or arbitration pursuant to Clause 15.1, as the case may be,
      the parties shall seek to resolve the matter as
  follows—

            


    

     

    
      	
               
      

            	
              (a)

            	
              in
      the first instance the matter shall be considered by all parties; but if
      they are not able to resolve the matter within 30 days (and it is expected
      that this will only be the case on rare occasions in extreme
      circumstances), then;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      matter shall be referred for consideration by the chief executive of each
      party; but if they are not able to resolve the matter within a further 30
      days, then the provisions of clause 15.1 shall take
  effect.

            


    

     

    
      	
              16.

            	
              NOTICES

            


    

     

    
      	
              16.01

            	
              Any
      notice, claim, demand, court process, document or other communication to
      be given under this Agreement (collectively “communication” in this Clause)
      shall be in writing in the English language and must be served or given
      personally or sent to the facsimile numbers (if any) of the relevant party
      and marked for the attention and/or copied to such other person as
      specified in Clause 16.03.

            


    

     

    
      	
              16.02

            	
              Except
      as otherwise provided herein, all communications shall be served by the
      following means and the addressee of a communication shall be deemed to
      have received the same within the time stated adjacent to the relevant
      means of despatch:

            


    

     

    
      	
              Means of
      dispatch

               

            	
              Time of deemed
      receipt

               

            
	
              Personal
      delivery

            	
              Upon
      delivery

            
	
              Local
      mail or courier

            	
              1
      Business Day after posting

            
	
              Facsimile

            	
              on
      despatch during normal business hour with confirmation of successful
      transmission

            
	
              Air
      courier/Speedpost

            	
              3
      Business Days

            
	
              Airmail

            	
              5
      Business Days

            


    

    


     

    


    
      
        
           


        

        
          13

           


        

        
           


        

      

    

    


    
      	
              16.03

            	
              The
      initial addresses and facsimile numbers of the parties for the service of
      communications, the person for whose attention such communications are to
      be marked and the person to whom a communication is to be copied are as
      follows:

            


    

     

    If to IMOT:

     

    
      	
               
      

            	
              Address:

            	
              31st
      Floor, B31-23 Guomao Building, Renmin Road (South), Shenzhen, 518001,
      People’s Republic of China.

            


    

     

    
      	
               
      

            	
              Facsimile
      no.:

            	
              86-755-8221
      0133

            


    

     

    If to the
Investors:

    [Refer
to Schedule 1]

     

    
      	
              17.

            	
              MISCELLANEOUS

            


    

     

    
      	
              17.01

            	
              Each
      party shall from time to time (both during the continuance of this
      Agreement and after its termination) do all such acts and execute all such
      documents as may be reasonably necessary in order to give effect to the
      provisions of this Agreement.

            


    

     

    
      	
              17.02

            	
              All
      parties hereby agree that all costs of and incidental to the preparation,
      execution and implementation of this Agreement shall be borne by the JV
      Company notwithstanding the JV Company is not a party to this
      Agreement.

            


    

     

    
      	
              17.03

            	
              Except
      as required by law or the requirements of any relevant stock exchange, no
      party shall make any press or other public announcement concerning any
      aspect of this Agreement without first obtaining the agreement of the
      other parties to the text of that
announcement.

            


    

     

    
      	
              17.04

            	
              Should
      there be any conflict between this Agreement and the Memorandum and
      Articles of Association of the JV Company, this Agreement
      prevails.

            


    

     

    
      	
              18.

            	
              PROPER
      LAW

            


    

     

    
      	
              18.01

            	
              This Agreement shall be
      governed by and construed in accordance with Hong Kong
  law.

            


    

     

    
      	
              18.02

            	
              The
      courts of Hong Kong are to have non-exclusive jurisdiction to settle any
      disputes which may arise out of or in connection with this Agreement and
      accordingly any legal action or proceedings arising out of or in
      connection with this Agreement (“Proceedings”) may be
      brought in such courts. Each of the parties hereto irrevocably submits to
      the jurisdiction of such courts in connection with legal proceedings
      against one another to enforce the provisions of the Agreement (but not
      with respect to any proceedings brought by a third party) and waives any
      objections to Proceedings in

            


    

     

    


    
      
        
           


        

        
          14

           


        

        
           


        

      

    

    


    such
courts on the ground of venue or on the ground that the Proceedings have been
brought in an inconvenient forum.

     

    


    
      
        
           


        

        
          15

           


        

        
           


        

      

    

     

    
      SCHEDULE
1

       

      Particulars
of the Investors

       

      Individuals

       

      
        
          	
                  No.

                	
                  Name

                	
                  ID
      No.

                	
                  Address

                	
                  Fascimile
      No.

                
	
                  1

                	
                  方明东

                  (Fang
      Mingdong)

                	
                  PRC
      ID 440528195906051831

                	
                  深圳市福田中心区华融大厦2802A,邮编:518000

                	 
      
	
                  2

                	
                  方锦奎

                  (Fang
      Jinkui)

                	
                  PRC
      ID 440301195112104419

                	
                  深圳市福田区华强北路长泰花园B栋24H,邮编:518028

                	 
      
	
                  3

                	
                  郭兰成

                  (Guo
      Lancheng)

                	
                  PRC
      ID 440524196808124653

                	
                  深圳市福田区中航路都会电子城1C
      033柜,邮编:518028

                	 
      
	
                  4

                	
                  庄衡衡

                  (Zhuang
      Hengheng)

                	
                  PRC
      ID 440301196411244424

                	
                  深圳市福田区福华三路星河国际花园C2栋9D

                	 
      
	
                  5

                	
                  潘晓霖

                  (Pan
      Xiaolin)

                	
                  PRC
      ID 440104601121536

                	
                  深圳市福田区八卦一路盛世鹏程6栋8A

                	 
      
	
                  6

                	
                  邓湘娟

                  (Deng
      Xiangjuan)

                	
                  PRC
      ID 440804196303252028

                	
                  深圳市宝安国际机场航油大厦二楼

                	 
      
	
                  7

                	
                  李小秋

                  (Lee
      Siu Chow)

                	
                  HKID
      C246879(2)

                	
                  香港新界青衣清心街蓝田村29号地下

                	 
      
	
                  8

                	
                  韩毅

                  (Hon
      Ngai)

                	
                  HKID
      D160145(9)

                	
                  香港新界荃湾青山公路633号湾景花园5座21楼D室

                	 
      
	
                  9

                	
                  张艳

                  (Cheung
      Yim)

                	
                  HKID
      P581836(6)

                	
                  香港九龙海庭道18号帝柏海湾2座252楼A室

                	 
      
	
                  10

                	
                  吴雁

                  (Wu
      Yan)

                	
                  HKID
      P999681(1)

                	
                  深圳市罗湖区东乐花园32栋1单元1A

                	 
      


        

      

       


      
        
           


        

        
          16 


           


        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the
parties have duly executed and delivered this Agreement as of the day and year
first above written.

     

    
      	
              SIGNED
      by

            	
              )

            	 
      
	 
      	
              )

            	
              /s/
      Rocky Wulianghai

            
	
              for
      and on behalf of IMOT

            	
              )

            	 
      
	
              in
      the presence of :-

               

            	
              )

               

            	 
      


    

    


     

    /s/
Ernest Yuen

    


    ERNEST
K.L. YUEN

    Solicitor,
Hong Kong S.A.R.

    YUEN
& PARTNERS

    Solicitors

    


    
      
        
           


        

        
          17

           


        

        
           


        

      

    

    



    THE
INVESTORS

     

    
      	
              SIGNED
      by 方明东
      (Fang Mingdong),

            	
              )

            
	
              holder
      of PRC ID 44052819506051831

            	
              )

            
	
              in
      the presence of :-

            	
              )

            
	 
      	 
      
	
              /s/
      Fang Mingdong

            	 
      
	 
      	 
      
	 
      	 
      
	
              
                SIGNED
      by 方锦奎 (Fang
      Jinkui),

              

            	
              )

            
	
              holder
      of PRC ID 440301195112104419

            	
              )

            
	
              in
      the presence of :-

            	
              )

            
	 
      	 
      
	
              /s/
      Fang Jinkui

            	 
      
	 
      	 
      
	 
      	 
      
	
              
                SIGNED
      by 郭兰成 (Guo
      Lancheng),

              

            	
              )

            
	
              holder
      of PRC ID 440524196808124653

            	
              )

            
	
              in
      the presence of :-

            	
              )

            
	 
      	 
      
	
              /s/
      Guo Lancheng

            	 
      
	 
      	 
      
	 
      	 
      
	
              SIGNED
      by (CHINESE CHARACTERS) (Tin Suisang),

            	
              )

            
	
              holder
      of HKID P418072(4)

            	
              )

            
	
              in
      the presence of :-

            	
              )

            
	 	 
	 	 


    

    


    


    


    


    
      
        
           


        

        
          18

           


        

        
           


        

      

    

    


    


    
      	
              
                SIGNED
      by 庄衡衡
      (Zhuang Hengheng),

              

            	
              )

            
	
              holder
      of PRC ID 440301196411244424

            	
              )

            
	
              in
      the presence of :-

            	
              )

            
	 
      	 
      
	
              /s/
      Zhuang Hengheng

            	 
      
	 
      	 
      
	 
      	 
      
	
              
                SIGNED
      by潘晓霖 (Pan
      Xiaolin),

              

            	
              )

            
	
              holder
      of PRC ID 440104601121536

            	
              )

            
	
              in
      the presence of :-

            	
              )

            
	 
      	 
      
	
              /s/
      Pan Xiaolin

            	 
      
	 
      	 
      
	 
      	 
      
	
              
                SIGNED
      by邓湘娟 (Deng
      Xiangjuan),

              

            	
              )

            
	
              holder
      of PRC ID 440804196303252028

            	
              )

            
	
              in
      the presence of :-

            	
              )

            
	 
      	 
      
	
              /s/
      Deng Xiangjuan

            	 
      


    

    


     

    


    
      
        
           


        

        
          19

           


        

        
           


        

      

    

    


    


    
      	
              
                SIGNED
      by李小秋 (Lee
      Siu Chow),

              

            	
              )

            
	
              holder
      of HKID C246879(2)

            	
              )

            
	
              in
      the presence of:-

            	
              )

            
	 
      	 
      
	
              /s/
      Lee Siu Chow

            	 
      
	 
      	 
      
	 
      	 
      
	
              
                SIGNED
      by 韓毅 (Hon
      Ngai),

              

            	
              )

            
	
              holder
      of HKID D160145(9)

            	
              )

            
	
              in
      the presence of:-

            	
              )

            
	 
      	 
      
	
              /s/
      Hon Ngai

            	 
      
	 
      	 
      
	 
      	 
      
	
              
                SIGNED
      by 張艷 (Cheung
      Yim),

              

            	
              )

            
	
              holder
      of HKID P581836(6)

            	
              )

            
	
              in
      the presence of:-

            	
              )

            
	 
      	 
      
	
              /s/
      Chueng Yim

            	 
      
	 
      	 
      
	 
      	 
      
	
              
                SIGNED
      by 吳雁 (Wu
      Yan),

              

            	
              )

            
	
              holder
      of HKID P999681(1)

            	
              )

            
	
              in
      the presence of:-

            	
              )

            
	 
      	 
      
	
              /s/
      Wu Yan

            	 
      


    

    


    


    
      
        
           


        

        
          20

           


        

        
           


        

      

    

    


    ANNEXURE
“A”

     

    


    

    


     

     

    


    
      
        
           


        

        
           


           


        

        
           


        

      

    

    


    ANNEXURE
“B”

     

    
      
        	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Intermost
      Focus Advertising Company Ltd

              	 
      	 
      	 
      	 
      	 
      
	
                Balance
      Sheet and Operations

              	 
      	 
      	 
      	 
      	 
      
	
                30/11/2007

              	 
      	 
      	 
      	 
      	 
      
	
                <RMB>

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                ShenZhen
      Books

              	 
      	
                Adjustment

              	 
      	
                USA
      Books

              
	
                ASSETS

              	 
      	 
      	 
      	 
      	 
      
	
                Current
      Assets

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Cash
      & Bank Deposits

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Amount
      due from group companies

              	 
      	 
      	
                892,423

              	 
      	
                892,423

              
	 
      	
                Prepayment,deposit
      & Other receivable

              	
                892,423

              	 
      	
                -892,423

              	 
      	
                 -

              
	 
      	 
      	
                892,423

              	 
      	 
      	 
      	
                892,423

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      Assetts

              	
                892,423

              	 
      	 
      	 
      	
                892,423

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Liabilities and
      Shareholder's Equity

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Shareholder's
      Equity

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Share
      Capital

              	
                1,000,000

              	 
      	
                 -

              	 
      	
                1,00,000

              
	 
      	
                Additional
      Paid in Capital

              	 
      	 
      	
                 -

              	 
      	
                -
      

              
	 
      	
                Retained
      Earning /(Accumulated Loss)

              	
                -107,577

              	 
      	
                 -

              	 
      	
                -107,577

              
	 
      	 
      	
                892,423

              	 
      	 
      	 
      	
                892,423

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      Liabilities and shareholder's equity

              	
                892,423

              	 
      	 
      	 
      	
                892,423

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Control

              	
                 -

              	 
      	 
      	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Sales

              	 
      	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	
                Less:

              	
                Cost
      of sales

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Gross
      profit

              	
                 -

              	 
      	 
      	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Selling,General
      & administrative expenses

              	
                310

              	 
      	
                 -

              	 
      	
                310

              
	 
      	
                Profit/(Loss)
      from operations

              	
                -310

              	 
      	 
      	 
      	
                -310

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Interest
      income

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	
                Other
      income/(loss),net

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Profit(Loss)
      before income taxes

              	
                -310

              	 
      	 
      	 
      	
                -310

              
	 
      	
                Profit
      Tax

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Net
      Profit/(Loss)

              	
                -310

              	 
      	 
      	 
      	
                -310

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning/(Loss) b/f

              	
                -107,267

              	 
      	
                 -

              	 
      	
                -107,267

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning/(Loss) c/f

              	
                -107,577

              	 
      	 
      	 
      	
                -107,577

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Control

              	 
      	 
      	
                 -

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

    


    
      
        
           


        

        
           


           


        

        
           


        

      

    

     

    
      
        	
                ChinaE.com
      Information Technology Ltd

              	 
      	 
      	 
      	 
      	 
      
	
                Balance
      Sheet and operations

              	 
      	 
      	 
      	 
      	 
      
	
                30/11/2007

              	 
      	 
      	 
      	 
      	 
      
	
                <RMB>

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Shenzhen
      Books

              	 
      	
                Adjustment

              	 
      	
                USA
      Books

              
	
                ASSETS

              	 
      	 
      	 
      	 
      	 
      
	
                Current
      Assets

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Cash
      & Bank Deposits

              	
                313

              	 
      	
                 -

              	 
      	
                313

              
	 
      	
                Accounts
      receivable,net

              	
                15,500

              	 
      	
                -15,500

              	 
      	
                 -

              
	 
      	
                Consumables

              	
                17,162

              	 
      	
                -17,162

              	 
      	
                 -

              
	 
      	
                Inventory

              	
                4,500

              	 
      	
                -4,500

              	 
      	
                 -

              
	 
      	
                Amount
      due from group companies

              	 
      	 
      	
                13,063,147

              	 
      	
                13,063,147

              
	 
      	
                Prepayment,deposit
      & other receivable

              	
                11,941,479

              	 
      	
                -11,923,620

              	 
      	
                17,859

              
	 
      	 
      	
                11,978,954

              	 
      	 
      	 
      	
                13,081,319

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Non
      current assets

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Fixed
      assets

              	
                772,258

              	 
      	
                -771,274

              	 
      	
                984

              
	 
      	
                Investment
      in subsidiary

              	
                804,164

              	 
      	
                95,836

              	 
      	
                900,000

              
	 
      	
                Software
      license

              	 
      	 
      	
                 -

              	 
      	
                 -

              
	 
      	 
      	
                1,576,422

              	 
      	 
      	 
      	
                900,984

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      Assets

              	
                13,555,376

              	 
      	 
      	 
      	
                13,982,303

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Liabilities and
      Shareholder's Equity

              	 
      	 
      	 
      	 
      	 
      
	
                Current
      Liabilities

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Accounts
      Payable

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Deferred
      revenue

              	 
      	 
      	
                -29,565

              	 
      	
                29,565

              
	 
      	
                Deposit
      from customers

              	 
      	 
      	
                -445,044

              	 
      	
                445,044

              
	 
      	
                Accruals

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Business
      tax and government surcharges

              	
                 -

              	 
      	
                -9,547

              	 
      	
                9,547

              
	 
      	
                Due
      to group companies

              	 
      	 
      	
                -26,747,755

              	 
      	
                26,747,755

              
	 
      	
                Order
      payable

              	
                24,109,060

              	 
      	
                24,109,060

              	 
      	
                 -

              
	 
      	 
      	
                24,109,060

              	 
      	 
      	 
      	
                27,231,911

              
	
                Minority
      interests

              	 
      	 
      	 
      	 
      	 
      
	
                Shareholder's
      Equity

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Share
      Capital

              	
                13,500,000

              	 
      	
                 -

              	 
      	
                13,500,000

              
	 
      	
                Retained
      Earning /(Accumulated Loss)

              	
                -24,053,684

              	 
      	
                 -

              	 
      	
                -26,749,608

              
	 
      	 
      	
                -10,553,684

              	 
      	 
      	 
      	
                -13,249,608

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      liabilities and shareholder's equity

              	
                13,555,376

              	 
      	 
      	 
      	
                13,982,303

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Control

              	
                 -

              	 
      	 
      	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Income

              	 
      	 
      	 
      	 
      	 
      
	
                Sales

              	 
      	
                18,390

              	 
      	
                -29,916

              	 
      	
                48,306

              
	
                Less:cost

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Cost
      of sales

              	
                11,224

              	 
      	
                1,556

              	 
      	
                12,780

              
	 
      	
                Provision
      for stock obsolescence

              	 
      	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Gross
      profit

              	
                7,166

              	 
      	 
      	 
      	
                35,526

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Selling,General
      & administrative expenses

              	
                49,132

              	 
      	
                -44,539

              	 
      	
                4,593

              
	 
      	
                Profit
      (Loss) from operations

              	
                -41,966

              	 
      	 
      	 
      	
                30,933

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Interest
      income

              	
                69

              	 
      	
                 -

              	 
      	
                69

              
	
                Share
      of loss of subsidiary

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	
                Other
      income/(loss),net

              	
                -5,670

              	 
      	
                -7,700

              	 
      	
                2,030

              
	 
      	
                Profit
      (Loss) before income taxes

              	
                -47,567

              	 
      	
                 -

              	 
      	
                33,032

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Taxation

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Net
      Profit/( Loss)

              	
                -47,567

              	 
      	 
      	 
      	
                33,032

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning b/f

              	
                -24,006,117

              	 
      	
                2,776,523

              	 
      	
                -26,782,640

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning c/f

              	
                -24,053,684

              	 
      	 
      	 
      	
                -26,749,608

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                control

              	 
      	 
      	
                 
      -

              	 
      	 
      


      



    
      
        
           


        

        
           


           


        

        
           


        

      

    

    

      
        	
                ChinaE.com
      Investment Consultant (Shenzhen) Ltd

              	 
      	 
      	 
      	 
      
	
                Balance
      Sheet and Operations

              	 
      	 
      	 
      	 
      	 
      
	
                30/11/2007

              	 
      	 
      	 
      	 
      	 
      
	
                <RMB>

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Shenzhen
      Books

              	 
      	
                Adjustment

              	 
      	
                USA
      Books

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                ASSETS

              	 
      	 
      	 
      	 
      	 
      
	
                Current
      Assets

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Cash
      & Bank Deposits

              	
                1,229

              	 
      	
                 -

              	 
      	
                1,229

              
	 
      	
                Amount
      due from group companies

              	 
      	 
      	
                4,474,765

              	 
      	
                4,474,765

              
	 
      	
                Prepayment,deposit
      & Other receivable

              	
                582,895

              	 
      	
                -581,593

              	 
      	
                1,302

              
	 
      	 
      	
                584,124

              	 
      	 
      	 
      	
                4,477,296

              
	
                Non
      current assets

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Fixed
      assets

              	
                10,003

              	 
      	
                -1,253

              	 
      	
                8,750

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      Assets

              	
                594,127

              	 
      	 
      	 
      	
                4,486,046

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Liabilities and
      Shareholder's Equity

              	 
      	 
      	 
      	 
      	 
      
	
                Current
      Liabilities

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Accruals

              	
                19,859

              	 
      	
                 -

              	 
      	
                19,859

              
	 
      	
                Business
      tax and government surcharges

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Due
      to group companies

              	 
      	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Other
      payable

              	
                -3,893,172

              	 
      	
                -3,893,172

              	 
      	
                 -

              
	 
      	 
      	
                -3,873,313

              	 
      	 
      	 
      	
                19,859

              
	
                Shareholder's
      Equity

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Share
      Capital

              	
                5,060,018

              	 
      	
                 -

              	 
      	
                5,060,018

              
	 
      	
                Capital
      surplus

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Retained
      Earning /(Accumulated Loss)

              	
                -592,578

              	 
      	
                 -

              	 
      	
                -593,831

              
	 
      	 
      	
                4,467,440

              	 
      	 
      	 
      	
                4,466,187

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      liabilities and shareholder's equity

              	
                594,127

              	 
      	 
      	 
      	
                4,486,046

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Control

              	
                 -

              	 
      	 
      	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Income

              	 
      	 
      	 
      	 
      	 
      
	
                Sales

              	 
      	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	
                Less:

              	
                 Cost
      of sales

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                 Gross
      profit

              	
                 -

              	 
      	 
      	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Selling,General
      & administrative expenses

              	
                255,964

              	 
      	
                1,634

              	 
      	
                257,598

              
	 
      	
                Profit/(Loss)
      from operations

              	
                -255,964

              	 
      	 
      	 
      	
                -257,598

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Interest
      income

              	
                623

              	 
      	
                 -

              	 
      	
                623

              
	
                Other
      income/(loss),net

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Profit(Loss)
      before income taxes

              	
                -255,341

              	 
      	 
      	 
      	
                -256,975

              
	 
      	
                Profit
      Tax

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Net
      Profit/(Loss)

              	
                -255,341

              	 
      	 
      	 
      	
                -256,975

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning/(Loss) b/f

              	
                -377,237

              	 
      	
                -381

              	 
      	
                -336,856

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning/(Loss) c/f

              	
                -592,578

              	 
      	 
      	 
      	
                -593,831

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Control

              	 
      	 
      	
                 
      -

              	 
      	 
      


      

    

    
 

    
      
        
           


        

        
           


           


        

        
           


        

      

    

    

      
        	
                ChinaE.com-SI

              	 
      	 
      	 
      	 
      	 
      
	
                Balance
      Sheet and Operations

              	 
      	 
      	 
      	 
      	 
      
	
                30/11/2007

              	 
      	 
      	 
      	 
      	 
      
	
                <RMB>

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                ShenZhen
      Books

              	 
      	
                Adjustment

              	 
      	
                USA
      Books

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                ASSETS

              	 
      	 
      	 
      	 
      	 
      
	
                Current
      Assets

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Cash
      & Bank Deposits

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Prepayment,deposit
      & Other receivable

              	
                1,500

              	 
      	
                -1,500

              	 
      	
                 -

              
	 
      	 
      	
                1,500

              	 
      	 
      	 
      	
                 -

              
	
                Non
      current assets

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Plant,machinery
      and equipment,net

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      Assets

              	
                1,500

              	 
      	 
      	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Liabilities and
      Shareholder's Equity

              	 
      	 
      	 
      	 
      	 
      
	
                Current
      liabilities

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Due
      to group companies

              	 
      	 
      	
                -1,405,513

              	 
      	
                1,405,513

              
	 
      	
                Other
      payable

              	
                1,405,513

              	 
      	
                1,405,513

              	 
      	
                 -

              
	 
      	 
      	
                1,405,513

              	 
      	 
      	 
      	
                1,405,513

              
	
                Shareholder's
      Equity

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Share
      Capital

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Additional
      Paid in Capital

              	 
      	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Retained
      Earning /(Accumulated Loss)

              	
                -1,404,013

              	 
      	
                 -

              	 
      	
                -1,405,513

              
	 
      	 
      	
                -1,404,013

              	 
      	 
      	 
      	
                -1,405,513

              
	
                Total
      liabilities and shareholder's equity

              	
                1,500

              	 
      	 
      	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Control

              	
                 -

              	 
      	 
      	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Sales

              	 
      	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	
                Less:

              	
                Cost
      of sales

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Gross
      profit

              	
                 -

              	 
      	
                 

              	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Selling,General
      & administrative expenses

              	
                105

              	 
      	
                 -

              	 
      	
                105

              
	 
      	
                Profit/(Loss)
      from operations

              	
                -105

              	 
      	 
      	 
      	
                -105

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Interest
      income

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	
                Other
      income(loss),net

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Profit/(Loss)
      before income taxes

              	
                -105

              	 
      	 
      	 
      	
                -105

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Taxation

              	 
      	 
      	
                 -

              	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                Net
      Profit/(Loss)

              	
                -105

              	 
      	 
      	 
      	
                -105

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning/(Loss) b/f

              	
                -1,403,908

              	 
      	
                1,500

              	 
      	
                -1,405,408

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning/(Loss) c/f

              	
                -1,404,013

              	 
      	 
      	 
      	
                -1,405,513

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                control

              	 
      	 
      	
                -

              	 
      	 
      


      



    
      
        
           


        

        
           


           


        

        
           


        

      

    

    

      
        	
                ChinaE.com
      Technology (Shenzhen) Ltd

              	 
      	 
      	 
      	 
      	 
      
	
                Balance
      Sheet and Operations

              	 
      	 
      	 
      	 
      	 
      
	
                30/11/2007

              	 
      	 
      	 
      	 
      	 
      
	
                <RMB>

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                ShenZhen
      Books

              	 
      	
                Adjustment

              	 
      	
                USA
      Books

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                ASSETS

              	 
      	 
      	 
      	 
      	 
      
	
                Current
      Assets

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Cash
      & Bank Deposits

              	
                53,354

              	 
      	
                 -

              	 
      	
                53,354

              
	 
      	
                Accounts
      receivable,net

              	
                200

              	 
      	
                10,000

              	 
      	
                10,200

              
	 
      	
                Amount
      due from group companies

              	 
      	 
      	
                778,787

              	 
      	
                778,787

              
	 
      	
                Prepayment,deposit
      & Other receivable

              	
                581,770

              	 
      	
                -534,177

              	 
      	
                47,593

              
	 
      	 
      	
                635,324

              	 
      	 
      	 
      	
                889,934

              
	
                Non
      current assets

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Fixed
      assets

              	
                388,925

              	 
      	
                -120,235

              	 
      	
                268,690

              
	 
      	
                Intangible
      asset

              	
                145,777

              	 
      	
                -8,390

              	 
      	
                137,387

              
	 
      	 
      	
                534,702

              	 
      	 
      	 
      	
                406,077

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      Assets

              	
                1,170,026

              	 
      	 
      	 
      	
                1,296,011

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Liabilities and
      Shareholder's Equity

              	 
      	 
      	 
      	 
      	 
      
	
                Current
      liabilities

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Accruals

              	
                35,283

              	 
      	
                 -

              	 
      	
                35,283

              
	 
      	
                Business
      tax and government surcharges

              	
                105

              	 
      	
                10,568

              	 
      	
                -10,463

              
	 
      	
                Deferred
      revenue

              	 
      	 
      	
                -22,811

              	 
      	
                22,811

              
	 
      	
                Deposit
      from customers

              	
                 -

              	 
      	
                -187,820

              	 
      	
                187,820

              
	 
      	
                Due
      to group companies

              	 
      	 
      	
                -8,010,906

              	 
      	
                8,010,906

              
	 
      	
                Other
      payable

              	
                7,899,855

              	 
      	
                7,889,686

              	 
      	
                10,169

              
	 
      	 
      	
                7,935,243

              	 
      	 
      	 
      	
                8,256,526

              
	
                Shareholder's
      Equity

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Share
      Capital

              	
                1,000,000

              	 
      	
                 -

              	 
      	
                1,000,000

              
	 
      	
                Capital
      surplus

              	
                57,529

              	 
      	
                57,529

              	 
      	
                 -

              
	 
      	
                Additional
      Paid in Capital

              	 
      	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Retained
      Earning /(Accumulated Loss)

              	
                -7,822,746

              	 
      	
                 -

              	 
      	
                -7,960,515

              
	 
      	 
      	
                -6,765,217

              	 
      	 
      	 
      	
                -6,960,515

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Total
      liabilities and shareholder's equity

              	
                1,170,026

              	 
      	 
      	 
      	
                1,296,011

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Control

              	
                 -

              	 
      	 
      	 
      	
                 -

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Income

              	 
      	 
      	 
      	 
      	 
      
	
                Sales

              	 
      	
                31,150

              	 
      	
                3,453

              	 
      	
                27,697

              
	
                Less:

              	
                 Cost
      of sales

              	
                330,899

              	 
      	
                25,873

              	 
      	
                356,772

              
	 
      	
                 Gross
      profit

              	
                -299,749

              	 
      	 
      	 
      	
                -329,075

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Selling,General
      & administrative expenses

              	
                519,506

              	 
      	
                25,679

              	 
      	
                545,185

              
	 
      	
                Profit/(Loss)
      from operations

              	
                -819,255

              	 
      	 
      	 
      	
                -874,260

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Interest
      Income

              	
                4,944

              	 
      	
                 -

              	 
      	
                4,944

              
	
                Other
      income/(loss),net

              	
                -8,862

              	 
      	
                -31,500

              	 
      	
                22,638

              
	 
      	
                Profit(Loss)
      before income taxes

              	
                -823,173

              	 
      	 
      	 
      	
                -846,678

              
	 
      	
                Profit
      Tax

              	
                 -

              	 
      	
                 -

              	 
      	
                 -

              
	 
      	
                Net
      Profit/( Loss)

              	
                -823,173

              	 
      	 
      	 
      	
                -846,678

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning/(Loss) b/f

              	
                -6,999,573

              	 
      	
                114,264

              	 
      	
                -7,113,837

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Retained
      Earning/(Loss) c/f

              	
                -7,822,746

              	 
      	 
      	 
      	
                -7,960,515

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Control

              	 
      	 
      	
                 
      -

              	 
      	 
      


      



    
      
        
           


        

        
           


           


        

        
           


        

      

    

    


    Attachment
to Annexure “B”

     

    The
assets to be transferred to the JV Company are classified as:

     

    


     

    


     

    


    
      
        
           


        

        
           


           


        

        
           


        

      

    

    


    ANNEXURE
“C”

     

    


    

    


     

    


    
      
        
           


        

        
           


           


        

        
           


        

      

    

    
 

    


     

    


    
      
        
           


        

        
           


           


        

        
           


        

      

    

    


    ANNEXURE
“D”