f8k032309ex10i_atvg.htm


    Exhibit 10.1


    


    DATED   /   2009

    


    


    


    


    Asia
Premium Television Group Inc.

    


    


    


    and

    


    


    


    Globestream
Technology Inc.

    


    


    


    


    


    


    


    


    ************************************************

     

    ACQUISITION
AGREEMENT

     

    


    ***********************************************

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    


    ACQIUISTION
AGREEMENT

    


    


    This
Acquisition Agreement, dated as of March 23, 2009 (the “Agreement”), is made by
and between:

    


    
      	
              Party
      A:  

            	
              Asia Premium Television Group,
      Inc. (“ATVG”), a publicly traded
      company listed on the OTTCB, incorporated and existing under the laws of
      Nevada.

            


    

    
      	
              Party
      B:     

            	
              Globstream Technology Inc.
      (“GS”), a mobile technology
      development and sales company, incorporated and existing under the laws of
      the Caymen Islands..

            


    

     

    Whereas:

     

    
      	
              1.  

            	
               GS has the
      following shareholders (the
“Shareholders”):

            


    

    
      	
              •  

            	
              Yang
      Shi

            


    

    
      	
              •  

            	
              Hongbin
      Shi

            


    

    
      	
              •  

            	
              Oaknoll
      Holdings, Inc.

            


    

    
      	
              •  

            	
              Zhi-Jie
      Zhang

            


    

    
      	
              •  

            	
              Will
      Stewart

            


    

    
      	
              •  

            	
              Patrick
      McVeigh

            


    

    
      	
              •  

            	
              WSGR
      Investment

            


    

    
      	
              •  

            	
              Mario
      Rosati

            


    

    
      	
              •  

            	
              San
      Domenico Trust

            


    

    
      	
              •  

            	
              David
      Suzuki

            


    

    
      	
              •  

            	
              Rebecca
      Li

            


    

    
      	
              2.  

            	
              The
      Shareholders together own 100% of GS’s shares (the
    “Shares”).

            
	3.
       	Yang
      Shi, Hongbin Shi, Oaknoll Holdings, Inc, Zhi-Jie Zhang, Will Stewart,
      Patrick McVeigh, and WSGR Investment are the main shareholder of GS’s (the
      “Main Shareholders”)
	4.
       	For
      reasons of business development, having conducted all necessary due
      diligence and business assessment, and with the agreement of all Parties
      involved, ATVG wishes to acquire 100% of GS’ shares (the
      “Acquisition”).


    

    
    

    
    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    NOW, THEREFORE, in consideration of the various
covenants and agreements of the Parties to and with each other set for herein,
both parties agree as follows:

    
       

      CLAUSE
1:  LEGAL FORM OF ACQUISITION

       

    

    
      	
              1.1  

            	
              For
      the purposes of acquiring 100% of the Shares, ATVG shall issue to the
      Shareholders ATVG common stock (see CLAUSE 5). In exchange for the ATVG
      stock to be issued, the Shareholders hereby agree to transfer 100% of the
      Shares to ATVG.   

            


    

     

    
      
      

    

    
      CLAUSE
2: GS POST ACQUISITION OWNERSHIP AND JURISDICTION

       

    

    
      	
              2.1    

            	
              After
      the completion of the Acquisition, ATVG shall own and control 100% of GS,
      including any and all of its subsidiaries and tangible and non tangible
      assets (herein referred to as the
“Assets”).

            


    

     

    
      
      

    

    
      CLAUSE
3:  TRANSFER OF EQUITY

       

    

    
      	
              1.    

            	
              In
      order for ATVG to acquire 100% equity ownership of GS, the Shareholders
      shall have up to 30 days to transfer all of their shares of GS to ATVG,
      and all relevant parties shall handle the relevant procedures for transfer
      of ownership.

            


    

     

    
      	
              2.     

            	
              From
      the time this Agreement shall come into force until the formal transfer of
      shares has legally taken place, the Shareholders of the GS shall be
      shareholders in name only, and all rights and obligations afforded them
      through their shaholder status shall be automatically transferred to ATVG.
      GS shareholders, management, and employees shall not, without the prior
      written consent of ATVG, engage in any business activities, outside those
      required for the usual course of business, or dispose of any of GS’
      assets.

            


    

     

    
      	
              3.    

            	
              Upon
      completion of the transfer of the Shares to ATVG by the Shareholders, ATVG
      shall enjoy full title and rights to 100% of GS and all its
      Assets.

            


    

     

    
      
      

    

    
      CLAUSE
4:  TRANSFER OF ASSETS, MATERIALS, AND GOODS

       

    

    
      	
              1.      

            	
              Patented
      Rights

            


    

     

    
      	
               
      

            	
              1.1    Any
      patents or patent rights registered anywhere in the world that are held by
      GS or any of its subsiduaries prior to this Agreeement coming into force,
      shall be transferred to ATVG by GS and its Main Shareholders within 30
      days of signing this Agreement. The transfer shall include any and all
      relevant documents required to legally own and maintain any such patent
      rights.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
               
      

            	
              1.2    GS
      and its Main Shareholders guarantee that all patent rights held by GS are
      uncompromised, free of any and all liens, their trade secrets well
      protected, and  all patent licensing costs paid in
      full.

            


    

     

    
      	
               
      

            	
              1.3   GS
      and its Main Shareholders shall fully disclose to ATVG the nature, scope,
      extent, and use of the patent licensing rights, and all their related
      documents, to be transfered to ATVG by
GS.

            


    

     

    
      	
               
      

            	
              1.4    GS
      and its Main Shareholders shall transfer to ATVG ownership and any and all
      materials and documents relating to any patents that have been applied by
      for by GS and are currently still pending
  approval.

            


    

     

    
      	
              2.     

            	
              Un-Patented
      Technology and Other Commercial Technology
  Secrets:

            


    

     

    
      	
               
      

            	
              2.1   GS
      and the Main Shareholders shall give to ATVG any and all
      documents  and materials related to all the un-patented
      technology and or any other commercial technology owned by GS or used by
      GS to conduct its business.

            


    

     

    
      	
               
      

            	
              2.2  GS
      and the Main Shareholders guarantee to ATVG that any un-patented
      technology owned by GS has the potential for patent
      application.

            


    

     

    
      	
               
      

            	
              2.3   GS
      and the Main Shareholders guarantee to ATVG that none of the non-patented
      or other commercial technology secrets have been, or will be, disclosed or
      licensed to any outside third
party.

            


    

     

    
      	
               
      

            	
              2.4   GS
      and the Main Shareholders hereby guarantee that from the time this
      Agreement is signed neither GS nor the Shareholders shall, unless agreed
      to in writing by ATVG, use, modify or license any of GS’s non-patented or
      other commercial technology .

            


    

     

    
      	
              3.     

            	
              Other
      Assets:

            


    

     

    
      	
               
      

            	
              3.1   GS
      and the Main Shareholders agree to transfer to ATVG any other Assets owned
      by GS within 10 days of signing this agreement, and GS and the Main
      Shareholders guarantee that until such time that the mentioned assets are
      transferred to ATVG they shall be kept under safe custody and
      not  be disposed of or depreciate at a rate any higher than
      would normally be expected.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    
      	
               
      

            	
              3.2    GS
      and the Main Shareholders hereby guarantee that all assets mentioned above
      shall be transfered free of any liens and without any obvious
      damage.

            


    

     

    
      	
              4.    

            	
              Financial
      and Project Materials:

            


    

     

    
      	
               
      

            	
              4.1   Within
      15 days of signing this Agreement GS and the Main Investors shall provide
      to ATVG all of GS and its subsiduaries’ financial materials. These
      materials include but are not limited to all historical financial records,
      financial statements, financial reports, bank account statements,
      orgininal banking certificates, accounting materials and records, tax
      fillings, etc.. From the time of signing this Agreement until the transfer
      and registration of all finanfical materials has been completed, GS or any
      of its subsiduaries shall not withdraw or use any cash from the any of
      their bank accounts unless otherwise agreed to in writing by
      ATVG.

            


    

     

    
      	
               
      

            	
              4.2   GS
      and its subsiduaries shall provide all other materials relating to their
      business operations. The materials include, but are not limited to,
      licenses, company chops, or any other materials deemed important by ATVG
      but not listed in the preceding
paragraph

            


    

     

    
      	
              5.   

            	
              GS
      and the Major Shareholders shall assist ATVG to complete all necessary
      changes in registration of any of the materials outlined in CLAUSE 4 of
      this Agreement.

            


    

     

    
      	
              6.      

            	
              GS,
      its subsiduaries, and the Main Shareholders guarantee that all assets and
      materials referred to in CLAUSE 4 of this Agreement shall be kept safe and
      in good condition. GS, its Shareholders, its subsidiaries, its management,
      and its employees shall not, unless receiving written permission from
      ATVG, dispose of, or willfully cause to depreciate the value of, any of
      the assets mentioned here in. Any depreciation in value of the mentioned
      assets due to negligence or willfull actions by anyone other than ATVG
      shall held financially liable for
damages.

            


    

     

    
      
      

    

    
      CLAUSE
5:  CONSIDERATION AND PAYMENT

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

    

    
      	
              1.    

            	
              The
      total consideration for the Acquistion shall be 1,040,000 of ATVG common
      stock and delivered to the Shareholders as
  follows:

            


    

     

    
      	
               
      

            	
              1.1    ATVG
      shall issue the Shareholders 800,000 shares of ATVG common stock subject
      to a one year lock-up period and valued at $0.15 per share, totalling
      $120,000.

            


    

     

    
      	
               
      

            	
              1.2   ATVG
      shall transfer to the Shareholders or their desinated party 84,377 shares
      of ATVG common stock subject to a six month lock-up period and valued at
      $0.15 per share, totalling
$12,656.55.

            


    

     

    
      	
               
      

            	
              1.3    ATVG
      shall issue to the Shareholders 155,623 shares of ATVG common stock in the
      form of Warrants with a $0.15 strike price and a provision for cashless
      exercise. The warrants shall have a 10 year time limit in which they must
      be exercised by the holder.

            


    

     

    
      	
              2.    

            	
              The
      consideration is to be paid as
follows:

            


    

     

    
      	
               
      

            	
              2.1    Within
      30 days of the completion of the transfer of the Shares by GS and
      Shareholders to ATVG, ATVG shall issue its common stock in the forms set
      out in provision 1 of CLAUSE 5 of this Agreement to all Shareholders or
      their designated parties.

            


    

     

    
      	
               
      

            	
              2.2  The
      distribution of the shares to be issued by ATVG as part of the
      consideration for the Acquisition to the Shareholders is made explicit in
      the following table:

            


    

     

    
      
        
          
            
              	
                      Name
      of Recipient

                    	
                      Number
      of Stock

                    
	 
      	
                      Common
      Stock With One Year Lock-Up

                    
	
                      Will
      Stewartx

                    	
                      150,244

                    
	
                      Patrick
      McVeigh

                    	
                      150,244

                    
	
                      Eric
      Stang (Peregrine)

                    	
                      150,244

                    
	
                      Robert
      McFarland

                    	
                      75,122

                    
	
                      Jay
      Shuster

                    	
                      150,244

                    
	
                      Iguana
      Holdings Corp.

                    	
                      75,122

                    
	
                      WSGR
      Investment Group

                    	
                      16,902

                    
	
                      Mario
      Rosati

                    	
                      1,502

                    
	
                      San
      Domenico Trust

                    	
                      376

                    
	
                      Zhi-Jie
      Zhang

                    	
                      30,000

                    


            

          

        

      

    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              
                	 
      	
                        Common
      Stock With Six Month Lock-Up

                      
	
                        Yang
      Shi

                      	
                        10,834

                      
	
                        Hongbin
      Shi

                      	
                        8,333

                      
	
                        Zhi-Jie
      Zhang

                      	
                        20,000

                      
	
                        Will
      Stewart

                      	
                        11,000

                      
	
                        Pat
      McVeigh

                      	
                        11,000

                      
	
                        WS
      Investment

                      	
                        3,960

                      
	
                        Mario
      Rosati

                      	
                        352

                      
	
                        San
      Domenico Trust

                      	
                        88

                      
	
                        David
      Suzuki

                      	
                        110

                      
	
                        Rebecca
      Li

                      	
                        7,700

                      
	
                        Yi
      Liu

                      	
                        11,000

                      
	 
      	
                        Common
      Stock in Warrants

                      
	
                        Wenjun
      Luo

                      	
                        155,623

                      


              

            

          

        

      



     

    
      	
               
      

            	
              2.2  GS
      and the Majority Shareholders share ensure that all Shareholders or their
      designated party receive the Shares as outline in the table above. Upon
      completion of the issuance of the Shares by ATVG to the Shareholders,
      ATVG’s obligation of payment   pursuant to CLAUSE 1 and 5
      shall be deemed to have been paid in
full.

            


    

    
       

      CLAUSE
6:  LIABILITIES AND LEGAL DOCUMENTATION

    

    
      
      

    

     

    
      	
              1.  

            	
              Even
      if disclosed to ATVG by GS or its Main Shareholders prior to signing this
      Agreement, ATVG shall not be held liable for any debts, including
      convertible bonds issued by party GS arising from the conversion of any
      debt and obligations, incurred by GS or any of its subsidiaries prior to
      the signing of this Agreement. Any re-payment of outstanding debts of
      GS or any of its subsidiaries existing before the signing of this
      Agreement shall be the sole responsibility GS or its
      subsiduaries.

            


    

     

    
      	
              2.  

            	
              Except
      as otherwise agreed to in writing by the parties, GS and all its
      subsidiaries shall be responsible for ensuring the safe and secure filing
      and storage of all contracts, as well as any other requisite legal
      documents, entered into prior to or after the signing of this
      Agreement.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              3.  

            	
              GS
      and its susidiaries shall bear sole responsibility for any and all debts
      incurred after the signing of this Agreement, unless those debts are
      incurred as a direct result of the execution of CLAUSE 1 of this
      Agreement.

            


    

     

    
      	
              4.  

            	
              Any
      debts or loans by and between GS and any of its subsidiaries still
      outstanding shall be waived and
written-off.

            


    

     

    
      
      

    

    
      CLAUSE
7:  STAFF AND PERSONNEL

       

    

    
      	
              1.  

            	
              Prior
      to ATVG becoming the 100% owner of GS, GS shall fire or layoff all of its
      existing staff.

            


    

     

    
      	
              2.  

            	
              All
      costs associated with the layoffs, including severance payments
      and  outstanding salaries, shall be paid by
  GS.

            


    

     

    
      	
              3.  

            	
              GS
      shall provide ATVG a full list of all GS staff layed off, and ATVG shall
      then have the exclusive right to hire back any staff it feels serves the
      continued business interest of GS, and shall negotiate the terms of the
      new contracts with said employees.

            


    

     

    
      	
              4.  

            	
              GS
      shall do its utmost to provide ATVG with accurate information about which
      employees are essential to the continued success of the GS business, and
      it undertakes to ensure, to the best of its ability, that the employees
      deemed essential by ATVG be retained in the services of the GS through
      signing new contracts.

            


    

     

    
      
      

    

    
      CLAUSE
8:  GS’S EXISTING BUSINESS

       

    

    
      	
              1.  

            	
              GS
      and its Main Shareholders shall preserve the integrity of GS’s business
      operations and shall provide to ATVG, in a timely and efficient manner,
      all necessary materials, equipment, products, and licenses that may be
      required to operate GS in its
entirety.

            


    

     

    
      	
              2.  

            	
              After
      the signing of this Agreement, GS and its Main Shareholders shall not in
      any way shape or form leverage, use, or otherwise personally benefit from
      any of GS’s Assets. The Assets shall include but not be limited to company
      materials, patents, information, equipment, and staff. Nor shall GS
      or the Main Shareholder use the Assets to engage in any competing business
      activities.

            


    

    
       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      CLAUSE
9:  RIGHTS AND OBLIGATIONS OF GS

       

    

    
      
      

    

    
      	
              1.  

            	
              GS
      and the Majority Shareholders guarantee that they will take all reasonable
      and necessary measures to facilitate the Acquisition, and GS shall render
      to ATVG  a copy of the GS board resolution approving the
      acquisition.

            


    

     

    
      	
              2.  

            	
              GS
      and the Main Shareholders undertake and guarantee that the execution of
      this Agreement does not violate any laws or regulations that may be
      applicable to them or GS’s business
operations.

            


    

     

    
      	
              3.  

            	
              GS
      and the Main Shareholders shall undertake to execute the transfer of the
      Shares and all necessary related materials within the time frame set out
      in CLAUSE 3 and CLAUSE 4 of this
Agreement.

            


    

     

    
      	
              4.  

            	
              GS
      and the Main Shareholders guarantee to assit ATVG, as is reasonably
      required, to complete the ammendments and change of registration of all
      relevant administrative, commercial, and legal records required to legally
      effect the Acquisition.

            


    

     

    
      	
              5.  

            	
              Party
      B and the Shareholders guarantee to ATVG that all information and
      representations made in this agreement and during the course of ongoing
      negotiations between the Parties are accurate and truthful. Should any
      information, statement, or representation be found to be fraudulent,
      GS and the Shareholders shall bear full legal responsibilities for any
      liabilities arising as a result.

            


    

     

    
      	
              6.  

            	
              If
      the Main Shareholders have any outstanding debts or have taken, loaned, or
      otherwise used any of the Assets belonging to GS or any of its
      subsidiaries, the Main Shareholders shall return such assets and repay any
      outstanding liabilites to GS or its subsidiary within ten days of signing
      this Agreement.

            


    

     

    
      	
              7.  

            	
              Should
      GS or any of its subsidiaries have outstanding liabilities due to the Main
      Shareholders or any related parties thereof at the time of signing this
      agreement, the Main Shareholders shall waive, or shall cause their related
      parties to waive, in written form, any and all outstanding liabilities due
      to them from GS or any of its
affiliates.

            


    

     

    
      	
              8.  

            	
              GS
      and the Main Shareholders assume all responsibility for the personnel,
      company materials, company products, and company financials as outlined in
      this Agreement.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      
      

    

    
      CLAUSE
10:  GUARANTEES

       

    

    
      	
              1.    

            	
              ATVG,
      GS, the Shareholders, and the Main Shareholders (singularly the “Party”
      and collectively the “Parties”) guarantee that they possesse all the
      necessary legal and proprietary rights over their respective companies and
      businesses required to execute, in full, the Acquisition and all
      provisions set forth in this
Agreement.

            


    

     

    
      	
              2. 

            	
               The
      Parties guarantee that all personnel and or management engaged in
      negotations and required to execute this Agreement are authorized by law
      to do so.

            


    

     

    
      	
              3.      

            	
              The
      Parties guarantee that all related party representatives are legally
      authorized to engage in and execute this
  Agreement.

            


    

     

    
      	
              4.  

            	
              The
      Parties guarantee that they shall abide by their respective duties and
      obligations, as set out in this Agreement. The Parties shall not to
      infringe on the rights guaranteed one another under the terms of this
      Agreement nor cause additional duties and obligations, outside those set
      forth herein, to be borne by any other Party.  Should any of the
      Parties cause any other Party or Parties to bear any duty or obligation
      beyond those set out herein, the Party or Parties to have caused such
      additional duties or obligations shall duly compensate the Party or
      Parties affected.

            


    

     

    
      
      

    

    
      CLAUSE
11:  CONFIDENTIALITY

       

    

    
      	
              1.      

            	
              For the purposes of this Agreement, confidential
      information (“Confidential Information”) shall be taken to mean: any information contained in this
      agreement, its attachments and any other supplementary agreements;
      documents provided during the negotiations of this Agreement; documents
      pertaining to the company’s financials, proprietary technology and
      intellectual property rights, operations, or customers, that one party
      gains from counterparts or their related
      parties.

            


    

     

    
      	
              2.  

            	
                 The
      Parties shall be subject to the following obligations with respect to the
      Confidential Information:

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
               
      

            	
              2.1   To
      keep the Confidential Information confidential and secret, and not,
      without the prior written consent of any Party, to disclose directly or
      indirectly the Confidential Information to any third
  party.

            


    

     

    
      	
               
      

            	
              2.2    Not
      to use the Confidential Information directly or indirectly for any
      purposes other than in connection with, and for the benifit of, the GS
      business.

            


    

     

    
      	
               
      

            	
              2.3    Otherwise
      exercise at least the same degree of care with respect to the Confidential
      Information as those Parties would use in handling their own proprietary
      informatino, except that the foregoing obligation of confidentiality and
      non-use shall not apply to:

            


    

     

    
      	
              a)  

            	
              circumstances
      in which the Parties agreed in writing to disclose such
      information;

            


    

     

    
      	
              b)  

            	
              information
      relayed to internal personnel or related
  parties;

            


    

     

    
      	
              c)  

            	
              information
      which at the time of disclosure is already in the public
      domain;

            


    

     

    
      	
              d)  

            	
              information
      which after disclosure hereunder becomes part of the public domain by
      publication or otherwise through no act or fault of the
      Recipient;

            


    

     

    
      	
              e)  

            	
              information
      which can be proven to have been known to the third party prior to the
      date hereof and not obtained or derived in contravention of any
      confidentiality obligation in favor of
GS;

            


    

     

    
      	
              f)  

            	
              information
      disclosed by the Recipient's pursuant to applicable law, governmental
      regulation or legal process.

            


    

     

    
      	
              3.  

            	
              If
      any Party discloses any Confidential Information outside the conditions
      set forth in CLAUSE 11 of this Agreement, the Party reponsible for
      disclosing that information shall be held legally and financially liable
      for any losses or damages which occur or could occur because of
      it.

            


    

     

    
      
      

    

    
      CLAUSE
12: BREACH OF TERMS

       

    

    
      	
              1.  

            	
              The
      Parties shall endeavour to act honestly and in good faith in order to
      carry out the terms of this Agreement and to fulfill the duties and
      obligations perscribed them
thereunder.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              2.  

            	
              If
      any Party is in breach of any of the terms set out in the Agreement, those
      Parties not in breach shall notify, in writing, the Party in violation of
      the Agreement and request the Party to fulfill their duties and
      obligations. The Party in breach shall compensate those Parties affected
      by the breach.

            


    

     

    
      	
              3.  

            	
                 In
      the event a Party is in serious breach of the Agreement, from which other
      Parties suffer serious material losses, and if the violating Party does
      not comply with the terms of the Agreement even after being notified of
      their breach, the counterparts shall have the right to terminate the
      Agreement.

            


    

     

    
      	
              4.  

            	
              A
      breach of any of the terms of this Agreement that results in actual or
      projected economic or financial damages, or incurred expenses, shall be
      call for damages to be paid to the
sufferers.

            


    

     

    
      	
              5.  

            	
              The
      failure of any Party at any time or times to require performance of any
      provision hereof shall in no manner affect the right to enforce the
      same.  The waiver by any Party of any breach of the provisions
      herein shall not be construed to be a waiver of any succeeding breach of
      such provision or a waiver of the provision itself by such Party or a
      waiver of any other provision or condition
  herein.

            


    

     

    
      	
              6.  

            	
              The
      Parties will be considered to be in breach of this Agreement should any
      one fail to abide by the terms of any supplementary
      Agreements.

            


    

     

    
      
      

    

    
      CLAUSE
13:  AMENDMENTS AND TERMINATION

       

    

    
      	
              1.  

            	
              This
      Agreement can be amended or terminated only if all Parties agree in
      writing.

            


    

     

    
      	
              2.  

            	
              This
      Agreement can be terminated in the event it becomes obvious to the Parties
      that it cannot be executed.

            


    

     

    
      
      

    

    
      CLAUSE
14:  FORCE MAJEUR

       

    

    
      	
              1.  

            	
              No
      Party shall be liable for any failure or delay in performing its
      obligations hereunder due to force majeure, which for purposes hereof
      shall include acts of God, governmental actions (other than actions
      related to the Plant land), war, riots, strikes, typhoons, accidents of
      transportation, explosions, court orders and civil commotion, fire,
      floods, labor disputes, and any other causes which could not with
      reasonable diligence by controlled or prevented by the
      Parties.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              2.  

            	
              In
      the event of Force Majeur, the Party affected shall provide written
      notification and provide official verification of the Force Majeur within
      15 days of its occurence.

            


    

     

    
      
      

    

    
      CLAUSE
15:  LEGAL JURISDICTION AND DISPUTE RESOLUTION

       

    

    
      	
              1.  

            	
              The
      Agreement, as well as any procedure arising there from, shall be governed
      by the Laws of the Peoples Republic of China.

            


    

     

    
      	
              2.  

            	
              Any
      dispute caused by fulfilling the Agreement shall be resolved through
      negotiations between the Parties. In the event the Parties fail to resolve
      the issue through negotiations, the dispute shall be submitted to Beijing
      Arbitration Committee.

            


    

     

    
      	
              3.  

            	
              External
      Disputes:

            


    

     

    
      	
               
      

            	
              3.1   If
      during the course of fulfilling this Agreement any Party suffers losses or
      an infringement of their rights as set out in this Agreement due to any
      third party, each Party shall, according to all relevant national laws and
      regulations,
bear  responsibility.

            


    

     

    
      	
               
      

            	
              3.2   With
      regards to joint liabilities, should any Party come to bear more liability
      than the other Parties, that Party shall have the right to recieve
      compensation from the other
Parties.

            


    

     

    
      	
               
      

            	
              3.3    The
      above mentioned liabilities include but are not limited to substantive and
      procedural liabilities.

            


    

     

    
      
      

    

    
      CLAUSE
16:  OTHER

       

    

    
      	
              1.  

            	
              If
      any matters are deemed unclear or uncertain in this Agreement by the
      Parties, the Parties shall issue supplementary agreements. If there are
      any conflicts between this Agreement and any supplementary agreements, the
      supplementary agreements shall take
precedence.

            


    

     

    
      	
              2.  

            	
              Any
      matters not covered by this Agreement or any supplementary agreement shall
      be regulated by all relevant laws and
  regulations.

            


    

     

    
      	
              3.  

            	
              Notwithstanding
      termination of this Agreement, neither Party shall be relieved from
      liability to the other for any breach of CLAUSE 11, 12, 15 of this
      Agreement.

            


    

     

    
      	
              4.  

            	
              This
      Agreement shall have 13 copies. Each copy shall be distributed to the
      Parties for signature. The agreement shall come into effect upon receiving
      all the signatures.

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
 

    IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day,
month and year first above written.

    


    


    


    ________________

    Signed
by

    on behalf
of [Asia Premium Television
Group Inc]

    


    


    


    


    


    _______________

    Signed
by

    on behalf of [Globstream
Technology]