ex10x1.htm


    Exhibit
10.1

    Cooperation
Agreement

    Project
of One Hundred Screens for Straits Information Network

    


    Party A:
Beijing Shidai Lianxin Cultural Propagation Co., Ltd.

    Hereinafter
referred to as Party A,

    Party B:
Vastitude (Beijing ) Technology Co., Ltd.

    Hereinafter
referred to as Party B,

    


    Section
I General Provisions

     

    Article
1. To promote the information communication between the two sides of the Taiwan
Straits has not only economic impacts, but also immeasurable political and
cultural significance with the continuous increase of communication between the
two sides of the Straits on politics, economy and culture. It would become a new
and important communication platform in the communication between the two sides
of the Straits to transfer the information through carriers of LED full-colour
electronic display, which has an irreplaceable advantage in increasing the sense
of participation, identity, pride and mission among the people in the whole
country. The following consensus has been reached by Party A and Party B after
mutual discussion and consultation based on the principle of friendly
cooperation and equal benefit on the “Project of Hundreds of Screens for
Cross-trait Information Network”.

    


    Article
2. Parties to this Agreement

     

    Party A:
Beijing Shidai Lianxin Cultural Propagation Co., Ltd.

    Address:
Jia No.35, Fuwai Street, Xicheng District, Beijing City

    Post
Code: 100037

    Tel:
68997909

    Party B:
Vastitude (Beijing ) Technology Co., Ltd.

    Address:
Room A1201, Huibin Mansion, No.8, Beichen East Road, Chaoyang District, Beijing
City

    Post
Code: 100101

    Tel:

    


    Article
3 Project Basic Information

     

    
      
        	
                1)

              	
                Project
      Name: Project of One Hundred Screens for Straits Information
      Network

              


      

       

    

    
      	
              2)

            	
              Governing
      Department of the Project:

            


    

     

    Publishing
Exchange Center across the Taiwan Strait of Taiwan Affairs Office

    Beijing
Shidai Lianxin Cultural Propagation Co., Ltd. ( Party A)

     

    
      
        
          	
                  3)

                	
                  Host
      Organization of the
Project:

                


        

      

       

      
        Vastitude (Beijing ) Technology Co., Ltd. ( Party
B)

      

      
        
          
             

            
              	
                      4)

                    	
                            
                        Project Construction Content: The Project of One
      Hundred Screens for Straits Information Network is an electronic
      information media project initiated by Party A and designed by Party B
      with LED outdoor full color display screens. This project will adopt
      large-size full color display screens, which will be mainly set up on
      densely populated areas such as airport, square, main streets, university,
      important organ compound, public transport junction etc. Each unit will be
      designed according to the characteristics of each specific place and all
      units will be connected and controlled through fiber internet to achieve
      isochronous transfer of picture information. Beijing will be the first
      city in construction of this project of one hundred screens, and possibly
      this project will be finally expanded to all municipalities, cities
      specifically designated in the state plan, and all the capital cities
      etc.

                      

                    


            

          

           

           


      


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
4. Both parties shall sign separate or additional agreement according to
specific circumstances during the project operation process if either party
would like to increase the cooperative items.

    


    Section
II. Approaches to Cooperation

     

    Article
5.  This project shall be supervised by Party A and implemented by Party
B.

    This
project shall be managed under the company name of Vastitude (Beijing )
Technology Co., Ltd. ( Party B ) only in all public operation activities so as
to meet the principle of corporation management after this agreement is
signed.

    Party B
shall carry out its work in the way of corporation management with all
management cost entered legally in the relative accounting items.

    


    Article
6.  To ensure the correct political direction, Party A shall participate in
the joint management of the work of Master Control and General Editor
responsible for inspecting the broadcasting content, and working together with
Party B in inspecting the employment of project editor, project deputy editor
and other main editors and broadcasting staffs.

    All
expenditures incurred in the Master Control Room and the General Editor Room,
including room rent fee, equipment cost, employees’ compensation etc. will be
counted as part of the management cost.

    


    Article
7.  The operation period shall not be less than 15 years (or be extended
automatically as applicable) as Party B’s capital investment mainly relies on
the payback of advertisement, the markets of which the advertisements needs a
long time to grow into maturity due to the size of total investment of this
project, and it’s not from any financial allocation, nor any budget of
undertaking expenditures.

    The
project management methods shall be selected according to the market
requirement. Party B shall manage this project in the way of marketing operation
and corporative management.

    


    Article
8.  Party A shall provide support if the coordination communications with
the governing unit are required to be provided to the relative departments or
bureaus of the cities or of the provinces during the process of the project
construction.

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
III Rights and Obligations of Both Parties

     

    Article
9.  Party A shall be responsible for obtaining the approval of the project
without charging Party B separately for the relative expenses covered in the
management fee paid by Party B.

    


    Article
10.  Party A shall assure the authenticity, legality and enforceability of
the project, and be responsible for issuing the coordinating letters addressed
to relative functional departments and bureaus in Beijing or in other cities.
After the execution of this agreement, the commencement of the construction and
management of this project will be officially approved in written form by the
Taiwan Affairs Office of the State Council and the Publishing Exchange Center
Across Taiwan Straits.

    


    Article
11.  Party B shall be responsible for supporting Party A in coordinating
with relative functional departments and bureaus and responsible for
coordinating the relative expenses caused in the process.

    


    Article
12. The broadcasting content of this project shall be determined or
reviewed by Party A and prepared or edited by Party B.

    


    Article
13. During the operational process of this project, Party B shall carry out
the advertising investment work and absorb donation to the community programs in
complying with “The Advertisement Law”. Party A shall be entitled to supervise
the capital investment.

    


    Article
14.  As the independent undertaking unit, Party B shall be responsible for
the overall operational management of the project which includes operational
production, advertisement release and tender invitation etc. Party B will have
independent accounting and be responsible for its own profit and loss, bear the
investment risk and enjoy the return on investment.

    


    Article
15.  After signing of this agreement, Party B shall give a lump sum payment
of RMB 2 million to Party A as the management fee (which shall be paid before
Feb.28th due
to the Spring Festival and the company’s basic account opening).

    


    Article
16.  Starting from the second year of the formal network operation of the
project, Party A will charge Party B the editing fee on the draft with the
specific sum to be discussed and settled separately based on the actual
construction and broadcasting condition.

    


    Section
IV Project Investment Estimates

     

    Article
17.  The total investment of this project in Beijing City will be RMB 350
million. The size of the LED screen will be decided and designed according to
the specific site selection. The estimate number of the LED screen will be 100
units and the average budget for each unit will be RMB 3 million (RMB 3 million/
unit * 100 units = RMB 300 million). The investment for operating and management
cost will be RMB 50 million. Therefore the total investment would be RMB 350
million. (Rent fee of the selected sites is not included.)

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Article
18 Project Financing Source

    Party B
shall be responsible for the capital financing of the whole project, which would
be carried out in accordance with the marketing operation.

    


    Article
19.   Project Production, Design and Construction Periods

    The
product series selected by Party B through tender shall be adopted in principle
for the production, design and installation of all the screens used in this
project and the remote operative control system will adopts The first period of
site selection preparation will be 1 to 3 months. The period of site selection
expansion will be 1 year. (The trial operation period will start after the
installation of 5 to 10 units of screens.)

    


    Article
20.  After signing of this agreement, Party A and Party B shall work
together on the sites selection for 3 to 5 units of screens in the areas of
Airport Road, Chaoyang District and Haidian District. Party A shall be
responsible for preparing a document for the site selection. Party B shall be
responsible for investment, design, construction and operation.

    


    Section
V Liability for Breach of Agreement and Dispute Settlement

    


    Article
21.  Party A and Party B shall work actively together to discuss for
solution if this agreement could not be fulfilled due to Force Majeure
event.

    


    Article
22.  Either party violating the regulation of this agreement shall bear all
the loss caused to the other party by violating party’s action of breach of the
agreement and pay additional penal sum as appropriate.

    


    Article
23.  Any dispute arising between the parties shall be settled through
friendly discussion or referred to the corresponding court for
settlement.

    


    Article
24.All the items not covered by this agreement shall be settled through
discussion of the two parties via supplemental agreements by the
parties.

    


    Section
VI Execution of the Agreement

     

    Article
25. This agreement will be effective on the moment that it is signed by the
authorized representatives of the two parties.

    


    Article
26. This agreement will be signed and executed in quadruplicate with each party
keeping two copies of which with the same legal effect.

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    


     

     

    
      	      
               

              Party
      A:

              Beijing
      Shidai Lianxin

              Cultural
      Propagation Co., Ltd.

              


              Corporate
      Representative:

              


              Signature:

              


              Date:

              Feb.9th,
      2010

	      
              
                Party
      B:

                Vastitude
      (Beijing ) Technology

                Co.,
      Ltd.

                


                Corporate
      Representative:

                


                Signature:

                


                Date:

                Feb.9th,
      2010

              

            


    

     

    


    


    


    


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Publishing
Exchange Center across the Taiwan Strait

     
 

    


    


    Certification

    


    We hereby
certify that Beijing
Shidai Lianxin Cultural Propagation Co., Ltd. (Party A) is a state-owned
enterprise directly under the Publishing Exchange Center across the Taiwan
Strait.

     
 

    


    


    


    


                    Publishing
Exchange Center across the Taiwan Strait

                                                Dec.
12th,
2009