Strictly
      Confidential

    


    [Reference
      Translation]

    


    


    


    


    


    


    
      
        

      



    


    


    Letter
      of Intent

    


    


    


    
      
        

      



    


    


    


    


    Shandong
      Radio & Broadcasting Newspaper Goup

    


    


    and

    


    Jinan
      Zhong Kuan Dian Guang Information Technology Co. Ltd.

    


    


    


    


    


    


    
 

    


    


    


    


    


    


    


     

    December
      2007


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    LETTER
      OF INTENT

    


    This
      Letter of Intent (LOI)
      is
      dated this fifth day of December 2007

    


    by
      and among

    


    
      	
              (1)

            	
              Shandong
                Radio & Broadcasting Newspaper Group (Party A),
                a
                company incorporated under the laws of the People’s Republic of China
                (PRC)
                with its registered address at No.3, Qingnian East Road, Licheng
                District,
                Jinan, Shandong Province, PRC,
                250011;

            


    

    


    and
      

    


    
      	
              (2)

            	
              Jinan
                Zhong Kuan Dian Guang Information Technology Co.,
                Ltd.
                (Party
                B),
                a company incorporated under the laws of PRC, with its registered
                address
                at
                Room 1014, Wenjiao Tower, No. 1 Qingnian East Road, Jinan, Shandong
                Province, PRC, 250011;

            


    

    


    (individually
      a Party,
      and
      collectively the Parties).

    

      
        	
                1.

              	
                Transaction

              


      

    

    

      
        	 	
                1.1

              	
                Subject
                  to the completion of a satisfactory due diligence within the scope
                  proposed by Party B in accordance with paragraph 2 of this LOI,
                  Party B
                  shall contribute RMB 30,000,000. Party A shall contribute assets,
                  valued
                  at RMB 30,000,000, that are related to business of Shandong Radio
&
                  Broadcasting Newspaper Group (Including TV Weekly Magazine, Movie
                  Times
                  Magazine, and Shandong Radio & Broadcasting Newspaper). The Parties
                  seek to jointly incorporate a company that shall be named, on a
                  temporary
                  basis, Shandong TV Guide Mediao Group Co. Ltd. (New Company), and
                  located
                  in Jinan, in which Party A and Party B shall hold, respectively,
                  50% and
                  50% of the equity interest therein. The business scope of the New
                  Company
                  shall include, without limitation, the technical consulting service,
                  information consulting service, TV program production, advertising
                  design,
                  advertising agency services; and other business operations which
                  are
                  approved by the Parties. 

              


      

      


      
        	 	
                1.2

              	
                When
                  the New Company is incorporated, Party A shall enter into Exclusive
                  Operating Service Agreement (Exclusive Service Agreement) and Exclusive
                  Advertising Agency Agreement (Exclusive Advertising Agreement)
                  with the
                  New Company. The terms set forth in the Exclusive Service Agreement
                  and
                  the format of such agreements shall be to the complete satisfaction
                  of
                  party B. In accordance with these agreements, Party A shall accept
                  the
                  exclusive consultation services related to all newspaper and magazine
                  publishing business and grant the exclusive advertising agency
                  rights to
                  the New Company. (The incorporation of the New Company, the signing
                  of
                  “Exclusive Service Agreement” and “Exclusive Agency Agreement” are
                  collectively named “Transaction”). 

              


      

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

      

        
          	
                  2.

                	
                  Financial,
                    Technical and Legal Due
                    Diligence

                


        


        
          	 	
                  2.1

                	
                  Party
                    B and its advisors shall undertake financial, technical and legal
                    due
                    diligence of Party A and the companies and entities related to
                    the
                    operations of Party A within 30 days following the signing of
                    this LOI.
                    For the avoidance of doubt, the technical due diligence will
                    examine
                    details of the user information database, agreements with users,
                    intellectual property and other related aspects of the assets
                    and
                    business. Party B has provided a due diligence checklist and
                    the proposed
                    scope of the due diligence prior to the date of this LOI.
                    

                


        

        


        
          	 	
                  2.2
                    

                	
                  Party
                    A shall use its best efforts to facilitate the due diligence
                    by providing
                    documentation and corporate information in a timely manner upon
                    the
                    request of Party B and its
                    advisors.

                


        

        


        
          	 	
                  2.3

                	
                  Concurrently
                    with and on the basis of the due diligence findings, the Parties
                    agree to
                    discuss and consider the most efficient structures for the Transaction
                    and
                    to devise a restructuring plan to be implemented prior to the
                    closing of
                    the Transaction. 

                


        

        

          
            	
                    3.

                  	
                    Definitive
                      Agreements

                  


          

        

      

    

    


    Subject
      to satisfactory due diligence and agreement on the restructuring plan, within
      45
      days after the signing of this LOI, the Parties agree to sign and, where
      necessary, cause their affiliated persons to sign, a number of agreements for
      the Transaction (Definitive
      Agreements),
      including without limitation: cooperative framework agreement, Exclusive Service
      Agreement, and Exclusive Advertising Agency Agreement. The Parties shall set
      forth specific provisions regarding the restructuring plan in the cooperative
      framework agreement. 

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    

      
        	
                4.

              	
                Closing

              


      

    

     

    The
      Parties agree that, unless Party B expressly desires otherwise, the closing
      of
      the Transaction shall be conditional upon the following, namely:

    

      
        	 	
                4.1

              	
                the
                  completion of a full financial and legal
                  due diligence of Party A and its related companies and entities
                  by Party
                  B’s advisors with Party A’s assistance as set forth in paragraph 2 above,
                  and the result of such due diligence is satisfactory to Party B
                  in all
                  material aspects; 

              


      

      


      
        	 	
                4.2

              	
                the
                  Parties having entered into the Definitive Agreements listed in
                  paragraph
                  3 above and having performed their obligations thereunder;
                  

              


      

      


      
        	 	
                4.3

              	
                the
                  restructuring plan having been implemented and completed;
                  and

              


      

      


      
        	 	
                4.4

              	
                all
                  necessary consents and/or approvals being granted by third parties
                  (including governmental authorities) and all subsequent registrations
                  and
                  administrative filings being
                  completed.

              


      

      

        
          	
                  5.

                	
                  Non-Binding
                    Nature

                


        

      

    

    


    The
      Parties agree that, except for paragraphs
      7 and 9 hereof, this LOI is not intended to be a binding agreement, but merely
      reflects the Parties’ understanding to date. After signing hereof, the Parties
      will proceed to undertake further negotiations and to commence with the
      Transaction in accordance with the process specified in paragraph 2 above and
      on
      the basis of this LOI.

    

      
        	
                6.

              	
                Non-Competition

              


      

      

        
          	 	
                  6.1

                	
                  After
                    the completion of the Transaction, Party A shall not, through
                    its
                    shareholders and affiliated companies, without first obtaining
                    the written
                    approval of Party B, operate any business or undertake any cooperation
                    with any third parties that are identical or similar to the
                    Transaction.

                


        

        


        
          	 	
                  6.2

                	
                  Each
                    Party shall minimize any existing or potential conflicts of interest
                    during the Transaction and shall disclose the existence or awareness
                    of
                    any such conflict to the other
                    Party.

                


        

      

    

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    

      
        	
                7.

              	
                Confidentiality

              


      

    

     

    The
      Parties agree that all information related to the negotiation of this
      Transaction and any other associated information deemed by any Party to be
      confidential (including, without limitation, information relating to any Party’s
      business and intellectual property rights) disclosed to the other Party during
      the negotiations relating to this LOI will only be used for the purpose of
      the
      Transaction only, and the Parties will take appropriate measures to ensure
      that
      such information will not be acquired by any third party through inappropriate
      means. The obligations of this paragraph
      7 shall survive any termination of the LOI.

    


    If
      either
      Party violates the provisions of this paragraph 7, it shall be liable to the
      other Party for the damages caused thereby.

    

      
        	
                8.

              	
                Good
                  Faith Negotiations

              


      


      
        	 	
                8.1

              	
                The
                  Parties agree to negotiate in good faith to sign the Definitive
                  Agreements
                  and any other documents required for the closing
                  of the Transaction within 30 days
                  after the execution of this LOI.

              


      

      


      
        	 	
                8.2

              	
                If
                  the Transaction cannot be completed within 45 days
                  hereof, all transactions for purposes of the Transaction will immediately
                  cease except for the Parties’ confidentiality obligations specified in
                  paragraph 7 hereof, and neither Party shall be liable to the other
                  Party
                  for any other obligations herein. The timeframe prescribed in this
                  clause
                  may be adjusted through mutual agreement between the
                  Parties.

              


      

    

    

      
        	
                9.

              	
                Exclusivity

              


      

      

        Party
          A
          agrees that, within 60
          days
          from the date hereof: 

      

    

    

      
        	 	
                9.1

              	
                it
                  will negotiate exclusively with Party B with respect to Party
                  A's businesses contemplated in the Transaction (whether by merger,
                  equity sale, asset sale or otherwise), an investment by any person
                  in
                  Party A, or any other transaction inconsistent with the Acquisition
                  contemplated by this LOI, and immediately will terminate any existing
                  negotiations with any other party with respect to any such transaction;
                  

              


      

      


      
        	 	
                9.2

              	
                it
                  will not and will cause its shareholders not to, directly or indirectly
                  (through agents or otherwise), encourage or solicit any inquiries
                  or
                  accept any proposals by, or engage in any discussions or negotiations
                  with
                  or furnish any information to, any other person concerning any
                  such sale
                  or investment; and 

              


      

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      

        
          	 	
                  9.3

                	
                  if
                    Party A or any of its shareholders receive any proposal or other
                    communication from a third party relating to a proposed purchase
                    of or
                    investment in Party A's businesses or any portion thereof, Party
                    A will
                    promptly communicate to Party B the substance thereof. Party A
                    will cause its shareholders to observe the terms of this LOI,
                    and Party A
                    will be responsible for any breach of this LOI by any of its
                    shareholders. 

                


        

        
           

          
            	
                    10.

                  	
                    Expenses

                  


          

        

      

    

    


    Each
      Party
      shall pay its own fees and expenses incurred with respect to this LOI and to
      the
      preparation and signing of the documents referred to in paragraph 8.1 above,
      including, without limitation, legal fees, taxes and stamp duties.

    

      
        	
                11.

              	
                Applicable
                  Law 

              


      

    

     

    This
      LOI
      shall be governed by and interpreted in accordance with PRC
      law.


    

      
        	
                12.

              	
                Dispute
                  Resolution 

              


      

    

     

    All
      disputes arising from or in connection with this LOI shall be resolved through
      friendly consultation between the Parties. If the dispute cannot be resolved
      through such consultation, it shall be submitted to the China International
      Economic and Trade Arbitration Commission in Beijing for arbitration, which
      shall be conducted in Chinese in accordance with the Commission’s arbitration
      rules in effect at the time of applying for arbitration. The arbitral award
      shall be final and binding upon the Parties. 

    

      
        	
                13.

              	
                Language
                  and Versions

              


      

    

    


    This
      LOI
      shall be executed in 2 sets of originals and each Party shall receive 1 set
      of
      originals. 

     

    


    [The
      space below is intentionally left blank]


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have caused this LOI to be executed by their duly authorized
      representatives on the date first written above.

    


     

    


    For
      and on behalf of 

    


    


    Shandong
      Radio & Broadcasting Newspaper Group

    


    Chop: 

    


     

    


    Signature: _________________

    


    Name:
      Ms.
      Liu Hui Lan

    


    Title:
      Publisher/President

    


    


    


    Jinan
      Zhong Kuan Dian Guang Information Technology Co. Ltd.

    


    Chop: 

     

    


    


    Signature: _________________

    


    Name:
      Mr.
      Pu Yue

    


    Title:
      General Manager

     

    
      
         

      

      
        -6-