Unassociated Document


    


    EQUITY
      INTEREST
      PLEDGE
      AGREEMENT

    


    THIS
      EQUITY
      INTEREST PLEDGE
      AGREEMENT (“Agreement”)
      is
      entered into by and between the following parties on September 28,
      2007. 

    


    Pledgee:
      Zhi Bao Da Tong (Beijing) Technology Co., Ltd. (“Party
      A” or “ZBDT”)

    Registered
      address: Room 210, #25 building, #15 An Ning Zhuang East Road, Haidian District,
      Beijing.

    


    Pledgor:
      Wang Zhenyu (“Party B”)

    ID
      No.: 222323197004100013

    Address:
      Room 302, Unit 2, Building 38, Xingtao Yuan, Huangcun Zhen, Daxing District,
      Beijing

    


    (each
      a
“Party”
and
      collectively the “Parties”)

    


    WHEREAS:

    


    
      	
              1.

            	
              The
                Pledgee is a wholly foreign-owned enterprise duly established and
                valid
                existing under the People’s Republic of China (the “PRC”)
                laws. The Pledgee and Beijing Zhi Yuan Tian Xia Technology Co., Ltd.
                (“ZYTX”) owned by the Pledgor entered into Exclusive
                Technical Consulting and Service Agreement on September 28, 2007
                (the
                “Service Agreement”).

            
	 	 
	
              2.

            	
              The
                Pledgor, a local citizen of the PRC, who holds 60% equity interest
                of
                ZYTX, which is a limited liability company duly established and valid
                existing in Beijing under the laws of PRC.

            
	 	 
	
              3.

            	
              Pursuant
                to the Service Agreement, ZYTX shall make certain payments to the
                Pledgee
                in consideration of the services and consultant provided by the Pledgee
                thereunder. In order to ensure that the Pledgee collects technical
                fee
                from ZYTX, the Pledgor is willing to pledge all its equity interest
                in
                ZYTX to the Pledgee as a security for the Pledgee to collect the
                technical
                consulting and service fees under the Service
                Agreement.

            


    

    


    NOW
      THEREFORE, through
      mutual negotiations, the Parties hereto agree as follows:

     

    
      
        Article
          1       Definitions

      

    

    


    Unless
      it
      is otherwise stipulated, for the purpose of this Agreement, the following terms
      shall have the following meanings:

    


    
      	
              1.1

            	
              Pledge
                means the full meaning assigned to that term in Article 2 of this
                Agreement.

            
	 	 
	
              1.2

            	
              Equity
                Interest means the 60% equity interest (the “Equity
                Interest”) in ZYTX legally held by the Pledgor and all the other
                equity interest which might be further held by the
                Pledgor;

            
	 	 
	
              1.3

            	
              Rate
                of Pledge means the ratio between the value of the pledge under this
                Agreement and the technical consulting fees under the Service
                Agreement.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    
      	
              1.4

            	
              Term
                of Pledge means the period provided for under Article 3.2
                hereunder.

            
	 	 
	
              1.5

            	
              Service
                Agreement means the Exclusive Technical Consulting and Service Agreement
                entered into by and between ZYTX and the Pledgee.

            
	 	 
	
              1.6

            	
              Event
                of Default means any event in accordance with Article 7
                hereunder.

            
	 	 
	
              1.7

            	
              Notice
                of Default means the notice of default issued by the Pledgee in accordance
                with this Agreement.

            


    

     

    
      
        Article
          2       Pledge

      

    

    


    
      	
              2.1

            	
              Party
                B agrees to pledge all its Equity Interest in ZYTX to the Pledgee
                as a
                guarantee for the technical consulting service fee payable to the
                Pledgee
                under the Service Agreement.

            
	 	 
	
              2.2

            	
              Pledge
                under this Agreement refers to the rights owned by the Pledgee who
                shall
                be entitled to have priority in receiving payment or proceeds from
                the
                auction or sale of the equity interest pledged by the Pledgor to
                the
                Pledgee.

            


    

    


    
      
        Article
          3       Rate
          of Pledge and Term of Pledge

      

    

    


    
      	
              3.1

            	
              The
                Rate of Pledge:

            
	 	 	 
	 	
              The
                Rate of Pledge shall be 100% under this Agreement.

            
	 	 
	
              3.2

            	
              The
                Term of Pledge

            
	 	 	 
	 	
              3.1.1

            	
              The
                Pledge of the Equity Interest under this Agreement shall take effect
                as of
                the date that the Pledge of the Equity Interest is recorded in the
                register of shareholders of ZYTX.

            
	 	 	 
	 	
              3.1.2

            	
              During
                the Term of Pledge, the Pledgee shall be entitled to foreclose on
                the
                Pledge in accordance with this Agreement in the event that ZYTX fails
                to
                pay exclusive technical consulting and service fees in accordance
                with
                Service Agreement.

            


    

    


    
      
        Article
          4       Physical
          Possession of Documents

      

    

    


    
      	
              4.1

            	
              During
                the Term of Pledge, the Pledgee shall be entitled to possess the
                contribution certificate of the Equity Interest (the “Contribution
                Certificate”) and the register of shareholders of ZYTX. The
                Pledgor shall delivery the Contribution Certificate and the register
                of
                shareholders hereunder to the Pledgee within one week after the signature
                date of this Agreement.

            
	 	 
	
              4.2

            	
              The
                Pledgee shall be entitled to collect the dividends from the Equity
                Interest.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        Article
          5       Representations
          and Warranties of Party B

      

    

    


    
      	
              5.1

            	
              Party
                B is the legal owner of the Equity Interest.

            
	 	 
	
              5.2

            	
              Except
                as otherwise provided hereunder, the Pledgee shall not be interfered
                with
                by any parties at any time when the Pledgee exercising its rights
                in
                accordance with this Agreement.

            
	 	 
	
              5.3

            	
              Except
                as otherwise provided hereunder, the Pledgee shall be entitled to
                exercise, dispose of or assign the Pledge in accordance with this
                Agreement.

            
	 	 
	
              5.4

            	
              The
                Pledgor shall not pledge or encumber the Equity Interest to any other
                person except for the Pledgee.

            


    

    


    
      
        Article
          6       Covenant
          of the Pledgor

      

    

    


    
      	
              6.1

            	
              During
                the effective term of this Agreement, the Pledgor covenants to the
                Pledgee
                that the Pledgor shall:

            
	 	 	 
	 	
              6.1.1

            	
              Except
                for the transfer of the Equity Interest by the Pledgor as subject
                to the
                Exclusive Equity Interest Purchase Agreement entered into by and
                among the
                Pledgor and ZBDT to transfer the Equity Interest to the Pledgee or
                the
                specified person consigned by the Pledgee (“Specified
                Person”), not transfer or assign the Equity Interest, create or
                permit to be created any pledges which may have an adverse affect
                on the
                rights or benefits of the Pledgee without prior written consent from
                the
                Pledgee.

            
	 	 	 
	 	
              6.1.2

            	
              Comply
                with and implement laws and regulation with respect to the right
                of
                pledge, present to the Pledgee the notices, orders or suggestions
                with
                respect to the Pledge issued or made by the competent authority after
                receiving such notices, orders or suggestions and comply with such
                notices, orders or suggestions, or object to the foregoing matters
                at the
                reasonable request of the Pledgee or with the written consent from
                the
                Pledgee.

            
	 	 	 
	 	
              6.1.3

            	
              Timely
                notify the Pledgee of any events or any received notices which may
                affect
                the Pledgor’s Equity Interest or any part of its right, and any events or
                any received notices which may change any of the Pledgor’s convenants and
                obligations under this Agreement or which may affect the Pledgor’s
                performance of its obligation under this Agreement.

            
	 	 	 
	
              6.2

            	
              The
                Pledgor agrees that the Pledgee’s right to exercise the Pledge obtained
                from this Agreement shall not be suspended or hampered through legal
                procedure by the Pledgor or any successors of the Pledgor or any
                person
                authorized by the Pledgor or any person authorized by the
                Pledgor..

            
	 	 
	
              6.3

            	
              The
                Pledgor warrants to the Pledgee that in order to protect or perfect
                the
                security over the payment of the technical consulting and service
                fees
                under the Service Agreement, the Pledgor shall execute in good faith
                and
                cause other parties who have interest in the Pledge to execute all
                the
                title certificates, contracts, and/or perform and cause other parties
                who
                have interests to take action as required by the Pledgee and provide
                access to exercise the rights and authorization vested in the Pledgee
                under this Agreement, and execute all the documents with respect
                to the
                changes or certificate of the Equity Interest with the Pledgee or
                the
                person (natural person or legal entity) designated by the Pledgee,
                and
                provide all the notices, orders and decisions regarded as necessary
                by the
                Pledgee to the Pledgee within the reasonable
                time.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
              6.4

            	
              The
                Pledgor warrants to the Pledgee that the Pledgor will comply with
                and
                perform all the guarantees, covenants, agreements, representations
                and
                conditions for the benefits of the Pledgee. The Pledgor shall compensate
                all the losses suffered by the Pledgee in the event that the Pledgor
                does
                not perform or fully perform his guarantees, covenants, agreements,
                representations and conditions.

            


    

    


    
      
        Article
          7       Events
          of Default

      

    

    


    
      	
              7.1

            	
              The
                events listed below shall be deemed as an event of
                default:

            
	 	 	 
	 	
              7.1.1

            	
              ZYTX
                fails to make full payments of the exclusive technical consulting
                and
                service fees as scheduled under the Service Agreement.

            
	 	 	 
	 	
              7.1.2

            	
              The
                Pledgor makes any material misleading or fraudulent representations
                or
                warranties under Article 5 herein, and/or the Pledgor is in violation
                of
                any warranties under Article 5 herein.

            
	 	 	 
	 	
              7.1.3

            	
              The
                Pledgor violates the covenants under Article 6 herein.

            
	 	 	 
	 	
              7.1.4

            	
              The
                Pledgor violates any terms or conditions herein.

            
	 	 	 
	 	
              7.1.5

            	
              The
                Pledgor waives the pledged Equity Interest or transfers or assigns
                the
                pledged Equity Interest without prior written consent of the Pledgee,
                except as provided in Article 6.1.1 in this Agreement.

            
	 	 	 
	 	
              7.1.6

            	
              Any
                external loan, security, compensation, covenants or other compensation
                liabilities of the Pledgor’s (1) are required to be repaid or performed
                prior to the scheduled date; or (2) are due but cannot be repaid
                or
                performed as scheduled and thereby cause the Pledgee to deem that
                the
                Pledgor’s capacity to perform the obligations herein is
                effected.

            
	 	 	 
	 	
              7.1.7

            	
              The
                Pledgor is incapable of repaying its general debt or other
                debt.

            
	 	 	 
	 	
              7.1.8

            	
              This
                Agreement becomes illegal for the reason of the promulgation of the
                related laws or the Pledgor’s incapability of continuing to perform the
                obligations herein.

            
	 	 	 
	 	
              7.1.9

            	
              Any
                approval, permits or authorization from the competent authority of
                the
                government needed to perform this Agreement or validate this Agreement
                are
                withdrawn, suspended, invalidated or materially
                revised.

            
	 	 	 
	 	
              7.1.10

            	
              The
                property of the Pledgor adversely changed and causes the Pledgee
                to deem
                that the capability of the Pledgor to perform the obligations herein
                under
                this Agreement is effected.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	 	
              7.1.11

            	
              The
                successors or assignees of ZYTX are only entitled to perform a portion
                of
                or refuse to perform the payment liability under Service
                Agreement.

            
	 	 	 
	 	
              7.1.12

            	
              Other
                circumstances whereby the Pledgee is incapable of exercising the
                right to
                foreclose on the Pledge in accordance with the related
                laws.

            
	 	 	 
	
              7.2

            	
              Party
                B should immediately notice Party A in writing if the Pledgor is
                aware of
                or finds that any event under Article 7.1 herein or any events that
                may
                result in the foregoing events have occurred or are
                occurring.

            
	 	 
	
              7.3

            	
              Unless
                the Event of Default under Article 7.1 herein has been remedied to
                the
                Pledgee’s satisfaction, the Pledgee, at any time when the Event of Default
                occurs or thereafter, may give a written notice of default to the
                Pledgor
                and require the Pledgor to immediately make full payments of the
                outstanding service fees under the Service Agreement and other payables
                or
                foreclose on the Pledge in accordance with Article 8
                herein.

            


    

    


    
      
        Article
          8       Exercise
          of the Right of the Pledge

      

    

    


    
      	
              8.1

            	
              The
                Pledgor shall not transfer or assign the Equity Interest without
                prior
                written approval from the Pledgee prior to the full repayment of
                the
                consulting and service fees under the Service
                Agreement.

            
	 	 
	
              8.2

            	
              The
                Pledgee shall give the Notice of Default to the Pledgor when the
                Pledgee
                exercises the right of pledge.

            
	 	 
	
              8.3

            	
              Subject
                to Article 7.3, the Pledgee may exercise the right to foreclose on
                the
                Pledge at any time when the Pledgee gives the Notice of Default pursuant
                to Article 7.3

            
	 	 
	
              8.4

            	
              The
                Pledgee is entitled to have priority in receiving payment or proceeds
                from
                the auction or sale of whole or part of the Equity Interest pledged
                herein
                in accordance with applicable law until the outstanding technical
                consulting and service fees and all other payables under the Service
                Agreement are repaid.

            
	 	 
	
              8.5

            	
              The
                Pledgor shall not hinder the Pledgee from foreclosing on the Pledge
                in
                accordance with this Agreement and shall give necessary assistance
                so that
                the Pledgee may effectively realize the value of the
                Pledge.

            


    

    


    
      
        Article
          9       Transfer
          or Assignment

      

    

    


    
      	
              9.1

            	
              The
                Pledgor shall not donate or transfer his rights or obligations herein
                without the prior written consent from the Pledgee.

            
	 	 
	
              9.2

            	
              This
                Agreement shall be binding upon and inure to the benefit of the successors
                of the Pledgor and be effective to the Pledgee and his each successor
                and
                assignee.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              9.3

            	
              The
                Pledgee may transfer or assign his all or any rights and obligations
                under
                the Service Agreement to any person (natural person or legal entity)
                at
                any time. In this case, the assignee shall enjoy and undertake the
                same
                rights and obligations herein of the Pledgee as if the assignee is
                a party
                hereto. When the Pledgee transfers or assigns the rights and obligations
                under the Service Agreement, at the request of the Pledgee, the Pledgor
                shall execute the relevant agreements and/or documents with respect
                to
                such transfer or assignment.

            


    

     

    
      	
              9.4

            	
              Due
                to the Pledgee’s change resulting from the transfer or assignment, the new
                parties to the pledge shall re-execute a pledge
                contract.

            


    

    


    
      
        Article
          10       Termination

      

    

    


    
      	
              10.1

            	
              This
                Agreement shall not be terminated until the consulting and service
                fees
                under the Service Agreement are paid in full and ZYTX shall no longer
                undertake any obligations under the Service
                Agreement.

            


    

    


    
      
        Article
          11       Formalities
          Fees and Other Expenses

      

    

    


    
      	
              11.1

            	
              The
                Pledgor shall be responsible for all the fees and actual expenditures
                in
                relation to this Agreement, including but not limited to legal fees,
                cost
                of production, stamp tax and any other taxes and charges. If the
                Pledgee
                pays the relevant taxes in accordance with the laws, the Pledgor
                shall
                fully indemnity such taxes paid by the Pledge.

            
	 	 
	
              11.2

            	
              The
                Pledgor shall be responsible for all the fees (including but not
                limited
                to any taxes, formalities fees, management fees, litigation fees,
                attorney’s fees, and various insurance premiums in connection with
                disposition of the Pledge) incurred by the Pledgor for the reason
                that the
                Pledgor fails to pay any payable taxes, fees or charges in accordance
                with
                this Agreement, or the Pledgee has recourse to any forgoing taxes,
                charges
                or fees by any means for other reasons.


            


    

    


    
      
        Article
          12       Force
          Majeure

      

    

    


    
      	
              12.1

            	
              If
                the fulfillment of this Agreement is delayed or blocked due to the
                Force
                Majeure Event, the party affected by such a Force Majeure Event shall
                free
                from any obligation to the extent of delay or holdback. Force Majeure
                Event (“Event”) means any event which is out of control of each party, and
                which is unavoidable or insurmountable even the party affected by
                such
                event has paid reasonable attention to it. The Event shall include,
                but
                not limited to, government actions, nature disaster, fire, explosion,
                typhoons, floods, earthquakes, tide, lightning or war. However, any
                lack
                of credit, assets or financing shall not be deemed as Event. The
                party
                claiming the occurrence of Event shall provide the other party with
                the
                steps of fulfilling the obligations of this Agreement.

            
	 	 
	
              12.2

            	
              The
                Party affected by such an Event shall free from any obligation under
                this
                Agreement based on the conditions that the Party affected by such
                an Event
                have made reasonable endeavors to perform the Agreement and request
                the
                exemption from the other party. The both Parties agree to do their
                best to
                recover performance of this Agreement if the reason for exemption
                has been
                corrected or remedied.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        Article
          13       Dispute
          Settlement

      

    

    


    
      	
              13.1

            	
              This
                Agreement shall be governed by and construed in all respects in accordance
                with the PRC laws.

            
	 	 
	
              13.2

            	
              The
                Parties shall strive to settle any dispute arising from the interpretation
                or performance, or in connection with this Agreement through friendly
                consultation. In case no settlement can be reached through consultation,
                each Party can submit such matter to China International Economic
                and
                Trade Arbitration Committee for arbitration according to the current
                effective arbitration rules of its. The arbitration shall be held
                in
                Beijing. The arbitration proceedings shall be conducted in Chinese.
                The
                arbitration award shall be final and binding upon the Parties. The
                arbitration award may be submitted to the applicable People’s Court for
                enforcement.

            


    

    


    
      
        Article
          14       Notices

      

    

    


    
      	
              14.1

            	
              Any
                notice to which is given by the both Parties hereto for the purpose
                of
                performing the rights and obligations hereunder shall be in writing.
                Where
                such notice is delivered personally, the time of notice is the time
                when
                such notice actually reaches the addressee; where such notice is
                transmitted by telex or facsimile, the notice time is the time when
                such
                notice is transmitted. If such notice does not reach the addressee
                on
                business date or reaches the addressee after the business time, the
                next
                business day following such day is the date of notice. The delivery
                place
                is the address first written above of the Parties hereto or the address
                advised in writing including facsimile and telex from time to
                time.

            


    

     

    
      
        Article
          15       Appendix

      

    

    


    
      	
              15.1

            	
              The
                Appendix of this Agreement as attached hereto is the part of this
                Agreement.

            


    

    


    
      
        Article
          16       Effectiveness

      

    

    


    
      	
              16.1

            	
              This
                Agreement and any amendments, supplements and modifications of this
                Agreement shall be in writing, and come into effect upon being executed
                by
                the Parties thereto.

            
	 	 
	
              16.2

            	
              This
                Agreement is executed both in Chinese and English with two copies
                for each
                language. The Chinese version will prevail in the event of any
                inconsistency between the English and any Chinese translations
                thereof.

            


    

    


    [THIS
      SPACE IS INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    This
      page
      is the signing page of this Equity Interest Pledge Agreement. 

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of the date first set forth above
      written.

     

    
 

    Party
      A: Zhi Bao Da Tong (Beijing) Technology Co., Ltd.

    Legal
      Representative: /s/ DeLu Gao

    


    


    Party
      B: Wang Zhenyu

    Signature:
      /s/ Wang Zhenyu

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    APPENDIX

    


    
      	
              1.

            	
              The
                register of the shareholders of ZYTX

            
	 	 
	
              2.

            	
              The
                Contribution Certificate of ZYTX

            
	 	 
	
              3.

            	
              The
                Exclusive Technical Consulting and Service
                Agreement.

            


    

     

    
      
        
        

      

      
        9