exhibit10-2.htm


    OPTION
      AGREEMENT

     

    This
      Option Agreement (this “Agreement”) is dated
      December 23, 2007, and is entered into in Beijing, China between Orient Come
      Holdings Limited, a company incorporated under the laws of the British Virgin
      Islands, located at Room 810, Block C2, Oriental Plaza, No. 1 Chang An Street,
      Beijing, China 100738 (“Party A”), and
      Beijing K's Media Advertising Ltd. Co., a limited liability company organized
      under the laws of the PRC (“Party B”), with a
      registered address at Room 211, No. 31, Yan Xi Street, Yan Xi Economic Zone,
      Huai Rou District, Beijing, China, and shareholders holding 100% outstanding
      shares of Party B (the “Shareholders” or
      "Party C").
      Party A and Party B, and Shareholders are referred to collectively in this
      Agreement as the “Parties.”

     

    RECITALS

     

    1.         
      Party A is a company incorporated under the laws of the British Virgin Islands,
      which has the expertise in the business of media and media placements;

     

    2.         
      Party B is a company incorporated in Beijing, China, and is an emerging outdoor
      media company, which will place advertisements that contain premium bands in
      KTV
      nightclubs (the “Business”);

     

    3.         
Party
      C are the Shareholders of Party B.
      Party C has the ownership of 100% equity interests in Party B (each, an “Equity
      Interest”and
      collectively the “Equity
      Interests”);

     

    4.         
A
      series of agreements such as the
      Business Cooperation Agreement (the “Service
      Agreement”)
      have been entered into by Parties A
      and B as of December 23,
      2007;

     

    5.         
An
      Equity Pledge Agreement (the “Pledge Agreement”)
      has been entered into by
      the Parties as of December 23, 2007;

     

    6.         
The
      Parties are entering into this
      Option Agreement in conjunction with the Pledge Agreement, Consulting Services
      Agreement and related agreements.

     

    NOW,
      THEREFORE, the Parties to
      this Agreement hereby agree as follows:

     

    1. Purchase
      and Sale of Equity
      Interest.

     

    1.1 Grant
      of Rights.
      Party C (hereafter collectively the “Transferor”) hereby
      irrevocably grants to Party A an option to purchase or cause any person
      designated by Party A(“Designated Persons”) to purchase, to the extent permitted
      under PRC Law, according to the steps determined by Party A, at the price
      specified in Section 1.3 of this Agreement, at any time from the Transferor
      a
      portion or all of the equity interests held by Transferor in Party B (the “Option”). No Option
      shall be granted by Transferor to any third party other than Party A and/or
      the
      Designated Persons. Party B hereby agrees to the granting of the Option by
      Party
      C to Party A and/or the Designated Persons. The "person” set forth in this
      clause and this Agreement means an individual, corporation, joint venture,
      partnership, enterprise, trust or a non-corporation organization.

     

    1.2 Exercise
      of Rights.
      According to the stipulations of PRC laws and regulation, Party A and/or the
      Designated Persons may exercise Option by issuing a written notice (the “Notice”)to the
      Transferor and specifying the equity interest purchased from Transferor (the
      "Purchased Equity
      Interest”) and the manner of purchase.

     

    1.3 Purchase
      Price.  For Party A to
      exercise the Option, the purchase price of the Purchased Equity Interest (“Purchase Price”)
      shall be One Hundred Dollars ($100.00), unless the applicable PRC laws and
      regulations require appraisal of the equity interests or stipulate other
      restrictions on the purchase price of equity interests.

     

    1.4 Transfer
      of
      the Purchased Equity Interest. Upon each exercise of the Option rights under
      this Agreement:

     

    1.4.1 Party
      B shall convene a shareholders'
      meeting upon request by the Transferor, and Transferor agrees to call such
      meeting. During the meeting, the resolutions
      shall be
      proposed, approving the transfer of the appropriate Equity Interest to Party
      A
      and/or the Designated Persons;

     

    1.4.2 The
      Transferor shall, upon the terms and
      conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into
      Equity
      Interest purchase agreement in a form reasonably acceptable to Party A, with
      Party A and/or the Designated Persons (as applicable);

     

    1.4.3 The
      related parties shall execute all
      other requisite contracts, agreements or documents, obtain all requisite approval
      and consent
      of the government, conduct all necessary actions, without any security interest,
      transfer the valid ownership of the Purchased Equity Interest to Party A and/or
      the Designated Persons, and cause Party A and/or the Designated
      Persons to be the registered
      owner of the Purchased Equity Interest. In this clause and this Agreement,
      “Security Interest”means
      any mortgage, pledge, the
      right or interest of the third party, any purchase right of equity interest,
      right of acquisition,
      right of first refusal,
      right of set-off, ownership detainment or other security arrangements, however,
      it does not include any security interest created under the Equity Pledge
      Agreement.

     

    1.5 Payment.
      The payment of the Purchase Price shall be determined by the consultation of Party
      A and/or
      the Designated Persons with the Transferor according to the applicable laws
      at
      the time of exercise of the Option.

     

    2. Promises
      Relating to Equity Interest.

     

    2.1 Promises
      Related to Party B. Party
      B and Party C hereby promise:

     

    2.1.1 Without
      prior written consent by Party
      A, not, in any form, to supplement, change or renew the Articles of Association
      of Party B, to increase or decrease registered capital of the corporation,
      or to
      change the structure of the registered capital in anyother forms;

     

    2.1.2 According
      to customary fiduciary
      standards applicable to managers with respect to corporations and their
      shareholders, to maintain the existence of the corporation, prudently and
      effectively operate the business;

     

    2.1.3 Without
      prior written consentby Party A, not, upon
      the
      execution of this Agreement, to sell, transfer, mortgage or dispose, in any
      other form, any asset, legitimate or beneficial interest of business or income
      of Party B, or encumber or approve any encumbrance or imposition of any security
      interest on Party A's
      assets;

     

    2.1.4 Without
      prior written notice by Party A,
      not issue or provide any guarantee or permit the existence of any debt, other
      than (i) the debt arising from normal or daily business but not from borrowing;
      and (ii) the debt disclosed to Party A and
      obtained the
      written consent from Party A;

     

    2.1.5 To
      normally operate all business to
      maintain the asset value of Party B, without taking any action or failing to
      take any action that would result in a material adverse effect on the
      business or asset value of
      Party B;

     

    2.1.6 Without
      prior written consent by Party
      A, not to enter into any material agreement, other than agreements in the
      ordinary course of business (for purposes of this paragraph, if the amount
      of
      the Agreement involves an amount that exceeds a hundred thousand
      Yuan (RMB
      100,000) the agreement shall be deemed material);

     

    2.1.7 Without
      prior written consent by
      Party A, not to provide loan or credit loan to any others;

     

    2.1.8 Upon
      the request of Party A, to provide
      all materials of operation and finance relevant to Party
      B;

     

    2.1.9 To
      Purchase and hold the insurance from
      an insurance company accepted by Party A, the insurance amount and category
      shall be the same with those held by the companies in the same industry or
      field, operating the similar business and owning the similar
      properties and
      assets as Party B;

     

    2.1.10 Without
      prior written consent by
      Party A, not to cause Party B to merge or associate with any person, or acquire
      or invest in any person;

     

    2.1.11 To
      notify Party A of the occurrence or
      the potential occurrenceof
      the litigation, arbitration or administrative procedure related to the assets,
      business and income of Party B;

     

    2.1.12 To
      cause Party B to maintain and
      preserve all its assets, and to execute all requisite or appropriate documents,
      take all requisite or appropriate actions, and pursue
      all
      appropriate claims, or make requisite or appropriate pleas for all
      claims;

     

    2.1.13 Without
      prior written notice by
      Party A, not to assign equity interests to shareholders in any form;

     

    2.1.14 According
      to the request of Party A, to
      appoint any person
      designated by Party A to be the directors of Party B.

     

    2.2 Promises
      Related to Transferor.
      Party C hereby promises:

     

    2.2.1 Without
      prior written consent by Party
      A, not, upon the execution of this Agreement, to sell, transfer, mortgage or
      dispose in any otherform
      any legitimate or beneficial interest of equity interest, or to approve any
      other security interest set on it, with the exception of the pledge set on
      the
      equity interest of the Transferor subject to Equity Pledge Agreement;

     

    2.2.2 Without
      the prior writtennotice by Party A, not
      to decide or
      support or execute any shareholder resolution at any shareholder meeting of
      Party B that approves any sale, transfer, mortgage or dispose of any legitimate
      or beneficial interest of equity interest, or allows any other security
      interest set on it, other than
      the pledge on the equity interests of Transferor pursuant to Equity Pledge
      Agreement;

     

    2.2.3 Without
      prior written notice by Party A,
      the Parties shall not agree or support or execute any shareholders resolution
      at
      any shareholder meeting of
      Party B that approves Party B's merger or association with any person,
      acquisition of any person or investment in any person;

     

    2.2.4 To
      notify Party A the occurrence or the
      potential occurrence of the litigation, arbitration or administrative procedure related to the
      equity
      interest owned by them;

     

    2.2.5 To
      cause the Board of Directors of
      Party B to approve the transfer of the Purchased Equity Interest subject to
      this
      Agreement;

     

    2.2.6 In
      order to keep its ownership of the
      equity interest, to execute all requisite or appropriate
      documents, conduct
      all requisite or appropriate actions, and make all requisite or appropriate
      claims, or make requisite or appropriate defend against fall claims of
      compensation;

     

    2.2.7 Upon
      the request of Party A, to appoint
      any person designated by
      Party A to be the directors of Party B;

     

    2.2.8 Upon
      the request of Party A at any time,
      to transfer its Equity Interest immediately to the representative designated
      by
      Party A unconditionally at any time and abandon its prior right of first refusal
      of such equity interest
      transferring to another available shareholder;

     

    2.2.9 To
      prudently comply with the provisions
      of this Agreement and other Agreements entered into collectively or respectively
      by the Transferor, Party B and Party A and perform all obligations under these Agreements,
      without
      taking any action or any nonfeasance that sufficiently affects the validity
      and
      enforceability of these Agreements;

     

    3. Representations
      and Warranties. As of the
      execution date of this Agreement and every transferring date, PartyB and Party C hereby
      represent and
      warrant collectively and respectively to Party A as follows:

     

    3.1 It
      has the power and ability to enter
      into and deliver this Agreement, and any equity interest transferring agreement
      (“Transferring
      Agreement,”respectively)
having
      it as a party, for every single
      transfer of the Purchased Equity Interest according to this Agreement, and
      to
      perform its obligations under this Agreement and any Transferring Agreement.
      Upon execution, this Agreement and the Transferring Agreementshaving
      it as a party will constitute a
      legal, valid and binding obligation of it enforceable against it in accordance
      with its terms;

     

    3.2 The
      execution, delivery of this
      Agreement and any Transferring Agreement and performance of the obligations
      under this Agreement and
      any Transferring Agreement will not: (i) cause a violation of any relevant
      laws
      and regulations of PRC; (ii) conflict with its Articles of Association or other
      organizational documents (if an entity); (iii) cause to breach any agreement
      or
      instruments
      to which it is a party or having
      binding obligation on it, or constitute the breach under any agreement or
      instruments to which it is a party or having binding obligation on it; (iv)cause
      to violate relevant authorization of any consent or approvalto
      it and/or any continuing valid
      condition; or (v) cause any consent or approval authorized to it to be
      suspended, removed, or into which other requests be added;

     

    3.3 The
      shares of Party B are transferable,
      and Party B has not permitted or caused any security interest to be imposed
      upon the shares
      of Party B.

     

    3.4 Party
      B does not have any unpaid
      debt, other than (i) debt arising from its normal business; and (ii) debt
      disclosed to Party A and obtained by written consent of Party A;

     

    3.5 Party
      B has complied with all PRC laws and regulations
      applicable
      to the acquisition of assets and securities in connection with this
      Agreement;

     

    3.6 No
      litigation, arbitration or
      administrative procedure relevant to the Equity Interests and assets of Party
      B
      or Party B itself is in process or to be settled and
      the Parties have no
      knowledge of any pending or threatened claim;

     

    3.7 The
      Transferor bears the fair and
      salable ownership of its Equity Interest free of encumbrances of any kind,
      other
      than the security interest pursuant to the Equity Pledge Agreement.

     

    4. Assignment
      of Agreement 

     

    4.1 Party
      B and Party C shall not
      transfer their rights and obligations under this Agreement to any third party
      without the prior written consent of the Party A.

     

    4.2 Party
      B and Party C hereby agree that
      Party A shall be ableto
      transfer all of its rights and obligation under this Agreement to any third
      party with its needs, and such transfer shall only be subject to a written
      notice sent to Party B and Party C by Party A, and no any further consent from
      Party B or Party C will
      be required.

     

    5. Effective
      Date and Term 

     

    5.1 This
      Agreement shall be effective as of
      the date first set forth above.

     

    5.2 The
      term of this Agreement is twenty
      (20) years unless the early termination in accordance with this Agreement or
      other terms of the relevant agreements stipulated by
      the Parties. This
      Agreement may be extended according to the written consent of Party A before
      the
      expiration of this Agreement. The term of extension will be decided unanimously
      through mutual agreement of the Parties.

     

    5.3 If
      Party A orParty B terminates by
      the expiration of
      its operating period (including any extended period) or other causes in the
      term
      set forth in Section 5.2, this Agreement shall be terminated simultaneously,
      except Party A has transferred its rights and obligationsin
      accordance with Section 4.2 of this
      Agreement.

     

    6. Applicable
      Law and Dispute Resolution

     

    6.1 Applicable
      Law. The execution,
      validity, construing and performance of this Agreement and the resolution of
      disputes under this Agreement shall be governed by the lawsof PRC.

     

    6.2 Dispute
      Resolution. The parties
      shall strive to settle any dispute arising from the interpretation or
      performance in connection with this Agreement through friendly consultation.
      In
      case no settlement can be reached through consultation within thirty (30) days after such
      dispute is
      raised, each party can submit such matter to China International Economic and
      Trade Arbitration Commission (the “CIETAC”)
      in accordance with its rules.
      Arbitration shall take place in Beijing and the proceedings shall beconducted
      in Chinese. Any resulting
      arbitration award shall be final conclusive and binding upon both
      parties.

     

    7. Taxes
      and
      Expenses. Each Party
      shall, according to the PRC laws, bear any and all registering taxes, costs
      and
      expenses for equity transfer arising from the preparation
      and execution
      of this Agreement and all Transferring Agreements, and the completion of the
      transactions under this Agreement and all Transferring Agreements.

     

    8. Notices.
      Notices or other communications
      required to be given by any party pursuant to this Agreement
      shall be
      written in English and Chinese and delivered personally or sent by registered
      mail or postage prepaid mail or by a recognized courier service or by facsimile
      transmission to the address of relevant each party or both parties
      set forth below or other address
      of the party or of the other addressees specified by such party from time to
      time. The date when the notice is deemed to be duly served shall be determined
      as the follows: (a) a notice delivered personally is deemed duly
      served upon the delivery; (b) a
      notice sent by mail is deemed duly served the tenth (10th)
      day after the date when the air
      registered mail with postage prepaid has been sent out (as is shown on the
      postmark), or the fourth (4th)
      day after the deliverydate to the internationally
      recognized courier service agency; and (c) a notice sent by facsimile
      transmission is deemed duly served upon the receipt time as is shown on the
      transmission confirmation of relevant documents.

     

    Party
      A:                         
Orient Come Holdings Limited

    
      	
              Address:

            	
              Room
                810, Block C2 

            


    

    
      	
               

            	
              Oriental
                Plaza, No. 1 ChangAn Street 

            


    

    
      	
               

            	
              Beijing,
                China 1007388 

            


    

    


    


    Party
      B:                      
Beijing K's Media Advertising Ltd. Co.

    
      	
              Address:

            	
              211
                No. 31 YanXi Street 

            


    

    
      	
               

            	
              YanXi
                Economic Zone, Huai Rou District 

            


    

    
      	
               

            	
              Beijing,
                China 

            


    

    


    


    Party
      C:                         
Shareholders

    


    Kun
      (James) Wei

    Address:                      
      Same as Party A

    


    Yong
      Lu

    Address:                      
      Same as Party B

    


    9. Confidentiality.
      The Parties acknowledge and
      confirm any oral or written materials exchanged by the Parties in connection
      with this Agreement are confidential. The Parties shall maintain the
      secrecy and
      confidentiality of all such materials. Without the written approval by the
      other
      Parties, any Party shall not disclose to any third party any relevant materials,
      but the following circumstances shall be excluded:

     

    (a) The
      materials that is known or may be known by the general public (but not include
      the materials disclosed by each party receiving the materials);

     

    (b) The
      materials are required to be disclosed subject to the applicable laws or the
      rules or provisions of stock exchange; or

     

    (c) The
      materials are disclosed by each Party to its legal or financial consultant
      relating the transaction of this Agreement, and this legal or financial
      consultant shall comply with the confidentiality set forth in this Section.
      The
      disclosure of the confidential materials by staff or employed institution of
      any
      Party shall be deemed as the disclosure of such materials by such Party, and
      such Party shall bear the liabilities for breaching the contract. This clause
      shall survive whatever this Agreement is invalid, amended, revoked, terminated
      or unable to implement by any reason.

     

    10. Further
      Warranties. The Parties
      agree to promptly execute documents reasonably required to perform the
      provisions and the aim of this Agreement or documents beneficial to it, and
      to take actions reasonably
      required to perform the provisions and the aim of this Agreement or actions
      beneficial to it.

     

    11. Miscellaneous.

     

    11.1 Amendment,
      Modification and Supplement. Any amendment and supplement
      to this
      Agreement shall only be effective is made by the Parties in writing.

     

    11.2 Entire
      Agreement. Notwithstanding
      the Article 5 of this Agreement, the Parties acknowledge that this Agreement
      constitutes the entire agreement of the Parties with respect to the subject
      matters therein and supersede and replace all prior or contemporaneous
      agreements
      and understandings in verb or/and in writing.

     

    11.3 Severability.
      If any provision of this
      Agreement is judged as invalid or non-enforceable according to relevant Laws,
      the provision shall be deemed invalid only within the applicable laws and regulations
      of the
      PRC, and the validity, legality and enforceability of the other provisions
      hereof shall not be affected or impaired in any way. The Parties shall, through
      fairly consultation, replace those invalid, illegal or non-enforceable
      provisions with valid
      provisions that may bring the similar economic effects with the effects caused
      by those invalid, illegal or non-enforceable provisions.

     

    11.4 Headings.
      The headings contained in this
      Agreement are for the convenience of reference only and shall not affect
      the
      interpretation, explanation or in any other way the meaning of the provisions
      of
      this Agreement.

     

    11.5 Language
      and
      Copies. This Agreement has
      been executed in Chinese in four (4) duplicate originals; each Party holds
      one
      (1) original and each
      duplicate original shall have the same legal effect.

     

    11.6 Successor.
      This Agreement shall bind and
      benefit the successor of each Party and the transferee allowed by each
      Party.

     

    11.7 Survival.
      Any obligation taking place or
      at term hereof prior to the end or termination ahead
      of the end of this
      Agreement shall continue in force and effect notwithstanding the occurrence
      of
      the end or termination ahead of the end of the Agreement. Article 6, Article
      8,
      Article 9 and Section 11.7 hereof shall continue in forceand
      effect after the termination of this
      Agreement.

     

    11.8 Waiver.
      Any Party may waive the terms
      and conditions of this Agreement in writing with the signature of the Parties.
      Any waiver by a Party to the breach by other Parties within certain situation
      shall not be construed as
      a waiver to any similar breach by other Parties within other situations.

     

     



    IN
      WITNESS WHEREOF, the
      parties hereof have caused this Option Agreement to be executed by their duly
      authorized representatives as of the date first written above.

     

    PARTY
      A:                                                                
Orient Come Holdings, Inc.

    


    


    By:           
      /s/ Ke Wang                                                        


    Name:                 
      Ke Wang                                                  


    Title:                 
      President                                                  


    


    


    PARTY
      B:                                                                
Beijing K's Media Advertising Ltd. Co.

    


    


    By:
/s/
      Kun (James)
      Wei                                                                         


    Name:                        
      Kun (James) Wei

    Title:                        
      President                                            


    




    [OPTION
      AGREEMENT SIGNATURE PAGE CONTINUED]

     

    


    PARTY
      C:

    SHAREHOLDERS
      OF PARTY B:

    


    


    /s/
      Kun (James)
      Wei                                                             


    Name:                 
      Kun Wei__                                                  


    (PRC
      ID Card
      No.:                                                
06825970
      )

    
      	
               

            	
              Shares
                of Beijing K's Media Advertising Ltd. Co. owned by Kun (James)
                Wei):  50% 

            


    

    


    


    


    /s/
      Yong
      Lu                                          


    Name:                 
      Yong Lu                                            


    (PRC
      ID Card
      No.:                                                
11010219670607195)

    
      	
               

            	
              Shares
                of Beijing K's Media Advertising Ltd. Co. owned by Yong
                Lu:  50%