exhibit10-4.htm


    EQUITY
      PLEDGE AGREEMENT

     

    This
      Equity Pledge Agreement (hereinafter 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 ChangAn Street,
      Beijing, China 100738 (“Pledgee”), and each
      of the shareholders of Party B listed on the signature pages hereto (each "Pledgor" and
      collectively, the “Pledgors”), and
      Beijing K's Media Advertising Ltd. Co., a limited liability company organized
      under the laws of the PRC (“Party B” or “Media”),
      with a
      registered address at 211 No. 31 YanXi Street, YanXi Economic Zone, Huai Rou
      District, Beijing, China.

     

    RECITALS

     

    1.         
      The Pledgee is a corporation incorporated under the laws of the British Virgin
      Islands that has expertise in the outdoor media business.

     

    2.         
      The Pledgors are each shareholders of Media. The Pledgors collectively own
      100%
      of the outstanding equity interests of Media. 

     

    3.         
      Pledgee and Media have executed a Consulting Services Agreement (hereinafter
      “Business Cooperation
      Agreement” or “Services
      Agreement”)
      concurrently herewith. Based on this Agreement, Media shall pay technical
      consulting and service fees (hereinafter the “Consulting Services
      Fees” or “Services
      Fees”) to
      Pledgee for offering consulting and related services.

     

    4.         
      In order to ensure that Media will perform its obligations under the Consulting
      Services Agreement, and in order to provide an additional mechanism for the
      Pledgee to enforce its rights to collect the Consulting Services Fees from
      Media, the Pledgors agree to pledge all their equity interest in Media as
      security for the performance of the obligations of Media under the Consulting
      Services Agreement and the payment of Consulting Services Fees under such
      agreement.

     

    NOW
      THEREFORE, the Pledgee,
      Media and the Pledgors through mutual negotiations hereby enter into this
      Agreement based upon the following terms:

     

    1. Definitions
      and
      Interpretation. Unless otherwise provided in this Agreement, the
      following terms shall have the following meanings:

     

    1.1 "Pledge”
refers
      to the
      full content of Section 2 hereunder.

     

    1.2 “Equity
      Interest”
refers to all the equity interest in Media legally held by the
      Pledgors.

     

    1.3 “Term
      of Pledge”
refers to the period provided for under Section 3.2 hereunder.

     

    1.4 “Event
      of Default”
refers to any event in accordance with Section 7.1 hereunder.

     

    1.5 “Notice
      of Default”
refers to the notice of default issued by the Pledgee in accordance
      with this
      Agreement.

     

    2. Pledge.
      The Pledgors
      agree to pledge their equity interest in Media to the Pledgee (“Pledged Collateral”)
      as a security for the obligations of Media under the Consulting Services
      Agreement. Pledge under this Agreement refers to the rights owned by the
      Pledgee, who shall be entitled to a priority in receiving payment by the
      evaluation or proceeds from the auction or sale of the equity interest pledged
      by the Pledgors to the Pledgee.

     

    3. Term
      of
      Pledge.

     

    3.1 The
      Pledge shall take effect as of the date when the Pledge of the equity interest
      under this Agreement is recorded in the Register of Shareholders of Media.
      The
      term of the Pledge shall last until all the obligations under the Business
      Cooperation Agreement have been satisfied by Media in full to the sole
      satisfaction of Pledgee.

     

    3.2 During
      the term of the Pledge, the Pledgee shall be entitled in accordance with PRC
      laws to vote, control, sell, or dispose of the pledged assets in accordance
      with
      this Agreement in the event that Pledgors do not perform their obligation under
      the Consulting Services Agreement and Media fails to pay the Consulting Services
      Fees in accordance with the Consulting Services Agreement.

     

    4. Physical
      Possession of
      Documents.

     

    4.1 During
      the term of Pledge under this Agreement, the Pledgors shall deliver the physical
      possession of their certificates representing shares of capital stock of Media
      (“Share
      Certificates”) to the Pledgee.

     

    4.2 The
      Pledgee shall be entitled to collect any and all dividends for declared or
      paid
      in connection with the equity interest.

     

    4.3 The
      Pledge under this Agreement shall be recorded in the Register of Shareholders
      of
      Media. The Pledgors shall, within ten (10) days after the date of this
      Agreement, process the registration procedures with Beijing Administration
      for
      Industry and Commerce concerning the Pledge.

     

    5. Representation
      and
      Warranties of Pledgors.

     

    5.1 The
      Pledgors are the legal owners of the equity interest pledged.

     

    5.2 The
      Pledgors have not pledged the equity interest to any other party, and or the
      equity interest is not encumbered to any other person except for the
      Pledgee.

     

    6. Covenants
      of
      Pledgors.

     

    6.1 During
      the effective term of this Agreement, the Pledgors promise to the Pledgee for
      its benefit that the Pledgors shall:

     

    6.1.1 Not
      transfer or assign the equity interest, create or permit to create any pledges
      which may have an adverse effect on the rights or benefits of the Pledgee
      without prior written consent from the Pledgee.

     

    6.1.2 Comply
      with and implement laws and regulations with respect to the pledge of rights;
      present to the Pledgee the notices, orders or suggestions with respect to the
      Pledge issued or made by the competent authority within five (5) days upon
      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 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 the Pledgor's any warranty and obligation
      under this Agreement or affect the Pledgor's performance of its obligations
      under this Agreement.

     

    6.2 The
      Pledgors agree that the Pledgee's right to the Pledge obtained from this
      Agreement shall not be suspended or inhibited by any legal procedure launched
      by
      the Pledgor or any successors of the Pledgor or any person authorized by the
      Pledgor or any such other person.

     

    6.3 The
      Pledgors promise to the Pledgee that in order to protect or perfect the security
      for the payment of the Services Fees, the Pledgors shall execute in good faith
      and cause other parties who have interests in the Pledge to execute all the
      title certificates, contracts, and perform actions and cause other parties
      who
      have interests to take action, as required by the Pledgee; and make access
      to
      exercise the rights and authorization vested in the Pledgee under this
      Agreement.

     

    6.4 The
      Pledgors promise to the Pledgee that they will execute all amendment documents
      (if applicable and necessary) in connection with any registration of the Pledge
      or any transfer of the Share Certificates with the Pledgee or its designated
      person (natural person or a legal entity), and provide the notice, order and
      decision to the Pledgee as necessary, within a reasonable amount of time upon
      request.

     

    6.5 The
      Pledgors promise to the Pledgee that they will comply with and perform all
      the
      guarantees, covenants, warranties, representations and conditions for the
      benefits of the Pledgee. The Pledgors shall compensate all the losses suffered
      by the Pledgee as a result of the Pledgors failing perform or fully perform
      their guarantees, covenants, warranties, representations and
      conditions.

     

    7. Events
      Of
      Default.

     

    7.1 The
      following events shall be regarded as the events of default:

     

    7.1.1 This
      Agreement is deemed illegal by a governing authority in the PRC, or the Pledgor
      is not capable of continuing to perform the obligations herein due to any reason
      except force majeure;

     

    7.1.2 Media
      fails to make full payment of the Services Fees as scheduled under the Service
      Agreement;

     

    7.1.3 A
      Pledgor
      makes any materially false, inaccurate, incomplete or misleading representations
      or warranties under Section 5 herein, and/or any Pledgor breaches any warranties
      under Section 5 herein;

     

    7.1.4 A
      Pledgor
      breaches the covenants under Section 6 herein;

     

    7.1.5 A
      Pledgor
      breaches the term or condition herein;

     

    7.1.6 A
      Pledgor
      waives the pledged equity interest or transfers or assigns the pledged equity
      interest without prior written consent of the Pledgee;

     

    7.1.7 Media
      is
      incapable of repaying in general debt or other debt;

     

    7.1.8 The
      property of a Pledgor is adversely affected causing the Pledgee to believe
      that
      the capability of any Pledgors to perform its obligations herein is adversely
      affected;

     

    7.1.9 The
      successors or agents of Media are only able to perform a portion of or refuse
      to
      perform the payment obligations under the Services Agreement;

     

    7.1.10 The
      breach of the other terms by action or inaction under this Agreement by a
      Pledgor.

     

    7.2 The
      Pledgors shall immediately give a written notice to the Pledgee if a Pledgor
      is
      aware of or discovers that any event under Section 7.1 herein or any event
      that
      may result in the foregoing events has occurred or is likely to
      occur.

     

    7.3 Unless
      the event of default under Section 7.1 herein has been resolved to the Pledgee's
      sole satisfaction, the Pledgee, at any time when the event of default occurs
      or
      thereafter, may give a written notice of default to the Pledgors and require
      the
      Pledgors to immediately make full payment of the outstanding Service Fees under
      the Service Agreement and other payables or exercise other rights in accordance
      with Section 8 herein.

     

    8. Exercise
      of
      Remedies.

     

    8.1 Authorized
      Action by Secured
      Party. The
      Pledgors hereby irrevocably appoint Pledgee the attorney-in-fact of the Pledgors
      for the purpose of carrying out the security provisions of this Agreement and
      taking any action and executing any instrument that the Pledgee may deem
      necessary or advisable to accomplish the purposes of this Agreement in
      accordance with applicable law. If an event of default occurs, or is continuing,
      Pledgee shall have the right to exercise the following rights and
      powers:

     

    (a) Collect
      by legal proceedings or otherwise and endorse and/or receive all payments,
      proceeds and other sums and property now or hereafter payable on or on account
      of the Pledged Collateral;

     

    (b) Enter
      into any extension, reorganization, deposit, merger, consolidation or other
      agreement pertaining to, or deposit, surrender, accept, hold or apply other
      property in exchange for the Pledged Collateral;

     

    (c) Transfer
      the Pledged Collateral to its own or its nominee's name;

     

    (d) Make
      any
      compromise or settlement, and take any action it deems advisable, with respect
      to the Pledged Collateral;

     

    (e) Notify
      any obligor with respect to any Pledged Collateral to make payment directly
      to
      the Pledgee;

     

    (f) All
      rights of the Pledgors to exercise the voting and other consensual rights it
      would otherwise be entitled to exercise without any action or the giving of
      any
      notice shall cease, and all such rights shall thereupon become vested in the
      Pledgee;

     

    (g) All
      rights of the Pledgors to receive distributions with respect to the Pledged
      Collateral which it would otherwise be authorized to receive and retain shall
      cease and all such rights shall thereupon become vested in the Pledgee;
      and

     

    (h) The
      Pledgors shall execute and deliver to the Pledgee appropriate instruments as
      the
      Pledgee may request in order to permit the Pledgee to exercise the voting and
      other rights, which it may be entitled to exercise and to receive all
      distributions which it may be entitled to receive.

     

    The
      Pledgors hereby grant to Pledgee an exclusive, irrevocable power of attorney,
      with full power and authority in the place and stead of the Pledgors to take
      all
      such action permitted under this Section 8.1. Such
      power of attorney shall be effective, automatically and without the necessity
      of
      any action (including any transfer of any Pledged Collateral) by any person,
      upon the occurrence and continuance of an event of default. Pledgee shall not
      have any duty to exercise any such right or to preserve the same and shall
      not
      be liable for any failure to do so or for any delay in doing so.

     

    8.2 Events
      of default;
      Remedies. Upon the occurrence of an event of default, Pledgee may,
      without notice to or demand on the Pledgors and in addition to all rights and
      remedies available to Pledgee, at law, in equity or otherwise, do any of the
      following:

     

    (a) Require
      the Pledgors to immediately pay all outstanding unpaid amounts due under the
      Services Agreement;

     

    (b) Foreclose
      or otherwise enforce Pledgee's security interest in any manner permitted by
      law
      or provided for in this Agreement;

     

    (c) Sell
      or
      transfer the rights or otherwise dispose of any Pledged Collateral at one or
      more public or private sales at Pledgee's place of business or any other place
      or places, whether or not such Pledged Collateral is present at the place of
      sale, for cash or credit or future delivery, on such terms and in such manner
      as
      Pledgee may determine;

     

    (d) Terminate
      this Agreement pursuant to Section 11.

     

    (e) Personally,
      or by agents or attorneys, immediately take possession of the Pledged Collateral
      or any part thereof, from the Pledgors or any other person who then has
      possession of any part thereof with or without notice or process of
      law;

     

    (f) Demand,
      sue for, collect or receive any money or property at any time payable or
      receivable in respect of the Pledged Collateral;

     

    (g) Sell
      or
      otherwise liquidate, or direct the Pledgors to sell, assign, transfer or
      otherwise liquidate the Pledged Collateral or any part thereof, and take
      possession of the proceeds of any such sale or liquidation;

     

    (h) Exercise
      any and all rights as beneficial and legal owner of the Pledged Collateral,
      including, without limitation, perfecting assignment of and exercising any
      and
      all voting, consensual and other rights and powers with respect to any Pledged
      Collateral;

     

    (i) Exercise
      any and all rights as beneficial and legal owner of the Pledged Collateral,
      including, without limitation, perfecting assignment of and exercising any
      and
      all voting, consensual and other rights and powers with respect to any Pledged
      Collateral; and

     

    (j) All
      the
      rights and remedies of a secured party upon default under applicable
      law.

     

    8.3 The
      Pledgee shall give a notice of default to the Pledgors when the Pledgee
      exercises its remedies under this Agreement.

     

    8.4 Subject
      to Section 7.3, the Pledgee may exercise its remedies under this Agreement
      at
      any time after the Pledgee gives a notice of default in accordance with Section
      7.3 or thereafter.

     

    8.5 The
      Pledgee is entitled to priority in receiving payment by the evaluation or
      proceeds from the auction or sale of whole or part of the equity interest
      pledged herein in accordance with legal procedure until the unpaid Services
      Fees
      under the Services Agreement are repaid.

     

    8.6 The
      Pledgor shall not hinder the Pledgee from exercising its rights in accordance
      with this Agreement and shall give necessary assistance so that the Pledgee
      may
      exercise its rights in full.

     

    9. Assignment.

     

    9.1 The
      Pledgors shall not donate or transfer rights and obligations herein without
      prior written consent from the Pledgee.

     

    9.2 This
      Agreement shall be binding upon each of the Pledgors and his, her or its
      successors and be binding on the Pledgee and its successor and
      assignee.

     

    9.3 The
      Pledgee may transfer or assign any of all of its rights and obligations under
      the Service Agreement to any individual specified by it (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, and such transfer shall only be subject to a written
      notice serviced to Pledgors, and at the request of the Pledgee, the Pledgors
      shall execute the relevant agreements and/or documents with respect to such
      transfer or assignment.

     

    9.4 In
      the
      event of a change in control of the Pledgee resulting in the transfer or
      assignment of this Agreement, the successor parties to the pledge shall execute
      a new pledge agreement.

     

    10. Formalities,
      Fees and Other
      Charges.

     

    10.1 The
      Pledgors shall be responsible for all the fees and actual expenses 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 applicable law, the Pledgors shall fully indemnify
      the
      Pledgee such taxes paid by the Pledgee.

     

    10.2 The
      Pledgors 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 Pledge) incurred
      by
      the Pledgors for the reason that the Pledgors fail to pay any payable taxes,
      fees or charges for other reasons which cause the Pledgee to recourse by any
      means or ways.

     

    11. Force
      Majeure.

     

    11.1 “Force
      Majeure,” shall include but not be limited to acts of governments, acts of
      nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war,
      refers to any unforeseen events beyond the party's reasonable control and cannot
      be prevented with reasonable care. However, any shortage of credit, capital
      or
      finance shall not be regarded as an event beyond a Party's reasonable control.
      The affected party by Force Majeure shall notify the other party of such event
      resulting in exemption promptly.

     

    11.2 In
      the
      event that the affected party is delayed in or prevented from performing its
      obligations under this Agreement by Force Majeure, only within the scope of
      such
      delay or prevention, the affected party will not be responsible for any damage
      by reason of such a failure or delay of performance. The affected party shall
      take appropriate means to minimize or remove the effects of Force Majeure and
      attempt to resume performance of the obligations delayed or prevented by the
      event of Force Majeure. After occurrence of an event of Force Majeure, when
      such
      event or condition ceases to exist, both parties agree to resume the performance
      of this Agreement with their best efforts.

     

    12. Confidentiality.
      The
      parties of this Agreement acknowledge and make sure that all the oral and
      written materials exchanged relating to this contract are confidential. All
      the
      parties have to keep them confidential and can not disclose them to any other
      third party without other parties' prior written approval, unless: (a) the
      public know and will know the materials (not because of the disclosure by any
      contractual party); (b) the disclosed materials are required by laws or stock
      exchange rules; or(c) materials relating to this transaction are disclosed
      to
      parties' legal consultants or financial advisors, however, who have to keep
      them
      confidential as well. Disclosure of confidential information by Employees or
      hired institutions of the parties is deemed as the act by the parties,
      therefore, subjecting them to liability.

     

    13. Dispute
      Resolution.

     

    13.1 This
      Agreement shall be governed by and construed in accordance with the PRC
      law.

     

    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 Commission
      (“CIETAC”) for arbitration. The arbitration shall follow the current rules of
      CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall
      take place in Beijing. Any resulting arbitration award shall be final and
      binding upon the parties.

     

    14. Notices.
      Any notice
      which is given by the 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 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 via facsimile from time to time.

     

    15. Entire
      Contract. All
      Parties agree that this Agreement constitute the entire agreement of the Parties
      with respect to the subject matter therein upon its effectiveness and supersedes
      and replaces all prior oral and/or written agreements and understandings
      relating to this Agreement.

     

    16. Severability.
      Any
      provision of this Agreement which is invalid or unenforceable because of
      inconsistent with the relevant laws shall, as to that jurisdiction, be
      ineffective to the extent of such invalidity or unenforceability, without
      affecting in any way the remaining provisions hereof.

     

    17. Appendices.
      The
      appendices to this Agreement are entire and integral part of this
      Agreement.

     

    18. Amendment
      or
      Supplement.

     

    18.1 Parties
      may amend and supply this Agreement with a written agreement, provided that
      such
      amendment shall be duly executed and signed by the Pledgee, Media, and holders
      of a majority of the shares of Media held by the Pledgors, and such amendment
      shall thereupon become a part of this Agreement and shall have the same legal
      effect as this Agreement.

     

    18.2 This
      Agreement and any amendments, modification, supplements, additions or changes
      hereto shall be in writing and come into effect upon being executed and sealed
      by the parties hereto.

     

    19. Counterparts.
      This
      Agreement may be executed by the Parties in counterparts, each Party holds
      one
      counterpart, and each original has the same legal effect.

     

    20. Effectiveness
      and
      Term. The Agreement is effective as of the date first set forth above and
      from the date when the Pledge is recorded on the Register of Shareholders of
      Media.

     



    SIGNATURE
      PAGE

     

    IN
      WITNESS WHEREOF, each party
      hereto has caused this Agreement duly executed by itself or a duly authorized
      representative on its behalf as of the date first written above.

     

    PLEDGEE:                                                                
      Orient Come Holdings Limited

    


    


    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                                                  


    


    PLEDGORS:

    


    SHAREHOLDERS
      OF PARTY B:

    /s/
      Kun (James) Wei                                                                   


    Name:                 
      Kun (James) 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%
                

            


    

    




    Appendix
      I

     

    RESOLUTIONS
      OF THE GENERAL SHAREHOLDERS’

     

    MEETING
      OF BEIJING K'S MEDIA ADVERTISING LTD. CO.

     

    WHEREAS,
      that certain significant shareholders of Beijing K's Media Advertising Ltd.
      Co.
      have agreed to pledge their shares of the company under an Equity Pledge
      Agreement dated December 23, 2007; and

     

    WHEREAS,
      it is in the best interest of the Company for the shareholders to enter into
      such Equity Pledge Agreement.

     

    RESOLVED,
      that the pledge of shares held by the shareholders of the company under the
      Equity Pledge Agreement is hereby approved.

     

    This
      resolution was executed and submitted on December 23, 2007 by the undersigned
      shareholders:

     

    SHAREHOLDERS:

     

    Signature:                                                                           
      

    


    Name:                                                                           
      

    


    Address:                                                                           
      

    


    


    


    ID
      Card
      No.:                                                                           


    


    Telephone:                                                                           
      

    


    Facsimile: