exhibit10-3.htm


    BUSINESS
      COOPERATION AGREEMENT

     

    This
      Business Cooperation Agreement (this “Agreement”) is dated
      December 23, 2007, and is entered into in Beijing, China between Orient Come
      Holdings Limited, a company incorporated under British Virgin Islands, located
      at Room 810, Block C2, Oriental Plaza, No. 1 ChangAn Street, Beijing, China
      100738 (“Party
      A”), Kinglake Resources, Inc., a Nevada corporation and the Parent
      Company of 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 YanXi Street, YanXi Economic Zone,
      HuaiRou District, Beijing, China. Party A and Party B 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. Potential audiences are higher than average income
                consumers (the “Business”); 

            


    

     

    
      	
              (3)

            	
              Party
                A desires to provide technical support, business support and related
                consulting services and relevant services to Party B, for compensation,
                and Party B agrees to accept such consulting services.
                

            


    

     

    
      	
              (4)

            	
              The
                Parties are entering into this Agreement to set forth the terms and
                conditions under which Party A shall provide services to Party B.
                

            


    

     

    NOW
      THEREFORE, the Parties
      agree as follows:

     

    1. DEFINITIONS

     

    1.1 In
      this Agreement the following terms shall have the following
      meanings:

     

    “Affiliate,”
with
      respect to any Person, shall mean any other Person that directly or indirectly
      controls, or is under common control with, or is controlled by, such Person.
      As
      used in this definition, “control” shall mean possession, directly or
      indirectly, of power to direct or cause the direction of management or policies
      (whether ownership of securities or partnership or other ownership interests,
      by
      contract or otherwise).

     

    “Consulting
      Services
      Fee” shall be as defined in Clause 3.1.

     

    “Indebtedness”
shall
      mean, as to any Person, without duplication, (i) all indebtedness (including
      principal, interest, fees and charges) of such Person for borrowed money for
      the
      deferred purchase price of property or services, (ii) the face amount of all
      letters of credit issued for the amount of such Person and all drafts drawn
      thereunder, (iii) all liabilities secured by any Lien on any property owned
      by
      such person, whether or not such liabilities have been assumed by such Person,
      (iv) the aggregate amount required to be capitalized under leases under which
      such Person is the lessee and (v) all contingent obligations (including, without
      limitation, all guarantees to third parties) of such Person.

     

    “Lien”
shall
      mean any
      mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
      lien (statutory or other), preference, priority or other security agreement
      of
      any kind or nature whatsoever (including, without limitation, any conditional
      sale or other title retention agreement, any financing or similar statement
      or
      notice filed under recording or notice statute, and any lease having
      substantially the same effect as any of the foregoing).

     

    “Person”
shall
      mean
      any individual, corporation, company, voluntary association, partnership, joint
      venture, trust, unincorporated organization, entity or other organization or
      any
      government body.

     

    “PRC”
means
      the
      People’s Republic of China.

     

    “Quarterly
      Date” shall
      mean the last day of March, June, September and December in each year, the
      first
      of which shall be the first such day following the date of this Agreement;
      provided that if any such day is not a business day in the PRC, then such
      Quarterly Date shall be the next succeeding business day in the PRC.

     

    “Services”
means
      the
      services to be provided under the Agreement by Party A to Party B, as more
      specifically described in Clause 2; in this Agreement a reference to a Clause,
      unless the context otherwise requires, is a reference to a clause of this
      Agreement.

     

    1.2 The
      headings in this Agreement shall not affect the interpretation of this
      Agreement.

     

    2. RETENTION
      AND SCOPE OF SERVICES

     

    2.1 Party
      B hereby agrees to retain the services of Party A, and Party A accepts such
      appointment, to provide to Party B services in relation to the current and
      proposed operations of Party B’s business in the PRC upon the terms and
      conditions of this Agreement. The services subject to this Agreement shall
      include, without limitation:

     

    (a) General
      Business
      Operation. Advice and assistance relating to development of technology
      and provision of consultancy services, particularly as related to the
      Business.

     

    (b) Human
      Resources.

     

    (i) Advice
      and assistance in relation to the staffing of Party B, including assistance
      in
      the recruitment, employment and secondment of management personnel,
      administrative personnel and staff of Party B;

     

    (ii) Training
      of management, staff and administrative personnel;

     

    (iii) Assistance
      in the development of sound payroll administrative controls in Party
      B;

     

    (iv) Advice
      and assistance in the relocation of management and staff of Party
      B;

     

    (v) Marketing
      and other related advice;

     

    (c) Research
      and
      Development.

     

    (i) Advice
      and assistance in relation to research and development of Party B;

     

    (ii) Advice
      and assistance in strategic planning;

     

    (d) Guaranty.  Kinglake
      shall take such action as may be reasonably required to guaranty up to RM 10
      million ($1.3 million U.S.) of Party B's financial obligations; and

     

    (e) Other.  Such
      other advice and assistance as may be agreed upon by the Parties.

     

    2.2 Exclusive
      Services
      Provider. During the term of this Agreement, Party A shall be the
      exclusive provider of the Services. Party B shall not seek or accept similar
      services from other providers unless the prior written approval is obtained
      from
      Party A.

     

    2.3 Intellectual
      Properties Related to the Services. Party A shall own all intellectual
      property rights developed or discovered through research and development, in
      the
      course of providing Services, or derived from the provision of the Services.
      Such intellectual property rights shall include patents, trademarks, trade
      names, copyrights, patent application rights, copyright and trademark
      application rights, research and technical documents and materials, and other
      related intellectual property rights including the right to license or transfer
      such intellectual properties. If Party B must utilize any intellectual property,
      Party A agrees to grant an appropriate license to Party B on terms and
      conditions to be set forth in a separate agreement.

     

    2.4 Pledge.
      Party B
      shall permit and cause Party B’s shareholders to pledge the equity interests of
      Party B to Party A for securing the Fee that should be paid by Party B pursuant
      to this Agreement.

     

    3. PAYMENT

     

    3.1 General.

     

    (a) In
      consideration of the Services provided by Party A hereunder, Party B shall
      pay
      to Party A during the term of this Agreement a consulting services fee, equal
      to
      80% of the quarterly revenues after deduction of direct operating costs,
      expenses and taxes (the “Consulting Services Fee”). Party B shall pay the
      Consulting Services Fee based on the quarterly financial statements provided
      under Clause 5.1 below. Such quarterly payment shall be made within 15 days
      after receipt by Party A of the financial statements referenced
      above.

     

    (b) Party
      B will permit, from time to time during regular business hours as reasonably
      requested by Party A, or its agents or representatives (including independent
      public accountants, which may be Party B’s independent public accountants), (i)
      to conduct periodic audits of books and records of Party B, (ii) to examine
      and
      make copies of and abstracts from all books, records and documents (including,
      without limitation, computer tapes and disks) in the possession or under the
      control of Party B (iii) to visit the offices and properties of Party B for
      the
      purpose of examining such materials described in clause (ii) above, and (iv)
      to
      discuss matters relating to the performance by Party B hereunder with any of
      the
      officers or employees of Party B having knowledge of such matters. Party A
      may
      exercise the audit rights provided in the preceding sentence at any time,
      provided that Party A provides ten (10) days written notice to Party B
      specifying the scope, purpose and duration of such audit. All such audits shall
      be conducted in such a manner as not to interfere with Party B’s normal
      operations.

     

    3.2 Party
      B shall not be entitled to set off any amount it may claim is owed to it by
      Party A against any Consulting Services Fee payable by Party B to Party A unless
      Party B first obtains Party A’s written consent.

     

    3.3 The
      Consulting Services Fee shall be paid in RMB by wire transfer to a bank account
      or accounts specified by Party A, as may be specified in writing from time
      to
      time.

     

    3.4 Should
      Party B fail to pay all or any part of the Consulting Service’s Fee due to Party
      A in RMB under this Clause 3 within the time limits stipulated, Party B shall
      pay to Party A interest in RMB on the amount overdue based on the three (3)
      month lending rate for RMB announced by the Bank of China on the relevant due
      date.

     

    3.5 All
      payments to be made by Party B hereunder shall be made free and clear of and
      without deduction for or on account of tax, unless Party B is required to make
      such payment subject to the deduction or withholding of tax.

     

    4. FURTHER
      TERMS OF COOPERATION

     

    4.1 All
      business revenue of Party B shall be directed in full by Party B into a bank
      account(s) directed by Party A.

     

    5. UNDERTAKINGS
      OF PARTY B

     

    Party
      B hereby agrees that, during the term of the Agreement:

     

    5.1 Information
      Covenants. Party B will furnish to Party A:

     

    5.1.1 Preliminary
      Monthly
      Reports. Within five (5) days after the end of each calendar month the
      preliminary income statements, balance sheet and results of operations of Party
      B made up to and as at the end of such calendar month, in each case prepared
      in
      accordance with the PRC generally accepted accounting principles, consistently
      applied.

     

    5.1.2 Final
      Monthly
      Reports. Within ten (10) days after the end of each calendar month, a
      final report from Party Bon the financial situation such as income statements,
      balance sheet and results of operations of Party B made up to and as at the
      end
      of such calendar month and for the elapsed portion of the relevant financial
      year, setting forth in each case in comparative form figures for the
      corresponding period in the preceding financial year, in each case prepared
      in
      accordance with the PRC generally accepted accounting principles, consistently
      applied.

     

    5.1.3 Quarterly
      Reports. As soon as available and in any event within thirty (30) days
      after each Quarterly Date (as defined below), unaudited consolidated balance
      sheet, consolidated statements of operations, statements of cash flows and
      changes in financial situation of the Party B and its subsidiaries, if any,
      for
      such quarterly period and for the period from the beginning of the relevant
      fiscal year to such Quarterly Date, setting forth in each case actual versus
      budgeted comparisons and in comparative form the corresponding consolidated
      figures for the corresponding period in the preceding fiscal year, accompanied
      by a certificate of the chief financial officer of the Party B, which
      certificate shall state that said financial statements fairly present the
      consolidated financial condition and results of operations, as the case may
      be,
      of the Party B and its subsidiaries, if any, in accordance with U.S. general
      accepted accounting principles applied on a consistent basis as at the end
      of,
      and for, such period (subject to normal year-end audit adjustments and the
      preparation of notes for the audited financial statements).

     

    5.1.4 Annual
      Audited
      Accounts. Within six (6) weeks of the end of the financial year, the
      annual audited accounts of Party B to which they relate (setting forth in each
      case in comparative form the corresponding figures for the preceding financial
      year), in each case prepared in accordance with, among others, the U.S.
      generally accepted accounting principles, consistently applied.

     

    5.1.5 Budgets.
      At
      least 45 days before the first day of each financial year of Party B, a budget
      in form satisfactory to Party A (including budgeted statements of income and
      sources and uses of cash and balance sheets) prepared by Party B for each of
      the
      four financial quarters of such financial year accompanied by the statement
      of
      the chief financial officer of Party B to the effect that, to the best of his
      knowledge, the budget is a reasonable estimate for the period covered
      thereby.

     

    5.1.6 Notice
      of
      Litigation. Promptly, and in any event within one (1) business day after
      an officer of Party B obtains knowledge thereof, notice of (i) any litigation
      or
      governmental proceeding pending against Party B which could materially adversely
      affect the business, operations, property, assets, condition (financial or
      otherwise) or prospects of Party B and (ii) any other event which is likely
      to
      materially adversely affect the business, operations, property, assets,
      condition (financial or otherwise) or prospects of Party B.

     

    5.1.7 Other
      Information. From time to time, such other information or documents
      (financial or otherwise) as Party A may reasonably request.

     

    5.2 Books,
      Records and
      Inspections. Party B will keep proper books of record and account in
      which full, true and correct entries in conformity with generally accepted
      accounting principles in the PRC, provided however, that such books and records
      shall also meet the requirements of US generally accepted accounting principles
      to the extent necessary to prepare the reports described above in Sections
      5.1.3
      and 5.1.4. Party B will permit officers and designated representatives of Party
      A to visit and inspect, under guidance of officers of Party B, any of the
      properties of Party B, and to examine the books of record and account of Party
      B
      and discuss the matters, finances and accounts of Party B with, and be advised
      as to the same by, its and their officers, all at such reasonable times and
      intervals and to such reasonable extent as Party A may request.

     

    5.3 Corporate
      Franchises. Party B will do or cause to be done, all things necessary to
      preserve and keep in full force and effect its existence and its material
      rights, franchises and licenses.

     

    5.4 Compliance
      with
      Statutes, etc. Party B will comply with all applicable statutes,
      regulations and orders of, and all applicable restrictions imposed by, all
      governmental bodies, in respect of the conduct of its business and the ownership
      of its property, including without limitation, maintenance of valid and proper
      government approvals and licenses necessary to provide the services, except
      that
      such noncompliances could not, in the aggregate, have a material adverse effect
      on the business, operations, property, assets, condition (financial or
      otherwise) or prospects of Party B.

     

    6. NEGATIVE
      COVENANTS

     

    Party
      B covenants and agrees that, during the term of this Agreement, without the
      prior written consent of Party A.

     

    6.1 Equity.
      Party B
      will not issue, purchase or redeem any equity or debt securities of Party
      B.

     

    6.2 Liens.
      Party B
      will not create, incur, assume or suffer to exist any Lien upon or with respect
      to any property or assets (real or personal, tangible or intangible) of Party
      B
      whether now owned or hereafter acquired, provided that the provisions of this
      Clause 6.2 shall not prevent the creation, incurrence, assumption or existence
      of:

     

    6.2.1 Liens
      for taxes not yet due, or Liens for taxes being contested in good faith and
      by
      appropriate proceedings for which adequate reserves have been established;
      and

     

    6.2.2 Liens
      in respect of property or assets of Party B imposed by law, which were incurred
      in the ordinary course of business, and (x) which do not in the aggregate
      materially detract from the value of such property or assets or materially
      impair the use thereof in the operation of the business of Party B or (y) which
      are being contested in good faith by appropriate proceedings, which proceedings
      have the effect of preventing the forfeiture or sale of the property of assets
      subject to any such Lien.

     

    6.3 Consolidation,
      Merger,
      Sale of Assets, etc. Party B will not wind up, liquidate or dissolve its
      affairs or enter into any transaction of merger or consolidation, or convey,
      sell, lease or otherwise dispose of (or agree to do any of the foregoing at
      any
      future time) all or any part of its property or assets, or purchase or otherwise
      acquire (in one or a series of related transactions) any part of the property
      or
      assets (other than purchases or other acquisitions of inventory, materials
      and
      equipment in the ordinary course of business) of any Person, except that (i)
      Party B may make sales of inventory in the ordinary course of business and
      (ii)
      Party B may, in the ordinary course of business, sell equipment which is
      uneconomic or obsolete.

     

    6.4 Dividends.
      Party B will not declare or pay any dividends, or return any capital, to its
      shareholders or authorize or make any other distribution, payment or delivery
      of
      property or cash to its shareholders as such, or redeem, retire, purchase or
      otherwise acquire, directly or indirectly, for a consideration, any shares
      of
      any class of its capital stock now or hereafter outstanding (or any options
      or
      warrants issued by Party B with respect to its capital stock), or set aside
      any
      funds for any of the foregoing purposes.

     

    6.5 Leases.
      Party B
      will not permit the aggregate payments (including, without limitation, any
      property taxes paid as additional rent or lease payments) by Party B under
      agreements to rent or lease any real or personal property to exceed US $120,000
      in any fiscal year of Party B.

     

    6.6 Indebtedness.
      Party B will not contract, create, incur, assume or suffer to exist any
      indebtedness, except accrued expenses and current trade accounts payable
      incurred in the ordinary course of business, and obligations under trade letters
      of credit incurred by Party B in the ordinary course of business, which are
      to
      be repaid in full not more than one (1) year after the date on which such
      indebtedness is originally incurred to finance the purchase of goods by Party
      B.

     

    6.7 Advances,
      Investment
      and Loans. Party B will not lend money or credit or make advances to any
      Person, or purchase or acquire any stock, obligations or securities of, or
      any
      other interest in, or make any capital contribution to, any other Person, except
      that Party A may acquire and hold receivables owing to it, if created or
      acquired in the ordinary course of business and payable or dischargeable in
      accordance with customary trade terms.

     

    6.8 Transactions
      with
      Affiliates. Party B will not enter into any transaction or series of
      related transactions, whether or not in the ordinary course of business, with
      any Affiliate of Party B, other than on terms and conditions substantially
      as
      favorable to Party B as would be obtainable by Party B at the time in a
      comparable arm’s-length transaction with a Person other than an Affiliate and
      with the prior written consent of Party A.

     

    6.9 Capital
      Expenditures. Party B will not make any expenditure for fixed or capital
      assets (including, without limitation, expenditures for maintenance and repairs
      which should be capitalized in accordance with generally accepted accounting
      principles in the PRC or in the United States) in excess of US $5,000, without
      the prior written consent of Party A.

     

    6.10 Modifications
      to Debt
      Arrangements, Agreements or Articles of Association. Party B will not (i)
      make any voluntary or optional payment or prepayment on or redemption or
      acquisition for value of (including, without limitation, by way of depositing
      with the trustee with respect thereto money or securities before due for the
      purpose of paying when due) any existing Indebtedness or (ii) amend or modify,
      or permit the amendment or modification of, any provision of any existing
      Indebtedness or of any agreement (including, without limitation, any purchase
      agreement, indenture, loan agreement or security agreement) relating to any
      of
      the foregoing or (iii) amend, modify or change its Articles of Association
      or
      Business License, or any agreement entered into by it, with respect to its
      capital stock, or enter into any new agreement with respect to its capital
      stock.

     

    6.11 Line
      of
      Business. Party B will not engage (directly or indirectly) in any
      business other than those types of Business except with the prior written
      consent of Party A.

     

    7. TERM
      AND TERMINATION

     

    7.1 This
      Agreement shall take effect on the date of execution of this Agreement and
      shall
      remain in full force and effect unless terminated pursuant to Clause 7.2 for
      a
      period of 20 years.

     

    7.2 This
      Agreement may be terminated:

     

    7.2.1 by
      either Party giving written notice to the other Party if the other Party has
      committed a material breach of this Agreement (including but not limited to the
      failure by Party B to pay the Consulting Services Fee) and such breach, if
      capable of remedy, has not been so remedied within, in the case of breach of
      a
      non-financial obligation, 30 days, following receipt of such written
      notice;

     

    7.2.2 either
      Party giving written notice to the other Party if the other Party becomes
      bankrupt or is the subject of proceedings or arrangements for liquidation or
      dissolution or ceases to carry on business or becomes unable to pay its debts
      as
      they come due;

     

    7.2.3 by
      either Party giving written notice to the other Party if, for any reason, the
      operations of Party A are terminated;

     

    7.2.4 by
      either Party giving written notice to the other Party if the business license
      or
      any other license or approval material for the business operations of Party
      B is
      terminated, cancelled or revoked; or

     

    7.2.5 by
      election of Party A with or without reason.

     

    7.3 Any
      Party electing properly to terminate this Agreement pursuant to Clause 7.2
      shall
      have no liability to the other Party for indemnity, compensation or damages
      arising solely from the exercise of such right. The expiration or termination
      of
      this Agreement shall not affect the continuing liability of Party B to pay
      any
      Consulting Services Fees already accrued or due and payable to Party A. Upon
      expiration or termination of this Agreement, all amounts then due and unpaid
      to
      Party A by Party B hereunder, as well as all other amounts accrued but not
      yet
      payable to Party A by Party B, shall forthwith become due and payable by Party
      B
      to Party A.

     

    8. PARTY
      A’S REMEDY UPON PARTY B’S BREACH

     

    In
      addition to the remedies provided elsewhere under this Agreement, Party A shall
      be entitled to remedies permitted under PRC laws, including without limitation,
      compensation for any direct and indirect losses arising from the breach and
      legal fees incurred to recover losses from such breach.

     

    9. AGENCY

     

    The
      Parties are independent contractors, and nothing in this Agreement shall be
      construed to constitute either Party to be the agent, Partner, legal
      representative, attorney or employee of the other for any purpose whatsoever.
      Neither Party shall have the power or authority to bind the other except as
      specifically set out in this Agreement.

     

    10. GOVERNING
      LAW AND JURISDICTION

     

    10.1 Governing
      Law.
      This Agreement shall be governed by, and construed in accordance with, the
      laws
      of the PRC.

     

    10.2 Arbitration.

     

    10.2.1 Any
      dispute arising from, out of or in connection with this Agreement shall be
      settled through friendly consultations between the Parties. Such consultations
      shall begin immediately after one Party has delivered to the other Party a
      written request for such consultation. If within ninety (90) days following
      the
      date on which such notice is given, the dispute cannot be settled through
      consultations, the dispute shall, upon the request of any Shareholder with
      notice to the other Party, be submitted to arbitration in China under the
      auspices of China International Economic and Trade Arbitration Commission (the
      “CIETAC”). The
      Parties shall jointly appoint a qualified interpreter for the arbitration
      proceedings and shall be responsible for sharing in equal portions the expenses
      incurred by such appointment.

     

    10.2.2 Number
      and Selection
      ofArbitrators.
      There
      shall be three (3) arbitrators. Party B shall select one (1) arbitrator and
      Party A shall select one (1) arbitrator, and both arbitrators shall be selected
      within thirty (30) days after giving or receiving the demand for arbitration.
      Such arbitrators shall be freely selected, and the Parties shall not be limited
      in their selection to any prescribed list. The chairman of the CIETAC shall
      select the third arbitrator. If a Party does not appoint an arbitrator who
      has
      consented to participate within thirty (30) days after the selection of the
      first arbitrator, the relevant appointment shall be made by the chairman of
      the
      CIETAC.

     

    10.2.3 Language.
      Unless otherwise provided by the arbitration rules of CIETAC, the arbitration
      proceeding shall be conducted in English. The arbitration tribunal shall apply
      the arbitration rules of the CIETAC in effect on the date of the signing of
      this
      Agreement. However, if such rules are in conflict with the provisions of this
      Clause, including the provisions concerning the appointment of arbitrators,
      the
      provisions of this Clause  shall prevail.

     

    10.3 Cooperation
      Disclosure. Each Party shall cooperate with the other Party in making
      full disclosure of and providing complete access to all information and
      documents requested by the other Party in connection with such proceedings,
      subject only to any confidentiality obligations binding on such
      Parties.

     

    10.4 Jurisdiction
      of the
      Arbitration Award Enforcement. The arbitration award shall be final and
      binding upon all parties. It may be entered into by any court having
      jurisdiction, or application may be made to such court for a judicial
      recognition of the award or any order of enforcement thereof.

     

    10.5 Continuing
      Obligations. During the period when a dispute is being resolved, the
      Parties shall in all other respects continue their implementation of this
      Agreement.

     

    11. ASSIGNMENT

     

    No
      part of this Agreement shall be assigned or transferred by Party B without
      the
      prior written consent of Party A. Any such assignment or transfer shall be
      void.
      Party A, however, may assign its rights and obligations.

     

    12. 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 each relevant 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 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 delivery date 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, BlockC2, Oriental Plaza, 

            


    

    
      	
               

            	
              No.
                1 ChangAn Street 

            


    

    
      	
               

            	
              Beijing,
                China 100738 

            


    

    


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

    Address:                      
      Room 211, No. 31 YanXi Street

    YanXi
      Economic Zone, Huai Rou
      District

    Beijing,
      China

    


    


    13. GENERAL

     

    13.1 The
      failure to exercise or delay in exercising a right or remedy under this
      Agreement shall not constitute a waiver of the right or remedy or waiver of
      any
      other rights or remedies and no single or partial exercise of any right or
      remedy under this Agreement shall prevent any further exercise of the right
      or
      remedy or the exercise of any other right or remedy.

     

    13.2 Should
      any clause or any part of any Clause contained in this Agreement be declared
      invalid or unenforceable for any reason whatsoever, all other clauses or parts
      of clauses contained in this Agreement shall remain in full force and
      effect.

     

    13.3 This
      Agreement constitutes the entire agreement between the Parties relating to
      the
      subject matter of this Agreement and supersedes all previous
      agreements.

     

    13.4 No
      amendment or variation of this Agreement shall be valid unless it is in writing
      and signed by or on behalf of each of the Parties.

     

    13.5 This
      Agreement shall be executed in two originals in Chinese. This Agreement has
      both
      an English version and a Chinese version. Both versions are equally authentic.
      Where a comparison of the authentic texts of both versions of this Agreement
      renders a difference in meaning, the meaning which best reconciles the texts,
      having regard to the object and purpose of this Agreement shall be
      adopted.

     

     



    SIGNATURE
      PAGE

     

    IN
      WITNESS WHEREOF, both
      parties hereto have caused this Business Cooperation Agreement to be duly
      executed by their legal representatives and duly authorized representatives
      on
      their behalf as of the date first set forth above.

     

    PARTY
      A:                                                                
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