[Reference
      Translation]

    


    


    


    


    

      
        

      

    

     

     

    Cooperation
      Agreement

     

     

    
      
        

      



     

    among

    


    Shandong
      Broadcast & TV Weekly Press

    


    and

    


    Modern
      Movie & TV Biweekly Press

    


    and

    


    Ji’nan
      Zhongkuan Dian Guang Information Technology Co., Ltd

     

     

     

     

    March
      2008

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        

      

       

    

    Table
      of Contents

    


    

      
        	
                Chapters

              	 	
                Pages

              
	 	 	 
	
                Chapter

              	
                 1

              	
                 Definitions
                  and Interpretations

              	
                2

              
	
                Chapter

              	
                 2

              	
                 New
                  Co Establishment

              	
                5

              
	
                Chapter

              	
                 3

              	
                 Inter-Company
                  Relationship

              	
                7

              
	
                Chapter

              	
                 4

              	
                 Representations
                  and Warranties

              	
                9

              
	
                Chapter

              	
                 5

              	
                 Covenants

              	
                11

              
	
                Chapter

              	
                 6

              	
                 Conditions
                  Precedent

              	
                13

              
	
                Chapter

              	
                 7

              	
                 Completion
                  of Cooperation

              	
                14

              
	
                Chapter

              	
                 8

              	
                 Effectiveness
                  and Termination

              	
                15

              
	
                Chapter

              	
                 9

              	
                 Events
                  of Breach

              	
                17

              
	
                Chapter

              	
                 10

              	
                 Force
                  Majeure

              	
                17

              
	
                Chapter

              	
                 11

              	
                 Confidentiality

              	
                18

              
	
                Chapter

              	
                 12

              	
                 Miscellaneous

              	
                19

              


      

    

     

    Schedules

    


    
      	A.	
              List
                of Assets

            


    

     

    
      
        
          	B.	
                  List
                    of The Seconded Staff

                


        

      

    

    


    
      	C.	
              List
                of Governmental Authorizations

            


    

     

     

    
      
        
        

      

      
        -
          1
          -

        
          

        

      

      
        
        

      

    

    


    This
      Cooperation
      Agreement (Agreement)
      is
      entered into on this 8th
      day of
      March 2008 in Ji’nan, Shandong Province, People’s Republic of China
      (PRC)

    


    by
      and among 

    


    
      	
              (1)

            	
              Shandong
                Broadcast & TV Weekly Press (Party A),
                a
                PRC legal entity with its registered address at No. 11, Qingnian
                East
                Road, Ji’nan City, Shandong Province, PRC, whose legal representative is
                Liu Huilan, a PRC citizen; and

            


    

     

    
      	
              (2)

            	
              Modern
                Movie & TV Biweekly Press (Party
                B),
                a legal entity established under the laws of the PRC with its registered
                address at No. 7, Qingnian East Road, Ji’nan City, Shandong Province, PRC,
                whose legal representative is Liu Huilan, a PRC citizen;
                and

            


    

    


    
      	
              (3)

            	
              Ji’nan
                Zhongkuan Dian Guang Information Technology Co., Ltd
                (Party
                C),
                a company established under PRC laws with its registered address
                at Suite
                1014, Wenjia Building, No. 1 Qingnian East Raod, Lixia District,
                Ji’nan
                City, Shandong Province, PRC, whose legal representative is Pu
                Yue.

            


    

    


    


    WHEREAS

    


    
      	(1)	
              Party
                A and Party B are engaged in the provision of the Business (as defined
                below) and have obtained the licenses necessary to operate the Business
                in
                the PRC;

            


    

    


    
      	(2)	
              Party
                A and Party B intend to establish a new company (New
                Co)
                which
                will be a joint venture partly owned by
                Party C; and

            


    

    


    
      	(3)	
              The
                parties entered into a letter of intent regarding the aforesaid subject
                matter on 5 December 2007.

            


    

     

    NOW,
      THEREFORE,
      the
      parties hereto agree as follows:

    


    Chapter
      1   Definitions
      and Interpretations

    


    
      	
              1.1

            	
              Definitions

            


    

    


    Unless
      otherwise indicated, the following terms in this Agreement shall have the
      meanings set forth below:

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

      
        

      

       

    

    
      	
              Affiliate

            	
              in
                relation to an entity, means another entity:

               

              (1) in
                which the entity holds, directly or indirectly, at least 10% of the
                equity
                interest or voting rights; or

               

              (2) which
                is the entity’s Parent Company or Subsidiary.

            
	 	 
	
              Appraisal

            	
              the
                appraisal of the Assets conducted by a qualified appraisal
                agent;

            
	 	 
	
              Assets

            	
              any
                assets relating to the operation of the Business, as listed in Schedule
                A;

            
	 	 
	
              Business

            	
              the
                business relating to the operations of (1) Shandong Broadcast & TV
                Weekly, View Weekly and Modern Movie & TV Biweekly (Newspapers
                and Periodicals),
                including without limitation the distribution of periodicals, the
                publication of advertising, the organization of public relations
                events,
                the provision of information services, copyright transactions, the
                production of audio and video products, the provision of audio value-added
                communication services;

            
	 	 
	
              Completion of
                

              Cooperation

            	
              the
                date of fulfillment of all of the conditions precedent as listed
                in
                Article 6.1 (unless waived in accordance with Article 6.2.3) which
                shall
                occur no later than 31 March 2008, unless extended in accordance
                with
                Article 6.2.2; 

            
	 	 
	
              Exclusive
                

              Advertising
                

              Agency
                

              Agreement

            	
              shall
                be
                as
                defined in Article 3.1.1;

            
	 	 
	
              Exclusive
                

              Consulting
                

              Service
                

              Agreement

            	
              shall
                be as defined in Article 3.2.1;

            
	 	 
	
              Force
                Majeure

            	
              any
                earthquake, storm, fire, flood, war or other significant event of
                natural
                or human-caused disaster arising after the signing hereof which is
                unavoidable, not possible to overcome, beyond the control of any
                party
                hereto and prevents the total or partial performance of this Agreement
                by
                any party hereto, including any change of any laws or regulations
                and any
                government actions relating to Party A and Party
                B;

            


    

     

    
      
        
        

      

      
        -
          3
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              Governmental
                

              Authorizations

            	
              shall
                be as defined in Article 4.2.5;

            
	 	 
	
              Parent
                Company

            	
              in
                relation to an entity, another entity of which the entity is a Subsidiary
                (as defined below);

            
	 	 
	
              PRC
                Law

            	
              all
                laws and legislation of the PRC that are in effect, including laws,
                regulations, resolutions, decisions, decrees and orders of government
                agencies and other documents of a legislative, administrative or
                judicial
                nature; 

            
	 	 
	
              RMB

            	
              Renminbi,
                the lawful currency of the PRC;

            
	 	 
	
              Subsidiary

            	
              in
                relation to an entity, another entity in which the entity holds,
                directly
                or indirectly, 50% or more of the entity’s total equity interest or voting
                rights; 

            
	 	 
	
              Tax

            	
              all
                forms of taxation, including enterprise income tax, business tax,
                value-added tax, stamp duty and individual income tax levied by the
                PRC
                tax authorities pursuant to PRC Law, as well as any penalty, surcharge
                or
                fine in connection therewith;

            
	 	 
	
              Trade
                Secret

            	
              any
                information relating to this Agreement or the parties, including
                any
                information regarding costs, technologies, financial contracts, future
                business plans and any other information deemed by the parties to
                be
                confidential, and which is generally
                unknown by the public,
                has never been publicly disclosed,
                has practical value and is of economic benefit to the
                parties;

            
	 	 
	
              Transaction

              Documents

            	
              all
                documents that require signing under PRC Law in order to complete
                the
                transactions contemplated hereunder, including without limitation
                the
                Articles of Association of the New Co, the Exclusive Advertising
                Agency
                Agreement and Exclusive Consulting Service Agreement;

            
	 	 
	
              Staff

              Secondment

            	
              as
                defined in Article 2.4.1.

            


    

     

    
      
        
        

      

      
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          4
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      	1.2	
              Interpretations

            


    

    


    All
      headings used herein are for reference purposes only and do not affect the
      meaning or interpretation of any provision hereof. Any reference herein to
      an
      Article, Chapter or Schedule is to an article, chapter or schedule of this
      Agreement. The use of the plural shall include the use of the singular, and
      vice
      versa. Unless otherwise indicated, a reference herein to a day, month or year
      is
      to a calendar day, month or year. A reference to a business day is to a day
      on
      which commercial banks are open for business in the PRC. The term “including”,
      shall mean “including without limitation”.

    


    


    Chapter
      2   New
      Co Establishment

    


    
      	2.1	
              Assets
                Appraisal

            


    

    


    
      	
            	2.1.1	
              As
                soon as practicable after the execution of this Agreement, Party
                A and
                Party B shall hire a qualified appraisal agent reasonably
                approved by Party C
                to
                conduct the Appraisal of the Assets, the expenses of which shall
                be
                reimbursed by the New Co after it is
                established.

            


    

    


    
      	
            	2.1.2	
              The
                parties covenant that such Appraisal shall be completed no later
                than 28
                February 2008.

            


    

    


    
      	
              2.2

            	
              Establishment
                of New Co

            


    

    


    
      	
            	2.2.1	
              As
                soon as practicable after the completion of the Appraisal, Party
                A and
                Party B shall contribute the Assets in a lump sum, as the initial
                contribution to the New Co, in order to establish the New Co jointly
                with
                Party C in Ji’nan, PRC.

            


    

    


    
      	
            	2.2.2	
              The
                registered name of the New Co shall be Shandong Rushi Media Co.,
                Ltd.
                (山东捿瘺传媒有榰狝任公司)].
                The registered capital of the New Co shall be no less than RMB 10
                million.
                Party A and Party B shall use their respective Assets as their
                contribution to the Registered Capital, while Party C shall contribute
                RMB
                10 million in cash as its initial investment as stipulated in Article
                7.2.

            


    

    


    
      	
            	2.2.3	
              The
                contribution of the Assets by Party A and Party B to the New Co’s
                registered capital shall be made in accordance with the appraised
                value of
                the Assets as stated in the Appraisal report or as recognized by
                the
                parties.

            


    

     

    
      
        
        

      

      
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          5
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            	2.2.4	
              The
                parties further agree that the shares in the revenue of the New Co
                shall
                be 30% to Party A, 20% to Party B and 50 % to Party
                C.

            


    

    


    
      	
            	2.2.5	
              The
                New Co’s business scope shall be subject to the standard business scope
                approved by any competent government
                department.

            


    

    


    
      	2.3	
              Governmental
                Approvals

            


    

    


    Party
      A
      and Party B shall be responsible for obtaining any and all prior approvals,
      consents and (or) certificates, and shall undertake any and all
      registrations/filings and
      obtain all permits, registrations, licenses, consents or other
      rights
      necessary for the establishment of the New Co under PRC Law. Party C shall
      actively cooperate in this regard. All costs arising therefrom shall be paid
      in
      advance by the parties in accordance with the percentage of their respective
      contributions to the capital of the New Co and shall then be reimbursed by
      the
      New Co after it is established.

    


    
      	2.4	
              Arrangement
                of Staff Secondment

            


    

    


    
      	
            	2.4.1	
              Party
                A and Party B shall cause the employees subject to their respective
                employment systems to enter into new employment contracts with the
                New Co
                in accordance with the law and shall be responsible for the settlement
                of
                any labor disputes arising prior to the execution of employment contracts
                with the New Co.

            


    

    


    
      	
            	2.4.2	
              Party
                A and Party B shall cause the employees subject to their respective
                staffing systems or not subject to any employment system to retain
                the
                positions authorized under that staffing system and shall second
                such
                employees to work in the New Co.

            


    

    


    
      	
            	2.4.3	
              Party
                A and Party B shall assume responsibility for all rights and obligations
                of the employees subject to their respective employment systems in
                relation to employment relationships accrued prior to the Completion
                of
                Cooperation. Such rights and obligations accrued after the Completion
                of
                Cooperation shall be assumed by the New
                Co.

            


    

    


    
      	2.5	
              Corporate
                Governance

            


    

    


    
      	
            	2.5.1	
              The
                New Co shall establish a board of 4 directors. Party C shall appoint
                2
                directors, while Party A and Party B shall jointly appoint 2
                directors.

            


    

     

    
      
        
        

      

      
        -
          6
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            	2.5.2	
              The
                Chairman of the New Co’s board of directors shall be jointly appointed by
                Party A and Party B. The general manager and the finance manager
                shall be
                jointly nominated by Party A and Party B and appointed by Party C.
                The
                parties agree that the first Chairman of the New Co’s board of directors
                shall be Liu Huilan.

            


    

    


    
      	
            	2.5.3	
              The
                New Co’s board of directors will review the details of corporate
                governance and may make amendments thereto at any time, if needed,
                after 1
                year from the date of establishment of the New Co.
                

            


    

    


    


    Chapter
      3   Inter-Company
      Relationship

    


    
      	3.1	
              Exclusive
                Advertising Agency Agreement

            


    

    


    
      	
            	3.1.1	
              Execution.
                

            


    

    


    As
      soon
      as practicable after the establishment of the New Co, Party A and Party B shall
      execute an exclusive advertising agency agreement (Exclusive
      Advertising Agency Agreement)
      with
      the New Co. The Exclusive Advertising Agency Agreement shall be effective
      throughout the term of the existence of New Co.

     

    
      
        
        

      

      
        -
          7
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            	3.1.2	
              Agency
                Scope. 

            


    

    


    
      	
            	3.1.2.1	
              Party
                A and Party B shall retain the New Co as their respective exclusive
                advertising agent. The New Co shall be
                the exclusive provider to
                Party A and Party B of
                advertising agency service in respect of the advertisement operation
                of
                all Newspapers and Periodicals.

            


    

    


    
      	
            	3.1.2.2	
              The
                New Co shall be responsible for the solicitation of advertisements
                for all
                Newspapers and Periodicals, and shall enter into the contracts relating
                to
                the production and publication of such advertisements with the clients
                in
                its own name.

            


    

    


    
      	
            	3.1.2.3	
              Party
                A and Party B shall share their respective resources relating to
                the
                Business exclusively with the New Co.


            


    

    


    
      	3.2	
              Exclusive
                Consulting Service Agreement

            


    

    


    
      	
            	3.2.1	
              Execution.
                

            


    

    


    As
      soon
      as practicable after the establishment of the New Co, Party A and Party B shall
      execute an exclusive consulting service agreement (Exclusive
      Consulting Service Agreement)
      with
      the New Co. The Exclusive Consulting Service Agreement shall be effective
      throughout the term of the existence of New Co.

    


    
      	
            	3.2.2	
              Service
                Scope. 

            


    

    


    
      	
            	3.2.2.1	
              Party
                A and Party B shall retain the New Co as their respective exclusive
                consulting service company. The New Co shall be
                the exclusive provider to
                Party A and Party B of all technical support, management support,
                management service and any other services necessary for the operation
                of
                the Business, in exchange for service
                fees.

            


    

    


    
      	
            	3.2.2.2	
              Party
                A and Party B shall use their best endeavors to cause their Affiliates
                to
                share their respective resources relating to the Business exclusively
                with
                the New Co.

            


    

     

    
      
        
        

      

      
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          8
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              3.3

            	
              Fee
                Payment

            


    

    


    All
      the
      pre-Tax revenues (less the relevant turnover tax,
      urban
      maintenance and construction tax, additional education tax and cultural
      construction fee,
      etc.)
      of Party A and Party B generated during the term of the Exclusive Advertising
      Agency Agreement and Exclusive Consulting Service Agreement relating to the
      Business shall be paid by Party A and Party B to the New Co as agency fees
      and
      service fees under the Exclusive Advertising Agency Agreement and Exclusive
      Consulting Service Agreement. Where the parties need to adjust the specific
      finance arrangement for payment of the fees
      as
      provided in this Article 3.3, such as paying the pre-Tax revenues relating
      to
      the Business (less the direct cost) to the New Co, the parties shall actively
      cooperate with the New Co in making the specific payments of fees in accordance
      with the relevant regulations and financial rules. Any taxes arising therefrom
      shall be paid by the New Co.

    


    
      
        	3.4	
                Exclusivity.

              


      

    

    


    
      	
            	3.4.1	
              Neither
                Party A nor Party B shall (and cause their respective Affiliates
                and
                shareholders not to) participate in any substantive discussion or
                negotiation, directly or indirectly, in respect of any arrangement
                or
                service contemplated in this
                Agreement, the
                Exclusive Advertising Agency Agreement and Exclusive Consulting Service
                Agreement.

            


    

    


    
      	
            	3.4.2	
              Where
                Party A, Party B or any of their respective Affiliates or shareholders
                receives a substantive proposal or communication in respect of cooperation
                (relating to any aspect of the Business) from a third party, Party
                A and
                Party B shall notify Party C of the same. Party A and Party B shall
                use
                their best endeavors to cause their respective Affiliates or shareholders
                to comply with the provisions of Article
                3.4.

            


    

     

    Chapter
      4   Representations
      and Warranties

    


    
      	4.1	
              Mutual
                Representations and Warranties

            


    

    


    
      	 	
              Each
                of the Parties represents and warrants
                that:

            


    

    


    
      	
            	4.1.1	
              it
                has all necessary power and authority to execute, deliver and perform
                this
                Agreement and all Transaction Documents to which it is a party to;
                

            


    

    


    
      	
            	4.1.2	
              the
                execution and performance of this Agreement and any Transaction Documents
                to which it is a party have been duly and validly authorized by any
                and
                all necessary corporate actions;
                and

            


    

     

    
      
        
        

      

      
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          9
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            	4.1.3	
              the
                execution, delivery and performance of this Agreement or any Transaction
                Documents to which it is a party will not contravene, conflict with,
                or
                result in a violation of any provision of any previous documents,
                contract, agreement, understanding, other legal arrangement, law
                or order
                to which it is subject, and is fully enforceable against the party
                executing hereby or thereby. In the event that such execution, delivery
                and performance conflicts with any such legal arrangement, law or
                order,
                the legal arrangement, law or order shall prevail.
                

            


    

    


    
      	4.2	
              Representations
                and Warranties of Party A and Party
                B

            


    

    


    
      	 	
              Party
                A and Party B further jointly represent and warrant to Party C
                that:

            


    

    


    
      	
            	4.2.1	
              the
                Assets are free of any
                encumbrances;

            


    

    


    
      	
            	4.2.2	
              Except
                for those that have already been disclosed to Party C in writing,
                there is
                no lawsuit, third party claim, order or investigation pending against
                itself relating to the Assets or Business by any third party, court,
                or
                governmental or arbitral body; 

            


    

    


    
      	
            	4.2.3	
              they
                at all times honored in full and in a timely fashion, all agreements
                with
                third parties, including with employees and
                customers;

            


    

    


    
      	
            	4.2.4	
              the
                Assets constitute all of the assets used in or necessary for the
                operation
                of
                the Business; and

            


    

    


    
      	
            	4.2.5	
              all
                consents, approvals, permits ,
                licenses, registrations
                and filings (Governmental
                Authorizations,
                which shall include the items or
                consents, approvals and filings
                listed in Schedule C) required under PRC Law for the due and proper
                operation of the Business and any transaction hereunder, have been
                duly
                obtained from the appropriate authorities and are in full force and
                effect.  

            


    

     

    
      
        
        

      

      
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          10
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      	4.3	
              Representations
                and Warranties of Party C

            


    

    


    Party
      C
      further represents and warrants to Party A and Party B that:

    


    
      	
            	4.3.1	
              it
                is qualified to enter into this Agreement as granted or permitted
                by PRC
                law;

            


    

    


    
      	
            	4.3.2	
              it
                has the capability to independently perform the terms of this
                Agreement;

            


    

    


    
      
        	
              	4.3.3	
                it
                  shall pay the amounts hereunder in accordance with the condition,
                  timetable and manner as stipulated in this
                  Agreement;

              


      

    

    


    
      	
            	4.3.4	
              it
                shall disclose to Party A and Party B any pending litigation, third
                party
                claim, order or investigation, external guarantee and any other procedure
                brought or raised by any third party, court, government or arbitration
                body against Party C or its Affiliate in relation to the Assets or
                the
                Business which may affect the performance of this
                Agreement.

            


    

     

    Chapter
      5   Covenants

    


    
      	5.1	
              Staff
                Secondment Covenants

            


    

    


    The
      New
      Co will engage [Ÿ]
      employees of Party A and Party B, as unanimously agreed among and between the
      parties, to facilitate the operation of the New Co. The names and titles of
      the
      employees are listed in Schedule D and their salaries shall be determined by
      a
      resolution of the New Co’s board. Party A and Party B shall cause such employees
      to work for the New Co in accordance with the provisions of Article 2.4 and
      the
      relevant government policies.

    


    
      	5.2	
              Assets
                / New Co Covenants

            


    

    


    At
      any
      time after the execution of this Agreement and prior to the Completion of
      Cooperation (but no later than 31 March 2008), Party A and Party B undertake
      that they shall not, without the prior written consent of Party C:

    


    
      	
            	5.2.1	
              create
                or permit to arise any lien, encumbrance, pledge, mortgage or any
                security, or other third party right or interest on or in respect
                of any
                of the Assets, or grant or issue, or agree to grant or issue, any
                guarantee thereover;

            


    

    


    
      	
            	5.2.2	
              enter
                into any arrangement which materially affects the performance of
                this
                Agreement.

            


    

     

    
      
        
        

      

      
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          11
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      	5.3	
              Transactions
                Covenants 

            


    

    


    For
      the
      smooth performance of this Agreement and in respect of the transactions
      contemplated hereunder, Party A and Party B shall, to
      their
      full extent,
      obtain
      all necessary consents, approvals or authorizations of, or make all necessary
      declarations, filings or registrations with, any governmental authority in
      connection with the execution, delivery and performance of this Agreement and
      any Transaction Documents to which it is a party. Party C shall provide active
      assistance therewith.

    


    
      	5.4	
              Governmental
                Authorizations Covenants 

            


    

    


    
      	
            	5.4.1	
              Party
                A and Party B shall, at their sole expense, ensure that the annual
                inspection and/or renewal of Governmental Authorizations (where
                applicable) are duly and timely made and all Governmental Authorizations
                are maintained in full force and effect throughout the duration of
                the
                Exclusive Cooperation Agreement as described in Article 3.1 and any
                terms
                extended by the parties thereunder.

            


    

    


    
      	
            	5.4.2	
              To
                the extent permitted by PRC Law, Party A and Party B shall immediately,
                and using its best efforts, cause the New Co to obtain the Governmental
                Authorizations required for the operation of the
                Business.

            


    

    


    
      	5.5	
              Business
                Covenants

            


    

    


    Party
      A
      and Party B agree to use their best commercial endeavors to continue the
      operation of the Business until the parties agree otherwise.

    


    
      	5.6	
              Non-Competition

            


    

    


    After
      the
      Completion of Cooperation, Party A and Party B shall not, without first
      obtaining the written approval of Party C, develop any business that competes
      with the New Co, nor shall they employ, recruit or attempt to recruit any of
      the
      Seconded Staff, other than any of such Seconded Staff who are engaged in the
      transactions hereunder.

    


    
      	5.7	
              Indemnification

            


    

    


    Each
      party hereby unconditionally and irrevocably agrees to perpetually indemnify
      the
      other Party and its Affiliates, and hold them harmless from and against, any
      and
      all losses, claims, damages, expenses (including legal expenses) and liabilities
      that any of the other parties and their Affiliates and Subsidiaries may sustain,
      suffer or incur in connection with the Transactions contemplated hereunder
      and
      as a result of any breach of this Agreement or the Transaction
      Documents.

    


    
      
        	5.8	
                Notification

              


      

    

    


    Each
      party shall promptly notify the other parties upon
      becoming
      aware of any event that may show, reveal or cause any of the representations
      or
      warranties to be incorrect, untrue, misleading or breached
      in any
      material respect, or that may have any material adverse effect on the assets
      or
      liabilities of the other parties. 

     

    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    

    


    
      
        

      



    Chapter
      6   Conditions
      Precedent

    


    
      	6.1	
              Conditions
                Precedent

            


    

    


    
      	 	
              The
                Completion of Cooperation is subject to the satisfaction of all of
                the
                following conditions precedent:

            


    

    


    
      	
            	6.1.1	
              the
                New Co having been established and all Assets of Party A and Party
                B
                having been contributed on time;

            


    

    


    
      	
            	6.1.2	
              the
                execution and delivery of the Transaction Documents by all the parties
                thereto;

            


    

    


    
      	
            	6.1.3	
              the
                representations and warranties of the parties remaining true and
                accurate
                and having been fully adhered to in all material respects at the
                time of
                Completion of Cooperation;

            


    

    


    
      	
            	6.1.4	
              the
                proper completion of the parties’ covenants under Articles 5.1, 5.2 and
                5.3.

            


    

    


    
      	6.2	
              Satisfaction
                and Waiver of Conditions
                Precedent

            


    

    


    
      	
            	6.2.1	
              Within
                3 business days after the satisfaction of the conditions precedent
                described in Article 6.1, Party
                A and Party B shall notify Party C thereof. Within 3 business days
                after
                the said notification, Party C shall confirm the same in writing
                to Party
                A and Party B. The Completion of Cooperation shall then be arranged
                within
                3 business days after receipt of Party C’s confirmation. 

            


    

    


    
      	
            	6.2.2	
              If
                the conditions precedent set forth in Article 6.1 are not fulfilled
                (or
                waived as provided for in Article 6.2.3) on or before 31 March 2008,
                or
                such later date as the parties may agree, this Agreement (except
                Chapter
                11, Articles 12.3 and 12.4) shall become null and void and be of
                no
                further effect whatsoever and all the obligations and liabilities
                of the
                parties hereunder shall cease and terminate (save for any antecedent
                breaches of this Agreement), and any funds paid hereunder returned,
                other
                than each party’s expenses, each party being responsible for its own
                expenses.

            


    

    


    
      	
            	6.2.3	
              One
                or more of the conditions precedent listed in Article 6.1 may be
                waived by
                Party C at its sole discretion by sending a notice of such waiver
                in
                writing to Party A and Party B.

            


    

    


    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    

     

    
      
        

      

       

    

    Chapter
      7   Completion
      of Cooperation

    


    
      	7.1	
              Completion
                of Cooperation

            


    

    


    Subject
      to the conditions precedent having been fulfilled (or waived as provided in
      Article 6.2.3), the Completion of Cooperation shall be held within 3 working
      days after the fulfillment of the conditions precedent at the Beijing offices
      of
      TransAsia Lawyers (Suite 2218, China World Tower 1, No. 1 Jianguomenwai Avenue,
      Beijing, PRC) or at such other location as the parties may agree. 

    


    At
      the
      Completion of Cooperation, to the extent not previously executed and delivered,
      the parties shall execute and deliver the Transaction Documents.

    


    
      	7.2	
              Payment

            


    

    


    Party
      C
      shall pay its contributions to the New Co in accordance with the following
      provisions:

    


    
      	
            	7.2.1	
              Party
                C shall, within 3 working days after the execution of this Agreement
                and
                in any event on or before 31 March 2008, contribute an amount of
                no less
                than RMB 2 million to the New Co’s designated bank
                account;

            


    

    


    
      	
            	7.2.2	
              As
                soon as practicable after the Completion of Cooperation, Party C
                shall pay
                the remaining amount of RMB 8 million; and


            


    

    


    
      	
            	7.2.3	
              Within
                12 months after the Completion of Cooperation, upon the proper fulfillment
                of the obligations of Party A and Party B under Article 2.2 and Article
                5.1 to 5.6 inclusive and other conditions as agreed by the parties,
                Party
                C shall make its second contribution, based on the New Co’s annual
                operational performance during its first fiscal year, in accordance
                with
                the following arrangement (the parties agreeing that such additional
                contribution by Party C shall not affect the revenue-sharing percentage
                set forth in Article 2.2.4):

            


    

     

    
      
        
        

      

      
        -
          14
          -

        
          

        

      

      
        
        

      

    

     

    
      
        

      

       

    

    
      	
            	7.2.3.1	
              where
                the annual net profits generated from the New Co’s operations during the
                first fiscal year after its establishment is confirmed, in accordance
                with
                international accounting standards, by an independent professional
                audit
                institution designated by Party C, to be equal to or more than RMB
                16
                million, Party C shall make a second contribution of RMB 20 million.
                

            


    

    


    
      	
            	7.2.3.2	
              where
                the annual net profits generated from the New Co’s operations during the
                first fiscal year after its establishment is confirmed, in accordance
                with
                international accounting standards, by an independent professional
                audit
                institution designated by Party C, to be equal to or more than RMB
                4
                million, but less than RMB 16 million, Party C shall make a second
                contribution of RMB X, where X equals net profits generated during
                the
                same fiscal year multiplied by 125%.

            


    

    


    
      	
            	7.2.3.3	
              where
                the annual net profits generated from the New Co’s operations during the
                first fiscal year after its establishment is confirmed, in accordance
                with
                international accounting standards, by an independent professional
                audit
                institution designated by Party C, to be less than RMB 4 million,
                Party C
                will make a second contribution of RMB 5 million to the New
                Co.

            


    

    


    


    Chapter
      8   Effectiveness
      and Termination

    


    
      	8.1	
              Effective
                Date

            


    

    


    This
      Agreement shall be effective upon the date of its execution by the parties.
      

    


    
      	8.2	
              Termination

            


    

     

    
      	
            	8.2.1	
              This
                Agreement may be terminated with immediate effect by any party by
                means of
                written notice to all of the other parties under any of the following
                circumstances:

            


    

    


    
      	
            	8.2.1.1	
              where
                the Completion of Cooperation has not occurred on or before 31 March
                2008
                (in no event to be any later than the 3 working days immediately
                prior to
                the 90th day after the date on which the New Co’s business license is
                issued), provided, however, that the right to terminate this Agreement
                shall not be available to any party whose failure to fulfill any
                obligation hereunder shall have been the cause of the failure for
                any
                condition precedent to the Completion of Cooperation to be
                satisfied;

            


    

     

    
      
        
        

      

      
        -
          15
          -

        
          

        

      

      
        
        

      

    

    
       

      
        

      

    

     

    
      	
            	8.2.1.2	
              where
                any other party has committed a breach of this Agreement as described
                in
                Article 9.1, provided, however, that Party C’s failure to perform its
                contribution obligations under Article 7.2.2 as a result of Party
                A or
                Party B’s nonperformance of their respective obligations under Article 3.4
                and Articles 5.1 to 5.6 inclusive and other conditions as agreed
                by the
                parties, shall not constitute any breach on the part of Party C,
                and Party
                C shall have the right to request the termination of this Agreement
                as
                provided for in Article 8.2.2.2;

            


    

    


    
      	
            	8.2.1.3	
              where
                the other party becomes insolvent, if an order is made or resolution
                passed for the administration, winding-up or dissolution of any party
                (otherwise than for the purposes of a solvent corporate reconstruction),
                if an administrative or other receiver, manager, liquidator,
                administrator, trustee or similar officer is appointed over all or
                a
                substantial part of the assets of such other party, or if such other
                party
                enters into or proposes any composition or arrangement with its creditors
                generally analogous to the foregoing;
                or

            


    

    


    
      	
            	8.2.1.4	
              where
                Force Majeure prevails for a period of 30 days or more and has an
                adverse
                material effect
                on
                this Agreement.

            


    

    


    
      	8.3	
              Consequence
                Upon Termination

            


    

    


    
      	 	
              Upon
                termination hereof, this Agreement shall be of no further effect
                and no
                party shall have any right against any of the other parties in connection
                with this Agreement; provided, however, that nothing herein shall
                relieve
                any party of any liability incurred before the termination of this
                Agreement. Upon termination of this Agreement, if the New Co has
                already
                been established, the parties shall dissolve the New Co in accordance
                with
                PRC law.

            


    

    


    
      
        
        

      

      
        -
          16
          -

        
          

        

      

      
        
        

      

    

     

    
      
        

      

       

    

    Chapter
      9   Events
      of Breach

    


    
      	9.1	
              Events
                of Breach

            


    

    


    The
      occurrence of any 1 or more of the following events shall constitute a breach
      of
      this Agreement:

    


    
      	
            	9.1.1	
              any
                party hereto has breached the terms hereof or has failed to perform
                in any
                respect its obligations hereunder, and such breach or nonperformance
                has
                not been remedied for a period of 10 days after receipt of the other
                party’s written notice requesting such remedy;
                and

            


    

    


    
      	
            	9.1.2	
              any
                representation or warranty made by any party hereto shall prove to
                have
                been or become false or misleading in any
                respect.

            


    

    


    
      	9.2	
              Liabilities
                for Breach

            


    

    


    Where
      any
      party hereto commits a breach of this Agreement, it shall be liable to
      compensate the other party for any and all damages caused to it as a result
      of
      the breach. 

     

    Chapter
      10   Force
      Majeure

    


    
      	10.1	
              Consultation

            


    

    


    In
      the
      event of Force Majeure, the parties shall promptly consult with each other
      to
      find a solution to the situation. 

    


    
      	10.2	
              Relief
                from Obligations

            


    

    


    Should
      the occurrence of a Force Majeure result in any party’s failure to perform its
      obligations hereunder in whole or in part, that party may, unless otherwise
      stipulated by law, be exempted from performing those obligations to the extent
      of the effect of the Force Majeure in question.

    


    
      	10.3	
              Suspension
                of Performance

            


    

    


    Subject
      to this Chapter 10, the party affected by Force Majeure may suspend the
      performance of its obligations hereunder to the extent and for the duration
      thereof until the effect of the Force Majeure no longer operates. However,
      that
      Party shall exert its best efforts to remove any impediments resulting from
      the
      Force Majeure and to minimize to the greatest possible extent any damages
      incurred. With the agreement of the parties, the term of this Agreement
      shall be
      extended by the period of such suspension without penalty to any party
      hereto.

     

    
      
        
        

      

      
        -
          17
          -

        
          

        

      

      
        
        

      

    

     

    
      
        

      

       

    

    
      	
              10.4

            	
              Written
                Evidence

            


    

    


    The
      Party
      claiming Force Majeure shall,
      as
      soon as possible after the occurrence of the Force Majeure, inform the other
      Party of the situation and specify the reason for its failure to perform this
      Agreement,
      so as
      to minimize the damages inflicted upon that Party, and shall provide the other
      Party with written evidence, certified by the relevant government authority,
      of
      the occurrence of the Force Majeure.

    


    
      	10.5	
              Non-Exemption

            


    

    


    A
      party
      shall not be exempted from performing its obligations hereunder where Force
      Majeure occurs following the delay by that party to perform such
      obligations.

     

    Chapter
      11   Confidentiality

    


    
      	11.1	
              Non
                Disclosure

            


    

    


    From
      the
      date hereof until 5 years hereafter, no party shall disclose or communicate
      any
      Trade Secret which may be within or may come into its knowledge, except to
      their
      respective employees and the employees of their respective affiliates for the
      sole purpose of implementing the agreements contemplated hereunder or as
      instructed by the other parties.

     

    
      	11.2	
              Breach
                of Obligations

            


    

    


    The
      parties shall take all necessary measures (including the signing of
      confidentiality agreements) to ensure that
      their
      respective directors, employees, agents, contractors, suppliers and advisors
      also comply with the confidentiality obligations set forth in this
      chapter.

    


    
      	11.3	
              Exceptions

            


    

    


    The
      disclosure of a Trade Secret by any party hereto shall not be deemed to be
      in
      breach of this Chapter if any of the following circumstances apply:

    


    
      	
            	11.3.1	
              the
                information is in the
                public domain at the time of disclosure, through no fault of the
                disclosing party;

            


    

     

    
      
        
        

      

      
        -
          18
          -

        
          

        

      

      
        
        

      

    

     

    
      
        

      

       

    

    
      	
            	11.3.2	
              the
                information is
                disclosed pursuant to the prior written agreement of the
                parties;

            


    

    


    
      	
            	11.3.3	
              the
                information is required
                by any government authority or law to which a Party, or its affiliate
                is
                subject; or

            


    

    


    
      	
            	11.3.4	
              the
                information
                is
                provided to any director, agent, contractor, supplier or advisor
                of an
                affiliate in the ordinary course of business pursuant to the prior
                written
                agreement of the parties.

            


    

     

    Chapter
      12   Miscellaneous

    


    
      	12.1	
              Copies

            


    

    


    
      	
            	12.1.1	
              This
                Agreement shall be executed in 3 sets of originals in Chinese language,
                with 1 set of originals for each party to this
                Agreement.

            


    

    


    
      	
            	12.1.2	
              This
                Agreement may be executed in 1 or more counterparts, each of which
                will be
                deemed to be an original copy of this Agreement and all of which,
                when
                taken together, will be deemed to constitute one and the same instrument.
                

            


    

    


    
      	12.2	
              Notice

            


    

    


    
      	 	
              All
                notices and communications among the parties shall be made in writing
                and
                in Chinese languages by facsimile transmission or such other method
                of
                electronic communication as agreed between the parties, delivery
                in person
                (including courier service) or registered airmail letter to the
                appropriate correspondence addresses set forth
                below:

            


    

     

    
      	 If to Party A: 
	 
	 	Address: 	 	No. 11, Qingnian East Road, Ji’nan City,
              Shandong Province, PRC
	 	Telephone: 	 	0531-82626566
	 	Fax: 	 	0531-82956002
	
            	Attention: 	 	Liu Huilan
	 	 	 	 
	 If to Party B:
	 
	 	Address: 	 	No. 7, Qingnian East Road, Ji’nan City,
              Shandong Province, PRC
	 	Telephone: 	 	0531-82626566 
	 	Fax: 	 	0531-82956002
	 	Attention: 	 	Liu Huilan
	 	 	 	 


    

     

    
      
        
        

      

      
        -
          19
          -

        
          

        

      

      
        
        

      

    

    

      
        

      

      
         

        
          	
                   If
                    to Party C: 

                
	 
	 	Address: 	 	Suite 1014, Wenjia Building, No.
                  1 Qingnian
                  East Road, Lixia District, Ji’nan City, Shandong Province,
                  PRC
	 	Telephone: 	 	0531-85597002 
	 	Fax: 	 	0531-85597000
	
                	Attention: 	 	Pu Yue
	 	 	 	 
	 With a Copy to: 
	 
	
                   

                	
                  Address: 

                	 	
                  Hodgson Russ 

                  1540
                    Broadway,
                    24th Floor

                  New
                    York, New York 10036 USA

                
	 	Telephone: 	 	212.751.4300 
	 	Fax: 	 	212.751.0928
	 	Attention: 	 	Ronniel Levy,
                  Esq.


        

      

    

     

    The
      time
      of receipt of the notice or communication shall be deemed to be:

    


    
      	
            	12.2.1	
              if
                by facsimile transmission
                or
                other agreed electronic
                method of communication, at the time displayed in the corresponding
                transmission record, unless such facsimile is sent after 5:00 p.m.
                or on a
                non-business day in the place where it is received, in which case
                the date
                of receipt shall be deemed to be the following business
                day;

            


    

    


    
      	
            	12.2.2	
              if
                in person (including courier service), on the date that the receiving
                party signs for the document; or

            


    

    


    
      	
            	12.2.3	
              if
                by registered mail (including express mail), 7 days after the issuance
                of
                a receipt by the post office.

            


    

    


    
      	12.3	
              Governing
                Law

            


    

    


    
      	 	
              The
                formation of this Agreement, its validity, interpretation, execution
                and
                settlement of disputes hereunder will be governed by PRC
                Law.

            


    

     

    
      
        
        

      

      
        -
          20
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      	12.4	
              Dispute
                Resolution

            


    

    


    
      	
            	12.4.1	
              Where
                any dispute arises out of or in connection with this Agreement, the
                Parties shall attempt in the first instance to resolve such dispute
                through friendly consultation or
                mediation.

            


    

    


    
      	
            	12.4.2	
              Where
                the dispute cannot be resolved in the above manner within 30 days
                after
                the commencement of consultations, any party hereto may submit the
                dispute
                for arbitration:

            


    

    


    
      	
            	12.4.2.1	
              Any
                dispute arising from or in connection with this Agreement shall be
                arbitrated in accordance with Ji’nan Arbitration Commission Rules and by a
                sole arbitrator appointed
                thereunder.

            


    

    


    
      	
            	12.4.2.2	
              Ji’nan
                Arbitration Commission shall be the arbitration body, and the arbitration
                award shall be final and binding on the parties. The allocation of
                responsibility for the arbitration fee shall be determined by the
                sole
                arbitrator.

            


    

    


    
      	
            	12.4.3	
              When
                any dispute is submitted to arbitration, the parties shall continue
                to
                perform their obligations
                hereunder.

            


    

    


    
      	12.5	
              Waiver

            


    

    


    
      	 	
              No
                failure or delay on the part of any party hereto in the exercise
                of any
                right hereunder shall impair such right or be construed to be a waiver
                of
                such right or acquiescence in any breach of any representation, warranty,
                covenant or agreement herein, nor shall any single or partial exercise
                or
                waiver of any such right preclude other or further exercise thereof
                or of
                any other right. 

            


    

    


    
      	12.6	
              Prior
                Agreement

            


    

    


    
      	 	
              This
                Agreement supersedes all prior agreements, whether written or oral,
                between the parties with respect to its subject matter and, along
                with the
                Transaction Documents, constitutes the entire agreement between the
                parties with respect to its subject matter.


            


    

    


    
      	12.7	
              Amendment

            


    

    


    No
      amendment or other modification of this Agreement shall be effective unless
      the
      same shall be in writing and signed by an authorized representative of each
      party hereto, and then such amendment or other modification shall be an integral
      part of, and have the same effectiveness as, this Agreement. 

     

    
      
        
        

      

      
        -
          21
          -

        
          

        

      

      
        
        

      

    

     

    
      
        

      

       

    

    
      	
              12.8

            	
              Assignment

            


    

    


    
      	 	
              No
                party may assign any of its rights and/or obligations hereunder without
                the prior written consent of the other party. Subject to the preceding
                sentence, this Agreement will apply to, be binding in all respects
                upon,
                and inure to the benefit of, the successors, heirs, personal
                representatives, executors and permitted assigns of the
                parties.

            


    

    


    
      	12.9	
              Severability

            


    

    


    
      	 	
              Where
                any provision of this Agreement is subject to dispute or is determined
                by
                a competent court, arbitral body or government organization to be
                invalid
                or unenforceable, the remainder of this Agreement shall continue
                in full
                force and effect.

            


    

    


    
      	12.10	
              Cost
                and Expense

            


    

    


    
      	 	
              Except
                as otherwise expressly set forth herein or in any related documents,
                all
                fees, costs and expenses incurred in connection with the negotiation,
                execution, delivery and performance of this Agreement and the Transaction
                Documents shall be paid by the Party or Parties incurring such fees,
                costs
                or expenses.

            


    

    


    [The
      space below is intentionally left blank.]

     

     

    
      
        
        

      

      
        -
          22
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed this Agreement on the date first above
      written.

    


     

    Shandong
      Broadcast & TV Weekly Press

    


    


    


    
      	 By:
              	 
	 Name:	 Liu Huilan
	 Title: 	 Legal Representative
	 Company
              Seal:


    

    


     

     

    Modern
      Movie & TV Biweekly Press


    
 

     

    
      
        	 By:
                	 
	 Name:	 Liu Huilan
	 Title: 	 Legal Representative
	 Company
                Seal:


      

       

       

    

    


    Ji’nan
      Zhongkuan Dian Guang Information Technology Co., Ltd

     

     

     

    
      
        	 By:
                	 
	 Name:	 Pu Yue
	 Title: 	 Legal Representative
	 Company
                Seal:


      

          


      
        
          
          

        

        
          -
            23
            -

          
            

          

        

        
          
          

        

      

    

    

      

    


    Schedule
      A

    


    List
      of Assets

    [PROVIDE]

     

    
      
        
        

      

      
        -
          24
          -

        
          

        

      

      
        
        

      

    

     

    
      
        

      

    

     

    Schedule
      B

    


    List
      of The Seconded Staff

     

     

    
      
        
        

      

      
        -
          25
          -

        
          

        

      

      
        
        

      

    

    
       

      
        

      

    

     

    Schedule
      C

    


    


    List
      of Governmental Authorizations

    


    
      	
              1.

            	
              PRC
                Newspaper Publication License for Shandong Broadcast & TV Weekly:
                Rubachu Number: 0014; National Unified Publication Serial Number:
                CN
                37-0014; 

            


    

    


    
      	
              2.

            	
              PRC
                Magazine Publication License for View Weekly: Ruqichu
                Number:1384;

            


    

    


    
      	
              3.

            	
              PRC
                Magazine Publication License for Modern Movie & TV Biweekly: Ruqichu
                Number:1318;

            


    

    


    
      	
              4.

            	
              Advertising
                License for Shandong Broadcast & TV Weekly:
                3700004000093;

            


    

    


    
      	
              5.

            	
              Advertising
                License for View Weekly: 3700004000186; and

            


    

    


    
      	
              6.

            	
              Advertising
                License for Modern Movie & TV Biweekly:
                3700004000124.

            


    

     

     

    
      
        
        

      

      
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