ex4-71.htm


    
      Exhibit
        4.71

       

       

      INVESTOR’S
        RIGHTS AGREEMENT

       

       

      BEPRECISE
        INVESTMENTS LIMITED

       

      and

       

      GLOBAL
        MARKET GROUP LIMITED

       

      and

       

      THE
        PARTIES NAMED HEREIN

       

       

      October
        19, 2006

       

       

       


      



    
      TABLE
        OF CONTENTS

       

      
        	
                CLAUSE

              	
                HEADING

              	
                PAGE
                  NO.

              
	
                1.

              	
                GENERAL
                  MATTERS.

              	
                2

              


      

      
        	
                2.

              	
                INFORMATION
                  AND INSPECTION RIGHTS.

              	
                2

              


      

      
        	
                3.

              	
                PUBLIC
                  OFFERING RIGHTS.

              	
                3

              


      

      
        	
                4.

              	
                RIGHT
                  OF PARTICIPATION.

              	
                3

              


      

      
        	
                5.

              	
                RIGHTS
                  OF FIRST REFUSAL AND CO-SALE.

              	
                6

              


      

      
        	
                6.

              	
                ASSIGNMENT
                  AND AMENDMENT.

              	
                8

              


      

      
        	
                7.

              	
                PROTECTIVE
                  PROVISIONS.

              	
                10

              


      

      
        	
                8.

              	
                BOARD
                  MATTERS.

              	
                12

              


      

      
        	
                9.

              	
                UNDERTAKINGS.

              	
                13

              


      

      
        	
                10.

              	
                CONFIDENTIALITY
                  AND NON-DISCLOSURE.

              	
                14

              


      

      
        	
                11.

              	
                MISCELLANEOUS.

              	
                16

              


      

       

      
        	
                 

              	
                ANNEX
                  A

              	
                –

              	
                DEFINITIONS

              


      

      
        	
                 

              	
                EXHIBIT
                  A

              	
                –

              	
                ADHERENCE
                  AGREEMENT

              


      

      
        	
                 

              	
                EXHIBIT
                  B

              	
                –

              	
                INDEMNIFICATION
                  AGREEMENT

              


      

       

       

       

       


      



    
       

      INVESTOR’S
        RIGHTS AGREEMENT

       

      This
        INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is entered
        into on October 19,
        2006, by and among:

      A.          Beprecise
        Investments Limited, a company
        incorporated in the British Virgin Islands (the “Investor”), whose
        registered office is at
        P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
        Virgin
        Islands,

      B.          Global
        Market Group Limited, a company
        incorporated in the Cayman Islands (the “Company”), whose
        registered office is at the
        offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor,
        P.O. Box 2804, George Town, Grand Cayman, 

      C.         Global
        Market Group (Asia) Limited, a
        company incorporated in the Hong Kong Special Administrative Region (the
        “HK Subsidiary”), whose
        registered office is at Room 5, Block A, 7th Floor, Phase I, Yip Fat Factory
        Building, 77 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong,

       

      D.          Global
        Market (Guangzhou) Co., Ltd., a joint
        venture established under the laws of the Republic of China (the
“PRC Subsidiary”),
        whose registered address is at Room 802, No. 264 Tian He Dong Road, Tian
        He
        District, Guangzhou, the Republic of China, and

       

      E.            Pan
        Weijia, holder of PRC Passport
        No.G08688038, and Pan Weinian, holder
        of PRC Identity Card No.PCHN 150184962, the address of both is
        at Room 5, Block A, 7th Floor, Phase I, Yip Fat Factory Building, 77 Hoi
        Yuen
        Road, Kwun Tong, Kowloon, Hong Kong (Pan Weijia and Pan Weinian, each a
“Key Shareholder” and
        together, the “Key Shareholders”).

       

      RECITALS

      WHEREAS,
        the Investor has agreed to subscribe from the Company, and the
        Company has agreed to sell to the Investor, 1,940,000 Series A Preferred
        Shares
        of the Company, representing sixteen point twenty-five percent (16.25%) of
        the
        equity interests in the Company on a fully-diluted basis, on the terms and
        conditions set forth in Series A Preferred Shares Subscription Agreement
        dated
        September 3, 2006 (the “Share Subscription
        Agreement”) by and among, the Company, the Key
        Shareholders, the Global Market Subsidiaries and the Investor. This Agreement
        is
        the “Investor’sRights
        Agreement” as defined in the Share
        Subscription Agreement.

       

      1

       



      



    
       

       

      AGREEMENT

      NOW,
        THEREFORE, in consideration of the mutual covenants hereinafter set
        forth, and other good and valuable consideration, the receipt and sufficiency
        of
        which are hereby acknowledged, the parties hereto agree as follows:

       

      
        	
                1.

              	
                GENERAL
                  MATTERS.

              


      

      1.1          Definitions.
        Capitalized terms used herein
        without definition have the meanings assigned to them in Annex A attached to this Agreement.
        The use of
        any term defined in Annex A
        in its uncapitalized form indicates that the words have their normal and
        general
        meaning.

      1.2          Pledge.
        The Company and each Key Shareholder
        shall cause all parties to this Agreement, other than the Investor, to perform
        its obligations under this Agreement.

      
        	
                2.

              	
                INFORMATION
                  AND INSPECTION RIGHTS.

              


      

      
        	
                 

              	
                2.1

              	
                Information
                  and Inspection Rights.
                   

              


      

      (a)          Information
        Rights. The Company covenants and
        agrees that, commencing on the date of the Closing, and for so long as any
        Series A Preferred Share is outstanding, the Company shall deliver to the
        Investor the following with respect to the Company and its
        Subsidiaries:

      (i)        annual
        audited consolidated financial statements within ninety (90) days
        after the end of each fiscal year, audited by an international accounting
        firm
        approved by the Investor;

      (ii)       six-month
        unaudited consolidated financial statements within thirty (30) days after
        the
        end of such six-month period;

      (iii)    monthly
        unaudited consolidated financial statements within ten (10) days
        after the end of each month; 

      (iv)      an
        annual consolidated operating budget and strategic plan for the
        following fiscal year within thirty (30) days prior to the end of each fiscal
        year; and

      (v)       upon
        the
        written request by the Investor, such other information as the Investor shall
        reasonably request.

      All
        financial statements to be provided to the Investor pursuant to this
        Section 2.1 and pursuant to any other Transaction Agreement, shall include
        a balance sheet, a statement of profit or loss and a statement of cash flows,
        and shall be prepared in the English language in accordance with the U.S.
        GAAP
        and shall consolidate all of the financial results of the Group
        Companies.

       

      2

       


      



    
       

      (b)          Inspection
        Rights. The Company covenants and
        agrees that, commencing on the date of this Agreement, and for so long as
        the
        Investor holds at least five percent (5%) of the equity interests in the
        Company, the Investor or its appointee shall have the right of inspection,
        including the right to inspect the properties and facilities of the Company
        and/or any of its Subsidiaries and/or any of its joint venture companies
        and/or
        any of its Affiliates, to access, examine and copy all books or accounts
        of the
        Company and/or any of its Subsidiaries, and to discuss the business, operations
        and conditions of the Company and each of its Subsidiaries with their respective
        directors, officers, employees, accounts, legal counsel and investment bankers,
        with the full cooperation of the Company, during reasonable business
        hours.

      (c)          Termination
        of Rights. Except as set forth in
        Section 2.2 below, the foregoing information right shall terminate upon the
        closing of a Qualified IPO.

      2.2          Information
        Rights After a Qualified IPO. The
        Company covenants and agrees that, for so long as the Investor holds any
        Investment Securities, the Company shall deliver to the Investor (i) promptly
        after filing, copies of all of the Company’s annual and periodic reports made
        available to its shareholders as well as all public reports (including any
        periodic, interim, or extraordinary reports) filed with the Securities and
        Futures Commission of the Hong Kong Special Administrative Region, the China
        Securities and Regulatory Commission of the People’s Republic of China , the
        U.S. Securities and Exchange Commission, or any other stock exchange or
        securities regulatory authority, and (ii) promptly upon request, copies of
        the
        current versions of all documents relating to any subsequent financings by
        the
        Company, or otherwise affecting the Investment Securities or the holders
        of the
        Investment Securities, bearing the signatures of all parties and of the
        Company’s Memorandum and Articles of Association bearing the file stamp of the
        appropriate government authority, in each case with all amendments and
        restatements. This Section 2.2 shall survive any termination of this
        Agreement.

      
        	
                3.

              	
                PUBLIC
                  OFFERING RIGHTS.

              


      

      3.1          General.
        Prior to a Qualified IPO, the Company,
        the Investor and the Key Shareholders shall enter into a registration rights
        agreement on customary terms and conditions, providing that, among other
        things,
        the Investor shall be entitled to request three (3) demand registrations
        after
        the Qualified IPO, an unlimited number of registration on either Form S-3
        or
        Form F-3 and an unlimited number of piggyback registrations with respect
        to any
        registration by the Company and its securities, subject to customary underwriter
        cutbacks. The Company shall bear the costs and expenses of selling shareholders
        in connection with any public offering or registration (other than the
        underwriter’s commission), including the costs and expenses of two (2) counsels
        for the Investor.

      
        	
                4.

              	
                RIGHT
                  OF PARTICIPATION.

              


      

      
        	
                 

              	
                4.1

              	
                With
                  Respect to Issuance of New Securities:
                   

              


      

      (a)          General.
        The Investor and any person to which
        rights under this Section 4.1 have been duly assigned in accordance with
        Section
        6 (each of the Investor and its assignees being hereinafter referred to as
        a
“Participation Rights Holder”) shall have
        a right of first refusal to purchase such a Pro Rata Share
        of all or any part of the New Securities that the 

       

      3

       


      



    
       

      Company
        may from time to time issue after the date of this Agreement,
        including any New Securities not purchased by other Participation Rights
        Holders
        (the “Right of Participation”).

      (b)          Pro
        Rata Share. A Participation Rights Holder’s
“Pro Rata Share”
is
        the
        ratio of (a) the number of Registrable Securities then held by such
        Participation Rights Holder, to (b) the total number of Ordinary Shares
        (assuming conversion of all convertible securities but excluding shares issuable
        under unexercised options or warrants) then outstanding immediately prior
        to the
        issuance of New Securities giving rise to the Right of Participation.


      (c)          New
        Securities. “New
        Securities” shall mean any Series A Preferred
        Shares, any other shares of the Company designated as “Preferred Shares,”
Ordinary Shares or other voting shares of the Company, whether now authorized
        or
        not, and rights, options or warrants to purchase such Series A Preferred
        Shares
        or Preferred Shares, Ordinary Shares and securities of any type whatsoever
        that
        are, or may become, convertible or exchangeable into such Series A Preferred
        Shares, Preferred Shares, Ordinary Shares or other voting shares,
provided, however,
        that the term “New Securities” shall not
        include:

      (i)        any
        Series A Preferred Shares issued under the Share Subscription Agreement,
        or
        Ordinary Shares issued upon conversion of the Series A Preferred Shares
        authorized herein;

      (ii)       any
        securities issued in connection with any share split, share dividend or other
        similar event in which all Participation Rights Holders are entitled to
        participate on a pro-rata basis;

      (iii)     in
        the aggregate up to 1,000,000 Ordinary Shares (proportionally adjusted
        to reflect any share dividends, share splits, or similar transactions) issued
        or
        issuable to officers, directors, employees and consultants of the Company
        or its
        Subsidiaries pursuant to any equity plan or incentive arrangement approved
        by
        the Board;

      (iv)      those
        issued as a dividend or distribution on Series A Preferred Shares
        or any event for which adjustment is made;

      (v)       any
        securities issued pursuant to the acquisition of another corporation or entity
        by the Company by consolidation, merger, purchase of assets, or other
        reorganization in which the Company acquires, in a single transaction or
        series
        of related transactions, a majority of the assets, voting power or equity
        ownership of such other corporation or entity; and

      
        	
                 

              	
                (vi)

              	
                any
                  securities offered in a Qualified IPO by the
                  Company.

              


      

      
        	
                 

              	
                (d)

              	
                Procedures.
                   

              


      

      (i)        First
        Participation Notice. In the event that the
        Company proposes to undertake an issuance of New Securities in a single
        transaction or a series of related transactions, it shall give to each
        Participation Rights Holder a written notice of its intention to issue New
        Securities (the “First Participation
        Notice”), describing the amount, the type and the
        price of New Securities and the general terms upon which the Company proposes
        to
        issue such 

       

      4

       


      



    
       

      New
        Securities. Each Participation Rights Holder shall be entitled to
        purchase such Participation Rights Holder’s Pro Rata Share of such New
        Securities at the price and upon the terms and conditions specified in the
        First
        Participation Notice by giving a written notice to the Company and stating
        therein the number of New Securities to be purchased (such number shall not
        exceed such Participation Rights Holder’s Pro Rata Share) within twenty (20)
        Business Days from the date of such First Participation Notice. If any
        Participation Rights Holder fails to send such written notice within the
        prescribed time period, then the right of such Participation Rights Holder
        to
        purchase its Pro Rata Share hereunder shall be forfeited.

      (ii)       Second
        Participation Notice; Oversubscription. If any
        Participating Rights Holder fails to exercise its Right of Participation
        with
        respect to all of the New Securities which such Participating Rights Holder
        is
        entitled to purchase in accordance with subsection (d)(i) above, the Company
        shall promptly give a written notice (the “Second
        Participation Notice”) to the Participating Rights
        Holders who agreed to exercise their Right of Participation (the
“Rights Participants”)
        in accordance with subsection (d)(i) above. Each Rights Participant shall
        have
        five (5) Business Days from the date of the Second Participation Notice (the
        “Second Participation Period”) to notify
        the Company of its desire to purchase more than its Pro Rata
        Share of the New Securities, stating the number of the additional New Securities
        it proposes to purchase. Such notice may be made by telephone if followed
        by a
        written confirmation within two (2) Business Days from the date of verbal
        notice. If as a result thereof, such oversubscription exceeds the total number
        of the remaining New Securities available for purchase, the oversubscribing
        Rights Participants will be cut back by the Company with respect to their
        oversubscriptions to that number of remaining New Securities equal to the
        product obtained by multiplying (i) the number of the remaining New Securities
        available for subscription by (ii) a fraction the numerator of which is the
        number of Registrable Securities held by each oversubscribing Rights Participant
        and the denominator of which is the total number of Registrable Securities
        held
        by all the oversubscribing Rights Participants. Each oversubscribing Rights
        Participant shall be obligated to purchase such number of additional New
        Securities as determined by the Company pursuant to this subsection (d)(ii)
        and
        the Company shall so notify the Rights Participants within fifteen (15) Business
        Days from the date of the Second Participation Notice.

      (e)          Failure
        to Exercise. In the event Participation
        Rights Holders do not exercise the Right of Participation with respect to
        all
        New Securities described in the First Participation Notice, (i) after twenty
        (20) Business Days following the date of the First Participation Notice,
        or (ii)
        upon the expiration of the Second Participation Period, the Company shall
        have a
        period of ninety (90) days thereafter to sell the New Securities described
        in
        the First Participation Notice (with respect to which the Right of Participation
        was not fully exercised) at the same or a higher price and upon non-price
        terms
        not more favorable to the purchasers thereof than specified in the First
        Participation Notice. In the event that the Company has not issued and sold
        such
        New Securities within such prescribed period, then the Company shall not
        thereafter issue or sell any New Securities without first offering such New
        Securities to the Participation Rights Holders pursuant to this Section
        4.1.

      (f)           Termination.
        The Right of Participation under
        this Section 4.1 shall terminate upon the completion of a Qualified
        IPO.

       

      5

       


      



    
       

      
        	
                5.

              	
                RIGHTS
                  OF FIRST REFUSAL AND CO-SALE.

              


      

      5.1          General.
        Without limiting Section 9.1, a Key
        Shareholder may sell or transfer its Shares, either directly or indirectly,
        prior to the completion of a Qualified IPO only upon compliance with this
        Section 5.

      5.2          Notice
        of Sale. If a Key Shareholder (the
“Selling Shareholder”)
        proposes to sell or transfer any of its Shares (the “Transfer Shares”), then the
        Selling
        Shareholder shall promptly give a written notice (the “Transfer Notice”) to the
        Company and to the
        Investor describing in reasonable detail the proposed sale or transfer,
        including the number of Transfer Shares, the nature of such sale or transfer
        and
        the consideration to be paid. 

      5.3         Right
        of First Refusal. The Investor shall be
        entitled to purchase all or any part of the Investor’s Pro Rata Share of the
        Transfer Shares, at the price and upon the terms and conditions specified
        in the
        Transfer Notice by giving a written notice to the Selling Shareholder within
        twenty (20) Business Days after the date of the Transfer Notice stating therein
        the number of Transfer Shares to be purchased. If the Investor exercises
        such
        right and notifies the Selling Shareholder of the number of Transfer Shares
        to
        be purchased, then the Investor shall complete the purchase of the Transfer
        Shares on the same terms and conditions as those set out in the Transfer
        Notice.
        A failure by the Investor to respond within such prescribed period shall
        constitute a decision by the Investor not to exercise its right to purchase
        such
        Transfer Shares.

      5.4          Co-Sale
        Right. Without limiting Section 5.3,
        the Investor shall have the right, exercisable upon delivery of a written
        notice
        to the Selling Shareholder, with a copy to the Company, within twenty (20)
        Business Days after the date of the Transfer Notice, to participate in the
        sale
        of any Transfer Shares at the same price and upon the same terms and conditions
        indicated in the Transfer Notice. A failure by the Investor to respond within
        such prescribed period shall constitute a decision by the Investor not to
        exercise its right of co-sale as provided herein. To the extent the Investor
        exercises such right of co-sale in accordance with the terms and conditions
        set
        forth below, the number of Transfer Shares that the Selling Shareholder may
        sell
        in the transaction shall be correspondingly reduced. The foregoing co-sale
        right
        of the Investor shall be subject to the following terms and
        conditions:

      (a)          the
        Investor may sell all or any part of its Pro Rata Share of the
        Transfer Shares. The Investor’s “Pro Rata Co-Sale
        Share” of a specified quantity of Transfer Shares
        shall mean that number of Ordinary Shares (or that number of Preferred Shares
        which, if converted at the current conversion ratio, would equal that number
        of
        Ordinary Shares) which equals the specified quantity of Transfer Shares proposed
        to be transferred multiplied by a fraction equal to (i) the total number
        of
        Ordinary Shares (on an as-converted basis) then held by the Investor exercising
        co-sale rights pursuant to this Section 5.4, divided by (ii) the total number
        of
        Ordinary Shares held by the Selling Shareholder plus the total number of
        Ordinary Shares then held by the Investor exercising co-sale rights pursuant
        to
        this Section 5.4, on an as-converted basis. As used in this definition, the
        phrase “on an as-converted
        basis” shall mean assuming conversion of all
        Preferred Shares but not assuming exercise or conversion of any other
        outstanding option, warrants, or other convertible securities.

       

      6

       


      



    
       

      (b)          the
        Investor shall effect its participation in the sale by promptly
        delivering to the Selling Shareholder, with a copy to the Company, for transfer
        to the prospective purchaser share certificates in respect of all Shares
        to be
        sold by the Investor and a transfer form signed by the Investor, which
        indicates:

      (i)        the
        number of Ordinary Shares which the Investor elects to sell;

      (ii)       that
        number
        of Preferred Shares which is at such time convertible into the number of
        Ordinary Shares that the Investor elects to sell; or

      
        	
                 

              	
                (iii)

              	
                any
                  combination of the
                  foregoing;

              


      

      provided,
however,
        that if the prospective purchaser objects to the delivery of Preferred Shares
        in
        lieu of Ordinary Shares, the Investor shall convert such Preferred Shares
        into
        Ordinary Shares and deliver Ordinary Shares. The Company agrees to make any
        such
        conversion concurrent with the actual transfer of such shares to the
        purchaser.

      5.5          Procedure
        at Closing. The share certificate or
        certificates that the Investor delivers to the Selling Shareholder pursuant
        to
        Section 5.4(b) shall be transferred to the prospective purchaser in consummation
        of the sale of the Transfer Shares pursuant to the terms and conditions
        specified in the Transfer Notice, and the Selling Shareholder shall concurrently
        therewith remit to the Investor that portion of the sale proceeds to which
        the
        Investor is entitled by reason of its participation in such sale. To the
        extent
        that any prospective purchaser or purchasers prohibit such assignment or
        otherwise refuse to purchase shares or other securities from the Investor
        exercising its rights of co-sale hereunder, the Selling Shareholder shall
        not
        sell any Transfer Shares to such prospective purchaser or purchasers unless
        and
        until, simultaneously with such sales, the Selling Shareholder shall purchase
        such shares or other securities from the Investor. In selling its Shares
        pursuant to their co-sale right hereunder, the Investor shall not be required
        to
        give any representations or warranties with respect to its Shares to be sold
        except to confirm that they have not transferred or encumbered such
        Shares.

      5.6          Non-Exercise.
        To the extent the Investor does not
        elect to participate in the sale of Transfer Shares pursuant to the Transfer
        Notice, the Selling Shareholder may, not later than ninety (90) days following
        delivery of the Transfer Notice to the Investor, effect a transfer of the
        Transfer Shares covered by the Transfer Notice and not elected to be sold
        by the
        Investor. Any proposed transfer on terms and conditions more favorable than
        those described in the Transfer Notice, as well as any subsequent proposed
        transfer of any Shares by the Selling Shareholder, shall be subject to the
        procedures described in Sections 5.3 and 5.4.

      
        	
                 

              	
                5.7

              	
                Prohibited
                  Transfer.

              


      

      (a)          Prohibited
        Transfer. In the event a Selling
        Shareholder should sell any Transfer Shares in disregard or contravention
        of the
        right of first refusal or co-sale rights under this Agreement (a
“Prohibited Transfer”),
        the Investor, in addition to such other remedies as may be available at law,
        in
        equity or hereunder, shall have the put option provided below, and such Selling
        Shareholder shall be bound by the applicable provisions of such
        option.

       

      7

       


      



    
       

      (b)          Put
        Right. Without prejudice to any other rights
        and remedies available to the Investor, in the event of a Prohibited Transfer,
        the Investor shall have the right to sell to the Selling Shareholder the
        type
        and number of Ordinary Shares equal to the number of Shares the Investor
        would
        have been entitled to transfer to the purchaser under Section 5.4 hereof
        had the
        Prohibited Transfer been effected pursuant to and in compliance with the
        terms
        hereof. Such sale shall be made on the following terms and
        conditions:

      (i)        The
        price per share at which the Shares are to be sold to the Selling Shareholder
        shall be equal to the price per share paid by the purchaser to the Selling
        Shareholder in the Prohibited Transfer. The Selling Shareholder shall also
        reimburse the Investor for any and all reasonable fees and expenses, including
        legal fees and out-of-pocket expenses, incurred pursuant to the exercise
        or the
        attempted exercise of the Investor’s rights under this Section 5.

      (ii)       The
        Investor shall, if exercising the option created hereby, deliver to the Selling
        Shareholder within ninety (90) days after the later of the dates on which
        the
        Investor (A) received notice of the Prohibited Transfer or (B) otherwise
        become
        aware of the Prohibited Transfer, a notice describing the type and the number
        of
        Shares to be transferred by the Investor.

      (iii)     The
        Selling Shareholder shall, promptly upon receipt of such notice from
        the Investor exercising the option created hereby, pay to the Investor the
        aggregate purchase price for the Shares to be sold by the Investor, and the
        amount of reimbursable fees and expenses, as specified above, in cash or
        by
        other means acceptable to the Investor.

      (iv)      Upon
        receipt of full payment of the amount due from the Selling
        Shareholder, the Investor shall deliver to the Selling Shareholder the
        certificate or certificates representing Shares to be sold, together with
        a
        transfer form signed by the Investor transferring such shares.

      (v)       Notwithstanding
        the foregoing, any attempt by a Selling Shareholder to
        transfer any of the Transfer Shares in violation of Sections 5.3 or 5.4
        shall be void, and the Company undertakes it will not effect such a transfer
        nor
        will treat any alleged transferee as the holder of such shares without the
        written consent of the Investor.

      5.8         Termination.
        The Investor’s rights under
        Sections 5.1 to 5.7 shall terminate upon the completion of a Qualified
        IPO.

      
        	
                6.

              	
                ASSIGNMENT
                  AND AMENDMENT.

              


      

      
        	
                 

              	
                6.1

              	
                Assignment. 
Notwithstanding
                  anything
                  herein to the contrary:

              


      

      (a)          Information
        Rights. The rights of the Investor
        under Sections 2.1 (prior to a Qualified IPO) and 2.2 are transferable to
        any
        Affiliate of the Investor or to any person who holds or is acquiring Investment
        Securities immediately after the Closing in a transfer which does not breach
        any
        express provision of this Agreement; provided, however,
        that the Company is given a written
        notice stating the name and address of the assignee and identifying the
        securities of the Company as to which the rights in question are being assigned;
        and provided further that


       

      8

       


      



    
       

      any
        such assignee shall receive such assigned rights, subject to all the
        terms and conditions of this Agreement, including the provisions of this
        Section
        6. 

      (b)          Registration
        Rights. The registration rights of
        the Holders under Section 3 are fully assignable to any Affiliate of such
        Holder
        or to any person who holds or is acquiring Registrable Securities in a permitted
        transfer; provided,
however,
        that the Company is
        given a written notice stating the name and address of the assignee and
        identifying the securities of the Company as to which the rights in question
        are
        being assigned; and provided further that any such assignee
        shall receive such assigned rights, subject to
        all the terms and conditions of this Agreement, including the provisions
        of this
        Section 6. 

      (c)          Right
        of Participation. The Right of
        Participation of the Investor under Section 4 hereof is fully assignable
        to the
        Investor’s Affiliates or to any person who holds or is acquiring Series A
        Preferred Shares immediately after the Closing in a transfer which does not
        breach any express provision of this Agreement; provided, however
        that any such assignee shall receive such
        assigned rights, subject to all the terms and conditions of this Agreement,
        including the provisions of this Section 6.

      (d)          Rights
        of First Refusal and Co-sale. The rights
        of the Investor under Section 5 are assignable prior to a Qualified IPO to
        any Affiliate of the Investor or to any person who holds or is acquiring
        Investment Securities in a transfer which does not breach any express provision
        of this Agreement; provided,
however,
        that the Company and Key
        Shareholders are given a written notice stating the name and address of the
        assignee and provided further
        that any such assignee shall receive such assigned rights, subject to all
        the
        terms and conditions of this Agreement, including the provisions of this
        Section
        6.

      6.2          Adherence
        Agreement. For any transfer of Shares
        to be deemed effective, the transferee shall assume the obligations of the
        transferor under this Agreement by executing and delivering to the Company
        an
        Adherence Agreement substantially in the form attached hereto as Exhibit A. Upon the execution
        and delivery of an
        Adherence Agreement by any transferee, such transferee shall be deemed to
        be a
        Key Shareholder, Investor, or Holder hereunder, as appropriate.

      6.3          No
        restriction or encumbrance on Series A Preferred
        Shares. The transfer and assignment of the Series A
        Preferred Shares or any right of the Investor under this Agreement or any
        other
        Transaction Agreements shall not be subject to any rights of first refusal
        or
        co-sale rights or other restrictions or encumbrances on transfer or
        assignment.

      6.4          Amendment
        of Rights. A provision of this
        Agreement may only be amended and the observance thereof may only be waived
        (either generally or in a particular instance and either retroactively or
        prospectively) with the written consent of the Company and the Investor,
        except
        for Section 5 which may be amended with the written consent of the Investor
        and
        the holders of a majority of the Ordinary Shares. Any amendment or waiver
        effected in accordance with this Section 6.4 shall be binding upon each Party
        hereto and their respective successors.

       

      9

       


      



    
       

      
        	
                7.

              	
                PROTECTIVE
                  PROVISIONS.

              


      

      7.1          Acts
        of the Company (General). Notwithstanding
        anything to the contrary in this Agreement, for as long as any Series A
        Preferred Shares are outstanding, any action (whether in a single transaction
        or
        a series of related transactions) that effects or approves any of the following
        transactions involving the Company or any of its Subsidiaries shall require
        the
        approval of the New Board in accordance with Section 7.3 below:

      (a)          any
        guarantee or agreement by the Company or any of its Subsidiaries to
        indemnify any other person against any loss or liability of any person’s
        obligations, except for the furtherance of the commercial benefits of the
        Company; 

      (b)          any
        borrowing of money, obtaining of financial facilities (including
        factoring, facility letters, undertakings, guarantees, indemnities, comfort
        letters, etc.) or incurrence of indebtedness by the Company or any of its
        Subsidiaries (including indebtedness in the form of assumption or guaranty
        of
        borrowing or indebtedness of any other person) which individually or together
        with all related borrowing equal to or exceed forty percent (40%) of the
        net
        debt equity ratio of the Company or any of its Subsidiaries at any
        time;

      (c)          any
        transaction or series of related transactions or any contract
        involving the Company or any of its Subsidiaries and any Key Shareholder,
        director, officer, employee or consultant of the Company which individually
        or
        together with all related transactions equal to or exceed RMB1,000,000;


      (d)          any
        investment in the securities or shares or other rights of any
        company;

      (e)          any
        purchase, lease, sale or other transaction by the Company or any of
        its Subsidiaries involving real property;

      (f)           any
        fee or monetary transaction or arrangement, including the acquisition
        or disposal of property or procurement of service, between the Company or
        any of
        its Subsidiaries and any of its shareholder or its Affiliate; 

      (g)          any
        change of the auditors of the Company and/or any of its Subsidiaries
        or any material change in the commencement date of the financial year of
        the
        Company or the relevant Subsidiary;

      (h)          any
        adoption, change or announcement of the Employee Share Option Plan of
        the Company; 

      (i)           any
        increase or decrease in the authorized number of the Series A
        Preferred Shares, allotment or issuance of any additional Series A Preferred
        Shares, amendment of the Company’s Memorandum or Articles of Association in a
        manner that adversely affects the rights of the holders of the Series A
        Preferred Shares; amendment of or change in the rights, preferences, privileges
        or powers of, or the restrictions provided for, the benefit of the holders
        of
        the Series A Preferred Shares;

       

      10

       


      



    
       

      (j)           the
        authorization, creation or issuance of shares of any class of capital
        stock having preferences superior to or on a parity with the holders of the
        Series A Preferred Shares in liquidation, redemption, or dividend rights
        or
        other rights or privileges;

      (k)          any
        change in the authorized number, manner of election or term of the
        office of directors of the Company;

      (l)           the
        declaration or payment of any dividend or distribution of profits on
        any Shares ranking junior to the Series A Preferred Shares in liquidation,
        redemption, or dividend rights or privileges; or the redemption and repurchase
        of any Shares junior to the Series A Preferred Shares in liquidation,
        redemption, or dividend rights or privileges except for repurchases of Shares
        pursuant to a contractual right of repurchase upon termination of employment
        or
        service in a bona fide employment or service agreement;

      (m)         any
        merger, acquisition, consolidation, reorganization or other
        transaction of or involving one (1) or more other companies in which the
        shareholders of the Company immediately prior thereto shall not hold a majority
        of the outstanding voting power of each surviving or acquiring company pro-rata
        immediately thereafter;

      (n)          the
        sale, transfer (including a transfer by way of a spin-off, split-off
        or business separation) or disposition of the whole or a substantial part
        of the
        business, undertaking, goodwill, assets or intellectual property of the Company
        and/or any of its Subsidiaries, including the sale, transfer or other
        disposition of a subsidiary or the grant of an exclusive license to intellectual
        property;

      (o)          any
        resolution for the winding up, liquidation or dissolution of the
        Company and/or any of its Subsidiaries, application for the appointment of
        a
        receiver, manager or judicial manager or like officer or initiation of similar
        insolvency-related proceedings of which any of the Company or its Subsidiaries
        is the subject company;

      (p)          the
        creation of any mortgage, pledge, hypothecation, lien or charge
        (whether by way of fixed or floating charge, mortgage or other security)
        or
        other security interest on all or substantial part of the undertaking, assets,
        rights or properties (tangible or intangible) of the Company;

      (q)          any
        material change to the fundamental business character, plan or
        strategy of the Company or any of its Subsidiaries as now carried
        out;

      (r)           any
        delegation of authority in respect of any of the foregoing matters to
        any committee of the Board; or 

      (s)           any
        agreement, any commitment or the adoption of any corporate resolution
        to do any of the foregoing matters.

      7.2          Amendment
        of Charter Documents. Notwithstanding
        anything to the contrary in this Agreement, for as long as any Series A
        Preferred Share is outstanding, any alteration or amendment to the Memorandum
        and/or Articles of Association or any other charter documents of the Company
        or
        any of its Subsidiaries shall require the approval of the Investor.

       

      11

       


      



    
       

      7.3          Approval
        of the Board. The actions set out in
        Section 7.1 shall be approved in accordance with the following
        requirements:

      (a)          if
        such action is proposed within the period from the date of Closing to
        September 30, 2007, approval of all members of the New Board shall be
        required;

      (b)          if
        such action is proposed within one (1) year after the first twelve
        (12) months of October 1, 2006, in the event that the Company’s 2006 Profit is
        (i) RMB20,000,000 or more, approval by a majority of the members of the New
        Board shall be required or (ii) less than RMB20,000,000, approval by all
        members
        of the New Board shall be required; and 

      (c)
       for
        any
        year after the first twenty-four (24) months of October 1, 2006, in the event
        that the Company’s “profit after tax” for the one (1) year immediately prior to
        such year is (i) RMB20,000,000 or more, approval by a majority of the members
        of
        the New Board shall be required or (ii) less than RMB20,000,000, approval
        by all
        members of the New Board shall be required. 

       

      
        	
                8.

              	
                BOARD
                  MATTERS.

              


      

      8.1          Designation
        Right. The Board of the Company shall
        consist of not more than five (5) directors. For so long as the Investor
        holds
        any Investment Securities, the Investor shall be entitled to designate one
        (1)
        director to the Board of the Company.

      8.2          Board
        Quorum; Meetings; Management etc. The
        Company’s Restated Articles shall provide for a quorum (which shall exist at the
        time of the voting as well as the attendance of the Board meeting) of the
        Board
        for three (3) directors including at least one (1) director designated by
        the
        Investor. Notices and agendas of the Board meetings as well as copies of
        all
        board papers shall be sent to all the relevant directors and to the Investor
        at
        least ten (10) Business Days prior to the relevant Board meeting, except
        for
        emergency Board meeting. The Company shall hold Board meetings at least once
        a
        quarter after Closing. Except for any contrary provision in the Transaction
        Agreements or the relevant laws, the Company shall be managed and controlled
        by
        the New Board.

      8.3          Waiver.
        The Company acknowledges that the
        Investor will likely have, from time to time, information that may be of
        interest to the Company or its Subsidiaries (“Information”) regarding
        a wide variety of
        matters including (1) the Investor’s technologies, plans and services, and plans
        and strategies relating thereto, (2) current and future investments the Investor
        has made, may make, may consider or may become aware of with respect to other
        companies and other technologies, products and services, including technologies,
        products and services that may be competitive with those of the Company or
        any
        of its Subsidiaries, and (3) developments with respect to the technologies,
        products and services, and plans and strategies relating thereto, of other
        companies, including companies that may be competitive with the Company or
        any
        of its Subsidiaries. The Company recognizes that a portion of such Information
        may be of interest to the Company or any of its Subsidiaries. Such Information
        may or may not be known by the Investor Director. The Company, as a material
        part of the consideration for this Agreement, agrees that the Investor Director
        shall not have any duty to disclose any Information to the Company or any
        of its
        Subsidiaries, or permit the Company or any of its Subsidiaries to 

       

      12

       


      



    
       

      participate
        in any projects or investments based on any Information, or
        otherwise to take advantage of any opportunity that may be of interest to
        the
        Company or any of its Subsidiaries if it were aware of such Information,
        and
        hereby waives, to the extent permitted by law, any claim based on the corporate
        opportunity doctrine or otherwise that could limit the Investor’s ability to
        pursue opportunities based on such Information or that would require the
        Investor, any representative, the Investor Director to disclose any such
        Information to the Company or any of its Subsidiaries or offer any opportunity
        relating thereto to the Company or any of its Subsidiaries.

      8.4          Director
        Expenses. The Company shall reimburse
        each member of the Board for all reasonable traveling expenses incurred in
        connection with Board duties and meetings. 

      8.5          Insurance
        and Indemnification. The Company shall
procure customary
directors
        and officers insurance for the directors, covering an amount
of at
        least
        US$1,000,000 or such other amount as is
        approved by the Investor. Notwithstanding anything to the
        contrary in this Agreement or in the Restated Articles, the Company
        shall indemnify and hold harmless the
        Investor Director and his alternate, to the fullest extent permissible by
        law,
        from and against all liabilities, damages, actions, suits, proceedings, claims,
        costs, charges and expenses suffered or incurred by or brought or made against
        such Investor Director or his alternate as a result of any act, matter or
        thing
        done or omitted to be done by him in good faith in the course of acting as
        a
        director or alternate director, as applicable, of the Company, by delivering
        to
        such Investor Director or its alternate, at the time of its appointment as
        a
        director or an alternate director, an indemnification agreement duly executed
        by
        the Company substantially in the form attached hereto as Exhibit B.

      8.6          Assignment
        and Termination. The rights of the
        Investor set forth in this Section 8 are fully assignable to any person who
        holds or is acquiring the Series A Preferred Shares in a transfer which does
        not
        breach any express provision of this Agreement; provided, however,
        that the Company is given a written
        notice stating the name and address of the assignee and identifying the
        securities of the Company as to which the rights in question are being assigned;
        provided further, that the
        transferee executes and delivers an Adherence Agreement. The rights of the
        Investor in this Section 8 shall terminate upon completion of a Qualified
        IPO.

      
        	
                9.

              	
                UNDERTAKINGS.

              


      

      9.1         Restrictions
        on Transfers. Each Key Shareholder
        agrees that it shall not, directly or indirectly, sell, transfer or otherwise
        dispose of any of its Shares prior to a Qualified IPO, without the prior
        written
        consent of the Investor.

      9.2          Operation
        of the ICP Company. The ICP Company
        shall take all reasonably necessary steps to promptly assign and transfer
        to the
        PRC Subsidiary (pursuant to the Restructuring Agreements or otherwise)
        substantially all of its revenues, earnings and other values and benefits
        generated from its business operations (except for certain payments required
        to
        be made to the Investor under certain contractual arrangements between the
        Investor and the ICP Company). The ICP Company shall, to the extent permitted
        by
        applicable law, operate its business at the direction of its board of directors
        and its shareholders (who have assigned their voting rights to the PRC
        Subsidiary). The PRC Subsidiary shall take all reasonably necessary


       

      13

       


      



    
       

      steps
        to ensure that the ICP Company shall have funds available to cover
        its operating expenses and to timely repay its debts as they become due.
        

      
        	
                10.

              	
                CONFIDENTIALITY
                  AND NON-DISCLOSURE.

              


      

      
        	
                 

              	
                10.1

              	
                Financing
                  Terms and Conditions.

              


      

      (a)           Disclosure
        of Terms. Each party hereto
        acknowledges that the terms and conditions (collectively, the
“Terms”) of this
        Agreement, the other Transaction Agreements, and all exhibits, restatements
        and
        amendments hereto and thereto, including their existence, shall be considered
        confidential information and shall not be disclosed by it to any third party
        except in accordance with the provisions set forth below. 

      (b)          Press
        Releases. Within sixty (60) days after the
        Closing, the Company may issue a press release disclosing that the Investor
        has
        invested in the Company provided that (i) the release does not disclose any
        of the Terms, (ii) the press release does not disclose the amount or other
        specific terms of the investment, and (iii) the final form of the press
        release is approved in advance in writing by the Investor mentioned therein.
        The
        Investor’s name and the fact that Investor is a shareholder in the Company can
        be included in a reusable press release boilerplate statement, so long as
        the
        Investor has given the Company its initial approval of such boilerplate
        statement and the boilerplate statement is reproduced in exactly the form
        in
        which it was approved. No other announcement regarding the Investor in a
        press
        release, conference, advertisement, announcement, professional or trade
        publication, mass marketing materials or otherwise to the general public
        may be
        made without such Investor’s prior written consent, which consent may be
        withheld at such Investor’s sole discretion.

      (c)          Permitted
        Disclosures. Notwithstanding anything
        in the foregoing to the contrary, 

      (i)        the
        Company may disclose any of the Terms to its current or bona fide prospective
        investors, directors, officers, employees, shareholders, investment bankers,
        lenders, accountants, auditors, insurers, business or financial advisors,
        and
        attorneys, in each case only where such persons or entities are under
        appropriate nondisclosure obligations imposed by professional ethics, law
        or
        otherwise; 

      (ii)       the
        Investor may, without disclosing the Terms of their respective investments
        in
        the Company without its consent, disclose the Investor’s investment in the
        Company to third parties or to the public (including issuance of a press
        release
        and filing of appropriate reports with relevant regulatory authorities) at
        its
        sole discretion and, if it does so, the other parties shall have the right
        to
        disclose to third parties any such information disclosed in a press release
        or
        other public announcement by the Investor;

      
        	
                 

              	
                (iii)

              	
                the
                  Investor shall have the right to
                  disclose:

              


      

      (1)          any
        information to the Investor’s and/or its Affiliate’s legal counsel,
        insurer, accountant, consultant or to an officer, director, shareholder,
        investment counsel or advisor, or employee of the Investor and/or its Affiliate;
        provided, however,
        that any counsel, auditor, insurer,
        accountant, consultant, officer, director, shareholder, investment counsel
        or


       

      14

       


      



    
       

      advisor,
        or employee shall be advised of the confidential nature of the
        information or are under appropriate non-disclosure obligation imposed by
        professional ethics, law or otherwise; 

      (2)          any
        information as required by law, government authorities, exchanges
        and/or regulatory bodies, including by the Securities and Futures Commission
        of
        the Hong Kong Special Administrative Region, the China Securities and Regulatory
        Commission of the PRC or the Securities and Exchange Commission of the United
        States (or equivalent for other venues); 

      (3)          any
        information to bona fide prospective purchasers/investors of any
        share, security or other interests in the Company; and/or

      (4)          any
        information contained in press releases or public announcements of
        the Company pursuant to Section 10.1(b) above. 

      
        	
                 

              	
                (d)

              	
                the
                  confidentiality obligations set out in this Section 10.1 do not
                  apply to:

              


      

      (i)        information
        which was in the public domain or otherwise known to the
        relevant party before it was furnished to it by another party hereto or,
        after
        it was furnished to that party, entered the public domain otherwise than
        as a
        result of (i) a breach by that party of this Section 10.1 or (ii) a breach
        of a
        confidentiality obligation by the discloser, where the breach was known to
        that
        party;

      (ii)       information
        the disclosure of which is necessary in order to comply with any applicable
        law,
        the order of any court, the requirements of a stock exchange or to obtain
        tax or
        other clearances or consents from any relevant authority; or

      (iii)     information
        disclosed by any director of the Company to its appointer or
        any of its Affiliates or otherwise in accordance with the foregoing provisions
        of this Section 10.1.

      (e)          Legally
        Compelled Disclosure. In the event that
        any party is requested or becomes legally compelled (including without
        limitation pursuant to securities laws and regulations) to disclose the
        existence of this Agreement or any Terms in contravention of the provisions
        of
        this Section 10.1, such party (the “Disclosing
        Party”) shall, to the extent practicable under
        the
        then prevailing circumstances, provide the other parties (the
“Non-Disclosing Parties”) with prompt
        written notice of that fact so that the appropriate party
        may seek (with the cooperation and reasonable efforts of the other parties)
        a
        protective order, confidential treatment or other appropriate remedy. In
        such
        event, the Disclosing Party shall furnish only that portion of the information
        that is legally required and shall exercise reasonable efforts to obtain
        reliable assurance that confidential treatment will be accorded such information
        to the extent reasonably requested by any Non-Disclosing Party. 

      10.2        Other
        Confidential Information. Except as
        otherwise provided herein, the Investor and the Company shall keep confidential
        and shall not disclose or divulge, any information which the Investor or
        the
        Company obtains from the other side, pursuant to financial statements, reports,
        presentations, correspondence, and any other materials provided by the Company
        or the Investor to, or communications between the Company and the Investor,
        

       

      15

       


      



    
       

      or
        pursuant to information rights granted under this Agreement or any
        other related documents, unless the information is known, or until the
        information becomes known, to the public through no fault of the Investor
        or the
        Company, as the case may be, or unless the Company or the Investor gives
        its
        written consent to the Investor or the Company’s release of the information,
        respectively.

      
        	
                11.

              	
                MISCELLANEOUS.

              


      

      11.1       Governing
        Law. This Agreement shall be governed
        in all respects by the laws of the Hong Kong Special Administrative Region
        without regard to conflicts of law principles. 

      11.2       Successors
        and Assigns. Except as otherwise
        expressly provided herein, the provisions hereof shall inure to the benefit
        of,
        and be binding upon, the successors, permitted assigns, heirs, executors
        and
        administrators of the parties hereto whose rights or obligations hereunder
        are
        affected by such amendments. Except as expressly stated otherwise, the rights
        of
        the Investor set forth in this Agreement are fully assignable to any person
        who
        holds or is acquiring Shares from the Investor.

      11.3       Third
        Parties. Nothing in this Agreement, express or implied,
        is intended to confer upon any person, other than the parties hereto and
        their
        permitted successors and assigns, any rights or remedies under or by reason
        of
        this Agreement.

      11.4       Entire
        Agreement. This Agreement, the Share Subscription
        Agreement and the schedules and exhibits hereto and thereto, which are hereby
        expressly incorporated herein by this reference, constitute the entire
        understanding and agreement between the parties with regard to the subjects
        hereof and thereof.

      11.5       Notices.
        Except as may be otherwise provided
        herein, all notices, requests, waivers and other communications made pursuant
        to
        this Agreement shall be in writing and shall be conclusively deemed to have
        been
        duly given (a) when hand delivered to the other party; (b) when sent by
        facsimile at the number set forth below, upon a successful transmission report
        being generated by the sender’s machine; or (c) three (3) Business Days after
        deposit with an internationally-recognized overnight delivery service, postage
        prepaid, addressed to the parties as set forth below with next-business-day
        delivery guaranteed, provided that the sending party receives a confirmation
        of
        delivery from the delivery service provider.

      
        	
                 

                To
                  the Company, each Key Shareholder,
HK Subsidiary and the PRC
                  Subsidiary:

              	
                 

                
To
                  the
                  Investor:
 

              


      

      
        	
                Rooms
                  353B-355B,

                Aether
                  Square, 986 Jie Fang Bei Road,

                Guangzhou,
                  PRC

                Postal
                  code: 510040

                 

                Attn:
                  Pan Weijia

                Fax
                  No.:(86) (20) 8666 5861 

                 

                 

              	
                Suites
                  1705-6,

                17/F,
                  Two Chinachem Exchange Square,

                338
                  King’s Road,

                North
                  Point, Hong Kong

                 

                Attn:
                  Tommy Siu Lun Fork

                Fax
                  No.: (852) 2858 4483

                 

                 

              


      

       

       

      16

       


      



    
       

       

      Each
        person making a communication hereunder by facsimile shall promptly
        confirm by telephone to the person to whom such communication was addressed
        each
        communication made by it by facsimile pursuant hereto but the absence of
        such
        confirmation shall not affect the validity of any such communication. A party
        may change or supplement the addresses given above, or designate additional
        addresses, for purposes of this Section 11.5, by giving the other party written
        notice of the new address in the manner set forth above.

      11.6     Delays
        or Omissions. No delay or omission to
        exercise any right, power or remedy accruing to any party upon any breach
        or
        default of any other party hereto under this Agreement, shall impair any
        such
        right, power or remedy of the aggrieved party nor shall it be construed to
        be a
        waiver of any such breach or default, or an acquiescence therein, or of any
        similar breach or default thereafter occurring; nor shall any waiver of any
        other breach or default theretofore or thereafter occurring. Any waiver,
        permit,
        consent or approval of any kind or character on the part of any party of
        any
        breach or default under this Agreement or any waiver on the part of any party
        of
        any provisions or conditions of this Agreement, must be in writing and shall
        be
        effective only to the extent specifically set forth in such writing. All
        remedies, either under this Agreement, or by law or otherwise afforded to
        the
        parties shall be cumulative and not alternative.

      11.7       Interpretation;
        Titles and Subtitles. This
        Agreement shall be construed according to its fair language. The rule of
        construction to the effect that ambiguities are to be resolved against the
        drafting party shall not be employed in interpreting this Agreement. The
        titles
        of the sections and subsections of this Agreement are for convenience of
        reference only and are not to be considered in construing this
        Agreement.

      11.8       Counterparts.
        This Agreement may be executed in
        any number of counterparts, each of which shall be an original, but all of
        which
        together shall constitute one (1) instrument.

      11.9       Severability.
        Should any provision of this
        Agreement be determined to be illegal or unenforceable, such determination
        shall
        not affect the remaining provisions of this Agreement.

      11.10     Adjustment
        for Share Splits, etc. Whenever in
        this Agreement there is a reference to a specific number or percentage of
        the
        Series A Preferred Shares, then, upon the occurrence of any subdivision,
        combination or share dividend of the Series A Preferred Shares, the specific
        number of shares so referenced in this Agreement shall automatically be
        proportionally adjusted to reflect the effect on the outstanding shares of
        such
        class or series of shares by such subdivision, combination or share
        dividend.

      11.11     Pronouns.
        All pronouns and any variations thereof
        are deemed to refer to the masculine, feminine, neuter, singular or plural,
        as
        the identity of the Person or Persons may require.

      11.12     Dispute
        Resolution. Any dispute, controversy or
        claim arising out of or relating to this Agreement, or the breach, termination
        or invalidity thereof, shall be settled by arbitration in 

       

      17

       


      



    
       

      accordance
        with the UNCITRAL Arbitration Rules (“UNCITRAL Rules”) as at present
        in force and
        as may be amended by the rest of this provision. The appointing authority
        shall
        be Hong Kong International Arbitration Centre (the “HKIAC”). The place
        of arbitration shall be
        in Hong Kong at HKIAC. There shall be three (3) arbitrators. The language(s)
        to
        be used in the arbitral proceedings shall be English. Any such arbitration
        shall
        be administered by HKIAC in accordance with HKIAC Procedures for Arbitration
        in
        force at the date of this Agreement including such additions to the UNCITRAL
        Rules as are therein contained. 

      11.13     Investor’s
        Rights Agreement to Prevail. If and to
        the extent that there are inconsistencies between the provisions of this
        Agreement and those of the Restated Articles, the terms of this Agreement
        shall prevail. The parties agree to take all actions necessary or advisable,
        as
        promptly as practicable after the discovery of such inconsistency, to amend
        the Restated Articles so as to eliminate such inconsistency.

       

      [Signature
        Page Follows]

       

      18

       


      



    
       

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement on
        the day and year herein above first written.

       

      
        	
                BEPRECISE
                  INVESTMENTS LIMITED

                 

                 

                By
/s/
                  Wang Shuang

                Print
                  Name: Wang Shuang

                Title:
                  Director

                 

                Witnessed
                  by:

                 

                _____________________________________

                Print
                  Name:

                Title:

                 

              	
                GLOBAL
                  MARKET GROUP LIMITED

                 

                 

                By
/s/
                  Pan Weijia

                Print
                  Name: Pan Weijia

                Title:
                  Director

                 

                Witnessed
                  by:

                 

                /s/
                  Yang Baoling

                Print
                  Name: Yang Baoling

                Title:
                  Secretary

                 

              
	
                SEALED
                  with the COMMON SEAL of 
GLOBAL MARKET GROUP (ASIA)
LIMITED

                 

                By

                /s/
                  Pan Weijia

                Print
                  Name: Pan Weijia

                Title:
                  Director

                 

                Witnessed
                  by:

                 

                /s/
                  Yang Baoling

                Print
                  Name: Yang Baoling

                Title:
                  Secretary

                 

                 

              	
                SEALED
                  with the OFFICIAL SEAL of
GLOBAL MARKET (GUANGZHOU)
                  CO.,
LTD.

                 

                By


                /s/
                  Pan Weijia

                Print
                  Name: Pan Weijia

                Title:
                  Director

                 

                Witnessed
                  by:

                 

                /s/
                  Yang Baoling

                Print
                  Name: Yang Baoling

                Title:
                  Secretary

                 

              


      

       

      [Signature
        Page to Investor’s Rights Agreement]

       

       


      



    
       

       

      
        	
                SIGNED,
                  SEALED AND DELIVERED BY:

                 

                 

                 

                 

                /s/
                  Pan Weijia

                PAN
                  WEIJIA, as an individual
                  

                 

                 

                Witnessed
                  by:

                 

                /s/
                  Yang Baoling

                Print
                  Name: Yang Baoling

                Title:
                  Secretary

                 

              	
                SIGNED,
                  SEALED AND DELIVERED BY:

                 

                 

                 

                 

                /s/
                  Pan Weinian

                PAN
                  WEINIAN, as an individual
                  

                 

                 

                Witnessed
                  by:

                 

                /s/
                  Yang Baoling

                Print
                  Name: Yang Baoling

                Title:
                  Secretary

                 

              
	
                 

              	
                 

              


      

       

       

      [Signature
        Page to Investor’s Rights Agreement]

       


      



    
       

      Annex
        A

       

      Definitions

       

      Capitalized
        terms used but not otherwise defined in this Agreement shall
        have the meanings given to them in the Share Subscription
        Agreement.

      “Affiliate”
        shall mean, in respect of a Person, any other Person that, directly or
        indirectly, through one (1) or more intermediaries, Controls, is Controlled
        by,
        or is under common Control with, such Person, and (a) in the case of a natural
        Person, shall include such Person’s spouse, parents, children, siblings,
        mother-in-law and father-in-law and brothers and sisters-in-law, (b) in the
        case
        of the Investor, shall include any Person who holds Shares as a nominee for
        the
        Investor, and (c) in respect of the Investor, shall also include (i) any
        shareholder of the Investor, (ii) any entity or individual which has a direct
        or
        indirect interest in the Investor (including, if applicable, any general
        partner
        or limited partner); (iii) any Person that directly or indirectly Controls,
        is
        Controlled by, under common Control with, or is managed by the Investor,
        (iv)
        the relatives of any individual referred to in (ii) above, and (v) any trust
        Controlled by or held for the benefit of such individuals. For the avoidance
        of
        doubt, the Investor shall not be deemed to be an Affiliate of any Group Company
        or Key Shareholder.

      “Agreement”
has
        the meaning as ascribed to it in the introductory paragraph of this
        Agreement.

      “Board”
shall
        mean the board of directors of the Company. 

      “Business
        Day”
or “business
        day” shall
        mean any day that is not a Saturday, Sunday, legal holiday or a day on which
        banks are required to be closed in Hong Kong Special Administrative Region
        or
        the PRC.

      “Closing”
has
        the meaning as ascribed to it in Section 4.1 of the Share Subscription
        Agreement.

      “Company”
has
        the meaning as ascribed to it in the introductory paragraph of this
        Agreement.

      “Conversion
        Shares” shall mean Ordinary Shares issuable or issued
        upon conversion of the
        Series A Preferred Shares subscribed under the Share Subscription
        Agreement.

      “Disclosing
        Party” has the meaning as ascribed to it in Section
        10.1(e) of this Agreement.


      “Exchange
        Act”
shall mean the U.S. Securities and Exchange
        Act of 1934, as
        amended.

      “First
        Participation
        Notice” has the meaning as ascribed to it in
        Section 4.1(d)(i) of this Agreement.

       

       

       


      



    
       

      “Group
        Companies” shall mean the Company and the Global Market
        Subsidiaries (each a
“Group Company”),
        unless the text specifically indicate otherwise.

      “HK
        Subsidiary”
shallhave the meaning as
        ascribed to it in the introductory
        paragraph of this Agreement.

      “HKIAC”
has
        the
        meaning as ascribed to it in Section 11.12 of this Agreement.

      “ICP
        Company”
shall mean a company to be incorporated under
        the laws of the PRC and shall hold
        an “internet content provider” license granted by State Telecom Administration
        Department for its business.

      “IFRS”
shall
        mean the International Financial Reporting Standards.

      “Information”
        has the meaning as ascribed to it in Section 8.3 of this Agreement.

      “Investment
        Securities” shall mean the
        Series A Preferred Shares and the Conversion Shares.

      “Investor”
        shallhave the meaning as ascribed to it in the introductory
        paragraph of this Agreement.

      “Investor’s
        Rights
        Agreement” has the meaning as ascribed to it in the
        recitals of this Agreement.

      “Key
        Shareholder” or “Key Shareholders”
have
        the meaning as ascribed to it in the introductory paragraph of
        this Agreement.

      “New
        Board” has the meaning as ascribed to
        it in Section 9.15 of the Share Subscription Agreement.

      “New
        Securities”
has the meaning as ascribed to it in Section
        4.1(c) of this
        Agreement.

      “Non-Disclosing
        Parties” has the meaning as ascribed to it in Section
        10.1(e) of this
        Agreement.

      “Ordinary
        Shares” shall mean the ordinary shares of the Company,
        par value US$0.001 per
        share.

      “Participation
        Rights
        Holder” has the meaning as ascribed to it in
        Section 4.1(a) of this Agreement.

      “PRC”
shall
        mean
        the People’s Republic of China, excluding the Hong Kong Special Administrative
        Region, the Macau Special Administrative Region and the islands of
        Taiwan.

      “PRC
        Subsidiary”
shallhave the meaning as
        ascribed to it in the introductory
        paragraph of this Agreement.

      “Preferred
        Shares” shall mean the Company’s Series A Preferred Shares and/or other
        preferred shares of the company that may be issued from time to
        time.

       

       

       


      



    
       

      “Pro
        Rata Co-Sale Share” has the meaning as ascribed to it in Section
        5.4(a) of this
        Agreement.

      “Pro
        Rata Share”
has the meaning as ascribed to it in Section
        4.1(b) of this
        Agreement.

      “Prohibited
        Transfer” has the meaning as ascribed to it in Section
        5.7(a) of this
        Agreement.

      “Qualified
        IPO”
means either (i) a public offering of the Ordinary Shares
        of the Company
        (or depositary receipts or other securities evidencing Ordinary Shares) that
        has
        been registered under the Securities Act, managed by a lead underwriter of
        international standing reasonably acceptable to the Investor, at a public
        offering or initial listing price of at least US$10.00 per Ordinary Share
        (proportionally adjusted for share splits, dividends, recombinations, and
        like
        events) and with proceeds to the Company, net of selling discounts and
        commissions, of at least US$25 million or equivalent thereof, or (ii) a
        public offering of the Ordinary Shares of the Company in a jurisdiction and
        on
        an internationally recognized securities exchange or inter-dealer quotation
        system outside of the United States, including The Stock Exchange of Hong
        Kong
        Limited, provided that such public offering satisfies the price and proceeds
        thresholds set forth in paragraph (i) above and is approved by the
        Investor.

      “Restated
        Articles” shall mean the Amended and Restated Memorandum
        and Articles of
        Association of the Company in substantially the form attached hereto as
Exhibit C to the Share
        Subscription Agreement.

      “Right
        of Participation” has the meaning as ascribed to it in Section
        4.1(a) of this
        Agreement.

      “Rights
        Participants” has the meaning as ascribed to it in Section
        4.1(d)(ii) of this
        Agreement.

      “SEC”
shall
        mean
        the U.S. Securities and Exchange Commission.

      “Second
        Participation
        Notice” has the meaning as ascribed to it in
        Section 4.1(d)(ii) of this Agreement.

      “Second
        Participation
        Period” has the meaning as ascribed to it in
        Section 4.1(d)(ii) of this Agreement.

      “Securities
        Act”
shall mean the U.S. Securities Act of 1933,
        as amended.

      “Selling
        Shareholder” has the meaning as ascribed to it in Section
        5.2 of this
        Agreement.

      “Series
        A Preferred
        Shares” shall mean the series A preferred shares,
        par value US$0.001 per share, to be issued by the Company.

      “Share
        Subscription
        Agreement” has the meaning as ascribed to it in the
        recitals of this Agreement.

       

       

       


      



    
       

      “Shareholders”
        shall mean the Key Shareholders and the Investor (each a “Shareholder”), unless
        the text specifically
        indicate otherwise. 

      “Shares”
shall
        mean all Preferred Shares and all Ordinary Shares now owned or subsequently
        acquired by any shareholder. 

      “Subsidiary”
or
        “subsidiary”shall
        mean, with respect to any subject entity (the
“subject entity”), (i) any company, partnership or other Person (x) more than
        fifty percent (50%) of whose shares or other interests entitled to vote in
        the
        election of directors or (y) more than a fifty percent (50%) interest in
        the
        profits or capital of such entity are owned or controlled directly or indirectly
        by the subject entity or through one or more Subsidiaries of the subject
        entity,
        (ii) any entity whose assets, or portions thereof, are consolidated with
        the net
        earnings of the subject entity and are recorded on the books of the subject
        entity for financial reporting purposes in accordance with IFRS or U.S. GAAP
        or
        other relevant generally accepted accounting practices, or (iii) any entity
        with
        respect to which the subject entity has the power to otherwise direct the
        business and policies of that entity directly or indirectly through another
        subsidiary. 

      “Terms”
has
        the
        meaning as ascribed to it in Section 10.1(a) of this Agreement.

      “Transaction
        Agreements” shall mean this Agreement and the Share Subscription
        Agreement.

      “Transfer
        Notice” has the meaning as ascribed to it in Section
        5.2 of this
        Agreement.

      “Transfer
        Shares” has the meaning as ascribed to it in Section
        5.2 of this
        Agreement.

      “U.S.
        GAAP” shall mean the accounting
        principles generally accepted in the United States.

      “UNCITRAL
        Rules”
shall have the meaning as ascribed to it
        in Section 11.12 of this
        Agreement.

      “2006
        Profit” shall mean the Company’s
        profits after tax for one (1) year commencing from October 1, 2006 to September
        30, 2007, which shall be determined by the consolidated financial statements
        of
        the Company prepared in accordance with the U.S. GAAP and audited by one
        of the
“Big Four” accounting firms or any other international accounting firm approved
        by the Investor.

       

       

       


      



    
       

      EXHIBIT
        A

       

      ADHERENCE
        AGREEMENT

      This
        Adherence Agreement (this “Adherence
        Agreement”) is executed by the undersigned (the
“Transferee”)
        pursuant
        to the terms of that certain Investor’s Rights Agreement dated on October 19,
        2006 (the “Agreement”)
        by and among Global Market Group Limited, a Cayman Islands company (the
“Company”) and certain
        of its shareholders and in consideration of the Shares subscribed for by
        the
        Transferee thereunder and other good and valuable consideration, the receipt
        and
        sufficiency of which are hereby acknowledged. Capitalized terms used but
        not
        defined herein shall have the respective meanings ascribed to such terms
        in the
        Agreement. By the execution of this Adherence Agreement, the Transferee agrees
        as follows:

      1.            Acknowledgment.
        Transferee acknowledges that
        Transferee is acquiring [number] [preferred/ordinary] shares of the Company
        (the
“Shares”) from [name
        of
        transferor] (the “Transferor”), subject
        to the terms and conditions of the Agreement.

      2.            Agreement.
        Immediately upon transfer of the
        Shares, Transferee (i) agrees that the Shares acquired by Transferee shall
        be bound by and subject to the terms of the Agreement applicable to the
        Transferor, and (ii) hereby adopts the Agreement with the same force and
        effect as if Transferee were originally a/an [Key Shareholder thereunder
        (if transferor is a Key Shareholder)]/[Investor thereunder
(if
        transferor is the
        Investor)]. 

      3.            Notice.
        Any notice required or permitted by the
        Agreement shall be given to Transferee at the address listed beside Transferee’s
        signature below.

      EXECUTED
        AND DATED this ______ day of _________________,
        ____.

       

      TRANSFEREE:

       

      
        	
                 

              	
                By: _____________________

              


      

       

      
        	
                 

              	
                Name: ___________________

              


      

       

      
        	
                 

              	
                Title: ____________________

              


      

       

      
        	
                 

              	
                Address: _________________

              


      

       

      
        	
                 

              	
                Fax: _____________________

              


      

       

       

       


      



    
       

      Accepted
        and Agreed:

      GLOBAL
        MARKET GROUP LIMITED

       

      By:___________________________

       

      
        	
                Name:
                  ________________________

              


      

      Title:
        _________________________

       

       


      



    
       

      EXHIBIT
        B

       

      INDEMNIFICATION
        AGREEMENT

       

      This
        Indemnification Agreement (this “Agreement”) is entered
        into on [___ ], 2006
        by and between Global Market Group Limited, a company incorporated in the
        Cayman
        Islands (the “Company”)
        and [___] (“Indemnitee”).

      RECITALS

      A.           The
        Company and Indemnitee recognize the continued difficulty in
        obtaining liability insurance for its directors, officers, employees, agents
        and
        fiduciaries, the significant increases in the cost of such insurance and
        the
        general reductions in the coverage of such insurance.

      B.           The
        Company and Indemnitee further recognize the substantial increase in
        corporate litigation in general, subjecting directors, officers, employees,
        agents and fiduciaries to expensive litigation risks at the same time as
        the
        availability and coverage of liability insurance has been severely
        limited.

      C.           Indemnitee
        does not regard the current protection available as adequate
        under the present circumstances, and Indemnitee and other directors, officers,
        employees, agents and fiduciaries of the Company may not be willing to continue
        to serve in such capacities without additional protection.

      D.           The
        Company desires to attract and retain the services of highly
        qualified individuals, such as Indemnitee, to serve the Company and, in part,
        in
        order to induce Indemnitee to continue to provide services to the Company,
        wishes to provide for the indemnification and advancing of expenses to
        Indemnitee to the maximum extent permitted by law.

      E.            In
        view of the considerations set forth above, the Company desires that
        Indemnitee be indemnified by the Company as set forth herein.

      
        	
                 

              	
                NOW,
                  THEREFORE, the Company and Indemnitee hereby agree as
                  follows:

              


      

      
        	
                1.

              	
                Indemnification.

              


      

       

      (a)          Indemnification
        of Expenses. The Company shall
        indemnify to the fullest extent permitted by law if Indemnitee was or is
        or
        becomes a party to or witness or other participant in, or are threatened
        to be
        made a party to or witness or other participant in, any threatened, pending
        or
        completed action, suit, proceeding or alternative dispute resolution mechanism,
        or any hearing, inquiry or investigation that Indemnitee in good faith believe
        might lead to the institution of any such action, suit, proceeding or
        alternative dispute resolution mechanism, whether civil, criminal,
        administrative, investigative or other (hereinafter a “Claim”) by reason
        of (or arising in part out
        of) any event or occurrence related to the fact that Indemnitee is or was
        a
        director, officer, employee, agent or fiduciary of the Company, or any
        subsidiary of the Company, or is or was serving at the request of the Company
        as
        a director, officer, employee, agent or fiduciary of another corporation,
        

       


      



    
       

      partnership,
        joint venture, trust or other enterprise, or by reason of
        any action or inaction on the part of Indemnitee while serving in such capacity
        (hereinafter an “Indemnifiable
        Event”) against any and all expenses (including
        attorneys’ fees and all other costs, expenses and obligations incurred in
        connection with investigating, defending, being a witness in or participating
        in
        (including on appeal), or preparing to defend, be a witness in or participate
        in, any such action, suit, proceeding, alternative dispute resolution mechanism,
        hearing, inquiry or investigation), judgments, fines, penalties and amounts
        paid
        in settlement (if such settlement is approved in advance by the Company,
        which
        approval shall not be unreasonably withheld) of such Claim and any federal,
        state, local or foreign taxes imposed on Indemnitee as a result of the actual
        or
        deemed receipt of any payments under this Agreement (collectively, hereinafter
        “Expenses”), including
        all interest, assessments and other charges paid or payable in connection
        with
        or in respect of such Expenses. Such payment of Expenses shall be made by
        the
        Company as soon as practicable but in any event no later than twenty days
        after
        written demand by Indemnitee therefor is presented to the Company. For the
        avoidance of doubt, the Indemnitee should be responsible for his actions
        that
        are unrelated to his duties as a director of the Company. 

       

      (b)          Reviewing
        Party. Notwithstanding the foregoing,
        (i) the obligations of the Company under Section 1(a) shall be subject to
        the
        condition that the Reviewing Party (as described in Section 9(e) hereof)
        shall
        not have determined (in a written opinion, in any case in which the Independent
        Legal Counsel referred to in Section 1(c) hereof is involved) that Indemnitee
        would not be permitted to be indemnified under applicable law, and (ii) the
        obligation of the Company to make an advance payment of Expenses to Indemnitee
        pursuant to Section 2(a) (an “Expense
        Advance”) shall be subject to the condition that,
        if, when and to the extent that the Reviewing Party determines that Indemnitee
        would not be permitted to be so indemnified under applicable law, the Company
        shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse
        the Company) for all such amounts theretofore paid; provided, however, that
        if
        Indemnitee has commenced or thereafter commences legal proceedings in a court
        of
        competent jurisdiction to secure a determination that Indemnitee should be
        indemnified under applicable law, any determination made by the Reviewing
        Party
        that Indemnitee would not be permitted to be indemnified under applicable
        law
        shall not be binding and Indemnitee shall not be required to reimburse the
        Company for any Expense Advance until a final judicial determination is made
        with respect thereto (as to which all rights of appeal therefrom have been
        exhausted or lapsed). The Indemnitee’s obligation to reimburse the Company for
        any Expense Advance shall be unsecured and no interest shall be charged thereon.
        If there has not been a Change in Control (as defined in Section 9(c) hereof),
        the Reviewing Party shall be selected by the Board of Directors, and if there
        has been such a Change in Control (other than a Change in Control which has
        been
        approved by a majority of the Company’s Board of Directors who were directors
        immediately prior to such Change in Control), the Reviewing Party shall be
        the
        Independent Legal Counsel referred to in Section 1(c) hereof. If there has
        been
        no determination by the Reviewing Party or if the Reviewing Party determines
        that Indemnitee substantively would not be permitted to be indemnified in
        whole
        or in part under applicable law, Indemnitee shall have the right to commence
        litigation seeking an initial determination by the court or challenging any
        such
        determination by the Reviewing Party or any aspect thereof, including the
        legal
        or factual bases therefor, and the Company hereby consents to service of
        process
        and to appear in any such proceeding. Any determination by the Reviewing
        Party
        otherwise shall be conclusive and binding on the Company and
        Indemnitee.

       

       

       


      



    
       

      (c)          Change
        in Control. The Company agrees that if
        there is a Change in Control of the Company (other than a Change in Control
        which has been approved by a majority of the Company’s Board of Directors who
        were directors immediately prior to such Change in Control) then, with respect
        to all matters thereafter arising concerning the rights of Indemnitee to
        payments of Expenses and Expense Advances under this Agreement or any other
        agreement or under the Company’s Certificate of Incorporation or Memorandum and
        Articles of Association as now or hereafter in effect, Independent Legal
        Counsel
        (as defined in Section 9(d) hereof) shall be selected by Indemnitee and approved
        by the Company (which approval shall not be unreasonably withheld). Such
        counsel, among other things, shall render its written opinion to the Company
        and
        Indemnitee as to whether and to what extent Indemnitee would be permitted
        to be
        indemnified under applicable law and the Company agrees to abide by such
        opinion. The Company agrees to pay the reasonable fees of the Independent
        Legal
        Counsel referred to above and to fully indemnify such counsel against any
        and
        all expenses (including attorneys’ fees), claims, liabilities and damages
        arising out of or relating to this Agreement or its engagement pursuant
        hereto.

       

      (d)          Mandatory
        Payment of Expenses. Notwithstanding
        any other provision of this Agreement other than Section 8 hereof, to the
        extent
        that Indemnitee has been successful on the merits or otherwise, including,
        without limitation, the dismissal of an action without prejudice, in defense
        of
        any action, suit, proceeding, inquiry or investigation referred to in Section
        (1)(a) hereof or in the defense of any claim, issue or matter therein,
        Indemnitee shall be indemnified against all Expenses incurred by Indemnitee
        in
        connection therewith.

       

      
        	
                2.

              	
                Expenses;
                  Indemnification Procedure.

              


      

       

      (a)          Advancement
        of Expenses. The Company shall
        advance all Expenses incurred by Indemnitee. The advances to be made hereunder
        shall be paid by the Company to Indemnitee as soon as practicable but in
        any
        event no later than thirty (30) days after written demand by Indemnitee therefor
        to the Company.

       

      (b)          Notice/Cooperation
        by Indemnitee. Indemnitee
        shall, as a condition precedent to Indemnitee’s right to be indemnified under
        this Agreement, give the Company notice in writing as soon as practicable
        of any
        Claim made against Indemnitee for which indemnification will or could be
        sought
        under this Agreement. Notice to the Company shall be directed to the Chief
        Executive Officer of the Company at the address shown on the signature page
        of
        this Agreement (or such other address as the Company shall designate in writing
        to Indemnitee). In addition, Indemnitee shall give the Company such information
        and cooperation as it may reasonably require and as shall be within Indemnitee’s
        power.

       

      (c)          No
        Presumptions; Burden of Proof. For purposes of
        this Agreement, the termination of any Claim by judgment, order, settlement
        (whether with or without court approval) or conviction, or upon a plea of
        nolo contendere, or its
        equivalent, shall not create a presumption that Indemnitee did not meet any
        particular standard of conduct or have any particular belief or that a court
        has
        determined that indemnification is not permitted by applicable law. In addition,
        neither the failure of the Reviewing Party to have made a determination as
        to
        whether Indemnitee has met any particular standard of conduct or had any
        particular belief, nor an actual determination by the Reviewing Party that
        Indemnitee has not met such standard of conduct or did not have such belief,
        prior to the commencement of legal proceedings by Indemnitee to secure a
        judicial determination that Indemnitee should be 

       

       


      



    
       

      indemnified
        under applicable law, shall be a defense to Indemnitee’s
        claim or create a presumption that Indemnitee has not met any particular
        standard of conduct or did not have any particular belief. In connection
        with
        any determination by the Reviewing Party or otherwise as to whether Indemnitee
        is entitled to be indemnified hereunder, the burden of proof shall be on
        the
        Company to establish that Indemnitee is not so entitled.

       

      (d)          Notice
        to Insurers. If, at the time of the
        receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof,
        the Company has liability insurance in effect which may cover such Claim,
        the
        Company shall give prompt notice of the commencement of such Claim to the
        insurers in accordance with the procedures set forth in the respective policies.
        The Company shall thereafter take all necessary or desirable action to cause
        such insurers to pay, on behalf of Indemnitee, all amounts payable as a result
        of such action, suit, proceeding, inquiry or investigation in accordance
        with
        the terms of such policies.

       

      (e)          Selection
        of Counsel. In the event the Company
        shall be obligated hereunder to pay the Expenses of any Claim, the Company
        shall
        be entitled to assume the defense of such Claim with counsel approved by
        Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
        to Indemnitee of written notice of its election so to do. After delivery
        of such
        notice, approval of such counsel by Indemnitee and the retention of such
        counsel
        by the Company, the Company will not be liable to Indemnitee under this
        Agreement for any fees of counsel subsequently incurred by Indemnitee with
        respect to the same Claim; provided that, (i) Indemnitee shall have the right
        to
        employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii)
        if (A) the employment of counsel by Indemnitee has been previously authorized
        by
        the Company, (B) Indemnitee shall have reasonably concluded that there is
        a
        conflict of interest between the Company and Indemnitee in the conduct of
        any
        such defense, or (C) the Company shall not continue to retain such counsel
        to
        defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be
        at the expense of the Company. The Company shall have the right to conduct
        such
        defense as it sees fit in its sole discretion, including the right to settle
        any
        claim against Indemnitee without the consent of the Indemnitee.

       

      
        	
                3.

              	
                Additional
                  Indemnification Rights; Non-Exclusivity.

              


      

       

      (a)          Scope.
        The Company hereby agrees to indemnify
        Indemnitee to the fullest extent permitted by law, notwithstanding that such
        indemnification is not specifically authorized by the other provisions of
        this
        Agreement, the Company’s Certificate of Incorporation, the Company’s Memorandum
        and Articles of Association or by statute. In the event of any change after
        the
        date of this Agreement in any applicable law, statute or rule which expands
        the
        right of a Cayman Islands corporation to indemnify a member of its Board
        of
        Directors or an officer, employee, agent or fiduciary, it is the intent of
        the
        parties hereto that Indemnitee shall enjoy by this Agreement the greater
        benefits afforded by such change. In the event of any change in any applicable
        law, statute or rule which narrows the right of a Cayman Islands corporation
        to
        indemnify a member of its Board of Directors or an officer, employee, agent
        or
        fiduciary, such change, to the extent not otherwise required by such law,
        statute or rule to be applied to this Agreement, shall have no effect on
        this
        Agreement or the parties’ rights and obligations hereunder except as set forth
        in Section 8(a) hereof.

       

      (b)          Non-exclusivity.
        The indemnification provided by
        this Agreement shall be in addition to any rights to which Indemnitee may
        be
        entitled under the Company’s Certificate 

       

       


      



    
       

      of
        Incorporation, its Memorandum and Articles of Association, any
        agreement, any vote of stockholders or disinterested directors, the laws
        of the
        Hong Kong Special Administrative Region, or otherwise. The indemnification
        provided under this Agreement shall continue as to Indemnitee for any action
        Indemnitee took or did not take while serving in an indemnified capacity
        even
        though Indemnitee may have ceased to serve in such capacity.

       

      4.            No
        Duplication of Payments. The Company shall not
        be liable under this Agreement to make any payment in connection with any
        Claim
        made against Indemnitee to the extent Indemnitee has otherwise actually received
        payment (under any insurance policy, Certificate of Incorporation, Memorandum
        and Articles of Association or otherwise) of the amounts otherwise indemnifiable
        hereunder.

       

      5.            Partial
        Indemnification. If Indemnitee is
        entitled under any provision of this Agreement to indemnification by the
        Company
        for some or a portion of Expenses incurred in connection with any Claim,
        but
        not, however, for all of the total amount thereof, the Company shall
        nevertheless indemnify Indemnitee for the portion of such Expenses to which
        Indemnitee is entitled.

       

      6.            Mutual
        Acknowledgment. Both the Company and
        Indemnitee acknowledge that in certain instances, Federal law or applicable
        public policy may prohibit the Company from indemnifying its directors,
        officers, employees, agents or fiduciaries under this Agreement or otherwise.
        Indemnitee understands and acknowledges that if the Company is subject to
        the
        informational requirements of the Securities Exchange Act of 1934, as amended
        (the “Exchange Act”),
        the Company may be required to undertake with the Securities and
        Exchange Commission to submit the question of indemnification to a court
        in
        certain circumstances for a determination of the Company’s right under public
        policy to indemnify Indemnitee.

       

      7.            Liability
        Insurance. The Company shall, from time
        to time, make the good faith determination whether or not it is practicable
        for
        the Company to obtain and maintain a policy or policies of insurance with
        reputable insurance companies providing the officers and directors of the
        Company with coverage for losses from wrongful acts, or to ensure the Company’s
        performance of its indemnification obligations under this Agreement. Among
        other
        considerations, the Company will weigh the costs of obtaining such insurance
        coverage against the protection afforded by such coverage. In all policies
        of
        directors’ and officers’ liability insurance, Indemnitee shall be named as an
        insured in such a manner as to provide Indemnitee the same rights and benefits
        as are accorded to the most favorably insured of the Company’s directors, if
        Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a
        director of the Company but is an officer; or of the Company’s key employees, if
        Indemnitee is not an officer or director but is a key employee.

       

      8.            Exceptions.
        Any other provision herein to the
        contrary notwithstanding, the Company shall not be obligated pursuant to
        the
        terms of this Agreement:

       

      (a)          Excluded
        Action or Omissions. To indemnify
        Indemnitee for Expenses resulting from acts, omissions or transactions for
        which
        Indemnitee is prohibited from receiving indemnification under this Agreement
        or
        applicable law;

       

       

       


      



    
       

      (b)          Claims
        Initiated by Indemnitee. To indemnify or
        advance expenses to Indemnitee with respect to Claims initiated or brought
        voluntarily by Indemnitee and not by way of defense, except (i) with respect
        to
        actions or proceedings brought to establish or enforce a right to
        indemnification under this Agreement or any other agreement or insurance
        policy
        or under the Company’s Certificate of Incorporation or Memorandum and Articles
        of Association now or hereafter in effect relating to Claims for Indemnifiable
        Events, (ii) in specific cases if the Board of Directors has approved the
        initiation or bringing of such Claim;

       

      (c)          Lack
        of Good Faith. To indemnify Indemnitee for
        any expenses incurred by Indemnitee with respect to any proceeding instituted
        by
        Indemnitee to enforce or interpret this Agreement, if a court of competent
        jurisdiction determines that each of the material assertions made by Indemnitee
        in such proceeding was not made in good faith or was frivolous; or

       

      (d)          Claims
        Under Section 16(b). To indemnify
        Indemnitee for expenses and the payment of profits arising from the purchase
        and
        sale by Indemnitee of securities in violation of Section 16(b) of the Exchange
        Act, or any similar successor statute if the Company is subject to the
        informational requirements of the Exchange Act.

       

      
        	
                9.

              	
                Construction
                  of Certain Phrases.

              


      

       

      (a)          For
        purposes of this Agreement, references to the “Company” shall
        include, in addition to the resulting corporation, any constituent corporation
        (including any constituent of a constituent) absorbed in a consolidation
        or
        merger which, if its separate existence had continued, would have had power
        and
        authority to indemnify its directors, officers, employees, agents or
        fiduciaries, so that if Indemnitee is or was a director, officer, employee,
        agent or fiduciary of such constituent corporation, or is or was serving
        at the
        request of such constituent corporation as a director, officer, employee,
        agent
        or fiduciary of another corporation, partnership, joint venture, employee
        benefit plan, trust or other enterprise, Indemnitee shall stand in the same
        position under the provisions of this Agreement with respect to the resulting
        or
        surviving corporation as Indemnitee would have with respect to such constituent
        corporation if its separate existence had continued.

       

      (b)          For
        purposes of this Agreement, references to “other enterprises” shall
        include employee benefit plans; references to “fines” shall include any excise
        taxes assessed on Indemnitee with respect to an employee benefit plan; and
        references to “serving at the request of the Company” shall include any service
        as a director, officer, employee, agent or fiduciary of the Company which
        imposes duties on, or involves services by, such director, officer, employee,
        agent or fiduciary with respect to an employee benefit plan, its participants
        or
        its beneficiaries; and if Indemnitee acted in good faith and in a manner
        Indemnitee reasonably believed to be in the interest of the participants
        and
        beneficiaries of an employee benefit plan, Indemnitee shall be deemed to
        have
        acted in a manner “not opposed to the best interests of the Company” as referred
        to in this Agreement.

       

      (c)          For
        purposes of this Agreement a “Change in Control” shall be deemed to
        have occurred if, on or after the date of this Agreement, (i) any “person” (as
        such term is used in Sections 13(d) and 14(d) of the Exchange Act), other
        than a
        trustee or other fiduciary holding securities under an employee benefit plan
        of
        the Company acting in such capacity or a corporation owned directly or
        indirectly by the stockholders of the Company in substantially the same
        proportions as their ownership of stock of the Company, becomes the “beneficial


       

       


      



    
       

      owner”
(as
        defined in Rule 13d-3 under the Exchange Act), directly or
        indirectly, of securities of the Company representing more than 50% of the
        total
        voting power represented by the Company’s then outstanding Voting Securities,
        (ii) during any period of two consecutive years, individuals who at the
        beginning of such period constitute the Board of Directors of the Company
        and
        any new director whose election by the Board of Directors or nomination for
        election by the Company’s stockholders was approved by a vote of at least two
        thirds (2/3) of the directors then still in office who either were directors
        at
        the beginning of the period or whose election or nomination for election
        was
        previously so approved, cease for any reason to constitute a majority thereof,
        or (iii) the stockholders of the Company approve a merger or consolidation
        of
        the Company with any other corporation other than a merger or consolidation
        which would result in the Voting Securities of the Company outstanding
        immediately prior thereto continuing to represent (either by remaining
        outstanding or by being converted into Voting Securities of the surviving
        entity) at least 80% of the total voting power represented by the Voting
        Securities of the Company or such surviving entity outstanding immediately
        after
        such merger or consolidation, or the stockholders of the Company approve
        a plan
        of complete liquidation of the Company or an agreement for the sale or
        disposition by the Company of (in one transaction or a series of related
        transactions) all or substantially all of the Company’s assets.

       

      (d)          For
        purposes of this Agreement, “Independent Legal Counsel” shall mean an
        attorney or firm of attorneys, selected in accordance with the provisions
        of
        Section 1(c) hereof, who shall not have otherwise performed services for
        the
        Company or Indemnitee within the last three years (other than with respect
        to
        matters concerning the rights of Indemnitee under this Agreement, or of other
        indemnitees under similar indemnity agreements).

       

      (e)          For
        purposes of this Agreement, a “Reviewing Party” shall mean any
        appropriate person or body consisting of a member or members of the Company’s
        Board of Directors or any other person or body appointed by the Board of
        Directors who is not a party to the particular Claim for which Indemnitee
        are
        seeking indemnification, or Independent Legal Counsel.

       

      (f)           For
        purposes of this Agreement, “Voting Securities” shall mean any
        securities of the Company that vote generally in the election of
        directors.

       

      10.          Counterparts.
        This Agreement may be executed in
        one or more counterparts, each of which shall constitute an
        original.

       

      11.         Binding
        Effect; Successors and Assigns. This
        Agreement shall be binding upon and inure to the benefit of and be enforceable
        by the parties hereto and their respective successors, assigns, including
        any
        direct or indirect successor by purchase, merger, consolidation or otherwise
        to
        all or substantially all of the business and/or assets of the Company, spouses,
        heirs, and personal and legal representatives. The Company shall require
        and
        cause any successor (whether direct or indirect by purchase, merger,
        consolidation or otherwise) to all, substantially all, or a substantial part,
        of
        the business and/or assets of the Company, by written agreement in form and
        substance satisfactory to Indemnitee, expressly to assume and agree to perform
        this Agreement in the same manner and to the same extent that the Company
        would
        be required to perform if no such succession had taken place. This Agreement
        shall continue in effect with respect to Claims relating to Indemnifiable
        Events
        regardless of 

       

       


      



    
       

      whether
        Indemnitee continues to serve as a director, officer, employee,
        agent or fiduciary of the Company or of any other enterprise at the Company’s
        request.

       

      12.          Attorneys’
Fees.
        In the event that any action is
        instituted by Indemnitee under this Agreement or under any liability insurance
        policies maintained by the Company to enforce or interpret any of the terms
        hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred
        by Indemnitee with respect to such action, regardless of whether Indemnitee
        is
        ultimately successful in such action, and shall be entitled to the advancement
        of Expenses with respect to such action, unless, as a part of such action,
        a
        court of competent jurisdiction over such action determines that each of
        the
        material assertions made by Indemnitee as a basis for such action was not
        made
        in good faith or was frivolous. In the event of an action instituted by or
        in
        the name of the Company under this Agreement to enforce or interpret any
        of the
        terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses
        incurred by Indemnitee in defense of such action (including costs and expenses
        incurred with respect to Indemnitee’s counterclaims and cross-claims made in
        such action), and shall be entitled to the advancement of Expenses with respect
        to such action, unless, as a part of such action, a court having jurisdiction
        over such action determines that each of Indemnitee’s material defenses to such
        action was made in bad faith or was frivolous.

       

      13.          Notice.
        All notices and other communications
        required or permitted hereunder shall be in writing, shall be effective when
        given, and shall in any event be deemed to be given (a) five (5) days after
        deposit with the U.S. Postal Service or other applicable postal service,
        if
        delivered by first class mail, postage prepaid, (b) upon delivery, if delivered
        by hand, (c) one business day after the business day of deposit with Federal
        Express or similar overnight courier, freight prepaid, or (d) one day after
        the
        business day of delivery by facsimile transmission, if delivered by facsimile
        transmission, with copy by first class mail, postage prepaid, and shall be
        addressed if to Indemnitee, at the Indemnitee’s address as set forth beneath
        Indemnitee’s signature to this Agreement and if to the Company at the address
        shown on the signature page of this Agreement (attention: Chief Executive
        Officer) or at such other address as such party may designate by ten days’
advance written notice to the other party hereto.

       

      14.          Consent
        to Jurisdiction. The Company and
        Indemnitee each hereby irrevocably consent to the jurisdiction of the courts
        of
        the Hong Kong Special Administrative Region for all purposes in connection
        with
        any action or proceeding which arises out of or relates to this Agreement
        and
        agree that any action instituted under this Agreement shall be commenced,
        prosecuted and continued only in Hong Kong Special Administrative Region
        which
        shall be the exclusive and only proper forum for adjudicating such a
        claim.

       

      15.          Severability. 
The
        provisions of this
        Agreement shall be severable in the event that any of the provisions hereof
        (including any provision within a single section, paragraph or sentence)
        are
        held by a court of competent jurisdiction to be invalid, void or otherwise
        unenforceable, and the remaining provisions shall remain enforceable to the
        fullest extent permitted by law.  Furthermore, to the fullest extent
        possible, the provisions of this Agreement (including, without limitations,
        each
        portion of this Agreement containing any provision held to be invalid, void
        or
        otherwise unenforceable, that is not itself invalid, void or unenforceable)
        shall be construed so as to give effect to the intent manifested by the
        provision held invalid, illegal or unenforceable.

       

       


      



    
       

      16.          Choice
        of Law. This Agreement shall be governed
        by and its provisions construed and enforced in accordance with the laws
        of the
        Hong Kong Special Administrative Region.

       

      17.          Subrogation.
        In the event of payment under this
        Agreement, the Company shall be subrogated to the extent of such payment
        to all
        of the rights of recovery of Indemnitee who shall execute all documents required
        and shall do all acts that may be necessary to secure such rights and to
        enable
        the Company effectively to bring suit to enforce such rights.

       

      18.          Amendment
        and Termination. No amendment,
        modification, termination or cancellation of this Agreement shall be effective
        unless it is in writing signed by both the parties hereto. No waiver of any
        of
        the provisions of this Agreement shall be deemed or shall constitute a waiver
        of
        any other provisions hereof (whether or not similar) nor shall such waiver
        constitute a continuing waiver.

       

      19.          Integration
        and Entire Agreement. This Agreement
        sets forth the entire understanding between the parties hereto and supersedes
        and merges all previous written and oral negotiations, commitments,
        understandings and agreements relating to the subject matter hereof between
        the
        parties hereto.

       

      20.          No
        Construction as Employment Agreement. Nothing
        contained in this Agreement shall be construed as giving Indemnitee any right
        to
        be retained in the employ of the Company or any of its
        subsidiaries.

       

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

      Global
        Market Group Limited

       

      _________________________________________________

      
        	
                By:

              


      

      
        	
                Name:

              


      

      
        	
                Title:

              


      

       

      Address
        of Global Market Group Limited:

       

      AGREED
        TO AND ACCEPTED BY:

       

      _________________________________________________

      (Signature
        of Indemnitee)

       

      (Type
        Name)

      Address: