Execution
        Version

       

    

    OPERATING
      AGREEMENT

    


    This
      Operating Agreement (the "Agreement")
      is
      entered into as of July 3, 2008 by and among the following parties:


    
      	
              1.

            	
              Legend
                Media (Beijing) Information and Technology Co., Ltd. (乐君
                (北京) 信息技术有榰公司),
                a company incorporated in the People's Republic of China ("PRC")
                with the registered office at Room 573, Building 3, No.3 Xijing Road,
                Badachu High-tech Zone, Shijingshan District, Beijing (“Party
                A”);
                

            


    

    
      	
              2.

            	
              Beijing
                Maihesi Advertising International Co., Ltd. (北京慚犕思国榻广告有榰公司),
                a
                company incorporated in the PRC with the registered office at Room
                401,Beijing Lanxi Hotel, No.1 Yuhui South Road, North Fourth Ring,
                Chaoyang District, Beijing (北京市朝槍区北四环罎慧南爑
                1
                号北京兰溪宾智401室)
                (“Party
                B”);
                and

            


    

    
      	
              3.

            	
              Ju
                Baochun (巨宝春),
                a PRC citizen;
                Xue Wei (穥伟),
                a PRC citizen (collectively “Party
                C”).

            


    

    


    Party
      A,
      Party B and Party C shall be collectively referred to as the “Parties”
and
      each as a “Party”.

    


    WHEREAS:

    
      	
              (a)

            	
              Party
                A is a wholly foreign-owned enterprise
                registered;

            


    

    
      	
              (b)

            	
              Party
                B is a limited liability company and is approved by competent governmental
                authorities to carry on advertising
                business;

            


    

    
      	
              (c)

            	
              Ju
                Baochun and Xue Wei hold 90% and 10% equity interest in Party B,
                respectively;

            


    

    
      	
              (d)

            	
              Party
                A has established a business relationship with Party B and Party
                C by
                entering into the Exclusive Technical, Operational, Business Consulting
                and Services Agreement (the “TBS
                Agreement”);

            


    

    
      	
              (e)

            	
              Pursuant
                to the TBS Agreement, Party A agrees to provide all Services reasonably
                required by Party B and Party B agrees to pay certain Service Fee
                (as
                defined in the TBS Agreement) to Party A. However, the relevant payables
                have not been fully paid yet and the daily operations of Party B
                will have
                a material effect on its capacity to pay the payables to Party A;
                and

            


    

    
      	
              (f)

            	
              Party
                A, Party B and Party C have further reached this Agreement for the
                purpose
                of securing the performance of the TBS
                Agreement.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    NOW
      THEREFORE, the Parties have reached the following agreements based on the
      principle of equal and mutual benefit: 

    


    1. PROHIBITED
      TRANSACTIONS.
      

    Party
      B
      shall not, and Party C shall cause Party B not to, conduct any transactions
      which may have a Business Material Adverse Effect (as defined below) on its
      assets, obligations, rights or operations without obtaining the prior written
      consent from Party A, including, without limitation: 

    
      	 	
              a)

            	
              the
                borrowing of money from any third party or the assumption of any
                debt;

            


    

    
      	 	
              b)

            	
              the
                sale to any third party or the acquisition from any third party of
                any
                assets, including, without limitation, any intellectual property
                rights;

            


    

    
      	 	
              c)

            	
              the
                imposition of any security interests for the benefit of any third
                party
                through collateralization of its assets;


            


    

    
      	 	
              d)

            	
              the
                assignment to any third party of the agreements entered into by it;
                and

            


    

    
      	 	
              e)

            	
              the
                sale, transfer and disposition of any license held by Party
                B.

            


    

    


    For
      the
      purpose of this Agreement, Business Material Adverse Effect means any material
      adverse effect on (i) the business, assets, condition (financial or
      otherwise), or results of operations of Party B, or (ii) the ability of
      Party B to perform its obligations under this Agreement in a timely manner
      or to
      consummate the transactions contemplated by this Agreement without material
      delay. In determining whether there has been a Business Material Adverse Effect,
      any event, circumstance, change or effect shall be considered both individually
      and together with all other events, circumstances, changes or effects and any
      event, circumstance, change or effect that reasonably could be expected to
      result in a Business Material Adverse Effect (individually or together with
      one
      or more other events, circumstances, changes or effects) shall be considered
      a
      Business Material Adverse Effect, except those acknowledged and agreed by Party
      A.

    


    2. INFORMATION
      RIGHTS.
      

    To
      facilitate an informed decision of Party A with respect to the consent described
      in this Article as well as for other operating purposes, Party B and Party
      C
      shall provide or make available to Party A such information as is reasonably
      requested by Party A or its designated person, including, without limitation,
      the books and records of Party B. 

    


    3. FINANCIAL
      SUPERVISION.
      

    Party
      B
      and Party C hereby jointly agree to, subsequent to the date hereof, (i) submit
      the annual budget and monthly cash requirement plan of Party B to Party A for
      approval, (ii) any withdrawal of fund from any bank account of Party B shall
      require the joint signatures of Ju Baochun and the person designated by Party
      A;
      and (iii) accept the corporate policies and guidance provided by Party A from
      time to time in respect of the appointment and dismissal of senior management,
      daily operations and management and financial administrative system of Party
      B.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4. PERSONNEL.
      

    
      	 	
              a)

            	
              Party
                B and Party C hereby jointly agree to appoint or cause to be appointed
                such personnel as are recommended by Party A to be the directors,
                general
                manager, chief financial officer, or other senior management of Party
                B.
                

            


    

    
      	 	
              b)

            	
              To
                ensure the performance of such arrangement, Party A and Party B agree
                to
                cause such directors and senior management to enter into employment
                agreements with Party B.

            


    

    
      	 	
              c)

            	
              Party
                C hereby agrees to sign an authorization agreement upon execution
                of this
                Agreement, by which Ju Baochun will authorize such individual nominated
                by
                Party A to exercise, in its sole discretion, all of the voting rights
                as
                the shareholder at Party B's shareholders’ meeting according to applicable
                laws and the articles of association of Party
                B.

            


    

    


    5. INDEMNITY.
      

    
      	 	
              a)

            	
              Both
                Party B and Party C shall jointly and severally indemnify and hold
                harmless Party A from and against any loss, damage, obligation and
                cost
                arising out of this Agreement due to the breach of this Agreement
                by Party
                B and/or Party C.

            


    

    
      	 	
              b)

            	
              Party
                A shall indemnify and hold harmless Party B and Party C from and
                against
                any loss, damage, obligation and cost arising out of this Agreement
                due to
                the breach of this Agreement by Party
                A.

            


    

    
      	 	
              c)

            	
              This
                Article 5 shall survive the termination or expiration of this Agreement
                with respect to any breach occurred prior to such termination or
                expiration.

            


    

    


    6. EFFECTIVE
      DATE AND TERM.

    
      	 	
              a)

            	
              This
                Agreement shall be executed and come into effect as of the date first
                set
                forth above.

            


    

    
      	 	
              b)

            	
              The
                term of this Agreement is ten (10) years, unless otherwise earlier
                terminated pursuant to the terms and conditions of this Agreement.
                Upon
                the expiration, the term of this Agreement shall be renewed automatically
                for another ten (10) years unless any Party provides in writing that
                it
                does not wish to renew this Agreement.


            


    

    
      	 	
              c)

            	
              Party
                A may review this Agreement on an annual basis and, in its sole
                discretion, determine whether any amendment to this Agreement is
                necessary
                or desirable in response to the change of circumstances or business
                conducted by Party B.

            


    

    


    7. TERMINATION.
      

    
      	 	
              7.1

            	
              This
                Agreement shall expire on the date due unless this Agreement is renewed
                as
                set forth above. 

            


    

    
      	 	
              7.2

            	
              Articles
                4 and 6 shall survive after the termination or expiration of this
                Agreement.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    8. SETTLEMENT
      OF DISPUTES. 

    
      	 	
              a)

            	
              Any
                dispute, controversy or claim arising out of or relating to this
                Agreement, or the interpretation, breach, termination or validity
                hereof
                shall be resolved through consultation. Such consultation shall begin
                immediately after one Party hereto has delivered to the other Parties
                hereto a written request for such consultation. If within thirty
                (30) days
                following the date on which such notice is given the dispute cannot
                be
                resolved, the dispute shall be submitted to arbitration upon the
                request
                of either Party with notice to the
                other.

            


    

    
      	 	
              b)

            	
              All
                disputes arising out of or in connection with this Agreement shall
                be
                submitted to the Hong Kong International Arbitration Centre (the
                “HKIAC”)
                for arbitration in Hong Kong, which shall be conducted in accordance
                with
                HKIAC’s arbitration rules in effect at the time of applying for
                arbitration. The language of the arbitration shall be in English.
                The
                arbitration award shall be final and binding upon the Parties and
                shall be
                enforceable in accordance with its terms.


            


    

    
      	 	
              c)

            	
              During
                the period when a dispute is being resolved, the Parties shall in
                all
                other respects continue their performance of this Agreement other
                than the
                matter(s) in dispute.

            


    

    


    9. FORCE
      MAJEURE.
      

    
      	 	
              a)

            	
              Force
                Majeure, which includes acts of governments, acts of nature, fire,
                explosion, typhoon, flood, earthquake, tide, lightning, war, means
                any
                event that is beyond the party's reasonable control and cannot be
                prevented with reasonable care. However, any shortage of credit,
                capital
                or finance shall not be regarded as an event of Force Majeure. The
                affected party who is claiming to be not liable to its failure of
                performing this Agreement by Force Majeure shall inform the other
                party,
                without delay, of the alternative approaches for the performance
                of this
                Agreement. 

            


    

    
      	 	
              b)

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

            


    

    


    10. NOTICES.
      

    All
      notices, demands or other communications given hereunder (a) shall be
      deemed to have been duly given and received (i) upon personal delivery,
      (ii) if by facsimile, when confirmation of its error-free transmission has
      been recorded by the sender's fax machine, or (iii) the second succeeding
      business day after deposit with UPS or other equivalent air courier delivery
      service, unless the notice is held or retained by the customs service, in which
      case the date shall be the fifth succeeding business day after such deposit
      and
      (b) must be in writing and delivered personally, by a recognized courier
      service, by a recognized overnight delivery service, by facsimile or by
      registered or certified mail, postage prepaid, at the following addresses (or
      to
      the attention of such other Person or such other address as any party may
      provide to the other parties by notice in accordance with this
      Article):

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    If
      to
      Party A, to:

    Address:
      Room 601-602, Tower C, Baoding Center, NO.7, DongDaMoChang Street, Chongwen
      District, Beijing

    Facsimile
      No: 010-67082707

    Attn:
      Shao Changjian

     

    If
      to
      Party B or Party C, to 

    Address:
      Room 8-3-101, Guanyuan Plaza, No. 1 Cuihua Street, Xicheng District,
      Beijing.

    Facsimile
      No: 010-66126396

    Attn:
      Ju
      Baochun

    


    11. NO
      ASSIGNMENT.
      

    None
      of
      the Parties may assign any of its rights or obligations under this Agreement
      to
      any party without the prior written consent of the other Parties. 

    


    12. SEVERABILITY.
      

    Any
      provision of this Agreement that is invalid or unenforceable in any jurisdiction
      shall, as to such jurisdiction, be ineffective to the extent of such invalidity
      or unenforceability, without affecting in any way the remaining provisions
      hereof in such jurisdiction or rendering that any other provision of this
      Agreement invalid or unenforceable in any other jurisdiction. 

    


    13. GOVERNING
      LAW.
      

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

    


    14. LANGUAGE.
      

    This
      Agreement is executed in both English and Chinese, with equal validity and
      legal
      effect. Each Party acknowledges that it has reviewed both versions and that
      they
      are substantially the same in all material respects. 

    


    15. NO
      THIRD PARTY BENEFICIARY.
      

    This
      agreement shall only be binding upon the parties hereto and their respective
      permitted successors and transferees, without giving any beneficiary right
      to
      any third party. 

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    16. HEADINGS.
      

    The
      captions, titles and headings included in this Agreement are for convenience
      only, and do not affect this Agreement’s construction or
      interpretation.

    


    [SIGNATURE
      PAGES FOLLOW]

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS THEREOF, the Parties hereto have caused this Agreement to be duly
      executed on their behalf by a duly authorized representative as of the date
      first set forth above.

    


    PARTY
      A

    Legend
      Media (Beijing) Information and Technology Co., Ltd. (乐君
(北京)
      信息技术有榰公司)
      

    (chop)

    Signature: /s/
      William
      Wei
      Lee                                


    Name:
      William Wei Lee

    Title:
      LEGAL REPRESENTATIVE

    


    


    


    PARTY
      B

    BEIJING
      MAIHESI ADVERTISING INTERNATIONAL CO., LTD. 

    (chop)

    Authorized
      Signature: /s/ Ju
      Baochun     
                           
       

    Name:
      JU
      BAOCHUN (巨宝春)

    


    


    PARTY
      C

    


    


    
      Signature: /s/ Ju
        Baochun                                        

Name:
      JU
      BAOCHUN (巨宝春)

    


    


    
      Signature: /s/ Xue
        Wei     
                                        

Name:
      XUE
      WEI (穥伟)

    
      [SIGNATURE
        PAGE OF THE OPERATING AGREEMENT]

       

      
        
          
          

        

        
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