exhibit10-8.htm


    
      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL OR
OTHER EVIDENCE IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.

      


    

    


    K'S
MEDIA

     

    Warrant
No. 2008-1B                                                                                             Number
of Shares: 1,666,667

    Warrant
Issuance Date:  July 17, 2008

     

     

    WARRANT TO PURCHASE COMMON
STOCK

     

    VOID
AFTER 5:00 P.M., EASTERN TIME,

     

    ON THE
EXPIRATION DATE

     

    FOR VALUE
RECEIVED, K’s Media, a Nevada corporation (the “Company”), hereby
agrees to sell upon the terms and on the conditions hereinafter set forth
herein, at any time commencing on the date hereof but no later than 5:00 p.m.,
Eastern Standard Time, on the date that is five (5) years following the earlier
of (a) the date a registration statement including the Warrant Stock (defined
below) is declared effective by the United States Securities and Exchange
Commission; or (b) the date the holder of Warrant Stock may transfer the Warrant
Stock without application of the volume limitations set forth in Rule 144 of the
Securities Act of 1933, as amended (the “Expiration Date”), to
Fu, SongYang (the “Initial Holder”), or
his registered assigns (the Initial Holder or his registered assigns, the “Registered Holder”),
under the terms as hereinafter set forth, One Million Six Hundred Sixty Six
Thousand Six Hundred Sixty Seven (1,666,667) fully paid and
non-assessable shares of the Company’s Common Stock, par value $0.00001 per
share (the “Warrant
Stock”), at a purchase price per share of $9.00 (the “Purchase Price”),
pursuant to the terms and conditions set forth in this warrant (the “Warrant”).  The
number of shares of Warrant Stock to be so issued and the Purchase Price are
subject to adjustment in certain events as hereinafter set forth.  All
dollar amounts stated herein are in United States Dollars.

     

    
      	
              1.  

            	
              Exercise of
      Warrant.

            


    

     

    
      	
              (a)  

            	
              This
      Warrant may be exercised by the Registered Holder, in whole or in part, by
      surrendering this Warrant, with the purchase/exercise form appended hereto
      as Exhibit A
      duly executed by such Registered Holder or by such Registered Holder’s
      duly authorized attorney, at the principal office of the Company, or at
      such other office or agency as the Company may designate to the Registered
      Holder in writing, accompanied by payment in full of the Purchase Price
      payable in respect of the number of shares of Warrant Stock purchased upon
      such exercise.  The Purchase Price may be paid by cash, check,
      wire transfer, or by the surrender of promissory notes or other
      instruments representing indebtedness of the Company to the Registered
      Holder.

            


    

     

    
      	
              (b)  

            	
              Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior to the close of business on the day on which this Warrant shall have
      been surrendered to the Company as provided in Section 1(a)
      above.  At such time, the person or persons in whose name or
      names any certificates for Warrant Stock shall be issuable upon such
      exercise as provided in Section 1(c)
      below shall be deemed to have become the holder or holders of record of
      the Warrant Stock represented by such
  certificates.

            


    

     

    
      	
              (c)  

            	
              As
      soon as practicable after the exercise of this Warrant, in whole or in
      part, and in any event within thirty (30) business days thereafter, the
      Company at its expense will cause to be issued in the name of, and
      delivered to, the Registered Holder, or as such Registered Holder (upon
      payment by such Registered Holder of any applicable transfer and other
      taxes) may direct:

            


    

     

    
      	
              (i)  

            	
              a
      certificate or certificates for the number of shares of Warrant Stock to
      which such Registered Holder shall be entitled,
  and

            


    

     

    
      	
              (ii)  

            	
              in
      case such exercise is in part only, a new warrant or warrants (dated the
      date hereof) of like tenor, calling in the aggregate on the face or faces
      thereof for the number of shares of Warrant Stock equal (without giving
      effect to any adjustment therein) to the number of such shares called for
      on the face of this Warrant minus the number of such shares purchased by
      the Registered Holder upon such exercise as provided in Section 1(a)
      above.

            


    

     

    
      	
              2.  

            	
              Transfers.

            


    

     

    
      	
              (a)  

            	
              Unregistered
      Security.  Each Registered Holder acknowledges that this
      Warrant and the Warrant Stock have not been registered under the
      Securities Act of 1933, as amended (the “Securities
      Act”), and agrees not to sell, pledge, distribute, offer for sale,
      transfer, or otherwise dispose of this Warrant or any Warrant Stock issued
      upon its exercise in the absence of (i) an effective registration
      statement under the Securities Act as to this Warrant or such Warrant
      Stock and registration or qualification of this Warrant or such Warrant
      Stock under any applicable U.S. federal or state securities law then in
      effect; (ii) an opinion of counsel, reasonably satisfactory to the
      Company, that such registration or qualification is not required; or (iii)
      other evidence satisfactory to the Company in its sole discretion that
      such registration or qualification is not required.  Each
      certificate or other instrument for Warrant Stock issued upon the exercise
      of this Warrant shall bear a legend substantially to the foregoing
      effect.  In addition, so long as the foregoing legend may remain
      on any stock certificate delivered to the Registered Holder, the Company
      may maintain appropriate “stop transfer” orders with respect to such
      certificates and the shares represented thereby on its books and records
      and with those to whom it may delegate registrar and transfer
      functions.

            


    

     

    
      	
              (b)  

            	
              Transferability.  Subject
      to the provisions of Section 2(a)
      hereof, this Warrant and all rights hereunder are transferable, in whole
      or in part, upon surrender of the Warrant with a properly executed
      assignment (in the form of Exhibit B
      hereto) at the principal office of the
Company.

            


    

     

    
      	
              (c)  

            	
              Warrant
      Register.  The Company will maintain a register
      containing the names and addresses of the Registered Holders of this
      Warrant.  Until any transfer of this Warrant is made in the
      warrant register, the Company may treat the Registered Holder of this
      Warrant as the absolute owner hereof for all purposes; provided, however, that
      if this Warrant is properly assigned in blank, the Company may (but shall
      not be required to) treat the bearer hereof as the absolute owner hereof
      for all purposes, notwithstanding any notice to the
      contrary.  Any Registered Holder may change such Registered
      Holder’s address as shown on the warrant register by written notice to the
      Company requesting such change.

            


    

     

    
      	
              3.  

            	
              Reservation
      of Shares.  Subject to
      approval of the holders of the Company’s capital stock to authorize an
      increase in the Company’s authorized capital stock, the Company hereby
      agrees that at all times there shall be reserved for issuance upon the
      exercise of this Warrant such number of shares of its Common Stock as
      shall be required for issuance upon exercise of this
      Warrant.  The Company further agrees that all shares which may
      be issued upon the exercise of the rights represented by this Warrant,
      upon payment therefor, will be duly authorized and will, upon issuance and
      against payment of the exercise price, be validly issued, fully paid, and
      non-assessable, free from all taxes, liens, charges and preemptive rights
      with respect to the issuance thereof, other than taxes, if any, in respect
      of any transfer occurring contemporaneously with such issuance and other
      than transfer restrictions imposed by federal and state securities
      laws.

            


    

     

    
      	
              4.  

            	
              Cash
      in Lieu of Fractional Shares.  No fractional shares will
      be issued in connection with any exercise hereunder.  In lieu of
      any fractional shares which would otherwise be issuable, the Company shall
      round the number of shares of Common Stock deliverable upon exercise of
      this Warrant to the nearest whole number of shares; provided that the
      maximum number of shares of Common Stock issuable upon exercise of this
      Warrant, regardless of rounding resulting from exercise of this Warrant on
      two or more occasions, shall not exceed 1,666,667 shares of Common Stock
      (subject to adjustment as set forth
herein).

            


    

     

    
      	
              5.  

            	
              Exchange,
      Transfer or Assignment of Warrant.  This
      Warrant is exchangeable, without expense, at the option of the Registered
      Holder, upon presentation and surrender hereof to the Company or at the
      office of its stock transfer agent, if any, for other Warrants of
      different denominations, entitling the Registered Holder or Registered
      Holders thereof to purchase in the aggregate the same number of shares of
      Common Stock purchasable hereunder.  Upon surrender of this
      Warrant to the Company or at the office of its stock transfer agent, if
      any, with the assignment form annexed hereto as Exhibit B duly executed
      and funds sufficient to pay any transfer or other tax, the Company shall,
      without charge, execute and deliver a new Warrant in the name of the
      assignee named in such instrument of assignment and this Warrant shall
      promptly be canceled.  This Warrant may be divided or combined
      with other Warrants that carry the same rights upon presentation hereof at
      the office of the Company or at the office of its stock transfer agent, if
      any, together with a written notice specifying the names and denominations
      in which new Warrants are to be issued and signed by the Registered Holder
      hereof.

            


    

     

    
      	
              6.  

            	
              Contingent
      Transactions; Capital Adjustments.  This
      Warrant is subject to the following further
  provisions:

            


    

     

    
      	
              (a)  

            	
              Subsequent Issuance of
      Common Stock.  If, during the period beginning on the
      date of issuance of this Warrant and terminating on the date that is six
      (6) months following the date of issuance of this Warrant, the Company
      shall sell, or definitively contract to sell, shares of the Company’s
      Common Stock, or securities exercisable for or convertible into (and
      actually exercised or converted during such period) shares of Common Stock
      (excluding any Excluded Shares (as defined below)) (the ”Additional
      Shares”), to a third party purchaser at a price less than $3.00 per
      share of Common Stock (as adjusted for stock splits, stock dividends,
      recapitalizations, and similar transactions), the Company shall either, at
      its option, (a) repurchase this Warrant at an aggregate purchase price
      equal to $0.05; provided, however, in
      such case the Registered Holder shall have the right, under the terms and
      subject to the conditions set forth in the Subscription Agreement between
      the Initial Holder and the Company, to cause the Company to also
      repurchase all shares of Common Stock and warrants (including this
      Warrant) to purchase Common Stock issued to the Initial Holder on the date
      of issuance of this Warrant at a price and under the terms set forth in
      the Subscription Agreement between the Initial Holder and the Company,
      dated as of the date hereof; or (b) reduce the Purchase Price for the
      Warrant Shares such that the Purchase Price shall be equal to an amount
      (calculated to the nearest cent) determined by multiplying the initial
      Purchase Price by a fraction, (i) the numerator of which shall be the
      number of shares of Common Stock outstanding immediately prior to such
      issuance plus the number of shares of Common Stock which the aggregate
      consideration received by the Company for the total number of Additional
      Shares of Common Stock so issued would purchase at $3.00 per share (as
      adjusted for stock splits, stock dividends, recapitalizations, and similar
      transactions), and (ii) the denominator of which shall be the number of
      shares of Common Stock outstanding immediately prior to such issuance plus
      the number of such Additional Shares of Common Stock so
      issued.  Upon the Company’s election to adjust the Purchase
      Price pursuant to subsection (b) of this Section 6(a),
      the Company shall promptly compute such adjustment in accordance with the
      terms hereof and prepare and furnish to the Registered Holder a
      certificate (the “Adjustment
      Certificate”) setting forth such adjustment and showing in detail
      the method of calculation upon which such adjustment is
      based.  Promptly following receipt of the Adjustment
      Certificate, the Registered Holder shall surrender this Warrant to the
      Company, and promptly upon receipt the Company shall prepare and issue to
      the Registered Holder a replacement Warrant calling in the aggregate on
      the face or faces thereof for the number of shares of Warrant Stock equal
      to the number of such shares of Common Stock called for on the face of
      this Warrant, minus the number of such shares purchased by the Registered
      Holder upon exercise as provided in Section 1(a)
      above, plus the number of new shares of Common Stock set forth in the
      Adjustment Certificate.  As used in this Section 6(a),
      the term “Excluded
      Shares” means shares of Common Stock, or derivatives exercisable
      for or convertible into shares of Common Stock
  issued:

            


    

     

    
      	
              (i)  

            	
              upon
      conversion of shares of the Company’s preferred
  stock;

            


    

     

    
      	
              (ii)  

            	
              to
      employees, consultants, or directors pursuant to stock option, stock
      grant, stock purchase, or similar plans or arrangements approved by the
      board of directors, including without limitation upon the exercise of
      options thereunder;

            


    

     

    
      	
              (iii)  

            	
              to
      equipment lessors, banks, financial institutions, or similar entities in
      transactions approved by the board of directors, the principal purpose of
      which is other than the raising of
equity;

            


    

     

    
      	
              (iv)  

            	
              as
      a dividend or other distribution in connection with which an adjustment to
      the Purchase Price is made pursuant to this Section
      6;

            


    

     

    
      	
              (v)  

            	
              in
      connection with an initial public offering registered pursuant to Section
      5 of the Securities Act;

            


    

     

    
      	
              (vi)  

            	
              in
      a merger or acquisition that is approved by the board of
      directors;

            


    

     

    
      	
              (vii)  

            	
              pursuant
      to any transactions approved by the board of directors primarily for the
      purpose of (A) joint ventures, technology licensing, or research and
      development activities, (B) distribution or manufacture of the
      Company’s products or services, or (C) any other transactions
      involving corporate partners, in each case the principal purpose of which
      is other than the raising of equity;
and

            


    

     

    
      	
              (viii)  

            	
              upon
      exercise of any warrants to purchase shares of Common Stock or preferred
      stock, or upon conversion of notes convertible for shares of Common Stock
      or preferred stock, that are outstanding as of the date
      hereof.

            


    

     

    
      	
              (b)  

            	
              Recapitalization,
      Reclassification, and Succession.  If any
      recapitalization of the Company or reclassification of its Common Stock or
      any merger or consolidation of the Company into or with a corporation or
      other business entity, or the sale or transfer of all or substantially all
      of the Company’s assets or of any successor corporation’s assets to any
      other corporation or business entity (any such corporation or other
      business entity being included within the meaning of the term “successor
      corporation”) shall be effected, at any time while this Warrant remains
      outstanding and unexpired, then, as a condition of such recapitalization,
      reclassification, merger, consolidation, sale, or transfer, lawful and
      adequate provision shall be made whereby the Registered Holder of this
      Warrant thereafter shall have the right to receive upon the exercise
      hereof as provided in Section 1 and
      in lieu of the shares of Common Stock immediately theretofore issuable
      upon the exercise of this Warrant, such shares of capital stock,
      securities, or other property as may be issued or payable with respect to
      or in exchange for a number of outstanding shares of Common Stock equal to
      the number of shares of Common Stock immediately theretofore issuable upon
      the exercise of this Warrant had such recapitalization, reclassification,
      merger, consolidation, sale, or transfer not taken place, and in each such
      case, the terms of this Warrant shall be applicable to the shares of stock
      or other securities or property receivable upon the exercise of this
      Warrant after such consummation.

            


    

     

    
      	
              (c)  

            	
              Stock Splits and
      Dividends.  If outstanding shares of the Company’s Common
      Stock shall be subdivided into a greater number of shares or a dividend in
      Common Stock shall be paid in respect of Common Stock, then the Purchase
      Price in effect immediately prior to such subdivision or at the record
      date of such dividend shall simultaneously with the effectiveness of such
      subdivision or immediately after the record date of such dividend be
      proportionately reduced.  If outstanding shares of Common Stock
      shall be combined into a smaller number of shares, then the Purchase Price
      in effect immediately prior to such combination shall, simultaneously with
      the effectiveness of such combination, be proportionately
      increased.

            


    

     

    
      	
              (d)  

            	
              Purchase Price
      Adjustment.  Whenever the number of shares of Warrant
      Stock purchasable upon exercise of this Warrant is adjusted, as herein
      provided, the Purchase Price payable upon the exercise of this Warrant
      shall be adjusted to that price determined by multiplying the Purchase
      Price immediately prior to such adjustment by a fraction (i) the numerator
      of which shall be the number of shares of Warrant Stock purchasable upon
      exercise of this Warrant immediately prior to such adjustment, and (ii)
      the denominator of which shall be the number of shares of Warrant Stock
      purchasable upon exercise of this Warrant immediately
      thereafter.

            


    

     

    
      	
              (e)  

            	
              Certain Shares
      Excluded.  The number of shares of Common Stock
      outstanding at any given time for purposes of the adjustments set forth in
      this Section
      6 shall exclude any shares then directly or indirectly held in the
      treasury of the Company.

            


    

     

    
      	
              (f)  

            	
              Deferral and
      Cumulation of De Minimis Adjustments.  The Company shall
      not be required to make any adjustment pursuant to this Section 6 if
      the amount of such adjustment would be less than one percent (1%) of the
      Purchase Price in effect immediately before the event that would otherwise
      have given rise to such adjustment.  In such case, however, any
      adjustment that would otherwise have been required to be made shall be
      made at the time of and together with the next subsequent adjustment
      which, together with any adjustment or adjustments so carried forward,
      shall amount to not less than one percent (1%) of the Purchase Price in
      effect immediately before the event giving rise to such next subsequent
      adjustment.  All calculations under this Section 6 shall
      be made to the nearest cent or to the nearest one-hundredth of a share, as
      the case may be, but in no event shall the Company be obligated to issue
      fractional shares of Common Stock or fractional portions of any securities
      upon the exercise of the Warrants.

            


    

     

    
      	
              (g)  

            	
              Duration of
      Adjustment.  Following each computation or readjustment
      as provided in this Section 6, the
      new adjusted Purchase Price and number of shares of Warrant Stock
      purchasable upon exercise of this Warrant shall remain in effect until a
      further computation or readjustment thereof is
  required.

            


    

     

    
      	
              7.  

            	
              Redemption
      Right.  This
      Warrant may be redeemed at the option of the Company on a date fixed by
      the Company for redemption (the “Redemption
      Date”), which Redemption Date shall not be less than twenty (20)
      days after the mailing of the notice of redemption referred to below, at
      an aggregate redemption price of $0.05, provided the closing bid price of
      the Common Stock on the primary exchange on which the Common Stock shall
      then be trading shall exceed $12.00 (subject to adjustment for stock
      splits, stock dividends, recapitalizations, and similar transactions) for
      a period of twenty (20) consecutive trading days ending no more than
      twenty (20) days prior to the date of the notice of
      redemption.  Notwithstanding the foregoing, the Company’s right
      to redeem this Warrant shall be ineffective if at any time during the
      period between the time the Company provides notice of redemption and
      prior to the Redemption Date, a registration statement registering the
      Warrant Shares pursuant to the Securities Act ceases to remain effective
      or is not then available for use by the Registered
  Holders.

            


    

     

    If the
conditions set forth in this Section 7 are met,
and the Company elects to exercise its right to redeem this Warrant, it shall
mail a notice of redemption to the Registered Holder of this Warrant, via
facsimile, nationally recognized courier, or first class mail, postage prepaid,
not later than the twentieth (20th) day before the Redemption Date, at such last
address as shall appear on the records maintained by the Company.

     

    The
notice of redemption shall specify (i) the redemption price, (ii) the Redemption
Date, and (iii) that the right to exercise this Warrant shall terminate at 5:00
P.M. (Eastern Standard Time) on the business day immediately preceding the
Redemption Date.  No failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity of the proceedings
for such redemption except as to a Registered Holder (A) to whom notice was not
mailed or (B) whose notice was defective.  An affidavit of the
Secretary of the Company that notice of redemption has been mailed shall, in the
absence of fraud, be prima facie evidence of the facts stated
therein.

     

    Any right
to exercise this Warrant shall terminate at 5:00 P.M. (Eastern Standard Time) on
the business day immediately preceding the Redemption Date.  On and
after the Redemption Date, the Registered Holder of this Warrant shall have no
further rights except to receive, upon surrender of this Warrant, the redemption
price.

     

    
      	
              8.  

            	
              Notice to
      Holders.  In
      case:

            


    

     

    
      	
              (a)  

            	
              the
      Company shall take a record of the holders of its Common Stock (or other
      stock or securities at the time receivable upon the exercise of this
      Warrant) for the purpose of entitling them to receive any dividend (other
      than a cash dividend payable out of earned surplus of the Company) or
      other distribution, or any right to subscribe for or purchase any shares
      of stock of any class or any other securities, or to receive any other
      right;

            


    

     

    
      	
              (b)  

            	
              of
      any capital reorganization of the Company, any reclassification of the
      capital stock of the Company, any consolidation with or merger of the
      Company into another corporation, or any conveyance of all or
      substantially all of the assets of the Company to another corporation;
      or

            


    

     

    
      	
              (c)  

            	
              of
      any voluntary dissolution, liquidation, or winding-up of the
      Company;

            


    

     

    then, and
in each such case, the Company will mail or cause to be mailed to the Registered
Holder hereof at the time outstanding a notice specifying, as the case may be,
(i) the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
or winding-up is to take place, and the time, if any, is to be fixed, as of
which the holders of record of Common Stock (or such stock or securities at
the time receivable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, or
winding-up.  Such notice shall be mailed at least twenty (20) calendar
days prior to the record date therein specified, or if no record date shall have
been specified therein, at least twenty (20) days prior to such specified
date.

     

    
      	
              9.  

            	
              Legend.  The Company
      may affix the following legend (in addition to any other legend(s), if
      any, required by applicable state corporate and/or securities laws) to
      certificates for shares issued upon exercise of this
    Warrant:

            


    

     

    "THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, TRANSFERRED, OR OTHERWISE DISTRIBUTED DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS
JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" AS THAT
TERM IS DEFINED IN RULE 902 OR REGULATION S OF THE ACT, AT ANY TIME PRIOR TO ONE
(1) YEAR AFTER THE ISSUANCE OF THIS CERTIFICATE, EXCEPT (i) IN CONJUNCTION WITH
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, OR (ii) IN
COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. ANY SALES,
TRANSFERS OR DISTRIBUTIONS OF THE SECURITIES MUST BE MADE IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S OF THE ACT."

     

    
      	
              10.  

            	
              Loss,
      Theft, Destruction or Mutilation.  Upon
      receipt by the Company of evidence satisfactory to it, in the exercise of
      its reasonable discretion, of the ownership and the loss, theft,
      destruction or mutilation of this Warrant and, in the case of loss, theft,
      or destruction, of indemnity reasonably satisfactory to the Company and,
      in the case of mutilation, upon surrender and cancellation thereof, the
      Company will execute and deliver in lieu thereof, without expense to the
      Registered Holder, a new Warrant of like tenor dated the date
      hereof.

            


    

     

    
      	
              11.  

            	
              Warrant
      Holder Not a Stockholder.  Until the
      exercise of this Warrant, the Registered Holder of this Warrant shall not
      have or exercise any rights by virtue hereof as a stockholder of the
      Company.

            


    

     

    
      	
              12.  

            	
              Notices.  Any notice
      required or contemplated by this Warrant shall be in writing and shall be
      deemed to have been duly given if delivered to the addressee in person,
      deposited with a reputable overnight courier or transmitted by registered
      or certified mail, return receipt requested, to the Company at Suite 500 –
      666 Burrard Street, Vancouver, British Columbia, Canada V6C 3P6,
      Attention:  Chief Financial Officer, or to the Registered Holder
      at the name and address set forth in the Warrant Register maintained by
      the Company, or to such other addresses as any of them, by notice to the
      others, may designate from time to
time.

            


    

     

    
      	
              13.  

            	
              Choice
      of Law.  This
      Warrant is issued under and shall for all purposes be governed by and
      construed in accordance with the laws of the state of Nevada, without
      giving effect to its conflicts of law
  principles.

            


    

     


    IN
WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its
behalf, in its corporate name and by a duly authorized officer, as of this 18th
day of July, 2008.

     

     

    
      
        	 	K's Media	 
	 	 	 	 
	
                 

              	
                By:
      

              	Xin
      Wei	 
	 	 	Name:
      Xin Wei	 
	 	 	Title:
      Director and CFO	 
	 	 	 	 


      

    


     

     

     

    EXHIBIT
A

     

    ELECTION
TO PURCHASE

     

    


     

    K's
Media

    10/F
Building A, G.T. International Tower,

    ChaoYang
District, Beijing, China

    Attention:  Xin
Wei (Chief Financial Officer)

    


    The
undersigned hereby (1) irrevocably elects to exercise his or its rights to
purchase ___________ shares of
Common Stock covered by Warrant Number 2008-___, (2) makes payment in full of
the Purchase Price by enclosure of cash, a certified check, or bank draft in the
amount of $____________.__, (3) requests that certificates for such shares of
Common Stock be issued in the name of:

     

    Please
print name, address and Social Security or Tax Identification
Number:

     

    ________________________________________________

     

    ________________________________________________

     

    ________________________________________________

     

    ________________________________________________

     

    and (4)
if said number of shares of Common Stock shall not be all the shares evidenced
by the within Warrants, requests that a new warrant certificate for the balance
of the shares covered by the within Warrants be registered in the name of, and
delivered to:

     

    Please
print name and address:

     

    ________________________________________________

     

    ________________________________________________

     

    ________________________________________________

     

    In lieu
of receipt of a fractional share of Common Stock, the undersigned acknowledges
that the recipient of the Common Stock will receive a number of shares of Common
Stock rounded to the nearest whole number of shares.

     

    The
undersigned hereby represents and acknowledges to the Company that:

     

    
      	
              (a)  

            	
              The
      shares of Common Stock will be “restricted securities” as such term is
      used in the rules and regulations under the Securities Act of 1933, as
      amended (the “Securities Act”) and that such securities have not been and
      will not be registered under the Securities Act or any state securities
      law, and that such securities must be held indefinitely unless
      registration is effected or transfer can be made pursuant to appropriate
      exemptions from registration;

            


    

     

    
      	
              (b)  

            	
              The
      undersigned has no intention of selling or otherwise transferring the
      shares of Common Stock to be received upon exercise of the Warrant in a
      public distribution in violation of the federal securities laws or any
      applicable state securities laws;

            


    

     

    
      	
              (c)  

            	
              The
      undersigned is aware of the Company’s business affairs and financial
      condition, and has acquired sufficient information about the Company to
      reach an informed and knowledgeable decision to acquire the Common
      Stock;

            


    

     

    
      	
              (d)  

            	
              The
      undersigned is receiving the Common Stock for his, her, or its own account
      for investment purposes only and not with a view to, or for the resale in
      connection with, any “distribution” thereof for purposes of the Securities
      Act;

            


    

     

    
      	
              (e)  

            	
              The
      undersigned is not relying on the Company, or any finder or selling agent,
      with respect to economic considerations involved in this investment, and
      the undersigned is capable of evaluating the merits and risks of an
      investment in the Common Stock;

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      undersigned understands and acknowledges that the undersigned’s purchase
      of the Common Stock is a speculative investment that involves a high
      degree of risk and the potential loss of the undersigned’s entire
      investment in the Common Stock, and the undersigned is able to bear the
      loss of the undersigned’s entire investment in the Common Stock;
      and

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      undersigned understands and acknowledges that the Common Stock must be
      held indefinitely unless the transfer is subsequently registered under the
      Securities Act or unless an exemption from registration is otherwise
      available, and that the Company is under no obligation to register any
      transfer of the Common Stock.

            


    

     

    


     

    Dated:  _____________________                                                                     

    WARRANT HOLDER

    


    By:           

    Name:                                                                           

    Title:                                                                           



    EXHIBIT
B

     

    ASSIGNMENT
FORM

     

    FOR VALUE
RECEIVED,                                                                                                                

     

    hereby
sells, assigns, and transfers unto

     

    
      	
              Name:

            	 


    

     

    
      	
               
      

            	
              (Please
      typewrite or print in block
letters)

            


    

     

    Social
Security or Taxpayer Identification Number
:                                                                                                                                         

     

    all of
the rights of the undersigned under the attached Warrant with respect to the
number of shares of Common Stock covered thereby set forth below, and does
hereby irrevocably constitute and appoint ____________________________,
Attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.

     

    


    Number of
Shares: __________________

     

    DATED:
__________________

     

    


    


    Signature

    


    


    


    Signature,
if jointly held

    


    


    Witness: