Execution
      Version 

     

    AUTHORIZATION
      AGREEMENT

    


    This
      Authorization Agreement (the “Agreement”)
      is
      entered into as of July 3, 2008, by and between:

    


    Party
      A:
      Xue Wei (穥伟),
      PRC
      citizen;

    


    Party
      B:
      Jeffery Dash, a United States of America citizen.

    


    Party
      A
      and Party B are referred herein collectively as “Parties”,
      and
      each as a “Party”.

    


    Whereas:

    


    1. Party
      A
      owns 10% equity interests in Beijing Maihesi Advertising International Co.,
      Ltd.
      (北京慚犕思国榻广告有榰公司)
      (“Maihesi”);

    


    2. Party
      A
      intends to authorize Party B to exercise her 10% equity interests right in
      Maihesi;

    


    3. Party
      B
      agrees and acknowledges such authorization.

    


    NOW
      THEREFORE, the Parties hereto agree as follows:

     

    


    1. Party
      A
      hereby irrevocably authorize Party B to exercise the following powers and rights
      during the term of this Authorization Agreement: To exercise at the
      shareholders' meetings of Maihesi the full voting rights of Party A being the
      shareholder of Maihesi, including but not limited to, the voting rights
      regarding the sale or transfer of any or all of the shares of Maihesi held
      by
      Party A, acting as Party A’s authorized representative at the shareholders’
meeting of Maihesi to designate and appoint the directors of Maihesi and
      executing and/or stamping, for and on behalf of the undersigned, such
      resolutions adopted at any shareholders’ meeting of Maihesi and any other
      documents pertinent to the exercise of any of the rights of the undersigned
      in
      its capacity as a shareholder of Maihesi that requires its
      execution.

    


    2. Party
      B,
      as the authorized person, covenants and agrees to comply with relevant PRC
      laws
      and regulations in the course of exercising the rights granted to him by Party
      A
      pursuant to Section 1 above.

    


    3. The
      term
      of this Agreement is ten (10) years commencing from the execution date of this
      Agreement unless the earlier termination of the Exclusive Technical,
      Operational, Business Consulting and Services Agreement executed by Legend
      Media
      (Beijing) Information and Technology Co., Ltd. (乐君
(北京)
      信息技术有榰公司)
      ,
      Maihesi, Ju Baochun (巨宝春)
      and
      Party A for any reason. 

    


    
      
        
        

      

      
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    4. This
      Agreement shall be governed by and construed in accordance with relevant laws
      and regulations of PRC.

    


    5. 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 Party 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.

    


    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 then in effect. The arbitral tribunal shall comprise three
      arbitrators, two appointed by the Purchaser and the Sellers respectively and
      the
      third appointed jointly by the two arbitrators. The language of the arbitration
      shall be in English.

    


    6. This
      Agreement is executed in both English and Chinese, with equal validity and
      legal
      effect. In the event of any discrepancy between the English and Chinese
      versions, the English version shall prevail.

    


    7. This
      Agreement shall take effect on the date and year first above written with the
      Parties’ signature.

    


    [SIGNATURE
      PAGES FOLLOW]

    
      
        
        

      

      
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    IN
      WITNESS THEREOF, the Parties hereto have caused this Agreement to be duly
      executed as of the date first set forth above.

    


    


    Xu
      Wei (穥伟)

    


    Signature:
      /s/
      Xu
      Wei                                                  

    


    


    Jeffery
      Dash

    


    
      Signature:
        /s/
        Jeffery
        Dash                                         


    

     

     

     

     

     

     

     

    [SIGNATURE
      PAGE OF AUTHORIZATION AGREEMENT]

     

    
      
        
        

      

      
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