Unassociated Document


     

    Exhibit
10.1

    
      
        

      

    

     

    SERVICE
AGREEMENT

    


    THIS
AGREEMENT (the “Agreement”) is made on the
[·] of
2008

    


    BETWEEN

    


    Advertising
Networks Limited (“Advertising
Networks”), a company incorporated in Hong Kong, having its registered
office at [·], Hong
Kong.

    


    AND

    


    Li
Shuangqing, a holder of ID No.370102195409290619 (“Consultant”), having his
address is Unit 3-302, No.1 Building, No. 6 Qipan Street (east), Lixia District,
Jinan City, Shandong province, PRC.

    


    
      
        	
                WHEREAS

              


      

    

    


    
      	
              (a)

            	
              Advertising
      Networks is a company engaged in investment and project
      management; advertising management and
      technical services.

            


    

    


    
      	
              (b)

            	
              The
      Consultant has experience and knowledge of offering investment management,
      financial, marketing, advertising management and technical consulting
      services.

            


    

    


    
      	
              (c)

            	
              Advertising
      Networks intends to engage the services of the Consultant to provide
      consulting services in accordance with the terms and conditions of this
      Agreement.

            


    

    


     (Advertising
Networks and the Consultant are individually referred to as a “Party” and collectively the
“Parties”).

    


    


    NOW THEREFORE, the Parties
hereby agree as follows:

    


    
      	
              1.

            	
              SCOPE
      OF SERVICES

            


    

    
      


      
        	
                1.1

              	
                Consultant
      shall provide Advertising Networks and its affiliates (“Company”) with the
      consulting services (“Services”) listed in the
      Appendix I of this Agreement.

              


      

      
        


        
          	
                  2.

                	
                  TERM

                


        

        
          


          
            	
                    2.1

                  	
                    This
      Agreement shall be effective for an initial period of [2] years/months and
      shall be extended upon the mutual written consent of both
      Parties.

                  


          

          
            


            
              	
                      3.

                    	
                      CONSIDERATION

                    


            

            
               

              
                Service
Agreement

              

              
                
                  
                  

                

                
                  - 1
-

                  
                    

                  

                

                
                  
                  

                

              

              
                
                  

                

                 

              

            

          

        

      

    

    
      	
              3.1

            	
              In
      consideration of the Consultant’s agreement to render the Services,
      Advertising Networks shall pay the Consultant a quarterly service fee
      equivalent to [US$15,000] during the term of this Agreement (“Service Fees”), which
      may be subject
      to the adjustments and the right of suspension as provided hereunder. The
      Service Fees for each quarter shall be payable within [15] days of the
      following quarter to the
Consultant.

            


    

    


    
      	
              3.2

            	
              All
      payments to be made by Advertising Networks to the Consultant in
      accordance with this Agreement shall be made free and clear of and without
      deduction for or on account of tax imposed by any jurisdiction. The
      Consultant shall be solely responsible for any taxes, fees or charges
      levied by any government authorities of any country arising from or in
      connection with the Services under this
  Agreement.

            


    

    


    
      	
              3.3

            	
              Except
      for the Service Fees under clause 3.1, and the expenses set out in clause
      4, the Consultant shall not be entitled to any additional payment or any
      reimbursement of expenses (inclusive of any applicable tax and fees)
      arising out of or in connection with the
  Services.

            


    

    


    
      	
              4.

            	
              EXPENSES

            


    

    


    
      	
              4.1

            	
              Transportation
      and other expenses incurred by the Consultant in the course of the
      provision of the Services are reimbursable by Advertising Networks,
      provided always that such travel and accommodation arrangements and
      expenses are pre-approved by Advertising
  Networks.

            


    

    


    
      	
              4.2

            	
              The
      Consultant shall provide receipts for all expenses to Advertising Networks
      within 3 days after the receipt of the reimbursed expenses from
      Advertising Networks.

            


    

     

    
      	
              5.

            	
              CONSULTANT’S
      REPRESENTATIONS, WARRANTIES AND
COVENANTS

            


    

    


    The
Consultant represents, warrants and covenants to Advertising
Networks   that:

    


    
      	
              5.1

            	
              The
      Services and all activities relating to the provision of Services will be
      performed by the Consultant;

            


    

    


    
      	
              5.2

            	
              The
      Services will be performed in a professional and competent
      manner;  

            


    

     

    
      Service
Agreement

    

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

      
        

      

    

     

    
      	
              5.3

            	
              None
      of the Services nor any part of this Agreement is or will conflict with
      any obligation the Consultant may have to others at present or in the
      future;

            


    

    


    
      	
              5.4

            	
              There
      is no claim, lawsuit or any other legal or administrative action pending
      or threatened against the Consultant which may materially and adversely
      affect the Consultant’s capability to provide the
  Services;

            


    

    


    
      	
              5.5

            	
              The
      Consultant shall not create any liability or commitment on behalf of
      Advertising Networks without Advertising Networks’ prior written
      consent.

            


    

    
       

      
        	
                6.

              	 INDEPENDENT
CONTRACTOR


      

      
      

    

    
      	
              6.1

            	
              Nothing
      herein contained shall be construed or have effect as constituting the
      relationship of partners or of employer and employee between the
      Parties.

            


    

    


    
      	
              6.2

            	
              The
      Consultant acknowledges and confirms that:
-

            


    

    


    
      	
               
      

            	
              a)

            	
              he
      is an independent contractor (not an employee, partner or other agent of
      Advertising Networks or any Company) solely responsible for the manner in
      which Services are performed;

            


    

    


    
      	
               
      

            	
              b)

            	
              he
      is solely responsible for all taxes, withholdings, and other statutory,
      regulatory or contractual obligations of any sort;
  and

            


    

    


    
      	
               
      

            	
              c)

            	
              he  is
      not entitled to participate in any employee benefit plan, fringe benefit
      program, group insurance arrangement or similar programs of Advertising
      Networks or any Company and/ or any entitlements or benefits under the
      Employment Ordinance (Cap. 57) (including any subsidiary legislation) or
      any enactment amending or replacing that
  Ordinance.

            


    

    


    


    
      	
              6.2

            	
              Subject
      to this clause 6, Advertising Networks hereby provides its consent for the
      Consultant to represent that it is a consultant for Advertising Networks,
      provided always that the Consultant shall not represent that it is an
      employee or other agent of Advertising Networks or any
      Company.

            


    

    
      
         

        
          	
                  7.

                	 CONFIDENTIALITY


        

        
           

        

      

    

    
      	
              7.1

            	
              This Agreement shall be
      conditional upon the entry into a confidential agreement between the Parties, in the form and substance
      set out in Appendix II (“Confidential
      Agreement”). The Confidential
      Agreement shall
      constitute an integral part of this Agreement which shall survive the
      termination of this Agreement and shall continue to apply for an
      indefinite period of time.

            


    

     

    
      Service
Agreement

    

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

      
        

      

    

    
      
         

        
          	
                  8.

                	 TERMINATION


        

         

      

    

    
      	
              8.1

            	
              This
      Agreement shall be terminated
automatically:

            


    

    


    
      	
               
      

            	
              (a)

            	
              upon
      the agreement of the Parties;

            


    

    


    
      	
               
      

            	
              (b)

            	
              by
      Advertising Networks if it provides the Consultant with a 15-day prior
      written notice of its decision to terminate this
  Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              immediately
      upon notice in writing from one Party to the other Party, if the other
      Party is found to have breached a material term of the Agreement and has
      failed to rectify such breach within 15 days of receiving a written notice
      from such Party requiring it to do so;
or

            


    

    


    
      	
               
      

            	
              (d)

            	
              immediately
      upon notice in writing from one Party to the other Party, if the other
      Party becomes insolvent or subject to any liquidation, bankruptcy,
      receivership or reorganization
process.

            


    

    


    
      	
              8.2

            	
              Any
      termination of this Agreement for any reason shall not affect any
      obligation or liability of the Parties accrued prior to the
      termination.

            


    

    
      
         

        
          	
                  9.

                	 MISCELLANEOUS


        

        
           

        

      

    

    
      	
              9.1

            	
              This
      Agreement constitutes the entire agreement and understanding between the
      Parties relative to the subject matter hereof. No amendment or supplement
      to this Agreement shall be made unless mutually agreed by the
      Parties.  An amendment or supplement to this Agreement shall
      only become effective if it is made in writing and signed by all
      Parties.

            


    

    


    
      	
              9.2

            	
              All
      notices and communications between the Parties shall be made in writing in
      the English or Chinese language and sent by fax, hand delivery (including
      courier service) or by a registered airmail letter to the appropriate
      correspondence address set forth below, unless notified otherwise in
      writing:

            


    

     

    
      Service
Agreement

    

    
      
        
        

      

      
        - 4
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              Advertising
      Networks:

            


    

    


    
      
        	
                 
      

              	
                Address:

              	
                Suite
      A-2206, Chao Wai
      SOHO,                                                No.6
      B, Chaowai Street, Chaoyang District,
      Beijing

              


      

       

    

    
      
        	
                 
      

              	
                Telephone:

              	
                (86)-010-59002666

              


      

      
        	
                 
      

              	
                Fax:

              	
                (86)-010-59002666

              


      

      
        	
                 
      

              	
                Attention:

              	
                [·]

              


      

    

     

    
      
      

      
        	
                 
      

              	
                      
                  Consultant:

                

              	
                [·]

              


      

       

    

    
      	
               
      

            	
              Address:

            	
              [·]

            


    

    
      	
               
      

            	
              Tel:

            	
              [·]

            


    

    
      	
               
      

            	
              Fax:

            	
              [·]

            


    

    
      	
               
      

            	
              Attn:

            	
              [·]

            


    

    


    
      	
              9.3

            	
              The
      time of receipt of a notice or communication as referred to under this
      Agreement shall be deemed to be:

            


    

    


    
      	
               
      

            	
              (a)

            	
              that
      which is set forth in the transmission journal, in the case of a fax
      transmission, unless such fax is sent after 5:00 pm on a business day in
      the place of receipt, in which event, the date of receipt shall be deemed
      to be the following business day in the place of
  receipt;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      time of signing of an acknowledgement receipt by the receiving Party in
      the case of delivery in person (including courier service);
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              3
      business days from that shown on the official postal receipt in the case
      of a registered airmail letter.

            


    

    


    
      	
              9.4

            	
              The
      execution, validity, interpretation and implementation of this Agreement
      and the settlement of any disputes hereunder, shall be governed by Hong
      Kong laws.

            


    

    


    
      
        	
                9.5

              	
                (a)

              	
                All
      disputes relating to or arising in connection with this Agreement shall be
      submitted to the Hong Kong International Arbitration Centre (“HKIAC”) in
      Hong Kong for arbitration and shall be conducted in accordance with the
      HKIAC rules. The award shall be final and binding on the parties hereto
      and enforceable in any court of competent
  jurisdiction.

              


      

    

    


    
      	
               
      

            	
              (b)

            	
              The
      Parties undertake and agree that all arbitral proceedings conducted with
      reference to this clause shall be kept strictly confidential and all
      information disclosed in the course of such arbitral proceeding shall be
      used solely for the purpose of those
  proceedings.

            


    

    
       

      Service
Agreement           

    

    
      
        
        

      

      
        - 5
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              (c)  

            	
              Notwithstanding
      the foregoing, nothing in this Agreement shall be deemed to limit the
      Parties' rights to enforce an arbitration award in any court of
      law.

            


    

    


    
      	
              9.6

            	
              If
      any provision of this Agreement is determined to be invalid or
      unenforceable in whole or in part, such invalidity or unenforceability
      will attach only to such provision or part thereof and the remaining part
      of such provision and all other provisions hereof will remain in full
      force and effect.

            


    

    


    
      	
              9.7

            	
              This
      Agreement and the Services proposed herein are exclusive to the Consultant
      and the Consultant shall not have the right or ability to assign, transfer
      or subcontract any rights or obligations under this Agreement without the
      prior written consent of Advertising Networks.  Any attempt to
      do so shall be void.

            


    

    


    
      	
              9.8

            	
              This
      Agreement is prepared in two (2) sets of originals with each set
      comprising an English version.  Each Party will hold one (1) set
      of originals.

            


    

    


    [The
space below is intentionally left blank.]

    
      Service
Agreement

    

    
      
        
        

      

      
        - 6
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    IN WITNESS WHEREOF, the
Parties have caused this Agreement to be executed by their duly authorised
signatories on the date first indicated above.

    


    


    
      
        	
                For
      and on behalf of

              


      

    

    


    Advertising
Networks Limited

     

    
      
        
          
            	
                    Name

                  	
                    :     Li
      Shuangqing

                  	
                  	 
	
                    Title

                  	:     	
                     

                  	 


          

        

      

    

    
      
        
          
            
              
                	 	 	 	 
	
                      	 	
                      	 
	
                        Signature

                      	:    	
                         

                      	 
	
                        Date

                      	:     	
                         

                      	 


              

            

          

        

      

    

    
       

       

       

      
        
          
            
              
                	
                              
                          Kerry
      Proper

                        

                      	    	
                      	 


              

            

          

        

      

      
        
          
            
              
                
                  	 	 	 	 
	
                        	 	
                        	 
	
                          Signature

                        	:    	
                           

                        	 
	
                          Date

                        	:     	
                           

                        	 


                

              

            

          

        

      

    

    
       

      Service
Agreement

    

    
      
        
        

      

      
        - 7
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    Appendix
I

    Service
Scope

     

    
      	
              1.

            	
              Providing
      strategic co-operation proposals and recommending relevant partners to
      Advertising Networks or any of the Company, and assisting Advertising
      Networks or any of the Company to establish and develop cooperative
      relationships with such partners with respect to advertising
      businesses;

            


    

    


    
      	
              2.

            	
              Providing
      Advertising Networks or any of the Company with market development
      strategies, including but not limited to the design and improvement of
      Advertising Networks or any of the Company’s services and business model
      as well as strategic on its market position and
      brand-building;

            


    

    


    
      	
              3.

            	
              Training
      management personnel and providing management consultation services,
      including but not limited to regular business training for Advertising
      Networks or any of the Company 's management personnel and formulating
      realistic and effective solutions to existing problems in Advertising
      Networks or any of the Company 's business
  operations;

            


    

    


    
      	
              4.

            	
              Liaising
      with local government authorities in order to maintain a good relationship
      with them and to facilitate the expansion of Advertising Networks or any
      of the Company’s channels;

            


    

    


    
      	
              5.

            	
              Researching
      relevant industries and business areas;
and

            


    

    


    
      	
              6.

            	
              Other
      consulting services per Advertising Networks or any of the Company’s
      instructions from time to time.

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    Appendix
II

    


    Confidential
Agreement

     

    
      Service
Agreement

    

    
      
        
        

      

      
        - 8
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      Service
Agreement

    

    
      
        
        

      

      
        - 9
-