Exhibit
10.20

         

      

      [Translation
reference]

      


       

      


       

       

      


       

       

      


       

       

      
        

      

       

       

       

       

      Equity
Joint Venture Contract

       

       

      Of
Kunming Taishi Information Cartoon Co., Ltd.

       

       

       

      
        
          

        

      

       

       

       

      between

       

       

       

      Kunming
Television Station

       

      and

       

      Advertising
Networks Limited

       

       

      May
2008

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE OF
CONTENTS

       

      
        
          	
                  Sections

                	
                   

                	
                  Page

                
	 	 	 
	
                  Section

                	
                  1

                	
                    Definitions

                	
                  3

                
	
                  Section

                	
                  2

                	
                    Establishment of the
      Company

                	
                  8

                
	
                  Section

                	
                  3

                	
                    Goals and Scope of Business
      Operations

                	
                  8

                
	
                  Section

                	4	 
      Total Investment, Registered Capital and Increase of Registered
      Capital	
                  9

                
	
                  Section

                	
                  5

                	
                    Transfer of
      Interest

                	
                  10

                
	
                  Section

                	
                  6

                	
                    Responsibilities of the
      Parties

                	
                  13

                
	
                  Section

                	
                  7

                	
                    Confidential Information,
      Publicity, Intellectual Property Rights and

                	 
      
	 
      	 
      	
                    Access

                	
                  15

                
	
                  Section

                	
                  8

                	
                    Board of
      Directors

                	
                  18

                
	
                  Section

                	
                  9

                	
                    Supervisor

                	
                  20

                
	
                  Section

                	
                  10

                	
                    Management of the
      Company

                	
                  21

                
	
                  Section

                	
                  11

                	
                    Budgets and Business
      Plan

                	
                  24

                
	
                  Section

                	
                  12

                	
                    Financial, Accounting and
      Auditing System

                	
                  24

                
	
                  Section

                	
                  13

                	
                    Foreign
      Exchange

                	
                  27

                
	
                  Section

                	
                  14

                	
                    Profits
      Distribution

                	
                  28

                
	
                  Section

                	
                  15

                	
                    Staff, Workers and Trade
      Union

                	
                  28

                
	
                  Section

                	
                  16

                	
                    Insurance

                	
                  30

                
	
                  Section

                	
                  17

                	
                    Term, Termination and
      Liquidation

                	
                  30

                
	
                  Section

                	
                  18

                	
                    Liquidation
      Procedures

                	
                  32

                
	
                  Section

                	
                  19

                	
                    Amendment and Modification of the
      Contract

                	
                  34

                
	
                  Section

                	
                  20

                	
                    Liability for Breach of
      Contract

                	
                  35

                
	
                  Section

                	
                  21

                	
                    Force
    Majeure

                	
                  36

                
	
                  Section

                	
                  22

                	
                    Governing Law and Dispute
      Resolution

                	
                  36

                
	
                  Section

                	
                  23

                	
                    Representations and
      Warranties

                	
                  37

                
	
                  Section

                	
                  24

                	
                    Effectiveness of the Contract and
      Miscellaneous

                	
                  39

                


        

      

       

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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      This Equity Joint Venture Contract (this "Co ntract") is made on 14
May 2008 in Kunming City, the People’s Republic of China (“PRC”).

      


      BETWEEN:

      


      
        	
                (1)

              	
                Kunming Television Station
      (Party A), a PRC television station with its registered address at
      No. 198, Danxia Road, Kunming City, Yunnan
  Province;

              


      

      


      and

      


      
        	
                (2)

              	
                Advertising Networks Limited
      (Party B),
      a Hong Kong Special Administrative Region of the PRC (Hong Kong) company with
      its address at 12 Floor, Auttonjee Centre, 11 Duddell Street, Central,
      Hong Kong.

              


      

      


      (Individually,
a "Party" and
collectively the "Parties")

      


      WHEREAS:

      


      
        
          	
                  (A)

                	
                  Party
      A is a PRC TV station desiring to further develop the advertising business
      of its subsidiary channels;

                


        

      

      


      
        
          	
                  (B)

                	
                  Party
      B possess extensive investment and project management experience in
      advertising management consultation and technical services;
      and

                


        

      

      


      
        
          	
                  (C)

                	
                  The
      Parties mutually seek the benefits of jointly establishing a equity joint
      venture enterprise (“Company”) to
      provide management consultation and technical services in the
      advertising sector:

                


        

      

      


      NOW, THEREFORE, the Parties
hereby agree as follows:

      


      SECTION
1         DEFINITIONS

      


      
        
          	
                  1.1

                	
                  Unless
      otherwise provided herein, the following terms shall have the meaning set
      forth below:

                


        

      

      


      
        	
                Affiliate
      Entity

              	in
      relation to an entity, means a company:
	 	 	 
	 	(1)	in
      which the entity holds, directly or indirectly, at least 10% of the equity
      interest or voting rights;
	 	(2)	which
      is a subsidiary of the entity’s parent company;
	 	(3)	which
      owns or controls, directly or indirectly, any equity interest or voting
      rights of the parent company of the entity;
	 	(4)	which
      is a subsidiary of the parent company of the entity described in (3)
      above.


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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                Approval
      Date

              	
                means
      the date of issuance of a document by the Examination and Approval
      Authority approving this Contract and the Articles of
      Association.

                 

              
	
                Approvals

              	
                means
      all rights, licenses, permits, approvals, waivers, consents and
      authorizations which are necessary for the Company to engage in the
      business activities contemplated in this Contract, including the Business
      License.

                 

              
	
                Articles
      of Association

              	
                means
      the Articles of Association of the Company executed concurrently herewith
      by the Parties, a copy of which is attached hereto as Appendix
      1.

                 

              
	
                Board

              	
                means
      the board of directors of the Company.

                 

              
	
                Budget

              	
                means
      the annual budget of the Company duly approved or otherwise in effect in
      accordance with the provisions of this Contract.

                 

              
	
                Business
      Day

              	
                means
      any day other than a Saturday, Sunday or other day required or authorized
      by Law or executive order to be public holidays in the PRC.

                 

              
	
                Business
      License

              	
                means
      the business license of the Company issued by SAIC following the approval
      of this Contract and the Articles of Association.

                 

              
	
                Business
      Plan

              	
                means
      a rolling five-year business plan for the operation of the Company and
      that will be updated on an annual basis in accordance with Section
      11.

                 

              
	
                Confidential
      Information

              	
                means
      (a) any information of a confidential nature, whether tangible or
      intangible, concerning the organization, business, technology, finance,
      transactions, affairs, released or unreleased software or hardware
      products, marketing or promotion or business policies or practices of any
      products of the Company or any Party (whether conveyed in written, oral or
      any other form) and (b) any information or materials of a confidential
      nature prepared by a Party, its
      recipients or the Company that contains or otherwise reflects, or is
      derived from information that is qualified as Confidential Information as
      described in item (a) above.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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                Dispute

              	
                means
      any dispute, controversy or claim arising out of, or relating to, this
      Contract, or the performance, interpretation, breach, termination or
      validity hereof.

                 

              
	
                Encumbrance

              	
                means
      (a) any mortgage, charge (whether fixed or floating), pledge, lien,
      hypothecation, assignment, deed of trust, title retention, security
      interest or other encumbrance of any kind securing, or conferring any
      priority of payment in respect of, any obligation of any Person, including
      any right granted by a transaction that, in legal terms, is not the
      granting of security but that has an economic or financial effect similar
      to creation of a security that is legally enforceable under applicable
      Law, any proxy, power of attorney, voting trust agreement, interest,
      option, right of first offer, negotiation or refusal or transfer
      restriction in favor of any Person and (b) any adverse claim as to title,
      possession or use.

                 

              
	
                Equity
      Interest

              	
                means
      equity interest in the Company.

                 

              
	
                Establishment
      Date

              	
                means
      the date the Business License is issued by SAIC.

                 

              
	
                Examination
      and Approval Authority

              	
                means
      the Ministry of Commerce of the PRC and SAIC or their relevant local
      counterparts that are legally authorized to approve this Contract and the
      Articles of Association pursuant to PRC Law.

                 

              
	
                Feasibility
      Study

              	
                means
      the feasibility study report jointly prepared by the Parties in connection
      with the establishment and operation of the Company and dated on 14 May,
      2008.

                 

              
	
                Financial
      Statements

                 

                Force
      Majeure

              	
                means
      the PRC Financial Statements and the GAAP Statements.

                 

                Means
      any earthquake, storm, fire, flood, war, changes to the relevant state and
      administrative laws or regulations and policies, or any other significant
      event of natural or human-caused disaster arising after the signing hereof
      which is unforeseen, unavoidable and not possible to overcome, and is
      beyond the control of any Party, and prevents the total or partial
      performance of this Contract by any
Party.

              


      

       

      
        
          
          

        

        
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                Foreign
      Exchange Regulations

                 

              	
                means
      applicable PRC foreign exchange Law.

              
	
                General
      Manager

              	
                means
      the general manager of the Company.

                 

              
	
                Independent
      Auditor

              	
                means
      the independent auditor of the Company selected by the Board in accordance
      with Section 12.4, which is an accountant firm that has been duly
      registered and authorized to practice in the PRC.

                 

              
	
                Intellectual
      Property

              	
                means
      all letters patent, trademarks, service marks, registered designs, domain
      names and utility models, copyrights, inventions, Confidential
      Information, brand names, database rights and business names and any
      similar rights situated in any country and the benefit (subject to the
      burden) of any of the foregoing (in each case whether registered or
      unregistered and including applications for the grant of any of the
      foregoing and the right to apply for any of the foregoing in any part of
      the world).

                 

              
	
                PRC
      Law

              	
                means
      all effective laws, regulations, rules and orders of any governmental
      authority, and other legislative, administrative or judicial documents in
      the PRC.

                 

              
	
                Registered
      Capital

              	
                means
      the registered capital of the Company.

                 

              
	
                Related
      Party

              	
                means
      (a) any equity interest holder of the Company, (b) any director of the
      Company, (c) any Senior Manager of the Company (as defined in Section 10.1
      below), (d) any relative of an equity interest holder, director or officer
      of the Company, (e) any Person in which any equity interest holder or any
      director of the Company has any interest, and (f) any other Affiliate of
      the Company.

                 

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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                RMB

              	
                means
      Renminbi, the legal tender of the PRC.

                 

              
	
                SAFE

              	
                means
      the State Administration of Foreign Exchange of the PRC or its local
      bureaus as appropriate to the context.

                 

              
	
                SAIC

              	
                means
      the State Administration of Industry and Commerce of the PRC or its local
      bureaus as appropriate to the context.

                 

              
	
                Subsidiary

              	
                of
      a corporate entity, means any entity that any other entity controls,
      directly or indirectly, 50% or more equity interest or voting right
      therein.

                 

              
	
                Supervisor

              	
                means
      the supervisor of the Company appointed by the Parties.

                 

              
	
                Total
      Investment

              	
                means
      the total amount of investment of the Company.

                 

              
	
                Transaction
      Documents

              	
                means
      the agreements to be entered into between the Parties and the Company
      before the date of Closing (as defined below) relating to commercial
      arrangements to be made between such parties, of which the details and
      scope will be further covenanted by the Parties.

                 

              
	
                "US
      Dollars," "US$" or "$"

              	
                means
      United States dollars, the lawful currency of the USA.

                 

              
	
                Joint
      Venture Law

              	
                means
      Sino-foreign Equity
      Joint Venture Law of the PRC and the implementing regulations
      issued thereunder, as amended, as well as the relevant
      regulations.

                 

              
	 
      	 
      


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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      SECTION 2         ESTABLISHMENT
OF THE COMPANY

      


      
        	
                2.1

              	
                Establishment.  The
      Parties hereby agree to establish an equity joint venture
      enterprise Kunming Taishi Information Cartoon Co., Ltd. (Company) in Kunming
      City, Yunnan Province, PRC in accordance with the Joint Venture Law,
      this Contract and the Articles of
Association.

              


      

      


      
        	
                2.2

              	
                Name.  The
      name of the Company shall be 昆明泰视信息动漫有限公司
      in Chinese, and Kunming Taishi Information Cartoon Co., Ltd. in English.
      The legal address of the Company shall be at Zhaoshang Plaza, Kunming
      High-tech Industry Development Zone, PRC. 


              


      

      


      
        	
                2.3

              	
                Limited
      Liability.  The Company shall be a limited liability
      equity joint venture company qualified as an enterprise legal
      person.  The liability of each Party with respect to the Company
      shall be limited to its contribution to the Company's Registered Capital
      in accordance with Section 4.2 of this Contract.  Neither Party
      shall have any liability, beyond its contribution, to any third party
      in respect of the debts or obligations of the
  Company.

              


      

       

      SECTION 3         PURPOSE
AND SCOPE OF BUSINESS OPERATIONS

      


      
        	
                3.1

              	
                Purpose.

              


      

      


      The
purpose in establishing the Company are to:

      


      
        	
                 
      

              	
                (a)

              	
                strengthen
      cooperation and exchange between the Parties in the PRC advertising
      consultation and technical service
sector;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                adopt
      advanced technology and relevant management methods to promote the
      modernization of advertising industry in the PRC;
  and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                obtain
      increasing economic benefits to enable the Parties to obtain satisfactory
      profits.

              


      

      


      
        	
                3.2

              	
                Business
      Scope.

              


      

      


      
        	
                 
      

              	
                i)

              	
                The
      business scope of the Company shall be the following: design and
      development of computer graphic, design and development of 3D cartoon,
      technical support and related
services.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Parties further acknowledge and agree that all the activities specified in
      Section 3.2(a) shall be conducted within the scope permitted by PRC Law,
      and the Company shall apply for all necessary licenses and permits
      from the relevant PRC governmental authorities in order to engage in these
      activities.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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      SECTION 4         TOTAL
INVESTMENT, REGISTERED CAPITAL 

                                  


      
        	
                4.1

              	
                Total Investment and
      Registered Capital.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Total Investment shall be RMB
300,000,000.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Registered Capital shall be RMB
300,000,000.

              


      

      


      
        	
                4.2

              	
                Contributions of each
      Party.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Party
      A shall contribute the assets (Contributed Assets, as listed in Appendix
      2) to the Registered Capital of the Company. The valuation of
      Contributed Assets will be RMB 150,000,000 in accordance with the
      appraisal report as of 1 March 2008 which shall be 50% of the
      Registered Capital of the Company.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Party
      B shall contribute US$ equivalent to RMB 150,000,000 which shall
      be 50% of the Registered Capital of the
Company.

              


      

      


      
        	
                4.3

              	
                Investment
      Term.

              


      

      


      
        	
              	
                (a)

              	
                Upon
      the completion of assets appraisal and receipt of approval certificate by
      the Company, Party A shall pay 50% of the assets within 30 days to be
      contributed, and Party B shall also pay US$ equivalent to RMB
      75,000,000 within 30 days as its first
  contribution.

              


      

      


      
        	
              	
                (b)

              	
                The
      subsequent contribution from the Parties shall be paid up within 12 months
      after the date of the Business
License.

              


      

      


      
        	
                4.4

              	
                Investment
      Certificates.

              


      

      


      Upon the
Parties’ contribution, the Company shall issue to each Party an investment
certificate evidencing that the equity interest of the Parties in the Company is
50%, respectively.

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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      SECTION 5         TRANSFER
OF INTEREST

      


      
        	
                5.1

              	
                Limitations on
      Transfers.

              


      

      


      No Party
shall sell, give, assign, transfer or otherwise dispose of any Equity Interest
or any right, title or interest therein or thereto (each, a "Transfer") to any
third party (a "Transferee") or otherwise create or permit or suffer to be
created or exist (whether by operation of law or otherwise) any Encumbrance over
any Equity Interest held by it or any right, title or interest therein or
thereto for the benefits of any third party without the prior written
consent of the other Party, except as expressly permitted by this Section
5.  Any purported Transfer or Encumbrance in violation of this Section
5 shall be null and void, and the Company and the Parties shall not register or
recognize any such Transfer or Encumbrance.

      


      
        	
                5.2

              	
                Lockup.

              


      

      


      The
Parties acknowledge and agree that each Party is investing in the Company
because of the management, skill, resources and expertise that the other
Party will continuously bring to the Company. Accordingly, and notwithstanding
what is otherwise provided, the Parties agree that without the prior
written consent of the other Party, each Party shall not Transfer or impose
any Encumbrance over any Equity Interest.

      


      
        	
                5.3

              	
                Compliance.

              


      

      


      Notwithstanding
any other provisions of this Contract, no Transfer may be made
unless:

      


      
        	
              	
                (a)

              	
                the
      Transferee has agreed in writing to be bound by the terms and conditions
      of this Contract and the Articles of Association, which may be amended and
      restated to the extent that the Parties and the Transferee agree to such
      amendments;

              


      

       

      
        	
              	
                (b)

              	
                the
      Transfer complies in all respects with the other applicable provisions of
      this Contract, the Articles of Association and other relevant legal
      documents designated by the Parties;
and

              


      

      


      
        	
              	
                (c)

              	
                any
      Transferee of a Party’s Equity Interest, pursuant to a Transfer permitted
      under this Contract, shall also hold the Transferring Party’s rights with
      respect to the portion of the Equity Interest so
    transferred.

              


      

      


      
        	
                5.4

              	
                Right of First
      Offer.

              


      

      


      
        	
              	
                (a)

              	
                Unless
      otherwise provided in this Contract, if either Party (the "Transferring Party") (i)
      proposes to Transfer any of its Equity Interest (a "Proposed Transfer"),
      (ii) the Transferring Party receives an offer to acquire any of its Equity
      Interest and proposes to accept such offer (a "Proposed Acceptance"); or
      (iii)  if either Party is dissolved, terminated or liquidated,
      the other Party shall have a right of first offer (the "Right of First Offer")
      with respect to such Transfer as provided in this Section
    5.4

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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                (b)

              	
                In
      the case of a Proposed Transfer, the Transferring Party shall send a
      written notice to the other Party, which notice shall state (i) the name
      of the Transferring Party, (ii) the Equity Interest percentage to be
      Transferred, (iii) the price in cash that the Transferring Party is
      prepared to accept for the Offered Interest and (iv) the other terms and
      conditions of the proposed
Transfer.

              


      

       

      In the
case of a Proposed Acceptance, the Transfer Notice shall state (i) the name of
the Transferring Party, (ii) the name and address of the proposed transferee,
(iii) the Equity Interest percentage to be Transferred, (iv) the amount and form
of the proposed consideration for the Transfer and (v) the other terms and
conditions of the proposed Transfer.  In the event that the proposed
consideration for the Transfer in a Proposed Acceptance includes consideration
other than cash, the Transfer Notice shall include a calculation of the fair
market value of such consideration and an explanation in reasonable detail of
the basis for such calculation, together with documentation reasonably
evidencing such calculation and explanation.  The notice sent by the
Transferring Party pursuant to this Section 5.4 (b) shall be referred to as the
"Transfer Notice", the
non-Transferring Parties shall be referred to as the "Offerees", the proposed Equity
Interest percentage to be Transferred shall be referred to as the "Offered Interest", and the
proposed consideration in cash (including the fair market value of any non-cash
consideration) shall be referred to as the "Offer Price".

      


      
        	
              	
                (c)

              	
                For
      a period of 30 days after delivery of a Transfer Notice (the "Offer Period"), each
      Offeree shall have the right, exercisable through the delivery of an
      Acceptance Notice as provided in Section 5.4(d), to purchase up to its
      Offered Interest at a purchase price equal to the Offer Price upon the
      other terms and conditions set forth in the Transfer Notice, provided that
      if one Party is restricted from purchasing its pro rata proportion of the
      Offered Interest due to legal or regulatory reasons, then it shall have
      the right to nominate a third party to purchase such Offered Interest and
      provided, further, that even where the proposed consideration offered by a
      third party in a Proposed Acceptance includes non-cash consideration, the
      Offeree shall at all times be able to pay the purchase price in
      cash.  If the Transferring Party and the Offeree cannot agree
      within 20 days after delivery of the Transfer Notice on the fair market
      value of such non-cash consideration, then such fair market value shall be
      determined in accordance with Section 22.2 of this Contract (Dispute
      Resolution).  In such event, the 30-day period set forth in this
      Section 5.4(c) and the six-month period set forth in Section 5.4(f) shall
      be tolled until the arbitration proceedings are
      completed.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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                (d)

              	
                The
      Right of First Offer of the Offeree under Section 5.4(c) shall be
      exercisable by delivering written notice of exercise (an "Acceptance Notice")
      within the Offer Period to the Transferring Party. An acceptance Notice
      shall include a statement of the Equity Interest to be purchased by such
      Offeree. An Acceptance Notice shall be irrevocable and shall constitute a
      binding agreement by such Offeree to purchase the Offered Interest
      determined in accordance with Section 5.4(c).  The failure of an
      Offeree to give an Acceptance Notice within the Offer Period shall be
      deemed to be a waiver of such Offeree's Right of First Offer subject to
      Sections 5.4(e) and 5.4(f).

              


      

      


      
        	
              	
                (e)

              	
                In
      the case of the Transfer of Offered Interest, and without limiting the
      right of each Party to exercise the Right of First Offer pursuant to this
      Section 5.4, at the sole discretion of the other Party, it may
      Transfer the Offered Interest with the Transferring Party on a
      pro rata basis and in accordance with their shareholding percentage in the
      Company (“Co-Sale
      Right”). If the Transferring Party , a third party (in the
      case of a Proposed Transfer), or the proposed Transferee identified in the
      Transfer Notice (in the case of a Proposed Acceptance) does not
      accept the ’ Co-Sale Right, the Transfer of such Offered Interest
      shall be void and of no force or effect for all
  purposes.

              


      

       

      
        	
              	
                (f)

              	
                Unless
      (i) the Offerees elect in the aggregate to purchase all of the Offered
      Interest pursuant to Sections 5.4(c) and 5.4 (d), or (ii) the other
      Party elects to exercise its Co-Sale Right pursuant to Section 5.4(e), the
      Transferring Party may Transfer all of the Offered Interest to a third
      party (in the case of a Proposed Transfer) or the proposed Transferee
      identified in the Transfer Notice (in the case of a Proposed Acceptance)
      on the terms and conditions set forth in the Transfer Notice; provided,
      however, that (i) such sale is bona fide, (ii) the price for the sale to
      the Transferee is a price not less than the Offer Price and the sale is
      otherwise on terms and conditions no less favorable to the Transferring
      Party than those set forth in the Transfer Notice, (iii) the Transfer is
      made within six months after the giving of the Transfer Notice and (iv)
      the Transferee agrees not to compete with the Business conducted by the
      Company or any subsidiary of the Company or by any Party (or such Party's
      Affiliate).  If such a Transfer does not occur within such
      six-month period for any reason, the restrictions provided for herein
      shall again become effective, and no Transfer of Equity Interest may be
      made by the Transferring Party thereafter without again making an offer to
      the other Party in accordance with this Section 5.4, as
      appropriate.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -12-

          
            

          

        

        
          
          

        

      

      
        
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                5.5

              	
                Further
      Assurances.

              


      

      


      
        	
              	
                (a)

              	
                If
      the Parties agree to propose to Transfer its Equity Interest in
      compliance with the provisions of this Section 5, the other Party shall
      promptly cause the directors on the Board appointed by it to vote in favor
      of a resolution approving such Transfer.  If any director does
      not vote in favor of such resolution, the Party that appointed such
      director shall promptly remove and replace such director and cause the
      newly appointed director to vote in favor of the resolution approving such
      Transfer.

              


      

       

      
        	
              	
                (b)

              	
                The
      Party transferring its Equity Interest and the transferee shall enter into
      an equity interest transfer contract with respect to the Transfer of the
      relevant Equity Interest.  The Parties shall, within 14 working
      days thereafter amend this Contract and the Articles of Association to
      reflect the respective Equity Interests held by the Parties and the
      Transferee subsequent to the completion of such equity interest transfer
      contract.  The Parties shall cause the Company to apply to the
      relevant governmental authorities for approval of the Transfer and
      the amendments to this Contract and the Articles of Association within 21
      working days of the execution of the equity transfer
      contract.  The Parties shall, and shall cause the Company to,
      promptly execute all such further documents and perform all such further
      acts as the transferring Party may reasonably require constituting the
      Transferee as the legal and beneficial owner of the interest Transferred
      free from any and all Encumbrances.

              


      

       

      SECTION 6         RESPONSIBILITIES
OF THE PARTIES

      


      
        	
                6.1

              	
                Responsibilities
      of Party
    A

              


      

      


      In
addition to its responsibilities set forth elsewhere in this Contract, the Party
A shall perform the following duties:

      


      
        	
              	
                (a)

              	
                to
      submit this Contract, the Articles of Association, the Feasibility Study
      and all other relevant documents to the Examination and Approval Authority
      for their examination and approval and to obtain all the Approvals from
      the relevant governmental authorities in connection with the establishment
      of the Company and the performance of the obligations of Party A hereunder
      and to assist the Company in obtaining from the appropriate PRC
      governmental authority the Business License, registering the Company with
      the appropriate PRC tax authorities and to assist the Company in obtaining
      and maintaining in force all licenses, permits, consents, authorizations,
      approvals and agreements that are necessary for the Company to conduct its
      goals, business operations and business objectives in accordance with the
      terms of this Contract;

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -13-

          
            

          

        

        
          
          

        

      

      
        
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                (b)

              	
                fulfill
      its obligations, and ensure that its Affiliates fulfill their obligations,
      as set forth in the Transaction Documents to which it is, and/or they are,
      a party or parties;

              


      

      


      
        	
              	
                (c)

              	
                assist
      the Company in developing its business based upon its established contacts
      and relationships with commercial enterprises, and coordinate and liaise
      with government agencies for the maintenance of permits, licenses and
      other qualifications;

              


      

      


      
        	
              	
                (d)

              	
                appoint
      in a timely manner members of the Board as specified in Section
      8.1(b);

              


      

      


      
        	
              	
                (e)

              	
                cause
      its representatives on the Board to implement the approved Budget and
      Business Plan, to act in the Company's best interests and to perform and
      take all actions in accordance with this Contract, the Articles of
      Association, the Feasibility Study, the Transaction Documents and the
      intent of the Parties;

              


      

      


      
        	
              	
                (f)

              	
                assist
      the Company in obtaining and maintaining in force throughout the Joint
      Venture Term (as defined in section 17.1(a) below) (and any extension
      thereof) all Approvals and agreements that are necessary for the Company
      to achieve its goals and business objectives and conduct the business of
      the Company in accordance with the terms of this Contract, the Articles of
      Association and the Transaction Documents including the necessary
      Approvals from the Examination and Approval
  Authority;

              


      

      


      
        	
              	
                (g)

              	
                assist
      the Company in applying for and obtaining any preferential treatment in
      tax, customs, foreign exchange or other areas that are available or may
      become available under any preferential policy in accordance with Law;
      and

              


      

      


      
        	
              	
                (h)

              	
                assist
      the Company in other matters as requested by the
  Board.

              


      

      


      
        	
                6.2

              	
                Responsibilities
      of Party
      B.

              


      

      


      In
addition to its responsibilities set forth elsewhere in this Contract, Party
B shall perform the following duties:

      


      
        	
              	
                (a)

              	
                use
      its best efforts to help obtaining Approvals from the relevant
      governmental authorities in connection with the establishment of the
      Company and the performance of the obligations of Party B hereunder,
      obtaining from the appropriate PRC governmental authority of the Business
      License, registering of the Company with the appropriate PRC tax
      authorities and obtaining and maintaining in force of licenses, permits,
      consents, authorizations, approvals and agreements that are necessary for
      the Company to conduct its goals, business operations and business
      objectives in accordance with the terms of this
  Contract;

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -14-

          
            

          

        

        
          
          

        

      

      
        
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                (b)

              	
                make
      its contribution in the form and manner and at the times required by this
      Contract and the Articles of
Association;

              


      

      


      
        	
              	
                (c)

              	
                fulfill
      its obligations, and ensure that its Affiliates fulfill their obligations,
      set forth in the Transaction Documents to which it is, and/or they are, a
      party or parties;

              


      

      


      
        	
              	
                (d)

              	
                appoint
      in a timely manner members of the Board as specified in Section
      8.1(b).

              


      

      


      
        	
              	
                (e)

              	
                nominate
      in a timely manner candidates to serve as the General
      Manager Company's  and financial
  manager;

              


      

      


      
        	
              	
                (f)

              	
                cause
      its representatives on the Board to implement the approved Budget and
      Business Plan, to act in the Company's best interests and to perform and
      take all actions in accordance with this Contract, the Articles of
      Association, the Feasibility Study, the Transaction Documents and the
      intent of the Parties;

              


      

      


      
        	
              	
                (g)

              	
                use
      reasonable efforts to assist the Company with respect to content sourcing,
      business development, financial management, strategic development,
      corporate governance and fundraising;
and

              


      

      


      
        	
              	
                (h)

              	
                assist
      the Company in other matters as requested by the
  Board.

              


      

       

      SECTION 7         CONFIDENTIAL
INFORMATION, 

      PUBLICITY,
INTELLECTUAL PROPERTY RIGHTS AND ACCESS

      


      
        	
                7.1

              	
                Confidentiality.

              


      

      


      
        	
              	
                (a)

              	
                A
      Party that receives any Confidential Information during the Joint Venture
      Term  and five years from its expiry ("Receiving Party")
      shall:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                keep
      the Confidential Information
confidential;

              


      

      


      
        	
              	
                (ii)

              	
                not
      disclose the Confidential Information to any Person other than with the
      prior written consent of the Company or the Party that disclosed such
      Confidential Information, as the case may be, or in accordance with
      Sections 7.1(b) and 7.1(d); and

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -15-

          
            

          

        

        
          
          

        

      

      
        
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reference

        

      

      
        
          

        

      

       

      
        	
                 
      

              	
                (iii)

              	
                not
      use the Confidential Information for any purpose other than the
      performance of its obligations under this Contract or in accordance with
      Section 7.1(d).

              


      

      


      
        	
              	
                (b)

              	
                The
      Receiving Party may disclose the Confidential Information to its
      directors, Senior Managers (as defend in Section 10.1 below), employees,
      agents, consultants, advisors, licensees, contractors, partners (“Representatives”) Subsidiaries,
      Affiliates and the respective Representatives of its Affiliates
      (collectively, the "Recipients") to the
      extent that it is necessary for the purposes of this
    Contract.

              


      

      


      
        	
              	
                (c)

              	
                Each
      Party shall use its best efforts to ensure that each Recipient is made
      aware of, and complies with, all of the Receiving Party's confidentiality
      obligation herein as if such Recipient were a party to this
      Contract.  Each Party shall use its best efforts to ensure that
      the Company shall comply with all of the Receiving Party's confidentiality
      obligation herein as if the Company were a party to this
      Contract.

              


      

      


      
        	
              	
                (d)

              	
                The
      provisions of this Section 7.1 shall not apply
  to:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Confidential
      Information that is or becomes generally available to the public other
      than as a result of disclosure by, or at the direction of, a Party, any of
      its Recipients or the Company in violation of this
    Contract;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                disclosure
      to the extent required under applicable Law or the rules of any stock
      exchange (including, without limitation, disclosure to relevant regulatory
      bodies); provided that such disclosure shall be limited merely to the
      extent required by applicable Law or the rules of any stock exchange, and,
      to the extent practicable, the Party or the Company, as the case may be,
      that is the proprietor of the Confidential Information subject to such
      disclosure shall be given an opportunity to review and comment on the
      contents of the disclosure before it is
made;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                disclosure
      to the extent required by applicable Law or judicial or regulatory process
      or in connection with judicial or arbitration process regarding any legal
      action, suit or proceeding arising out of, or relating to, this Contract;
      provided that such disclosure shall be limited merely to the extent
      required by applicable Law or judicial or regulatory
    process;

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -16-

          
            

          

        

        
          
          

        

      

      
        
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                (iv)

              	
                use
      of Confidential Information concerning the Company by the Receiving Party
      after the termination of this Contract in accordance with the provisions
      hereof where the Receiving Party is legally permitted to continue to
      operate, whether directly or indirectly, and whether or not in cooperation
      with any other Person or any other Party, the business of the Company;
      and

              


      

      


      
        	
                 
      

              	
                (v)

              	
                disclosure
      by any Party to any Person that is a potential purchaser of any or all of
      the equity interest of the Company held by such Party or is a potential
      purchaser or subscriber of the shares or interests of such Party, if the
      recipient has agreed in writing to obligations of confidentiality
      substantially similar to those contained in this Section
    7.1.

              


      

      


      
        	
                7.2

              	
                No
      Announcements.  No Party shall make any announcement
      about the Company, this Contract or any other Party in relation to the
      Company, this cooperation or the business of the Company without the prior
      written consent of the other Party.  Notwithstanding the above,
      the Parties may announce or disclose, at its sole discretion, some or
      all of the aforesaid information to its affiliated party(s) (including but
      not limited to the investors with the Parties, auditors and banks of Party
      B and/or its affiliated party(s)). Any of the Parties may at any time
      make announcements that are required by applicable Law, regulatory bodies
      or stock exchange or stock association rules, so long as the Party so
      required to make the announcement, promptly upon learning of such
      requirement, notifies in writing the other Party of such requirement and
      discusses with the other Party in good faith the exact wording of any such
      announcement and takes precautionary measures to prevent disclosure of
      confidential information to the maximum extent
  permitted.

              


      

      


      
        	
                7.3

              	
                Intellectual Property
      Rights.  Any Intellectual Property rights, produced,
      created or developed by the Company or by any other Person on behalf of or
      for the benefit of the Company (including any employee of the Company in
      the execution of his responsibilities or primarily using the resources of
      the Company) shall be the sole property of the
  Company.

              


      

      


      
        	
                7.4

              	
                Access.  The
      Company shall grant to each Party and its agents, full access, upon
      reasonable prior notice and during normal business hours, to the premises
      and books and records of the Company, and shall instruct Senior Managers
      (as defined in Section 10.1 below) and employees of the Company to give
      promptly all information as a Party may reasonably request.  For
      the avoidance of doubt, the information provided by the Company shall be
      deemed Confidential Information and the receiving Party shall comply with
      the provisions of Section 7.1.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -17-

          
            

          

        

        
          
          

        

      

      
        
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      SECTION 8         BOARD
OF DIRECTORS

      


      
        	
                8.1

              	
                The
      Board.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Board shall be established on the Establishment Date and shall hold its
      first meeting within 30 days thereafter.  At the first meeting,
      the Board shall appoint the General Manager and financial
      manager who are designated by Party
  B.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Board shall initially consist of five directors, two of whom
      shall be appointed by Party A (“Party A’s Directors"), and three
      of whom shall be appointed by Party B ("Party B’s Directors").  The term
      of office of the directors shall be three years, renewable upon
      reappointment by the appointing Party.  The Parties agree to
      cause the Company to file for the record with the Examination and Approval
      Authority any change of director appointed by any Party, if required by
      Law. If a director is removed, becomes incapacitated, dies, resigns, or
      otherwise ceases to be a director, the Party that appointed the director
      shall appoint a new director to serve for the remainder of the former
      director’s term of office.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Board shall have one chairman ("Chairman") with a term
      of three years. The Chairman shall be appointed by Party A. If the
      Chairman is unable to attend any meeting of the Board, the Chairman may
      assign any other director to preside over the
  meeting.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Board shall be the highest authority of the Company and shall direct the
      overall supervision and control of the business of the
      Company.  The Board shall decide all matters of major importance
      to the Company.  The resolutions of the Board shall be adopted
      in accordance with this Contract, the Articles of Association and
      applicable PRC Law.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Chairman shall be the legal representative of the Company for the purpose
      of service of process and within the scope expressly authorized by the
      Board.  The Chairman shall have the powers and responsibilities
      set forth in the Articles of
Association.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                The
      Company shall pay all reasonable expenses incurred by the directors in
      attending a Board meeting, including traveling expenses and
      accommodation.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -18-

          
            

          

        

        
          
          

        

      

      
        
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                (g)

              	
                The
      Company shall indemnify each director against all claims and liabilities
      incurred by reason of his performance as being a director of the
      Company; provided that the director's acts or omissions giving rise to
      such claim or liability did not constitute intentional misconduct or a
      violation of criminal Law.  In addition, the Company reserves
      the right to pursue any claims against directors who cause the Company to
      incur unauthorized claims or
liabilities.

              


      

      


      
        	
                8.2

              	
                Meetings.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Regular
      meetings of the Board shall be convened at least once every calendar
      quarter.  Meetings shall be convened and presided over as
      provided in the Articles of Association.  Not less than 10 days’
      notice shall be given to all directors, provided, however, that less than
      10 days’ notice may be given if approved by all
      directors.  Special meetings of the Board shall be convened by
      the Chairman at any time on the motion of at least two directors or the
      Foreign Director.  The minutes of all Board Meetings shall be
      kept on file by the Company.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Three directors present
      in person or by proxy throughout the entire meeting shall constitute a
      quorum for all meetings of the Board.  Each director has one
      vote. 

              


      

      


      
        	
                8.3

              	
                Voting.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Decisions
      with respect to those matters that are required by Law at the time the
      relevant resolution is adopted to be approved by unanimous approval of the
      Board shall require the unanimous approval of the Board.  The
      following matters may be adopted upon the unanimous approval of the
      Board:

              


      

      


      
        
          	
                	
                  (i)

                	
                  increases
      or decreases in the Registered Capital or any transfer of any Party's
      interest in the Company;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  merger,
      division or change in the form of organization of the
    Company;

                


        

      

      


      
        
          	
                	
                  (iii)

                	
                  suspension
      of the business operation of the Company, dissolution of the Company or
      the extension of the Joint Venture Term (as defined in Section
      17.1);

                


        

      

      


      
        
          	
                	
                  (iv)

                	
                  mortgage
      of assets of the Company; and

                


        

      

      


      
        
          	
                	
                  (v)

                	
                  amendment
      of the Articles of
Association.

                


        

      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -19-

          
            

          

        

        
          
          

        

      

      
        
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                (b)

              	
                Decisions
      with respect to all other matters that require approval of the Board shall
      be adopted if they receive the affirmative votes of a simple majority of
      the directors.

              


      

       

      SECTION 9         SUPERVISOR

      


      
        	
                9.1

              	
                Supervisor

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company shall not have a board of supervisors, but a supervisor shall
      be jointly appointed by the
Parties.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      term of the Supervisor shall be 3 years, renewable upon reappointment by
      the Parties.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      the position of the Supervisor becomes vacant for any reason, the Parties
      shall jointly appoint a successor to serve out the remainder of the term.
      Where either Party finds that the Supervisor has violated PRC laws and
      regulations, or any provision of this Contract or the Articles of
      Associations, practiced favoritism or fraud, breached the Company’s
      by-laws and rules, or is unable to perform all of his duties, or at the
      Parties’ sole discretion, the Parties may at any time jointly remove the
      Supervisor and appoint another Supervisor as his successor.
      Appointments and removals shall be filed with the Examination and Approval
      Authority and registered with the SAIC to the extent required by
      law.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Supervisor shall not concurrently hold the position of director or Senior
      Managers in the Company.

              


      

      


      
        	
                9.2

              	
                Authorities of
      Supervisor

              


      

      


      
        	
                 
      

              	
                (a)

              	
                monitor
      the financial affairs of the
Company;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                supervise
      the actions of the directors and Senior Managers (as defined in Section
      10.1 below), and bring forward proposals for the removal of any director
      or Senior Manager that violates any law, administrative regulation, the
      Contract or any resolution of the
Broad;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                demand
      any director or Senior Manager to rectify acts that has injured the
      interests of the Company; and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                bring
      forward any other proposals to the
Parties.

              


      

      


      
        	
                9.3

              	
                Liability of the
      Supervisor

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      independent and personal actions of Supervisor are not binding on the
      Company.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -20-

          
            

          

        

        
          
          

        

      

      
        
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                (b)

              	
                The
      Supervisor is immune from personal liability for the actions in carrying
      out his/her duties as a supervisor, unless the actions violate the
      Contract, Articles of Association, PRC laws and the law governing the
      supervisor.

              


      

       

      SECTION 10         MANAGEMENT
OF THE COMPANY

      


      
        	
                10.1

              	
                Senior
      Managers.

              


      

      


      The
management organization of the Company shall consist of the following senior
managers ("Senior
Managers"): one
General Manager, one financial manager (Financial Manager) and other
officers that the Board may designate from time to time as being necessary for
the operation of the Company.  Without the prior permission of the
Board, no Senior Manager shall be simultaneously employed by or seconded to any
company other than the Company.

      


      
        	
                 
      

              	
                (a)

              	
                The
      general manager shall be designated by Party B and appointed by the
      Board.  The initial general manager shall be Feng
      Ying.

              


      

      


      The
general manager shall have the following powers:

      


      
        	
                 
      

              	
                (i)

              	
                implementing
      the business plan approved by the
Board;

              


      

      


      
        
          	
                	
                  (ii)

                	
                  formulating
      the rules and regulations of the
Company;

                


        

      

      


      
        
          	
                	
                  (iii)

                	
                  implementing
      the resolutions of the board of
directors;

                


        

      

      


      
        
          	
                	
                  (iv)

                	
                  executing,
      and if necessary, authorizing other Senior Mangers to  execute
      business contracts that do not exceed  RMB¥ 100,000
      (contracts that exceed RMB¥100,000
      shall be signed jointly by the Chairman or his/her agent and the
      authorized representative that is approved by unanimous approval of the
      Board );

                


        

      

      


      
        
          	
                	
                  (v)

                	
                  reporting
      the Company’s operation  to the Board on a regular basis,
       including submitting a quarterly written business
      report;

                


        

      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -21-

          
            

          

        

        
          
          

        

      

      
        
          
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reference

          

        

        
          
            

          

           

        

      

      
        
          
            	
                  	
                    (vi)

                  	
                    drafting
      the annual budget plan and submit to the Board for
    approval;

                  


          

        

      

      


      
        
          	
                	
                  (vii)

                	
                  hiring
      or dismissing other employees and draft the employment terms and welfare
      plans of the Senior Managers and all the employees, and submit to the
      Board for approval, and

                


        

      

      


      
        
          	
                	
                  (viii)

                	
                  implementing
      all other matters authorized by the Board within the scope of their
      authorized power.

                


        

      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Financial Manager shall be appointed by Party
B.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Board shall have the right to dismiss any other Senior Manager for any
      reason at any time.  If the General Manager or any of the other
      Senior Managers resigns, or is dismissed, or dies or becomes
      incapacitated, his successor shall be nominated and appointed in the same
      manner as stated in Section 10.1
above.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Senior Managers shall have no liability to the Company (and the Company
      shall indemnify them for any liabilities to third parties) for any acts
      performed in their official capacity except for such acts which constitute
      willful misconduct, fraud, gross negligence or violations of
      Law.

              


      

      


      
        	
                10.2

              	
                Financial
      Manager

              


      

      


      The
Financial Manager shall be responsible for and manage the financial and
accounting work of the Company and shall examine and sign the financial plans,
credit plans, accounting reports, and major expenditures of the
Company.  The Financial Manager shall keep true and accurate records
and accounts and prepare quarterly financial reports for the Board and other
periodic financial statements as required by the Board or applicable PRC
Law.  Such reports and statements shall be prepared in Chinese and
English.  Both language versions shall have equal
validity.  The expense associated with any required translation shall
be borne by the Company. 

      


      
        	
                10.3

              	
                Quarterly
      Operational Reviews and
      Monthly Updates.

              


      

      


      Every
three months, the Company shall convene an operational meeting with
representatives of the Parties to review the business and operations of the
Company.  During each calendar month in which such an operational
review meeting does not take place, the Company shall convene a monthly update
meeting with representatives of the Parties, which update meeting shall be
shorter in duration, and less formal, than an operational meeting, and which may
take place by way of a conference call or other similar means.  The
purpose of the monthly update meeting is for the General Manager (and any other
relevant Senior Manager) to update the Parties of any material events relating
to the Company.

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -22-

          
            

          

        

        
          
          

        

      

      
        
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                10.4

              	
                Ethical Business
      Practices.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Each
      of the Parties agrees that the Company shall be managed in accordance with
      the highest international business ethical standards and that no director
      of the Board, Senior Managers, other employees of the Company will be
      permitted to engage in any act which violates applicable Law relating to
      corruption, bribery, fraudulent behavior or any other criminal
      activity.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company and its Senior Managers, directors, employees and agents shall
      engage only in legitimate business and ethical practices in commercial
      operations and in relation to government authorities.  Neither
      the Company nor any of its Senior Managers, directors, employees or agents
      shall pay, offer, promise or authorize the payment, directly or
      indirectly, of any funds or anything of value to any  official
      or employee of (or any person acting in an official capacity for or on
      behalf of) any government (including any department or agency), or
      state-owned or administered company or entity, public international
      organization, political party (or candidate or member of such party) for
      the purpose of influencing any act or decision of such official or of the
      government to obtain or retain business, or direct business to any Person
      (any such act, a "Prohibited
      Payment").  A Prohibited Payment does not include the
      payment of reasonable and bona fide expenditures, such as travel and
      lodging expenses, which are directly related to the promotion,
      demonstration or explanation of products or services, or the execution
      or performance
      of a contract with a government authority or agency thereof; provided that
      such payments are permissible under
Law.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Each of the Parties
      hereby represents to the other Parties that, in connection with the
      performance of its obligations under this Contract and the Articles
      of Association, including those responsibilities detailed at Section 6 of
      this Contract, such Party, and its owners, directors, employees and
      agents, have not, and will not, pay, offer, promise or authorize, directly
      or indirectly, any Prohibited
Payment.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Parties represent and warrant that they shall take such steps as may be
      appropriate to ensure that the Company complies with the provisions of
      this Section, which steps shall include the adoption and implementation of
      policies and procedures to ensure compliance with anti-bribery and
      anti-corruption Laws.

              


      

      


      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -23-

          
            

          

        

        
          
          

        

      

      
        
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      SECTION 11         BUDGETS
AND BUSINESS PLAN

      


      
        	
                11.1

              	
                Business
      Plan.

              


      

      


      The
Business Plan shall be prepared on a regular basis and submitted to the Board
for voting.

      


      
        	
                11.2

              	
                Preparation of the
      Budget and Updating of Business
Plan.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                During
      the Joint Venture Term, the financial manager shall be responsible for
      preparing an annual budget and the operational strategy and plan for the
      Company for each Financial Year.  Not less than two months prior
      to the commencement of each Financial Year during the Joint Venture Term,
      or such other time as agreed by the Parties, the financial manager shall
      submit an annual budget to the Board for its approval in accordance with
      Section 8.3.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      General Manager shall be responsible for preparing and updating the
      Business Plan on a yearly basis.

              


      

      


      
        	
                11.3

              	
                Failure to
      Agree.

              


      

      


      If the
Board is unable to agree on the annual budget submitted by the financial manager
prior to the commencement of a particular Financial Year ("Relevant Financial Year"),
the Company shall be operated in the Relevant Financial Year in accordance with
the Budget for the Financial Year immediately preceding the Relevant Financial
Year with an increase of 10% in all budgeted amounts.

       

      SECTION
12         FINANCIAL, ACCOUNTING
AND AUDITING SYSTEM

      


      
        	
                12.1

              	
                Financial and Accounting
      System.

              


      

      


      The
financial and accounting system of the Company shall be formulated and adopted
by the Board and shall be in accordance with the provisions of relevant
officially published PRC Law, the particular circumstances of the Company and,
to the extent permitted by applicable Law, those methods and principles that are
consistent with international accounting standards and the operating and
financial procedures and requirements of the Parties ("Financial and Accounting
System").  The Financial and Accounting System, and changes
thereto, shall be filed with the relevant PRC government departments for
record.

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -24-

          
            

          

        

        
          
          

        

      

      
        
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                12.2

              	
                Financial
      Year.

              


      

      


      The
financial year of the Company ("Financial Year") shall begin
on January 1 and end on December 31 of each year; provided, however, that the
first Financial Year of the Company shall commence on the Establishment Date and
end on December 31 of that calendar year and the final Financial Year of the
Company shall end on the date of dissolution of the Company.

      


      
        	
                12.3

              	
                Financial Matters and
      Reporting.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                All
      accounting vouchers, receipts, statements and account books of the Company
      shall be maintained at the Company's legal address and shall be written in
      Chinese with English language notes appended
  thereto.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company shall use the RMB as its accounting unit.  Cash, bank
      deposits and funds in other currencies, as well as outstanding claims and
      debts, gains, expenses and so forth in other currencies, shall be recorded
      in the actual currency in which they are acquired, incurred, received or
      disbursed, and converted into RMB for accounting
  purposes.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Company shall open RMB and foreign currency accounts with duly licensed
      financial institutions.  The Company may also open foreign
      currency accounts outside of the PRC in accordance with the Foreign
      Exchange Regulations.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Company shall adopt the internationally used accrual basis and debit and
      credit accounting system in the keeping of accounts and in those methods
      and principles that are permitted by applicable PRC
  Law.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Company shall prepare financial statements in accordance with the
      Financial and Accounting System approved by the Board ("PRC Financial
      Statements"). The PRC Financial Statements shall be prepared in
      Chinese and English (both language versions having the same legal validity
      and, if any controversy between two language versions, subject to the
      Chinese version), shall be true and complete and shall fairly represent
      the financial position of the Company as of the date of each such
      statement and the results of operations for the fiscal period covered
      thereby.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -25-

          
            

          

        

        
          
          

        

      

      
        
          
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reference

          

        

        
          
            

          

           

        

      

      
        	
                 
      

              	
                (f)

              	
                The
      Company shall make its best endeavor to assist Party B in preparing
      financial statements in a form acceptable under the US general accepted
      accounting principles ("GAAP Statements").  GAAP Statements
      shall be prepared in English and shall be derived from and reconciled with
      the PRC Financial Statements.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                The
      Company shall submit quarterly and annual Financial Statements to the
      Board within 20 Business Days after the last day of each calendar quarter
      or calendar year.  An annual audit of the books and statements
      of the Company shall be made by the Independent Auditor, and reports of
      the audit shall be delivered to the Board and the Parties within three (3)
      months after the last day of each calendar
year.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                The
      Company shall submit the annual PRC Financial Statements and the annual
      audit report of the Company to the finance and taxation authorities and to
      other governmental departments.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Company shall also prepare and submit monthly management accounts for the
      Company to each Party within 7 days after the end of each calendar month,
      such monthly accounts to be prepared by the financial manager in Chinese
      and English and in a form acceptable under the international accounting
      standards.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                The
      Company shall make allocations from its after-tax profits to the Three
      Funds in such amount decided by the Board in accordance with applicable
      Law.

              


      

      


      
        	
                12.4

              	
                Independent
      Auditor.

              


      

      


      The Board
shall select an Independent Auditor to audit the Financial Statements of the
Company and perform such other accounting and financial duties as required by
PRC Law and the Board.  The Independent Auditor selected by the Board
shall be a Sino-foreign joint venture accounting firm registered in the PRC
that is capable of performing accounting work meeting both PRC domestic
accounting standards and international accounting standards and the procedures
and requirements of the Parties. The initial auditor shall be selected from
among the top four international accounting firms, or other accounting firm
nominated by Party A and approved by Party B. If
the Board determines that the Independent Auditor is unable to meet such
standards, it may replace such Independent Auditor or retain another auditor, at
the Company's expense, to supplement or adjust the work of the Independent
Auditor or to perform specific accounting or auditing tasks.

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -26-

          
            

          

        

        
          
          

        

      

      
        
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                12.5

              	
                Audits by the
      Parties.

              


      

      


      Each
Party shall have the right at any time to retain independent accountants to
audit the books and records of the Company at its own expense (unless the
results of any such audit are significantly different from that conducted by the
Independent Auditor and are accepted by the Board, in which case the expense
shall be borne by the Company).  The Company shall extend full
cooperation to any such accountants and shall allow them full access to the
books and records of the Company.

      


      
        	
                12.6

              	
                Taxes.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company shall pay taxes in accordance with the relevant officially
      published PRC Law.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Parties shall apply to obtain the benefits for the Company, the Parties
      and all of their personnel of all of the applicable tax exemptions,
      reductions and preferences that are now or in the future become obtainable
      under the Law of the PRC and under any applicable treaties or
      international agreements to which the PRC may now be or may hereafter
      become a party.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      depreciation period for the fixed assets of the Company shall be decided
      by the Board and reported to the tax authorities in accordance with the
      relevant provisions of PRC Law.  If accelerated depreciation is
      desired, the Company shall apply to the relevant tax authorities for
      approval of accelerated depreciation for the assets in
      question.

              


      

       

      SECTION
13         FOREIGN
EXCHANGE

      


      
        	
                13.1

              	
                Foreign Exchange
      Matters.

              


      

      


      All
foreign exchange matters of the Company shall be handled in accordance with the
provisions of the Foreign Exchange Regulations and the relevant officially
published PRC Law.

      


      
        	
                13.2

              	
                Foreign Exchange
      Accounts.

              


      

      


      The
foreign exchange funds of the Company shall be transferable into the PRC and
deposited in the foreign exchange account or accounts established by the Company
with approved financial institutions within or outside of the PRC in accordance
with the Foreign Exchange Regulations.  All foreign exchange payments
of the Company shall be paid out of the above-mentioned foreign exchange
accounts in accordance with the Foreign Exchange Regulations after the payment
of any PRC taxes that may be applicable.  Any fees or costs (other
than taxes) relating to the remittance abroad of such payments shall be borne by
the Company.

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -27-

          
            

          

        

        
          
          

        

        
          
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      SECTION
14         PROFITS
DISTRIBUTION

      


      
        	
                14.1

              	
                Profits Distribution
      Policy.

              


      

      


      The
profits distribution policy of the Company shall be determined by the Board
According to the contribution ratio of each Party, respectively.

       

      SECTION
15         STAFF, WORKERS AND TRADE
UNION

      


      
        
          	
                  15.1

                	
                  Employment Policies of
      the Company.

                


        

      

      


      
        	
                 
      

              	
                (a)

              	
                Such
      matters as the employment, transfer, dismissal, resignation, wages,
      welfare benefits, labor insurance, labor protection and labor discipline
      of the staff and workers of the Company shall be handled according to
      applicable PRC Law.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company shall sign individual labor contracts with each of its staff and
      workers.  The form of the individual labor contract shall be
      filed with the Labor Bureau for the record if required by applicable
      Law.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Company shall have the right directly to recruit, hire and dismiss staff
      and workers.  In all cases, the Company shall employ only those
      staff and workers who are sufficiently qualified for employment, as
      determined through examinations, and staff and workers may be hired
      provisionally for a probationary
period.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      salaries and welfare and other benefits of all personnel of the Company
      shall be determined by the Board in accordance with the principles set
      forth herein.  All personnel shall receives salaries and welfare
      and other benefits from the Company commensurate with their expertise and
      experience and in accordance with the assumptions set forth in the
      Business Plan.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Company shall have the right to impose the sanctions of warnings, demerits
      and salary reductions on the staff and workers who violate the rules and
      regulations and labor discipline of the Company in accordance with the
      applicable Law of the PRC.  When the circumstances are serious,
      they may be dismissed.  The dismissal of staff and workers shall
      be reported to the local labor department for the
  record.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -28-

          
            

          

        

        
          
          

        

      

      
        
          
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                (f)

              	
                Such
      matters as the welfare benefits, bonuses, labor protection and labor
      insurance of the staff and workers shall be determined by the General
      Manager based on the recommendations of the Financial Manager according to
      the specific circumstances of the Company and with reference to relevant
      officially published PRC Law, and shall be stipulated in the individual
      labor contracts and various rules of the
  Company.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                In
      order to promote the economic strength of the Company and reward
      productivity and effective management, the Company may, consistent with
      the profitability of the Company, from time to time increase the wages of
      staff and workers and provide bonuses to any staff and workers
      commensurate with their efforts, expertise and
      experience.  Increases in wages and bonuses shall be determined
      by the Board upon the joint recommendation of the General Manager and
      the Financial Manager.

              


      

      


      
        
          	
                  15.2

                	
                  Trade
      Union.

                


        

      

      


      
        	
                 
      

              	
                (a)

              	
                For
      so long as required by PRC Law, the staff and workers of the Company shall
      have the right to establish a trade union organization and conduct trade
      union activities in accordance with applicable PRC
  Law.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      trade union of the Company shall represent the interests of the staff and
      workers.  Its tasks shall be to safeguard the rights and
      interests of the staff and workers in accordance with PRC Law, to assist
      the Company in its planning and rational utilization of its bonus and
      welfare funds, to organize staff and workers in political, professional,
      scientific and technical studies, to organize cultural and sports
      activities, and to educate the staff and workers to observe labor
      discipline and work hard to fulfill the economic tasks of the
      Company.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                For
      so long as required by applicable PRC Law, the Company shall pay each
      month an amount equal to two percent of the total amount of the actual
      wages received by the PRC staff and workers of the Company for such month
      into the Company's trade union fund for such trade union's use in
      accordance with the relevant procedures of the PRC for the management of
      trade union funds.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -29-

          
            

          

        

        
          
          

        

      

      
        
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      SECTION
16         INSURANCE

      


      
        	
                16.1

              	
                Insurance.

              


      

      


      The
insurance shall be underwritten by a insurance company incorporated in the
PRC.  The details relating to insurance shall be determined by the
Board. 

       

      SECTION
17         TERM, TERMINATION AND
LIQUIDATION

      


      
        	
                17.1

              	
                Joint Venture
      Term.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      term of operations of the Company ("Joint Venture Term")
      shall be twenty years commencing on the Establishment
  Date.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Prior
      to expiration of the Joint Venture Term, or any extension thereof, the
      Parties may agree to extend such term, subject to approval by the
      Examination and Approval Authority and the relevant requirements of
      Law.  Negotiations for such extension shall begin not later than
      one year prior to the expiration of the Joint Venture Term (or extension
      thereof) of the Company and, subject to the successful conclusion of such
      negotiations, an application for extension shall be filed with the
      Examination and Approval authority not later than six months prior to the
      expiration of the Joint Venture
Term.

              


      

      


      
        	
                17.2

              	
                Termination.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Company shall be dissolved and this Contract terminated in accordance with
      the procedures set forth in the Articles of Association, the Joint Venture
      Law and other relevant PRC Laws if any of the conditions or events set
      forth below shall occur and be
continuing:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                upon
      the motion of any Party, if the Parties agree to dissolve the
      Company;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                upon
      the motion of any Party, if the Company sustains losses significantly in
      excess of those estimated in the Budget in two consecutive years as a
      result of an Event of Force Majeure, making it impossible for the Company
      to operate;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                upon
      the motion of any Party, if any Party is unable to perform any of its
      material obligations under this Contract for six consecutive months or
      more as the result of an Event of Force
Majeure;

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -30-

          
            

          

        

        
          
          

        

      

      
        
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                (iv)

              	
                upon
      the motion of the non-breaching Party, if any PRC Party fails to perform
      any of its material obligations under this Contract or any of the
      Transaction Documents and such failure is not cured by the breaching party
      within one month of the delivery of a written notice stating specifically
      the manner in which the breaching Party has failed to perform and if, in
      the reasonable opinion of the non-breaching Party, such non-performance
      defeats the economic objectives of this Contract and of the establishment
      of the Company or creates a material risk of loss to the non-breaching
      Party or the Company, or materially and adversely affects the value of the
      non-breaching Party's interest in the
Company;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                upon
      the motion of any affected Party, if any government authority having
      authority over the Company requires any provision of this Contract or any
      of the Transaction Documents to be revised in such a way as to cause
      significant adverse consequences to the Company or any
    Party;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                upon
      the motion of any Party, if either of the conditions set forth below fail
      to be fulfilled within 120 days after the execution date of this
      Contractor at any time thereafter;

              


      

      


      
        
          	
                	
                  (1)

                	
                  all
      of the Transaction Documents have been signed by the parties thereto and
      have become effective in accordance with the provisions
      thereof;

                


        

      

      


      
        
          	
                	
                  (2)

                	
                  the
      Company has received and obtained all Approvals which are required for the
      Company to perform the business activities contemplated by this
      Contract;

                


        

      

      


      
        	
                 
      

              	
                (vii)

              	
                upon
      the motion of any of the non-bankrupt Parties, if a Party  becomes
      bankrupt, is the subject of proceedings for liquidation or dissolution,
      ceases to carry on business or becomes unable to pay its debts as they
      become due.

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                upon
      the business license not being issued within 130 days after the execution
      date of this Contract 

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Upon
      the motion of a Party to dissolve the Company pursuant to Section 17.2(a),
      the Parties shall cause their representatives on the Board to unanimously
      adopt a resolution to dissolve the Company.  The Board shall
      apply to the Examination and Approval Authority for approval of such
      dissolution.

              


      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -31-

          
            

          

        

        
          
          

        

      

      
        
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                (c)

              	
                After
      the Board resolves to dissolve the Company, the Company and the Parties
      shall take all reasonable steps to accomplish such dissolution in
      accordance with relevant, officially published and publicly available
      Laws.

              


      

       

      SECTION
18         LIQUIDATION
PROCEDURES

      


      
        	
                18.1

              	
                Liquidation of the
      Company.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Upon
      the adoption by the Board of a motion to dissolve the Company, the Board
      shall immediately take steps to dissolve the Company and liquidate its
      assets in accordance with the then applicable PRC Law and the provisions
      of this Contract and the Articles of
  Association.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the termination of the Company results from its merger, consolidation or
      other business combination with another Person, the Assets and liabilities
      of the Company shall be transferred, assumed and valued as provided in the
      contractual arrangements with respect to such merger, consolidation or
      other business combination and applicable PRC
  Laws.

              


      

      


      
        	
                18.2

              	
                Liquidation
      Committee.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Upon
      the early termination of the Company, the Board shall formulate
      liquidation procedures and principles, publish an announcement of the
      liquidation in accordance with relevant regulations, provide written
      notice of the liquidation to creditors of the Company and establish a
      liquidation committee ("Liquidation
      Committee").  The Liquidation Committee shall be composed
      of five members. Party A shall have the right to appoint
      two members and Party B shall have the right to appoint
      three members of the Liquidation Committee.  Within ten
      Business Days after the Board adopts a motion to dissolve the Company,
      each Party shall deliver a notice to the other Parties stating the names
      of the members that it has appointed to the Liquidation Committee pursuant
      to its right set forth in this Section 18.2(a) and shall attach to such
      notice documentation evidencing that each such member has consented to
      serve on the Liquidation Committee.  If any Party ("Non-Appointing Party")
      fails to deliver such notice within such ten Business Day period, then
      such Party shall forfeit its right to appoint any members to serve on the
      Liquidation Committee and each Party that has delivered such a notice
      shall have a proportional right to appoint the remaining members to the
      Liquidation Committee such that the total number of members shall equal
      five.  Each member shall have one vote.  A quorum for
      convening a meeting of the Liquidation Committee shall be five
      members.  If such quorum is not present within one hour after
      the time appointed for the commencement of the meeting, the meeting shall
      be adjourned to such place and time (which is at least ten days later or
      such earlier date as shall be agreed by all of the members of the
      Liquidation Committee) as the members who did attend shall
      decide.  If a quorum is not present within one hour after the
      time appointed for such adjourned meeting, any number of members of the
      Liquidation Committee shall constitute a quorum.  All decisions
      of the Liquidation Committee shall be adopted by simple majority
      vote.  The Company shall deliver to each member of the
      Liquidation Committee written notice of each meeting of the Liquidation
      Committee at least ten Business Days prior to the date of such meeting or
      such shorter period as agreed by all of the members of the Liquidation
      Committee.

              


      

       

      
        
          
            
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                (b)

              	
                The
      tasks of the Liquidation Committee shall be to conduct a thorough survey
      of the property, claims and debts of the Company, draw up a balance sheet
      and inventory of assets, propose a basis for the valuation of the Company
      and formulate a liquidation plan, all of which shall be implemented after
      it has been submitted to and adopted by the Board and shall also be
      submitted to the Examination and Approval Authority for the
      record.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                During
      the period of liquidation, the Liquidation Committee shall represent the
      Company in any legal proceeding.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      liquidation expenses and the remuneration to the members of the
      Liquidation Committee shall be paid with priority from the existing assets
      of the Company. The remaining proceeds shall be paid in the following
      order: (i) wages and labor insurance fees of the staff and workers, (ii)
      state taxes, and (iii) other liabilities, and (iv) to the Parties in
      accordance with the principle in 18.2
(e).

              


      

      


      
        	
                 
      

              	
                (e)

              	
                If
      the Parties decide to liquidate the Company in accordance with this
      Contract, after the statutory expenses and all the unpaid debts to the
      third parties are paid, any remaining proceedings shall be distributed in
      a pro rata basis in accordance with the shareholding percentages of the
      Parties..

              


      

      
        	
                 
      

              	 


      

      
        	
                 
      

              	
                (f)

              	
                After
      the liquidation of the Company is completed, the Liquidation Committee
      shall promptly submit a report thereon to a meeting of the Board for
      approval and submission to the Examination and Approval Authority for the
      record.  The Liquidation Committee shall then carry out the
      procedures for turning in the Company's business license and canceling its
      registration at SAIC, and at the same time, make a public announcement of
      such actions.

              


      

      


      
        
          
            
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      SECTION
19         AMENDMENT AND
MODIFICATION OF THE CONTRACT

      


      
        	
                19.1

              	
                Amendment.

              


      

      


      Amendments
to this Contract must be made by a written agreement signed by each Party in
both Chinese texts, and shall be submitted to the Examination and Approval
Authority for approval before they can become effective.

      


      
        	
                19.2

              	
                Changes in
      Law.

              


      

      


      If, after
the date this Contract is signed, any central or local government organ of the
PRC makes any change in any provision of any PRC Law, including amendment,
supplementation or repeal of an existing Law, or introduction of a different
interpretation or method of implementation of an existing Law (each, a "Change"), or promulgates a new
Law (each, a "New
Provision"), the following shall apply:

      


      
        	
                 
      

              	
                (a)

              	
                If
      a Change or a New Provision is more favorable to the Company or any of the
      Parties than the relevant Law in effect on the date this Contract was
      signed (and the other Party is not materially and adversely affected
      thereby), the Company and the Parties shall promptly apply to receive the
      benefits of such Change or New Provision.  The Company and the
      Parties shall use their best efforts to cause such application to be
      approved.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If,
      after the Approval Date and because of such Change or New Provision, the
      economic benefits of the Company or of any Party under this Contract are
      materially and adversely affected, directly or indirectly, then this
      Contract shall continue to be implemented in accordance with its original
      terms.  If the adverse effect on the Company's or on any Party's
      economic interests cannot be resolved pursuant hereto, upon notice by the
      affected Party to the other Party, the Parties shall consult promptly and
      make all such amendments to this Contract as are required to maintain the
      affected Party's economic benefits hereunder provided that such amendments
      shall be made without prejudicing the other party, or at least by
      equitably adjusting the benefits for each
Party.

              


      

       

      
        
          
            
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      SECTION 20         LIABILITY
FOR BREACH OF CONTRACT

      


      
        	
                20.1

              	
                Breach of
      Contract.

              


      

      


      Subject
to the provisions of this Section 20, a Party shall be in breach of this
Contract (a) if it fails to perform, or suspends its performance of, its
obligations under this Contract, and if it does not commence correction of such
failure within 30 days, and complete such correction within 60 days, of receipt
of written notice thereof from any other Party or the Company, which notice must
specify the nature of the alleged breach in reasonable detail; or (b) if any of
the representations and warranties made by such Party is untrue or inaccurate in
any material respects.

      


      
        	
                20.2

              	
                Liability for Breach
      of Contract.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                If
      the Company or a Party suffers any cost, liability or loss, including lost
      profits of the Company but not including any other consequential losses of
      whatsoever nature, as a result of a breach of this Contract by any Party,
      the Party in breach shall indemnify and hold the Company and the
      non-breaching Party or Parties harmless in respect of any such cost,
      liability or loss, including interest paid or lost as a result thereof and
      attorneys' fees.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Without
      limiting the generality of the foregoing, each Party ("Indemnifying Party")
      shall indemnify, defend and hold harmless the other Party and the Company
      ("Indemnified
      Party") from and against all claims, losses, liabilities, damages,
      deficiencies, judgments, assessments, fines, settlements, costs or
      expenses (including interest, penalties and fees, loss of profits by the
      Company, expenses and disbursements of attorneys, experts, personnel and
      consultants incurred by any Indemnified Party in any action or proceeding
      between the Indemnifying Party and any Indemnified Party or between any
      Indemnified Party and any third party, or otherwise) based upon, arising
      out of, relating to or otherwise in respect of any inaccuracy in or any
      breach of any representation, warranty, covenant or agreement of the
      Indemnifying Party contained in this Contract or in any documents or other
      evidence delivered by the Indemnifying Party pursuant to this
      Contract.

              


      

       

      
        
          
            
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      SECTION
21         FORCE
MAJEURE

      


      
        	
                21.1

              	
                Occurrence and
      Consequences of an Event of Force Majeure.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                A
      Party that cannot perform its obligations under this Contract ("Hindered Party") in full
      or in part as a direct result of an Event of Force
      Majeure, shall not be deemed to be in breach of this Contract if
      all of the following conditions are
met:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Event of Force Majeure was the direct cause of the stoppage, impediment or
      delay encountered by the Hindered Party in performing its obligations
      under this Contract;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Hindered Party used its best efforts to perform its obligations under this
      Contract and to reduce the losses to the other Party or to the Company
      arising from the Event of Force Majeure;
and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                at
      the time of the occurrence of the Event of Force Majeure, the Hindered
      Party informed the other Party and the Company, providing written
      information on such event within ten Business Days of its occurrence,
      including a statement of the reasons for the delay in implementing or
      partially implementing this
Contract.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      an Event of Force Majeure shall occur, the Parties shall discuss and
      decide whether this Contract should be amended in light of the impact of
      the event upon the implementation hereof, and whether the Hindered Party
      should be partially or fully freed from its obligations
      hereunder.

              


      

       

      SECTION
22         GOVERNING LAW AND
DISPUTE RESOLUTION

      


      
        	
                22.1

              	
                Governing
      Law.

              


      

      


      The
formation, validity, interpretation, execution, amendment and termination of and
settlement of disputes under this Contract shall all be governed by the
officially published and publicly available Laws of the PRC.  When the
officially published and publicly available Laws of the PRC do not cover a
certain matter, international legal principles and practices shall be referred
to.

      


      
        	
                22.2

              	
                Dispute
      Resolution.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      Dispute shall be resolved through friendly consultation.  Such
      consultation shall begin immediately after one Party has delivered to the
      other Party a written request for such consultation stating specifically
      the nature of the Dispute.  If within 30 days following the date
      on which such notice is delivered the Dispute cannot be resolved, the
      Dispute shall be referred to, and finally resolved by, arbitration upon
      the request of any Party with notice to the other
  Party.

              


      

       

      
        
          
            
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                (b)

              	
                The
      arbitration shall be conducted in Beijing under the auspices of China
      International Economic Trade Arbitration Commission and in accordance with
      its currently effective rules.  However, if such rules are in
      conflict with the provisions of this Section 22, the provisions of this
      Section 22 shall prevail. 

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      arbitral award shall be final and binding upon the
  Parties.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                In
      order to preserve its rights and remedies, any Party shall be entitled to
      seek preservation of property in accordance with Law from any court of
      competent jurisdiction or from the arbitration tribunal pending the final
      decision or award of the arbitration tribunal.  During the
      period when the Dispute is being resolved, except for the matters being
      disputed, the Parties shall in all other respects continue their
      implementation of this Contract.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Each
      Party irrevocably consents to the service of process, notices or other
      papers in connection with or in any way arising from the arbitration or
      the enforcement of any arbitral award, by use of any of the methods and to
      the addresses set forth for the giving of notices in Section
      24.5.  Nothing contained herein shall affect the right of any
      Party to serve such processes, notices or other papers in any other manner
      permitted by applicable Law.

              


      

       

      SECTION
23         REPRESENTATIONS AND
WARRANTIES

      


      
        	
                23.1

              	
                Representations and
      Warranties of the Parties.

              


      

      


      Each
Party represents and warrants to the other Party, with respect to itself, on the
signing date of this Contract, as follows:

      


      
        	
                 
      

              	
                (a)

              	
                Such
      Party is a legal entity duly organized, validly existing and in good
      standing under the laws of the PRC, in the case of Party A, and under the
      laws of HK, in the case of Party B, and has the corresponding power
      and lawful authority to own or possess, lease and operate its assets and
      to carry on its business as now being and as previously
      conducted.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Such
      Party has the full legal right, power and authority required to enter into
      this Contract and to perform fully its obligations
      hereunder.  This Contract has been duly authorized, executed and
      delivered by each Party and, assuming the due authorization, execution and
      delivery by the other Party and approval by the Examination and Approval
      Authority, constitutes the valid and binding obligation of each Party
      enforceable against it in accordance with its
  terms.

              


      

       

      
        
          
            
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                (c)

              	
                Except
      for the requirements for the obtaining of a Foreign Investment Enterprise
      Approval Certificate and issuance of the Business License and as otherwise
      set forth in this Contract, no filings with, notices to, or license,
      permits, consents, authorizations, qualifications, orders or other
      approvals of any governmental body or any other Person are necessary to be
      obtained by such Party for its execution, delivery and performance of this
      Contract or for the establishment of the
  Company.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Such
      Party is, has been and will continue to be in compliance with all
      applicable Law of its home jurisdiction and does not know of any
      circumstances that would be a breach of such
  Law.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Neither
      the execution of this Contract, nor the performance of such Party's
      obligations hereunder, will conflict with, or result in a breach of, or
      constitute a default under, any provision of the memorandum and articles
      of association, business license or by-laws of such Party, as the case may
      be, or any law, rule, regulation, authorization or approval of any
      government agency or body, or of any contract or agreement to which such
      Party is a party or is subject (including, in the case of Party B,
      contracts existing on the date of this Contract relating to Party
      B' other investments in the
PRC).

              


      

      


      
        	
                 
      

              	
                (f)

              	
                As
      of the date of this Contract, there is no lawsuit, arbitration or legal,
      administrative or other proceeding or governmental investigation pending
      or, to the best knowledge of such Party, threatened against such Party and
      the performance of this Contract with respect to the subject matter of
      this Contract or that would affect in any way such Party's ability to
      enter into or perform this
Contract.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                All
      documents, statements and information of or derived from any governmental
      body in the possession of such Party relating to the transactions
      contemplated in this Contract have been disclosed to the other Party, and
      no document previously provided by such Party to any other Party contains
      the untrue statement of material fact or omits to state any material fact
      necessary in order to make the statements contained therein not
      misleading.

              


      

       

      
        
          
            
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                23.2

              	
                Party A further
      represents and covenants to Party B that:
  

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Assets free from any encumbrance;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      third party, court, government agency or arbitration institution have
      proposed any pending litigation, third party claim, order or investigation
      relating to the Assets or Business which may threaten the cooperation
      between the Parties;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Party
      A have lawfully obtained all the consent or permit (“Governmental
      Authority” including the items as listed in Appendix 3) as required by PRC
      Law from the competent authority for its duly establishment, existing and
      operation, and such Governmental Authority is fully
    effective.

              


      

      


      
        
          	
                  23.3 

                	
                  Party B further represents
      and covenants to Party A
that:

                


        

      

      


      
        The
capital source of Party B is lawful, which will not cause any losses to Party
A.

      

       

      SECTION
24         EFFECTIVENESS OF THE
CONTRACT AND MISCELLANEOUS

      


      
        	
                24.1

              	
                Articles of
      Association.  The Articles of Association have been
      concluded in accordance with the various principles stipulated in, and in
      the form attached to, this Contract and are an integral part of this
      Contract.

              


      

      


      
        	
                24.2

              	
                Approval of Contract
      and Articles of Association.  This Contract and the
      Articles of Association shall be submitted to the Examination and Approval
      Authority and shall come into force on the Approval
  Date.

              


      

      


      
        	
                24.3

              	
                Survival.  The
      agreements of the Party contained in Section 7, 20, 22, and this Section
      24.3shall continue to survive after the expiration or termination of this
      Contract and the dissolution of the
Company.

              


      

      


      
        	
                24.4

              	
                Language.  This
      Contract is written in Chinese in six
  counterparts.

              


      

      


      
        	
                24.5

              	
                Notices.  Each
      notice, demand or other communication given, delivered or made under this
      Contract shall be in writing and delivered or sent to the relevant Party
      or Parties at the address or fax number set out below (or such other
      address or fax number as the addressee has by ten days' prior written
      notice specified to the other
Party).

              


      

      


      
        
          	
                  If
      to the Party A: Kunming Television
      Station

                
	 
      	 
      
	
                  Attention:

                	
                  Mr.
      Lv Yongping

                
	
                  Telephone
      Number:

                	
                  (86)-0351-8302574

                
	
                  Fax:

                	
                  (86)-0351-4042780

                
	
                  Address:

                	
                  No.
      198, Danxia Road, Kunming City, Yunnan Province;

                
	 
      	 
      
	
                  If
      to Party B: 广告网络有限公司 (Advertising
      Networks
  Limited)

                
	 
      	 
      
	
                  Attention:

                	
                  Mr.
      Li Shuangqing

                
	
                  Telephone
      Number:

                	
                  (86)-010-84549851

                
	
                  Fax:

                	
                  (86)-010-84477246

                
	
                  Address:

                	
                  Suite
      A-16E, Oriental Kenzo, No. 48,

                
	 
      	
                  Dongzhimenwai
      Avenue, Dongcheng District,
Beijing.

                


        

      

       

      
        
          
            
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      Each
notice, demand or other communication to be given, delivered or made pursuant to
this Section 24.5 shall be deemed so given, delivered or made (i) if sent by
registered or certified mail within one country on the third Business Day after
such notice, demand or communication, addressed as above provided, is delivered
to a post office and a receipt therefor is issued thereby, (ii) if sent by
registered or certified mail to another country on the tenth Business Day after
such notice, demand or communication, addressed as above provided, is delivered
to a post office and a receipt therefor is issued thereby, (iii) if sent by
courier or personnel delivery, when such notice, demand or communication is
delivered to the appropriate address as above provided, and (iv) if sent by
facsimile, when such notice, demand or communication is transmitted to the
appropriate facsimile number as above provided and the relevant report for the
successful transmission is given.

      


      
        	
                24.6

              	
                Severability.  In
      the event any one or more of the provisions contained in this Contract
      should be held under any applicable Law to be invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the remaining provisions contained herein shall not in any way be affected
      or impaired thereby.  The Parties shall endeavor in good-faith
      negotiations to replace the invalid, illegal or unenforceable provisions
      with valid provisions, the economic effect of which comes as close as
      possible to that of the invalid, illegal or unenforceable
      provisions.

              


      

      


      
        	
                24.7

              	
                Waiver.  No
      waiver of any provision of this Contract shall be effective unless set
      forth in a written instrument signed by the Party waiving such
      provision.  No failure or delay by a Party in executing any
      right, power or remedy under this Contract shall operate as a waiver
      thereof, nor shall any single or partial exercise of the same preclude any
      further exercise thereof or the exercise of any other right, power or
      remedy.  Without limiting the foregoing, no waiver by a Party of
      any breach by any other Party of any provision hereof shall be deemed to
      be a waiver of any subsequent breach of that or any other provision
      hereof.

              


      

       

      
        
          
            
              
                
                  Equity
Joint Venture Contract

                

              

            

            
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                24.8

              	
                Interpretation.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                "Include,"
      "including," "are inclusive of" and similar expressions are not
      expressions of limitation and shall be construed as if followed by the
      words "without limitation."

              


      

      


      
        	
                 
      

              	
                (b)

              	
                References
      to any government ministry, agency, department or authority shall be
      construed as references to the duly appointed successor ministry, agency,
      department or authority of such ministry, agency, department or authority
      where the context permits.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      reference in this Contract to a document "in the agreed form" is to a
      document agreed by the Parties and initialed by them for
      identification purposes as of the date of this
  Contract.

              


      

       

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      IN
WITNESS WHEREOF, the Parties have caused their respective representatives to
execute this Contract as of the date first above written.

       

      
        
          	 	Kunming Television
      Station 

                   

                  (Company
      Seal)

                	 
	 	 	 
	 	 	 	 
	 	
                  By:
      

                	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


        

      

       

      
         

        
          
            	 	
                    (Advertising
      Networks Limited)

                  	 
	 	 	 
	 	 	 	 
	 	
                    By:
      

                  	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


          

        

      

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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      APPENDIX
1

      


      ARTICLES OF
ASSOCIATION

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
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      APPENDIX
2

      


      LIST OF CONTRIBUTED
ASSETS

       

      
        
          
            
              Equity
Joint Venture Contract

            

          

        

        
          -44-