Exhibit
10.19


      

       

      


      


      
        
          

        



      


      


      


      Asset
Transfer Agreement

      


      


       

      


      
        
          

        



      


      


      


      between

      


      Kunming
Television Station

      


      and

      


      Kunming
Taishi Information Cartoon Co., Ltd.

      


      


      


      


      


      


      


      May
2008

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Table of
Contents

       

      
        
          	
                  Articles

                	 	Pages
	 	 	 	 
	
                  Article

                	
                  1

                	
                      Definitions and
      Interpretations

                	
                  2

                
	
                  Article

                	
                  2

                	
                      Sale and
      Purchase

                	
                  4

                
	
                  Article

                	
                  3

                	
                      Assets to be
      Transferred

                	
                  6

                
	
                  Article

                	
                  4

                	
                      Transferor’s Representations and
      Warranties

                	
                  7

                
	
                  Article

                	
                  5

                	
                      Transferor’s
      Undertaking

                	
                  8

                
	
                  Article

                	
                  6

                	
                      Mutual Representations and
      Warranties

                	
                  8

                
	
                  Article

                	
                  7

                	
                      Events of
      Breach

                	
                  9

                
	
                  Article

                	
                  8

                	
                      Force
    Majeure

                	
                  9

                
	
                  Article

                	
                  9

                	
                      Termination

                	
                  10

                
	
                  Article

                	
                  10

                	
                      Confidentiality

                	
                  11

                
	
                  Article

                	
                  11

                	
                      Governing Law and Dispute
      Resolution

                	
                  12

                
	
                  Article

                	
                  12

                	
                      Notices

                	
                  12

                
	
                  Article

                	
                  13

                	
                      Miscellaneous

                	
                  13

                
	 	 	 	 
	
                  Appendix

                	 	 	 
	 	 	 	 
	
                  Appendix

                	 	
                  List
      of Assets

                	 


        

        


         

      

      
        
          
            Asset
Transfer Agreement

          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      This Asset Transfer Agreement
(Agreement) is entered
into on [•] 2008 in Kunming, Yunnan Province, People's Republic of China (PRC)

      


      by
and between

      


      
        	
                (1)

              	
                Kunming Television Station
      (Transferor), a PRC
      television station with its registered address at No. 198, Danxia Avenue,
      Kunming City, Yunnan Province, PRC

              


      

      


      and

      


      
        	
                (2)

              	
                Kunming Taishi Information
      Cartoon Co., Ltd. (Transferee), a company
      established under PRC Law (as defined below) with its registered address
      at [•], whose
      legal representative is [•].

              


      

      


      (Individually
a Party and collectively
the Parties).

      


      WHEREAS

      


      The
Transferor desires to sell to the Transferee, and the Transferee agrees to
purchase from the Transferor, the assets of Transferor related to the operation
of Business (as defined below).

      


      NOW, THEREFORE, the Parties
have agreed as follows:

      
      

       

      
        	
                 
      

              	
                Article
      1 Definitions
      and Interpretations

              


      

      


      
        	
                1.1

              	
                Definitions. Unless
      otherwise stipulated herein, the following terms shall have the meaning
      set forth below:

              


      

      


      
        	
                Assets

                 

              	
                means
      any assets transferred by the Transferor to the Transferee as set forth in
      Appendix ;

                 

              
	
                Business

              	
                means
      the advertising business that is operated by Transferor;

                 

              
	
                Business
      Contracts

                 

              	
                means
      the agreements that relate to the Business;

                 

              
	
                Force
      Majeure

              	
                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 Agreement by any
Party;

              


      

       

      
        
          
            Asset
Transfer Agreement

          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      
        	
                Government
      Authority

                 

                 

              	
                the
      competent government departments and authorities of the jurisdictions
      where the Assets  are located;

                 

              
	
                PRC
      Law

              	
                all
      laws and legislation of the PRC that are in effect, including laws,
      regulations, decrees and orders of government agencies and other documents
      of a legislative, administrative or judicial nature;

                 

              
	
                RMB

              	
                Renminbi,
      the legal currency of the PRC;

                 

              
	
                Tax

              	
                all
      forms of taxation, including, without limitation, enterprise income tax,
      business tax, value-added tax, stamp duty and individual income tax levied
      by the PRC tax authorities pursuant to PRC Law, as well as any penalty,
      surcharge or fine in connection therewith;

                 

              
	
                Trade
      Secret

              	
                any
      information relating to this Agreement, the Transferor or the Transferee,
      including, without limitation, any information regarding costs,
      technologies, financial contracts, future business plans and any other
      information deemed by the Parties to be confidential, and which is unknown
      by the public, has practical value and is of economic benefit to
      the  Parties; and

                 

              
	
                Transaction

                Documents

              	
                all
      documents that are required to be signing under PRC Law in order to
      complete the transactions contemplated under this Agreement.

                 

              
	
                Working
      Day

              	
                any
      business day of commercial banks in the territory of the
    PRC.

              


      

      


      
        	
                1.2

              	
                Headings.  All
      headings used herein are for reference purposes only and do not affect the
      meaning or interpretation of any provision
  hereof.

              


      

      


      
        	
                1.3

              	
                Appendices.  Any
      reference herein to an Article or Appendix is to an article or appendix of
      this Agreement.

              


      

      


      
        	
                1.4

              	
                Other
      References.  Unless otherwise indicated, a reference
      herein to a day, month or year is to a calendar day, month or
      year.

              


      

      


      
        	 	
                Article 2 
      Sale and
      Purchase

              


      

      


      
        	
                2.1

              	
                Assets
      Appraisal.  The Transferor shall, at its sole expense,
      hire a qualified appraisal agent to conduct the appraisal on the Assets.
      Such appraisal shall be completed no later than 1 March 2008 by the
      Transferor.

              


      

      


      
        	
                2.2

              	
                Purchase Price. There
      are no encumbrances on the Assets that the Transferor shall sell to the
      Transferee. The consideration of such Assets transfer shall be in total
      amount of RMB 150 million in cash (Purchase
      Price).

              


      

      


      
        	
                2.3

              	
                Assets
      Transfer.

              


      

      


      
        	
                 
      

              	
                2.3.1

              	
                The
      Assets shall be subject to a one-time
transfer.

              


      

      


      
        	
                 
      

              	
                2.3.2

              	
                The
      Transferor shall assist the Transferee in obtaining any and all prior
      approvals, consents and (or) certificates, and shall make any and all
      filings necessary for the transfer of Assets under PRC Law, which shall
      include without limitation the approvals from or filings with the relevant
      state-owned assets administration authorities, commerce departments,
      administrative departments for industry and commerce and foreign exchange
      administrative departments.

              


      

      


      
        	
                2.4

              	
                Payment
      Method.

              


      

      


      
        	
                 
      

              	
                2.4.1

              	
                Initial Payment and
      Conditions.

              


      

      


      As the
consideration for the Assets transfer, the Transferee shall pay 50% of Purchase
Price within 7 working days of the date of the satisfaction, or waiver by the
Transferee in writing, of the following conditions:

      


      
        	
                 
      

              	
                2.4.1.1

              	
                all
      initial contributed assets have been fully transferred by the Transferor
      to the Transferee in accordance with the relevant
    agreements;

              


      

      


      
        	
                 
      

              	
                2.4.1.2

              	
                the
      advertising company (Advertising Co), jointly
      established by the Transferor and the affiliate of Transferee, has been
      incorporated;

              


      

      


      
        	
                 
      

              	
                2.4.1.3

              	
                the
      exclusive cooperation agreement, satisfactory to the Parties in both
      substance and form, has been executed by the Transferor and the
      Transferee;

              


      

      


      
        	
                 
      

              	
                2.4.1.4

              	
                the
      exclusive service agreement, satisfactory to the Parties in both substance
      and form, has been executed by the Advertising Co and the Transferee;
      and

              


      

       

      
        
          
            Asset
Transfer Agreement

          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                2.4.1.5

              	
                the
      Transferor undertakes not to -

              


      

      


      
        	
                 
      

              	
                (a)

              	
                create
      or permit to arise any lien, encumbrance, pledge, mortgage or any security
      or other third party right or interest on or in respect of any of the
      Assets or grant or issue, or agree to grant or issue, any
      guarantee;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                enter
      into any transaction or arrangement with respect to the
      Assets;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                enter
      into any agreements or materially modify or terminate any agreements
      related to the Business; or depart from the ordinary course of Transferor
      or the Transferee’s daily business operations in any
  form;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                increase
      or agree to increase the remuneration (including bonuses, commissions and
      benefits in kind) of any of the members of the board of directors or
      employees of the Transferee, or provide or agree to provide any gratuitous
      payment or benefit to any such person or any of their dependents;
      and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                enter
      into any agreement or arrangement to, or grant any power of attorney or
      otherwise authorize any other person to do any of the
    above.

              


      

      


      
        	
                 
      

              	
                2.4.1.6

              	
                the
      Transferor and the Transferee shall jointly endeavor to obtain any and all
      necessary governmental consent, permit or authorization in relation to the
      execution, delivery or implementation hereof, or to make any and all
      necessary applications for, filing and registration
      with  government
agencies.

              


      

      


      
        	
                 
      

              	
                2.4.1.7

              	
                any
      other conditions agreed upon by the Parties in the Transaction
      Documents.

              


      

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                2.4.2

              	
                Remaining Purchase Price
      Payment.

              


      

      


      The
remaining balance of the Purchase Price shall be paid within 12 months of the
initial payment, and shall occur subject to the satisfaction, or waiver by the
Transferee in writing, of the following conditions:

      


      
        	
                 
      

              	
                2.4.2.1

              	
                the
      Transferor shall, at its sole expense, ensure that any applicable annual
      inspection and (or) renewal of governmental authorizations are duly and
      timely made, and all governmental authorizations remain in full force and
      effect in accordance with the terms of the exclusive cooperation agreement
      and exclusive service agreement;

              


      

      


      
        	
                 
      

              	
                2.4.2.2

              	
                the
      Transferor shall use its best efforts to ensure that the Transferee and
      Advertising Co obtain the governmental authorizations necessary for the
      operation of the Business;

              


      

      


      
        	
                 
      

              	
                2.4.2.3

              	
                the
      Transferor agrees to use its best commercial efforts to continue operating
      the Business; and

              


      

      


      
        	
                 
      

              	
                2.4.2.4

              	
                all
      other conditions that are agreed to by the Parties in the Transaction
      Documents.

              


      

      


      
        
          	
                  2.5 

                	
                  Offset Right.
      Notwithstanding any provisions to the contrary, if the Transferor
      shall pay the Transferee the damage penalty for breach of contract in
      accordance with the provisions of Article 7 of this Agreement, the
      Transferee shall have the right to offset the Purchase Price by the damage
      penalty for breach of
contract.

                


        

      

      


      The
Transferee has the right to deduct any amounts paid pursuant to the Assets
transfer, provided that the deduction shall be consistent with the due payment
of the Transferor. However, the transferee shall not have the right of offset in
the event of late payment of the Purchase Price.

      


      
        
          	
                  2.6 

                	
                  Continuous Transfer of Assets.
      Upon the expiry of 2 years from the date of establishment of the
      Transferee, the Transferor will continuously transfer assets to the
      Transferee and the Transferee shall continuously purchase such assets,
      provided that such purchased assets are necessary for the operational
      activities of the Transferee and that such purchases are in accordance
      with the Asset Transfer Agreement concluded separately by the
      Parties.

                


        

      

      


      
        
          	
                   

                	
                  Article
      3  Assets to be
      Transferred

                


        

      

      


      
        	
                3.1

              	
                Ownership.  The
      ownership of and title to the Assets to be transferred shall pass to the
      Transferee upon delivery of the Assets to be Transferred in accordance
      with Article 3.2 and the full payment of the consideration therefor by
      Party B.

              


      

       

      
        
          
            Asset
Transfer Agreement

          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      
        	
                3.2

              	
                Delivery and
      Acceptance.  Unless otherwise stipulated by law or agreed
      by the Parties, the Transferor shall, at its own expense, deliver the
      Assets to be transferred to the Transferee at the location, at any time
      and in the manner specified by the Transferee in writing.  The
      delivery shall not be deemed to have occurred until Transferee has
      reviewed and accepted, at its sole discretion, the Assets, and the Parties
      have fulfilled the formalities in respect of delivery and acceptance
      thereof.

              


      

      


      
        	
                3.3

              	
                Use.   The
      Transferor is entitled to continue using the Assets for the purpose of the
      Business for no consideration other than liability for loss or damage (if
      any), in accordance with Article
3.4.

              


      

      


      
        	
                3.4

              	
                Maintenance.  Until
      the Assets are delivered to the Transferee, the Transferor shall be
      responsible for the custody and maintenance of the
  Assets.

              


      

      


      
        
          	
                   

                	
                  Article
      4  Transferor’s
      Representations and
Warranties

                


        

      

      


      
        	
                4.1

              	
                Ownership of Assets.  The
      Transferor shall ensure that the Assets are free of any encumbrances, and
      the Transferor is entitled to freely dispose of the
  Assets.

              


      

      


      
        	
                4.2

              	
                Condition of
      Assets.  The Assets are in good and serviceable condition
      (subject to normal wear and tear where applicable) and are generally
      suitable for their intended
purposes.

              


      

      


      
        	
                4.3

              	
                Intellectual Property
      Right. The Assets are not in the situation of infringing upon the
      intellectual property rights and legal rights of any third
      person.

              


      

      


      
        	
                4.4

              	
                Necessary Assets. 
      The Assets as listed in Appendix  represent the Assets necessary
      for the operation or promotion of the
Business.

              


      

      


      
        	
                4.5

              	
                Disputes.  The
      Transferor is not aware of any pending or threatened civil or criminal
      claims, prosecutions, lawsuits, investigations or other proceedings
      against the Transferor, which may affect this Agreement; nor is the
      Transferor aware of any contractual provisions or executable court rulings
      or injunctions that may be binding upon or affect the Transferor’ property
      and that may affect this Agreement, including any intellectual property;
      the Transferor’ execution and performance of this Agreement, and the
      Transferee’s implementation or exercise  of any right under this
      Agreement, does not violate any mortgage rights, contracts, rulings,
      decrees or laws that are binding upon  the Transferor or the
      Parties’ assets.

              


      

       

      
        
          
            
              Asset
Transfer Agreement

            

          

          
            -6-

            
              

            

          

          
            
            

          

        

         

        
          	
                  4.6 

                	
                  Others.

                


        

      

      


      The
Transferor has obtained any and all written approvals of any third party for the
execution, delivery and performance of this Agreement and said transactions set
forth in this Agreement.

      


      
        
          	
                   

                	
                  Article
      5  Transferor’s
      Undertaking

                


        

      

      


      
        	
                5.1

              	
                Reasonable
      Assistance.  The Transferor will provide such assistance
      as may be requested by the Transferee from time to
  time.

              


      

      


      
        	
                5.2

              	
                Registration. If the
      transfer of any assets must be registered with a Government Authority, the
      Transferor shall submit to such Government Authority all the registration
      documents and take all reasonable actions needed for such transfer before
      the delivery.

              


      

      


      
        	
                5.3

              	
                Indemnity.  The
      Transferor shall indemnify the Transferee against any and all damages and
      losses sustained by the Transferee that result from any third party action
      against any or all of the Transferor or the Transferee which result or
      arise from any activities involving any of the Transferors that occurred
      prior to or on the delivery.

              


      

      


      
        
          	
                   

                	
                  Article
      6  Mutual Representations
      and Warranties

                


        

      

      


      The
Transferor represents and warrants to the Transferee, and the Transferee
represents and warrants to the Transferor the following:

      


      
        	
                6.1

              	
                It
      is an independent legal entity formally established at its place of
      incorporation, and has obtained all government approvals and registrations
      necessary for its existence, which approvals and registrations are
      continuing and effective and it has sufficient authority to conduct its
      business in accordance with its business license, approval certificate,
      articles of association or similar corporate
  documents.

              


      

      


      
        	
                6.2

              	
                It
      is fully authorized to sign this Agreement and to fulfill its obligations
      hereunder.

              


      

      


      
        	
                6.3

              	
                Its
      signing of this Agreement and performance of any of its obligations
      hereunder will not violate:

              


      

      


      
        
          	
                	
                  6.3.1

                	
                  its
      business license, business registration, articles of association or
      similar corporate documents;

                


        

      

      


      
        
          	
                	
                  6.3.2

                	
                  any
      applicable laws or regulations, or the conditions attached to any
      authorization or approval granted by any governmental agency or body;
      and

                


        

      

       

      
        
          
            Asset
Transfer Agreement

          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  6.3.3

                	
                  any
      other agreement which is binding on
it.

                


        

      

      


      
        	
                6.4

              	
                There
      is no lawsuit, arbitration or other legal or government procedure pending
      or threatened against it which, based on its knowledge, could affect this
      Agreement.

              


      

      


      
        	
                6.5

              	
                It
      has disclosed to the other Party all documents issued by any government
      authority that might have a material adverse effect on the performance of
      its obligations under this
Agreement.

              


      

      


      
        	
                6.6

              	
                It
      is not the subject of any liquidation or dissolution
      proceedings.

              


      

      


      
        	
                6.7

              	
                It
      has neither been declared bankrupt by a court of competent jurisdiction
      nor entered into any bankruptcy
proceedings.

              


      

       

      
        
          	
                   

                	
                  Article
      7  Liability for
      Breach

                


        

      

      


      
        
          	
                  7.1

                	
                  Events. The
      occurrence of 1 or both of the following events shall constitute a breach
      of this Agreement:

                


        

      

      


      
        
          	
                	
                  7.1.1

                	
                  any
      of the Parties has materially breached the terms hereof or has failed to
      perform in any material respect its obligations hereunder, and such breach
      or nonperformance has not been remedied for a period of 10 days after
      receipt of any other Party’s written notice requesting such remedy;
      and

                


        

      

      


      
        
          	
                	
                  7.1.2

                	
                  any
      representation or warranty made by any of the Parties herein shall prove
      to have been false or misleading in any material
  respect.

                


        

      

      


      
        
          	
                  7.2

                	
                  Transferor Breach.
      Where
      the Transferor commits a breach of this Agreement, the Transferor shall be
      liable to compensate the Transferee for any and all damages caused to it
      as a result of the breach.

                


        

      

      


      
        	
                7.3

              	
                Transferee Breach. Where
      the Transferee commits a breach of this Agreement, it shall be liable to
      compensate the Transferor for any and all damages caused to them as a
      result of the breach.

              


      

      


      
        
          	
                   

                	
                  Article
      8  Force
      Majeure

                


        

      

      


      
        	
                8.1

              	
                Consultation.  In
      the event of Force Majeure, the Parties shall promptly consult with each
      other to find a solution to the
situation.

              


      

      


      
        	
                8.2

              	
                Exemption.  Should
      the occurrence of a Force Majeure result in any Party’s failure to perform
      its obligations under this Agreement in whole or in part, that Party may,
      unless otherwise stipulated by law, be exempted from performing those
      obligations to the extent of the effect of the Force Majeure in
      question.

              


      

       

      
        
          
            Asset
Transfer Agreement

          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      
        	
                8.3

              	
                Best
      Efforts.  Subject to this Article8, the Party affected by
      Force Majeure may suspend the performance of its obligations under this
      Agreement to the extent and for the duration thereof until the effect of
      the Force Majeure no longer operates.  However, that Party shall
      exert its best efforts to remove any impediments resulting from the Force
      Majeure and to minimize to the greatest possible extent any damages
      incurred.  With the agreement of the Parties, the term of
      this Agreement shall be extended by the period of such suspension without
      penalty to any Party.

              


      

      


      
        	
                8.4

              	
                Written
      Evidence.  The Party claiming Force Majeure shall, as
      soon as possible after the occurrence of the Force Majeure, inform the
      other Parties of the situation and specify the reason for its failure to
      perform this Agreement, so as to minimize the damages inflicted upon the
      other Parties, and shall provide the other Parties with written evidence,
      certified by the relevant government authority, of the occurrence of the
      Force Majeure.

              


      

      


      
        	
                8.5

              	
                Non-Exemption.  A
      Party shall not be exempted from performing its obligations under this
      Agreement where Force Majeure occurs following the delay by that Party to
      perform such obligations.

              


      

      


      
        	
                8.6

              	
                Termination.  If
      Force Majeure prevails for a period of 30 days or more and has a material
      adverse effect on this Agreement, this Agreement may be terminated in
      accordance with Article 9.1.3.

              


      

      


      
        	
                 

              	
                Article
      9  Termination 

              


      

      


      
        	
                9.1

              	
                Conditions of
      Termination.  This Agreement may only be terminated as
      listed below, namely:

              


      

      


      
        
          	
                	
                  9.1.1

                	
                  by
      the Transferee if  the Transferor, and by the Transferor if the
      Transferee, commits a material breach of this Agreement which it fails to
      remedy within 30 days after the receipt of written notice from the
      non-breaching Party requesting such
remedy;

                


        

      

      


      
        
          	
                	
                  9.1.2

                	
                  by
      the Transferee if the Transferor, and by the Transferor if the Transferee,
      becomes insolvent or declares
bankruptcy;

                


        

      

      


      
        
          	
                	
                  9.1.3

                	
                  by
      the Transferee delivering written notice to the Transferor if Force
      Majeure prevails against the Transferor, and by the Transferor delivering
      written notice to the Transferee if Force Majeure prevails against the
      Transferee, in accordance with Article 8.6;
or

                


        

      

      


      
        
          	
                	
                  9.1.4

                	
                  by
      the Transferee if the Transferor, and by the Transferor if the Transferee,
      expressly states or by its conduct indicates that it will not discharge
      any of its obligations
hereunder.

                


        

      

       

      
        
          
            Asset
Transfer Agreement

          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      
        	
                9.2

              	
                Effect of
      Termination.  The termination of this Agreement shall not
      affect any rights and obligations which have accrued prior to the
      termination; provided, however, that nothing herein shall relieve any
      Party of any liability for any actions that occur before the termination
      of this Agreement.

              


      

      


      
        	
                9.3

              	
                Termination of the Relevant
      Agreement.  In the event of the termination hereof for
      any reason, the Exclusive Cooperation Agreement concluded by the Parties
      on [•] shall be terminated
accordingly.

              


      

      


      
        
          	
                   

                	
                  Article
      10  Confidentiality

                


        

      

      


      
        	
                10.1

              	
                Non
      Disclosure.  From the date hereof until 5 years
      hereafter, the Transferor shall not disclose or communicate to any person,
      other than to employees of the Parties and their respective affiliates for
      the sole purpose of implementing the transactions contemplated hereunder
      or as instructed by the Transferee, any Trade Secret which may be within
      or may come into their knowledge.

              


      

      


      
        	
                10.2

              	
                Breach of
      Obligations.  The Parties shall take all necessary
      measures (including the signing of confidentiality agreements) to ensure
      that their respective directors, employees, agents, contractors, suppliers
      and advisors also comply with the confidentiality obligations set forth in
      this Chapter, and shall arrange for the summary dismissal of any such
      person who breaches these
obligations.

              


      

      


      
        	
                10.3

              	
                Exceptions. The
      disclosure of any Trade Secret by any Party shall not be deemed to be in
      breach of this Article if any of the following circumstances
      apply:

              


      

      


      
        
          	
                	
                  10.3.1

                	
                  the
      information is in the public domain at the time of
    disclosure;

                


        

      

      


      
        
          	
                	
                  10.3.2

                	
                  the
      information is disclosed pursuant to the prior written agreement of the
      Parties;

                


        

      

      


      
        
          	
                	
                  10.3.3

                	
                  the
      information is required by any government authority or law to which a
      Party, or its affiliate is subject;
or

                


        

      

      


      
        
          	
                	
                  10.3.4

                	
                  the
      information is provided to any director, employee, agent, contractor,
      supplier or advisor of an affiliate in the ordinary course of business
      pursuant to the prior written agreement of the
  Parties.

                


        

      

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   

                	
                  Article
      11  Governing Law and
      Dispute Resolution

                


        

      

      
      

       

      
        	
                11.1

              	
                Governing
      Law.   This Agreement shall be governed by PRC Law. 
      Where PRC Law is silent on a particular matter relating to this Agreement,
      reference shall be made to international commercial
    practice.

              


      

      


      
        	
                11.2  

              	
                Dispute
      Resolution. 

              


      

      


      
        
          	
                	
                  11.2.1

                	
                  If
      any dispute arises in connection with this Agreement, the Parties shall
      attempt in the first instance to resolve such dispute through friendly
      consultation or mediation.

                


        

      

      


      
        
          	
                	
                  11.2.2

                	
                  If
      the dispute cannot be resolved in the above manner within thirty (30) days
      after the commencement of consultations, either Party may submit the
      dispute to arbitration as
follows:

                


        

      

      


      
        	
                 
      

              	
                11.2.2.1

              	
                all
      disputes arising out of or in connection with this Agreement shall be
      submitted to China International Economic and Trade Arbitration Commission
      which shall be conducted by three (3) arbitrators in Beijing in accordance
      with the Commission’s arbitration rules;
and

              


      

      


      
        	
                 
      

              	
                11.2.2.2

              	
                the
      arbitration shall be conducted in the Chinese language, with the arbitral
      award being final and binding upon the Parties.  The cost of
      arbitration shall be allocated as determined by the
      arbitrators. 

              


      

      


      
        
          	
                	
                  11.2.3

                	
                  when
      any dispute is submitted to arbitration the Parties shall continue to
      perform this Agreement.

                


        

      

      


      
        
          	
                   

                	
                  Article
      12  Notices

                


        

      

      


      
        	
                12.1

              	
                Notice.  All
      notices and communications between the Parties shall be made in writing
      and in the English and/or Chinese language by facsimile transmission,
      delivery in person (including courier service) or registered mail to the
      addresses set forth below:

              


      

      


      
        
          
            	
                    If
      to Transferor

                  	
                    :

                  	
                    Kunming
      Television Station

                  
	 
      	 
      	 
      
	
                    Address

                  	
                    :

                  	
                    
                      No.
      198, Danxia Avenue, Kunming City, Yunnan

                    

                  
	 
      	 
      	
                    Province;

                  
	
                    Tel

                  	
                    :

                  	
                    0871-

                  
	
                    Fax

                  	
                    :

                  	
                    0871-

                  
	
                    Attn

                  	
                    :

                  	
                    Mr.
      Yongping LV

                  


          

           

          
            
              
                Asset
Transfer Agreement

              

            

            
              -11-

              
                

              

            

            
              
              

            

          

        

         

        
          
            	
                    If
      to Transferor

                  	
                    :

                  	Kunming Taishi
      Information Cartoon Co., Ltd.
	 
      	 
      	 
      
	
                    Address

                  	
                    :

                  	
                    
                      
                        [•]

                      

                    

                  
	
                    Tel

                  	
                    :

                  	
                    
                      [•]

                    

                  
	
                    Fax

                  	
                    :

                  	
                    
                      [•]

                    

                  
	
                    Attn

                  	
                    :

                  	
                    
                      [•]

                    

                  


          

        

         

      

      
        	
                12.2

              	
                Time of Receipt. The
      time of receipt of the notice or communication shall be deemed to
      be:

              


      

      


      
        
          	
                	
                  12.2.1

                	
                  the
      time set
      forth in the transmission journal, in the case of a facsimile
      transmission, unless such facsimile transmission is sent after 5:00 p.m.,
      in which event the date of receipt shall be deemed to be the following
      business day in the place of
receipt;

                


        

      

      


      
        
          	
                	
                  12.2.2

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

                


        

      

      


      
        
          	
                	
                  12.2.3

                	
                  7
      days from that shown on the official postal receipt, in the case of
      registered mail.

                


        

      

      


      
        
          	
                   

                	
                  Article
      13  Miscellaneous

                


        

      

      


      
        	
                13.1

              	
                Entire
      Agreement.  This Agreement represents the full agreement
      of the Parties as to the subject matter
hereof.

              


      

      


      
        	
                13.2

              	
                Amendment. This
      Agreement can only be modified, altered or supplemented through written
      agreements signed by the Parties.

              


      

      


      
        	
                13.3

              	
                No
      Waiver.  Unless otherwise provided by the PRC Law or
      agreed by the Parties, any failure or delay on the part of any Party to
      exercise any right under this Agreement shall not operate as a waiver
      thereof.

              


      

      


      
        	
                13.4

              	
                Severability.  The
      invalidity of any provision of this Agreement shall not affect the
      validity of any other provision of this Agreement which is unrelated to
      that provision.

              


      

      


      
        	
                13.5

              	
                Language. This Agreement
      has been prepared in Chinese in 6 sets of originals. Each Party shall hold
      3 set of original.

              


      

      


      
        	
                13.6

              	
                No
      Agency.  The status of the Parties under this Agreement
      shall be that of independent contractors, and no Party has the right to
      make commitments for or on behalf of the other
  Party.

              


      

      


      
        	
                13.7

              	
                Tax.  The
      Parties shall be responsible for its own tax obligations incurred in
      connection with this Agreement.

              


      

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      
        	
                13.8

              	
                Expenses.  Unless
      otherwise specified, each Party shall bear its own expenses incurred in
      preparing and performing this
Agreement.

              


      

      


      
        	
                13.9

              	
                Further
      Assurance.  Upon the request of any Party, the Parties
      shall execute such documents and do such things as are reasonably
      necessary to give effect to the transactions contemplated
      herein.  If approvals from Government Authorities are required
      for any transactions contemplated herein, the Transferor shall use its
      best endeavors to obtain such
approvals.

              


      

      


      
        	
                13.10

              	
                Taking Effect. This
      Agreement shall be effective upon signing by the Parties’ authorized
      representatives and shall be affixed with their respective company
      seals.

              


      

      


      [The
space below is intentionally left blank.]

       

       

       

       

       

       

       

      
        
          
            Asset
Transfer Agreement

          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the
Parties have arranged for this Agreement to be signed by their duly authorized
representatives on the date first indicated above.

      


      
        	
                For
      and on behalf of

                Kunming
      Television Station

              


      

       

      
        
          	
                  Signature

                	:	 
      
	 
      	 
      	 
      
	
                  Name

                	: 	
                   

                
	 
      	 
      	 
      
	
                  Title

                	: 	
                   

                
	 
      	 
      	 
      
	
                  Company
      Seal

                	
                  :

                	 
      


        

         

         

      

      
        	
                For
      and on behalf of

                Kunming
      Taishi Information Cartoon Co.,
Ltd.

              


      

       

      
        
          	
                  Signature

                	:	 
      
	 
      	 
      	 
      
	
                  Name

                	: 	
                   

                
	 
      	 
      	 
      
	
                  Title

                	: 	
                   

                
	 
      	 
      	 
      
	
                  Company
      Seal

                	
                  :

                	 
      


        

         

        
          
            
              Asset
Transfer Agreement

            

          

          
            -14-

            
              

            

          

          
            
            

          

        

      

      


      Appendix
I

      


      


      
        List
of Assets

         

         

         

         

        
          
            
              Asset
Transfer Agreement

            

          

          
            -15-