Exhibit
10.18

       

      
        

      

    

     

    Exclusive Cooperation Agreement

     

    
      
 

    between

     

    Kunming Television Station

    


    and

     

    Kunming Taishi Information Cartoon Co.,
Ltd.

     

    May 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Table
of
Contents

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Chapters

                                            	
                                              Pages

                                            
	 
      	 
      	 
      
	
                                              1.

                                            	
                                              Definitions

                                            	
                                              2

                                            
	 	 	 
	
                                              2.

                                            	
                                              Cooperation

                                            	
                                              3

                                            
	 	 	 
	
                                              3.

                                            	
                                              Obligations
      of Party A

                                            	
                                              3

                                            
	 	 	 
	
                                              4.

                                            	
                                              Obligations
      of Party B

                                            	
                                              4

                                            
	 	 	 
	
                                              5.

                                            	
                                              Exclusivity

                                            	
                                              4

                                            
	 	 	 
	
                                              6.

                                            	
                                              Representations
      and Warranties

                                            	
                                              5

                                            
	 	 	 
	
                                              7.

                                            	
                                              Breach
      and Indemnifications

                                            	
                                              6

                                            
	 	 	 
	
                                              8.

                                            	
                                              Term

                                            	
                                              6

                                            
	 	 	 
	
                                              9.

                                            	
                                              Consequences
      of Termination

                                            	
                                              7

                                            
	 	 	 
	
                                              10.

                                            	
                                              Confidentiality

                                            	
                                              7

                                            
	 	 	 
	
                                              11.

                                            	
                                              Dispute
      Resolution

                                            	
                                              8

                                            
	 	 	 
	
                                              12.

                                            	
                                              Miscellaneous

                                            	
                                              9

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



    Appendix

    


    Appendix 1 Cooperation of the Parties

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 1
-

        
          

        

      

      
        
        

      

    

     

    This Exclusive Cooperation Agreement (Agreement) is entered into in Kunming, People's Rep ublic of China
(PRC) on [Ÿ] 2008

    


    by and
between

    


    
      	
              (1)

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

            


    

    


    and

    


    
      	
              (2)

            	
              Kunming Taishi
      Information Cartoon Co., Ltd. , a Sino-foreign equity joint venture duly established
      and existing under
      the PRC Law (defined below) with its registered address
      at [Ÿ](Party
      B).

            


    

    


    (Individually a Party and collectively the Parties)

    


    RECITALS

    


    
      	
              A.

            	
              Party A is a TV station, duly established
      under the PRC Law, which owns Kunming Television Station
      Comprehensive
      Channel, Life Channel, Entertainment Channel, Economics Channel, Film and
      TV Series Channel, and News Channel (collectively, the Channel) and the relevant database information. Party A also operates
      an advertising business of the Channel and possesses the relevant Governmental
      Authorizations (defined
      below).

            


    

    


    
      	
              B.

            	
              Party B’s business mainly involves technology services for advertisement production,
      advertisement information consulting and database management and whose business scope includes design and development of computer
      graphic, design and development of 3D
      cartoon, management
      consulting services and technology
      support.

            


    

    


    
      	
              C.

            	
              Party A seeks to grant the right
      of advertisement operation on the Channel (Advertisement
      Operation Right) to Party B and seeks to cooperate with Party B
      on matters related
      to database information and Governmental
      Authorizations.

            


    

    


    NOW,
THEREFORE, the Parties
agree as follows:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    
      	
               
      

            	
              1.1

            	
              Unless expressly provided
      otherwise, the following terms used in this Agreement shall have the following
      meanings:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Business

                            	
                              shall mean the advertising
      operations of Party
A;

                            


                    

                  

                

              

            

          

           

          
            
              Exclusive
Cooperation Agreement

              
              

            

            
              - 2
-

              
                

              

            

            
              
              

            

          

           

          
            
              
                	
                        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;

                      
	 	 
	
                        Governmental
      Authorizations

                      	
                        shall mean all consents,
      approvals, permits and filings required under PRC Law for the proper
      operation of the Business; and

                      
	 	 
	
                        PRC Law

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

                      


              

            

          

           

        

      

    

    
      	
              2.

            	
              COOPERATION

            


    

    


    The Parties agree that they shall cooperate on the following matters, and take
into account the principles
of equity and mutual
benefits:

    


    
      	
               
      

            	
              2.1

            	
              Party A shall exclusively and irrevocably
      grant to Party B the Advertisement Operation Right.

            


    

    


    
      	
               
      

            	
              2.2

            	
              Party A shall provide to Party B all necessary and relevant
      support, as well as most-favored terms for the Business.

            


    

    


    
      	
               
      

            	
              2.3

            	
              Party A shall share its resource
      with Party B, including but not limited to all the clients’ information (e.g.
      database)
      (Resource). Party A shall not engage
      in, or cooperate
      with, any third party
      with regard
      to the
      Resource that
      is similar to
      what is set forth in
      this
      Agreement.

            


    

    


    
      	
              3.

            	
              OBLIGATIONS OF PARTY A 

            


    

    


    Party A shall be required throughout the
term of this Agreement to perform the following obligations:

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.1

            	
              act in good faith towards Party B
      and use its best efforts to fulfill any and all duties and
      obligations arising under this
Agreement;

            


    

    


    
      	
               
      

            	
              3.2

            	
              act in the long-term, best
      interests of Party B;

            


    

    


    
      	
               
      

            	
              3.3

            	
              attempt to minimize the costs for
      cooperation
      in accordance with
      the provisions of this Agreement;
  and

            


    

    


    
      	
               
      

            	
              3.4

            	
              to ensure the exclusivity of the cooperation in
      accordance with the Section 5 of this Agreement, shall not engage in, or cooperate with any third party, on matters that are similar to
      what is set forth in
      this
      Agreement, without the prior written consent
      of Party B.

            


    

    


    
      	
              4.

            	
              OBLIGATIONS OF PARTY B 

            


    

    


    
      	
               
      

            	
              4.1

            	
              Party B shall act in good faith with respect
      to Party A, and do its utmost to
      perform any and all duties and obligations under this Agreement;

            


    

    


    
      	
               
      

            	
              4.2

            	
              Party B shall act in the
      long-term
      best interests of
      Party A;

            


    

    


    
      	
               
      

            	
              4.3

            	
              Party B shall act pursuant to the provisions
      hereunder to reduce the cost of cooperation to the greatest extent
      possible;

            


    

     

    
      	
            	
              4.4 

            	
               Party B shall be required
      throughout the term of this Agreement to provide Party A with such
      assistance as may be requested by Party A in order to provide the cooperation in an efficient and effective
      manner in accordance with the provisions of this Agreement;
  and

            


    

    


    
      	
               
      

            	
              4.5

            	
              Subject to the applicable PRC Law, Party B shall
      only enter into an exclusive service
      agreement with the Kunming Kaishi Advertising
      Co., Ltd. (“Advertising
      Company”) and grant the exclusive
      advertisement agent right to the Advertising Company for the management of advertisement of the
      Channel.

            


    

    


    
      	
              5.

            	
              EXCLUSIVITY

            


    

    


    
      	
               
      

            	
              5.1

            	
              Party A shall not, directly or
      indirectly (through agents or otherwise), send to any third party, or
      encourage or solicit any third party to send, or accept from any third
      party a proposal, or engage in any discussions or negotiations with, or
      furnish any information to any third party, regarding the transactions or
      services under this
      Agreement.

            


    

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.2

            	
              If Party A or any of its
      shareholders receive any proposal or other communication from a third
      party in respect of a proposed cooperation that is similar to or related
      to any of the transactions or services set forth under this Agreement, Party A shall promptly
      communicate to Party B the substance of such proposal or
      communication.

            


    

    


    
      	
               
      

            	
              5.3

            	
              No provision in this Agreement
      shall restrict Party B from cooperating or entering into agreements
      similar to this Agreement with other TV stations or other
      entities.

            


    

    


    
      	
               
      

            	
              5.4

            	
              Except as otherwise agreed hereunder,
      Party B shall be the
      sole and exclusive owner of all rights, title and interests to any and all
      intellectual property rights arising from the performance of this
      Agreement, including, but not limited to, any copyrights,
      trademarks, patents, know-how and
  otherwise.

            


    

    


    
      	
              6.

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

    


    
      	
               
      

            	
              6.1

            	
              Party A hereby represents and
      warrants as follows:

            


    

     

    
      	
            	
              6.1.1

            	
              Party A is a TV station duly registered and existing
      under PRC
      Law;

            


    

     

    
      	
            	
              6.1.2

            	
              Party A has full right, power, authority
      and capacity and all consents and approvals of any other third party and
      the relevant governmental authorities that are necessary to execute,
      deliver and perform this Agreement, which shall not violate or infringe
      any enforceable and effective laws or
      contracts;

            


    

     

    
      	
            	
              6.1.3

            	
              The Agreement shall constitute a
      legal, valid and binding agreement of Party A and is enforceable against
      it in accordance with the terms upon its
  execution.

            


    

     

    
      
        	
              	
                6.1.4

              	
                Party A has ownership
      of the Channel and has, in accordance with the PRC Law,
      the right of final judgment in respect of the advertisements produced by Party B in accordance with PRC
      law..

              


      

    

     

    
      	
            	
              6.2

            	
              Party B hereby represents and
      warrants as follows:

            


    

     

    
      	
            	
              6.2.1

            	
              Party B is a Sino-foreign equity joint
      venture enterprise
      duly registered and
      validly existing under PRC Law and is licensed to engage in the
      business described on its business license, as set forth in Item B in the
      Background Section above.

            


    

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              6.2.2

            	
              Party B has full right, power,
      authority and capacity and all consents and approvals of
      any other third party and the relevant governmental authorities, that are
      necessary to execute, deliver and perform this Agreement, which shall not
      violate or infringe any enforceable and effective laws or
      contracts;

            


    

     

    
      	
            	
              6.2.3

            	
              The Agreement shall constitute a
      legal, valid and binding agreement of Party B and is enforceable against
      it in accordance with the terms upon its
  execution.

            


    

    


    
      	
              7.

            	
              BREACH AND
      INDEMNIFICATIONS

            


    

    


    
      	
               
      

            	
              7.1

            	
              If either Party (Breaching
      Party) violates any
      provision of this
      Agreement, fails to perform its obligations hereunder, or performs its
      obligations contrary to the provisions hereunder, which results in a
      material economic loss for the other party (Non-Breaching
      Party), it shall be
      deemed to have committed a breach of this Agreement
      (Breach). In such case, the Non-Breaching
      Party shall be entitled to issue a written notice to the Breaching Party
      requiring rectification of the Breach within 10 days after
      receipt.

            


    

    


    
      	
               
      

            	
              7.2

            	
              The Breaching Party shall be
      liable to indemnify
      the Non-Breaching party for any and all losses sustained as a result of the
      Breach. The damages payable by the Breaching Party to the Non-Breaching
      shall be equal to the losses incurred by the Non-Breaching Party as a
      result of the Breach.

            


    

    


    
      	
              8.

            	
              TERM

            


    

    


    This Agreement shall come into effect as of the date of
execution hereof and shall remain in effect for 20 years, unless terminated in the following circumstances:

    


    
      	
               
      

            	
              8.1

            	
              by Party B serving 30 days prior written
      notice; or

            


    

    


    
      	
               
      

            	
              8.2

            	
              by the Non-Breaching Party,
      in the event of Breach, if the Breaching Party has not
      rectified
      within 30 days
      of the receipt of the notice from the
      Non-Breaching Party.

            


    

    


    
      	
               
      

            	
              8.3

            	
              this Agreement shall continue to
      be effective during the period in which Party B lawfully exists; in
      the event
      that the Party
      B’s operational term is extended, the term hereof shall be
      automatically extended accordingly; and in the event that Party B terminates its operation
      early, ceases to be lawfully established, or has its operational
      qualification
      revoked, this
      Agreement shall be
      automatically terminated
accordingly.

            


    

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              CONSEQUENCES OF
      TERMINATION

            


    

    


    
      	
               
      

            	
              9.1

            	
              In the event that this Agreement
      is terminated, Party B agrees that it shall remain liable to Party A for
      any payment owing and outstanding, including the expenses and indemnities under this
      Agreement prior to the date of such
  termination.

            


    

    


    
      	
               
      

            	
              9.2

            	
              The termination of this Agreement,
      for any reason whatsoever, shall not affect the respective rights,
      obligations and liabilities of each of the Parties accrued prior to such
      termination.

            


    

    


    
      	
               
      

            	
              9.3

            	
              The license granted hereunder by
      Party A shall be withdrawn in the event of the termination hereof for any
      reason.

            


    

    


    
      	
              10.

            	
              CONFIDENTIALITY

            


    

    


    Each Party shall maintain as strictly
confidential the provisions and existence of this Agreement and any information relating to the
business of the other Party to which it might have access including, but not
limited to, databases, financial and business plans, and any other information
deemed to be confidential by the other Party, unless the said confidential information has already entered
the public domain or was disclosed by the other Party pursuant to a court order
or the applicable laws of the relevant jurisdiction.

    


    
      	
              11. 

            	
              FORCE
      MAJEURE

            


    

    


    
      
        	
              	
                11.1 

              	
                Occurrence and Consequences of an
      Event of Force Majeure.

              


      

    

     

    
      	
            	
              11.1.1

            	
              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:

            


    

     

    
      	
            	
              11.1.1.1

            	
              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;

            


    

     

    
      	
            	
              11.1.1.2

            	
              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

            


    

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              11.1.1.3

            	
              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.

            


    

     

    
      	
            	
              11.1.2

            	
              In the occurrence of an Event of Force Majeure, 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.

            


    

    


    
      	
              12.

            	
              DISPUTE
      RESOLUTION

            


    

     

    
      
        	
              	
                12.1

              	
                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.

              


      

    

     

    
      
        	
              	
                12.2

              	
                Dispute
      Resolution. 

              


      

    

     

    
      
        	
              	
                12.2.1

              	
                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.

              


      

    

     

    
      
        	
              	
                12.2.2

              	
                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:

              


      

    

     

    
      	
            	
              12.2.2.1

            	
              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

            


    

     

    
      	
            	
              12.2.2.2

            	
              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. 

            


    

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              12.2.3

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

            


    

    


    
      	
              13.

            	
              MISCELLANEOUS

            


    

    


    
      
        	
              	
                13.1

              	
                Party B hereby agrees that
      Party A shall, at its
      sole discretion, determine the performance of any and all of its
      obligations in the manner as it deems fit, provided that it does not
      violate the applicable PRC Law or the provisions of this
      Agreement.

              


      

    

    


    
      
        	
              	
                13.2

              	
                Party A shall, for the
      purposes of this
      Agreement and applicable laws, constitute an independent
      contractor
      cooperating with Party B pursuant to the terms and
      conditions of this
Agreement.

              


      

    

    


    
      
        	
              	
                13.3

              	
                The invalidity or unenforceability
      of any provision of this Agreement shall not affect the validity and enforceability
      of any other provision of this Agreement, provided that the material
      interests of the Parties are not
  affected.

              


      

    

    


    
      
        	
              	
                13.4

              	
                This Agreement and the Schedules
      hereto constitute the entire agreement between the Parties with respect
      to the subject matter
      hereof, and shall supersede any prior expression of intent or
      understanding relating hereto and may only be modified or amended by a
      written instrument signed by the authorized representatives of the
      Parties.

              


      

    

    


    
      
        	
              	
                13.5

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

              


      

    

    


    
      
        	
              	
                13.6

              	
                The failure of any Party to
      enforce or require performance of any of the provisions of this Agreement,
      or to exercise any rights provided herein, shall in no way be construed as a waiver of
      such provision, right, or thereafter affect such Party's right to enforce
      any provision of this
Agreement.

              


      

    

    


    
      
        	
              	
                13.7

              	
                All notices or other
      communications sent by either Party shall be written in English or
      Chinese, and delivered in person (including by courier),
      by mail, or fax, to the other Party at the following
      addresses.  The date at which the communication shall be deemed
      to be duly given or made shall be confirmed as follows: (a) for notices
      delivered in person, the day when the notice is received; (b) for
      notices delivered by mail, 10 days after the delivery date for air
      certified mail with postage prepaid (as shown on stamp) or 4 days after
      the delivery date for an internationally certified delivery institution;
      and (c) for notices by fax, the receipt date
      shown on the delivery confirmation paper of the relevant
      document.

              


      

    

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

       

    

    
      
        
          	
                  If
      to Party A:

                	
                  Kunming
      Television Station

                
	 
      	 
      
	
                  Address:

                	
                  No.
      198, Danxia Avenue, Kunming City, Yunnan Province

                
	
                  Telephone:

                	
                  (86)-0351-8302574

                
	
                  Fax:

                	
                  (86)-0351-4042780

                
	
                  Attention:

                	
                  Mr.
      Yongping LV

                
	 
      	 
      
	
                  If
      to Party B:

                	
                  Kunming
      Taishi Information Cartoon Co., Ltd.

                
	 
      	 
      
	
                  Address:

                	
                  [Ÿ]

                
	
                  Telephone:

                	
                  [Ÿ]

                
	
                  Fax:

                	
                  [Ÿ]

                
	
                  Attention:

                	
                  [Ÿ]

                


        

      

    

     

    [The space below has been intentionally
left blank.]

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS
WHEREOF, the Parties have
caused this Agreement to be
executed by their duly authorized representatives on the date first written
above.

     

    
      
        
          
            
              	
                      For and on Behalf
      of

                    	 
	
                      Party
      A:   Kunming Television
      Station

                    	 
	
                      Company
seal

                    	 
	 
      	 
	 
      	 
	
                      By:

                    	
                                        
      

                    	 
	
                      Name:

                    	  
      	 
	
                      Title:

                    	 
      	 
	
                      Date:

                    	 
      	 
	 
      	 
	 	 
	
                      For and on Behalf
      of

                    	 
	
                      Party B:  Kunming Taishi
      Information Cartoon Co., Ltd.

                    	 
	
                      Company
      Seal

                    	 
	 
      	 
	 
      	 
	
                      By:

                    	
                                      
                
      

                    	 
	
                      Name:

                    	 
      	 
	
                      Title:

                    	 
      	 
	
                      Date:

                    	 
      	 


            

          

        

      

    

    


    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

     

    Appendix
1

    


    Cooperation of the Parties

     

    
      
        Exclusive
Cooperation Agreement

        
        

      

      
        - 12
-