Exhibit
10.15

    

     

    [Reference
Translation]

    
      
        

      

       

    

    Framework
Agreement

     

    
      
 

    between

    


    Kunming
Television Station

    


    and

    


    Advertising
Networks Limited

     

    February 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    Table of
Contents

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Chapters

                                                  	
                                                    Pages

                                                  
	 
      	 
      	 
      
	
                                                    Chapter
      1

                                                  	
                                                    Definitions
      and Interpretations

                                                  	
                                                    2

                                                  
	 	 	 
	
                                                    Chapter
      2

                                                  	
                                                    New
      Co Establishment

                                                  	
                                                    5

                                                  
	 	 	 
	
                                                    Chapter
      3

                                                  	
                                                    Advertising
      Co Establishment

                                                  	
                                                    6

                                                  
	 	 	 
	
                                                    Chapter
      4

                                                  	
                                                    Inter-Company
      Relationship

                                                  	
                                                    8

                                                  
	 	 	 
	
                                                    Chapter
      5

                                                  	
                                                    Assets
      Purchase

                                                  	
                                                    11

                                                  
	 	 	 
	
                                                    Chapter
      6

                                                  	
                                                    Representations
      and Warranties

                                                  	
                                                    12

                                                  
	 	 	 
	
                                                    Chapter
      7

                                                  	
                                                    Covenants

                                                  	
                                                    13

                                                  
	 	 	 
	
                                                    Chapter
      8

                                                  	
                                                    Conditions
      Precedent

                                                  	
                                                    15

                                                  
	 	 	 
	
                                                    Chapter
      9

                                                  	
                                                    Closing

                                                  	
                                                    16

                                                  
	 	 	 
	
                                                    Chapter
      10

                                                  	
                                                    Effectiveness
      and Termination

                                                  	
                                                    16

                                                  
	 	 	 
	
                                                    Chapter
      11

                                                  	
                                                    Events
      of Breach

                                                  	
                                                    18

                                                  
	 	 	 
	
                                                    Chapter
      12

                                                  	
                                                    Force
      Majeure

                                                  	
                                                    18

                                                  
	 	 	 
	
                                                    Chapter
      13

                                                  	
                                                    Confidentiality

                                                  	
                                                    19

                                                  
	 	 	 
	
                                                    Chapter
      14

                                                  	
                                                    Miscellaneous

                                                  	
                                                    20

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Schedules

     

    
      	
              A.

            	
              List of
    Assets

            


    

    


    
      	
              B.

            	
              List of Party A’s Key
  Staff

            


    

    


    
      	
              C.

            	
              List of Governmental Authorizations

            


    

    


    
      
        Framework
Agreement

        
        

      

      
        - 1
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    This
Framework Agreement
(Agreement) is
entered into on 23 February 2008 in Kunming, People’s Republic of China (PRC)

    


    by
and 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 (广告网络有限公司)(Party B), a company
      established under the laws of Hong Kong (as defined below) with its
      registered address at 12/F, Ruttonjee House, 11 Duddell ST, Central, Hong
      Kong.

            


    

    


    (individually
a Party, and
collectively, the Parties)

    


    WHEREAS

     

    
      	
              (1)

            	
              Party
      B has established an Affiliate(as defined below),i.e., Beijing Guangwang
      Hetong Advertising & Media Co., Ltd in Beijing,
  PRC;

            


    

     

    
      	
              (2)

            	
              Party
      A will establish a new company (New Co) jointly with
      Party B through the contribution of Contributed Assets (as defined below),
      in cooperation with Party B in respect of the Business (as defined
      below);

            


    

     

    
      	
              (3)

            	
              Party
      A is engaged in the provision of the Business and has obtained the
      licenses necessary to operate the Business in the PRC, and is willing to
      transfer the advertisement operations to the New Co for consideration;
      and

            


    

     

    
      	
              (4)

            	
              Party
      B will establish an advertising company (Advertising Co) jointly
      with Party A via Beijing Guangwang Hetong Advertising & Media Co.,
      Ltd, which shall cooperate with the New Co in respect of advertisement
      operations in the Business.

            


    

    


    


    
      	
               
      

            	
              NOW, THEREFORE, the
      Parties agree as follows:

            


    

    


    Chapter
1 Definitions and Interpretations

    


    
      	
              1.1

            	
              Definitions

            


    

    


    Unless
otherwise indicated, the following terms in this Agreement shall have the
meanings set forth below:

    


    
      
        
          
            	
                    Affiliate

                  	 	
                    in
      relation to an entity, means an entity:

                     

                    (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, the entity;

                     

                    (4)
      which owns or controls, directly or indirectly, any equity interest or
      voting rights of the Parent Company of the entity; or

                     

                    (5)
      which is a Subsidiary of the Parent Company of the entity described in (4)
      above.

                  


          

        

      

       

      
        
          Framework
Agreement

          
          

        

        
          - 2
-

          
            

          

        

        
          
          

          [Reference
Translation]

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                Appraisal

                                                              	 	
                                                                the
      appraisal on the Contributed Assets and Transferred Assets conducted by a
      qualified appraisal agent;

                                                              
	 	 	 
	
                                                                Assets

                                                              	 	
                                                                the
      aforesaid Contributed Assets and Transferred Assets,
      collectively;

                                                              
	 	 	 
	
                                                                Business

                                                              	 	
                                                                the
      advertisement operations of Party A;

                                                              
	 	 	 
	
                                                                Closing

                                                              	 	
                                                                the
      date of fulfillment of all the conditions precedent as listed in Article
      8.1 (unless waived in accordance with Article 8.2.3), unless extended in
      accordance with Article 8.2.2;

                                                              
	 	 	 
	
                                                                Contributed
      Assets

                                                              	 	
                                                                any
      assets as listed in Part 1 of Schedule A;

                                                              
	 	 	 
	
                                                                Exclusive
      Cooperation Agreement

                                                              	 	
                                                                see
      Article 4.1.1;

                                                              
	 	 	 
	
                                                                Force
      Majeure

                                                              	 	
                                                                any
      earthquake, storm, fire, flood, war and changes to the relevant state
      and/or government laws, regulations and policies or other significant
      event of natural or human-caused disaster arising after signing hereof
      which is unavoidable, not possible to overcome, beyond the control of any
      party and prevents the total or partial performance of this Agreement by
      either party;

                                                              
	 	 	 
	
                                                                Governmental
      Authorizations

                                                              	 	
                                                                as
      defined in Article 6.2.3;

                                                              


                                                      

                                                       

                                                       

                                                      
                                                        
                                                          Framework
Agreement

                                                          
                                                          

                                                        

                                                        
                                                          - 3
-

                                                          
                                                            

                                                          

                                                        

                                                        
                                                          
                                                          

                                                          [Reference
Translation]

                                                        

                                                      

                                                       

                                                       

                                                      
                                                        
                                                          	
                                                                  Hong
      Kong

                                                                	 	
                                                                  the
      Hong Kong Special Administrative Region of PRC;

                                                                
	 	 	 
	
                                                                  Parent
      Company

                                                                	 	
                                                                  in
      relation to an entity, means an entity of which a company is a Subsidiary
      (as defined below);

                                                                
	 	 	 
	
                                                                  PRC
      Law

                                                                	 	
                                                                  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;

                                                                
	 	 	 
	
                                                                  Purchase
      Price

                                                                	 	
                                                                  as
      defined in Article 5.3;

                                                                
	 	 	 
	
                                                                  RMB

                                                                	 	
                                                                  Renminbi,
      the lawful currency of the PRC;

                                                                
	 	 	 
	
                                                                  Subsidiary

                                                                	 	
                                                                  in
      relation to a corporate entity, means an entity in which another company
      holds, directly or indirectly, 50% or more of the entity’s total equity
      interest or voting rights;

                                                                
	 	 	 
	
                                                                  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;

                                                                
	 	 	 
	
                                                                  Transferred
      Assets

                                                                	 	
                                                                  any
      assets as listed in Part 2 of Schedule A;

                                                                
	 	 	 
	
                                                                  Transferred
      Staff

                                                                	 	
                                                                  the
      staff of Party A relating to the operation of the Business and retained
      for employment by the Advertising Co, as listed in Schedule
    B;

                                                                
	 	 	 
	
                                                                  Trade
      Secret

                                                                	 	
                                                                  any
      information relating to this Agreement or the parties, including 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;

                                                                
	 	 	 
	
                                                                  Transaction

                                                                  Documents

                                                                	 	
                                                                  all
      documents that require signing under PRC Law in order to complete the
      transactions contemplated under this Agreement; and

                                                                
	 	 	 
	
                                                                  US$

                                                                	 	
                                                                  United
      States Dollar, the lawful currency of the United States of
      America.

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        Framework
Agreement

        
        

      

      
        - 4
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    1.2           Interpretations

    


    All
headings used herein are for reference purposes only and do not affect the
meaning or interpretation of any provision hereof. Any reference herein to an
Article, Chapter or Schedule is to an article, chapter or schedule of this
Agreement.  The use of the plural shall include the use of the
singular, and vice versa. Unless otherwise indicated, a reference herein to a
day, month or year is to a calendar day, month or year. A reference to a
business day is to a day on which commercial banks are open for business in the
PRC.  The use of the masculine shall include the use of the feminine,
and vice versa.

     

    Chapter
2 New Co Establishment

    


    2.1           Contributed Assets
Appraisal

    


    
      	
               
      

            	
              2.1.1

            	
              Party
      A shall, at its sole expense, hire a qualified appraisal agent to conduct
      the Appraisal of the Contributed Assets.  The value of the
      Contributed Assets is anticipate to be RMB 150 million, which shall be the
      value so appraised as confirmed by Party B and shall be deemed to be the
      value of the Contributed Assets from Party
A.

            


    

    


    
      	
               
      

            	
              2.1.2

            	
              Party
      A covenants that such Appraisal shall be completed no later than 1 March
      2008.

            


    

    


    
      	
              2.2

            	
              Establishment of New
      Co

            


    

    


    
      	
               
      

            	
              2.2.1

            	
              As
      soon as practicable after the completion of the Appraisal and the
      obtaining of approval certificates by the New Co, Party A shall contribute
      40% of the Contributed Assets along with Party B’s cash investment in US$,
      valued at RMB 60 million, as the initial contribution in order to jointly
      establish the New Co in Kunming City, PRC. The subsequent contributions
      from the Parties shall be completed within 6 months after the date of
      obtaining the business license.

            


    

    


    
      	
               
      

            	
              2.2.2

            	
              The
      registered capital of the New Co is anticipated to be RMB 300 million,
      subject to the final confirmation by the Parties. The percentage of the
      contribution by Party A and Party B shall be 50%, respectively, and each
      Party shall hold 50% of the equity interest in New
  Co.

            


    

    


    
      
        Framework
Agreement

        
        

      

      
        - 5
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

       

    

    
      	
               
      

            	
              2.2.3

            	
              The
      contribution of the Contributed Assets to the New Co’s registered capital
      shall be made in accordance with the appraised value of the Contributed
      Assets as stated  in the Appraisal
  report.

            


    

    


    
      	
               
      

            	
              2.2.4

            	
              The
      New Co’s business scope shall include consulting services for
      advertisement operations, technical support and related
      services.

            


    

    


    
      	
               
      

            	
              2.2.5

            	
              The
      operating term of the New Co shall be 20
years.

            


    

    


    2.3           Governmental
Approvals

    


    
      	
               
      

            	
              Party
      A shall assist the New Co to obtain any and all prior approvals, consents
      and (or) certificates, and shall make any and all filings necessary for
      the establishment of the New Co under PRC Law.  Party B shall
      provide all necessary assistance in this
regard.

            


    

    


    2.4           Corporate
Governance

    


    
      	
               
      

            	
              2.4.1

            	
              The
      New Co shall establish a board of directors, which shall consist of 5
      directors. Party A shall appoint 2 directors and Party B shall appoint 3
      directors.

            


    

    


    
      	
               
      

            	
              2.4.2

            	
              The
      Chairman of the New Co’s board of directors shall be appointed by Party A.
      The general manager and the finance officer shall be appointed by Party
      B.

            


    

    


    
      	
              2.5 

            	
              Profit
      Consolidation

            


    

    


    To the
extent permitted by the applicable law, Party A agrees that Party B and (or) its
Affiliates may consolidate the profits of New Co in the financial statements for
purposes of financial statements.  For this purpose, it is permissible,
with Party A’s consent, to amend the documents relating to the New Co (including
the articles of association) if and when necessary; provided that such
consolidation or amendment shall not impair the interests of Party
A.

     

    Chapter
3 Advertising Co Establishment

    


    
      	
              3.1 

            	
              Establishment of
      Advertising Co

            


    

     

    
      	
            	
              3.1.1

            	
              Party
      A shall, along with Beijing Guangwang Hetong Advertising & Media Co.,
      Ltd as designated by Party B, jointly establish an Advertising Co in
      Kunming City, PRC.

            


    

     

    
      
        Framework
Agreement

        
        

      

      
        - 6
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    
      	
            	
              3.1.2

            	
              The
      registered capital of Advertising Co shall be RMB 1,000,000 and the
      percentage of the contribution paid by Party A and the Beijing Guangwang
      Hetong Advertising & Media Co., Ltd shall be 50%,
      respectively.  Each of Party A and the Affiliated Co shall hold
      50% of the equity interest in the Advertising Co,
      respectively.

            


    

     

    
      	
            	
              3.1.3

            	
              The
      business scope of the Advertising Co shall include the design, production,
      publishing and agency services in regards to advertisements and so
      on.

            


    

    


    
      	
              3.2

            	
              Governmental
      Approvals

            


    

     

    Party A
shall assist the Advertising Co in obtaining any and all prior approvals,
consents and (or) certificates, and shall make any and all filings necessary for
the establishment of the Advertising Co under PRC Law. Party B shall provide all
necessary assistance in this regard.

     

    
      	
              3.3

            	
              Retention / Dismissal
      of Employees

            


    

    


    
      	
               
      

            	
              3.3.1

            	
              Prior
      to Closing, Party A shall provide Party B with written notice as to which
      of Transferred Staff shall be retained by the Advertising Co. The said
      Transferred Staff retained by the Advertising Co shall include the key
      staff members listed in Schedule B.

            


    

    


    
      	
               
      

            	
              3.3.2

            	
              Prior
      to Closing, Party A shall make its best efforts to encourage the
      Transferred Staff to enter into standard employment contracts with the
      Advertising Co that are satisfactory to the Parties or cause the
      Transferred Staff to sign secondment contracts containing the
      non-competition and confidentiality commitments that are required under
      PRC law and which are satisfactory to the Parties in order to establish
      secondment arrangements for the Transferred Staff to work in the
      Advertising Co.

            


    

    


    
      	
               
      

            	
              3.3.3

            	
              The
      Advertising Co and the Transferred Staff shall establish employment
      relationships in accordance with the Applicable
  Laws.

            


    

    


    
      	
               
      

            	
              3.3.4

            	
              Where
      the staff of the Advertising Co are originally employed by Party A, Party
      A shall bear sole responsibility for the existing employment relationship
      with such staff prior to the establishment of new employment relationship
      with the Advertising Co.

            


    

    


    3.4           Corporate
Governance

     

    
      
        Framework
Agreement

        
        

      

      
        - 7
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    
      	
               
      

            	
              3.4.1

            	
              The
      Advertising Co shall establish a board of directors at incorporated date,
      which shall consist of 5 directors. The Beijing Guangwang Hetong
      Advertising & Media Co., Ltd shall appoint 3 directors and Party A
      shall appoint 2 directors.

            


    

    


    
      	
               
      

            	
              3.4.2

            	
              The
      Chairman of the Advertising Co’s board of directors shall be appointed by
      Party A. The general manager and the finance officer shall be appointed by
      Beijing Guangwang Hetong Advertising & Media Co.,
  Ltd.

            


    

     

    Chapter
4 Inter-Company Relationship

    


    
      	
              4.1

            	
              Exclusive Cooperation
      Agreement

            


    

     

    
      	
            	
              4.1.1

            	
              Execution

            


    

    


    As soon
as practicable after the establishment of the New Co, at the same time as
executing an assets transfer agreement with the New Co, Party A shall execute an
exclusive cooperation agreement (Exclusive Cooperation
Agreement) with the New Co, which shall be satisfactory in both substance
and form to the Parties. The Exclusive Cooperation Agreement shall be effective
during the term of the existence of New Co.

    


    
      	
               
      

            	
              4.1.2

            	
              Granting

            


    

    


    To the
extent permitted by PRC law, the New Co shall only be permitted to grant its
rights and obligations under the Exclusive Cooperation Agreement to the
Advertising Co to exercise.

     

    
      	
            	
              4.1.3.

            	
              Cooperation
      Scope

            


    

    


    Under the
Exclusive Cooperation Agreement:

    


    
      
        	
              	
                4.1.3.1

              	
                In
      accordance with the Exclusive Cooperation Agreement, Party A shall
      authorize to the New Co the exclusive rights for advertisement operations
      on 6 channels of Kunming Television Station, i.e., General Channel,
      Life Channel, Entertainment Channel, Economic Channel, Film & TV
      Channel and Public Channel (collectively, the Channels). If Party A
      set up new channels in the future, Party A shall also authorize to the New
      Co the exclusive rights for advertisement operations of the
      same.

              


      

    

     

    
      
        Framework
Agreement

        
        

      

      
        - 8
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    
      	
            	
              4.1.3.2

            	
              Party
      A shall provide full support and most  favorable treatment to
      the New Co with respect to the Business.  In addition, Party A shall
      exclusively share their respective resources relating to the Business with
      the New Co.

            


    

    


    
      	
            	
              4.1.4 

            	
              Exclusivity

            


    

    


    
      
        	
              	
                4.1.4.1 

              	
                Party
      A shall not, either 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 the Exclusive Cooperation
      Agreement.

              


      

    

    


    
      
        	
              	
                4.1.4.2 

              	
                If
      Party A 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 the Exclusive Cooperation
      Agreement, Party A shall promptly communicate to Party B the
      substance of such proposal or communication.  Party A shall cause its
      shareholders (except for the state or a government agency) to observe the
      terms of this Article
4.1.4.2.

              


      

    

     

    
      	
              4.2 

            	
              Exclusive Service
      Agreement

            


    

    


    
      
        	
              	
                4.2.1

              	
                Execution

              


      

    

     

    As soon
as practicable after the establishment of the Advertising Co, Party A and Party
B shall cause the New Co and the Advertising Co to execute an exclusive service
agreement (Exclusive Service
Agreement), which shall be satisfactory in both substance and form to the
Parties. The Exclusive Service Agreement shall be effective during the term of
the existence of the Advertising Co.

     

    
      	
            	
              4.2.2.

            	
              Service
      Scope

            


    

    


    Under the
Exclusive Service Agreement:

     

    
      	
            	
              4.2.2.1

            	
              The
      Advertising Co shall retain the New Co as its exclusive technical services
      company. The New Co shall provide the Advertising Co with all technical
      support, management support, management service and any other services in
      exchange for service fees. These arrangements shall provide the channels
      to transfer to the New Co the revenue arising from the advertising
      business operated by the Advertising
Co.

            


    

     

    
      
        Framework
Agreement

        
        

      

      
        - 9
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

       

    

    
      
        
          	
                	
                  4.2.2.2

                	
                  The
      New Co shall exclusively authorize the Advertising Co to provide
      advertisement agency services in respect of the above-referenced exclusive
      right of advertisement marketing on the Channel, as set forth in the
      Exclusive Cooperation Agreement.  The Advertising Co shall be
      responsible for the solicitation of advertisements for the Channel, and
      shall enter into the contracts related to the production and publishing of
      these advertisements with the clients in its own name. The New Co shall
      pay service fees to the Advertising
Co.

                


        

      

    

     

    
      	
            	
              4.2.3

            	
              Exclusivity

            


    

    


    
      
        	
              	
                4.2.3.1

              	
                Both
      Parties should ensure that the Advertising Co appoint New Co as its
      exclusive provider of technical services. During the term of Exclusive
      Service Agreement, the Advertising Co shall not engage any third party to
      provide any services similar to exclusive technical services arising from
      the Exclusive Service Agreement without the prior written consent of the
      Parties or the New Co.

              


      

    

    


    
      
        	
              	
                4.2.3.2

              	
                Both
      Parties should ensure that the New Co appoint the Advertising Co as its
      exclusive provider of advertisement agent services. During the term of
      Exclusive Service Agreement, the New Co shall not engage any third party
      to provide any services similar to exclusive advertisement agent services
      arising from the Exclusive Service Agreement without the prior written
      consent of the Parties or the Advertising Co
  . 

              


      

    

    


    
      	
              4.3

            	
              Revenue
      Transfer

            


    

    


    All the
pre-Tax revenues (less the relevant turnover tax) of the Advertising Co
generated during the term of the Exclusive Service Agreement and relating to
advertisement marketing and other operations shall be paid by the Advertising Co
to the New Co as technical service fees under the Exclusive Service
Agreement.

    


    
      
        Framework
Agreement

        
        

      

      
        - 10
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

    


    Chapter
5 Assets Purchase

    


    5.1           Transferred Assets
Appraisal

    


    
      	
               
      

            	
              5.1.1

            	
              As
      soon as practicable after the establishment of the New Co, Party A shall,
      at its sole expense, hire a qualified appraisal agent to conduct the
      Appraisal of the Transferred Assets.  The appraisal value of the
      Transferred Assets is anticipated to be valued at approximately RMB 150
      million.

            


    

    


    
      	
               
      

            	
              5.1.2

            	
              Party
      A covenants that such Appraisal shall be completed no later than 1 March
      2008.

            


    

    


    5.2           Assets
Transfer

    


    
      	
               
      

            	
              5.2.1

            	
              As
      soon as practicable after the completion of the Appraisal, Party A and the
      New Co shall execute an asset transfer agreement, which shall be
      satisfactory in both substance and form to the Parties, whereby Party A
      shall sell to the New Co, and the New Co shall purchase from Party A the
      Transferred Assets (Asset
      Transfer).

            


    

    


    
      	
               
      

            	
              5.2.2

            	
              The
      completion of the Asset Transfer and the payment of consideration by the
      New Co as set forth in Article 5.3 shall be  subject to the
      fulfillment of certain pre-conditions as set forth in Article
      8.1.

            


    

     

    
      	
            	
              5.2.3

            	
              Party
      A shall assist the New Co to obtain any and all prior approvals, consents
      and (or) certificates, and shall make any and all filings necessary for
      the Asset Transfer under PRC Law, including without limitation the filings
      with related state-owned assets administration bureau, bureau of commerce,
      administration of industry and commerce and administration of foreign
      exchange.

            


    

    


    5.3           Consideration and
Payment

    


    As
consideration for the Asset Transfer, the New Co shall disburse to Party A the
amount of RMB 150 million (Purchase Price), as
follows:

    


    
      	
               
      

            	
              5.3.1

            	
              40%
      of the Purchase Price shall be paid within 3 days upon Closing;
      and

            


    

    


    
      	
               
      

            	
              5.3.2

            	
              60%
      of the Purchase Price shall be paid within 6 months after Closing, subject
      to the satisfactory completion of Party A’s covenants under Articles 7.3,
      7.4 and 7.5, and certain conditions to be further agreed to by the
      Parties.

            


    

     

    
      
        Framework
Agreement

        
        

      

      
        - 11
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    5.4           Continuous Transfer of
Assets

    


    Upon the
second anniversary of the establishment of the New Co, Party A shall
continuously  transfer other assets to the New Co and the New Co shall
continuously purchase such assets from Party A; provided that such purchase
shall be necessary for the operation of the Parties and subject to an assets
purchase agreement executed by the Parties separately.

     

    Chapter
6 Representations and Warranties

    


    6.1           Mutual Representations and
Warranties

    


    
      	
               
      

            	
              Each
      of the Parties represents and warrants
that:

            


    

    


    
      	
               
      

            	
              6.1.1

            	
              it
      has all necessary power and authority to execute, deliver and perform this
      Agreement and all Transaction Documents to which it is a party
      to;

            


    

    


    
      	
               
      

            	
              6.1.2

            	
              the
      execution and performance of this Agreement and any Transaction Documents
      to which it is a party to have been duly and validly authorized by any and
      all necessary corporate actions;
and

            


    

    


    
      	
               
      

            	
              6.1.3

            	
              the
      execution, delivery and performance of this Agreement or any Transaction
      Documents to which it is a party to will not contravene, conflict with, or
      result in a violation of any provision of its organizational documents or
      any contract, agreement, understanding, other legal arrangement, law or
      order to which it is subject to.

            


    

    


    
      	
              6.2

            	
              Representations and
      Warranties of Party A

            


    

    


    
      	
               
      

            	
              Party
      A further represents and warrants to Party B
  that:

            


    

    


    
      	
               
      

            	
              6.2.1

            	
              the
      Assets are free of any
encumbrances;

            


    

    


    
      	
               
      

            	
              6.2.2

            	
              there
      is no lawsuit, third party claim, order or investigation pending against
      itself relating to the Assets or Business by any third party, court, or
      governmental or arbitral body, which may impair the cooperation between
      the Parties;

            


    

    


    
      	
               
      

            	
              6.2.3

            	
              all
      consents or approvals (Governmental
      Authorizations), (which includes the items listed in Schedule C)
      required under PRC Law for the due and proper operation of the Business,
      have been duly obtained from the appropriate authorities for its lawful
      establishment, existence and operation and are in full force and
      effect. 

            


    

     

    
      
        Framework
Agreement

        
        

      

      
        - 12
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    
      	
              6.3

            	
              Representations and
      Warranties of Party B

            


    

    


    Party B
further represents and warrants to Party A that:

    


    
      	
               
      

            	
              6.3.1

            	
              its
      capital source is lawful and Party A will not suffer any loss because of
      the capital source.

            


    

    


    
      	
              6.4

            	
              Independent Effect of
      Representations and
Warranties

            


    

    


    The representations and warranties
shall be separate and independent and, save as expressly provided, shall not be
limited by reference to any of the other representations and warranties or
anything in this Agreement.

     

    Chapter
7 Covenants

    


    
      	
              7.1

            	
              Assets / New Co /
      Advertising Co. Covenants

            


    

    


    At any
time prior to Closing, Party A covenants that it shall not, without the prior
written consent of Party B:

    


    
      	
               
      

            	
              7.1.1

            	
              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;

            


    

    


    
      	
               
      

            	
              7.1.2

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

            


    

    


    
      	
               
      

            	
              7.1.3

            	
              it
      will not enter into any agreements or materially modify or terminate any
      agreements related to the Business; and depart from the ordinary course of
      Party A or the New Co’s daily business operations in any
    form;

            


    

    


    
      	
               
      

            	
              7.1.4

            	
              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 New Co / Advertising Co., or provide or agree to provide
      any gratuitous payment or benefit to any such person or any of their
      dependents; and

            


    

    


    
      	
               
      

            	
              7.1.5

            	
              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.

            


    

     

    
      
        Framework
Agreement

        
        

      

      
        - 13
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    
      	
              7.2

            	
              Transactions
      Covenants

            


    

    


    In
respect of the transactions contemplated under this Agreement, the Parties shall
jointly work to obtain all necessary consents, approvals or authorizations of,
or make all necessary declarations, filings or registrations with, any
governmental authority in connection with the execution, delivery and
performance of this Agreement and any Transaction Documents to which it is a
party to. The New Co and the Advertising Co shall each be responsible for such
costs incurred after their establishment.

    


    
      	
              7.3

            	
              Governmental
      Authorizations Covenants

            


    

    


    
      	
               
      

            	
              7.3.1

            	
              Party
      A shall, at its sole expense, ensure that the annual inspection and (or)
      renewal of Governmental Authorizations (where applicable) are duly and
      timely made and all Governmental Authorizations are in full force and
      effect throughout the term under the Exclusive Cooperation Agreement and
      Exclusive Service Agreement as described herein and any terms extended by
      the parties thereunder.

            


    

    


    
      	
               
      

            	
              7.3.2

            	
              To
      the extent permitted by PRC Law, Party A shall immediately, and using its
      best efforts, cause the New Co / Advertising Co to obtain the Governmental
      Authorizations required for the operation of the
  Business.

            


    

    


    
      	
              7.4

            	
              Business
      Covenants

            


    

    


    The
Parties agree to use best commercial efforts to continue the operation of the
Business until the Parties agree otherwise.

    


    
      	
              7.5

            	
              Non-Competition

            


    

    


    After
Closing, Party A shall not, and shall cause its shareholders (except for the
state or a government agency) to not, without first obtaining the written
approval of Party B, invest in or manage any business that competes directly or
indirectly with the Business, nor shall it employ, recruit or attempt to recruit
any of the Transferred Staff, except for the Transferred Staff who have signed
employment contracts with Party A and have been seconded at Closing to the
Advertising Co to work.

    


    
      	
              7.6

            	
              Indemnification

            


    

    


    Each Party hereby unconditionally and irrevocably
agrees to perpetually indemnify the other Party and its Affiliates and
Subsidiaries, and hold them harmless from and
against, any and all losses, claims, damages, expenses
(including legal expenses) and liabilities which any of Party A and its Affiliates and
Subsidiaries may sustain,
suffer or incur in connection with the Transactions contemplated under this Agreement and
as a result of any breach
of this Agreement or the
Transaction Documents.

     

    
      
        Framework
Agreement

        
        

      

      
        - 14
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    
      	
              7.7

            	
              Notification

            


    

     

    
      
        	
              	
                7.7.1

              	
                Party A shall promptly notify Party B upon becoming aware of any event that
      may show, reveal or cause any of the representations or warranties of Party A hereunder to have been or be incorrect, untrue, misleading
      or breached in any
      material respect.

              


      

       

      
        
          	
                	
                  7.7.2

                	
                  Party B shall promptly notify Party A upon becoming aware of any event
      that may show, reveal or cause any representations or warranties given by Party
      B hereunder as or to be incorrect, untrue,
      misleading or breached in any material
  respect.

                


        

      

    

     

    Chapter
8 Conditions Precedent

    


    8.1           Conditions
Precedent

    


    
      	
               
      

            	
              The
      Closing is subject to the satisfaction of all of the following conditions
      precedent:

            


    

    


    
      	
               
      

            	
              8.1.1

            	
              the
      execution and delivery of the Transaction Documents by all the parties
      thereto;

            


    

    


    
      	
               
      

            	
              8.1.2

            	
              the
      representations and warranties of Party A remaining true and accurate and
      being fully adhered to in all material respects at the time of
      Closing;

            


    

    


    
      	
               
      

            	
              8.1.3

            	
              the
      due performance of Party A’s covenants under Articles 7.1 and
      7.2;

            


    

    


    
      	
               
      

            	
              8.1.4

            	
              employment
      contracts or secondment contracts having been entered into between the
      Transferred Staff and the New Co in such form and substance as to be
      acceptable to the Parties.

            


    

    


    
      	
               
      

            	
              8.1.5

            	
              the
      due performance of Party A’s covenants under Articles 2.2, 3.1, 4.1 and
      4.2.

            


    

    


    8.2           Satisfaction and Waiver of
Conditions Precedent

     

    
      
        Framework
Agreement

        
        

      

      
        - 15
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    
      	
               
      

            	
              8.2.1

            	
              Within
      3 working days after the satisfaction of the conditions precedent
      described in Article 8.1, Party B shall notify Party A upon the satisfaction of all conditions precedent described in Article
      8.1.  Within 3 business days after
      the said notification, Party A shall confirm the same in writing
      to Party
      B.  The Closing shall then be arranged within
      3 working days after receipt of Party A’s confirmation.

            


    

    


    
      	
               
      

            	
              8.2.2

            	
              In
      the event that the conditions precedent set forth in Article 8.1 are not
      fulfilled (or waived as provided in Article 8.2.3) before a date agreed by
      the Parties, or such later date as the parties may subsequently agree,
      this Agreement (except Chapter 13, Articles 14.3 and 14.4) shall become
      null and void and be of no further effect whatsoever and all the
      obligations and liabilities of the parties hereunder shall cease and
      terminate (save for any antecedent breaches of this
      Agreement).

            


    

    


    
      	
               
      

            	
              8.2.3

            	
              One
      or more of the conditions precedent listed in Article 8.1 may be waived by
      Party B at its sole discretion by sending a notice in writing to Party A
      and New Co.

            


    

     

    Chapter
9 Closing

    


    9.1           Closing

    


    Subject
to the conditions precedent having been fulfilled (or waived as provided in
Article 8.2.3), Closing shall be held at Kunming Television
Station.

    


    At
Closing, to the extent not previously executed and delivered, the Parties shall
cause each party thereto to execute and deliver the Transaction
Documents.

    


    9.2           Payment
of  Purchase Price

    


    New Co.
shall pay the Purchase Price after Closing in accordance with Article
5.3.

     

    Chapter
10 Effectiveness and
Termination

     

    
      	
              10.1

            	
              Effective
      Date

            


    

    


    This
Agreement shall be effective upon the date of its signing by the
Parties.

    


    
      
        Framework
Agreement

        
        

      

      
        - 16
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

       

    

    
      	
              10.2

            	
              Termination

            


    

     

    
      	
            	
              10.2.1

            	
              This
      Agreement shall terminate with immediate effect if the parties cannot
      complete the negotiation and execution of the agreements necessary for the
      transactions contemplated under this Agreement above within 90 days after
      the execution hereof unless such period is extended by the
      parties.

            


    

     

    
      	
            	
              10.2.2

            	
              This
      Agreement may be terminated with immediate effect by any party by means of
      written notice to all of the other parties under any of the following
      circumstances:

            


    

     

    
      	
            	
              10.2.2.1

            	
              where
      Closing has not occurred on or before the date agreed by the Parties,
      provided, however, that the right to terminate this Agreement shall not be
      available to any party whose failure in any material respect to fulfill
      any obligation under this Agreement shall have been the cause of the
      failure for any condition precedent to Closing to be
      satisfied;

            


    

     

    
      	
            	
              10.2.2.2

            	
              where
      the other party has committed a breach of this Agreement, as described in
      Article 11.1;

            


    

     

    
      	
            	
              10.2.2.3

            	
              where
      the other party becomes insolvent, if an order is made or resolution
      passed for the administration, winding-up or dissolution of any party
      (otherwise than for the purposes of a solvent corporate reconstruction),
      if an administrative or other receiver, manager, liquidator,
      administrator, trustee or similar officer is appointed over all or a
      substantial part of the assets of such other party, or if such other party
      enters into or proposes any composition or arrangement with its creditors
      generally analogous to the foregoing;
or

            


    

     

    
      	
            	
              10.2.2.4

            	
              where Force Majeure prevails for a period of
      30 days or more and has a material
      adverse effect on
      this Agreement.

            


    

     

    
      	
              10.3

            	
              Consequence Upon
      Termination

            


    

    


    
      
        Framework
Agreement

        
        

      

      
        - 17
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

       

    

    
      	
               
      

            	
              Upon
      termination hereof, this Agreement shall be null and void  and
      no Party shall have any right against any of the other Parties in
      connection with this Agreement; provided, however, that nothing herein
      shall relieve any party of any liability incurred before the termination
      of this Agreement.

            


    

     

    Chapter
11 Events of Breach

    


    
      
        	
                11.1

              	
                Events of
      Breach

              


      

    

    


    
      	
               
      

            	
              The
      occurrence of any 1 or more of the following events shall constitute a
      breach of this Agreement:

            


    

     

    
      	
            	
              11.1.1

            	
              either
      party 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 the other party’s written notice requesting such remedy;
      and

            


    

     

    
      	
            	
              11.1.2

            	
              any
      representation or warranty made by either party shall prove to have been
      or become false or misleading in any material
  respect.

            


    

     

    
      	
              11.2 

            	
              Liabilities for
      Breach

            


    

     

    
      	
            	
              11.2.1

            	
              Where
      either Party commits a breach of this Agreement, it shall be liable to
      compensate the other Party for any and all damages caused to it as a
      result of the breach, excluding indirect or consequential
      damages.

            


    

     

    
      	
            	
              11.2.2

            	
              Where
      either Party commits a breach of this Agreement and fails to rectify such
      breach within 60 days after the other Party serves a  notice of
      default, the non-defaulting Party shall be entitled to terminate this
      Agreement. The defaulting Party shall pay to the non-defaulting Party a
      penalty of US$ 100,000, together with compensation for the breach as contemplated in Article
      11.2.1.

            


    

    


    


    Chapter
12 Force Majeure

     

    12.1        
Consultation

    


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

     

    12.2        
Relief
from Obligations

    


    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.

     

    
      
        Framework
Agreement

        
        

      

      
        - 18
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

    
12.3        
Suspension
of Performance

    


    Subject to this Chapter 11, 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 either Party.

    


    12.4         Written
Evidence

    


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

    


    
      12.5        
Non-Exemption

    

    


    A Party shall not be exempted from
any of its liability under this Agreement where Force Majeure occurs following the delay by that
Party to perform such
obligations.

     

    Chapter
13 Confidentiality

    


    13.1        
Non-Disclosure

    


    From the date hereof until 5 years hereafter, neither Party shall disclose or communicate to any
person, other than to their
respective employees and the employees of their respective
Affiliates for the sole
purpose of implementing the agreements contemplated hereunder or as instructed
by the other
parties, any Trade Secret
which may be within or may come into its knowledge.

    


    13.2        
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.

     

    
      
        Framework
Agreement

        
        

      

      
        - 19
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

    
13.3        
Exceptions

    


    The disclosure of a Trade Secret by either Party shall not be deemed to be in breach of
this Chapter if any of the following circumstances apply:

     

    
      
        	
              	
                13.3.1

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

              


      

    

     

    
      	
            	
              13.3.2

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

            


    

     

    
      	
            	
              13.3.3
      

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

            


    

     

    
      	
            	
              13.3.4
      

            	
              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.

            


    

     

    Chapter
14 Miscellaneous

    


    
      	
              14.1

            	
              Copies

            


    

     

    
      	
            	
              14.1.1

            	
              This
      Agreement shall be executed in 2 sets of original, in the Chinese
      languages, with 1 set of original for each
  party.

            


    

     

    
      	
            	
              14.1.2

            	
              This
      Agreement may be executed in 1 or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when
      taken together, will be deemed to constitute one and the same
      instrument.

            


    

     

    
      	
              14.2

            	
              Notice

            


    

     

    All
notices and communications  between the parties shall be made in
writing and in the English and Chinese languages by facsimile transmission,
delivery in person (including courier service) or registered airmail letter to
the appropriate correspondence addresses set forth below:

     

    
      
        Framework
Agreement

        
        

      

      
        - 20
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    If to
Party A: Kunming Television Station

    


    
      	
               
      

            	
              Address:

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

            


    

    
      	
               
      

            	
              Telephone:

            	
              (0871)
      5392918

            


    

    
      	
               
      

            	
              Fax:

            	
              (0871)
      5392188

            


    

    
      	
               
      

            	
              Attention:

            	
              Lv
      Yongping

            


    

    


    If to
Party B: Advertising Networks Limited

    


    
      	
               
      

            	
              Address:

            	
              Suite
      A-16E, Oriental Kenzo, No. 48, Dongzhimenwai Avenue, Dongcheng District,
      Beijing

            


    

    
      	
               
      

            	
              Telephone:

            	
              (86)-010-84549851

            


    

    
      	
               
      

            	
              Fax:

            	
              (86)-010-84477246

            


    

    
      	
               
      

            	
              Attention:

            	
              Mr.
      Li Shuangqing

            


    

    


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

     

    
      	
            	
              14.2.1

            	
              if
      by facsimile transmission, at the time displayed in the corresponding
      transmission record, unless such facsimile is sent after 5:00 p.m. or on a
      non-business day in the place where it is received, in which case the date
      of receipt shall be deemed to be the following working
  day;

            


    

     

    
      	
            	
              14.2.2

            	
              if
      in person (including courier service), on the date that the receiving
      party signs for the document; or

            


    

     

    
      	
            	
              14.2.3

            	
              if
      by registered mail (including express mail), 7 days after the issuance of
      a receipt by the post office.

            


    

    


    
      	
              14.3

            	
              Governing
      Law

            


    

    


    
      	
               
      

            	
              The
      formation of this Agreement, its validity, interpretation, execution and
      settlement of disputes hereunder will be governed by PRC
    Law.

            


    

    


    
      	
              14.4

            	
              Dispute
      Resolution

            


    

     

    
      	
            	
              14.4.1

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

            


    

     

    
      	
            	
              14.4.2

            	
              If
      the dispute cannot be resolved in the above manner within 30 days after
      the commencement of consultations, either Party may submit the dispute to
      China International Economic Trade Arbitration Commission for arbitration.
      The award shall be final and binding to the
  Parties.

            


    

     

    
      
        Framework
Agreement

        
        

      

      
        - 21
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    
      	
            	
              14.4.3

            	
              For the period during which any dispute has been submitted to
      arbitration, the Parties shall continue to perform
      their obligations
      under this
      Agreement.

            


    

    


    14.5       
Waiver

    


    
      	
               
      

            	
              No
      failure or delay on the part of either party in the exercise of any right
      hereunder shall impair such right or be construed to be a waiver of such
      right or acquiescence in any breach of any representation, warranty,
      covenant or agreement herein, nor shall any single or partial exercise or
      waiver of any such right preclude other or further exercise thereof or of
      any other right, except as otherwise stipulated by law or covenanted by
      the parties concerned.

            


    

    


    14.6
        Entire
Agreement

    


    
      	
               
      

            	
              This
      Agreement, along with the Transaction Documents, constitutes the entire
      agreement between the parties with respect to its subject
      matter.

            


    

    


    14.7        
Amendment

    


    
      	
               
      

            	
              No
      amendment or other modification of this Agreement shall be effective
      unless the same shall be in writing and signed by an authorized
      representative of each party hereto, and then such amendment or other
      modification shall be an integral part of, and have the same effectiveness
      as, this Agreement.

            


    

    


    14.8        
Assignment

    


    
      	
               
      

            	
              No
      party may assign any of its rights and/or obligations under this Agreement
      without the prior written consent of the other party.  Subject
      to the preceding sentence, this Agreement will apply to, be binding in all
      respects upon, and inure to the benefit of, the successors, heirs,
      personal representatives, executors and permitted assigns of the
      parties.

            


    

    


    14.9        
Severability

    


    
      	
               
      

            	
              Where
      any provision of this Agreement is subject to dispute or is determined by
      a competent court, arbitral body or government organization to be invalid
      or unenforceable, the remainder of this Agreement shall continue in full
      force and effect.

            


    

     

    
      
        Framework
Agreement

        
        

      

      
        - 22
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    14.10      
Cost and
Expense

    


    
      	
               
      

            	
              Except
      as otherwise expressly set forth herein or in any related documents, all
      fees, costs and expenses incurred in connection with the negotiation,
      execution, delivery and performance of this Agreement and the Transaction
      Documents shall be paid by the Party or Parties incurring such fees, costs
      or expenses.

            


    

    


    [The
space below is intentionally left blank.]

     

    
      
        Framework
Agreement

        
        

      

      
        - 23
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    IN WITNESS WHEREOF, the
Parties hereto have duly executed and affixed their company’s seal on this
signature page and the perforation of this Agreement on the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    Kunming
      Television Station

                                                                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                    By:

                                                                  	                
      	 
      
	
                                                                    Name:

                                                                  	 
      	 
      
	
                                                                    Title:

                                                                  	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                    Advertising
      Networks Limited.

                                                                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                    By:

                                                                  	             
        	 
      
	
                                                                    Name:
      Clive Ng

                                                                  	 
      
	
                                                                    Title:
      Chairman

                                                                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                    Advertising
      Networks Limited.

                                                                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                                                    By:

                                                                  	                   
        	 
      
	
                                                                    Name:
      Li Shuangqing

                                                                  	 
      
	
                                                                    Title:
      CEO

                                                                  	 
      


                                                          

                                                           

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        Framework
Agreement

        
        

      

      
        - 24
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    Schedule
A

    


    List
of Assets

     

    List
of Contributed Assets

    
 

    List
of Transferred Assets

     

    
      
        Framework
Agreement

        
        

      

      
        - 25
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    Schedule
B

    


    List
of Party A’s Key Staff

     

    
      
        Framework
Agreement

        
        

      

      
        - 26
-

        
          

        

      

      
        
        

        [Reference
Translation]

      

    

     

    Schedule
C

    


    


    List
of Governmental Authorizations

     

    
      
        Framework
Agreement

        
        

      

      
        - 27
-