Exhibit
10.14

    

     

      
        

      

    

     

    Equity
Joint Venture Contract

     

    of
[ o ]

    
      
 

    between

     

    China
Yellow River Television Station

     

    and

     

    Advertising
Networks Limited

     

     

    May
2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        [Execution
Copy]

      

    

     

    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        Sections

                                                                      	 
      	
                                                                        Page

                                                                      
	 	 	 
	
                                                                        Section
      1

                                                                      	
                                                                        Definitions

                                                                      	
                                                                        3

                                                                      
	 	 	 
	
                                                                        Section
      2

                                                                      	
                                                                        Establishment
      of the Company

                                                                      	
                                                                        8

                                                                      
	 	 	 
	
                                                                        Section
      3

                                                                      	
                                                                        Goals
      and Scope of Business Operations

                                                                      	
                                                                        8

                                                                      
	 	 	 
	
                                                                        Section
      4

                                                                      	
                                                                        Total
      Investment, Registered Capital and Increase of Registered
      Capital

                                                                      	
                                                                        8

                                                                      
	 	 	 
	
                                                                        Section
      5

                                                                      	
                                                                        Transfer
      of Interest

                                                                      	
                                                                        10

                                                                      
	 	 	 
	
                                                                        Section
      6

                                                                      	
                                                                        Responsibilities
      of the Parties

                                                                      	
                                                                        14

                                                                      
	 	 	 
	
                                                                        Section
      7

                                                                      	
                                                                        Confidential
      Information,  Publicity, Intellectual Property Rights and
      Access

                                                                      	
                                                                        16

                                                                      
	 	 	 
	
                                                                        Section
      8

                                                                      	
                                                                        Board
      of Directors

                                                                      	
                                                                        18

                                                                      
	 	 	 
	
                                                                        Section
      9

                                                                      	
                                                                        Supervisor

                                                                      	
                                                                        20

                                                                      
	 	 	 
	
                                                                        Section
      10

                                                                      	
                                                                        Management
      of the Company

                                                                      	
                                                                        21

                                                                      
	 	 	 
	
                                                                        Section
      11

                                                                      	
                                                                        Budgets
      and Business Plan

                                                                      	
                                                                        24

                                                                      
	 	 	 
	
                                                                        Section
      12

                                                                      	
                                                                        Financial,
      Accounting and Auditing System

                                                                      	
                                                                        25

                                                                      
	 	 	 
	
                                                                        Section
      13

                                                                      	
                                                                        Foreign
      Exchange

                                                                      	
                                                                        28

                                                                      
	 	 	 
	
                                                                        Section
      14

                                                                      	
                                                                        Profits
      Distribution

                                                                      	
                                                                        28

                                                                      
	 	 	 
	
                                                                        Section
      15

                                                                      	
                                                                        Staff,
      Workers and Trade Union

                                                                      	
                                                                        28

                                                                      
	 	 	 
	
                                                                        Section
      16

                                                                      	
                                                                        Insurance

                                                                      	
                                                                        30

                                                                      
	 	 	 
	
                                                                        Section
      17

                                                                      	
                                                                        Term,
      Termination and Liquidation

                                                                      	
                                                                        30

                                                                      
	 	 	 
	
                                                                        Section
      18

                                                                      	
                                                                        Liquidation
      Procedures

                                                                      	
                                                                        32

                                                                      
	 	 	 
	
                                                                        Section
      19

                                                                      	
                                                                        Amendment
      and Modification of the Contract

                                                                      	
                                                                        34

                                                                      
	 	 	 
	
                                                                        Section
      20

                                                                      	
                                                                        Liability
      for Breach of Contract

                                                                      	
                                                                        35

                                                                      
	 	 	 
	
                                                                        Section
      21

                                                                      	
                                                                        Force
      Majeure

                                                                      	
                                                                        36

                                                                      
	 	 	 
	
                                                                        Section
      22

                                                                      	
                                                                        Governing
      Law and Dispute Resolution

                                                                      	
                                                                        37

                                                                      
	 	 	 
	
                                                                        Section
      23

                                                                      	
                                                                        Representations
      and Warranties

                                                                      	
                                                                        38

                                                                      
	 	 	 
	
                                                                        Section
      24

                                                                      	
                                                                        Effectiveness
      of the Contract and Miscellaneous

                                                                      	
                                                                        40

                                                                      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                Appendix

              	
                List of Contributed
      Assets

              


      

    

     

    
      
        Equity
Joint Venture Contract

        
        

      

      
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        [Execution
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    This Equity Joint Venture Contract (this "Contract") is made on this [ o ] of 2008 in Taiyuan, Shanxi Province, the People’s Republic of China (“PRC”).

    


    BETWEEN:

    


    
      	
              (1)

            	
              China Yellow River Television
      Station (Party A), a PRC television station with its registered
      address at No. 318, Yingze Avenue, Taiyuan City, Shanxi
      Province;

            


    

    


    and

    


    
      	
              (2)

            	
              Advertising
      Networks Limited (Party B), a Hong Kong Special Administrative Region of
      the PRC (Hong Kong) company with its  registered address at
      12/F, Ruttonjee House, 11 Duddell ST, Central, Hong
  Kong.

            


    

    


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

    


    WHEREAS:

     

    
      	
              (A)

            	
              Party A is a PRC TV station owning Shanxi Yellow River
      Minsheng Channel and Shanxi Literature Broadcast Channel,
      and possessing extensive experience, technology and human resources in the development of 3D cartoons for  advertising purposes and computer graphic development;

            


    

     

    
      	
              (B)

            	
              Party B is a Hong Kong Company
      possessing abundant financing and extensive investment and project management
      experience in advertising development and technical services;
  and

            


    

     

    
      	
              (C)

            	
              The Parties mutually seek the benefits of jointly establishing a Sino-Foreign equity joint venture enterprise (“Company”) in Taiyuan, Shanxi Province
      to operate development of 3D cartoons for advertising purposes and computer graphic development business:

            


    

    


    


    NOW,
THEREFORE, the Parties
hereby agree as follows:

     

    SECTION
1       DEFINITIONS

     

    
      	
              1.1

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

            


    

     

    
      
        Equity
Joint Venture Contract

        
        

      

      
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                                                                                          Affiliate Company

                                                                                        	 	
                                                                                          in
      relation to an entity, means a company:

                                                                                          (1)
      in which the entity holds, directly or indirectly, at least 10% of the
      equity interest or voting rights;

                                                                                          (2)
      which is a subsidiary of the entity’s parent company;

                                                                                          (3)
      which owns or controls, directly or indirectly, any equity interest or
      voting rights of the parent company of the entity; or

                                                                                          (4)
      which is a subsidiary of the parent company of the entity described in (3)
      above.

                                                                                        
	 	 	 
	
                                                                                          Approval
    Date

                                                                                        	 	
                                                                                          means the date of issuance of a
      document by the Examination and Approval Authority approving this Contract and the
      Articles of Association, and without making any substantive amendments
      thereto.

                                                                                        
	 	 	 
	
                                                                                          Approvals

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

                                                                                        
	 	 	 
	
                                                                                          Articles of
      Association

                                                                                        	 	
                                                                                          means the Articles of Association
      of the Company executed concurrently herewith by the
      Parties.

                                                                                        
	 	 	 
	
                                                                                          Board

                                                                                        	 	
                                                                                          means the board of directors of
      the Company.

                                                                                        
	 	 	 
	
                                                                                          Budget

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

                                                                                        
	 	 	 
	
                                                                                          Business
Day

                                                                                        	 	
                                                                                          means any day other than a
      Saturday, Sunday or other day on which commercial banks in the PRC
      are required or
      authorized by Law or executive order to be
  closed.

                                                                                        
	 	 	 
	
                                                                                          Business
      License

                                                                                        	 	
                                                                                          means the business license of the
      Company issued by SAIC following the approval of this Contract and the
      Articles of Association without altering in any material respects
      the
      Company’s business scope as set forth in
      Section 3.2(a).

                                                                                        
	 	 	 
	
                                                                                          Business
    Plan

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

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  
                                                                                    Equity
Joint Venture Contract

                                                                                    
                                                                                    

                                                                                  

                                                                                  
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                                                                                          Confidential
      Information

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

                                                                                        
	 	 	 
	
                                                                                          Dispute

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

                                                                                        
	 	 	 
	
                                                                                          Encumbrance

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

                                                                                        
	 	 	 
	
                                                                                          Equity
    Interest

                                                                                        	 	
                                                                                          means equity interest in the
      Company.

                                                                                        
	 	 	 
	
                                                                                          Establishment
      Date

                                                                                        	 	
                                                                                          means the date the Business
      License is issued by SAIC.

                                                                                        
	 	 	 
	
                                                                                          Examination and Approval
      Authority

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

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  
                                                                                    Equity
Joint Venture Contract

                                                                                    
                                                                                    

                                                                                  

                                                                                  
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                                                                                          Feasibility Study Report

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

                                                                                        
	 	 	 
	
                                                                                          Financial
      Statements

                                                                                        	 	
                                                                                          means the PRC Financial Statements
      and the GAAP Statements.

                                                                                        
	 	 	 
	
                                                                                          Foreign Exchange
      Regulations

                                                                                        	 	
                                                                                          means applicable PRC foreign
      exchange Law.

                                                                                        
	 	 	 
	
                                                                                          General
    Manager

                                                                                        	 	
                                                                                          means the general
      manager of the
      Company.

                                                                                        
	 	 	 
	
                                                                                          Independent
      Auditor

                                                                                        	 	
                                                                                          means the independent auditor of
      the Company selected by the Board in accordance with Section
      12.4.

                                                                                        
	 	 	 
	
                                                                                          Intellectual
      Property

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

                                                                                        
	 	 	 
	
                                                                                          Law

                                                                                        	 	
                                                                                          means all applicable laws, regulations,
      rules and orders of any governmental authority, securities exchange or other
      self-regulatory body, including any ordinance, statute or other
      legislative measure and any regulation, rule, treaty, order, decree or
      judgment.

                                                                                        
	
                                                                                           

                                                                                        	 	 
	
                                                                                          Person

                                                                                        	 	
                                                                                          means an individual, corporation,
      joint venture, enterprise, partnership, trust, unincorporated association,
      limited liability company, government or any department or agency thereof,
      or any other entity.

                                                                                        
	
                                                                                           

                                                                                        	 	 
	
                                                                                          Registered
      Capital

                                                                                        	 	
                                                                                          means the registered capital of
      the Company.

                                                                                        
	
                                                                                           

                                                                                        	 	 
	
                                                                                          Related
    Party

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

                                                                                        


                                                                                

                                                                                 

                                                                                
                                                                                  
                                                                                    Equity
Joint Venture Contract

                                                                                    
                                                                                    

                                                                                  

                                                                                  
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                                                                                        RMB

                                                                                      	 	
                                                                                        means Renminbi, the legal tender of the
      PRC.

                                                                                      
	
                                                                                         

                                                                                      	 	 
	
                                                                                        SAFE

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

                                                                                      
	 	 	 
	
                                                                                        SAIC

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

                                                                                      
	 	 	 
	
                                                                                        Subsidiary

                                                                                      	 	
                                                                                        of a Person  means any
      other Person that the relevant Person
      controls.

                                                                                      
	 	 	 
	
                                                                                        Supervisor

                                                                                      	 	
                                                                                        means the supervisor of the
      Company appointed by
      the Parties.

                                                                                      
	 	 	 
	
                                                                                        Total
      Investment

                                                                                      	 	
                                                                                        means the total amount of
      investment of the Company.

                                                                                      
	 	 	 
	
                                                                                        Transaction
      Documents

                                                                                      	 	
                                                                                        means any documents entered into pursuant to PRC Law for the undertaking of the
      transactions contemplated by the Parties to the cooperation, of which the details and scope
      will be further covenanted by the Parties.

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

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

                                                                                      
	 	 	 
	
                                                                                        Joint Venture
      Law

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

                                                                                      


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        Equity
Joint Venture Contract

        
        

      

      
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        [Execution
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    SECTION
2       ESTABLISHMENT OF THE
COMPANY

    


    
      	
              2.1

            	
              Establishment.  The
      Parties hereby agree to establish a Sino-Foreign equity joint
      venture enterprise [ o
      ] (Company) in Taiyuan City, Shanxi
      Province, PRC in accordance with the Joint Venture Law, this Contract
      and the Articles of
Association.

            


    

    


    
      	
              2.2

            	
              Name.  The name of the
      Company shall be  [ o ]
      in Chinese, and
      [
      o ] in English. The
      legal address of the Company shall be  [ o ]
      . 

            


    

    


    
      	
              2.3

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

            


    

    


    


    SECTION
3        GOALS AND SCOPE OF BUSINESS
OPERATIONS

    


    
      	
              3.1

            	
              Goals.

            


    

    


    The goals in establishing the Company are
to:

    


    
      	
            	
              (a)

            	
              strengthen cooperation and exchange
      between the Parties in the PRC’s advertising cartoon and graphic development technical service sector;

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

    


    
      	
              3.2

            	
              Business
      Scope.

            


    

    


    
      	
            	
              (a)

            	
              The business scope of the Company
      shall be the following: design and development of computer
      graphic, design and development of 3D cartoons, management consultation and technical support.

            


    

    


    
      	
            	
              (b)

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

            


    

    


    


    SECTION
4        TOTAL INVESTMENT, REGISTERED CAPITAL
AND INCREASE OF REGISTERED
CAPITAL

    


    
      	
              4.1

            	
              Total
      Investment and Registered Capital.

            


    

     

    
      
        Equity
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              (a)

            	
              The Total Investment shall be
      RMB270,000,000.

            


    

    


    
      	
            	
              (b)

            	
              The Registered Capital shall
      be RMB 90,000,000.

            


    

    


    
      	
            	
              (c)

            	
              The difference between the Total
      Investment and the Registered Capital can be raised by the Company through
      provision of shareholder loans by Party B or a third party to the
    Company.

            


    

    


    
      	
              4.2

            	
              Contributions
      of each Party.

            


    

    


    
      	
            	
              
                (a)

              

            	
              Party A shall contribute the
      assets (Contributed
      Assets, as listed in Appendix) to the Registered Capital of the Company. The
      valuation of
      Contributed Assets will be RMB 45,000,00 in accordance with the appraisal
      report as of ___ ______ 2008, which shall be 50% of the
      Registered Capital of the
Company.

            


    

    


    
      	
            	
              (b)

            	
              Party B shall contribute US$ equivalent to RMB 45,000,000which shall be 50% of the
      Registered Capital of the
Company.

            


    

    


    
      	
            	
              (c)

            	
              Upon the completion of
      the appraisal of the assets mentioned above
      and the Company receives the approval certificate, Party A shall pay 40% of the
      Contributed
      Assets within 30 days, while Party B shall make the initial
      contribution which shall be 40% of its contribution (Party B’s Initial Contribution) in the form of cash in US$ equivalent to RMB 18,000,000 (in accordance with the median foreign exchange rate that is set by the People’s Bank of China on the Payment</fon t> Date)within 30 days. 

            


    

     

    
      	
            	
              (d)

            	
              Parties shall be responsible for
      its rest contribution
      to the Company within 2 years from the Establishment Date, which shall be in the form of
      assets or
      US$ cash equivalent to RMB 27,000,000.

            


    

    


    
      	
              4.3

            	
              Investment
      Certificates.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              4.4

            	
              Increase
      of Registered Capital. 

            


    

    


    If the Registered Capital is increased
pursuant to the terms and conditions of this Contract and applicable laws and
regulations, each Party shall have the right (but not the obligation) to
subscribe for such portion of the increased Registered Capital such that subsequent to the subscription
such Party will maintain the percentage Equity Interest at that it held
immediately prior to the relevant increase of the Registered Capital.

    


    
      
        Equity
Joint Venture Contract

        
        

      

      
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    SECTION
5     TRANSFER
OF INTEREST

    


    
      	
              5.1

            	
              Limitations
      on Transfers.

            


    

    


    
      	
               
      

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

            


    

     

    
      	
              5.2

            	
              Lockup.

            


    

    


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

    


    
      	
              5.3

            	
              Compliance.

            


    

    


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

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    
      
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              (c)

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

            


    

    


    
      	
              5.4

            	
              Right
      of First Offer.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

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

    


    
      	
            	
              (c)

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

            


    

     

    
      
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              (d)

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

            


    

    


    
      	
            	
              (e)

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

            


    

     

    
      	
            	
              (f)

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

            


    

     

    
      
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              5.5

            	
              Further
      Assurances.

            


    

    


    
      
        	
              	
                (a)

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

              
	 	 


      

    

    
      	
            	
              (b)

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

            


    

     

    
      
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    SECTION
6       RESPONSIBILITIES OF THE
PARTIES

    


    
      	
              6.1

            	
              Responsibilities
      of
      Party
      A

            


    

    


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

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

    


    
      	
            	
              (d)

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

            


    

    


    
      	
            	
              (e)

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

            


    

    


    
      	
            	
              (f)

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

            


    

     

    
      
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              (g)

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

            


    

    


    
      	
            	
              (h)

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

            


    

    
      	
               
      

            	 


    

    
      	
              6.2

            	
              Responsibilities
      of Party
      B.

            


    

    


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

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

    


    
      	
            	
              (d)

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

            


    

    


    
      	
            	
              (e)

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

            


    

    


    
      	
            	
              (f)

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

            


    

    


    
      	
            	
              (g)

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

            


    

     

    
      
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              (h)

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

            


    

     

    SECTION
7       CONFIDENTIAL INFORMATION, 
PUBLICITY, INTELLECTUAL PROPERTY RIGHTS AND
ACCESS

    


    
      	
              7.1

            	
              Confidentiality.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (i)

            	
              keep the Confidential Information
      confidential;

            


    

    


    
      	
            	
              (ii)

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

            


    

    


    
      	
            	
              (iii)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

    


    
      	
            	
              (d)

            	
              The provisions of this
      Section 7.1 shall not
      apply to:

            


    

    


    
      	
            	
              (i)

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

            


    

     

    
      
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              (ii)

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

            


    

    


    
      	
            	
              (iii)

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

            


    

    


    
      	
            	
              (iv)

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

            


    

    


    
      	
            	
              (v)

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

            


    

    


    
      	
              7.2

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

            


    

     

    
      
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              7.3

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

            


    

    


    
      	
              7.4

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

            


    

     

    SECTION
8       BOARD OF DIRECTORS

    


    
      	
              8.1

            	
              The
      Board.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

     

    
      
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              (d)

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

            


    

    


    
      	
            	
              (e)

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

            


    

    


    
      	
            	
              (f)

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

            


    

    


    
      	
            	
              (g)

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

            


    

    


    
      	
              8.2

            	
              Meetings.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

            	
              Three directors present in person or by proxy
      throughout the entire meeting shall constitute a quorum for all meetings
      of the Board.  Each director has one vote. The Chairman has no casting
  vote.

            


    

     

    
      
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              8.3

            	
              Voting.

            


    

    


    
      	
            	
              (a)

            	
              Decisions with respect to those
      matters that are
      required by Law at the time the relevant resolution is adopted to be
      approved by unanimous approval of the Board shall require the unanimous
      approval of the Board.  As at the date of this
      Contract, the
      following matters require the unanimous approval of the
  Board:

            


    

    


    
      	
            	
              (i)

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

            


    

    
      	
               
      

            	 


    

    
      	
            	
              (ii)

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

            


    

    
      	
               
      

            	 


    

    
      	
            	
              (iii)

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

            


    

    


    
      	
            	
              (iv)

            	
              mortgage of assets of the Company;
      and

            


    

    


    
      	
            	
              (v)

            	
              amendment of the Articles of
      Association.

            


    

    


    
      	
            	
              (b)

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

            


    

     

    SECTION
9       SUPERVISOR

    


    
      	
              9.1

            	
              Supervisor

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

     

    
      
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              (d)

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

            


    

    


    
      	
              9.2

            	
              Authorities
      of Supervisor

            


    

    


    
      	
            	
              (a)

            	
              monitor the financial affairs of
      the Company;

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

    


    
      	
            	
              (d)

            	
              bring forward any other proposals
      to the Parties.

            


    

    


    
      	
              9.3

            	
              Liability
      of the Supervisor

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    SECTION
10       MANAGEMENT OF THE COMPANY

    


    
      	
              10.1

            	
              Senior
      Managers.

            


    

    


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

     

    
      
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              (a)

            	
              The general manager shall be designated by Party B and
      appointed by the
      Board.  The initial general manager shall be  [ o ] .

            


    

    


    The general manager shall have the
following powers:

    


    
      	
            	
              (i)

            	
              implementing the business plan
      approved by the Board;

            


    

    


    
      	
            	
              (ii)

            	
              formulating the rules and regulations of the
      Company;

            


    

    


    
      	
            	
              (iii)

            	
              implementing the resolutions of the board of
      directors;

            


    

    


    
      	
            	
              (iv)

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

            


    

    


    
      	
            	
              (v)

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

            


    

    


    
      	
            	
              (vi)

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

            


    

    


    
      	
            	
              (vii)

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

            


    

    


    
      	
            	
              (viii)

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

            


    

    


    
      	
            	
              (b)

            	
              The Financial Manager shall be appointed by Party
      B.

            


    

    


    
      	
            	
              (c)

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

            


    

    


    
      	
            	
              (d)

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

            


    

     

    
      
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              10.2

            	
              Financial
      Manager

            


    

    


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

    


    
      	
              10.3

            	
              Quarterly
      Operational Reviews and Monthly Updates.

            


    

    


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

    


    
      	
              10.4

            	
              Ethical
      Business Practices.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    
      
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              (c)

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

            


    

    


    
      	
            	
              (d)

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

            


    

     

    SECTION
11       BUDGETS AND BUSINESS PLAN

    


    
      	
              11.1

            	
              Initial
      Business Plan.

            


    

    


    Each Party shall cause the director(s)
appointed by it to vote at the first meeting of the Board to adopt a resolution
approving the Initial Business Plan.  If any director does not vote in
favor of such resolution,
the Party that appointed such director shall promptly remove and replace such
director and cause the newly appointed director to vote in favor of such
resolution.

    


    
      	
              11.2

            	
              Preparation
      of the Budget and Updating of Business Plan.

            


    

    


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

     

    
      
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              11.3

            	
              Failure
      to Agree.

            


    

    


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

     

    SECTION
12       FINANCIAL, ACCOUNTING AND AUDITING
SYSTEM

    


    
      	
              12.1

            	
              Financial
      and Accounting System.

            


    

    


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

    


    
      	
              12.2

            	
              Financial
      Year.

            


    

     

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

    


    
      	
              12.3

            	
              Financial
      Matters and Reporting.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    
      
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              (c)

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

            


    

    


    
      	
            	
              (d)

            	
              The Company shall adopt the
      internationally used accrual basis and debit and credit accounting system
      in the keeping of accounts and to the extent permitted by applicable Law,
      those methods and
      principles that are consistent with international accounting
      standards.

            


    

    


    
      	
            	
              (e)

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

            


    

    


    
      	
            	
              (f)

            	
              The Company shall also prepare
      financial statements in a form acceptable under the US general accepted accounting
      principles
      ("GAAP Statements").  GAAP Statements shall be prepared in
      English and shall be
      derived from and reconciled with the PRC Financial
      Statements.

            


    

    


    
      	
            	
              (g)

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

            


    

    


    
      	
            	
              (h)

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

            


    

    


    
      	
            	
              (i)

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

            


    

     

    
      
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              (j)

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

            


    

    


    
      	
              12.4

            	
              Independent
      Auditor.

            


    

    


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

    


    
      	
              12.5

            	
              Audits
      by the Parties.

            


    

    


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

    


    
      	
              12.6

            	
              Taxes.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

     

    
      
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    SECTION
13       FOREIGN EXCHANGE

    


    
      	
              13.1

            	
              Foreign
      Exchange Matters.

            


    

    


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

    


    
      	
              13.2

            	
              Foreign
      Exchange Accounts.

            


    

    


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

     

    SECTION
14       PROFITS DISTRIBUTION

    


    
      	
              14.1

            	
              Profits
      Distribution Policy.

            


    

    


    The profits distribution policy of the
Company shall be determined by the Board and based on the IFRS
Statements. The distribution ratio is 50% to each Party
respectively.

     

    SECTION
15       STAFF, WORKERS AND TRADE
UNION

    


    
      	
              15.1

            	
              Employment
      Policies of the Company.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    
      
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              (c)

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

            


    

    


    
      	
            	
              (d)

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

            


    

    


    
      	
            	
              (e)

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

            


    

    


    
      	
            	
              (f)

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

            


    

    


    
      	
            	
              (g)

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

            


    

    


    
      	
              15.2

            	
              Trade
      Union.

            


    

    


    
      	
            	
              (a)

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

            


    

     

    
      
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              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

     

    SECTION
16       INSURANCE

    


    
      	
              16.1

            	
              Insurance.

            


    

    


    The Parties shall ensure that the
Company shall keep insured
at all times and maintain insurance policies in a sufficient amount and with
such coverage as are generally maintained by companies of the same standing and
in the same industry in the PRC.  Such policies shall be sufficient to
cover liabilities that the Company may
reasonably be considered at risk in the course of their respective
business.  The insurance shall be in the name of the Company, as
applicable, and any other Person having an insurable interest in the property of
the Company, as the case may
be.

     

    SECTION
17       TERM, TERMINATION AND
LIQUIDATION

    


    
      	
              17.1

            	
              Joint
      Venture Term.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    
      
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        [Execution
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              17.2

            	
              Termination.

            


    

    


    
      	
            	
              (a)

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

            


    

     

    
      	
            	
              (i)

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

            


    

    


    
      	
            	
              (ii)

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

            


    

    


    
      	
            	
              (iii)

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

            


    

    


    
      	
            	
              (iv)

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

            


    

    


    
      	
            	
              (v)

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

            


    

    
      
      

    

     

    
      
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              (vi)

            	
              upon the motion of any Party, if
      either of the conditions set forth below fail to be fulfilled within 90
      days after the execution date of this
      Contractor at any
      time thereafter;

            


    

    


    
      	
            	
              (1)

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

            


    

    


    
      	
            	
              (2)

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

            


    

    


    
      	
            	
              (vii)

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

            


    

    


    
      	
            	
              (viii)

            	
              upon the business license not being issued within 100 days after the execution date
      of this Contract 

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

     

    SECTION
18       LIQUIDATION
PROCEDURES

    


    
      	
              18.1

            	
              Liquidation
      of the Company.

            


    

    


    
      	
            	
              (a)

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

            


    

     

    
      
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              (b)

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

            


    

    


    
      	
              18.2

            	
              Liquidation
      Committee.

            


    

    


    
      	
            	
              (a)

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

            


    

     

    
      
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              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

    


    
      	
            	
              (d)

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

            


    

    


    
      	
            	
              (e)

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

            


    

    


    
      	
            	
              (f)

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

            


    

    


    


    SECTION
19       AMENDMENT AND MODIFICATION OF THE
CONTRACT

    


    
      	
              19.1

            	
              Amendment.

            


    

    


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

     

    
      
        Equity
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        [Execution
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              19.2

            	
              Changes
      in Law.

            


    

    


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

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    SECTION
20       LIABILITY FOR BREACH OF
CONTRACT

    


    
      	
              20.1

            	
              Breach
      of Contract.

            


    

    


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

    


    
      	
              20.2

            	
              Liability
      for Breach of Contract.

            


    

     

    
      
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              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    SECTION
21       FORCE MAJEURE

    


    
      	
              21.1

            	
              Occurrence
      and Consequences of an Event of Force Majeure.

            


    

     

    
      	
            	
              (a)

            	
              A Party that cannot perform its
      obligations under this Contract ("Hindered
      Party") in full or in
      part as a direct result of an event that is unforeseeable by the Hindered
      Party and of which
      the occurrence and consequences cannot be prevented or avoided by the
      Hindered Party, such as earthquakes, typhoons, floods, fires and other
      natural disasters, wars, insurrections and similar military actions, civil
      unrest and strikes, slowdowns, epidemics, embargoes, expropriation,
      injunctions or other restraints and actions of government (provided that
      the government entity involved is not the department in charge of the
      Hindered Party or its Affiliate) ("Event of Force
      Majeure"), shall not
      be deemed to be in
      breach of this Contract if all of the following conditions are
      met:

            


    

    


    
      	
            	
              (i)

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

            


    

     

    
      
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        [Execution
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              (ii)

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

            


    

    


    
      	
            	
              (iii)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    SECTION
22       GOVERNING LAW AND DISPUTE
RESOLUTION

    


    
      	
              22.1

            	
              Governing
      Law.

            


    

    


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

    


    
      	
              22.2

            	
              Dispute
      Resolution.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    
      
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        [Execution
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              (c)

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

            


    

    


    
      	
            	
              (d)

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

            


    

    


    
      	
            	
              (e)

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

            


    

     

    SECTION
23       REPRESENTATIONS AND
WARRANTIES

    


    
      	
              23.1

            	
              Representations
      and Warranties of the Parties.

            


    

    


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

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

     

    
      
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        [Execution
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              (c)

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

            


    

    


    
      	
            	
              (d)

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

            


    

    


    
      	
            	
              (e)

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

            


    

    


    
      	
            	
              (f)

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

            


    

    


    
      	
            	
              (g)

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

            


    

    


    
      	
              23.2

            	
              Representations
      and Warranties about
      the Contribution Assets Status
      of
      Party
      A

            


    

     

    Except for those disclosed to Party B,
Party A has full ownership
upon the Contributed Assets. No Encumbrance has been established upon the
Contributed Assets. Party A has not established any mortgage, pledge and any
other assurance.

     

    
      
        Equity
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        [Execution
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    SECTION
24       EFFECTIVENESS OF THE CONTRACT AND
MISCELLANEOUS

    


    
      	
              24.1

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

            


    

    


    
      	
              24.2

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

            


    

    


    
      	
              24.3

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

            


    

    


    
      	
              24.4

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

            


    

    


    
      	
              24.5

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

            


    

    


    
      If to the Party A: China Yellow River
Television Station

    

    


    
      	
            	
              Attention:

            	
              Mr. Jia
  Bin

            


    

    
      	
            	
              Telephone
      Number:

            	
              (86)-0351-8302574

            


    

    
      	
              Fax:

            	
              (86)-0351-4042780

            	 


    

    
      	
            	
              Address:

            	
              No.
      318, Yingze Avenue, Taiyuan City,

            


    

    
      	
              Shanxi
      Province;

            	
               

            


    

    


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

    

    


    
      	
            	
              Attention:

            	
              Mr. Li
      Shuangqing

            


    

    
      	
            	
              Telephone
      Number:

            	
              (86)-010-84549851

            


    

    
      	
              Fax:

            	
              (86)-010-84477246

            	 


    

    
      	
            	
              Address:

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

            


    

    
      Dongzhimenwai Avenue, Dongcheng
District, Beijing.

    

    


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

     

    
      
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        [Execution
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              24.6

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

            


    

    


    
      	
              24.7

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

            


    

    


    
      	
              24.8

            	
              Interpretation.

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (c)

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

            


    

    


    


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

     

    
      
        
          
            
              	 	
                      China Yellow River Television
      Station

                       

                      
                        (Company
      Seal)

                      

                    	 
	 	 	 	 
	
                    	
                      By:
      

                    	       	 
	 	Name:	 
	 	Title:	 
	 	 	 	 


            

          

        

      

    

     

    
      
        
          
            	 	
                    (Advertising Networks Limited)

                  	 
	 	 	 	 
	 	
                    By:
      

                  	    	 
	 	Name:	 
	 	Title: Chairman	 


          

        

      

    

     

    
      
        
          
            
              
                
                  	 	
                          By:
      

                        	           
    	 
	 	Name:
      Li Shuangqing	 
	 	Title:
      CEO	 


                

              

            

          

        

      

    

     

    
      
        Equity
Joint Venture Contract

        
        

      

      
        - 42
-

        
          

        

      

      
        
        

        [Execution
Copy]

      

    

     

    APPENDIX

    


    LIST OF
CONTRIBUTED ASSETS

     

    
      
        Equity
Joint Venture Contract

        
        

      

      
        - 43
-