Exhibit
10.17

    

     

      
        

      

    

     

    Exclusive Services Agreement

     

    
      
        

      

       

    

    between

     

    Kunming Taishi Information Cartoon Co.,
Ltd.

    and

     

    Kunming Kaishi Advertising Co.,
Ltd.

     

    
      May 2008

    

     

    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
of
Contents

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Chapters

                                              	
                                                Pages

                                              
	 
      	 
      	 
      
	
                                                1.

                                              	
                                                Definitions

                                              	
                                                2

                                              
	 	 	 
	
                                                2.

                                              	
                                                Engagement

                                              	
                                                3

                                              
	 	 	 
	
                                                3.

                                              	
                                                Obligations
      of Party A

                                              	
                                                3

                                              
	 	 	 
	
                                                4.

                                              	
                                                Obligations
      of Party B

                                              	
                                                4

                                              
	 	 	 
	
                                                5.

                                              	
                                                Consideration

                                              	
                                                4

                                              
	 	 	 
	
                                                6.

                                              	
                                                Exclusivity

                                              	
                                                4

                                              
	 	 	 
	
                                                7.

                                              	
                                                Representations
      and Warranties

                                              	
                                                5

                                              
	 	 	 
	
                                                8.

                                              	
                                                Breach
      and Indemnifications

                                              	
                                                6

                                              
	 	 	 
	
                                                9.

                                              	
                                                Term

                                              	
                                                6

                                              
	 	 	 
	
                                                10.

                                              	
                                                Consequences
      of Termination

                                              	
                                                6

                                              
	 	 	 
	
                                                11.

                                              	
                                                Confidentiality

                                              	
                                                7

                                              
	 	 	 
	
                                                12.

                                              	
                                                Dispute
      Resolution

                                              	
                                                7

                                              
	 	 	 
	
                                                13.

                                              	
                                                Miscellaneous

                                              	
                                                8

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



    Appendix

    


    Appendix 1   Services to be provided by Party
A

    


    Appendix 2   Services Fee

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 1
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This Exclusive Services Agreement (Agreement) is entered into in Kunming, Yunnan Province, the People's Republic of China
(PRC) on this [Ÿ] day of [Ÿ]2008

    


    by and
between

    


    
      	
              (1)

            	
              Kunming Taishi
      Information Cartoon Co., Ltd., a equity joint venture company duly established and
      existing under
      PRC Law with its registered address at [Ÿ] (Party
      A);

            


    

    


    and

    


    
      	
              (2)

            	
              Kunming Kaishi
      Advertising Co., Ltd. ,an advertising company duly
      established and existing under PRC Law with its registered address at [Ÿ] (Party
      B).

            


    

    


    (Individually a "Party" and collectively the “Parties”)

    


    BACKGROUND

    


    
      	
              A.

            	
              Party A owns resources to provide
      the Services (defined
      below) and owns the
      exclusive
      advertisement operation right (Advertisement
      Operation
      Right) of Comprehensive Channel, Life
      Channel, Entertainment Channel, Economics Channel, Film and TV Series
      Channel, and News Channel (collectively, Channel).

            


    

    


    
      	
              B.

            	
              Party B’s business involves the production and
      distribution of advertisements, with the following business scope: [Ÿ]

            


    

    


    
      	
              C.

            	
              Party B seeks to engage Party A,
      and Party A seeks to
      accept the engagement of Party B as an independent contractor providing
      comprehensive advertisement technical support and information consulting
      services.

            


    

    


    
      	
              D.

            	
              Party A seeks to cooperate with Party B
      with respect
      to the Advertisement
      Operation Right. Party B shall provide exclusive
      services of advertisement production
      and sales to Party
  A.

            


    

    


    


    NOW
THEREFORE, the Parties
agree as follows:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    
      	
            	
              1.1

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

            


    

    


    
      
        
          
            
              	
                      Force
    Majeure

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

                    


            

             

          

        

      

    

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 2
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              Services

            	 	
              shall mean the services related to
      the technical
      support for the advertisement production and the
      advertisement consulting provided by Party A to Party B as
      set forth in Appendix I.

            


       

    

    
      	
              2.

            	
              ENGAGEMENT

            


    

    


    
      	
            	
              2.1

            	
              Party B hereby engages Party A to
      be its sole and exclusive provider of Services. Party A accepts such
      engagement and agrees
      to provide the Services according to the terms and conditions set forth
      herein.

            


    

    


    
      	
            	
              2.2

            	
              Party A hereby engages Party B to
      be its sole and
      exclusive advertising
      agent and grants
      Party B agent rights (Advertisement
      Agent Right)
      for all advertisements under the Advertisement Operation
      Right. Party B accepts such engagement
      and agrees to provide the services according to the terms and conditions
      set forth herein.

            


    

    


    
      	
              3.

            	
              OBLIGATIONS OF PARTY A 

            


    

    


    
      	
               
      

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

            


    

    


    
      	
            	
              3.1

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

            


    

    


    
      	
            	
              3.2

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

            


    

    


    
      	
            	
              3.3

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

            


    

    


    
      	
            	
              3.4

            	
              ensure that it continuously and exclusively holds the Advertisement
      Operation Right during the term of the
      Agreement.

            


    

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 3
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              4.

            	
              OBLIGATIONS OF PARTY B 

            


    

    


    
      	
            	
              4.1

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

            


    

    


    
      	
            	
              4.2

            	
              Party B shall use its best efforts to perform the Advertisement
      Agent Right. Party B shall seek to provide advertisements for the Channel and enter into the
      advertisement production and distribution contracts with
    clients.

            


    

    


    
      	
              5.

            	
              CONSIDERATION

            


    

    


    
      	
            	
              5.1

            	
              In consideration of the
      Services provided by
      Party A to Party B,
      Party B shall pay to Party A a services fee as set forth in
      Appendix 2 (Services
      Fee) plus applicable
      taxes on the costs incurred by Party A in the previous calendar year for
      rendering such Services (Annual
      Fee).

            


    

    


    
      	
            	
              5.2

            	
              The Services Fee and Annual Fee
      shall be paid by Party B to Party A as
  follows:

            


    

    


    
      	
            	
              5.2.1

            	
              Party A shall invoice Party B on a
      monthly basis, i.e. on or before the 20th day of each month Party B shall then pay the
      Services Fee for that month within [15] days after of receipt of the
      invoice;

            


    

    


    
      	
            	
              5.2.2

            	
              Party A shall on the
      20th day of the first month of each
      calendar year invoice Party B for the Annual Fee of the preceding calendar
      year, Party B shall then pay the Annual Fee within 15 days after
      receipt of the
      invoice; and

            


    

    


    
      	
            	
              5.2.3

            	
              all payments to be made by Party B
      to Party A under this Agreement shall be made in RMB and by telegraphic
      transfer to a bank account designated by Party A or in such other manner
      as directed by Party A from time to
time.

            


    

    


    
      	
              6.

            	
              EXCLUSIVITY

            


    

    


    
      	
            	
              6.1

            	
              Exclusivity of the
      Service

            


    

    


    
      	
            	
              6.1.1

            	
              Party B appoints Party A as its
      exclusive provider of the Services. During the term of this Agreement,
      Party B shall not engage any third party to provide any services similar
      to the Services arising from this Agreement without the prior written consent
      of Party A.

            


    

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 4
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              6.1.2

            	
              Party A’s acceptance of the appointment to
      provide the Services shall be non-exclusive and shall not restrict Party A
      from acting for any other third party with respect to similar or different
      services.

            


    

    


    
      	
            	
              6.1.3

            	
              Party A shall be the sole and
      exclusive owner of all rights, title and interests to any and all
      intellectual property rights arising from the performance of this
      Agreement, including, but not limited to, any copyrights,
      trademarks, patents,
      know-how and otherwise, whether developed by Party A or developed by Party
      B based on Party A’s intellectual
      property.

            


    

    


    
      	
            	
              6.2

            	
              Exclusivity of the Advertisement
      Agent Right

            


    

    


    
      	
            	
               
      

            	
              In the term of this Agreement,
      Party A shall exclusively grant the Advertisement Agent Right to Party
      B, and shall not grant the
      Advertisement Agent Right to any third party without the prior written
      consent of Party B.

            


    

    


    
      	
              7.

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

    


    
      	
            	
              7.1

            	
              Party A hereby represents and
      warrants as follows:

            


    

    


    
      	
            	
              7.1.1

            	
              Party A is a Sino-foreign equity joint venture duly registered and
      validly existing under the PRC Law;

            


    

    


    
      	
            	
              7.1.2

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

            


    

    


    
      	
            	
              7.1.3

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

            


    

    


    
      	
            	
              7.2

            	
              Party B hereby represents and
      warrants as follows:

            


    

    


    
      	
            	
              7.2.1

            	
              Party B is a company duly
      registered and validly existing under the PRC Law and is licensed to engage in the
      business described on its business license, as set forth
      in Item B in the Background Section
  above.

            


    

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 5
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              7.2.2

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

            


    

    


    
      	
            	
              7.2.3

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

            


    

    


    
      	
              8.

            	
              BREACH AND
      INDEMNIFICATIONS

            


    

    


    
      	
            	
              8.1

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

            


    

    


    
      	
            	
              8.2

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

            


    

    


    
      	
              9.

            	
              TERM

            


    

    


    
      	
               
      

            	
              This term of this Agreement shall
      be effective as of
      the signature date, unless terminated as
      follows:

            


    

    


    
      	
            	
              9.1

            	
              by Party A serving a 30 days prior written
      notice; or

            


    

    


    
      	
            	
              9.2

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

            


    

    


    
      	
              10.

            	
              CONSEQUENCES OF
      TERMINATION

            


    

    


    
      	
            	
              10.1

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

            


    

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 6
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              10.2

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

            


    

    


    
      	
              11.

            	
              CONFIDENTIALITY

            


    

    


    
      	
               
      

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

            


    

     

    
      	
              12.

            	
              FORCE
      MAJEURE

            


    

    


    
      	
            	
              12.1 

            	
              Occurrence and Consequences of an Event of
      Force Majeure.

            


    

    


    
      	
            	
              12.1.1

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

            


    

    


    
      	
            	
              12.1.1.1

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

            


    

    


    
      	
            	
              12.1.1.2

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

            


    

    


    
      	
            	
              12.1.1.3

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

            


    

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 7
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              12.1.2

            	
              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.

            


    

    


    
      	
              13.

            	
              DISPUTE
      RESOLUTION

            


    

    


    
      	
            	
              13.1

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

            


    

    


    
      	
            	
              13.2

            	
              Dispute
      Resolution. 

            


    

     

    
      	
            	
              13.2.1

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

            


    

    


    
      	
            	
              13.2.2

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

            


    

    


    
      	
            	
              13.2.2.1

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

            


    

    


    
      	
            	
              13.2.2.2

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

            


    

    


    
      	
            	
              13.2.3

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

            


    

    


    
      	
              14.

            	
              MISCELLANEOUS

            


    

    


    
      	
            	
              14.1

            	
              Party B hereby agrees that Party A
      has the right
      to, at its sole
      discretion, determine the performance of any and all of its obligations in
      the manner as it deems fit, provided that it does not violate the
      applicable laws and regulations of the PRC nor the provisions of this
      Agreement.

            


    

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 8
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              14.2

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

            


    

    


    
      	
            	
              14.3

            	
              Party B shall not assign any of its rights
      or obligations under this
Agreement.

            


    

    


    
      	
            	
              14.4

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

            


    

    


    
      	
            	
              14.5

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

            


    

    


    
      	
            	
              14.6

            	
              This Agreement has been prepared
      in Chinese in 2 sets of originals. Each Party shall hold 1 set of
      original.

            


    

    


    
      	
            	
              14.7

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

            


    

    


    
      	
            	
              14.8

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

            


    

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 9
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Party A   :   Kunming Taishi Information Cartoon Co.,
Ltd.

    


    
      	
              Attention:

            	
              [Ÿ]

            


    

    
      	
              Telephone
      Number:

            	
              [Ÿ]

            


    

    
      	
              Email:

            	
              [Ÿ]

            


    

    
      	
              Fax:

            	
              [Ÿ]

            


    

    
      	
              Address:

            	
              [Ÿ]

            


    

    


    


    Party B   :   Kunming Kaishi Advertising Co., Ltd.

    


    
      	
              Attention:

            	
              [Ÿ]

            


    

    
      	
              Telephone
      Number:

            	
              [Ÿ]

            


    

    
      	
              Email:

            	
              [Ÿ]

            


    

    
      	
              Fax:

            	
              [Ÿ]

            


    

    
      	
              Address:

            	
              [Ÿ]

            


    

     

    [The space below has been intentionally
left blank.]

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 10
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    IN WITNESS
WHEREOF, the Parties have
caused this Agreement to be executed by their duly authorized representatives on
the date first written above.

     

    
      
        	
                For and on Behalf
      of

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

              
	
                Company
  seal

              
	 
      
	 
      
	
                By:

              	
                ____________________________

              
	
                Name:

              	
                [Ÿ]

              
	
                Title:

              	
                [Ÿ]

              
	
                Date:

              	 
      
	 
      
	
                For and on Behalf
      of

              
	
                Party B:  Kunming Kaishi Advertising
      Co.,
      Ltd.

              
	
                Company
      Seal

              
	 
      
	 
      
	
                By:

              	
                
                  
                    ________________________________

                  

                

              
	
                Name:

              	
                [Ÿ]

              
	
                Title:

              	
                [Ÿ]

              
	
                Date:

              	 
      


      

    

    


    
      
        Exclusive
Services Agreement

        
        

      

      
        - 11
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    Appendix
1

    


    Services to be provided by Party A

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

    Appendix
2

    


    Services Fee

     

    
      
        Exclusive
Services Agreement

        
        

      

      
        - 13
-