dvmg_8k-ex10x3.htm


    Exhibit 10.3

     

    
 

    Confidential

    


    


    


    


    


    


    


    


    


    


    


    THE
EXCLUSIVE SERVICE AGREEMENT

    


    AMONG

    


    DALIAN
GUO-HENG MANAGEMENT AND CONSULTATION CO., LTD.

    


    CAIQIN
WANG

    


    HONGWEI
SUN

    


    DALIAN
MODERN TRANSIT MEDIA CO., LTD

    


    DALIAN
CHENGSHU TECHNOLOGY CO.,LTD

    


    DALIAN
VASTITUDE MEDIA GROUP CO., LTD.

    


    AND

    


    THE
COMPANIES LISTED IN APPENDIX I

    


    


    


    


    


    


    


    NOVEMBER
6, 2009

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


                  THE EXCLUSIVE SERVICE
AGREEMENT

     
 

    THIS
EXCLUSIVE SERVICE AGREEMENT (this “AGREEMENT”) is entered into as of NOVEMBER 6,
2009 in Dalian, the People’s Republic of China (“CHINA” or “PRC”) by and among
the following five Parties:

    


    (1)  DALIAN
GUO-HENG MANAGEMENT & CONSULTATION CO.,LTD.( "GUO-HENG"), a company of
limited liabilities incorporated under the laws of China, with its legal address
at Villa No.20, ShaBao Village ChangXingDao Street Office, Dalian city, Dalian
City, Liaoning;

    


    (2)  DALIAN
VASTITUDE MEDIA GROUP CO.,LTD.(“V-Media”), a company of
limited liabilities incorporated under the laws of China, with its legal address
at No.68 Building, Renmin Road Zhongshan District Dalian City, Liaoning;
and

     

    (3)   SUBSIDIARIES  listed
in Appendix 1 hereof (the “V-Media Subsidiaries”).


    (4)   CAIQIN
WANG (Shareholder of Dlian Vasitude Engineering & Design
Co.,Ltd)

    


    (5)   HONGWEI
SUN (Shareholder of Dlian Vasitude Engineering & Design
Co.,Ltd)

     

    (6)   DALIAN
MODERN TRANSIT MEDIA CO., LTD (Shareholder of Dalian Vastitude & Modern
Co.,Ltd)

    


    (7)   DALIAN
CHENGSHU TECHNOLOGY CO.,LTD (Shareholer of Dalian Vastitude Network Technology
Co.,Ltd)

     

     (In
this Agreement, Guo-Heng, Caiqin Wang, Hongwei Sun, Dalian Modern Transit Media
Co., Ltd, Dalian Chengshu Technology Co.,Ltd, V-Media and V-Media Subsidiaries
shall hereinafter be referred to as a “PARTY” individually, and collectively
“PARTIES”.)

    


    WHEREAS:

     

    (1)   Guo-Heng
is a management and consultation company, which owns a series of managing and
consulting services applicable to advertisement business.

     

    (2)   As
a company specialized in outdoor advertising business, V-Media owns
advertisement fronts and has already been granted necessary licenses
therefore.

     

    (3)   As
advertisement companies established in various locations in China, V-Media
Subsidiaries own outdoor advertisement fronts, and are entitled to carrying on
advertising business in their respective local places.

    
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    (4)   In
order to give Guo-Heng the actual control of V-Media and V-Media Subsidiaries,
V-Media and V-Media Subsidiaries intends to irrevocable entrust to Guo-Heng the
right of management and operation of V-Media and V-Media Subsidiaries and the
responsibilities and authorities of their shareholders and directors of -Media
and V-Media Subsidiaries.

    


    (5)  
Guo-Heng agrees to accept the entrustment of V-Media and V-Media Subsidiaries,
and to exercise the right of management and operation of V-Media and V-Media
Subsidiaries and the responsibilities and authorities of their shareholders and
board of directors of -Media and V-Media Subsidiaries.

    


    NOW,
THEREFORE, after friendly consultations among them, the Parties hereby agree as
follows:

    


    ARTICLE
1 – DEFINITION

     

    1.1  Unless
to be otherwise interpreted by the terms or in the context herein, the following
terms in this Agreement shall be interpreted to have the following
meanings:

    


    “SERVICE
FEES” means the provision of management and consultation services charged by
Guo-Heng hereunder.

    


    “ADVERTISEMENT
PUBLISHER” means V-Media and/or the V-Media Subsidiaries.

    


    1.2   References
in this Agreement to any laws and regulations (the “LAWS”) shall include
reference (1) at the same time to the amendments, changes, supplements and
reformulations of such Laws, whether or not the effectiveness of the same is
prior to or after the execution of this Agreement; and (2) at the same time to
other decisions, notices and rules formulated or becoming effective according to
such Laws.

    


    


    1.3   Unless
otherwise specified in the context of this Agreement, the Article, sub-article,
section or paragraph mentioned herein shall refer to the corresponding content
in this Agreement accordingly.

    


    ARTICLE
2 - LICENSES AND SERVICES BY GUO-HENG

     

    2.1  
V-Media and V-Media Subsidiaries agree to irrevocably entrust the right of
management and operation of V-Media and V-Media Subsidiaries and the
responsibilities and authorities of their shareholders and board of directors to
Guo-Heng in accordance with the terms and conditions of this Agreement. Guo-Heng
agrees to exercise the aforesaid rights and responsibilities in accordance with
the terms and conditions of this Agreement. 

     

    2.2    The
said entrustment is irrevocable and shall not be withdrawn, unless the Agreement
is terminated pursuant to written agreement of both parties.

     

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    2.3   The
purpose of the entrusted operation is that Guo-Heng shall be in charge of the
normal business operations of V-Media and V-Media Subsidiaries and perform the
responsibilities and rights of V-Media and V-Media Subsidiaries’s investors and
directors. During the term of the entrusted operation, Guo-Heng, as the
entrusted manager, shall provide full management to V-Media and V-Media
Subsidiaries’s operations.

    


    2.4   The
contents of the entrusted operation shall include but not be limited to the
following:

    


    
      	
              1)  

            	
              Guo-Heng
      shall be in charge of all aspects of V-Media and V-Media Subsidiaries’s
      operations; nominate and replace the members of V-Media and V-Media
      Subsidiaries’s board of directors, and engage V-Media and V-Media
      Subsidiaries’s management staff and decide their
    compensation.

            


    

    


    
      	
              2)  

            	
              Guo-Heng
      shall manage and control all the funds of V-Media and V-Media
      Subsidiaries. The accounts of V-Media and V-Media Subsidiaries shall be
      managed solely by Guo-Heng. The seals and signatures for such account
      shall be the seals and signatures of the personnel appointed and confirmed
      by Guo-Heng. All the cash of V-Media and V-Media Subsidiaries shall be
      kept in this entrusted account and shall be handled through this account,
      including but not limited to receipt of all V-Media and V-Media
      Subsidiaries’ business income, current working capital, recovered account
      receivables, and the payment of all account payables and operation
      expenses, employee salaries and asset
purchases.

            


    

    


    
      	
              3)  

            	
              All
      the matters of V-Media and V-Media Subsidiaries, including but not limited
      to internal financial management, day-to-day operation, external contact
      execution and performance, tax filing and payment, change of rights and
      personnel, shall be controlled and managed by Guo-Heng in all
      aspects.

            


    

    


    
      	
              4)  

            	
              Guo-Heng
      shall enjoy all the other responsibilities and rights enjoyed by V-Media
      and V-Media Subsidiaries’ investors in accordance with the applicable law
      and the articles of association of V-Media and V-Media Subsidiaries,
      including but not limited to the
following:

            


    

    


    
      	
              a.  

            	
              Deciding
      V-Media and V-Media Subsidiaries’ operation principles and investment
      plan;

            


    

    
      	
              b.  

            	
              Nominating
      the members of the board of
directors;

            


    

    
      	
              c.  

            	
              Discussing
      and approving the report of the executive
  officers;

            


    

    
      	
              d.  

            	
              Discussing
      and approving the annual financial budget and settlement
    plan;

            


    

    
      	
              e.  

            	
              Discussing
      and approving the profit distribution plan and the loss compensation
      plan;

            


    

    
      	
              f.  

            	
              Resolving
      on the increase or decrease of the registered
  capital;

            


    

    
      	
              g.  

            	
              Resolving
      on the issuance of the corporate
bond;

            


    

    
      	
              h.  

            	
              Resolving
      on the matters including merger, division, change of corporate form,
      dissolution and liquidation of the
company;

            


    

    
      	
              i.  

            	
              Amending
      the articles of association;

            


    

     

    4

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              j.  

            	
              Other
      responsibilities and rights provided by V-Media and V-Media Subsidiaries’
      articles of association.

            


    

    


    
      	
              5)  

            	
              Guo-Heng
      enjoys all the other responsibilities and rights enjoyed by V-Media and
      V-Media Subsidiaries’ board of directors and executive officers in
      accordance with the applicable law and the articles of association of
      V-Media and V-Media Subsidiaries, including but not limited to the
      following:

            


    

    


    
      	
              a.  

            	
              Executing
      the resolution of the investors;

            


    

    
      	
              b.  

            	
              Deciding
      the company’s operation plan and investment
  scheme;

            


    

    
      	
              c.  

            	
              Composing
      the annual financial budget and settlement
plan;

            


    

    
      	
              d.  

            	
              Formulating
      the profit distribution plan and the loss compensation
    plan;

            


    

    
      	
              e.  

            	
              Formulating
      the plans regarding to the increase or decrease of the registered capital
      and the issuance of the corporate
bond;

            


    

    
      	
              f.  

            	
              Formulating
      the plans regarding to the matters including merger, division, change of
      corporate form and dissolution of the
company;

            


    

    
      	
              g.  

            	
              Deciding
      on the establishment of the internal management structure of the
      company;

            


    

    
      	
              h.  

            	
              Formulating
      the basic rules and regulations of the
company;

            


    

    
      	
              i.  

            	
              Representing
      the company to sign relative
documents;

            


    

    
      	
              j.  

            	
              Other
      responsibilities and rights provided by V-Media and V-Media Subsidiaries’
      articles of association.

            


    

    


    2.6  
Except those the ownership of which belongs to V-Media and V-Media Subsidiaries,
all other Advertisement Machines refitted or provided by Guo-Heng hereunder
shall belong, in terms of ownership, to Guo-Heng, while V-Media and V-Media
Subsidiaries shall only have the right to use the same during the valid term of
this Agreement.

    


    ARTICLE
3 SERVICE FEES

     

    3.1   
The Service Fees to be charged by Guo-Heng for its provision of services
hereunder shall be as follows:

    
       

      (1)   
Service Fees to be paid by the Advertisement Publishers shall equal to 100% of
the residual
return of the Advertisement Publishers which can be waived by Guo-Heng
from time to time in its sole discretion.

    

    


    (2)    The
amount of Service Fees agreed in (1) above shall be shared among the
Advertisement Publishers pro rata on a monthly basis according to their actual
incomes from main business in the current month.

    


    3.2    Upon
written agreement between Guo-Heng and the Advertisement Publishers, the fees
agreed in Article 3.1 or their calculation percentage may be adjusted according
to the circumstances in the actual performance, with particulars thereof to be
stipulated in separate supplementary agreements to be entered into between the
two Parties as an appendix hereto.

     

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    3.3  The
Advertisement Publishers shall, in accordance with this Article 3, pay promptly
the amounts due and payable to Guo-Heng to the bank account designated by
Guo-Heng. In case that Guo-Heng is to change its bank account, Guo-Heng shall
notify the Advertisement Publishers thereof in writing seven (7) working days in
advance.

    


    ARTICLE
4 – EXCLUSIVITY

    


    4.1  Without
the prior consent in writing by Guo-Heng, none of the Advertisement Publishers
may accept any management and consulting services from any other third
parties.

    


    4.2  Guo-Heng
shall no longer provide any other advertisement companies at the local places of
the Advertisement Publishers with management and consulting services similar to
those hereunder. However, this Article does not restrict Guo-Heng from providing
such similar services to advertisement publishers in other cities. Such new
advertisement publishers may, through signing Acknowledgement Letter in the form
of Appendix 2 hereof, become a party of this Agreement, to enjoy the same rights
of the other Advertisement Publishers and to assume the same obligations of the
other Advertisement Publishers; provided that such new advertisement publishers
shall perform, starting from the date of execution of the Acknowledgement
Letter, the payment obligations hereunder of the Exclusive Service Fees. As the
rights and obligations of the Advertisement Publishers hereunder are severable
and independent from each other’s, such new advertisement publishers will not,
by their joining in this Agreement, affect in any way the rights and obligations
of the existing Advertisement Publishers, with the joining-in of such new
advertisement publishers only subject to the confirmation thereof by Guo-Heng in
signing an agreement among them. The Advertisement Publishers agree hereby
irrevocably and unconditionally to such joining-in, and confirm further that any
issue concerning the joining-in of new advertisement publishers for business
cooperation hereunder will not be subject to the agreement of the existing
Advertisement Publishers.

    


    ARTICLE
5 - INTELLECTUAL PROPERTY

    


    5.1   The
rights of intellectual property concerning the work product created during the
process of services provision by Guo-Heng hereunder shall belong to
Guo-Heng.

     
 

    5.2  During
the valid term of this Agreement, if Guo-Heng develops any new technology that
may be used in the daily advertisement business or management of the
Advertisement Publishers, or provides the Advertisement Publishers with other
services not included herein at their request, the Parties agree to cooperate
with each other thereon in the way, in priority, agreed herein or in the way
most similar to that agreed herein, with necessary adjustments to be made to
the  Service Fee payment percentage agreed in Article 3.

    


    ARTICLE
6 – CONFIDENTIALITY

    
 

    6.1   No
matter if this Agreement is terminated or not, the Parties shall be obliged to
keep in strict confidence the commercial secret, proprietary information and
customer information in relation to other Parties and any other non-open
information of other Parties which they may become aware of
as the result of their performance hereof (collectively, “CONFIDENTIAL
INFORMATION”).

     

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    Unless
with prior consent of such other Parties in writing or required to disclose to
parties other than Parties hereof according to relevant laws, regulations or
listing rules, no Party shall disclose the Confidential Information or any part
thereof to any parties other than Parties hereof; unless for the purpose of
performance hereof, no Party shall use directly or indirectly the Confidential
Information or any part thereof for any other purposes, or it shall bear the
default liability and indemnify the losses.

    


    6.2    Upon
termination of this Agreement, the Parties shall, upon demand by other Parties
providing the Confidential Information, return, destroy or otherwise dispose of
all the documents, materials or software containing the Confidential Information
and suspend using such Confidential Information.

    


    6.3    Notwithstanding
any other provisions herein, the validity of this Article shall not be affected
by the suspension or termination of this Agreement.

    


    ARTICLE
7 - UNDERTAKINGS AND GUARANTEES

    
 

    Guo-Heng,
V-Media and V-Media Subsidiaries hereby undertake and guarantee for each of its
own that:

    


    7.1   it
is a company of limited liabilities duly registered and legally existing under
the PRC laws with independent legal person status, and with full and independent
status and legal capacity to execute, deliver and perform this Agreement, and
may act independently as a subject of actions;

    


    7.2   its
has full internal power and authority within its company to execute and deliver
this Agreement and all the other documents to be entered into by it in relation
to the transaction referred to herein, and it has the full power and authority
to complete the transaction referred to herein.  This Agreement shall
be executed and delivered by it legally and properly, and constitutes the legal
and binding obligations on it and is enforceable on it in accordance with its
terms and conditions;

    


    7.3    it
has all business licenses necessary for its business operations as of the
effective date of this Agreement, has full rights and qualifications to engage
in its currently engaged businesses, may perform its obligations hereunder, and
will maintain, during the valid term of this Agreement, the validity of all its
such business licenses; and

    


    7.4    it
shall inform promptly the other Parties of any litigations it is involved in and
other disadvantageous circumstances that may affect the performance hereof, and
shall endeavor at its best efforts to prevent the deterioration of losses caused
by such litigations or other disadvantageous circumstances.

    


    
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      ARTICLE
8 - AGREEMENT TERM

       

    

    8.1    The
Parties hereby confirm that, once this Agreement is formally executed by the
Parties, this Agreement shall be retrospectively effective as far as the date
NOVEMBER 6, 2009; unless terminated earlier by the Parties in writing, this
Agreement shall be valid for a term of ten (10) years starting from the date
NOVEMBER 6, 2009.

    


    Notwithstanding
the provision in the preceding sentence, as the rights and obligations of each
of the Advertisement Publishers hereunder are separate and independent from each
other, upon agreement in writing by Guo-Heng, this Agreement may be terminated
only in relation to any one of the Advertisement Publishers, with such
termination not subject to the agreement of the other Advertisement
Publishers.

    


    8.2   The
Parties hereby confirm that, from the year 2011 onward, the amount of
the  Service Fees shall be negotiated on January 1 each year, with any
adjustment thereto (if any) to be made in writing as an appendix
hereto.

    


    8.3 Upon
termination of this Agreement, each Party shall continue to abide by its
obligations under Articles 3 and 6 hereunder.

    


    ARTICLE
9 – NOTICE

     

    9.1     Any
notice, request, demand and other correspondences made as required by or in
accordance with this Agreement shall be made in writing and delivered to the
relevant Party.

    


    9.2     The
abovementioned notice or other correspondences shall be deemed to have been
delivered when it is transmitted if transmitted by facsimile or telex; it shall
be deemed to have been delivered when it is delivered if delivered in person; it
shall be deemed to have been delivered five (5) days after posting the same if
posted by mail.

    


    ARTICLE
10 - DEFAULT LIABILITY

     

    10.1   
The Parties agree and confirm that, if any Party (the “DEFAULTING PARTY”)
breaches substantially any of the agreements made under this Agreement, or fails
substantially to perform any of the obligations under this Agreement, such a
breach shall constitute a default under this Agreement (a “DEFAULT”), then the
non-defaulting Party whose interest is damaged thereby shall have the right to
require the Defaulting Party to rectify such Default or take remedial measures
within a reasonable period. If the Defaulting Party fails to rectify such
Default or take remedial measures within such reasonable period or within ten
(10) days of the non-defaulting Party notifying the Defaulting Party in writing
and requiring it to rectify the Default, then the non-defaulting Party shall
have the right, at its own discretion, to (1) terminate this Agreement and
require the Defaulting Party to indemnify it fully for the damage; or (2) demand
the enforcement of the Defaulting Party’s obligations hereunder and require the
Defaulting Party to indemnify it fully for the damage.

    


    10.2   
The Parties agree that any of the following events shall be deemed to have
constituted the Default:

     

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    (1)Any of V-Media,
V-Media Subsidiaries or their respective shareholders breaches any provisions of
the Entrustment Agreement on Shareholder’s Voting Rights PROXY AGREEMENT entered
into by it with GUO-HENG;

    


    (2)any of V-Media,
V-Media Subsidiaries or their respective shareholders breaches any provisions of
other Agreements entered into by it with Guo-Heng on NOVEMBER 6,
2009.

     
 

    10.3  The
Parties agree and confirm that under no circumstances shall V-Media and V-Media
Subsidiaries be able to demand termination of this Agreement for whatever
reason, unless the Laws or this Agreement provides for otherwise.

    


    10.4  Notwithstanding
any other provisions herein, the validity of this Article 10 shall not be
affected by the suspension or termination of this Agreement.

    


    ARTICLE
11 - FORCE MAJEURE

     
 

    In the
event of earthquake, typhoon, flood, fire, war, computer virus, loophole in the
design of tooling software, internet system encountering hacker’s invasion,
change of policies or laws, and other unforeseeable or unpreventable or
unavoidable event of force majeure, which directly prevents a Party from
performing this Agreement or performing the same on the agreed condition, the
Party encountering such a force majeure event shall forthwith issue a notice by
a facsimile and, within thirty (30) days, present the documents proving the
details of such force majeure event and the reasons for which this Agreement is
unable to be performed or is required to be postponed in its performance, and
such proving documents shall be issued by the notaries office of the area where
such force majeure event takes place. The Parties shall consult each other and
decide whether this Agreement shall be waived in part or postponed in its
performance with regard to the extent of impact of such force majeure event on
the performance of this Agreement. No Party shall be liable to compensate for
the economic losses brought to the other Parties by the force majeure
event.

    


    ARTICLE
12 – MISCELLANEOUS

     
 

    12.1   This
Agreement shall be prepared in the Chinese language in seven (7) original
copies, with each involved Party holding one (1) copy hereof.

    


    12.2   The
formation, validity, execution, amendment, interpretation and termination of
this Agreement shall be subject to the PRC Laws.

    


    12.3   Any
disputes arising hereunder and in connection herewith shall be settled through
consultations among the Parties, and if the Parties cannot reach an agreement
regarding such disputes within thirty (30) days of their occurrence, such
disputes shall be submitted to China International Economic and Trade
Arbitration Commission for arbitration in Dalian in accordance with the
arbitration rules of such Commission, and the arbitration award shall be final
and binding on the Parties involved in such dispute.

    
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    12.4    Any
rights, powers and remedies empowered to any Party by any provisions herein
shall not preclude any other rights, powers and remedies enjoyed by such Party
in accordance with laws and other provisions under this Agreement, and the
exercise of its rights, powers and remedies by a Party shall not preclude its
exercise of its other rights, powers and remedies by such Party.

    


    12.5   Any
failure or delay by a Party in exercising any of its rights, powers and remedies
hereunder or in accordance with laws (the “PARTY’S RIGHTS”) shall not lead to a
waiver of such rights, and the waiver of any single or partial exercise of the
Party’s Rights shall not preclude such Party from exercising such rights in any
other way and exercising the remaining part of the Party’s Rights.

    


    12.6   The
titles of the Articles contained herein shall be for reference only, and in no
circumstances shall such titles be used in or affect the interpretation of the
provisions hereof.

    


    12.7   Each
provision contained herein shall be severable and independent from each of other
provisions, and if at any time any one or more articles herein become invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions herein shall not be affected as a result
thereof.

    


    12.8    Once
executed, this Agreement shall replace any other legal documents entered into by
the relevant Parties hereof in respect of the same subject matter
hereof.

    


    12.9    Any
amendments or supplements to this Agreement shall be made in writing and shall
take effect only when properly signed by the Parties to this
Agreement.

    


    12.10  
No Party shall assign any of its rights and/or obligations hereunder to any
parties other than the Parties hereof without the prior written consent from the
other Parties.

    


    12.11    This
Agreement shall be binding on the legal successors of the Parties.

    


    12.12    The
rights and obligations of each of the V-Media Subsidiaries hereunder are
independent and severable from each other, and the performance by any of the
V-Media Subsidiaries of its obligations hereunder shall not affect the
performance by any other of the V-Media Subsidiaries of their obligations
hereunder.

    


    12.13    Each
of the Parties undertakes to declare and pay respectively according to the Laws
any taxes in relation to the transaction hereunder.

    


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    IN
WITNESS HEREOF, the Parties have caused this Exclusive Service Agreement to be
executed in Dalian as of the date first hereinabove mentioned.

    


    DALIAN
GUO-HENG MANAGEMENT AND CONSULTATION CO., LTD. (Corporate Seal)

    


    Signed
by:  //signed//

    Name:


    Position:
Authorized Representative

    


    


    DALIAN
VASTITUDE MEDIA GROUP CO., LTD. (Corporate Seal)

    


    Signed
by:  //signed//

    Name: 


    Position:
Authorized Representative

    


    


    SHENYANG
VASTITUDE MEDIA CO., LTD   (Company chop)

     

    Name: 
//signed//

    Position:  Authorized
Representative

    


    


    TIANJIN
VASTITUDE AD MEDIA CO.,LTD (Company chop)

     

    Name: 
//signed//

    Position:  Authorized
Representative

    


    


    DALIAN
VASTITUDE ENGINEERING & DESIGN CO., LTD (Company chop)

     

    Name:
//signed//

    Position:  Authorized
Representative

    


    


    DALIAN
VASTITUDE &MODERN TRANSIT MEDIA CO., LTD (Company chop)

     

    Name:
//signed//

    Position:  Authorized
Representative

    


    


    DALIAN
VASTITUDE NETWORK TECHNOLOGY CO., LTD (Company chop)

     

    Name:
//signed//

    Position:  Authorized
Representative

    


    


    11


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Caiqin
Wang (Shareholder of Dlian Vasitude Engineering & Design Co.,
Ltd)

     

    Signature
by:  //signed//

    


    Hongwei
Sun (Shareholder of Dlian Vasitude Engineering & Design
Co.,Ltd)

     

    Signature
by:  //signed//

    


    


    Dalian
Modern Transit Media Co., Ltd (Shareholder of Dalian Vastitude & Modern
Co.,Ltd) (Company chop)

     

    Name:
//signed//

    Position:  Authorized
Representative

    


    Dalian
Chengshu Technology Co.,Ltd (Shareholer of Dalian Vastitude Network Technology
Co.,Ltd) (Company chop)

     

    Name: 
//signed//

    Position:  Authorized
Representative

    


    


    


    


    


     

     

     

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    APPENDIX
1 – VASTITUDE MEDIA SUBSIDIARIES

     
 

    
      
        	
                COMPANY

                NAME

              	 	
                REGISTERED

                ADDRESS

              	 	
                REGISTERED
      CAPITAL

              	 	
                LEGAL
      REPRESENTATIVE

              	 	
                EQUITY

                STRUCTURE

              
	
                Shenyang
      Vastitude Media Co., Ltd

              	 	
                No.5B-2-1,
      No.136,Huigong Road, Shenhe District, Shenyang, Liaoning

              	 	
                RMB
      3,000,000

              	 	
                Guojun
      Wang

              	 	
                Dalian
      Vastitude Media Group Co., Ltd.  100%

              
	
                Tianjin
      Vastitude AD Media Co.,Ltd

                 

              	 	
                No.
      1-2-1217, Chengjijimao Centre, East-North Cross Corner of Xian Road and
      Changsha Road, Heping District, Tianjing

              	 	
                RMB
      1,000,000

              	 	
                Hongwen
      Liu

              	 	
                Dalian
      Vastitude Media Group Co., Ltd. 100%

              
	
                Dalian
      Vastitude Engineering & Design Co., Ltd

                 

              	 	
                No.
      7, Floor 8, No.68 Renmin Road, Zhongshan District, Dalian City,
      Liaoning

              	 	
                RMB
      3,000,000

              	 	
                Caiqin
      Wang

              	 	
                Dalian
      Vastitude Media Group Co., Ltd. 83.3%, Caiqin Wang 13.3%, Hongwei Sun
      3.4%

              
	
                Dalian
      Vastitude &Modern Transit Media Co., Ltd

                 

              	 	
                No.401,
      Administrative Office, Huayuan Industrial Zone, Dalian,
      Liaoning

              	 	
                RMB
      4,000,000

              	 	
                Guojun
      Wang

              	 	
                Dalian
      Vastitude Media Group Co., Ltd 70%, Dalian Modern Transit Media Co., Ltd
      30%

              
	
                Dalian
      Vastitude Network Technology Co., Ltd

              	 	
                No.1-3
      Room, 22#, No.541 Huangpu Road, Dalian New Technology and Industry
      Development Zone

              	 	
                RMB
      1,000,000

              	 	
                Hong
      Zhu

              	 	
                Dalian
      Vastitude Media Group Co., Ltd 60%, Dalian Chengshu Technology Co.,Ltd
      40%

              


      





    


    
 

    


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    APPENDIX
2 - ACKNOWLEDGEMENT LETTER

    


    


    [ ] CO.,
LTD. (with its registered address at [ ], the “NEW PARTY”) agrees hereby to join
in as an independent contractor the  Exclusive Service Agreement
entered into by DALIAN GUO-HENG MANAGEMENT AND CONSULTATION CO., LTD., DALIAN
VASTITUDE MEDIA GROUP CO.,LTD. and other parties thereto on [ ], 2009, as to
become one of the companies defined as “V-Media Subsidiaries” therein to carry
out cooperative issues with DALIAN GUO-HENG MANAGEMENT AND CONSULTATION CO.,
LTD., and DALIAN VASTITUDE MEDIA GROUP CO.,LTD. under that agreement. Having
signed this Acknowledgement Letter, the New Party is deemed to have made the
same undertakings and guarantees as have been made by the V-Media Subsidiaries
under the Exclusive Service Agreement, and it further agrees to perform the
obligations to be performed by the V-Media Subsidiaries under the Exclusive
Service Agreement, and recognizes the rights and obligations of all the parties
under the Exclusive Service Agreement. As for the New Party, the cooperation
under that agreement shall begin on the date upon which this Acknowledgement
Letter is executed by the New Party and DALIAN GUO-HENG MANAGEMENT AND
CONSULTATION CO., LTD.

    


    


    NEW PARTY
(Corporate Seal)

    


    Signed
by: ______________

    Name:

     

     

     

     

     

     

    

 

    Position:
Authorized Representative

    


    


    


    


    DALIAN
GUO-HENG MANAGEMENT AND CONSULTATION CO., LTD. (Corporate Seal)

    Signed
by: ______________

    Name:

    Position:
Authorized Representative

     

     

     

     

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