dvmg_8k-ex10x4.htm


    Exhibit 10.4

    
 

    Confidential

    


    


    


    


    CALL
OPTION AGREEMENT

    


    


    AMONG

    


    GUOJUN
WANG、MING
MA、SHUANGDA
WANG

    CAIQIN
WANG、YANJIE
LIU、DEJUAN
ZHOU

    YI
TAN、JINGRU
DU、ZHENG
WANG

    


    DALIAN
VASTITUDE MEDIA GROUP CO.,LTD.

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

    AND

    THE
COMPANIES LISTED IN APPENDIX I

    


    


    


    


    


    


    


    November
6, 2009

     
 

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CALL
OPTION AGREEMENT

    


    This CALL
OPTION AGREEMENT (this "AGREEMENT") is entered into in Dalian of the People's
Republic of China (the "PRC") as of NOVEMBER 6, 2009 by and among the following
Parties:

    


    (1)           
GUOJUN WANG

    ADDRESS:
Room 1-21-4 Building No.8, Changqing Street Zhongshan District Dalian City
Liaoning

    IDENTITY
CARD NUMBER: 210204196402120092

     

    (2)             ZHENG
WANG

     ADDRESS:
No. 4-3-7, Sanyuan Road, Xigang District, Dalian City, Liaoning

     IDENTITY
CARD NUMBER: 210203197904175294

     

    (3)           
YI TAN

     ADDRESS:
No. 15-1-4-1, Fuguo Road, Shahekou District, Dalian City, Liaoning

     IDENTITY
CARD NUMBER: 210211196510042160

     

    (4)           
YANJIE LIU

     ADDRESS:
No. 3-5-1, No. 4 Hongye Plaza, Zhongshan District, Dalian
City,  Liaoning

     IDENTITY
CARD NUMBER: 210705196108148629

     

    (5)           
SHUANGDA WANG

     ADDRESS:
No. 35, Jianye Road, Dalian City, Liaoning

     IDENTITY
CARD NUMBER: 210203540829401

     

    (6)           
MING MA

     ADDRESS:
Room 4-1-2, No.62 Chunhe Road, Zhongshan District, Dalian
City,  Liaoning

     IDENTITY
CARD NUMBER: 210204196602145809

     

    (7)           
JINGRU DU

     ADDRESS:
No. 2-1, No. 12 Zhongjiaxiang, Zhongshan District, Dalian
City,  Liaoning

     IDENTITY
CARD NUMBER: 210204196406030035

     

    (8)           
DEJUAN ZHOU

     ADDRESS:
No.73, Chengren Road, Dalian City, Liaoning

     IDENTITY
CARD NUMBER: 210204550412102

     

    (9)           CAIQIN
WANG

    ADDRESS:
No. 2-4, No. 69 Wansui Road, Shahekou District, Dalian City,
Liaoning   

    IDENTITY
CARD NUMBER: 210204196207150042

     

    (10)       
 DALIAN V-MEDIA GROUP CO.,LTD. (hereinafter "V-MEDIA)

    REGISTERED
ADDRESS: No.68 Building, Renmin Road Zhongshan District Dalian City,
Liaoning

    LEGAL
REPRESENTATIVE: MING MA

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (11)     DALIAN
GUO-HENG MANAGEMENT & CONSULTATING CO.,LTD.( hereinafter
"GUO-HENG")

    

    REGISTERED
ADDRESS: Villa No.20, ShaBao Village ChangXingDao Street Office Dalian city,
Dalian City, Liaoning

    LEGAL
REPRESENTATIVE:  JINGRU DU

     

    (12)    THE
COMPANIES LISTED IN APPENDIX I

     

    (Guojun
Wang, Zheng Wang, Yi Tan, Yanjie Liu, Shuangda Wang, Ming Ma, Jingru Du, Dejuan
Zhou and Caiqin Wang hereinafter shall be individually referred to as a
"PERSONAL SHAREHOLDER" and collectively, the "PERSONAL SHAREHOLDERS". The
Personal Shareholders and V-Media hereinafter individually referred to as a
"SHAREHOLDER" and collectively, the "SHAREHOLDERS". The Shareholders, Guo-Heng
and the companies listed in Appendix I hereinafter shall be individually
referred to as a "PARTY" and collectively referred to as the
"PARTIES".)

    


    WHEREAS

    (1)           Caiqin
Wang and V-Media are the enrolled shareholders of the Dalian Vastitude
Engineering & Design Co., Ltd listed in Appendix I,legally holding
majority of the equity of the Dalian Vastitude Engineering &Design Co., Ltd
as of the execution date of this Agreement.

    


     (2)           V-Media
is the enrolled shareholder of the companies listed in Appendix I ,Appendix I
attached hereto, legally holding all or the majority equity of such
companies  as of the execution date of this Agreement.

    


    (3)           
Guojun Wang, Ming Ma, Shuangda Wang, Caiqin Wang, Yanjie Liu, Dejuan Zhou, Yi
Tan, Jingru Du and Zheng Wang are the enrolled shareholders of V-Media, legally
holding all the equity in V-Media, of which Guojun Wang holding 51.75%
interest,  Ming Ma  holding 24.5%,  Shuangda wang
holding 3%, Caiqin Wangholding 2.75%, Yanjie Liu holding 5%, Dejuan Zhou holding
5%, Yi Tan holding3%, Jingru Duholding 2%, Zheng Wang holding 3%.

    


     (4)           The
Shareholders intend to transfer to Guo-Heng, and Guo-Heng is willing to accept,
all their respective equity interest in the Target Companies (as defined below),
to the extent not violating PRC Law.

    


     (5)           In
order to conduct the above equity transfer, the Shareholders agree to jointly
grant Guo-Heng an irrevocable call option for equity transfer (hereinafter the
"CALL OPTION"), under which and to the extent permitted by PRC Law, the
Shareholders shall on demand of Guo-Heng transfer the Option Equity (as defined
below) to Guo-Heng and/or any other entity or individual designated by it in
accordance with the provisions contained herein.

    


     (6)           V-Media
intends to transfer to Guo-Heng all of its assets and liabilities to the extent
not violating PRC Law. In order to conduct the above asset transfer, V-Media
agrees to grant Guo-Heng an irrevocable call option for assets (hereinafter
the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    "ASSET
CALL OPTION"), under which and to the extent as permitted by PRC Law, V-Media
shall on demand of Guo-Heng transfer the assets and liabilities to Guo-Heng
and/or any other entity or individual designated by it in accordance with the
provisions contained herein.

    


    THEREFORE,
the Parties hereby have reached the following agreement upon mutual
consultations:

    


    ARTICLE
1  - DEFINITION

     
 

    1.1           Except
as otherwise construed in the context, the following terms in this Agreement
shall be interpreted to have the following meanings:

    


    "PRC LAW"
shall mean the then valid laws, administrative regulations, administrative
rules, local regulations, judicial interpretations and other binding regulatory
documents of the People's Republic of China.

    


    "OPTION
EQUITY" shall mean, in respect of each of the Shareholders, all of the equity
interest held thereby in the Target Company Registered Capital (as defined
below).

    


    "TARGET
COMPANY" shall mean, to Guojun Wang, Ming Ma, Shuangda Wang, Caiqin Wang, Yanjie
Liu, Dejuan Zhou, Yi Tan, Jingru Du and Zheng Wang, V-Media; to Caixia Wang,
V-Media,Dalian Vastitude
Engineering & Design Co., Ltd; and to V-Media, any and all of the companies
listed in Appendix I.

    


    "TARGET
COMPANY REGISTERED CAPITAL" shall mean the registered capital of V-Media as of
the execution date of this Agreement, i.e., RMB20, 000,000, and the registered
capital of each Target Company as listed in Appendix I, which shall include any
expanded registered capital as the result of any capital increase within the
term of this Agreement.

    


    "TRANSFERRED
EQUITY" shall mean the equity of Target Company which Guo-Heng has the right to
require the Shareholders to transfer to it or its designated entity or
individual when Guo-Heng exercises its Call Option (hereinafter the "EXERCISE OF
OPTION") in accordance with Article 3.2herein, the amount of which may be all or
part of the Option Equity and the details of which shall be determined by
Guo-Heng at its sole discretion in accordance with the then valid PRC Law and
from its commercial consideration.

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      "TRANSFER
PRICE" shall mean all the consideration that Guo-Heng or its designated entity
or individual is required to pay to the Shareholders in order to obtain the
Transferred Equity upon each Exercise of Option. In spite of any provision
herein, in case of Guo-Heng exercising the call option in its sole discretion
upon the occurrence
of the situation in which such call option exercise become feasible under the
relevant laws in PRC, any additional consideration paid other than the
$1.00 which may be required under the laws of China to effect such purchase
to comply with such legal formalities shall be either cancelled or returned to
the company immediately with no additional compensation to the owners. The
shareholders hereby acknowledge the purpose of such provisions and hereby agrees
and authorizes the company to take any and all actions to effect such
transaction and agrees irrevocably to execute any and all documents and
instruments and authorize Guo-Heng and its designated entity or individual to
sign on his or her behalf and hereby gives the Guo-Heng and its designated
entity or individual a proxy to execute and deliver such documents and
instruments to effect the purpose of this provision and hereby waives any
defense or claim of causes of action to challenge or defeat this provision.If
there exists any regulatory provision with respect to Transfer Price under the
then PRC Law, Guo-Heng or its designated entity or individual shall be entitled
to determine the lowest price permitted by PRC Law as the Transfer
Price.

    

     

    "BUSINESS
PERMITS" shall mean any approvals, permits, filings, registrations etc. which
V-Media is required to have for legally and validly operating its advertisement
designing, producing, agency, publishing and all such other businesses,
including but not limited to the Business License of the Coperate Legal Person,
the Tax Registration Certificate, the Permit for Operating Advertising
Businesses and such other relevant licenses and permits as required by the then
PRC Law.

    


    "TARGET
COMPANY ASSETS" shall mean, in respect of any Target Company, all the tangible
and intangible assets which such Target Company owns or has the right to use
during the term of this Agreement, including but not limited to any immoveable
and moveable assets, and such intellectual property rights as trademarks,
copyrights, patents, proprietary know-how, domain names and software use
rights.

    


    "THE
EXCLUSIVE SERVICE AGREEMENT" shall mean the Exclusive Service Agreement entered
into among each Target Company l dated NOVEMBER 6, 2009.

    


    "MATERIAL
AGREEMENT" shall mean an agreement to which any Target Company is a party and
which has a material impact on the businesses or assets of the Target Company,
including but not limited to the Exclusive Service Agreement among the Target
Company and Guo-Heng, and other agreements regarding the Target Company's
advertising business.

    


    1.2           The
references to any PRC Law herein shall be deemed

    


    (1)           to
include the references to the amendments, changes, supplements and reenactments
of such law, irrespective of whether they take effect before or after the
formation of this Agreement; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (2)           to
include the references to other decisions, notices or regulations enacted in
accordance therewith or effective as a result thereof.

    


    1.3           Except
as otherwise stated in the context herein, all references to an Article, clause,
item or paragraph shall refer to the relevant part of this
Agreement.

    


    ARTICLE
2  -GRANT OF CALL OPTION

    


    The
Parties agree that the Shareholders exclusively grant Guo-Heng hereby
irrevocably and without any additional conditions with a Call Option, under
which Guo-Heng shall have the right to require the Shareholders to transfer the
Option Equity to Guo-Heng or its designated entity or individual in such method
as set out herein and as permitted by PRC Law. Guo-Heng also agrees to accept
such Call Option.

    


    in case
of Guo-Heng exercising the call option in its sole discretion upon the
occurrence of the situation in which such call option exercise become feasible
under the relevant laws in PRC, any additional consideration paid other than the
$1.00 which may be required under the laws of China to effect such purchase
to comply with such legal formalities shall be either cancelled or returned to
the company immediately with no additional compensation to the V-Media and
Shareholders. V-Media and Shareholders hereby acknowledge the purpose of such
provisions and hereby agrees and authorizes the company to take any and all
actions to effect such transaction and agrees irrevocably to execute any and all
documents and instruments and authorize the company's relevant officers to sign
on his or her behalf and hereby gives the company and any of its relevant
officers a proxy to execute and deliver such documents and instruments to effect
the purpose of this provision and hereby waives any defense or claim of causes
of action to challenge or defeat this provision.

    


    


    ARTICLE
3  - METHOD OF EXERCISE OF OPTION

     

    3.1           To
the extent permitted by PRC Law, Guo-Heng shall have the sole discretion to
determine the specific time, method and times of its Exercise of
Option.

    


    3.2           If
the then PRC Law permits Guo-Heng and/or other entity or individual designated
by it to hold all the equity interest of Target Company, then Guo-Heng shall
have the right to elect to exercise all of its Call Option at once, where
Guo-Heng and/or other entity or individual designated by it shall accept all the
Option Equity from the Shareholders at once;

     if
the then PRC Law permits Guo-Heng and/or other entity or individual designated
by it to hold only part of the equity in Target Company, Guo-Heng shall have the
right to determine the amount of the Transferred Equity within the extent not
exceeding the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    upper
limit of shareholding ratio set out by the then PRC Law (hereinafter the
"SHAREHOLDING LIMIT"), where Guo-Heng and/or other entity or individual
designated by it shall accept such amount of the Transferred Equity from the
Shareholders. In the latter case, Guo-Heng shall have the right to exercise its
Call Option at multiple times in line with the gradual deregulation of PRC Law
on the permitted Shareholding Limit, with a view to ultimately acquiring all the
Option Equity.

    


    3.3           At
each Exercise of Option by Guo-Heng, each of the Shareholders shall transfer
their respective equity in the Target Company to Guo-Heng and/or other entity or
individual designated by it respectively in accordance with the amount required
in the Exercise Notice stipulated in Article 3.5.  Guo-Heng and other
entity or individual designated by it shall pay the Transfer Price to each of
the Shareholders who has transferred the Transferred Equity for the Transferred
Equity accepted in each Exercise of Option. Guo-Heng shall have the right to
elect to pay the purchase price by settlement of certain credits held by it or
its affiliates to the shareholders.

    


    3.4           In
each Exercise of Option, Guo-Heng may accept the Transferred Equity by itself or
designate any third party to accept all or part of the Transferred
Equity.

    


    3.5           On
deciding each Exercise of Option, Guo-Heng shall issue to the Shareholders a
notice for exercising the Call Option (hereinafter the "EXERCISE NOTICE", the
form of which is set out as Appendix II hereto). The Shareholders shall, upon
receipt of the Exercise Notice, forthwith transfer all the Transferred Equity in
accordance with the Exercise Notice to Guo-Heng and/or other entity or
individual designated by Guo-Heng in such method as described in Article 3.3
herein.

    


    3.6           The
Shareholders hereby severally undertake and guarantee that once Guo-Heng issues
the Exercise Notice in respect to the specific Transferred Equity of the Target
Company held by it:

    


     (1)           it
shall immediately hold or request to hold a shareholders' meeting  of
the Target Company and adopt a resolution through the  shareholders'
meeting, and take all other necessary actions to agree  to the
transfer of all the Call Option to Guo-Heng  and/or other entity or
individual designated by it at the Transfer  Price and waive the
possible preemption;

    


     (2)           it
shall immediately enter into an equity transfer agreement
with  Guo-Heng and/or other entity or individual
designated  by it for transfer of all the Transferred Equity to
Guo-Heng and/or other entity or individual designated by it at
the  Transfer Price; and

     

    (3)            it
shall provide Guo-Heng with necessary support (including providing and executing
all the relevant legal documents, processing all the procedures for government
approvals and registrations and bearing all the relevant obligations) in
accordance with the requirements of Guo-Heng and of the laws and regulations, in
order that Guo-Heng and/or other entity or individual designated by it may take
all the Transferred Equity free from any legal defect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3.7           At
the meantime of this Agreement, the Shareholders shall respectively enter into a
power of attorney (hereinafter the "POWER OF ATTORNEY", the form of which is set
out as Appendix III hereto), authorizing in writing any person designated by
Guo-Heng to, on behalf of such Shareholder, to enter into any and all of the
legal documents in accordance with this Agreement so as to ensure that Guo-Heng
and/or other entity or individual designated by it take all the Transferred
Equity free from any legal defect. Such Power of Attorney shall be delivered for
custody by Guo-Heng and Guo-Heng may, at any time if necessary, require the
Shareholders to enter into multiple copies of the Power of Attorney respectively
and deliver the same to the relevant government department.

    


    ARTICLE
4 - ASSET CALL OPTION



    V-Media
and the Personal Shareholders hereby further undertake to grant Guo-Heng
irrevocably an option to purchase assets within the term of this Agreement: to
the extent not violating the mandatory requirements under PRC Law, V-Media will
transfer all of its assets and liabilities to Guo-Heng and/or other entity or
individual designated by it when required by Guo-Heng.

    


    In case
of the Guo-Heng exercising the Asset Call Option in its sole discretion upon the
occurrence of the situation in which such call option exercise become feasible
under the relevant laws in PRC, any additional consideration paid other than the
$1.00 which may be required under the laws of China to effect such purchase
to comply with such legal formalities shall be either cancelled or returned to
the company immediately with no additional compensation to the V-Media and
Shareholders. V-Media and Shareholders hereby acknowledge the purpose of such
provisions and hereby agrees and authorizes the company to take any and all
actions to effect such transaction and agrees irrevocably to execute any and all
documents and instruments and authorize the company's relevant officers to sign
on his or her behalf and hereby gives the company and any of its relevant
officers a proxy to execute and deliver such documents and instruments to effect
the purpose of this provision and hereby waives any defense or claim of causes
of action to challenge or defeat this provision.

    


    ARTICLE
5  - REPRESENTATIONS AND WARRANTIES

     

    5.1           Each
of the Shareholders hereby severally represents and warrants in respect to it
self and the Target Company in which he holds equity as
follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.1.1         Each
of the Personal Shareholders is a PRC citizen with full capacity, with full and
independent legal status and legal capacity to execute, deliver and perform this
Agreement, and may act independently as a litigant party.

    


    Each of
the Personal Shareholders has full power and authorization 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
authorization to complete the transaction referred to herein.

    


    5.1.2         This
Agreement is executed and delivered by Personal Shareholders legally and
properly. This Agreement constitutes the legal and binding obligations on
Personal Shareholders and is enforceable on it in accordance with its terms and
conditions. The Personal Shareholders are the enrolled legal owner of the Option
Equity as of the effective date of this Agreement, and except the rights created
by this Agreement, the Shareholders' Voting Rights Proxy Agreement entered into
by Personal Shareholders, Guo-Heng and their respective Target Company dated
NOVEMBER 6, 2009 (the "PROXY AGREEMENT"), the Equity Pledge Agreement entered
into by it, Guo-Heng, the Target Company dated NOVEMBER 6, 2009 (the "EQUITY
PLEDGE AGREEMENT"), there is no lien, pledge, claim and other encumbrances and
third party rights on the Option Equity. In accordance with this Agreement,
Guo-Heng and/or other entity or individual designated by it may, after the
Exercise of Option, obtain the proper title to the Transferred Equity free from
any lien, pledge, claim and other encumbrances and third party
rights.

    


    5.1.3
Target Company shall obtain complete Business Permits as necessary for its
operations upon this Agreement taking effect, and Target Company shall have
sufficient rights and qualifications to operate within PRC the businesses of
advertising and other business relating to its current business structure.
Target Company has conducted its business legally since its establishment and
has not incurred any cases which violate or may violate the regulations and
requirements set forth by the departments of commerce and industry,

    tax,
culture, news, quality technology supervision, labor and social security and
other governmental departments or any disputes in respect of breach of
contract.

    


    5.2           V-Media
hereby represents and warrants in respect to it self and the Target Company in
which it holds equity as follows:

    


    5.2.1       
V-Media is a limited liability company operation duly registered and validly
existing under PRC Law, with independent status as a legal person; V-Media has
full and independent legal status and legal capacity to execute, deliver and
perform this Agreement, and may act independently as a subject of
actions.

    


    5.2.2         V-Media
has full power and authorization 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 authorization to complete the
transaction referred to herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    5.2.3         This
Agreement is executed and delivered by V-Media legally and properly. This
Agreement constitutes legal and binding obligations on it.

    


    5.2.4         V-Media
is the enrolled legal shareholder of the Option Equity when this Agreement comes
into effect, except the rights created by this Agreement, the Proxy Agreement,
the Equity Pledge Agreement, there is no lien, pledge, claim and other
encumbrances and third party rights on the Option Equity. In accordance with
this Agreement, Guo-Heng and/or other entity or individual designated by it may,
upon the Exercise of Option, obtain the proper title to the Transferred Equity
free from any lien, pledge, claim and other encumbrances and third party
rights.

    


    5.2.5         Target
Company shall obtain complete Business Permits as necessary for its operations
upon this Agreement taking effect, and Target Company shall have sufficient
rights and qualifications to operate within PRC the businesses of advertising
and other business relating to its current business structure. Target Company
has conducted its business legally since its establishment and has not incurred
any cases which violate or may violate the regulations and requirements set
forth by the departments of commerce and industry, tax, culture, news, quality
technology supervision, labor and social security and other governmental
departments or any disputes in respect of breach of contract.

    


    The
remaining shareholders of the Target Companies set out in Appendix I hereto have
given written approvals regarding the content of this Agreement and have
irrevocably undertaken, upon  the Exercise of Option by V-Media of
Option Equity  in accordance with this Agreement, to respectively
waive possible  rights of preemption and offer necessary
assistance.

    


    5.3           Guo-Heng
hereby represents and warrants as follows:

    


    5.3.1         Guo-Heng
is a company with limited liability properly  registered and legally
existing under PRC Law, with an independent  status as a legal person.
Guo-Heng has full and independent legal status and legal capacity to execute,
deliver and  perform this Agreement and may act independently as a
subject of  actions.

    


    5.3.2         Guo-Heng
has full power and authorization 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 authorization to complete the
transaction referred to herein.

    


     

     
 


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    ARTICLE 6  - UNDERTAKINGS
BY THE SHAREHOLDERS

    
 

    6.1           The
Shareholders hereby individually undertake within the term of this Agreement
that it must take all necessary measures to ensure that Target Company is able
to obtain all the Business Permits necessary for its business in a timely manner
and all the Business Permits remain in effect at any time.

    


    6.2           The
Shareholders hereby individually undertake within the term of this Agreement
that without the prior written consent by Guo-Heng,

    


    6.2.1         no
Shareholders shall transfer or otherwise dispose of any Option Equity or create
any encumbrance or other third party rights on any Option Equity;

    


    6.2.2         it
shall not increase or decrease the Target Company Registered Capital or cast
affirmative vote regarding the aforesaid increase or decrease in registered
capital;

    


    6.2.3         it
shall not dispose of or cause the management of Target Company to dispose of any
of the Target Company Assets (except as occurs during the arm's length
operations);

    


    6.2.4         it
shall not terminate or cause the management of Target Company to terminate any
Material Agreements entered into by Target Company, or enter into any other
Material Agreements in conflict with the existing Material
Agreements;

    


    6.2.5         it
shall not individually or collectively cause each Target Company to conduct any
transactions that may substantively affect the asset, liability, business
operation, equity structure, equity of a third party and other legal rights
(except those occurring during the arm's length operations or daily operation,
or having been disclosed to and approved by Guo-Heng in writing);

     
 

    6.2.6         it
shall not appoint or cancel or replace any executive directors or members of
board of directors (if any), supervisors or any other management personnel of
Target Company to be appointed or dismissed by the Shareholders;

    


    6.2.7        
it shall not announce the distribution of or in practice release any
distributable profit, dividend or share profit or cast affirmative votes
regarding the aforesaid distribution or release;

    


    6.2.8         it
shall ensure that Target Company shall validly exist and prevent it from being
terminated, liquidated or dissolved;

    


    6.2.9         it
shall not amend the Articles of Association of Target Company or cast
affirmative votes regarding such amendment;

    


    6.2.10       it
shall ensure that Target Company shall not lend or borrow any money, or provide
guarantee or engage in security activities in any other forms, or bear any substantial
obligations other than on the arm's length basis; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    6.2.11       If
it acquires any equity interest of a new advertising company other than the
Target Company within the term of this Agreement and such new advertising
company's business relies on the service provided by Guo-Heng and/or Focus Media
Digital, it shall grant Guo-Heng Transferred Option in respect to the equity
interest held by it in such advertising company subject to and upon the same
terms and conditions of this Agreement.

    


    6.3           The
Shareholders hereby individually undertake that it must make all its efforts
during the term of this Agreement to develop the business of Target Company, and
ensure that the operations of Target Company are legal and in compliance with
the regulations and that it shall not engage in any actions or omissions which
might harm the Target Company Assets or its credit standing or affect the
validity of the Business Permits of Target Company.

    


    6.4           Without
limiting the generality of Article 6.3 above, considering the fact that each
Shareholder of each Target Company sets aside all the equity interest held
thereby in each Target Company as security to secure the performance by each
Target Company of the obligations under the Exclusive Service Agreement, the
performance of such Shareholder of the obligations under the Proxy Agreement,
the Shareholder undertakes to, within the term of this Agreement, make full and
due performance of any and all of the obligations on the part thereof under the
Proxy Agreement, and to procure the full and due performance of each Target
Company of any and all of its obligations under the Exclusive Service Agreement
and warrants that no adverse impact on exercising the rights under this
Agreement by Guo-Heng will be incurred due to the breach by the Shareholder of
the Proxy Agreement or the breach of the Target Company of the Exclusive Service
Agreement.

    


    6.5           V-Media
undertakes that, before its Exercise of Option and acquire all equity of
V-Media, V-Media shall not do the following:

    


    6.5.1         Sell,
transfer, mortgage or dispose by other way any assets, business, revenue or
other legal rights of its own or any Target Company, or permit creating any
encumbrance or other third party's interest on such assets, business, revenue or
other legal rights (except as occurs during the arm's length or operations or
daily operation, or as is disclosed to Guo-Heng and approved by Guo-Heng in
writing);

    


    6.5.2         conduct
any transactions that may substantively affect the asset, liability, business
operation, equity structure, equity of a third party and other legal rights
(except those occurring during the arm's length operations or daily operation,
or having been disclosed to Guo-Heng and approved by Guo-Heng in
writing);

    


    6.5.3         release
any dividend or share profit to the Personal Shareholders or cause the Target
Company to do so in any form.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
7  - CONFIDENTIALITY

    


    7.1           Notwithstanding
the termination of this Agreement, the Shareholders shall be obligated to keep
in confidence the following information (hereinafter collectively the
"CONFIDENTIAL INFORMATION"):(i)information on the execution, performance and
the contents of this Agreement;(ii)the commercial secret, proprietary information
and customer information in relation to Guo-Heng known to or received by it as
the result of execution and performance of this Agreement; and(iii)the
commercial secrets, proprietary information and customer information in relation
to Target Company known to or received by it as the shareholder of Target
Company.

    The
Shareholders may use such Confidential Information only for the purpose of
performing its obligations under this Agreement. o Shareholders shall disclose
the above Confidential Information to any third parties without the written
consent from Guo-Heng, or they shall bear the default liability and indemnify
the losses.

    


    7.2           Upon
termination of this Agreement, both Shareholders shall, upon demand by Guo-Heng,
return, destroy or otherwise dispose of all the documents, materials or software
containing the Confidential Information and suspend using such Confidential
Information.

    


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

    


    ARTICLE
8  - TERM OF AGREEMENT

    


    8.1           This
Agreement shall take effect as of the date of formal execution by the Parties.
For each Shareholder, this Agreement shall terminate in respect to such
Shareholder when all the Option Equity of all the Target Company held by him is
legally transferred under the name of Guo-Heng and/or other entity or individual
designated by it in accordance with the provisions of this
Agreement.

    


    8.2           After
termination of this Agreement in respect to such Shareholder according to
Article 8.1 above, this Agreement continues to be fully valid in respect to
other Shareholders.

    


    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  - LIABILITY FOR BREACH OF CONTRACT

    


    10.1          The
Parties agree and confirm that, if any party (hereinafter the "DEFAULTING
PARTY") breaches substantially any of the provisions herein or omits
substantially to perform any of the obligations hereunder, or fails
substantially to perform any of the obligations under this Agreement, such a
breach or omission shall constitute a default under this Agreement (hereinafter
a "DEFAULT"), then non-defaulting Party 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
non-defaulting Party's notifying the Defaulting Party in writing and requiring
it to rectify the Default, then non-defaulting Party shall have the right at its
own discretion to select any of the following remedial measures:

    (1)           to
terminate this Agreement and require the Defaulting Party to indemnify it for
all the damage; or

    (2)           mandatory
performance of the obligations of the Defaulting Party hereunder and require the
Defaulting Party to indemnify it for all the damage.

    


    10.2          Without
limiting the generality of Article 10.1, any breach of the Proxy Agreement, the
Equity Pledge Agreement shall be deemed as having constituted the breach by such
Shareholder of this Agreement; and any breach by Target Company of any provision
in the Exclusive Service Agreement, if attributable to the failure of any
Shareholder to perform the obligations thereof under Article 6.4 hereof, shall
be deemed as having constituted the breach by such Shareholder of this
Agreement.

    


    10.3          The
Parties agree and confirm that in no circumstances shall the Shareholders
request the termination of this Agreement for any reason, except otherwise
stipulated by law or this Agreement.

    


    10.4          Notwithstanding
any other provisions herein, the validity of this Article shall stand
disregarding the suspension or termination of this Agreement.

    


    ARTICLE
11  - MISCELLANEOUS

     

    11.1          This
Agreement shall be prepared in the Chinese language in sixteen (16) original
copies, with each involved Party holding one (1) copy hereof.

    


    11.2         The
formation, validity, execution, amendment, interpretation and termination of
this Agreement shall be subject to PRC Law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    11.3         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 Dalian Office for arbitration in Dalian in accordance
with the arbitration rules of such Commission, and the arbitration award shall
be final and binding on all Parties.

    


    11.4         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.

    


    11.5          Any
failure or delay by a Party in exercising any of its rights, powers and remedies
hereunder or in accordance with laws (hereinafter 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.

    


    11.6          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.

    


    11.7        
 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.

     

    11.8         
Upon execution, this Agreement shall substitute any other legal documents
previously executed by the Parties on the same subject.

     

    11.9        
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.
Notwithstanding the preceding sentence, considering that the rights and
obligations of each of the Shareholders hereunder are independent and severable
from each other,

    in case
the amendment or supplement to this Agreement is intended to have impact upon
one of the Shareholders, such amendment or supplement requires the approval of
such Shareholder only and it is not required to obtain the approval from the
other ones of the Shareholders (to the extent the amendment or supplement do not
have impact upon such other Shareholders).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.10       Without
prior written consent by Guo-Heng, the Shareholders shall not transfer to any
third party any of its right and/or obligation under this Agreement, Guo-Heng
shall have the right to transfer to any third party designated by it any of its
right and/or obligation under this Agreement after notice to the
Shareholders.

    


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

    


    Notwithstanding
any provision to the contrary in this Agreement, in case of the event stipulated
under Article 6.2.10, the relevant Shareholder shall, upon request by Guo-Heng,
procure that such new advertising company should be included as a Target Company
defined hereunder and that the all the equity interest held by such Shareholder
in such new advertising company shall become the Option Equity defined
hereunder, by signing the acknowledgement letter in substantially the form
attached hereto as Appendix IV. Considering that the rights and obligations of
each of the Shareholders hereunder are independent and severable from each
other, the arrangement procuring that the equity interest in such new
advertising company becoming the Option Equity will have no impact on the rights
or obligations of the other Shareholders, the above arrangement requires written
confirmation of Guo-Heng and the relevant Shareholder only. The other
Shareholders hereto hereby grant irrevocable and unconditional waiver in respect
to such arrangement, and further acknowledge that the relevant Shareholder
should not be obligated to obtain approval from them when he or it make the
equity interest held by him or it Option Equity.

    


    


    [The
remainder of this page is left blank]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
 

    (EXECUTION
PAGE)

    


    IN
WITNESS HEREOF, the following Parties have caused this Call Option Agreement to
be executed as of the date and in the place first here above
mentioned.

    


    GUOJUN
WANG

    


    Signature
by:  /s/ Guojun Wang

    


    MING
MA

    


    Signature
by:  /s/ Ming Ma

    


    SHUANGDA
WANG

    


    Signature
by:  /s/ Shuangda Wang

    


    CAIQIN
WANG

    


    Signature
by:  /s/ Caiqin Wang

    


    YANJIE
LIU

    


    Signature
by:  /s/ Yanjie Liu


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    DEJUAN
ZHOU

    


    Signature
by: /s/ Dejuan Zhou

    


    YI
TAN

    


    Signature
by: /s/ Yi Tan

    


    JINGRU
DU

    


    Signature
by: /s/ Jingru Du

    


    JINGRU
DU

    


    Signature
by: /s/ Jingru Du

    


    ZHENG
WANG

    


    Signature
by: /s/ Zheng Wang

    


    


    DALIAN
VASTITUDE MEDIA GROUP CO.,LTD. (Company chop)

    


    Signed
by:                      //signed//

    Name:

    Position:                      Authorized
Representative

    


    DALIAN
GUO-HENG CO., LTD. (Company chop)

    


    Signed
by:                      //signed//

    Name:

    Position:                      Authorized
Representative

    


    


    SHENYANG
VASTITUDE MEDIA CO., LTD   (Company chop)

     

    
      Signed
by:                      //signed//

    

    Name:         


    Position:                      Authorized
Representative

    


    


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

     

    
      Signed
by:                      //signed//

    

    Name:                          


    Position:                      Authorized
Representative


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    
      Signed
by:                      //signed//

    

    Name:                            

    Position:                      Authorized
Representative

    


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

     

    
      Signed
by:                      //signed//

    

    Name:                          


    Position:                      Authorized
Representative

    


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

     

    
      Signed
by:                      //signed//

    

    Name:                          


    Position:                      Authorized
Representative

    


    


    


    


    


    


    


    


     
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    APPENDIX
I:

    


    BASIC
INFORMATION OF OTHER TARGET COMPANIES HELD BY V-MEDIA

     

     

    


      
        	
                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%

              


      




     

     

    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    APPENDIX
II:

    


    


    FORMAT
OF THE OPTION EXERCISE NOTICE

    


    To:

    


    As our
company and you/your company and other relevant parties signed an Call Option
Agreement as of [date] (hereinafter the "OPTION AGREEMENT"), and reached an
agreement that you/your company shall transfer the equity you/your company hold
in [name of the Target Company] (hereinafter the "TARGET COMPANY") to our
company or any third parties designated by our company on demand of our company
to the extent as permitted by PRC Law and regulations. Therefore,
our company hereby gives this Notice to you/your as follows:

     

    Our
company hereby requires to exercise the Call Option under the Option Agreement
and [our company]/[name of company/individual] designated by our company shall
accept the equity you/your company hold accounting for ______% of [name of the
Target Company] Registered Capital (hereinafter the "PROPOSED ACCEPTED EQUITY").
You/Your company is required to forthwith transfer all the Proposed Accepted
Equity to [our company]/[name of designated company/individual] upon receipt of
this Notice in accordance with the agreed terms in the Option
Agreement.

    Best
regards,

    


    DALIAN
GUO-HENG MANAGEMENT & CONSULTATION CO., LTD. (Chop)

     

     

     

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Authorized
Representative:

    


    Date:

    


    


     
 

    


    


    


    


    APPENDIX
III:

    


    


    FORM OF
THE POWER OF ATTORNEY

    


    


     
 

    I/The
company, __________________, hereby irrevocably entrust __________________ [with
his/her identity card number of __________________], as the authorized
representative of me/the company, to sign the Equity Transfer Agreement and
other relevant legal documents between me and ______________ regarding the
Equity Transfer of [name of the Target Company]

    


    


    


    Signature:

    


    Date:

    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


     
 

    APPENDIX
IV:

    ACKNOWLEDGEMENT
LETTER

    


    I[name]
(ID Card number:______) This company (registered address ), as an independent
party, hereby agree to grant Dalian Guo-Heng Management and Consultation Co.,
Ltd.(hereinafter the "GUO-HENG ") with an irrevocable equity Call Option
(hereinafter "CALL OPTION") in respect to [ ]% of the equity share of [ ]
(hereinafter the "NEW TARGET COMPANY") held by me/this company.

    Once this
Acknowledgement Letter is executed by me/this company, the New Target Company
and the newly increase equity share begin to be the "Target Company" and "Option
Equity" defined under the Call Option Agreement (hereinafter the "CALL OPTION
AGREEMENT") entered into between me/this company, Guo-Heng and other relevant
parties dated [      ]; 

    and
I/this company immediately make the same representations and warranties in
respect to the New Target Company and relevant equity Call Option as I/this
company made under the Call Option Agreement in respect to the defined Target
Company and Call Option.

    


     [NAME
OF THE SHAREHOLDER/NAME OF THE COMPANY (Company chop)

    


    Signature
by:

    Name:

     

     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Position:                      Authorized
Representative]

    


    


    DALIAN
GUO-HENG MANAGEMENT & CONSULTATION CO., LTD. (Company chop)

    


    Signature
by:

    Name:

    Position:                      Authorized
Representative]