Exhibit 10




  




Exhibit 10.1 


TERMINATION AGREEMENT 


THIS TERMINATION AGREEMENT (the "Termination
Agreement") is entered into as of December 12, 2008 (the "Effective Date")
between: 


SHENZHEN NEW MEDIA CONSULTING CO., LTD., a
wholly-owned foreign enterprise incorporated under the laws of China, located at
108-109 Jinglian Garden East Jingtian Road, Futian District, Shenzhen, China ("Party
A"), and 

SHANGHAI LONGCOM
TELECOM CO., LTD., a domestic capital investment company incorporated under the
laws of China, located at 11/A-B, Huijia Plaza, No. 41, North Caoxi Road, Xuhui
District, Shanghai, China. ("Party
B"; Party A and Party B to be referred to collectively as the "Parties")


WHEREAS, the
Parties hereto are parties to the operating and management agreement, dated as
of December 13, 2007 (the "Operating and Management Agreement"), pursuant
to which, among other things, Party A paid RMB 40 million as a deposit for the
potential acquisition of Party B (the "Deposit"); and 

WHEREAS,
it is expected that Party B will not be able to achieve its after-tax net income
for the fiscal year ending December 31, 2008 as promised by Party B to Party A,
and accordingly Party A has decided not to proceed to acquire Party B pursuant
to the Operating and Management Agreement. The Parties have mutually agreed to
terminate the Operating and Management Agreement. 


NOW THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the Parties hereby agree as
follows: 


AGREEMENT 


1.



Termination of the Operating and
Management Agreement. The Parties hereby agree to terminate the Operating
and Management Agreement in its entirety as of the Effective Date, and the
Operating and Management Agreement shall be null and void and of no further
force or effect from and after the Effective Date. Notwithstanding any provision
of the Operating and Management Agreement to the contrary, neither party shall
have any further obligations thereunder or with respect thereto, except as
specifically set forth herein. 

2.



Effect of Termination. As of
the Effective Date, none of Party A (or its affiliates, directors, officers,
employees, agents or other representatives), on the one hand, nor Party B (or
its affiliates, directors, officers, employees, agents or other
representatives), on the other hand, shall have any liability or obligation to
each other under the Operating and Management Agreement, including, without
limitation, the acquisition of Party B by Party A. 

3.



Employees of Party B. The
employment relationship between any of Party B’s employee with Party A pursuant
to the Operating and Management Agreement shall be terminated as of the
Effective Date. 



4. 


Outstanding Securities Issued by Party A. Any securities issued by Party
A to Party B according to the Operating and Management Agreement shall be
canceled as of the Effective Date. 

5. 


Releases. Subject to Section 6, each of the Parties hereto, on its own
behalf and on behalf of its principals, affiliates, subsidiaries, directors,
officers, stockholders, employees, agents, representatives, and successors and
assigns of each of them, hereby irrevocably, fully and unconditionally releases
and forever discharges the other party and each of its past or present
principals, affiliates, directors, officers, stockholders, employees, agents,
representatives, and successors and assigns of each of them, from and against
any and all present and future claims, counterclaims, demands, actions, suits,
causes of action, damages, controversies and liabilities, including, without
limitation, any costs, expenses, bills, penalties or attorneys’ fees, whether
know or unknown, contingent or absolute, foreseen or unforeseen, and whether in
law, equity or otherwise, that could have been asserted in any court or forum
and relating in any way to any conduct, occurrence, activity, expenditure,
promise or negotiation arising from or relating to the Operating and Management
Agreement, including the performance thereof and further payment obligations of
any kind in connection therewith. 

6. 


Return of the Deposit. Party B agrees to return the Deposit together with
any accrued interest thereon within ten (10) days after the Effective Date in
RMB and in immediately available funds, by wire transfer to an account
designated in writing by Party A. 

7. 


Representations and Warranties. Each of the Parties hereby represents and
warrants to the other party that: (a) it has full power and authority to enter
into this Termination Agreement and to perform its obligations hereunder in
accordance with the provisions of this Termination Agreement, (b) this
Termination Agreement has been duly authorized, executed and delivered by such
party, and (c) this Termination Agreement constitutes a legal, valid and binding
obligation of such party, enforceable in accordance with its terms. 

8. 


Governing Law. This Termination Agreement and all the rights and duties
of the Parties arising from or relating to the subject matter of this
Termination Agreement shall be governed by, and construed and enforced in
accordance with, the laws of China. 

9. 


Severability. If any term or other provision of this Termination
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Termination
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of this Termination Agreement is not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
shall negotiate in good faith to modify this Termination Agreement so as to
effect the original intent of the Parties as closely as possible in a mutually
acceptable manner. 

10. 


Counterparts. This Termination Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. 

11. 


Amendment and Waiver. No provision of this Termination Agreement may be
waived or amended except in a written instrument signed by both Parties. 




12. 



Entire Agreement. This
Termination Agreement sets forth the final agreement between the Parties as to
the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, and negotiations, both written and oral, between the
Parties regarding the subject matter hereof. 


[Signature Page Follows]

 



IN WITNESS WHEREOF, the Parties hereto have executed this Termination
Agreement as of the day and year first above written. 


PARTY A: 

SHENZHEN NEW MEDIA CONSULTING CO., LTD., 

By:/s/ Yingsheng Li                  


Name: Yingsheng Li 

Title: Chairman and CEO 


PARTY B: 

SHANGHAI LONGCOM TELECOM CO., LTD. 

By:/s/ Guoliang Yu                   


Name: Guoliang Yu 

Title: President and General Manager