Exhibit 10.2

     

    Letter of Intent to Operate
"SmartCNTV Business Community Network” in Shan Dong Province,
PRC

    


    This
Letter of Intent is signed between:

    


    Party A:

    CNTVShop.com
Group Ltd. (Authorized exclusive Distributor of Smartcntv Business Community
Network)

    Main
Office Address: RICHMOND, BC, CANADA

    Legal
Representative: KEN KWAN  Positions: Director and Chief Executive
Officer

    


    Party B:

    Mr. Zhai,
Xiang Hou

    Main
Office Address: Zibo City, Shandong Province, China

    


    In the
principle of equality, mutual benefit, honesty, and common development between
the two parties, through friendly consultation, Party A and Party B agreed to
enter into this Letter of Intent in accordance with the following
terms.

    


    Profile of Party
A:

    


    SmartCNTV
Business Community Network, under the auspice of China eMedia Holdings
Corporation, is an internet marketing platform for multi-industry SMEs to trade
and promote its products and services.  It aims to provide
professional, quality, efficient, and convenient services to all its members in
marketing and promotion, market sales, video communication and distribution
networking online.

    


    China
eMedia Holdings Corporation has authorized CNTVShop.com Group Ltd. as its
exclusive General Operator of SmartCNTV Business Community Network.

    


    SmartCNTV
Business Community Network, with its unique innovative marketing and promotional
concepts, attracts effective and efficient strategic alliances over the internet
and on the ground operations to form a formidable Business Community Network so
that members can work together for a more promising future for
all.  It works towards the goal of enabling our members to reduce
their costs, and have a shorter and smoother journey to maximization of profit.
It is Smartcntv’s goal to increase the return for both the seller and buyer in
the process of e-trading and to create win-win situation for all.

    


    With
China entering the era of economic reform and following its participation in
WTO, overseas conglomerates, with strong capital base, modern and effective
management concepts are waiting for the opportune time to challenge the huge
China market.  China has thousands and thousands of SME that have weak
capital base, no branding edge, are lacked of modern and effective management
concepts need to share in the vision of Smartcntv to form a network of SME to
share information, data base, experience and access to overseas capital base,
technological know-how, and management expertise to prepare themselves for the
challenge in globalization.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              3.

            	
              Regional
      Dealership Operating Rights

            


    

    


    
      
        
          
            
              	
                      3.1

                    	
                      Operating Rights:   
      CNTVSHOP.COM
      will permit ZHAI to operate Shan Dong SmartCNTV Business Community Network
      (“SDSBCN”) as a Regional Dealership of CNTVSHOP in China; ZHAI will be
      fully responsible to set up the required local company and to obtain all
      necessary permits and licenses from appropriate government authority and
      agencies.

                    


            

          

        

      

    

    
      	
              
                3.2

              

            	
              
                Contribution:      
      CNTVSHOP.COM
      will own 51% of SDSBCN for its contribution in technical support and
      business portal; ZHAI will own 49% of SDSBCN for its financial
      contribution of RMB 490,000.  Total value of shares in SDSBCN
      will be RMB1 Million.

              

            


    

    
      	
              
                3.3

              

            	
              
                Both
      parties will work together in the best interest of SDSBCN and will utilize
      its resources to plan and operate
SDSBCN.

              

            


    

    


    
      	
               4.

            	
              Principle
      of Co-operation

            


    

    


    
      	
              4.1

            	
              SDSBCN
      is the only co-operation between the two parties in Shan Dong Province,
      China

            


    

    
      	
              4.2

            	
              In
      the principle of equality, mutual benefit, both parties will support the
      operation of SDSBCN in Shan Dong, China.  Both parties are
      committed to support and assist SDSBCN as
  required.

            


    

    


    
      
        	
                5. 

              	
                Rights
      and obligations of Party A

              


      

    

    


    
      	
              5.1

            	
              CNTVSHOP.COM
      will provide guidance and leadership in policy, strategy and other general
      support for all commercial projects related to the Regional
      Dealership.

            


    

    


    
      	
              6.

            	
              Rights
      and Obligations of Party B

            


    

    


    
      	
              6.1

            	
              Zhai
      will act as the legal person for SDSBCN and will ensure that all
      operations and undertakings of SDSBCN are in compliance with all law and
      regulation imposed by all levels of government authority and related
      agencies. Governed by the principle of honesty and efficiency, both
      parties will ensure early completion of related tasks outlined in this
      Letter of Intent.

            


    

    


    
      	
              8.

            	
              Confidential
      Information

            


    

    


    The
Parties hereby agree to maintain as confidential all information received
directly or indirectly from the other party and undertake not to use or disclose
such information to third parties unless such disclosure is made with consent of
the other party.  Information may be disclosed to employees of the
parties upon execution by such employee proper non-disclosure
agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              9.

            	
              Dispute
      Resolution

            


    

    


    Any
dispute related to this Letter of Intent, or precipitated from carrying out of
this Letter of Intent, between the two Parties shall be settled through friendly
consultation between the Parties.  If the parties fail to settle any
dispute within 30 days from commencement of consultation, the matter shall be
resolved in accordance with International Law.

    


    
      	
              10.

            	
              Breach
      of Contract

            


    

    


    The
Parties agree to abide by all the terms of this Letter of Intent. Any violation
or breach of any term of this Letter of Intent, the breaching party shall be
liable for all resulting loss, and is responsible for paying all costs of
litigation.

    


    
      	
              11.

            	
              Miscellaneous

            


    

    


    
      	
              11.1

            	
              In
      witness thereof, the Parties have through their duly authorised
      representatives signed and sealed this Letter of Intent on the day and
      year first above written.

            


    

    
      	
              11.2

            	
              Upon
      termination of this Letter of Intent, both Parties agree to return all
      confidential materials and information received from the other
      party.

            


    

    
      	
              11.3

            	
              Each
      Clause hereof shall be deemed to be independent and the invalidity of any
      Clause which may be unenforceable shall not affect the validity of any
      other Clause of this Letter of
Intent.

            


    

    This
Agreement and the rights and obligations of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the People’s Republic
of China PRC

    
      	
              11.4

            	
              All
      the appendices and schedules attached to this Letter of Intent (if any)
      are integral parts of this Letter of Intent and are incorporated in this
      Letter of Intent by this reference

            


    

    


    
      	
              11.5

            	
              The
      Letter of Intent shall be executed, in triplicate; each party holds an
      original copy.

            


    

    


    Party A
(seal):

    


    
      
        	
                /s/ Ken
Kwan

              


      

    

    Ken Kwan,
Director and Chief Executive Officer

    


    Party B
(seal):

    


    
      
        	
                /s/
Zhai

              


      

    

    Zhai
(signature):

    


    Sign
in Zibo City, Shan Dong Province on January 19, 2010


    
      
         


      

      
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