Unassociated Document


    SUNITY
ONLINE ENTERTAINMENT LIMITED

    MANAGEMENT
AGREEMENT

      


    This
Management Agreement (the “Agreement”) is made and entered into as of March 12,
2010, by and between

    Party A:
Sunity Online Entertainment Limited, (the “Company”) a limited liability company
duly incorporated in Cayman Island, and

    Party B:
a P.R.C citizen Xinlong Niu (“the Management”).

     

    
      	
              I.

            	
              SERVICES

            


    

    
      	
            	
              1.1 
      

            	
              Party
      B is hereby appointed to be the Company’s Management, effective on April
      1, 2010. Party B is hereby appointed to be the subsidiary of the Company’s
      management and the management of the controlled operation company,
      effective on April 1, 2010, (the subsidiary of the Company and the
      controlled operation company of the Company are collectively referred as
      “Group Companies” hereunder)

            


    

    
      	
            	
              1.2

            	
              Party
      B agrees to perform such tasks as may be necessary to fulfil his
      obligations as the Chief
      Operation Officer
      of the Company and the Group Companies for so long as he is duly
      appointed or elected and qualified in accordance with the applicable
      provisions of the Articles of Association and Memorandum of Association of
      the Company or any Group Company and until such time as he resigns. Party
      B, in his capacity as Chief Operation
      Officer may at any time and for any reason resign or be removed
      from such position (subject to any other contractual obligation or other
      obligation imposed by operation of law), in which event the Company and
      the Group Company shall have no obligation under this Agreement with
      respect to Party B. Party B’s duties as Chief
      Operation Officer of
      the Company and the Group Company shall be mutually agreed to by
      Party B and the
      Company under separate cover.

            


    

    
      	
            	
              1.3

            	
              Term. This Agreement shall
      terminate upon the “Expiration Date”, which shall be the earlier of
      the date on which Management ceases to be a member of the executive
      management of the Company and the Group Company for any reason, including
      death, resignation, removal, or failure to be elected by the
      stockholders of the Company, or the date of termination of
      this Agreement in accordance with Section 5.2
  hereof.

            


    

    


    
      	
              II. 

            	
              COMPENSATION

            


    

    
      	
            	
              2.1

            	
              Fees to
      Management. The Company agrees to pay Management a fee of RMB 5,000
      per month for Management Services in consideration for the service
      provided by Party B to the Company and the Group Company, payable pursuant
      to the usual and customary payroll practices of the
    Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              III. 

            	
              CONFIDENTIALITY
      AND NONDISCLOSURE

            


    

    
      	
            	
              3.1

            	
              Confidentiality. During the term
      of this Agreement, and for period of one (1) year after the Expiration
      Date, Party B shall maintain in strict confidence all information he has
      obtained from the Company and the Group Company during the term, which the
      Company and the Group Company has designated as “confidential” or which is
      by its nature confidential, relating to the Company’s business, operation,
      properties, assets, services, condition (financial or otherwise),
      liabilities, employee relations, customers (including customer usage
      statistics), suppliers, prospects, technology, or trade secrets, except to
      the extent such information (i) is in the public domain through no act or
      omission of the Company and the Group Company, (ii) is required to be
      disclosed by law or a valid order by a court or other governmental body,
      or (iii) is independently learned by Party B outside of this relationship
      as an officer of the Company and the Group Company (the “Confidential
      Information”).

            


    

    
      	
            	
              3.2

            	
              Nondisclosure and Nonuse Obligations. Party B will
      use the Confidential Information solely to perform his obligations for the
      benefit of the Company and the Group Company hereunder. Party B will not
      use the Confidential Information for his own benefit or the benefit of any
      other person or entity, except as may be specifically permitted in this
      Agreement. Party B will immediately give notice to the Company of any
      unauthorized use or disclosure by or through him, or of which he becomes
      aware, of the Confidential Information. Party B agrees to assist the
      Company and the Group Company in remedying any such unauthorized use or
      disclosure of the Confidential
Information.

            


    

    
      	
            	
              3.3

            	
              Return
      of Company Property. All materials
      furnished to Party B by the Company and the Group Company, are the sole
      and exclusive property of the Company and the Group Company. Party B
      agrees to promptly deliver the original and any copies of the property to
      the Company and the Group Company at any time upon request. Upon
      termination of this Agreement by either party for any reason, Party B
      agrees to promptly deliver to the Company and the Group Company the
      original and any copies of the company property. Party B agrees to certify
      in writing that he has so returned all such
  property.

            


    

    


    
      	
              IV. 

            	
              COVENANTS

            


    

    
      	
            	
              4.1

            	
              No Conflict of Interests. During
      the term of this Agreement, and for a period of one (1) year after the
      Expiration Date, Party B shall not be employed by, own manage, control or
      participate in the ownership, management, operation or control of any
      person, firm, partnership, corporation or unincorporated association or
      entity of any kind that is competitive with the Company and the Group
      Company or otherwise undertake any obligation inconsistent with the terms
      hereof. A business shall be deemed to be “competitive with the Company and
      the Group Company” for purpose of this Article IV only if and to the
      extent it engages in the business substantially similar to the Company’s
      business.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              4.2

            	
              Non-interference with Business. During the term of
      this Agreement, and for a period of one (1) year after the Expiration
      Date, Party B agrees not to interfere with the business of the Company and
      the Group Company in any manner. By way of example and not of limitation,
      Party B agrees not to solicit or induce any employee, independent
      contractor, customer or supplier of the Company and the Group Company to
      terminate or breach his, her or its employment, contractual or other
      relationship with the Company and the Group
  Company.

            


    

      

    
      	
              V.

            	
              TERM
      AND TERMINATION

            


    

    
      	
            	
              5.1

            	
              Term. This Agreement is
      effective as of the date first written above and will continue until the
      Expiration Date.

            


    

    
      	
            	
              5.2

            	
              Termination. Either party may
      terminate this Agreement at any time upon thirty (30) days prior written
      notice to the other party, or such shorter period as the parties may agree
      upon.

            


    

    
      	
            	
              5.3

            	
              Survival. The rights and
      obligations contained in the Articles III and IV will survive any
      termination or expiration of this
Agreement.

            


    

    


    
      	
              VI.

            	
              MISCELLANEOUS

            


    

    
      	
            	
              6.1

            	
              Assignment. Except
      as expressly permitted by this Agreement, neither party shall assign,
      delegate, or otherwise transfer any of its rights or obligation under this
      agreement without the prior written consent of the other party. Subject to
      the foregoing, this Agreement will be binding upon and inure to the
      benefit of the parties hereto and their respective heirs, legal
      representatives, successors and
assigns.

            


    

    
      	
            	
              6.2

            	
              No Waiver. The failure of any
      party to insist upon the strict absence and performance of the terms of
      this Agreement shall not be deemed a waiver of other obligations
      hereunder, nor shall it be considered a future or continuing waiver of the
      same terms.

            


    

    
      	
            	
              6.3

            	
              Notices. Any
      notice required or permitted by this Agreement shall be in writing and
      shall be delivered as follows with notice deemed given as indicated: (i)
      by personal delivery when delivered personally; (ii) by overnight courier
      upon written verification of receipt; (iii) by facsimile transmission upon
      acknowledgment of receipt of electronic transmission; or (iv) by certified
      or registered mail, return receipt requested, upon verification of
      receipt. Notice shall be sent to the addresses set forth on the signature
      page of this Agreement or such other address as either party may specify
      in writing.

            


    

    
      	
            	
              6.4

            	
              Governing Law.
      This Agreement shall be governed by and construed and enforced under the
      laws of the State of New York.

            


    

    
      	
            	
              6.5

            	
              Severability. Should any
      provisions of this Agreement be hereby a court of law to be illegal,
      invalid or unenforceable, the legality, validity and enforceability of the
      remaining provisions of this Agreement shall not be affected or impaired
      thereby.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              6.6

            	
              Entire Agreement. This Agreement
      constitutes the entire agreement between the parties  relating
      to this subject matter and supersedes all prior or contemporaneous
      oral written agreements concerning such subject matter. The terms of this
      Agreement will govern all Management Services undertaken by Party B for
      the Company and the Group Company.

            


    

    
      	
            	
              6.7

            	
              Amendments. This
      Agreement may only be amended, modified or changed by an agreement signed
      by the Company and Party B. The terms contained herein may not be altered,
      supplemented or interpreted by any course of dealing or
      practices.

            


    

    
      	
            	
              6.8

            	
              Counterparts. This Agreement may
      be executed in two counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument.

            


    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of date
first written above.

    


    
      	
              Company:

            	
              Sunity
      Online Entertainment Limited

            
	 
      	 
      
	
              Representative:

            	/s/
      Fan Zhang
	 
      	 
      
	
              Date:

            	
              March,
      12, 2010

            
	 
      	 
      
	
              Party
      B:

            	/s/ Xinlong Niu 

	 
      	 
      
	
              Date:

            	
              March,
      12, 2010