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 Fan Zhang (“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 Executive
      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 Executive
      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.

              


      

    

    
      
        	
              	
                1.3

              	
                Management Services. Party B’s
      duties as Chief Executive
      Officer of the Company and the Group Company shall
      include:

              


      

    

    
      
        
          
            	
                  	
                    1.3.1

                  	
                    Develop
      a strategic plan to advance the company’s mission and objectives and to
      promote revenue, profitability, and
growth.

                  


          

        

      

    

    
      
        	
              	
                1.3.2

              	
                Oversee
      company operations to insure production efficiency, quality, service, and
      cost-effective management of
resources.

              


      

    

    
      
        
          	
                	
                  1.3.3

                	
                  Plan,
      develop, and implement strategies for generating resources and/or revenues
      for the company.

                


        

      

    

    
      
        	
              	
                1.3.4

              	
                Approve
      company operational procedures, policies, and
  standards.

              


      

    

    
      
        	
              	
                1.3.5

              	
                Review
      activity reports and financial statements to determine progress and status
      in attaining objectives and revise objectives and plans in accordance with
      current conditions.

              


      

    

    
      
        	
              	
                1.3.6

              	
                Evaluate
      performance of executives for compliance with established policies and
      objectives of the company and contributions in attaining
      objectives.

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
              	
                1.3.7

              	
                Other
      services mutually agreed to by Party B and the
    Company.

              


      

    

    
      
        	
              	
                1.4

              	
                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 10,000 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/
      Fan Zhang  
	 
      	 
      
	
                Date:

              	
                March,
      12, 2010