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 Linxian Zhen (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 Marketing
      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
      Marketing
      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
      Marketing
      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/ Linxian
      Zhen  
	 
      	 
      
	
                  Date:

                	
                  March,
      12, 2010