Unassociated Document


    
      EXCLUSIVE
COLLABORATION AGREEMENT

       

      THIS EXCLUSIVE COLLABORATION AGREEMENT (this “Agreement”) is entered into on April 1, 2010
between

      


      
        	
                (1)

              	
                Beijing Yangguang Jiaze Network
      Technology Limited, with its registered office at Room 3-702,
      International Financial Center, No. 87 West 3rd
      Ring North Road Haidian District, Beijing China. (“Party
    A”)

              


      

      


      
        	
                (2)

              	
                Sunity Information Technology
      (Beijing) Co., Ltd. with its registered office at Room 208A, No. 3,
      North Side, Haidian District, Beijing (“Party
  B”)

              


      

      


      Each of
Party A and Party B is individually referred to herein as a “Party”, and
collectively as the “Parties”.

      


      RECITALS:

      


      
        	
                (1)

              	
                WHEREAS, Party A, wholly
      foreign-owned enterprise duly organized and existing under PRC laws, owns
      considerable knowledge in the online game research and development, online
      game software maintenance and technical
support.

              


      

      


      
        	
                (2)

              	
                WHEREAS, Party B, a
      private enterprise in China located at Beijing, China, focusing on the
      research, development and operation of the online
  game.

              


      

      


      NOW, THEREFORE, through
friendly negotiation and on the principle of equality and mutual benefit, in
relation to the exclusive license granted, by Party A, to Party B to sell and
operate the software developed, the exclusive technical support and maintenance
provided, by Party A, to Party B and the payment by Party B to Party A under
this Agreement, Parties hereby agree as follows:


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                I.

              	
                CONTENTS
      OF EXCLUSIVE COLLABORATION

              


      

      


      
        	
                1.1

              	
                Party
      A agrees to grant Party B an exclusive license within China all the
      computer programs relating to the online gaming Party A developed in
      consideration of a royalty fee paid by Party B on a yearly
      basis.

              


      

      


      
        	
                1.2

              	
                Party
      A agrees to provide technical support to Party B, on an exclusive basis,
      for the marketing, operation and maintenance of the online games. The
      services include: (a) server maintenance; (2) further development,
      renewal, upgrading and application of the software; (3) transfer and
      adjustment of database; (4) training of the technical personnel; and (5)
      other technical support required by Party
B.

              


      

      


      
        	
                1.3

              	
                Party
      A agrees to provide management consulting service to Party B, on an
      exclusive basis. Those services include: (a) Party A will provide
      operation management services with the resolution approving the status in
      quo and the realities of Party B, customizes the details of operation
      management services and provides operation management services based on
      the resolution; (b) When the service scheme is confirmed, Party A will
      optimize the operation management and organization of Party B’s
      departments relying on the authorization, include without limitation to
      track implementation status, collect relevant materials, assist market
      promotion, provide advice and suggestion, improve system management
      service.

              


      

      


      
        	
                II.

              	
                REPRESENTATIVES AND
      WARRANTS

              


      

      


      
        	
                2.1.

              	
                Party
      B undertakes not to alter the licensed software by itself or through a
      third party without the prior written consent of Party A. Party B shall
      not sell or sub-license the authorized program and/or software to any
      third party by itself or through any other third
  party.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                2.2.

              	
                Party
      B undertakes to seek technology support services in accordance with this
      Agreement from Party A on an exclusive basis, and shall not enter into any
      same or similar technology support services agreements with any third
      party other than Party A during the team of this
  Agreement;

              


      

      


      
        	
                2.3.

              	
                It
      is agreed that Party A retains all the intellectual property rights
      associated with the program and relevant documentation pursuant to the
      Agreement. Without prior written consent by Party A, Party B could not use
      or disclose to any third party the software and documentation mentioned
      above.

              


      

      


      
        	
                2.4.

              	
                In
      no case shall Party B transfer any of its rights and obligations provided
      in this Agreement to any third party without obtaining the prior written
      consent of Party A.

              


      

      


      
        	
                III.

              	
                SERVICE FEE
      PAYMENT

              


      

      


      
        	
                3.1.

              	
                In
      consideration for the exclusive license granted by Party A to Party B to
      license and market its online games, unless as otherwise instructed by
      Party A in writing, Party B shall pay 10% of its revenues as the loyalty
      to Party A, on a yearly basis. Party B shall pay the loyalty in the last
      week of March every year.

              


      

      


      
        	
                3.2.

              	
                In
      consideration for the exclusive technical support and consulting service
      provided by Party A to Party B, Party B shall pay Party A service fees,
      which will be determined on an arms-length and reasonable basis based on
      the cost and expenses incurred by the Parties. The service fee shall be
      paid on a yearly basis and in the last week of March every year. The
      amount of the service fee shall be confirmed and agreed in writing by the
      Parties.

              


      

      


      
        	
                3.3.

              	
                Unless
      otherwise agreed by the Parties, the loyalty and the service fees should
      be deposited by Party B to the bank account designated by Party A, Party A
      shall confirm the service fee due by way of an invoice to Party
      B.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                3.4.

              	
                Taxes
      and expenses arising out of the execution and implementation of this
      Agreement shall be borne by the Parties
  respectively.

              


      

      


      
        	
                IV.

              	
                BREACH OF
      AGREEMENT

              


      

      


      
        	
                4.1.

              	
                If
      Party B breaches this Agreement, and enters into an agreement with a third
      Party for a similar service, then Party B should compensate Party A double
      the amount of services fees due for that as agreed under clause 3.1 of
      this Agreement as penalty.

              


      

      


      
        	
                4.2.

              	
                In
      the event that Party B fails to pay the fee provided under this Agreement
      to Party A, interest is payable to Party A on the service fee due at a
      daily rate of 0.015% of the overdue payment until such payment is made in
      full. In the event that Party B fails to make the payment within 30 days,
      Party A is entitled to request for the exercise and enforcement of the
      security rights on the equity of Party B according to the Shares Pledge
      Agreement executed by Party A and the Shareholders of Party B. In this
      case, Party B shall not refuse or withhold in any manner the exercise of
      Party A’s security rights.

              


      

      


      
        
          	
                  V.

                	
                  TERM AND
      TERMINATION

                


        

      

      


      
        	
                5.1.

              	
                The
      term of this Agreement will be 20 years, commencing from the date of this
      Agreement. Upon the expiration, Party A has the sole discretion to renew
      the agreement for another 20 years without obtaining the consent of Party
      B.

              


      

      


      
        	
                5.2.

              	
                Any
      Party will be deemed to have breached the Agreement if it fails to perform
      any obligations hereinto; the non-breaching Party is entitled to issue
      written notice to terminate this Agreement to the breaching Party if the
      breaching Party has not taken any measures to cure or remedy the breach
      within 30 business days of the written notice to cure such breaches
      notified by the non-breaching
Party.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                VI.

              	
                GOVERNING LAW AND
      DISPUTE SETTLEMENT

              


      

      


      
        	
                6.1.

              	
                The
      execution, validity, interpretation and implementation of this Agreement
      shall be governed by the laws of People’s Republic of
    China.

              


      

      


      
        	
                6.2.

              	
                If
      a dispute arises in connection with the interpretation or implementation
      of this Agreement, the Parties shall attempt in the first instance to
      resolve any such dispute through friendly consultations among themselves
      and/or mediation by a neutral third party. If the dispute cannot be
      resolved in the aforementioned manner within thirty (30) days after the
      commencement of discussions, any Party may submit the dispute to
      arbitration.

              


      

      


      
        	
                6.3.

              	
                Any
      dispute arising in connection with this Agreement shall be submitted to
      the China International Economic and Trade Arbitration Commission and
      should be resolved in accordance with the Arbitration Rules of
      CIETAC.

              


      

       

      
        	
                6.4.

              	
                The arbitration
      award shall be final and binding on the Parties. The costs of arbitration
      shall be borne by the losing Party, unless otherwise determined by the
      arbitration panel.

              


      

       

      
        	
                6.5.

              	
                During
      arbitration, the Parties shall, to the extent possible, continue to
      implement those parts of this Agreement not being
    arbitrated.

              


      

      


      
        	
                VII.

              	
                MISCELLANEOUS

              


      

      


      
        	
                8.1

              	
                The
      provisions of this Agreement may not be waived, modified or amended except
      by an instrument in writing signed by the Parties (which instrument shall
      be attached as an Appendix hereto).

              


      

      


      
        	
                8.2

              	
                Failure
      or delay on the part of either Party to exercise any right under this
      Agreement shall not be deemed as a waiver
  thereof.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                8.3

              	
                The
      invalidity of any provision of this Agreement shall not affect the
      validity of any other provision of this Agreement which is unrelated to
      that provision.

              


      

      


      
        	
                8.4

              	
                Party
      B may not assign or otherwise transfer his rights or obligations under
      this Agreement without the prior written consent of Party
    A.

              


      

      


      
        	
                8.5

              	
                This
      Agreement shall become effective as of the date when this Agreement is
      duly signed by the Parties.

              


      

      


      
        	
                8.6

              	
                This
      Agreement is executed in two (2) originals in English and in Chinese, with
      each Party holding one (1) set of originals. In the event of a conflict,
      the Chinese version will prevail.

              


      

      


      
        (Rest of
this page shall be left blank; execution page is on the following
page)

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      THE PARTIES HERETO have
executed or caused this Agreement to be executed by their duly
authorized representatives as of the date first indicated above.

      


      Party
A:

      Beijing
Yangguang Jiaze Network Technology Co., Ltd.,

      


      
        
          
            	
                    /s/ Fan Zhang

                  
	
                    Authorized
      representative

                  


          

        

      

      


      Stamp:

      


      Date:           April
1, 2010

      


      Party
B:


      Sunity
Information Technology (Beijing) Co., Ltd.,

      


      
        
          
            
              	
                      /s/ Fan Zhang

                    
	
                      Authorized
      representative

                    


            

          

        

      

      


      Stamp: 

       

      Date:          
April 1, 2010