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 Anbao Teng (“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 Technology
      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 Technology
      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
      Technology 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/ Anbao
      Teng  
	 
      	 
      
	
              Date:

            	
              March,
      12, 2010