Unassociated Document


    REGIONAL
DISTRIBUTOR AGREEMENT

     

    Party A : Sunity Information
Technology (Beijing) Co., Ltd. (“Party A”)

     

    Registered Address:
Yayunhaoting, Xiaoying Road, ChaoYang District, Beijing

     

    Contact
: Yao Zhen

     

    Tel
: 010-84782567

     

    
      	
              Party
      B: Xia Zhijun

            	
              (“Party
      B”)

            


    

    


    Address
: Shenzhen No.7001 Beihuan Avenue Sino Petro Building Room 2501

    


    Contact
:

    


    Tel
:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Based on
the principle of win-win in cooperation, mutual benefits and co-development,
through friendly discussion, the Parties agree that Party B, acting as the
cooperative distributor of the Dream Game of Party A (Note: renamed as Qihang
Game in later 2009), will distribute Party A’s game tokens. The Parties hereby
agree as follows pursuant to the policy, laws and regulations of the People’s
Republic of China;

    


    DISTRIBUTOR
QUALIFICATION AND COOPERATION SCOPE

    


    1.
GENERAL CONDITIONS FOR THE DISTRIBUTOR

    


    1) Party
B shall be a corporation with legal existence or an individual with full
capacity of civil rights and full capacity of civil conduct. Party B shall have
the ability to independently bear civil liability.

    


    2) Party
B shall be familiar with the Distributor Policy, the Description of the Product
and Services and other relevant information. Party B shall prioritize the sales
assignment of Party A’s game tokens.

     

    Subject
to the conditions set forth above, Party A authorizes Party B as the exclusive
distributor (except for the telecom operators) of Southern China Area. The
exclusivity period is 10 years
commencing from 2008.4.1 to
2018.3.31.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.
COOPERATION SCOPE

    


    1) Party
B is authorized to distribute the game tokens for the Dream Game, as an
exclusive distributor, in the exclusive region. Party A shall give Party B its
most favorable pricing policy. Party A shall offer Party B the products with the
favorable discounts according to the “distributor policy” stated in the the
distributor cooperation agreement. Party B shall achieve the sales targets
stipulated by Party A.

    


    2) Party
B may hire sub-distributors in the exclusive region to distribute Party A’s game
tokens. Party B shall further manage and supervise the sub-distributors
according to the distribution policy of Party A.

    


    PRIVILEGES
AND OBLIGATIONS OF PARTY B

    


    1. Party
B has priority in obtaining support from Party A with respect to product
promotion, training, activities and resources.

    


    2. Party
B has the preemptive right to renew this Agreement. At the time of the
expiration of this Agreement, if Party B wishes to renew this Agreement, Party A
shall be required to renew this Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              
              

            	
              3.

            	
              Party
      B shall bear all costs arising from transactions, obtaining paid services
      and any other expenses in connection with sales, all the taxes due and
      other hardware/software and service
fees.

            


    

    


    
      	
            	
              4.

            	
              Party
      B shall strictly comply with the pricing policy of Party A within the
      scope of this Agreement.

            


    

    


    
      	
            	
              5.

            	
              Party
      B shall develop sub-distributors in the exclusive region. Party B shall
      further manage and supervise the sub-distributors, provide the
      sub-distributors with training service, promotion support and activities
      support.

            


    

    


    
      	
            	
              6.

            	
              Party
      B shall provide good service andprotect the public image of Party A in the
      process of developing sub-distributors. Party B shall assume legal
      liability and indemnify Party A for any losses incurred by Party A as a
      result of the breach of this Agreement by Party
  B.

            


    

    


    
      	
            	
              7.

            	
              Party
      B is entitled to terminate this Agreement if Party A or its products
      violate the state laws and
regulations.

            


    

    


    
      PRIVILEGES
AND OBLIGATIONS OF PARTY A

    

    


    
      	
            	
              1.

            	
              Party
      A shall ensure the exclusivity of Party B in the authorized region (except
      for the telecom operators).

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              2.

            	
              Party
      A shall maintain the benefits of the distributors. Party A shall endeavor
      to avoid excessive competition among the distributors by discount sales.
      Party A may, in its own discretion, terminate this agreement with and
      disqualify Party B if it finds that Party B’s operation violates the
      rules.

            


    

    


    
      	
            	
              3.

            	
              Party
      A has the obligation to explain its distributor policy of the products and
      the Privileges and Obligations of Party
B.

            


    

    


    
      	
            	
              4.

            	
              Party
      A may adjust the pricing policy and distributor policy according to
      changes in the market. Party A shall notify Party B of such adjustment by
      email or Internet-based
announcements.

            


    

    


    
      	
            	
              5.

            	
              Party
      A may review the business performance of Party B according to the
      distributors management policy. Party A may disqualify Party B if Party B
      fails in the performance review.

            


    

    


    
      	
            	
              6.

            	
              Party
      A has the final interpretation right with regard to this Agreement and the
      distributor cooperation policy.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      COOPERATION
POLICY

    

    


    
      
        1.
As
a first tier distributor for the game
token, Party B enjoys a favorable discount of __%1; Party B
shall not give a discount of more than __%1 to
secondary distributors and sub-distributors and discounts of more than __%1 to
direct users.

      

    

    


    
      2.
Party A
will issue game credit cards in the form of electronic virtue cards to ID’s
designated by Party B.

    

    


    
      3.
In
principle, Party B must make payments to the account designated by Party A for
the amount of game tokens sold within 10 days of receiving credit
cards.

    

    


    
      
        4.
Party B
shall settle all the payment for the previous month (in principle, no later than
the 10th
of the following month except under special
circumstances).

      

    

    


    
      CONFIDENTIAL
INFORMATION

    

    


    
      	
            	
              1.

            	
              The
      Parties are responsible to keep confidential trade secrets in this
      Agreement.

            


    

    


    
      	
            	
              2.

            	
              Trade
      secret refers to the technical information and business information which
      is not known to the public, which is capable of bringing economic benefits
      to the owner, which has practical applicability, and which the owner of
      rights has taken measures to keep secret such as technical information and
      business information. Technical Information includes, but is not limited
      to, computer programs, digital information and drawing information;
      business information includes, but is not limited to, customer data,
      customer list, supply and marketing channels, production and marketing
      Strategy and trade records.

            


    

    ___________________________


    1 
This portion of the agreement has been intentionally omitted and has been filed
separately with the U.S. Securities and Exchange Commission and
confidential treatment of such portion has been requested pursuant to 5 U.S.C.
§552(b)(4); 17 C.F.R. §200.80(6)(4).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
            	
              3.

            	
              The
      Parties shall keep confidential this Agreement and its contents. Neither
      party shall disclose the contents of this Agreement and relevant
      information to any third party without the prior written consent of the
      other party.

            


    

    


    
      	
            	
              4.

            	
              The
      Parties shall be responsible to keep confidential trade secrets in the
      agreement period and within 3 years after termination of this
      Agreement.

            


    

    


    
      DEFAULT

    

    


    
      	
            	
              1.

            	
              Any
      party shall remedy its negligence or misconduct to the other party. If due
      to the fault or misconduct of one party, this Agreement cannot be
      performed or cannot be performed completely, the defaulting Party shall
      assume all the legal liabilities,

            


    

    


    
      	
            	
              2.

            	
              Party
      A or Party B shall assume his own liabilities in consideration of the
      actual circumstances/situation(s), if both have acted negligently or with
      misconduct.

            


    

    


    
      	
            	
              3.

            	
              Either
      party is entitled to terminate this Agreement, if this Agreement can not
      be performed due to the breach of another party. [If one party’s breach of
      this Agreement renders it incapable of being performed, the other party
      has the right to terminate this
agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              4.

            	
              The
      aggrieving party is entitled to investigate and pursue legal action,
      demand to eliminate undesirable impact and be compensated, if the other
      Party breaches this Agreement and cause the undesirable impact or
      financial loss t on the aggrieving
party.

            


    

    


    
      DISPUTE
RESOLUTION

    

    


    
      	
            	
              1.

            	
              The
      execution, validity, interpretation and dispute resolution of this
      Agreement shall be governed by PRC
Law.

            


    

    


    
      	
            	
              2.

            	
              The
      Parties shall attempt in the first instance to resolve any such dispute,
      discrepancy, or conflict, including, but not limited to, the dispute of
      validity and perpetuation about this Agreement, or the validity of
      arbitration clause through friendly consultations between themselves. If
      the dispute cannot be resolved in the aforementioned manner, the Parties
      shall agree to resolve it as below:

            


    

      


    
      	  	
              (  )

            	
              submit
      to the China International Economic and Trade Arbitration Commission
      (“CIETAC”) and should be resolved in accordance with the Arbitration Rules
      of CIETAC.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	  	
              (  )

            	
              Pursue
      legal action to the competent court in within
  China.

            


    

    


    
      The other
part of this Agreement remains effective in the litigation or arbitration
process, except for the submitted dispute issue.

    

    


    
      EFFECTIVE
PERIOD AND MISCELLANEOUS

    

    


    
      	
            	
              1.

            	
              Effective
      period of this Agreement is from 2008-4-1 to 2018-3-31. This Agreement
      will be extended for one additional year if neither party of this
      Agreement has raised objection in a written notice to the other party
      within thirty (30) days prior to the end of effective period or if the two
      parties have not reached agreement in any other form to terminate this
      Agreement.

            


    

    


    
      
        	
              	
                2.

              	
                This
      Agreement may be terminated due to any reasons set out as
      below:

              


      

    

    


    
      
        	
              	
                a)

              	
                The
      expiry of this Agreement

              


      

    

    


    
      
        
          
            	
                  	
                    b)

                  	
                    Mutual
      consent to terminate this
Agreement.

                  


          

        

      

    

    


    
      
        	
              	
                c)

              	
                One
      party terminates this Agreement due to the breach of another
      party.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
            	
              3.

            	
              A
      party shall give prior written notice to the other party one month in
      advance if it desires to terminate this Agreement. The receiving party
      shall reply in writing within 15 days. It is assumed that the receiving
      party agrees to terminate this Agreement if it does not reply within 15
      days of receiving the notice and the Agreement will be terminated 1 month
      after termination notice is issued.

            


    

    


    
      	
            	
              4.

            	
              Supplemental
      agreement as the appendix which signed by the Parties has equal legal
      effect.

            


    

    


    
      	
            	
              5.

            	
              The
      premature termination of this Agreement shall not impact the rights and
      obligations raised under this Agreement before the
      termination.

            


    

    


    
      	
            	
              6.

            	
              This
      Agreement shall become effective as of the date when this Agreement is
      duly executed by the Parties. The actual performed obligations shall be
      performed according to this
Agreement.

            


    

    


    
      	
            	
              7.

            	
              The
      matters that were not covered in this Agreement shall be supplemented in
      writing after consultations between the
Parties.

            


    

    


    
      	
            	
              8.

            	
              This
      Agreement is executed in four (4) originals, with each party holding two
      (2) set of originals has equal legal effect, and shall become effective as
      of the date when this Agreement is duly executed by the
      Parties.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Party
      A: Sunity (Beijing) Technology Limited

              	
                Party
      B: Xia Zhijun

              
	 
      	 
      
	
                Date
      : March 28, 2008

              	
                Date
      : March 28, 2008