Exhibit
10.1


 


Execution Counterpart


 




 





STOCK
PURCHASE AGREEMENT


 


by and
among


 


MAK WAI
KEUNG, SHAWN


 


EAGLE
TREASURE LIMITED


 


BEIJING
MULTIMEDIA LIMITED


 


and


 


CENTIV,
INC.


 


 


Dated as of
December 27, 2003




 





 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  I.

  	
  CONSIDERATION

  	
   

  
	
   

  	
  1.1

  	
  Share
  Exchange

  	
   

  
	
   

  	
  1.2

  	
  Fee Shares and CNTV Options

  	
   

  
	
  II.

  	
  CLOSING

  	
   

  
	
   

  	
  2.1

  	
  Time and Place of Closing

  	
   

  
	
   

  	
  2.2

  	
  CNTV’s Actions at Closing

  	
   

  
	
   

  	
  2.3

  	
  The
  Independent Shareholders’ Action at Closing

  	
   

  
	
  III.

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
  3.1

  	
  Eagle
  Representations and Warranties

  	
   

  
	
   

  	
  3.2

  	
  Beijing
  Multimedia Representations and Warranties

  	
   

  
	
   

  	
  3.3

  	
  Mak’s
  Representations and Warranties

  	
   

  
	
   

  	
  3.4

  	
  CNTV
  Representations and Warranties

  	
   

  
	
   

  	
  3.5

  	
  Indemnity

  	
   

  
	
  IV.

  	
  COVENANTS

  	
   

  
	
   

  	
  4.1

  	
  Lock-up
  Covenants. Subject to any applicable laws and regulations, e

  	
   

  
	
   

  	
  4.2

  	
  Board Representation. Subject to
  any applicable laws and regulations, u

  	
   

  
	
   

  	
  4.3

  	
  CNTV
  Liabilities

  	
   

  
	
   

  	
  4.4

  	
  SEC Filings

  	
   

  
	
   

  	
  4.5

  	
  Notices

  	
   

  
	
   

  	
  4.6

  	
  Further
  Assurance

  	
   

  
	
  V.

  	
  ACTIONS PRIOR TO CLOSING

  	
   

  
	
   

  	
  5.1

  	
  Activities
  Until the Relevant Closing Date

  	
   

  
	
   

  	
  5.2

  	
  Efforts of the
  Independent Shareholders to Satisfy Conditions

  	
   

  
	
   

  	
  5.3

  	
  Efforts
  of CNTV to Satisfy Conditions

  	
   

  
	
  VI.

  	
  CONDITIONS PRECEDENT TO
  CLOSING

  	
   

  
	
   

  	
  6.1

  	
  Conditions
  to Each Party’s Obligations

  	
   

  
	
   

  	
  6.2

  	
  Conditions to the
  Obligations of the Independent Shareholders and Beijing Multimedia

  	
   

  
	
  VII.

  	
  TERMINATION

  	
   

  
	
   

  	
  7.1

  	
  Right
  to Terminate

  	
   

  
	
   

  	
  7.3

  	
  Effect of Termination

  	
   

  
	
  VIII.

  	
  ABSENCE OF
  BROKERS OTHER THAN CONSULTA LLC

  	
   

  
	
   

  	
  8.1

  	
  Representations
  and Warranties Regarding Brokers and Others

  	
   

  
	
  IX.

  	
  STRUCTURING
  FEE

  	
   

  
	
   

  	
  9.1

  	
  Structuring
  Fees

  	
   

  
	
   

  	
  9.2

  	
  Consulta’s
  Rights

  	
   

  
	
  X.

  	
  GENERAL

  	
   

  
	
   

  	
  10.1

  	
  Expenses

  	
   

  
	
   

  	
  10.2

  	
  Confidentiality

  	
   

  
	
   

  	
  10.3

  	
  Entire
  Agreement

  	
   

  



 


i

















 


	
   

  	
  10.4

  	
  Captions

  	
   

  
	
   

  	
  10.5

  	
  Assignments

  	
   

  
	
   

  	
  10.6

  	
  Notices and Other
  Communications

  	
   

  
	
   

  	
  10.7

  	
  Governing
  Law

  	
   

  
	
   

  	
  10.8

  	
  Jurisdiction

  	
   

  
	
   

  	
  10.9

  	
  Amendments

  	
   

  
	
   

  	
  10.10

  	
  Counterparts

  	
   

  
	
   

  	
  10.11

  	
  Partial
  Invalidity

  	
   

  
	
   

  	
  10.12

  	
  Time

  	
   

  
	
   

  	
  10.13

  	
  Specific
  Performance

  	
   

  
	
   

  	
  10.14

  	
  Disclosure
  by CNTV and Eagle

  	
   

  
	
   

  	
  10.15

  	
  Effectiveness

  	
   

  
	
   

  	
  Schedule 1.2
  (a)

  	
   

  
	
   

  	
  Fee
  Shares

  	
   

  
	
   

  	
  Schedule 1.2
  (b)

  	
   

  
	
   

  	
  CNTV
  Options

  	
   

  
	
   

  	
  Schedule 3.4

  	
   

  
	
   

  	
  Shareholding
  of CNTV after Closing and after Giving Effect to the Issuance of the CNTV
  Option Shares

  	
   

  



 


ii

















 


STOCK
PURCHASE AGREEMENT


 


THIS STOCK
PURCHASE AGREEMENT
(this “Agreement”) dated as of
December 27, 2003 is entered into by and among:


 


(1)                                  MAK WAI KEUNG, SHAWN, a resident of Hong Kong
and holder of Hong Kong Identity Card No.D656549(3) (“Mak”);


 


(2)                                  EAGLE TREASURE LIMITED, a company organized
and existing under the laws of the British Virgin Islands (“Eagle”, together with Mak, the “Independent Shareholders”);


 


(3)                                  BEIJING MULTIMEDIA LIMITED, a company
organized and existing under the laws of the British Virgin Islands (“Beijing Multimedia”);


 


(4)                                  CENTIV, INC., a publicly-held corporation
organized under the laws of the State of Nevada (“CNTV”); and


 


WITNESSETH:


 


WHEREAS, Mak is the sole
shareholder of Eagle, which in turn holds one hundred percent (100%) of the
entire issued and outstanding share capital and which will consist of twenty
million and two hundred fifty thousand (20,250,000) shares representing one
hundred percent (100%) of the entire issued and outstanding share capital of the
total authorized share capital of five hundred million (500,000,000) shares of
par value US$0.0001 per share of Beijing Multimedia (the “Target Shares”);


 


WHEREAS, Beijing Multimedia
and CITIC Cultural and Sports Industry Co. Ltd., a company organized and
existing under the laws of the People’s Republic of China (“CITIC Cultural”) are parties to a Transfer
Agreement (“Transfer Agreement”)
pursuant to which CITIC Cultural has agreed to transfer certain NOP Interest
(as defined in the Transfer Agreement) to Beijing Multimedia pursuant to the
terms of the Transfer Agreement; and


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows;


 


ARTICLE I


 


CONSIDERATION


 


1.1                                 Share Exchange.
On the Closing Date (as defined below) and subject to the terms and conditions
hereof, Mak shall cause Eagle to transfer to CNTV the Target Shares held by it
for twenty million two hundred and fifty thousand (20,250,000) CNTV shares (the
“CNTV Shares”) allotted and issued
by CNTV to Eagle. Immediately after Closing, subject to


 


3

















 


Section 1.2 below, the CNTV Shares that shall be owned by Eagle
shall represent 45% of the issued and outstanding common shares of CNTV on a
fully diluted basis. Immediately after Closing, the Target Shares that shall be
owned by CNTV shall represent 100% of the issued and outstanding ordinary
shares of Beijing Multimedia on a fully diluted basis.


 


1.2                       Fee
Shares and CNTV Options. CNTV and Beijing Multimedia agree with each
other that (1) CNTV shall allot and issue an aggregate of 4,400,000 common
shares in CNTV (the “Fee Shares”)
to various advisors and consultants set out in Schedule 1.2(a) to be
distributed amongst the advisors and consultants as they may mutually agree
who, together with Consulta LLC, introduced the parties to this Agreement and
assisted the parties in effecting the transactions contemplated under the
Transfer Agreement and the structure of the transfer contemplated by the
Transfer Agreement, on or prior to the Closing Date, and (2) CNTV assure and
agree to substitute its shares for the shares underlying the options issued by
Beijing Multimedia (the “Beijing Multimedia
Options”) and shall allot and
issue in replacement of the Beijing Multimedia Options 16,532,132 CNTV stock
options (the “CNTV Options”) to
various parties set out in Schedule 1.2(b) which upon exercise of such
CNTV Options could give rise to 16,532,132 common shares (the “CNTV Option Shares”). Notwithstanding any
re-capitalization of CNTV at or post-Closing these CNTV Options is a one for
one replacement of the Beijing Multimedia Options issued on September 12,
2003 to various parties on same commercial terms and the issue and exercise
thereof and the securities represented thereby shall be subject to applicable
laws and regulations.


 


 


ARTICLE II


 


CLOSING


 


2.1                                 Time and
Place of Closing. The closing (“Closing”) for the exchange of the Target Shares and the CNTV
Shares referred to in Section 1.1 hereof between the parties shall take
place at the office of CNTV within 15 days from the date of this Agreement or
at such other time and/or on such other date as the parties may mutually agree
in writing (the “Closing Date”).


 


2.2                                 CNTV’s
Actions at Closing. At Closing, against delivery by the
Independent Shareholders and Beijing Multimedia of the documents referred to in
Section 2.3 hereof, CNTV shall deliver to Eagle the following:


 


(a)                                  Validly executed share certificates
representing twenty million and two hundred fifty thousand (20,250,000) CNTV
Shares registered in the name of Eagle and bearing a restrictive legend
providing substantially as follows:


 


“THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SHARES. THE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY
NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1)


 


4

















 


PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (2) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE); OR (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES
ACT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.”


 


(b)                                 Certificates dated as of the Closing Date,
executed and delivered by a duly authorized officer of CNTV pursuant to
Section 6.2(a) hereof;


 


(c)                                  True and complete copies of the resolutions
or consents of the board of directors of CNTV approving this Agreement and the
transactions contemplated hereby and authorizing the issuance and allotment of
the CNTV Shares and the transfer of the CNTV Shares to Eagle;


 


(d)                                 True and complete copies of the resolutions
of CNTV’s shareholders or directors, as required by CNTV’s By-laws and other
applicable U.S. federal or state securities or corporate law, rules or
regulations, validly approving this Agreement and the transactions contemplated
hereby, and authorizing the issuance and allotment of the CNTV Shares, the
transfer of the CNTV Shares to Eagle and the other transactions contemplated
under this Agreement including the replacement of the Beijing Multimedia
Options by the issue of the CNTV Options and the issue of any CNTV Option
Shares as and when exercised;


 


(e)                                  A certificate validly executed by an officer
of CNTV with the appropriate documents attached thereto, evidencing that CNTV’s
board of directors consists of six (6) members and copies of the resignation
letters of all six (6) outgoing directors confirming that they have no claims
against CNTV;


 


(f)                                    The legal opinion referred to in
Section 6.2(j) hereof.;


 


(g)                                 Any option agreements relating to the CNTV
Options in replacement of the existing share options granted by Beijing
Multimedia to the persons set out in Schedule 1.2(b); and


 


(h)                                 Evidence to the satisfaction of the
Independent Shareholders that CNTV and its consolidated subsidiaries have not
incurred any liability in excess of U.S.$10,000 (whether absolute, accrued,
contingent or otherwise).


 


2.3                                 The Independent Shareholders’ Action at Closing. At Closing, against delivery by CNTV of the
documents referred to in Section 2.2 hereof, the Independent Shareholders
and Beijing Multimedia shall deliver to CNTV the following:


 


(a)                                  Validly executed share certificate
representing the Target Shares registered in the name of CNTV and bearing a
restrictive legend (if relevant) providing substantially as follows:


 


5

















 


“THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH
SHARES.  THE SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT;  (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE); OR (3) PURSUANT
TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.”


 


(b)                                 Certificates dated as of the Closing Date
executed and delivered by a duly authorized officer of Eagle and Mak pursuant
to Sections 6.3(a) and 6.3(b) hereof;


 


(c)                                  True and complete copies of the resolutions
or consents of the board of directors of Eagle approving this Agreement and the
transactions contemplated hereby, and authorizing the transfer of the Target
Shares to CNTV in exchange for the CNTV Shares;


 


(d)                                 True and complete copies of the resolutions
or consents of the board of directors of Beijing Multimedia approving this
Agreement and the transactions contemplated hereby;


 


(e)                                  True and complete copies of the resolutions
of Eagle’s sole shareholder, Mak, approving this Agreement and the transactions
contemplated hereby;


 


(f)                                    True and complete copies of the resolutions
of Beijing Multimedia’s sole shareholder, Eagle, approving this Agreement and
the transactions contemplated hereby;


 


(g)                                 All books, records and accounts of Beijing
Multimedia (if any) and any other information necessary to operate and manage
the business of Beijing Multimedia and the assets owned by Beijing Multimedia;
and


 


(h)                                 The legal opinion referred to in
Section 6.3(1) hereof.


 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES


 


3.1                                 Eagle
Representations and Warranties. 
Eagle represents and warrants to CNTV as follows as of Closing:


 


(a)                                  Eagle is a corporation duly organized and
validly existing under the laws of the British Virgin Islands and has or will,
by the Closing Date, have taken all necessary actions and obtained all
necessary corporate approvals, including board and shareholder approvals, to


 


6

















 


authorize the execution and delivery of this Agreement and the
performance of its obligations hereunder;


 


(b)                                 This Agreement has been duly executed and
delivered by Eagle and is a valid and binding agreement of Eagle, enforceable
against Eagle in accordance with its terms,


 


(c)                                  Neither the execution or delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
violate, result in a breach of, or constitute a default (or an event which,
with notice or lapse of time or both would constitute a default) under the
Memorandum and Association and Articles of Association of Eagle or any
agreement or instrument to which Eagle or any subsidiary of Eagle is a party or
by which any of them is bound nor will it, as at the Closing Date, violate,
result in a breach of, or constitute a default (or an event which, with notice
or lapse of time or both would constitute a default) under any Law (as defined
below), or any order, rule or regulation of any court or governmental agency or
other regulatory organization having jurisdiction over Eagle or any of its
subsidiaries.  When used in connection
with any party to this Agreement, the term “Law” means all British Virgin Islands
law (if applicable), the federal laws of the United States and the laws of any
states of the United States (if applicable), the laws of the Hong Kong Special
Administrative Region, and laws of the People’s Republic of China, rules and
regulations, and all other laws, rules and regulations that apply to such
persons and entities in any other jurisdiction, including but not limited to
any anti-bribery and anti-money laundering legislation, the provisions of the
U.S. Foreign Corrupt Practices Act of 1977, as amended, and all applicable
laws, rules and regulations relating to taxation in any jurisdiction;


 


(d)                                 Eagle has good and valid title to the Target
Shares, representing a one hundred percent (100%) equity interest in Beijing
Multimedia, free and clear of all liens and encumbrances, and has all the
necessary right and authority to transfer the Target Shares to CNTV;


 


(e)                                  The Target Shares are duly authorized and
issued, fully paid and nonassessable, and upon the transfer by Eagle to CNTV,
CNTV will become the owner of the Target Shares, free and clear of any liens,
encumbrances or claims of any other person, including but not limited to any
claims of preemptive right;


 


(f)                                    The authorized share capital of Beijing
Multimedia is US$50,000, divided into 500,000,000 ordinary shares, par value
US$0.0001 per share, of which 20,250,000 shares have been issued and is
outstanding.  Beijing Multimedia has not
issued any options, warrants or convertible or exchangeable securities, and is
not a party to any other agreement, which requires, or upon the passage of
time, the payment of money or the occurrence of any other event may require,
Beijing Multimedia to sell or issue any capital stock of Beijing Multimedia
except for share Beijing Multimedia Options to be replaced by the CNTV Options;


 


(g)                                 Eagle is not an “U.S. person” (within the
meaning of Regulation S under the Securities Act) and is not purchasing CNTV
Shares for the account or benefit of a U.S. Person;


 


(h)                                 Neither Eagle, Beijing Multimedia, nor any
person acting on their behalf, has made any “directed selling efforts” (as such
term is defined in Regulation S under the Securities Act) of the Target Shares
in the United States;


 


7

















 


(i)                                     Beijing Multimedia is a “foreign private
issuer” (as such term is defined in Regulation S under the Securities Act);


 


(j)                                     All consents, approvals, licences and
authorizations of, and all filings and registrations with, any governmental or
statutory agency or authority necessary for the due execution and delivery of
this Agreement have been obtained or will, as far as the same are required to
be done or performed by Eagle by the Closing Date, be necessary for the
performance by Eagle of the terms of this Agreement have been obtained or will,
by the Closing Date, be obtained and all consents, approvals, licences,
authorizations, filings and registrations necessary for the performance or
enforceability hereof and for the performance by Eagle of the terms of this
Agreement have been obtained or will, by the Closing Date, be obtained; and


 


(k)                                  Beijing Multimedia is a party to, and has
validly executed and delivered, the Transfer Agreement it shall validly hold
the interests in the NOP Interest transferred to it by CITIC Cultural, subject
to the payment of the NOP Cash Calls as set out in the Transfer Agreement.


 


3.2                                 Beijing Multimedia Representations and Warranties. 
Beijing Multimedia represents and warrants to CNTV as of Closing:


 


(a)                                  Beijing Multimedia is a corporation duly
organized and validly existing under the laws of the British Virgin Islands;


 


(b)                                 This Agreement has been duly executed and
delivered by Beijing Multimedia and is a valid and binding agreement of Beijing
Multimedia, enforceable against Beijing Multimedia in accordance with its terms;


 


(c)                                  Neither the execution or delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
violate, result in a breach of, or constitute a default (or an event which,
with notice or lapse of time or both would constitute a default) under the
Memorandum of Association and Articles of Association of Beijing Multimedia or
any agreement or instrument to which Beijing Multimedia is a party or by which
it is bound and it will not, as at the Closing Date, violate, result in a breach
of, or constitute a default (or an event which, with notice or lapse of time or
both would constitute a default) under any Law, or any order, rule or
regulation of any court or governmental agency or other regulatory organization
having jurisdiction over Beijing Multimedia;


 


(d)                                 All consents, approvals, licences and
authorizations of, and all filings and registrations with, any governmental or
statutory agency or authority necessary for the due execution and delivery of
this Agreement have been obtained or will, as far as the same are required to
be done or performed by Beijing Multimedia, by the Closing Date, be necessary
for the performance by Beijing Multimedia of the terms of this Agreement for
the transfer of the Target Shares have been or will, by the Closing Date or for
the purchase of the relevant NOP Interest on the Effective NOP Interest
Purchase Date subject to and in accordance with the Transfer Agreement, be
obtained; and


 


8

















 


(e)                                  Each of the representations and warranties
set out in Section 3.1(e), (f), (h) (in respect of Beijing Multimedia’s
representation), (i) and (k) is true and correct.


 


3.3                                 Mak’s
Representations and Warranties.  Mak
represents and warrants to CNTV as follows as of Closing:


 


(a)                                  He is the sole beneficial and record owner of
Eagle’s entire issued share capital; Eagle is the sole record owner of the
Target Shares, which represents one hundred percent (100%) of the issued
capital of Beijing Multimedia;


 


(b)                                 He has the full and absolute right, power and
authority to enter into this Agreement, and this Agreement constitutes his
legal, valid and binding obligation in accordance with its terms;


 


(c)                                  He does not have any specific information
relating to Beijing Multimedia which is not generally known and which, to his
knowledge, has not been disclosed to CNTV;


 


(d)                                 Except for this Agreement, no person, firm or
corporation has any right, agreement or option, present or future, contingent
or absolute, or any right capable of becoming a right, agreement or option to
purchase or otherwise acquire any of the Target Shares; and


 


(e)                                  Each of the representations and warranties
set out in Sections 3.1 and 3.2 are true and correct.


 


3.4                                 CNTV
Representations and Warranties. 
CNTV represents and warrants to each of the Independent Shareholders and
Beijing Multimedia as of the date hereof as of Closing:


 


(a)                                  CNTV is a corporation duly organized and
validly existing under the laws of State of Nevada; its common shares are
quoted on the NASDAQ SmallCap Market (“NASDAQ
Listing”); and it has or will, by the Closing Date, have taken all
necessary action and obtained all necessary corporate approvals, including
board and shareholder approval, to authorize the execution and delivery of this
Agreement and the performance of its obligations hereunder and notification to
NASDAQ and effecting of all actions required for CNTV to maintain its current
NASDAQ Listing;


 


(b)                                 CNTV is duly qualified or licensed and in
good standing to do business in each jurisdiction in which the property owned,
leased or operated by it or the nature of the business conducted by it makes
such qualification or licensing necessary;


 


(c)                                  This Agreement has been duly executed and
delivered by CNTV and is a valid and binding agreement of CNTV, enforceable
against CNTV in accordance with its terms;


 


(d)                                 Neither the execution or delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
violate, result in a breach of, or constitute a default (or an event which,
with notice or lapse of time or both would constitute a default) under the
Articles of Incorporation, as amended, and the By-laws of CNTV or any agreement
or


 


9

















 


instrument to which CNTV or any subsidiary of CNTV is a party or by
which any of them is bound, any Law, or any order, rule or regulation of any
court or governmental agency or other regulatory organization having
jurisdiction over CNTV or any of its subsidiaries;


 


(e)                                  Upon issuance and allotment by CNTV, the CNTV
Shares will be duly authorized and issued, fully paid and nonassessable, and
Eagle will become the owner of CNTV Shares, free and clear of any liens,
encumbrances or claims of any other person, including but not limited to any
claims of preemptive rights;


 


(f)                                    The authorized share capital of CNTV is (i)
forty million shares (40,000,000) divided into thirty five million (35,000,000)
par value US$0.01 per share, of which no more than 16,500,000 shares are issued
and outstanding, and (ii) five million (5,000,000) shares of preferred “B”
Shares, of which no more than 2,555,000 shares could be exchanged from the
outstanding preferred “B” Shares; all of the issued shares of CNTV common stock
and preferred stocks are fully paid and nonassessable and were not issued in
violation of any preemptive or similar rights;


 


(g)                                 CNTV has granted the CNTV Options, which may
be exercisable into a total of 16,532,132 common shares in CNTV;


 


(h)                                 The capitalization and share ownership of
CNTV immediately following the consummation of the transactions at Closings set
forth in Schedule 3.4 attached hereto;


 


(i)                                     Except for the Fee Shares and the obligations
under the Beijing Multimedia Options which are being replaced at closing by the
CNTV Options that are exercisable into the CNTV Option Shares, there is no
agreement or commitment (other than this Agreement) outstanding which calls for
the allotment or the issue of or accords to any person the right to call for
the allotment or issue of any shares in CNTV or any of its subsidiaries, or the
right to vote (or convertible into, or exchangeable for, securities having the
right to vote);


 


(j)                                     All consents, approvals, licences and
authorizations of, and all filings and registrations with, any governmental or
statutory agency or authority necessary for the due execution and delivery of
this Agreement has been obtained or will, as far as the same are required to be
done or performed by CNTV, by the Closing Date, be obtained, and all consents,
approvals, licences, authorizations, filings and registrations necessary for
the performance or enforceability hereof and for the performance by CNTV of the
terms of this Agreement have been obtained or will, by the Closing Date, be
obtained;


 


(k)                                  The corporate records of CNTV, as required to
be maintained by it under its certificate of incorporation and constituent
documents, are accurate, complete and up-to-date in all material respects and
all material transactions of CNTV have been promptly and properly recorded in
its books or filed with its records;


 


(l)                                     There are no outstanding bonds, debentures,
notes or other indebtedness or other securities of CNTV having the right to
vote (or convertible into, or exchangeable for, securities having the right to
vote) on any matters on which shareholders of CNTV may vote;


 


10

















 


(m)                               CNTV is current in all forms, reports, and
documents required to be filed by CNTV with the Securities and Exchange
Commission (the “SEC”).  All such required forms, reports and
documents (including those that CNTV may file subsequent to the date hereof,
are hereinafter referred to as the “SEC
Reports”).  As of their
respective filing dates, the SEC Reports:


 


(i)                                     complied in all material respects with the
requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), as the case may be, and the rules and regulations of the SEC
thereunder applicable to such SEC Reports; and


 


(ii)                                  did not at the time they were filed (or if
amended or superseded by a filing prior to the date of this Agreement, then on
the date of such filing) contain any untrue statement of a material fact, or
omit to state a material fact, required to be stated therein, or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


 


(n)                                 No subsidiary of CNTV is required to file any
forms, reports or other documents with the SEC;


 


(o)                                 Each of the consolidated financial statements
(including, in each case, any related notes thereto) contained in the SEC
Reports (the “CNTV Financial Statements”),
including each SEC Report filed after the date hereof until Closing:


 


(i)                                     complied as to form in all material respects
with the published rules and regulations of the SEC with respect thereto;


 


(ii)                                  was prepared in accordance with U.S. GAAP
(except as may be indicated in the notes thereto or, in the case of unaudited
statements, as may be permitted by the SEC on Form 10-Q under the Exchange
Act); and


 


(iii)                               fairly presented the consolidated financial
position of CNTV and its subsidiaries as at the respective date thereof and the
consolidated results of CNTV’s operations and cash flows for the periods
indicated (subject, in the case of unaudited financial statements, to normal
audit adjustment);


 


(p)                                 Except as publicly disclosed in the SEC
Reports to date, since the date of its balance sheet of CNTV contained in
CNTV’s most recent Annual Report on Form 10-K or its Quarterly reports on Form
10-Q and any amendments thereto for the fiscal year ended 2003 (the “CNTV Balance Sheet”), CNTV has not
incurred any liability (whether absolute, accrued, contingent  or otherwise) required under U.S. GAAP to be
set forth on a balance sheet which is, individually or in the aggregate,
material to the business, results of operations or financial condition of CNTV
and its subsidiaries, taken as a whole, except for liabilities incurred since
the date of the CNTV Balance Sheet in the ordinary and usual course of business
consistent with past practices;


 


11

















 


(q)                                 At the date of the most recent audited
financial statements of CNTV, none of CNTV and its consolidated subsidiaries
have any contingent liabilities or obligations that have not been disclosed to
the Independent Shareholders or in the SEC Reports to date;


 


(r)                                    Except as disclosed in the SEC Reports to
date by CNTV, the business of CNTV as currently carried on by it complies with
all applicable laws, judgments, decrees, orders, injunctions, rules, statutes
and regulations of all courts, arbitrators and governmental authorities;


 


(s)                                  Except as disclosed in the SEC Reports to
date by CNTV, there are no actions, suits, judgments, investigations or proceedings
outstanding or pending, threatened against or affecting CNTV, or its business,
assets or property, at law or in equity, before or by any domestic or foreign
court, federal, provincial, state, municipal or other governmental authority,
or department, commission, board, tribunal, bureau or agency, and CNTV is not a
party to or threatened with any litigation, which in either case would have a
Material Adverse Effect (as defined below) on CNTV; neither CNTV nor any of its
subsidiaries is subject to any order, judgment or decree of any governmental
entity.  When used in connection with
any party to this Agreement, the term “Material
Adverse Effect” means, with respect to any entity, any event,
change, occurrence, development, circumstance or effect that is or would
reasonably be expected to be materially adverse to the assets, properties,
condition (financial or otherwise), business or results of operations of such
entity and its subsidiaries taken as a whole or the ability of such entity to
consummate the transactions contemplated by this Agreement;


 


(t)                                    Except as disclosed in the SEC Reports to
date by CNTV, CNTV is not:


 


(i)                                     in breach of any of the terms, covenants,
conditions, or provisions of, or in default under, and has not done or omitted
to do anything which, with the giving of notice or lapse of time or both, would
constitute a breach of or a default under any material contract to which it is
a party;


 


(ii)                                  in violation of, nor are any present uses by
CNTV of any of its assets in violation of or contravention of, any applicable
law, statute, order, rule or regulation; or


 


(iii)                               in breach or default under any judgment,
injunction or other order or aware of any judicial, administration,
governmental, or other authority or arbitrator by which CNTV is bound or to
which CNTV or any of its assets are subject;


 


(u)                                 Except as disclosed in the SEC Reports to
date by CNTV, CNTV is not aware of any infringement by CNTV of any registered
patent, trade-mark or copyright;


 


(v)                                 None of CNTV or any of the subsidiaries is
insolvent and no receiver has been appointed for any asset or undertaking of
CNTV or any of the subsidiaries;


 


(w)                               None of CNTV or any of its subsidiaries has
since its formation been or is currently in violation of any applicable law
(including those relating to environmental protection) which has or would have
a Material Adverse Effect;


 


12

















 


(x)                                   CNTV and each of its subsidiaries have all
governmental licenses and permits necessary to conduct their businesses as
currently conducted and such licenses and permits are in full force and effect,
no violation exists in respect of any such licenses or permits, except for
violations that would not singly, or in the aggregate, have a Material Adverse
Effect, and no proceeding is pending or, to the knowledge of CNTV, threatened
that calls for revocation or limitation of any such licenses or permits;


 


(y)                                 CNTV has not granted or agreed to grant any
person or entity any rights (including piggyback registration rights) to have
any securities of CNTV registered with the SEC or any other governmental
authority;


 


(z)                                   There have been no examinations or audits of
any tax returns or reports of CNTV or any of its subsidiaries by any applicable
governmental agency; each of CNTV and all of its subsidiaries has duly filed
all tax returns required to have been filed by it and paid all Taxes (as
defined below) shown to be due on such returns, and there are in effect no
waivers of applicable statutes of limitations with respect to Taxes for any
year with respect to such entities. 
When used in connection with any party to this Agreement, “Taxes” means (i) any net income,
alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad
valorem value added, transfer, franchise, profits, license, withholding,
payroll, employment, excise, severance, stamp, occupation, premium, property,
environmental or windfall profit tax, custom, duty or other tax or other
assessment or charge of a similar nature, together with any interest or any
penalty, addition to tax or additional amount payable by an entity and imposed
by any governmental authority responsible for the imposition of any such tax;


 


(aa)                            There is no material action, suit,
proceeding, audit, claim or assessment pending or proposed in writing with
respect to Taxes payable by CNTV or any of its subsidiaries or with respect to
any tax return required to be filed by any of them, and there are no material
liens for Taxes upon its assets, except for liens for Taxes not yet delinquent
or liens for Taxes being contested in good faith;


 


(bb)                          None of CNTV or any of its subsidiaries is a
guarantor or otherwise liable for any liability or obligation of any other
person that has or would have a Material Adverse Effect on CNTV or any such
subsidiary;


 


(cc)                            No representation or warranty by CNTV in this
Agreement or in any written statement or certificate furnished to the investors
pursuant to this Agreement or in connection with the transactions contemplated
by this Agreement contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained
herein or therein in the light of the context in which they were made not
misleading;


 


3.5                                 Indemnity.


 


(a)                                  Each of the Independent Shareholders and
Beijing Multimedia agree to jointly indemnify and hold harmless CNTV, their
successors in title, and any of their assignees against all or any losses,
damages, claims, demands or liabilities (including without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) arising out of a breach or breaches by
any of the Independent Shareholders or Beijing Multimedia of any of the
representations, warranties, undertakings or


 


13

















 


covenants given by them in this Agreement or for any breach of any term
or condition of this Agreement or for any failure or default by Eagle to
transfer the Target Shares in accordance with the terms of this Agreement.


 


(b)                                 Each of CNTV agree to jointly indemnify and
hold harmless each of the Independent Shareholders and Beijing Multimedia,
their successors in title, and any of their assignees against all or any
losses, damages, claims, demands or liabilities (including without limitation,
any legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) arising out of a breach or breaches by
CNTV of any of the representations, warranties, undertakings or covenants given
by them in this Agreement or for any breach of any term or condition of this
Agreement or for any failure or default by CNTV to issue the CNTV Shares in
accordance with the terms of this Agreement.


 


(c)                                  No claim shall be made by either party hereto
against the other party in respect of any breach of any representation or
warranty by the other party to the extent that such breach or claim would not
have arisen but for a change in law, legislation or the rules or regulations of
any regulatory authority in the United States, the British Virgin Islands, the
Hong Kong Special Administrative Region or any relevant jurisdiction coming
into force after the date of this Agreement.


 


ARTICLE IV


 


COVENANTS


 


4.1                                 Lock-up
Covenants. 
Subject to any applicable laws and regulations, each of Mak and Eagle
hereby agrees that it shall not cause the transfer or sale of the CNTV Shares
for a period of twelve (12) months from the date of issue of the CNTV Shares,
after which each of Mak and Eagle agrees that it shall cause the transfer or
sale of such number of CNTV Shares which in the aggregate would be equal to or
more than one-tenth of one percent (0.1%) of the issued share capital of CNTV
in any given day, without the prior written consent of CNTV, which consent
shall not be unreasonably withheld. 
Failure to comply with this provision shall render such transfer or sale
null and void.


 


4.2                                 Board Representation.  Subject to any applicable
laws and regulations, upon Closing, the Independent Shareholders shall have the
right to nominate six (6) of the directors (“Independent
Shareholder Directors”) on the board of directors of CNTV, which
board shall consist of six (6) members. 
CNTV shall use commercially reasonable efforts to cause the Independent
Shareholder Directors to be elected to the board of directors of CNTV.  Prior to Closing, CNTV shall amend its
By-Laws, if necessary, to provide for a six (6) member board, and cause the
resignation of the six (6) current directors on the board.  The Independent Shareholders shall be
entitled to nominate the Independent Shareholder Directors for election to the
board of directors for so long as Eagle’s ownership of the CNTV Shares is more
than or equal to thirty-five percent (35%) of the issued share capital of CNTV.  The Independent Shareholders further agree
that if this Agreement is terminated in accordance with the provisions of
Article VII hereof, they shall cause the resignation of the Independent
Shareholder Directors within fourteen (14) days of the termination of this
Agreement.


 


4.3                                 CNTV
Liabilities. 
CNTV covenants with the Independent Shareholders that it


 


14

















 


and its consolidated subsidiaries have not incurred any liability in
excess of U.S.$10,000 (whether absolute, accrued, contingent or otherwise).


 


4.4                                 SEC Filings.  CNTV shall promptly deliver to the
Independent Shareholders correct copies of any report, statement or
schedule filed by CNTV with the SEC subsequent to the date of this
Agreement in accordance with applicable rules and regulations.


 


4.5                                 Notices.


 


(a)                                  Each of the Independent Shareholders and
Beijing Multimedia shall give prompt notice to CNTV of (i) the occurrence or
non-occurrence of any event the occurrence or non-occurrence of which would be
likely to cause any representation or warranty by any of the Independent
Shareholders or Beijing Multimedia contained in this Agreement to be untrue or
inaccurate in a material respect, and (ii) any failure of any of the
Independent Shareholders or Beijing Multimedia to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it
hereunder; provided that the delivery of any notice by any of the Independent
Shareholders or Beijing Multimedia pursuant to this Section 4.5(a) shall
not limit or otherwise affect the remedies available to CNTV.


 


(b)                                 CNTV shall give prompt notice to the
Independent Shareholders and Beijing Multimedia of (i) the occurrence or
non-occurrence of any event the occurrence or non-occurrence of which would be
likely to cause any representation or warranty by CNTV contained in this
Agreement to be untrue or inaccurate in a material respect, and (ii) any
failure of CNTV to comply with or satisfy any covenant, condition or agreement
to be complied with or satisfied by it hereunder, provided that the delivery of
any notice by CNTV pursuant to this Section 4.5(b) shall not limit or
otherwise affect the remedies available to the Independent Shareholders.


 


4.6                                 Further
Assurance.  At
any time and from time to time, each party to this Agreement agrees, subject to
the terms and conditions of this Agreement, to take such actions and to execute
and deliver such documents as may be necessary to effectuate the purposes of
this Agreement at the earliest practicable time and agrees to co-operate with
the other party and provide all information that is necessary or desirable in
connection with the obtaining of the shareholder, regulatory and government
approval contemplated hereunder.


 


ARTICLE V


 


ACTIONS
PRIOR TO CLOSING


 


5.1                                 Activities Until the Relevant Closing Date. 
From the date of this Agreement to the Closing Date, CNTV on the one
hand, and the Independent Shareholders and Beijing Multimedia on the other
hand, shall, and each of them shall cause its subsidiaries (if any) to, operate
their respective business in the ordinary course and in a manner consistent
with the manner in which they are being operated at the date of this Agreement.


 


5.2                                 Efforts of the Independent Shareholders to Satisfy Conditions. 
Each of the Independent Shareholders and Beijing Multimedia shall use
its best efforts to cause all the conditions set forth in Sections 6.1 and 6.3
to be satisfied prior to or at Closing.


 


15

















 


5.3                                 Efforts of CNTV to Satisfy Conditions. 
CNTV shall use its best efforts to cause all the conditions set forth in
Sections 6.1 and 6.2 to be satisfied prior to or at Closing.


 


ARTICLE VI


 


CONDITIONS
PRECEDENT TO CLOSING


 


6.1                                 Conditions to
Each Party’s
Obligations.  The performance of each party’s obligations
at Closing are subject to the satisfaction of the following conditions (any or
all of which may be waived by each party):


 


(a)                                  The fulfillment of the conditions precedent
in Article VII of the Transfer Agreement.


 


6.2                                 Conditions to the Obligations of the Independent Shareholders and Beijing
Multimedia.  The performance of the obligations of the
Independent Shareholders and Beijing Multimedia at Closing are subject to the
satisfaction of the following conditions (any or all of which may be waived by
any of the Independent Shareholders and Beijing Multimedia on its own behalf):


 


(a)                                  The representations and warranties of CNTV
contained in this Agreement shall be true and correct in all material respects
at the Closing Date, and CNTV shall have delivered to Eagle a certificate dated
the Closing Date signed by an authorized officer of CNTV to that effect in form
and substance reasonably satisfactory to the Independent Shareholders;


 


(b)                                 CNTV shall have fulfilled all of its obligations
under this Agreement required to have been fulfilled on or prior to the Closing
Date;


 


(c)                                  No order shall have been entered by any court
or governmental authority and be in force which invalidates this Agreement or
restrains any of the Independent Shareholders or Beijing Multimedia from
completing the transactions that are the subject of this Agreement;


 


(d)                                 CNTV shall have received all required
authorizations and approvals from its board of directors and its shareholders
to consummate the transactions contemplated in this Agreement;


 


(e)                                  All consents, approvals, licences and
authorizations of, and all filings and registrations with, any governmental or
statutory agency or regulatory authority necessary for the transfer of the CNTV
Shares to Eagle pursuant to this Agreement shall have been obtained by CNTV;


 


(f)                                    The business, legal and financial due
diligence of CNTV shall have been completed to the satisfaction of the
Independent Shareholders and/or their advisors and agents;


 


(g)                                 All regulatory and third party permissions,
approvals or consents necessary for the consummation of the transactions at
Closing shall have been obtained by CNTV;


 


(h)                                 The aggregate amount of liabilities of CNTV
and its consolidated subsidiaries (whether absolute, accrued, contingent or
otherwise) shall not exceed US$10,000;


 


16

















 


(i)                                     No Material Adverse Event or development
affecting the business, management or capital structure of CNTV and its
subsidiaries, shall have occurred and no information regarding such event or
development shall have come to the attention of any of the Independent
Shareholders or Beijing Multimedia since the date hereof;


 


(j)                                     The issuance of a legal opinion by CNTV’s
U.S. counsel acceptable to the Independent Shareholders that the issuance of
the CNTV Shares to Eagle is consistent with all applicable U.S. laws,
including, without limitation, the Securities Act; and


 


6.3                                 Conditions to
the Obligations of
CNTV.  The performance of the obligations of CNTV
at Closing are subject to the satisfaction of the following conditions (any or
all of which may be waived by CNTV on its own behalf):


 


(a)                                  The representations and warranties of Eagle
contained in this Agreement shall be true and correct in all material respects at
the Closing Date, and Eagle shall have delivered to CNTV a certificate dated
the Closing Date and signed by a duly authorized officer of Eagle to that
effect in form and substance reasonably satisfactory to CNTV;


 


(b)                                 The representations and warranties of Mak
contained in this Agreement shall be true and correct in all material respects
at the Closing Date, and Mak shall have delivered to CNTV a certificate dated
the Closing Date and signed by himself to that effect in form and substance
reasonably satisfactory to CNTV;


 


(c)                                  The representations and warranties of Beijing
Multimedia contained in this Agreement shall be true and correct in all
material respects at the Closing Date, and Beijing Multimedia shall have
delivered to CNTV a certificate dated the Closing Date and signed by a duly
authorized officer of Beijing Multimedia to that effect in form and substance
reasonably satisfactory to CNTV;


 


(d)                                 The Independent Shareholders shall have
fulfilled all of their obligations under this Agreement required to have been
fulfilled on or prior to the Closing Date;


 


(e)                                  Beijing Multimedia shall have fulfilled all
of its obligations under this Agreement required to have been fulfilled on or
prior to the Closing Date;


 


(f)                                    No order shall have been entered by any court
or governmental authority and be in force which invalidates this Agreement or
restrains CNTV from completing the transactions that are the subject of this
Agreement;


 


(g)                                 All consent, approvals, licences and
authorizations of, and all filings and registrations with, any governmental or
statutory agency or regulatory authority necessary for the transfer of the
Target Shares to CNTV pursuant to this Agreement have been obtained by Eagle;


 


(h)                                 Eagle shall have received all required
authorizations and approvals from its board of directors and its sole
shareholder, Mak, to consummate the transactions that are the subject of this
Agreement;


 


17

















 


(i)                                     Beijing Multimedia shall have received all
required authorizations and approvals from its board of directors and its sole
shareholder, Eagle, to consummate the transactions that are the subject of this
Agreement;


 


(j)                                     All regulatory and third party permissions,
approvals or consent necessary for the contemplated consummation of Closing
shall have been obtained by Eagle;


 


(k)                                  All regulatory and third party permissions,
approvals or consent necessary for the contemplated consummation of Closing
shall have been obtained by Beijing Multimedia; and


 


(l)                                     The issuance of the legal opinion by Beijing
Multimedia’s British Virgin Islands counsel acceptable to CNTV in relation to
the validity of the Target Shares and of the transactions that are the subject
of this Agreement.


 


ARTICLE VII


 


TERMINATION


 


7.1                                 Right to Terminate.  This Agreement may be
terminated at any time:


 


(a)                                  By any of the Independent Shareholders if
CNTV shall have breached any of the material terms and conditions of, or
otherwise failed to fulfill their respective obligations under, this Agreement,
and such breach or failure is not cured within five (5) business days after
notice thereof by any of the Independent Shareholders to CNTV.


 


(b)                                 By any of CNTV on or prior to the Closing
Date if any of the Independent Shareholders or Beijing Multimedia shall have
breached any of the material terms and conditions of, or otherwise failed to
fulfill their respective obligations under this Agreement and such breach or
failure is not cured within five (5) business days after notice thereof by any
of CNTV to the Independent Shareholders or Beijing Multimedia.


 


7.2                                 Cessation
of Agreement.  If
(a) any of the conditions in Sections 6.1 and 6.2 is not satisfied or waived by
the Independent Shareholders and Beijing Multimedia; (b) any of the conditions
in Sections 6.1 and 6.3 is not satisfied or waived by CNTV; or (c) Closing for
any reason does not occur on or prior to December 1, 2003 or such other
date as may be mutually agreed in writing between the parties, this Agreement
shall, without further action by the parties, cease and be terminated.


 


7.3                                 Effect of
Termination.


 


(a)                                  Upon termination of this Agreement pursuant
to Sections 7.1 and 7.2 above, neither party shall have any further rights or
obligations, or any claim against the other party for any costs, damages,
compensation or otherwise, under this Agreement, except for any liability for
any breach of this Agreement that occurs before this Agreement is terminated.


 


(b)                                 If this Agreement is terminated pursuant to
Article VII, neither party shall have any further rights or obligations,
or any claim against the other party for any costs, damages, compensation or
otherwise, under this Agreement, except for:


 


18

















 


(i)                                     the obligation to promptly effect all
necessary steps to unwind the actions taken in connection with Closing; and


 


(ii)                                  any liability for any breach of this
Agreement that occurs before it is terminated.


 


(c)                                  The termination or cessation of this
Agreement however caused shall not affect any provision of this Agreement (including,
without limitation, Sections 4.2, 7.3(a), 7.3(b) and 10.1) which is expressly
provided to come into effect or to continue in effect after such termination or
cessation.


 


ARTICLE VIII


 


ABSENCE OF
BROKERS OTHER THAN CONSULTA LLC


 


8.1                                 Representations and Warranties Regarding Brokers and Others.  
Each of the Independent Shareholders, Beijing Multimedia and CNTV
represents and warrants to the other that except for the services of Consulta
LLC rendered to Eagle (which shall pay Consulta LLC certain structuring fees as
provided in Article IX hereunder) and the services of the parties set out
under Schedule 1.2(a), no party has acted as a broker or a finder or in
any similar capacity in connection with the transactions that are the subject
of this Agreement.  Each of the
Independent Shareholders, Beijing Multimedia and CNTV shall indemnify each
other against, and each of the Independent Shareholders, Beijing Multimedia and
CNTV agrees to hold the others harmless from, all losses, liabilities and
expenses (including, but not limited to, reasonable fees and expenses of
counsel and costs of investigation) incurred because of any claim by anyone for
compensation as a broker, a finder or in any similar capacity by reason of
services allegedly rendered to the indemnifying party in connection with the
transactions which are the subject of this Agreement.


 


ARTICLE IX


 


STRUCTURING FEE


 


9.1                                 Structuring
Fees.  In
consideration of the services provided in connection with the structuring of
the transactions that are the subject of this Agreement, Eagle agreed to pay to
a Nevada limited liability company and its authorized representative(s)
(collectively, “Consulta”) US$1
million (the “Structuring Fee”),
which amount has been fully paid to Consulta on or prior to September 15,
2003.


 


In the event that (a) Closing does not occur (which is not caused by a
breach of the terms of this Agreement by any of the Independent Shareholders or
Beijing Multimedia) and (b) less than 15% of the Total NOP Interest is
ultimately purchased under the Transfer Agreement subject to and on terms and
conditions set out under the Transfer Agreement, Eagle shall have a right to
demand and receive (1) from Consulta a return of the Structuring Fee, or (2)
the distribution by CNTV of 10 million CNTV Option Shares issued from the
exercise of the CNTV Options.


 


9.2                                 Consulta’s
Rights. 
Notwithstanding the fact that Consulta is not a party to this Agreement,
Consulta may enforce its rights against the Independent Shareholders in
relation to


 


19

















 


the Structuring Fee set out herein and the Independent Shareholders may
enforce its rights against Consulta for return of the Structuring Fee or 10
million CNTV Option Shares.


 


ARTICLE X


 


GENERAL


 


10.1                           Expenses.   Subject to Section 9.1, each of the
Independent Shareholders, Beijing Multimedia and CNTV shall each pay its own
expenses in connection with the transactions that are the subject of this
Agreement, including applicable transaction taxes and legal fees.


 


10.2                           Confidentiality.  The parties hereto each agree
not to disclose any information with respect to the terms of this Agreement or
the transactions contemplated in this Agreement, except in accordance with this
Section 10.2 or 10.14.  Neither
party hereto shall issue any press releases or otherwise make any public
statements with respect to this Agreement, except that nothing in this
Section shall prevent either party from making any statement when and as
required by applicable law or any regulation or requirement of any governmental
or regulatory authority, including the SEC, or by the rules of any securities
exchange or securities quotation system on which the securities of that party
or an affiliate are listed or quoted, provided that such party first consults with
the other party regarding the wording of such statement.  The provisions of this Section 10.2
shall continue and endure notwithstanding the termination or cessation of this
Agreement.


 


10.3                           Entire
Agreement. 
This Agreement contains the entire agreement between the Independent
Shareholders, Beijing Multimedia and CNTV relating to the transactions that are
the subject of this Agreement; all prior negotiations, understandings and
agreements between the Independent Shareholders, Beijing Multimedia and CNTV
shall be superseded by this Agreement; and there are no representations,
warranties, understandings or agreements concerning the transactions which are
the subject of this Agreement other than those expressly set forth in this
Agreement.


 


10.4                           Captions.  The captions of the Articles and Sections of
this Agreement are for reference only, and do not affect the meaning or
interpretation of this Agreement.


 


10.5                           Assignments.  Except for assignment to an affiliate,
neither this Agreement nor any right of any party under it may be assigned
without the prior written consent of the other parties.


 


10.6                           Notices
and Other Communications.  Any
notice or other communication under this Agreement must be in writing and will
be deemed given when delivered in person or sent by facsimile (with evidence of
transmission to the number to which it is required to be sent), on the day
after the day on which sent by a recognized overnight courier service, or on
the third business day after the day on which mailed by first class mail to the
following addresses (or such other address as may be specified after the date
of this Agreement by the party to which the notice or communication is sent):


 


20

















 


	
  If to Mak:

  	
  Mak Wai Keung, Shawn

  
	
   

  	
  9/F, Villa Elegance

  
	
   

  	
  1 Robinson Road

  
	
   

  	
  Hong Kong

  
	
   

  	
   

  
	
   

  	
  Facsimile No: +852 2868 3666

  
	
   

  	
   

  
	
  If to Eagle:

  	
  Eagle Treasure Limited

  
	
   

  	
  c/o East Asia Corporate Services (BVI) Limited

  
	
   

  	
  East Asia Chambers, P.O. Box 901

  
	
   

  	
  Road Town, Tortola

  
	
   

  	
  British Virgin Islands

  
	
   

  	
   

  
	
   

  	
  Attention: Mak Wai Keung, Shawn

  
	
   

  	
  Facsimile No: +284 49 55088

  
	
   

  	
   

  
	
  with a copy to:

  	
  Haldanes

  
	
   

  	
  8/F, Ruttonjee House

  
	
   

  	
  11 Duddell Street

  
	
   

  	
  Central

  
	
   

  	
  Hong Kong

  
	
   

  	
   

  
	
   

  	
  Attention: John McLellan

  
	
   

  	
  Facsimile No: +852 2845 1637

  
	
   

  	
   

  
	
  If to Beijing Multimedia:

  	
  Beijing Multimedia Limited

  
	
   

  	
  c/o East Asia Corporate Services (BVI) Limited

  
	
   

  	
  East Asia Chambers, P.O. Box 901

  
	
   

  	
  Road Town, Tortola

  
	
   

  	
  British Virgin Islands

  
	
   

  	
   

  
	
   

  	
  Attention: Mak Wai Keung, Shawn

  
	
   

  	
  Facsimile No: +284 49 55088

  
	
   

  	
   

  
	
  with a copy to:

  	
  Mak Wai Keung, Shawn

  
	
   

  	
  9/F, Villa Elegance

  
	
   

  	
  1 Robinson Road

  
	
   

  	
  Hong Kong

  
	
   

  	
   

  
	
   

  	
  Facsimile No: +852 2868 3666

  



 


21

















 


	
  If to CNTV Corporation:

  	
  CENTIV, INC

  
	
   

  	
  998 Forest Edge Drive

  
	
   

  	
  Vernon Hills

  
	
   

  	
  IL 60061

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
  Telephone No.:

  
	
   

  	
  Facsimile No:

  
	
   

  	
   

  
	
  with a copy to:

  	
  Consulta LLC

  
	
   

  	
  1260 Bison

  
	
   

  	
  Suite B9-21

  
	
   

  	
  Newport Beach, CA 92660

  
	
   

  	
  U.S.A.

  
	
   

  	
   

  
	
   

  	
  Attention: Fred G Luke

  
	
   

  	
  Telephone No.: +1 949 640 4233

  
	
   

  	
  Facsimile No: +1 949 640 4299

  



 


 


10.7                           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Hong Kong Special Administrative
Region without regard to any conflicts of laws provision thereof.


 


10.8                           Jurisdiction.  The parties to this Agreement hereby submit
to the non-exclusive jurisdiction of the courts of the Hong Kong Special
Administrative Region (and of the appropriate appellate courts) and waive any
objections to venue laid therein.


 


10.9                           Amendments.
This Agreement shall not be altered, changed, supplemented or amended except by
an instrument or document in writing signed by the Independent Shareholders,
Beijing Multimedia and CNTV.


 


10.10                     Counterparts.  This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, and all of which
together shall constitute one and the same agreement.


 


10.11                     Partial
Invalidity.  If
any term or provision in this Agreement shall be held to be illegal or
unenforceable, in whole or in part, under any enactment or rule of law, such
term or provision or part thereof shall to that extent be deemed not to form
part of this Agreement but the enforceability of the remainder of this
Agreement shall not be affected.


 


10.12                     Time.  Time shall be of the essence hereof.


 


10.13                     Specific
Performance.  The
parties hereto acknowledge that irreparable damage would result if this
Agreement were not specifically enforced, and they therefore


 


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consent that the rights and obligations of the parties under this
Agreement may be enforced by a decree of specific performance issued by a court
of competent jurisdiction.  Such remedy
shall, however, not be exclusive and shall be in addition to any other remedies
which any party may have under this Agreement or otherwise.


 


10.14                     Disclosure by CNTV and Eagle.  CNTV and Eagle may disclose
any information with respect to this Agreement or the transactions contemplated
hereby (a “Disclosure”) to any
potential investors or providers of financing to the transactions that are the
subject of this Agreement and any related agreement without any need to obtain
the approval of the Independent Shareholders,; provided, however, that prior to
the Closing Date:


 


(a)                                  Each of CNTV or Eagle shall provide the other
party with an advance copy of the draft of any proposed Disclosure at least one
business days in advance of its disclosure date; and


 


(b)                                 The receiving party of any proposed
Disclosure may submit any objections, proposed corrections or comments
concerning the proposed Disclosure to the other party within the one day period
referred to in Section 10.14(a), above, but any such submission shall not
obligate the other party to modify or withhold release of the Disclosure
(regardless of the final form thereof).


 


10.15                     Effectiveness.  This Agreement has been entered by Mak,
Eagle and Beijing Multimedia on December 27, 2003 and accepted by CNTV on
the date set out below.  Notwithstanding
the actual date of entry into this Agreement, all parties hereto agree that
this Agreement shall be effective as from December 31, 2003.


 


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IN WITNESS WHEREOF, Mak, Eagle and Beijing Multimedia have executed
this Agreement on the day shown on the first page of this Agreement.


 


	
   

  	
  MAK WAI KEUNG, SHAWN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mak Wai Keung, Shawn

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EAGLE TREASURE LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mak Wai Keung, Shawn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mak Wai Keung, Shawn

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BEIJING MULTIMEDIA LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mak Wai Keung, Shawn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mak Wai Keung, Shawn

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


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IN WITNESS WHEREOF, CNTV has executed this Agreement on
January 16, 2004.


 


	
   

  	
  CENTIV, INC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick Ma

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Patrick Ma

  
	
   

  	
   

  	
  Title:

  	
  DIRECTOR

  
					



 


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