Filed by Automated Filing Services Inc. (604) 609-0244 - Actionview International, Inc. - Exhibit 10.1





 EXHIBIT 10.1 

 AGREEMENT 

DATE :- The 13th day of May 2005. 

 PARTIES :- 

	 A)      	 Chuangrun Media Limited, a corporation incorporated
        in Hong Kong and having its registered office at Room 1403, 14/F, SUP
        Tower, 75-83 King’s Road, North Point, Hong Kong (hereinafter referred
        to as 'Chuangrun') represented by its authorized representative Mr. Cai
        Han-Xiong and 

	 
	 B)      	 Actionview Far East Limited, a corporation incorporated
        in Hong Kong and having its registered office/principal place of business
        at 12/F, Chuang’s City Tower No. 35-39 Morrison Hill Road, Wanchai,
        Hong Kong (hereinafter referred to as 'Actionview') represented by its
        legal representative Mr. Justin Kwei. 



WHEREAS: 

	 1.      	 ActionView International, Inc. of Canada has developed
        and owns a proprietary backlit scrolling billboard advertising system
        (defined in Clause 1 and hereinafter referred to as the Display System).
      

	 
	 2.      	 ActionView International, Inc. is a shareholder
        of Actionview and has duly licensed Actionview to market and distribute
        the Display System and to grant sub-licenses of the Display System and
        the Proprietary Rights (as defined hereunder) to third parties in Asia.
      

	 
	 3.      	 Actionview and Chuangrun have agreed to co-operate
        in providing advertising service to customers in Guangzhou, PRC using
        the Display System. 




IT IS HEREBY MUTUALLY AGREED as follows: 

	 1 	DEFINITIONS AND INTERPRETATION
	 	 	 
	  	1.1	For the purpose of this agreement, the following
        expressions shall bear the respective meaning set forth below.

	 	 	 
	  	 	 Business: the business of advertising by
        means of the Display System.  

	 	 	 
	  	 	 Display Unit: means a unit of the Display
        System deployed in the Business of either 1m. x 1.5 m. or 1.2 m. x 1.8
        m. or 1.5 m. x 4.0 m or 1m. x 1.5m. (double-sided) or such other dimensions
        as the parties may agree from time to time.

	 	 	 
	  	 	 Display System: means the Actionview backlit
        scrolling billboard including the built-in controlling software. 
      

	 	 	 
	  	 	 Effective Date: as defined in Clause 6. 
      

	 	 	 
	  	 	 Force Majeure: means, in relation to either
        party, any circumstances beyond the reasonable control of that party. 
      

	 	 	 
	  	 	 Hong Kong:  the Hong Kong Special Administrative
        Region of the PRC  

	 	 	 
	  	 	 Manual: the operation manual produced by
        Actionview as amended from time to time by Actionview in respect of the
        Display System

	 	 	 
	  	 	 Patents: means all patents now or hereafter
        held (including but not limited to patents now in the course of registration)
        by ActionView Inc. and/or Actionview relating to the Display System or
        any part thereof.

	 	 	 
	  	 	 Premises: the locations proposed to be used
        by Chuangrun for the installation of Display Units PRC: the People’s
        Republic of China

	 	 	 
	  	 	 Proprietary Rights: means the Patents, Trade
        Marks, Trade Names and the package of industrial and intellectual property
        rights relating to all trade marks, trade names, logos, insignia, models,
        designs, copyrights, know-how, drawings, plans and/or patent in or in
        connection with the Display System and/or the Manual licensed by ActionView
        International Inc. to Actionview.

	 	 	 
	  	 	 Restricted Information: means any information
        which is disclosed by either party to this agreement to the other pursuant
        to or in connection with this agreement (whether orally or in writing,
        and whether or not such












	 	 	 information is expressly stated to be
        confidential or marked as such). 

	 
	 	 	 Revenue: means the gross turnover
        derived from the Business by Chuangrun whether or not invoiced, less business
        tax, sales commissions and Premises rental fee. 

	 
	 	 	 Term: means the term of this agreement
        as defined in Clause 6 below. 

	 
	 	 	 Territory: means Guangzhou City
        Area of the PRC. 

	 
	 	 	 Trade Marks: means 'ActionView'
        or any other trade mark (whether registered or not) which may now or hereafter
        be used by ActionView International Inc. and/or Actionview in connection
        with the Display System. 

	 
	 	 	 Trade Names: means 'ActionView'
        or any other trade name (whether registered or not) which may now or hereafter
        be used by ActionView International Inc. and/or Actionview in connection
        with the Display System. 

	 
	 	 1.2      
	 The headings in this agreement are for
        convenience only and shall not affect its interpretation. 

	 
	 2      	 RESPONSIBILITIES OF THE PARTIES
      

	 
	 	 2.1      
	 Chuangrun shall 

	 
	 	 	 2.1.1   
          
	 procure Premises within the Guangzhou Metro System,
        the Guangzhou Airport at Huadu, and such other locations within the City
        of Guangzhou, P.R.C. for installation of Display Units; 

	 
	 	 	 2.1.2      
	 enter into such lease, license or other agreement
        with such party as may be necessary for the use of Premises; 

	 
	 	 	 2.1.3      
	 install Display Units at the Premises and maintain
        the Display Units at all times in good clean operational condition; 

	 
	 	 	 2.1.4      
	 use its best endeavor to promote the Business; 

	 
	 	 	 2.1.5      
	 enter into binding contracts with advertisers and/or
        other users of the Display Units by itself or through its approved agents;
      

	 
	 	 	 2.1.6      
	 perform and observe all the terms and conditions
        contained in the aforesaid lease, license or other agreement mentioned
        in Clause 2.1.2 and contracts mentioned in 2.1.5; 

	 
	 	 	 2.1.7      
	 be responsible for the collection of Revenue from
        advertisers and other users of the Display Units. 

	 
	 	 2.2      
	 Actionview shall 

	 
	 	 	 2.2.1      
	 supply Display Units to Chuangrun and deliver the
        same to Chuangrun in Guangzhou and provide technical support for installation;
      

	 
	 	 	 2.2.2      
	 supply spare parts for the Display Units; 

	 
	 	 	 2.2.3      
	 provide product training and technical support;
      

	 
	 	 	 2.2.4      
	 be responsible for the costs of transporting Display
        Units to Premises within the Territory. 

	 
	 3      	 RIGHTS GRANTED TO CHUANGRUN
      

	 
	 	 3.1      
	 For the sole purpose of the operation
        of the Business from the Premises, Actionview grants Chuangrun for the
        Term, the following rights: 

	 
	 	 	 3.1.1      
	 the right and license to use the Proprietary Rights
        and the Display System; 

	 
	 	 	 3.1.2      
	 the right to receive all Actionview's know-how,
        training and assistance as indicated below; 

	 
	 	 3.2      
	 Chuangrun shall use the rights granted
        under Clause 3.1 in accordance with the terms and within the limits stated
        herein and shall perform each of its obligations provided for herein.
      

	 
	 	 3.3      
	 Chuangrun shall not use the rights hereby
        granted for any purpose other than operating of Business from the 








 

	 	  	Premises or use them after the expiration
        or termination of this agreement, howsoever caused. 

	 
	 	 3.4      
	 The grant of all such rights to Chuangrun
        shall be conditional (and continue to be conditional during the Term)
        upon Chuangrun observing in full its obligations set forth in Clauses
        3.2 and 3.3 above. 

	 
	 4      	 LEGAL STATUS OF THE PARTIES
      

	 
	 	 4.1      
	 Chuangrun shall conduct the Business as
        an independent business operator in its own name and on its own account.
      

	 
	 	 4.2      
	 Chuangrun shall operate the Business in
        compliance with all applicable laws and regulations and shall apply for,
        obtain and have renewed all permits, authorizations and licenses required
        for the operation of the Business at its own expense. 

	 
	 	 4.3      
	 Neither party is an employee, agent, sales
        representative, nor a partner of the other. Neither party shall hold itself
        out as such or as having any power or authority to enter into contracts
        in the name of the other, or to commit the other in any way to any third
        parties or to incur any obligation on behalf of the other. 

	 
	 5      	 RESTRAINTS ON CHUANGRUN
      

	 
	 	 5.1      
	 During the Term, Chuangrun shall not:
      

	 
	 	 	 5.1.1   
          
	 Install Display Units at any location other than
        the Premises without the prior consent in writing of Actionview which
        consent shall not be unreasonably withheld (provided that if Actionview
        is unable to supply the Display Units, Chuangrun is entitled to co-operate
        with any third party); 

	 
	 	 	 5.1.2      
	 use the Proprietary Rights otherwise than in relation
        to the operation of the Business; 

	 
	 	 	 5.1.3      
	 have the right to grant any further sub-license
        of the Proprietary Rights or part thereof to any third party; 

	 
	 	 	 5.1.4      
	 conduct the Business or any part thereof by or through
        any agent without the prior written consent of Actionview, which consent
        shall not be unreasonably withheld. 

	 
	 6      	 TERM 

	 
	 	 Subject to the provisions of Clauses 16
        and 17 below, this agreement shall come into force on April 1, 2005 (hereinafter
        referred to as the Effective Date) and continue in force until March 31,
        2010. 

	 
	 7      	 OBLIGATIONS OF ACTIONVIEW
      

	 
	 	 7.1      
	 Prior to the execution of this agreement,
        Actionview has delivered to Chuangrun those Display Units mentioned Schedule
        1 to this agreement and Chuangrun hereby acknowledges the receipt of the
        said units. Actionview shall deliver the number of Display Units mentioned
        in Schedule 2 to this agreement in accordance within the period mentioned
        therein. All Display Units shall remain the property of Actionview during
        and after the Term. 

	 
	 	 7.2      
	 Actionview shall provide Chuangrun from
        time to time with: 

	 
	 	 	 7.2.1      
	 plans and specifications for the installation of
        Display Units at the Premises insofar as not included in the Manual; 

	 
	 	 	 7.2.2      
	 such general supervision of the preparation of the
        Premises for installation as Actionview shall consider appropriate; 

	 
	 	 7.3      
	 Before the execution of this agreement,
        Actionview has delivered a copy of the Manual to Chuangrun on loan and
        Chuangrun hereby acknowledges receipt of the Manual. Actionview shall
        be entitled to update the Manual from time to time provided that Actionview
        shall forward to Chuangrun on loan full written particulars of such updates.
      

	 
	 	 7.4      
	 Actionview shall be responsible for all
        maintenance and repairs of the display units. 

	 
	 	 7.5      
	 Actionview shall carry out the maintenance
        works with an average response time of 4 hours. 








 

	 8  	 OBLIGATIONS
        OF CHUANGRUN  

	 	 	 	 
	 	 8.1  
	 Chuangrun shall
        use its best endeavors to promote and expand the Business within the Territory
        and collaborate with Actionview and protect its interests with the diligence
        of a responsible businessperson.

	 	 	 	 
	 	 8.2  
	 Chuangrun shall
        conduct the Business in full compliance with all operational systems,
        procedures, policies, methods and requirements prescribed in the Manual
        as well as in any supplemental notices, revisions or amendments thereto.

	 	 	 	 
	 	 8.3  
	 Chuangrun acknowledges
        that the Manual and all such additional and supplemental materials shall
        at all times remain the sole and exclusive property of Actionview and
        the copyright therein shall at all times remain and/or vest in Actionview.

	 	 	 	 
	 	 8.4  
	 Chuangrun shall
        hire a sufficient number of employees, suitably qualified to operate the
        Business and to meet all likely demands of its customers.

	 	 	 	 
	 	 8.5  
	 Chuangrun shall
        keep true and complete documentation and accounting records concerning
        the Business and Revenue including but not limited to

	 	 	 	 
	 	 	 8.5.1
	 Contracts with advertisers
        and third parties for the use of the Display Units; and  

	 	 	 	 
	 	 	 8.5.2
	 Invoices issued to such
        advertisers and third parties  

	 	 	 	 
	 	 	 8.5.3
	 All evidence of receipts
        of Revenue and payment of tax  

	 	 	 	 
	  	 	 and allow Actionview
        to inspect and take copy of such documentation and records upon 48 hours
        prior notice  

	 	 	 	 
	  	8.6 
	 Chuangrun shall
        establish a good system of financial control and take all practicable
        steps to prevent late payment or default in payment of Revenue by third
        parties.

	 	 	 	 
	 9  	 IMPROVEMENTS
        MADE BY ACTIONVIEW  

	 	 	 	 
	 	9.1
	 If Actionview
        makes any improvements to the Display System, it shall without delay communicate
        the same to Chuangrun and Chuangrun shall without delay use such improvements,
        free of all further royalties, charges or payment whatsoever, at the time
        and in the manner specified by Actionview in writing.

	 	 	 	 
	 10  	 IMPROVEMENTS
        MADE BY CHUANGRUN  

	 	 	 	 
	 	10.1
	 Chuangrun shall
        notify Actionview any improvements which shall be made to the Display
        System to be useful to the operation of the Business and shall grant Actionview
        a permanent, royalty-free, exclusive and worldwide license with respect
        to said improvements, including the right to sub-license.

	 	 	 	 
	 11  	 REPRESENTATIONS
        BY ACTIONVIEW/OBLIGATIONS OF ACTIONVIEW  

	 	 	 	 
	  	11.1
	 Actionview represents
        that:  

	 	 	 	 
	 	 	 11.1.1 
	 it is duly licensed by ActionView
        International, Inc. to use the Proprietary Rights, including the right
        to grant sub-licenses thereof to Chuangrun in the manner set out in this
        agreement;

	 	 	 	 
	 	 	 11.1.2 
	 as far as Actionview is
        aware, the use by Chuangrun of the rights granted under Clause 3 of this
        agreement does not infringe the rights of any third party within the Territory;

	 	 	 	 
	 	 	 11.1.3 
	 it is not aware, at the
        time of the execution of this agreement, of any action, claim or proceedings
        brought or threatened in respect of any of the Proprietary Rights.

	 	 	 	 
	 12  	 REPRESENTATIONS
        BY CHUANGRUN/OBLIGATIONS OF CHUANGRUN  

	 	 	 	 
	 	12.1 
	 Chuangrun acknowledges
        that Actionview International, Inc. is the owner and Actionview is the
        licensee of the Proprietary Rights and all proprietary rights , title,
        and interest in the Display System and the goodwill associated therewith
        and that such goodwill shall inure to and be at all times vested in ActionView
        International, Inc. and Actionview exclusively.








 

	 	 12.2      	 Chuangrun shall use the Proprietary
        Rights only in the manner required or authorized and permitted by Actionview
        and only in connection with the operation of the Business. 

	 
	 	 12.3      	 Chuangrun shall not register
        or attempt to register any of the Trade Marks, Trade Names, Patents or
        any other Proprietary Rights in Chuangrun's name or that of any other
        person, firm, entity or corporation. 

	 
	 	 12.4      	 Chuangrun shall not, without
        Actionview's prior written consent, register any company name or trade
        mark or make use of any business name incorporating any of the Trade Names
        or Trade Marks or other Proprietary Rights or incorporating any similar-sounding
        name which is confusingly similar to, or unfairly competing with, any
        of the Trade Marks or Trade Names. 

	 
	 	 12.5      	 If Chuangrun becomes aware
        of any infringement or threatened infringement of any of the Trade Marks,
        Trade Names or Patents or any other Proprietary Rights or any act of unfair
        competition or any act likely to impair the goodwill or reputation of/or
        associated with any of the Trade Marks or Trade Names or Proprietary Rights,
        or of any claim asserted by a third party in respect of the use of any
        of the aforesaid within the Territory, Chuangrun shall promptly give Actionview
        full particulars of such circumstance. 

	 
	 	 12.6      	 Actionview shall have the
        conduct of all proceedings relating to the Trade Marks or Trade Names
        or Patents or any other Proprietary Rights and Actionview shall in its
        sole discretion decide what action (including an action at law, an arbitral
        proceeding or an out-of-court settlement) to take, if any, with respect
        to any infringement of the aforesaid or any claims asserted by any third
        party in relation thereto. 

	 
	 	 12.7      	 Chuangrun shall provide Actionview
        with full assistance and cooperation in any action, claim or proceedings
        brought or threatened in respect of any of the Trade Marks or Trade Names
        or Patents or any other Proprietary Rights and at the request of Actionview
        shall join with Actionview in such action or proceedings, provided it
        has a cause of action under the applicable law - it being understood that
        all costs incurred in connection with this assistance/actions will be
        borne by Actionview. 

	 
	 	 12.8      	 During the Term, Chuangrun
        must expressly identify itself as a licensee (and not the owner) of the
        Trade Marks, Trade Names and Patents on all invoices, order forms, receipts,
        business stationery, and contracts. 

	 
	 	 12.9      	 If so requested by Actionview,
        Chuangrun shall arrange for the execution of a formal Trade Mark sub-license
        and the registration thereof at the relevant Trade Marks Registry or Registries,
        at its own expense and shall make any other necessary filings under national
        law to reflect its status as a licensee. 

	 
	 	 12.10      	 Chuangrun must comply with
        Actionview's instructions in filing and maintaining any requisite Trade
        Names and Trade Marks registrations and must execute any documents Actionview
        or its counsel deems necessary to obtain protection for the Trade Marks
        or the Trade Names and to maintain their continued validity and enforceability.
      

	 
	 	 12.11      	 Chuangrun expressly acknowledges
        and agrees that: 

	 
	 	 	12.11.1
	 any and all goodwill arising from Chuangrun's use
        of the Proprietary Rights in accordance with this agreement is solely
        and exclusively for Actionview's benefit, and upon expiration or termination
        of this agreement, no monetary amount will be assigned as attributable
        to any goodwill associated with Chuangrun's use of the Display System
        or the Proprietary Rights; 

	 
	 	 	12.11.2 
	 Actionview reserves the right to add and/or substitute
        different Proprietary Rights for use in connection with the Display System
        and the businesses operating under the Display System. 

	 
	 13      	 REVENUE SHARING 
	 
	 	 13.1      	 Chuangrun shall pay Actionview
        30% of the Revenue. Revenue is defined as the gross turnover derived from
        the Business by Chuangrun less Premises rental fees, 15% sales commissions
        and 8% sales tax. 

	 
	 	 13.2      	 Notwithstanding Clause 13.1,
        Chuangrun shall pay Actionview for each and every Display Unit of the
        dimensions mentioned in column 1 of the table below the minimum revenue
        mentioned in the corresponding row of column 2 within the period mentioned
        in the corresponding row in column 3 of that table: 




[table omitted] 

	 	 13.3      	 Conditional upon Actionview having received the
        minimum revenue as set out in the table in clause 13.2, Actionview’s
        share of the Revenue shall be reduced to [omitted] in respect of that
        Display Unit of the dimensions mentioned in column 1 of the table below
        for the period set out in the corresponding row of column 2 of that table:
      








 

	 1 	 2  
	 1.0 m. x 1.5 m  	 For  the  1st  to  6th  months  (inclusive) 
      after  the  date  of  receipt  by  

      Actionview of the said minimum revenue in respect of that Display Unit 
	 1.2 m x  1.8  m  	 For  the  1st  to  6th  months  (inclusive) 
      after  the  date  of  receipt  by  

      Actionview of the said minimum revenue in respect of that Display Unit 
	 1.5 m x  4.0  m  	 For  the  1st  to  6th  months  (inclusive) 
      after  the  date  of  receipt  by 

      Actionview of the said minimum revenue in respect of that Display Unit 
	 1.0 m. x 1.5 m.  

      (double-sided)  	 For  the  1st  to 3rd months (inclusive) after the date
      of receipt  by  

      Actionview of the said minimum revenue in respect of that Display Unit 




	 	 13.4      	 [omitted] 

	 
	 	 13.5      	 For the avoidance of doubt, notwithstanding Clause
        13.3 or 13.4 Actionview’s share of Revenue in respect of other
        Display Units in respect of which Actionview has not been paid the
        aforesaid minimum revenue shall remain at 30% throughout the term of this
        agreement. 

	 
	 	 13.6      	 Within 14 days after the end of each month, Chuangrun
        shall deliver to Actionview a true and accurate statement of the month’s
        total Revenue with detailed breakdown by each Display Unit and customer.
      

	 
	 	 13.7      	 Chuangrun shall, within 30 days of receipt of Activonview’s
        invoice on its share of Revenue or the minimum revenue pursuant to Clauses
        13.2, pay to Actionview in Hong Kong and in Hong Kong dollars (at the
        exchange rate between Hong Kong dollars and Renminbi published by the
        People’s Bank of China on the date of payment) the amount due to
        Actionview without any demand. Chuangrun shall not make any deduction
        or set-off from the amount payable to Actionview save and except the administrative
        fee and tax set out in Clause 13.8. Chuangrun shall cause the payment
        to be paid to the following bank account:- 





	 	 	 Bank &  Branch  	 : [omitted]  
	 	 	 	 
	 	 	 Account Name  	 : [omitted]  
	 	 	 	 
	 	 	 Account No.  	 : [omitted]  




	 	 13.8      	 Chuangrun shall be entitled to deduct
        from the amount payable to Actionview an administrative fee equivalent
        to 2% of such amount. 

	 
	 	 13.9      	 In case Chuangrun having received Revenue
        but fails to pay Actionview’s share of Revenue in full or fails
        to pay Actionview the minimum share of Revenue in accordance with Clause
        13.2, Chuangrun shall pay interest on the amount due and unpaid at the
        rate of 0.3% per day, such interest shall be payable from the due date
        for payment until the actual date of payment whether before or after any
        judgment is given by any court having jurisdiction. 

	 
	 14      	 CONFIDENTIALITY 
	 
	 	 14.1      	 Except as provided by clauses 14.2 and
        14.3, each of Chuangrun and Actionview shall at all times during the continuance
        of this agreement and after its expiration or termination: 

	 
	 	 	 14.1.1   
          
	 Use its best endeavors to keep all Restricted Information
        confidential and accordingly not to disclose any Restricted Information
        to any other person; and 

	 
	 	 	 14.1.2      
	 Not use any Restricted Information for any purpose
        other than the performance of the obligations under this agreement. 

	 
	 	 14.2      	 Any Restricted Information may be disclosed
        by either party to: 

	 
	 	 	 14.2.1      
	 Any customers or prospective customers of the Business
        on a need to know basis 

	 
	 	 	 14.2.2      
	 Any governmental or other authority or regulatory
        body; or 

	 
	 	 	 14.2.3      
	 any employee of that party or of any of the afore
        mentioned persons, to such extent only as is necessary for the purposes
        contemplated by this agreement, or as is required by law and subject in
        each case to the discloser using its best endeavors to ensure that the
        person in question keeps the same confidential and does not use the same
        except for the purposes for which the disclosure is made. 

	 
	 	 14.3      	 Any Restricted Information may be used
        by either party for any purpose, or disclosed by either party to any other
        person, to the extent only that: 








 

	 	 	14.3.1
	It is at the date hereof, or hereafter becomes, public
        knowledge through no fault of that party (provided  that in doing
        so the discloser shall not disclose any Restricted Information which is
        not public  knowledge); or

	 	 	 	 
	 	 	14.3.2
	It can be shown by the discloser, to the reasonable
        satisfaction of the other party, to have been known to it prior to its
        being disclosed by the other party to the discloser.

	 	 	 	 
	15	FORCE MAJEURE 
      

	 	 	 	 
	 	15.1
	If either party is affected
        by Force Majeure it shall forthwith notify the other party of the nature
        and extent thereof.  

	 	 	 
	 	15.2
	Neither party shall be deemed
        to be in breach of this agreement, or otherwise be liable to the other,
        by reason of any delay in performance, or non-performance, of any of its
        obligations hereunder to the extent that such delay or non-performance
        is due to any Force Majeure of which it has notified the other party;
        and the time for performance of that obligation shall be extended accordingly.

	 	 	 
	 	15.3
	If the Force Majeure in
        question prevails for a continuous period in excess of six months, the
        parties shall enter into bona fide discussions with a view to alleviating
        its effects, or to agreeing upon such alternative arrangements as may
        be fair and reasonable.

	 	 	 
	16 	TERMINATION 

	 	 	 
	 	16.1
	If either party at any time
        commit any material breach of any terms, covenants or representations
        herein contained and shall fail to remedy any such breach within 30 days
        after written notice given hereof by the other party, this agreement shall
        terminate automatically (i.e. without the need for the non-defaulting
        party to obtain a Court's decision in this respect) upon the expiration
        of the above mentioned period.

	 	 	 
	 	16.2
	Without prejudice to the
        application of Clause 16.1, either party (hereafter called the 'Innocent
        Party') shall be entitled to terminate this agreement, with immediate
        effect (i.e., without the need to obtain a Court's decision in this respect)
        by written notice to such effect to the other party (hereafter called
        the 'Wrongful Party'):

	 	 	 
	 	 	16.2.1
	if the Wrongful Party shall be liquidated,
        becomes insolvent or suffers any other insolvency or bankruptcy process
        or seeks any protection from its creditors or is unable to pay its debts
        as and when they fall due;

	 	 	 	 
	 	 	16.2.2
	If the Wrongful Party ceases to do business,
        or otherwise forfeits the right to do or transact business in the jurisdiction
        where the Premises are located.

	 	 	 	 
	 	 	16.2.3
	If 



	 	 	 	 	 
	  	  	  	 a)	 all or a substantial part of the capital stock or
        other property assets or interests of the Wrongful Party is acquired by
        any third party, or 

	 	 	 	 	 
	  	  	  	 b)	 A major change in the allocation of the voting rights
        held in respect of the Wrongful Party occurs, or 

	 	 	 	 	 
	  	  	  	 c)	 The Wrongful Party merges with any third party or 
      

	 	 	 	 	 
	  	  	  	 d)	 There shall be a change in the ownership of 50%
        or more of the shareholdings in the Wrongful Party from that existing
        at the date of this agreement and the Wrongful Party fails to give
        any prior written notice to the Innocent Party  

	 	 	 	 
	  	  	  	 The Innocent Party may in
        its own discretion terminate this agreement with immediate effect (without
        need to obtain a Court's decision in this respect).  





	17	EFFECTS/OBLIGATIONS
        UPON TERMINATION  

	 	 	 	 
	 	17.1
	Upon termination or expiration
        of this agreement, all rights granted hereunder to Chuangrun shall forthwith
        terminate, and Chuangrun shall observe and perform the following:

	 	 	 	 
	 	 	17.1.1
	Chuangrun shall immediately cease to
        operate the Business and shall not thereafter, directly or indirectly,
        represent to the public or hold itself out to have any business relation
        with Actionview.

	 	 	 	 
	 	 	17.1.2
	Chuangrun shall allow, and procure all
        relevant third parties to allow, Actionview to have access to the Premises
        and remove all Display Units within 30 days. The costs of removal and
        transportation of








 

	 	 	  	Display Units from Premises shall be borne
        by Actionview. 

	 
	 	 	 17.1.3      
	 Chuangrun shall immediately and permanently
        cease to use, in any manner whatsoever, any format, confidential methods,
        programs, procedures and techniques associated with the Display System,
        the Trade Names/Trade Marks and any other Proprietary Rights. In particular,
        Chuangrun shall cease to use, without limitation, all advertising materials
        or promotional displays, uniforms, stationery, forms and any other articles
        which display the Trade Marks/Trade Names. 

	 
	 	 	 17.1.4      
	 Chuangrun shall promptly pay 

	 
	 	 	 	 a)     
      
	 Actionview’s share in all amounts receivable
        from advertisers and other users of Display Units (whether actually received
        by Chuangrun in its account or not) up to the date of termination or expiration
        of this agreement; and 

	 
	 	 	 	 b)      
	 All other sums due and payable to Actionview. 

	 
	 	 	 17.1.5      
	 Chuangrun shall immediately return Display
        Units which are not installed at Premises and all unused spare parts to
        Actionview. The transportation costs thereof shall be borne by Actionview.
      

	 
	 	 	 17.1.6      
	 Chuangrun shall immediately return to
        Actionview all copies of all proprietary materials delivered by Actionview
        to Chuangrun under this agreement, including the Manual, all records,
        files, instructions, correspondence, brochures, agreements, disclosure
        statements and any material bearing Confidential Information any and all
        other materials provided on loan and relating to the operation of the
        Business in Chuangrun's possession (in each case in whatsoever media or
        format the same shall be recorded), and all copies thereof (all of which
        are acknowledged to be Actionview's property), and shall retain no copy
        or record of any of the foregoing excepting only Chuangrun’s copy
        of this agreement, any correspondence between the parties and any other
        documents which Chuangrun reasonably needs for compliance with any provision
        of law. All costs of delivering all materials required by this Clause
        18 shall be borne by Chuangrun. In addition to the foregoing, Chuangrun
        shall immediately turn over to Actionview any and all signs, software
        and/or other property under lease or license from Actionview. 

	 
	 	 17.2      
	 The termination or expiration of this
        agreement shall not prejudice any right or liability accrued to either
        party under the terms of this agreement before the termination or expiration.
      

	 
	 	 17.3      
	 Upon the termination or expiration of
        this agreement, 

	 
	 	 	 17.3.1      
	 Clauses 1, 7.1 (in respect of Actionview’s
        property rights in Display Units), 8.3, 12.1, 12.2, 12.3, 12.4, 12.6,
        12.11, 13.8 (relating to Chuangrun’s responsibility for taxes payable
        to the PRC tax authorities), 14, 17, 18, 19, 20, 21 and 22 shall survive
        and continue to be valid and binding on the parties. 

	 
	 	 	 17.3.2      
	 Clauses 7.5.1 and 7.5.2 shall survive
        and continue to be valid and binding on the parties before Chuangrun has
        fully performed its obligations under Clause 17.1.5. 

	 
	 	 	 17.3.3      
	 Clauses 8.6, 13.7, 13.8 and 13.9 shall
        survive and continue to be valid and binding on the parties before Chuangrun
        has fully performed its obligations under Clause 17.1.4. 

	 
	 18      	 SEVERABILITY 

	 
	 	 18.1      
	 Should any clause be considered invalid
        or unenforceable by a Court of competent jurisdiction or an Arbitral Tribunal,
        all other provisions shall remain in full force and effect and shall not
        be affected. 

	 
	 	 18.2      
	 The parties agree, however, to replace,
        when possible, any provision declared invalid by a provision which shall
        reflect their initial intent, as objectively and consistently as possible
        and in accordance with the basic relationship existing between the parties.
      

	 
	 19      	 ENTIRE AGREEMENT 

	 
	 	 19.1      
	 This agreement sets forth the entire agreement
        and understanding of the parties hereto relating to the subject matter
        contained herein and merges all prior discussions between them and neither
        party shall be bound by any previous agreements, negotiations, commitments
        and writings other than as expressly stated in this agreement. 

	 
	 	 19.2      
	 This agreement may not be changed, modified
        or supplemented in any manner orally or otherwise except by an instrument
        in writing signed by a duly authorized representative of each of the parties
        hereto. 








 

	 20      	 NO WAIVER 

	 
	 	 20.1     
      
	 The non-enforcement of any provision contained in
        this agreement shall not be construed by either party as a waiver of the
        right to enforce the provision at another time under different circumstances
        and/or enforce other provisions of this agreement. 

	 
	 	 20.2      
	 In particular, the failure of either of the parties
        hereto to claim damages or to terminate this agreement by reason of the
        breach of any of the provisions hereof by the other party shall not stop
        the party not in default from thereafter claiming damages or terminating
        this agreement by reason of any subsequent breach of any of the provisions
        hereof. 

	 
	 21      	 APPLICABLE LAW 

	 
	 	 This agreement is governed by the law
        of Hong Kong and the parties agree to submit to the non-exclusive jurisdiction
        of the Hong Kong courts. 

	 
	 22      	 LANGUAGE AND COUNTERPARTS
      

	 
	 	 This agreement is executed in quadruplicate
        and in Chinese languages. 

	 
	 23      	 FURTHER ASSURANCE 

	 
	 	 Chuangrun and Actionview agrees to negotiate
        in good faith and execute such further documents or agreements and do
        all such things reasonably necessary to carry out the provisions of this
        agreement, including, without limitation, the facilitation of legally
        remitting Actionview’s share of Revenue from China. 

	 



SCHEDULE 1 

	 	 Size  	 Quantity  	 Remark  
	 	 1.0m x 1.5m  	 10 sets  	 Already installed in Guangzhou Metro  
	 	 (Single-sided)  	  	  
	 	 1.2m x 1.8m  	 2 sets  	 In Chuangrun’s warehouse pending installation 
    
	 	 (Single-sided)  	  	  



SCHEDULE 2 

	 	 Size  	 Quantity  	 Delivery on or before  	 Remark  
	 	 1.0m x 1.5m  	 50 sets  	 30th April, 2005  	 For Airport Bus Stop  
	 	 (Double-sided)  	  	  	  
	 	 1.5m x 4.0m  	 100 sets  	 Date to be advised  	 For Airport Departure Hall  
	 	 (Single-sided)  	  	  	  




	 For and on behalf of  	 For and on behalf of  
	 CHUANGRUN MEDIA LIMITED  	 ACTIONVIEW FAR EAST  
	 LIMITED  	  
	  	 
	 “SIGNED”  	 “SIGNED”  
	 /s/ Cai Han-Xiong  	 /s/ Justin Kwei  
	 Chuangrun Media Limited  	 Actionview Far East Limited  
	 By Cai Han-Xiong, its director  	 By Justin Kwei, its director  
	 and duly authorized representative  	 and duly authorized  
	 representative  	  
	  	 
	 Witness:  	 Witness: