Filed by Automated Filing Services Inc. (604) 609-0244 - Actionview International, Inc. - Exhibit 10.2






EXHIBIT 10.2 

 AGREEMENT 

DATE: - The 14th day of June 2004. 

PARTIES: - 

	 A)      	 Chuangrun Advertising (H.K.) Limited, a corporation
        incorporated in Hong Kong with registration no. 732300 and having its
        registered office at Room 1117, Lai Mei House, Lai Kok Estate, Shamshuipo,
        Kowloon, Hong Kong (hereinafter referred to as “Chuangrun”)
        represented by its legal representative Mr. Cai Han-Xiong; and 

	 
	 B)      	 Actionview Far East Limited, a corporation incorporated
        in Hong Kong with registration no. 883979 and having its registered office
        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 Advertising Systems, 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 Advertising Systems, Inc. is a shareholder
        of Actionview and has duly licensed ActionView to market and distribute
        the Display System and to grant sub-licences 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: 

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	 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 1.5m x 4.5m 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 



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	 	 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 connection with the Display
        System and/or the Manual licensed by ActionView 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 and supplemental tax payable to the PRC tax authorities. 

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

	 
	 	 Territory: means Guangzhou City 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 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
        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. 

	 
	 1.3      	 Unless otherwise expressly stated to the contrary
        or the context otherwise requires, 





	 	a) 	words and expressions in the singular shall include the plural and vice
    


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	 	 	 versa; and 

	 
	 	b) 	 words and expressions in one gender shall
        include all other genders. 

	 
	 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, licence 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 endeavour to promote the Business ;
      

	 
	 	 	 2.1.5      
	 enter into binding contracts with advertiser 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 



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	 	  	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 of the Agreement, the following rights: 

	 
	 	 	 3.1.1      
	 the right and licence 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
        for any purpose other than the operating of the Business from the Premises
        or use them after the 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 of
        the Agreement) 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 



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	 	  	regulations and shall apply for, obtain
        and have renewed all permits, authorizations and licences 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 nor authority
        to enter into contracts in the name of to 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 of the Agreement, 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 cooperate
        with any third party); 

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

	 
	 	 	 5.1.3      
	 have the right to grant any further sub-licence
        to 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 be unreasonably withheld. 



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	 6      	 TERM 

	 
	 	 Subject to the provisions of Clauses 16
        and 17 below, the Agreement shall come into force on 2004 (hereinafter
        referred to as the Effective Date) and continue in force for a term of
        5 (five) years. 

	 
	 7      	 OBLIGATIONS OF ACTIONVIEW
      

	 
	 	 7.1      
	 After the execution of this Agreement,
        Actionview shall deliver the first consignment of Display Units to Chuangrun
        in accordance with Schedule 1 to this agreement. During the Term, ActionView
        shall negotiate and agree with Chuangrun on the quantity and delivery
        schedule of Display Units to be delivered to Chuangrun based on the progress
        of production and the requirements of the market. 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      
	 After the execution of this Agreement,
        Actionview shall deliver a copy of the Manual to Chuangrun on loan. 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. 

	 
	 	 	 7.3.1      
	 After the execution of this agreement ActionView
        shall provide initial training to instruct Chuangrun in the Display System,
        as ActionView may consider 



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	 	 	  	necessary for running the Business. 

	 
	 	 	 7.4.1      
	 This training shall be attended by personnel from
        Chuangrun for a period of 1 day. The date and place of the training shall
        be agreed between the parties. 

	 
	 	 	 7.4.2      
	 The costs of such training shall be borne by Actionview,
        save the travelling and accommodation expenses of the individuals, which
        shall be borne by Chuangrun. 

	 
	 	 7.5      
	 Actionview shall deliver to Chuangrun
        and keep in Chuangrun's warehouse in Guangzhou sufficient spare parts
        for Chuangrun to carry out the maintenance works wi with an average response
        time of 4 hours PROVIDED THAT: 

	 
	 	 	 7.5.1      
	 Property in the spare parts shall remain with Actionview
        throughout as well as after the Termt. Chuangrun shall store Actionview's
        spare parts its warehouse separately from all other goods stored therein
        and clearly marked as property of Actionview. 

	 
	 	 	 7.5.2      
	 Chuangrun shall keep complete and accurate records
        of the stock and usage of spare parts and shall allow Actionview to inspect
        such records from time to time upon reasonable prior request. 



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	 8      	 OBLIGATIONS OF CHUANGRUN
      

	 
	 	 8.1      
	 Chuangrun shall use its best endeavours
        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, at its own expense, keep
        the Premises clean and in good condition and according to Actionview's
        instructions as set forth in the Manual. 

	 
	 	 8.5      
	 Chuangrun shall hire a sufficient number
        of employees, suitably qualified to operate the Business and to meet all
        likely demands of its customers. 

	 
	 	 8.6      
	 Chuangrun shall keep true and complete
        documentation and accounting records concerning the Business and Revenue
        including but not limited to 

	 	 	  
	 
	 	 	 8.6.1   
          
	 Contracts with advertisers and third parties for
        the use of the Display Units; and 

	 
	 	 	 8.6.2      
	 Invoices issued to such advertisers and third parties
      

	 
	 	 	8.6.3
	 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 

	 
	 	 8.7      
	 Chuangrun shall establish a good system
        of financial control and take all practicable 



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	 	  	steps to prevent late payment or default in payment
        of Revenue by third parties. When necessary. Chuangrun shall take timely
        legal action against defaulters and report to Actionview from time to
        time on such action. All costs in relation to such legal action shall
        be borne by Chuangrun. If it proves to be unable to recover the money
        from the third party in such legal action, Actionview shall bear proportion
        of the total costs of the legal action. The proportion that Actionview
        shall bear is equal to Actionview's share of Revenue in respect of the
        irrecoverable amount. 

	 
	 	 8.8      
	 Chuangrun shall pay all taxes payable to PRC tax
        authorities in respect of the Business and the Revenue. 

	 
	 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
      

	 
	 	 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 



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	 	 11.1      	 Actionview represents that: 

	 
	 	 	 11.1.1   
          
	 it is duly licensed by ActionView Advertising Systems,
        Inc. to use the Proprietary Rights, including the right to grant sub-licences
        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 
	 
	 	 12.1      	 Chuangrun acknowledges that Actionview
        Advertising Systems, Inc. is the owner and Actionview is the licensee
        of the Proprietary Rights, and all proprietary titles, 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 Advertising
        Systems, 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 and any other Proprietary
        Rights (or any other name, mark or design used in t the System) in Chuangrun's
        name or that of any other person, firm, entity or corporation. 



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	 	 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 other such names or marks or incorporating
        any similar-sounding name which is confusingly similar to, or unfairly
        competing with, any of the Trade Marks or Trade Names or other such names
        or marks. 

	 
	 	 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 registered 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 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 registered
        Proprietary Rights or any other such name, mark or patent 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 registered Proprietary Rights or any other such name, marks or Patents
        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 



 12 




 

	 	 	 understood that all costs incurred in
        connection with this assistance/actions will be borne by Actionview. 

	 
	 	 12.8     
      
	 During the Term of the Agreement, Chuangrun
        must expressly identify itself as a licensee (and not the owner) of the
        Trade Marks and Trade Names 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 license and the
        registration thereof at the Trade Marks Registry or Registries of the
        Territory, 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 the Display System 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 identifying the Display System and the businesses operating
      under the Display System. 


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	 13      	 REVENUE SHARING 

	 
	 	 13.1      
	 Chuangrun shall pay Actionview 30% of
        the Revenue. 

	 
	 	 13.2      
	 Notwithstanding clause 13.1, Chuangrun
        shall pay Actionview the following minimum revenue for each Display Unit
        within 6 months from its date of delivery to Chuangrun: 

	 
	 	 	 13.2.1
	 RMB ¥25,200.00 if it is a 1M x 1.5M Display
        Unit; or 

	 
	 	 	 13.2.2
	 RMB ¥25,200.00 if it is a 1.2M x 1.8 M Display
        Unit ; or 

	 
	 	 	 13.2.3
	 RMB ¥94,500.00 if it is a 1.5M x 4.5M Display
        Unit. 

	 
	 	 13.3      
	 Conditional upon Actionview having received
        the minimum revenue as set out in Clauses 13.2.1 or 13.2.2 or 13.2.3 as
        the case may be, and for the 1st to the 6th month counted from the date
        of receipt by ActionView of the said minimum revenue, Actionview's share
        of Revenue shall be decreased to 25% in respect of that Display
        Unit. 

	 
	 	 13.4      
	 Conditional upon ActionView having received
        the minimum revenue as set out in Clauses 13.2.1 or 13.2.2 or 13.2.3 as
        the case may be, and for the 1st to the 6th month counted from the date
        of receipt by ActionView of the said minimum revenue onwards, Actionview's
        share of Revenue in respect of that Display Unit shall be further
        reduced to 20%. 

	 
	 	 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
        target revenue for Actionview 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. 



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	 	 13.7      	 Chuangrun shall, within 30 days of receipt of Actionview's
        invoice on its share of Revenue or the minimum revenue pursuant to Clause
        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 set out in Clause 

	 
	 	 13.8.      	 Chuangrun shall cause the payment to be paid to
        the following bank account: 





	 	 	 Bank and Branch:  	 Hong Kong and Shanghai Banking Corporation Limited 
    
	 	 	 Account Name:  	 Actionview Far East Limited  
	 	 	 Account No.:  	 404-160145-001  




	 	 	 Or such other bank account as Actionview may hereafter
        inform Chuangrun in writing. 

	 
	 	 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 any case Chuangrun having received Revenue but
        fails to pay Actionview's share of Revenue in full or fails to pay Actionview
        the minimum 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 judgement is given by any
        court having jurisdiction. 



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	 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 termination: 

	 
	 	 	 14.1.1
	 use its best endeavours 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 endeavours 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 



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	 	 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.
      



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	 	 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 

	 
	 	 	 	 16.2.3.1
	 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 

	 
	 	 	 	 16.2.3.2
	 a major change in the allocation of the voting rights
        held in respect of the Wrongful party occurs 

	 
	 	 	 	 16.2.3.3
	 the Wrongful Party merges with any third party or
      

	 
	 	 	 	 16.2.3.4
	 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 fails to give any prior written consent
        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 



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	 	 	 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.  

	 	 	  	 
	 	 	17.1.4.1 	 Actionview's share in all amounts received
        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

	 	 	  	 
	 	 	17.1.4.2 	 all other sums due and payable to ActionView 
      



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	 	 	 17.1.5   
          
	 Chuangrun shall immediately return Display Units,
        which are not, installed at Premises all unused spare parts to. 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 termination or expiration of this
        agreement, 

	 
	 	 	 17.3.1      
	 Clauses 1, 7.1 (in relation to 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 responsibilities for tax 



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	 	 	  	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 continues
        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
        continues 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 the judgement of a Court of competent jurisdiction
        or award of an Arbitral Tribunal, all other provisions shall remain in
        full force and effect and shall not be affected therefore for the Term
        of the Agreement. 

	 
	 	 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. 



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	 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 duplicate
        and in the English and Chinese languages. The English version and the
        Chinese version shall be equally valid. 

	 
	 24      	 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. 



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 SCHEDULE 1 [Delivery Schedule] 

	 Size 	 Quantity  	 Delivery Date  
	 1 m x  1.5 m  	 10 sets  	 On or before 20th June, 2004
	 1.2 m  x 1.8 m  	 2 sets  	 Already delivered  
	 1.5 m  x 4.5 m  	 1 set  	 On or before 30th June, 2004




	 For and behalf of  	 For and behalf of  
	 CHUANGRUN ADVERTISING (H.K) LIMITED 
    	 ACTIONVIEW FAR EAST LIMITED  
	  	 
	 “Adrian Cai”  	 “Justin Kwei”  
	 (Authorised Signature)  	 (Authorised Signature)  
	  	 
	 Chuangrun Advertising (HK) Limited  	 Actionview Far East Limited  
	 By Adrian Cai  	 By Justin Kwei  
	 Its director and duly authorised  	 Its director and duly authorised  
	 Representative  	 Representative  
	  	 
	  	 
	  	 
	 Witness:  	 Witness:  
	  	 
	 “Fung Hoi Wing”  	 “Fung Hoi Wing”  


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	Fung Hoi Wing 

      Solicitor, Hong Kong SAR 

      Fung, Wong, Ng and Lam 

      Solicitors & Notaries 	Fung Hoi Wing

      Solicitor, Hong Kong SAR

      Fung, Wong, Ng and Lam 

      Solicitors & Notaries 


 

  

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