exv10w19






English Translation

Exhibit 10.19




Equity Pledge Agreement




          This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties
on July 1, 2010 in Hangzhou, China.




Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd.

Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou

Postal code: 310013

Tel.: 0571 87770978

Fax: 0571 87758616




Qinyi Zhu

Identity card number:

Address: Room 201, 65# Building, Taiziyuan, Hupan Garden, Hangzhou

Postal code: 310012

Tel.: 13588192843

Fax: 0571-87758616



Unless specified otherwise herein, Mijia Technologies and Qinyi Zhu shall hereinafter be referred
to collectively as the “Pledgors”.




Pledgee: Hangzhou Dianneng Technologies Co., Ltd.

Address: Room 105, Block 3, No. 1197 of Binan Road, Hangzhou

Telephone: 0571-87770978

Fax: 0571-87758616




Sky Network: Hangzhou Sky Network Technologies Co., Ltd.

Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang District, Hangzhou

Post Code: 310013

Telephone: 0571-87770978

Fax: 0571-87758616



Mijia Technologies, Qinyi Zhu, Pledgee and Sky Network shall be hereinafter be referred to
individually as the “Party” and collectively as the “Parties”.



WHEREAS:







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          Mijia Technologies and Qinyi Zhu respectively hold 80% and 20% shares of Hangzhou Sky Network
Technologies Co., Ltd.( hereinafter be referred to collectively as “Sky Network”). Sky Network is a
limited liability company registered in Beijing, China, engaged in the business of technology
development of computer hardware and software;




          Pledgee is a wholly foreign owned enterprise registered in Hangzhou China, with expertise and
resources in technical and strategy consulting aspects of business area in which Sky Network is
engaged. Pledgors and Sky Network executed the Technical Support Agreement, the Strategy Consulting
Agreement and Intellectual Property License Agreement (hereinafter collectively as “Service
Agreements”), as listed in the Appendix 1 hereunder.




          To secure the fees payable under the Service Agreements (the “Service Fee”) from Sky Network
to Pledgee, Pledgors hereby pledge their respective interests in Sky Network to Pledgee as pledge
for all indebtedness of Sky Network to Pledgee pursuant to Service Agreements.




          Pursuant to the provisions of the Service Agreements, Pledgors and Pledgee have agreed to
enter into this Agreement according to the following terms and conditions.



1. DEFINITIONS




          Unless otherwise provided herein, the terms below shall have the following meanings:



1.1 “Pledge Rights” means the rights set forth in Article 2 of this Agreement.



1.2 “Share Equity” means the equity interest held by Pledgors in Sky Network.



1.3 “Pledged Property” means the equity interest and the dividends deriving therefrom pledged by
Pledgors to Pledgee under this Agreement.



1.4 “Secured Indebtedness” means all the amounts payable by Sky Network to Pledgee under the
Service Agreements, including the Service Fee and interests accrued thereon, liquidated damages,
compensations, costs and expenses incurred by Pledgee in connection with collection of such fees,
interest, damages and compensations, and losses incurred to Pledgee as a result of any default by
Sky Network and other expenses payable under the Service Agreements.



1.5 “Term of Pledge” means the term stated in Section 4.1 of this Agreement.




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1.6 “Service Agreements” means all the agreements entered into by Sky Network and Pledgee as set
forth in Appendix 1 hereto.



1.7 “Event of Default” means any event set forth in Article 8 of this Agreement.



1.8 “Notice of Default” means the notice issued by Pledgee in accordance with this Agreement
declaring an Event of Default.



2. PLEDGE RIGHTS



2.1 Pledgors hereby pledge to Pledgee all of their Share Equity in Sky Network to secure the
Secured Indebtedness of Sky Network. Pledge Rights shall mean Pledgee’s priority right in receiving
compensation from the proceeds of convert, auction or sale of the Pledged Property pledged by
Pledgors to Pledgee, which includes the dividends generated by the Share Equity during the term of
this Agreement.



3. SCOPE OF PLEDGE SECURITY



3.1 The scope of pledge security hereunder shall cover all of the Secured Indebtedness, including
all the Service Fee and interest accrued thereon, liquidated damages, compensation, costs for
actualizing creditor’s right arising out of Service Agreements paid by Sky Network to Pledgee, or
losses incurred to Pledgee as a result of any default by Sky Network and all other expenses payable
under the Service Agreements.



4. TERM OF PLEDGE AND REGISTRATION



4.1 Pledgors shall cause Sky Network to and Sky Network shall register the Pledge hereunder in its
Shareholders’ List within three (3) working days after this Agreement is executed, and provide
updated version of capital contribution certificates with respect to the Pledge. This Agreement
shall become effective on the date when the Pledge hereunder is registered in the Shareholders’
List of Sky Network. The term of the the Pledge shall be the same as the term of the Strategy
Consulting Services Agreement (should the term of the Technical Support Agreement, the Strategy
Consulting Services Agreement and/or the Intellectual Property License Agreement be extended, the
term of the Pledge shall be extended accordingly).



4.2 In the event that any change of the matters registered in Sky Network’s Shareholders’ List is
required as a result of change of any matters relating to the Pledge, Pledgors and Pledgee shall
cause the matters registered in Sky Network’s
Shareholders’ List be changed accordingly within fifteen (15) days after such change takes place.




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4.3 Pledgors shall cause Sky Network and Sky Network shall finish the filing procedures within
thirty (30) working days after this agreement is executed.



5. CUSTODY OF CERTIFICATES




          Pledgors shall deliver to Pledgee the updated version of capital contribution certificates
with respect to their interest in Sky Network and Sky Network’s Shareholders’ List within seven (7)
days after this Agreement is executed.



6. REPRESENTATIONS AND WARRANTIES OF PLEDGORS



6.1 Pledgors are legally registered shareholders of Sky Network.



6.2 Pledgors fully understand the contents of the Service Agreements and have entered into this
Agreement voluntarily with genuine expression. The signatories signing this Agreement on behalf of
Pledgors have the rights and authorizations to do so.



6.3 All documents, materials and certificates provided by Pledgors to Pledgee hereunder are
correct, true, complete and valid.



6.4 When Pledgee exercises its right hereunder at any time in accordance with this Agreement, there
shall be no intervention from any other parties.



6.5 Pledgee shall have the right to dispose of and transfer the Pledge Rights in accordance with
the provisions hereof.



6.6 Pledgors have not created any pledge right over the Share Equity other than the Pledge created
to Pledgee hereunder.



7. COVENANTS OF PLEDGORS



7.1 For the benefit of Pledgee, Pledgors hereby make the following covenants, during the term of
this Agreement:




     7.1.1 without the prior written consent of Pledgee, Pledgors shall not transfer the Share
Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect
Pledgee’s rights and interests hereunder, or cause the shareholders’ meetings of Sky Network to
adopt any resolution on sale, transfer, pledge or in other
manner disposal of the Share Equity or approving the creation of any other security interest
on the Share Equity, unless otherwise provided the Share Equity may be transferred to Pledgee or
any party designated by Pledgee according to Call Option and



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Cooperation Agreement among Pledgors,
Pledgee and Sky Network, or Pledgors may transfer the Share Equity to each other to the extent such
transfer will not effect validity of Pledge Rights hereunder (the transferring Pledgor shall
deliver a prior notice to Pledgee before making the transfer).



     7.1.2 Pledgors shall comply with all laws and regulations applicable to the Pledge. Within
five (5) days of receipt of any notice, order or recommendation issued or promulgated by competent
government authorities relating to the Pledge, Pledgors shall deliver such notice, order or
recommendation to Pledgee, and shall comply with the same, or make objections or statements with
respect to the same upon Pledgee’s reasonable request or with Pledgee’s consent.



     7.1.3 Pledgors shall promptly notify Pledgee of any event or notice received by Pledgors that
may have a material effect on Pledgee’s rights in the Pledged Property or any portion thereof, as
well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder,
or any event or notice received by Pledgors that may have a material effect to any warranty or
obligation of the Pledgors hereunder.


7.2 Pledgors warrant that Pledgee’s exercise of the Pledge Rights as pledge pursuant to this
Agreement shall not be interrupted or impaired by Pledgors or any successors or representatives of
Pledgors or any other parties through any legal proceedings.



7.3 Pledgors hereby warrant to Pledgee that, to protect or perfect the security interest created by
this Agreement to secure the Secured Indebtedness, Pledgors will execute in good faith, and cause
other parties who have an interest in the Pledge Rights to execute, all certificates of rights and
instruments as requested by Pledgee, and/or take any action, and cause other parties who have an
interest in the Pledge Rights to take any action, as requested by Pledgee, and facilitate the
exercise by Pledgee of its rights and authority provided hereunder, and execute all amendment
documents relating to certificates of Share Equity with Pledgee or its designated person(s)
(natural persons/legal persons), and shall provide Pledgee, within a reasonable period of time,
with all notices, orders and decisions regarding the Pledge Rights requested by Pledgee. Pledgors
hereby warrant to Pledgee that, for Pledgee’s benefit, Pledgors shall comply with and perform all
warranties, covenants, agreements, representations and conditions provided hereunder. In the event
that Pledgors fail to perform or partially perform any warranties, covenants, agreements,
representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting
therefrom.



8. EVENTS OF DEFAULT



8.1 Each of the following events shall constitute an Event of Default:




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     8.1.1 Sky Network fails to pay in full any Secured Indebtedness on time;



     8.1.2 Any representation or warranty made by Pledgors under Article 6 of this Agreement is
materially misleading or untrue, or Pledgors have violated any of the warranties in Article 6 of
this Agreement;



     8.1.3 Pledgors breach any of the covenants in Article 7 of this Agreement;



     8.1.4 Pledgors breach any other provisions of this Agreement;



     8.1.5 Pledgors give up all or any part of the Pledged Property, or transfer all or any part of
the Pledged Property without the written consent of Pledgee (except the transfers permitted
hereunder);



     8.1.6 Any of Pledgors’ loans, guarantees, indemnification, commitment or other indebtedness to
any third party (1) have been subject to a demand of early repayment or performance due to an event
of default; or (2) have become due but failed to be repaid or performed in a timely manner, thus
leading Pledgee to believe that Pledgors’ ability to perform their obligations under this Agreement
has been impaired;



     8.1.7 Pledgors are unable to repay any other material debts;



     8.1.8 Any applicable laws have rendered this Agreement illegal or made it impossible for
Pledgors to continue to perform their obligations hereunder;



     8.1.9 All approvals, licenses, permits or authorizations from government agencies that make
this Agreement enforceable, legal and effective have been withdrawn, terminated, invalidated or
substantively revised;



     8.1.10 Any adverse change has taken place to any properties owned by Pledgors, which leads
Pledgee to believe that Pledgors’ ability to perform their obligations under this Agreement has
been affected;



     8.1.11 The successor or trustee of Sky Network is only able to partially perform or refuses to
perform the payment obligations under the Service Agreements;



     8.1.12 Any breach of other provisions of this Agreement resulting from any action or omission
by Pledgors; and



     8.1.13 Any other event whereby Pledgee is unable to exercise its right with respect to the
Pledge hereunder pursuant to relevant laws.



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8.2 Pledgors shall immediately notify Pledgee in writing of any event set forth in Section 8.1 or
any circumstance which may lead to any such event as soon as Pledgors know or are aware of such
event.



8.3 Unless an Event of Default set forth in this Section 8.1 has been resolved to the satisfaction
of Pledgee, Pledgee may, upon the occurrence of an Event of Default or at any time thereafter,
issue a Notice of Default to Pledgors in writing and demand that Sky Network to immediately pay all
the amounts due under the Service Agreements and all other amounts payable due to Pledgee, or
exercise Pledge Rights in accordance with the provisions of this Agreement as permitted by Chinese
laws and regulations.



9. EXERCISE OF PLEDGE RIGHTS



9.1 Prior to the full payment of Secured Indebtedness under the Service Agreements, Pledgors shall
not assign, or in any other manner dispose of, the Pledged Property without Pledgee’s written
consent.



9.2 If there is any event of Default as set forth in Article 8, Pledgee shall issue a Notice of
Default to Pledgors when exercising the Pledge Rights.



9.3 Subject to the provisions of Section 8.3, Pledgee may exercise the right to dispose of the
Pledged Property concurrently with the issuance of the Notice of Default in accordance with Section
8.3 or at any time after the issuance of the Notice of Default.



9.4 Pledgee shall have the right to dispose of the Pledged Property under this Agreement in part or
in whole in accordance with legal procedures as permitted by Chinese law (including but not limited
to negotiated transfer, auction or sale of the Pledged Property) and receive a priority payment
from the proceeds of the Pledged Property until all of the Secured Indebtedness have been fully
repaid.



9.5 When Pledgee disposes of Pledge Property in accordance with this Agreement, Pledgors shall not
create any impediment, and shall provide necessary assistance to enable Pledgee to exercise the
Pledge Rights.



10. ASSIGNMENT



10.1 Without Pledgee’s prior consent, Pledgors cannot give away or assign to any party their rights
and obligations under this Agreement.



10.2 This Agreement shall be valid and binding on each Pledgor and their respective successors.




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10.3 Pledgee may assign any and all of its rights and obligations under the Service Agreements to
its designated person(s) (natural/legal persons) (“Assignee”) at any time, in which case the
Assignee shall have the rights and obligations of Pledgee under this Agreement, as if it were a
party to this Agreement.



10.4 In the event that the Pledgee changes due to any transfer permitted hereunder, the new parties
to the Pledge shall execute a new pledge agreement.



11. TERMINATION




          This Agreement shall be terminated when the Secured Indebtedness has been fully repaid and Sky
Network is no longer obliged to undertake any obligations under the Service Agreements. In this
circumstance, Pledgee shall cancel or terminate this Agreement and cooperate to file deregister
procedures of the Pledge as soon as reasonably practicable.



12. HANDLING FEES AND OTHER EXPENSES



12.1 All fees and out of pocket expenses relating to this Agreement, including but not limited to
legal fees, cost of documentation, stamp duty and any other taxes and fees, shall be borne by
Pledgors. In the event that the law requires Pledgee to pay any taxes, Pledgors shall reimburse
Pledgee for such taxes paid by Pledgee.



12.2 In the event that Pledgors fail to pay any taxes or fees in accordance with the provisions of
this Agreement, or due to any other reasons, Pledgee has to recover such taxes and fees payable by
Pledgors through any means or in any manner, all costs and expenses (including but not limited to
all the taxes, handling fees, management fees, cost of litigation, attorney’s fees and insurance
premiums) resulting therefrom shall be borne by Pledgors.



13. FORCE MAJEURE



13.1 In the event that the performance of this Agreement is delayed or impeded by “an event of
force majeure”, the party affected by such event of force majeure shall not be
liable for any liability hereunder with respect to the part of performance being delayed or
impeded. “An event of force majeure” means any event beyond the reasonable control of the effected
party and cannot be avoided even if the affected party has exercised reasonable care, which include
but not limited to government actions, acts of God, fire, explosions, geographic changes, storms,
flood, earthquakes, tides, lightning and war. Notwithstanding the foregoing, a lack of credit,
funds or financing shall not be deemed as a circumstance beyond the reasonable control of an
effected party. The party affected by “an event of force majeure” and seeking to relieve the
performance liability


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under this Agreement or any provisions thereof shall notify the other party
of its intention for seeking such relief and the measures it will take to reduce the impact of the
force majeure as soon as possible.



13.2 The party affected by force majeure shall not be liable for any liability with respect to the
part of performance being delayed or impeded if the effected party has taken reasonable efforts to
perform this Agreement. As soon as the cause of such relief is corrected and remedied, the Parties
shall use their best efforts to resume the performance of this Agreement.



14. RESOLUTION OF DISPUTES



14.1 This Agreement shall be governed by and construed according to the laws of the PRC.



14.2 In the event of any dispute with respect to the construction and performance of the provisions
of this Agreement, the parties shall first try to resolve the dispute through friendly
consultations with good faith. Within thirty (30) days upon failure of such consultations, any
party may submit the relevant disputes to the Hangzhou Arbitration Commission for arbitration in
accordance with its then effective arbitration rules. The arbitration tribunal shall be three (3)
arbitrators and shall be administered in Hangzhou and the language used for the arbitration shall
be Chinese. The arbitration award shall be final and binding on all parties. Unless otherwise
decided by the arbitration tribunal, the arbitration fee shall be borne by the losing party.



15. NOTICES




     Notices sent by the parties hereto shall be in writing (“in writing” shall include facsimiles
and telexes). If sent by hand, such notice shall be deemed to have been delivered upon actual
delivery; if sent by telex or facsimile, such notice shall be deemed to have been delivered at the
time of transmission. If the date of transmission is not a business day or if transmission is after
working hours, then the next business day shall be deemed as the date of delivery. The address of
delivery shall be the addresses of the
Parties stated on the first page of this Agreement or addresses notified in writing at any
time after this Agreement is executed. The form of writing shall include fax and telex.


16. AMENDMENTS, TERMINATION AND CONSTRUCTION



16.1 This Agreement shall not be amended, modified or terminated unless such amendment,
modification and termination has been agreed by all of the Parties and Parties have obtained all
necessary authorization and approvals with respect to such


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amendment, modification and termination.
The attachments, appendixes and other amendments and modifications shall constitute the integral
part of this Agreement.



16.2 The duly signed supplemental agreements and amendment to this Agreement shall be the integral
part of this Agreement and shall have the equivalent legal effect.



16.3 The provisions to this Agreement are severable from each other. The invalidity of any
provision hereof shall not effect the validity or enforceability of any other provision hereof.



17. EFFECTIVENESS AND OTHERS



17.1 This Agreement shall take effect upon satisfaction of the following conditions:





	 	(1)	 	This Agreement has been executed by all parties hereto; and
	 
	 	(2)	 	Pledgors have recorded the Pledge of Pledge Property hereunder in the Shareholders’
List of Sky Network and have handed over such list to Pledgee.




17.2 If any provision of this Agreement is invalid or unenforceable because of inconsistent with
the relevant laws, such provision shall be only deemed invalid in such jurisdiction and shall not
affect the validity of the remaining provisions.



17.3 This Agreement is written in Chinese in five counterparts. Each of the Parties shall hold one
counterpart and one counterpart is left for filing. Those counterparts shall have the same legal
effect.



IN WITNESS WHEREOF, the parties have caused this Agreement executed by their duly authorized
representatives in Hangzhou on the date first above written.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







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[Execution Page Only]




	 	 	 	 	 	 	 	 	 	 	 

	Hangzhou Dianneng Technologies Co., Ltd.	 	Hangzhou Sky Network Technologies Co., Ltd.
	 
	 	 	 	 	 	 	 	 	 	 
	(Company Seal)	 	(Company Seal)
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Tao Song
	 	 	 	Signature:
	 	/s/ Tao Song	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	Hangzhou Mijia Technologies Co., Ltd.	 	Qinyi Zhu
	 
	 	 	 	 	 	 	 	 	 	 
	(Company Seal)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature:
	 	/s/ Qinyi Zhu	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Tao Song	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 






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Appendix 1:




1. Technical Support Agreement (made on [], 2010), also Appendix 4A



2. Strategic Consulting Service Agreement (made on [], 2010), also Appendix 4B



3. Intellectual Property License Agreement (made on [], 2010), also Appendix 2





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