exv10w28






English Translation

Exhibit 10.28




Lease Contract




	 	 	 	 	 

	Lessor (Party A):

	 	Xiaoming Wu
	 	ID Card No.:
	 
	 	 	 	 
	 

	 	Yuhong Wang
	 	ID Card No.:
	 
	 	 	 	 
	Lessee (Party B):	 	Hangzhou Sky Network Technologies Co., Ltd.





Pursuant to the provisions of the Contract Law of the People’s Republic of China and relevant laws
and regulations, Party A and Party B, abiding by the principles of equality and free will and after
negotiations, hereby enter into this Contract with respect to Party A leasing its own houses to
Party B and Party B leasing the houses from Party A in order to define their respective rights and
obligations.





			
	Article 1	 	Party A warrants that the houses it leases to Party B hereunder
comply with the relevant state regulations governing lease.






			
	Article 2	 	Leased premises and purpose of lease






	1.	 	Party A hereby leases to Party B for office purpose Rooms 1101 and 1102 (area
3,111.88m2 but subject to the real property certificate) of Building B, United
Tower, No.2, Zijinhua Road, Hangzhou (the “Premises”). The floor plan of the Premises is
attached hereto.






			
	Article 3	 	Lease term, rent and payment






	1.	 	The lease term hereunder is two years beginning on May 15, 2010 and ending on May 14, 2012.
	 
	2.	 	The rent (including tax) is RMB2.81/square meter/day.
	 
	3.	 	The rent shall be settled in Renminbi once every half year. The initial payment of rent,
which shall be made within one week after execution hereof, is RMB1,608,966.44 (in word:
Renminbi one million six hundred and eight thousand nine hundred sixty six point forty four)
and is for the rent for the period from May 15, 2010 to November 14, 2010 (184 days in total).
Party B shall not use the Premises before making the initial payment. Party B shall pay the
rent for the next




 









 






	 	 	half year at least one month before it begins and Party A shall within one week after receipt
of such rent provide Party B with a formal lease invoice, unless any special circumstance
renders it impossible to do so.
	 
	4.	 	Party B shall pay RMB262,331.00 (in words: Renminbi two hundred and sixty two thousand three
hundred and thirty one ONLY) (calculated based on the rent for 30 days (including tax)) on
April 14, 2010 to Party A as the deposit which will be refunded to Party B without interest
after the lease term hereunder expires or is terminated earlier, provided that Party B has
settled all related fees and expenses. Party A shall give Party B an individual receipt for
such deposit within three days after receipt thereof.
	 
	5.	 	Party B shall bear all the other related fees and expenses (e.g. property management fee,
power fee, water fee, etc) incurred thereby during the lease term.
	 
	6.	 	If the state adjusts the tax rate on leased premises during the lease term hereunder, the
rent shall also be accordingly adjusted.






			
	Article 4	 	Repair and use of the Premises






	1.	 	Party B shall reasonably use the Premises and its auxiliary facilities and shall immediately
repair or pay compensation for any damage caused to the Premises or any of its auxiliary
facilities by any improper use by Party B. If Party B plans to modify any internal
weight-bearing structure or decoration of the Premises or set up any equipment which may have
material impact on the structure of the Premises, Party B shall obtain prior written consent
from Party A to the corresponding schemes, including design, scope, process, materials, etc,
and permits from relevant government authorities before commencing construction. Unless
otherwise agreed between both parties, after the expiration of the lease term or if the lease
hereunder is terminated earlier due to any reason on the part of Party B, Party A shall have
the right to choose to exercise any one of the following rights:






	 	(1)	 	All the decorations attached to the Premises shall belong to Party A.
	 
	 	(2)	 	Demand Party B to remove decorations.
	 
	 	(3)	 	Charge Party B all the reasonable expenses actually incurred in removing decorations.






	2.	 	During the lease term, Party A shall guarantee the safety and rentable status of the Premises
and repair normal damage to or wear of the Premises. Party A is not responsible for repairing
the decorations made by Party B. In addition, Party B




 









 






	 	 	shall accept Party A’s supervision over the safety and fire
prevention of the Premises and duly conduct fire prevention
work of the Premises .






			
	Article 5	 	Transfer and sublease of the Premises






	1.	 	During the lease term hereunder, Party A shall have the right to transfer the Premises. After
such transfer, this Contract also applies to the new owner of the Premises and Party B.
	 
	2.	 	Without the prior written consent of Party A, Party B shall not sublease or sublet the
Premises, provided, Party B may sublease or sublet the Premises to Party B’s affiliates with
the condition that Party B provide with copies of Business License of the affiliate, documents
supporting the affiliation relationship and other documents.
	 
	3.	 	If Party A plans to sell the Premises, it shall give Party B written notice of two months in
advance and, under the same conditions, Party B shall have the right of first refusal.






			
	Article 6	 	Modification, rescission and termination






	1.	 	Both parties may modify or terminate this Contract through negotiation.
	 
	2.	 	Party B shall have the right to cancel this Contract if






	 	(1)	 	Party A fails to deliver the Premises or the Premises delivered fails to meet the
agreed conditions, thus materially affecting the use of the Premises; or
	 
	 	(2)	 	The quality of the Premises materially affects the use thereof.






	3.	 	During the lease term hereunder, Party A shall have the right to cancel this Contract and
repossess the Premises if Party B






	 	(1)	 	Subleases or sublets the Premises without the prior written consent of Party A; or
	 
	 	(2)	 	Modifies the weight-bearing structure of the Premises without the prior written
consent of Party A; or
	 
	 	(3)	 	Materially damages the Premises and fails to repair the damage within the
reasonable period of time requested by Party A; or




 









 






	 	(4)	 	Changes the use of Premises as agreed herein without the prior written consent of
Party A; or
	 
	 	(5)	 	Uses the Premises to store any dangerous goods or carry out any illegal activity;
or
	 
	 	(6)	 	Fails to pay various fees payable by Party B by the due time, which has caused any
material damages to Party A; or
	 
	 	(7)	 	Fails to pay the rent for two months or longer.






	4.	 	Upon expiration of the lease term hereunder, Party A shall have the right to repossess and
Party B shall duly surrender the leased Premises. If Party B intends to continue the lease, it
shall so notify Party A at least two months before the expiration of the lease term hereunder.
If Party A intends to lease the Premises after the expiration of the lease term hereunder,
Party B shall have the right of first refusal under the same conditions.
	 
	5.	 	This Contract will automatically terminate upon the expiration of the lease term hereunder.
	 
	6.	 	This Contract will terminate if its performance is rendered impossible by any force majeure
event and in such a case Party A shall refund the rent previously charged for the period for
which the Premises is not leased.






			
	Article 7	 	Acceptance inspection of delivery and surrender of the Premises






	1.	 	Party A shall guarantee that the leased Premises and its auxiliary facilities and equipment
are in normal and usable conditions.
	 
	2.	 	Both parties shall participate in acceptance inspection and raise dispute (if any) over
hardware facilities and equipment (including decorations, utensils etc) on the spot. If it is
difficult to make testing and determination on the spot, either party shall raise such dispute
within 10 days and Party A shall actively cooperate with Party B in correcting problems as
soon as possible.
	 
	3.	 	After the expiration of the lease term hereunder, Party B shall surrender the Premises and
its auxiliary facilities and equipment to Party A.
	 
	4.	 	Party B shall surrender the Premises and its auxiliary facilities and equipment to Party A in
a good condition, not leave any articles in or affect the normal use of the




 









 






	 	 	Premises. Party A is entitled to dispose of any articles
that are left without Party A’s consent.






			
	Article 8	 	Party A’s defaulting liabilities






	1.	 	If Party A fails to provide the Premises as agreed herein, it shall pay to Party B 50% of the
two years’ total rent hereunder as the liquidated damages and at the same time, Party B shall
have the right to unilaterally cancel this Contract and demand Party A to refund any and all
the fees and expenses (including but not limited to rent, deposit, etc) previously paid by
Party B to Party A.
	 
	2.	 	During the performance hereof, for every day past the due time for delivery of the Premises,
Party A, it shall exempt Party B of the rent for the day in question and pay Party B two day’s
rent as the liquidated damages. If Party A fails to deliver the Premises for more than one
month after the due time, it shall be regarded as unable to provide the Premises as agreed
herein, unless not due to any reason on the part of Party A.
	 
	3.	 	If Party A defaults, Party B shall have the right to choose to request specific performance
or rescission of hereof and at the same time Party A shall pay to Party B 50% of the two
years’ total rent hereunder as the liquidated damages. If Party B chooses to cancel this
Contract, Party A, in addition to pay the above-said liquidated damages, shall also refund the
rent for the unused period of the lease term and the deposit and compensate Party B for any
and all the economic losses sustained thereby (including but not limited to direct or indirect
economic losses, e.g. decoration and renovation fees, relocation fees, etc).






			
	Article 9	 	Party B’s defaulting liabilities






	1.	 	During the lease term hereunder, Party A shall have the right to terminate this Contract and
repossess the Premises and Party B shall pay to Party A 50% of the total rent for two years
hereunder as the liquidated damages and, if such liquidated damages are insufficient to cover
the losses suffered by Party A, compensate Party A for the difference, if Party B






	 	(1)	 	Subleases or sublets the Premises to any third party without the prior written
consent from Party A; or
	 
	 	(2)	 	Modifies the weight-bearing structure without the prior written consent of Party A
or causes material damage to the Premises; or
	 
	 	(3)	 	Changes the use of the Premises as agreed herein or carries out any illegal




 









 






	 	 	 	activity in the Premises; or
	 
	 	(4)	 	Fails to pay the rent for two months or longer.






	2.	 	During the lease term hereunder, if Party B fails to pay any fee by the due time, it shall
pay to Party A 1% of the overdue fee as the late fee for every day after the due time.
	 
	3.	 	During the lease term hereunder, if Party B surrenders the Premises earlier without the prior
consent of Party A, Party B shall pay to Party A 50% of the total rent for two years hereunder
as the liquidated damages. If such liquidated damages are insufficient to cover the losses
sustained by Party A as a result of such earlier termination, Party B shall be responsible for
compensating Party A for the difference.
	 
	4.	 	If Party B fails to pay any rent by the due time, for every day after the due time, it shall
pay two days’ rent to Party A as the late fee.
	 
	5.	 	Upon the expiration of the lease term hereunder, Party B shall surrender the Premises by the
specified time, failing which Party B shall pay to Party A a late fee equal to twice the
original daily rent for every day after the specified time and shall be responsible for
compensating Party A for all the losses sustained by Party A as a result of such past due
surrender.






			
	Article 10	 	Exemption of liabilities






	1.	 	Neither party shall be responsible to the other party for inability to continue performance
hereof or any loss caused by any force majeure event.
	 
	2.	 	Neither party shall be responsible to the other party for any loss as a result of demolishing
or reconstructing the Premises due to the state policy.
	 
	3.	 	If this Contract is terminated due to any of the above reasons, the rent shall be calculated
on the basis of the actual number of days of use. Party A shall pay the surplus to and claim
the difference from Party B.
	 
	4.	 	For the purposes hereof, force majeure refers to “any objective circumstance that is
unforeseeable, unavoidable and insurmountable”.




 









 












			
	Article 11	 	Dispute resolution




Any dispute arising out of or in connection with this Contract shall be resolved by both parties
through friendly negotiation or submitted for mediation. In case neither negotiation nor mediation
resolves the dispute, it shall be resolved by the means as set forth in Paragraph 1 below (only choose one means):





	1.	 	by submitting the dispute to Hangzhou Arbitration Commission for arbitration.
	 
	2.	 	By bringing a lawsuit before the people’s court of competent jurisdiction in accordance with
law.\.






			
	Article 12	 	Other matters agreed






	1.	 	Party A hereby agrees that a rent-free period for decoration granted to Party B hereunder
begins on April 15, 2010 ends on May 14, 2010 and that the rent will be accrued on and after
May 15, 2010.
	 
	2.	 	During the lease term hereunder, if Party A duly and legally obtains the real property right
certificate, land use certificate and title deed and successfully enters into with Party B the
purchase and sale contract for the Premises and upon the transfer of such property right
certificate, land use certificate and title deed to Party B, this Contract will be
automatically terminated. The expenses incurred during the time prior to such termination will
be settled according to the actual use.
	 
	3.	 	Party A shall provide Party B all the documents necessary for Party B to obtain relevant
certificates (including the business license).
	 
	4.	 	Party A hereby agrees that Party B may remove the suspended ceilings and door walls during
decoration and that, after the expiration hereof, all the decorations shall be removed at the
request of Party A, except that the suspended ceilings may not be restored.
	 
	5.	 	It is agreed by both parties that Party A shall deliver the Premises together with the keys
to Party B on April 14, 2010 and complete all the relevant settlement formalities for relevant
fees on the same day.
	 
	6.	 	Rent Payment Account Number:
	 
	 	 	Name: Xiaoming Wu
	 
	 	 	Account Number:




 









 






	 	 	Opening Bank: ICBC Hangzhou Huansha Sub-branch




Article 13 This Contract will take effect upon signing or stamping by both parties. This Contract
and its attachments are made in duplicate, one copy for each of Party A and Party B. Both copies
have the same legal force and effect.




	 	 	 	 	 	 	 

	Lessor:

	 	Xiaoming Wu, Yuhong Wang
	 	Lessee:
	 	Hangzhou Sky Network
Technologies Co., Ltd.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	[seal: Hangzhou Sky
Network Technologies
Co., Ltd.]






	 	 	 	 	 

	Representatives:

	 	/s/ Xiaoming Wu,
	 	Representative:
	 
	 	 	 	 
	 

	 	/s/ Yuhong Wang	 	 
	 
	 	 	 	 
	Date: April 17, 2010	 	Date: