Unassociated Document


    Cooperation
Agreement (“Agreement”)

    


    Party A:
Beijing Atis Advertising Co., Ltd.

    No. of
Business License: 1101052951786

    Issuing
Authority: Beijing Administration for Industry and Commerce

    Registered
Address:

    Post
Code:

    Legal
Representative: Liu Junli

    Tel.:
6806 6668

    Authorized
Representative: Zhao Xiaolin

    Tel.:
6806 6668

    Bank:
Agricultural Bank of China, Beijing Yuetan Tower Office

    Account
No.: 11020601040006554

    


    Party B:
Beijing Yinse Lingdong Advertising Co., Ltd.

    No. of
Business License: 1101022933270

    Issuing
Authority: Beijing Administration for Industry and Commerce

    Registered
Address: Room624, Gehua Building, No.1 Qinglong Hutong, Dongcheng District,
Beijing

    Post
Code: 100007

    Legal
Representative: Xue Wei

    Tel.:
8418 7118

    Authorized
Representative: Xue Wei

    Tel.:
8418 7118

    Bank:
Bank of China, Beijing Branch, Pinganli Sub-branch

    Account
No.: 801019957608091001

    


    Party A
and Party B shall be referred to herein collectively as the “Parties” and each individually
as a “Party”.

    


    Party A
and Party B enter into the following agreements through friendly negotiation
with respect to the regional advertising agency cooperation on Music Radio
channel of China National Radio (the “CNR”).

    


    
      	
              1.  

            	
              Operation
      Qualification

            


    

    Party A
has obtained exclusive national advertising agency rights on Music Radio channel
of CNR from Beijing Yangguang Zhiku Advertising Co., Ltd.

    Party B
is a duly qualified advertising company with capacity for advertising agency,
advertising design and radio advertising production. Party B participates in
annual inspection on a timely basis and has good faith and credit.

    


    
      	
              2.  

            	
              Cooperation
      Project

            


    

    Party A
hereby grants Party B with exclusive regional advertising agency rights on Music
Radio channel of CNR within the designated city, i.e. Xi’an, under this
Agreement.

    Regional
Advertising means the advertising broadcasted within a designated city during
the programs of Music Radio channel of CNR.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              3.  

            	
              Scope
      of Agency, Contract Price and
Deposit

            


    

    Party A
hereby authorizes Party B as the exclusive regional advertising agent on
FM95.5MHz, the frequency of Music Radio channel of CNR in Xi’an.

    


    Party B
acknowledges the cooperation content provided by Party A and the current status
of the transmission and signal coverage of Music Radio channel in Xi’an, and
agrees to acquire the exclusive advertising agency rights on FM95.5MHz of Music
Radio channel for a contract price (the “Contract Price”) as
follows:

    The
Contract Price for the first year shall be RMB590,5835, while the Contract Price
for the second year shall be RMB1,100,000.

    


    The
Contract Price for each year shall be paid by Party B to Party A in equal
monthly installments, payable on the 25th day of
the preceding month. Where the 25th day
falls on a legal holiday, the working day immediately prior to the 25th day
shall be the date for Party B to make such payment.

    


    Within 5
days after the execution of this Agreement, Party B shall pay Party A RMB256,667
as deposit (the “Deposit”), evidencing Party
B’s good faith performance. Where this Agreement is duly and fully performed,
the Deposit shall be used as payment of the last portion of the Contract Price
and the installment of the preceding month. Upon receipt of the Deposit within
the said period, Party A agrees to permit Party B to commence its market
operation, where Party B shall use its best efforts to improve the local signal
coverage. During the performance of this Agreement, Party B may not claim
economic indemnification, price reduction or any other similar demand against
Party A on the basis of signal transmission problems.

    


    
      	
              4.  

            	
              Term
      of Agency

            


    

    The term
of Party B’s exclusive agency rights granted by Party A commences at 00:00 am on
June 16, 2009 and ends at 12:00 pm on December 31, 2010. (The Parties hereby
acknowledge that the execution date may, due to certain technical issues, be
later than the effective date of this Agreement.)

    


    
      	
              5.  

            	
              Advertising
      Time Slot

            


    

    The
exclusive advertising agency time slot granted by Party A to Party B shall be a
three-minute time period from 56’30’’ to 59’30’’ of every hour during the
program broadcast of Music Radio channel of CNR. The aggregate daily advertising
time is 54 minutes. (There’s no program broadcast from 13:30 to 17:00 in each
Tuesday afternoon for maintenance purposes.)

    


    
      	
              6.  

            	
              Advertising
      Content and Examination

            


    

    Before
Party B, as the regional advertising agent, agrees to take any advertising task,
it shall fully examine the advertising contents (including finished advertising
products, manuscripts for recording, related certificates of the clients, etc.),
and refuse to take or act as agent for any clients and their advertising task
which is in violation of advertising laws. Party A shall deliver the materials
provided by Party B to the Advertising Administration Department of CNR for
examination, which may be broadcasted upon approval, while any advertising
manuscripts and finished advertising products fail to pass the examination may
not be arranged for broadcast. Party B shall change or suspend any broadcast of
advertising once it’s been found untruthful, and immediately suspend the
broadcast of any advertising which is prohibited by national advertising
administration department or complained heavily by audience.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
Advertising Administration Department of CNR reserves the final examination,
determination and interpretation rights on the advertising
broadcasted.

    


    Party B
shall, pursuant to the supplement agreement with respect to advertising
production and broadcast between the Parties, timely deliver relevant
broadcasting certificates, manuscripts and qualified audio
products.

    


    
      	
              7.  

            	
              Monitor and Detection
      (currently of
non-performance)

            


    

    To ensure
the consistent judgment of both Parties on projected signals and broadcasted
contents, Party A shall provide Party B with detection software so that Party A
and Party B can jointly record and save the broadcasted contents for certain
period for inspection purposes (Basically, such period shall not exceed 1
month).

    


    Party B
shall be equipped with computers (with automatic turn-on and turn-off function,
audio card, etc.), internet channels, radiogram and other auxiliary inspection
equipment. Party B shall turn on the computer on schedule. During the all-day
broadcast of programs, detection software will record local advertising content
broadcasted at any given moment and automatically deliver such records to Party
A’s server. The server of Party A in Beijing will automatically save such
records for inspection purposes.

    


    Party B
shall pay RMB5,000 to Party A as the one-time fee for using the detection
software.

    


    
      	
              8.  

            	
              Local
      Broadcast Signals and Related
Maintenance

            


    

    The local
signal status as of the date hereof (referring to the coverage effect of the
broadcast projected by local launcher) is a key reference for Contract Price.
Party B shall maintain good cooperation relationships with local rebroadcast
station and use its best efforts to maintain the good quality of local signals,
Party A shall provide assistance as necessary. Request to further improve or
strengthen local signals shall not be regarded as the precondition for amendment
and performance of this Agreement.

    


    
      	
              9.  

            	
              Rights
      and Obligations

            


    

    
      	 	
              Party
      A shall, pursuant to schedule agreed upon by both Parties, undertake the
      delivery of advertisings for examination and coordinate the broadcast of
      advertisings.

            


    

    
      	 	
              During
      the term of this Agreement, Party A shall be responsible for the
      coordination of technical transmission from Beijing to the designated
      area.

            


    

    
      	 	
              Party
      A shall be responsible for the expense incurred by technical transmission
      and advertising broadcast from
Beijing.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              Where
      Party B fails to pay monthly Contract Price on time, Party A may deduct
      such monthly Contract Price from the Deposit. Party A may unilaterally
      terminate this Agreement in case of Party B’s breach of Article 3
      (Contract Price), Section 5 of Article 9 (Advertising Fine) of this
      Agreement.

            


    

    
      	 	
              Party
      B shall indemnify any loss incurred by Party A where (i) any
      administrative fine is imposed on Party A due to Party B’s illegal
      operation and fault; and (ii) Party A is required to make compensation due
      to a third party claim.

            


    

    
      	 	
              Party
      B may, based on the local market conditions, determine the regional
      advertising prices and operation
policy.

            


    

    All the
expense incurred from Party B’s regional advertising operation and agency,
including but not limited to brand promotion, marketing publicity and operation,
shall solely be born by Party B.

    Party B
shall consciously maintain the continuity and consistency of the brand and style
of regional advertising and Music Radio channel.

    
      	 	
              Party
      B shall deliver Party A the legal advertising broadcast certificate,
      advertising manuscript and audio products suitable for broadcast according
      to the supplement agreement.

            


    

    
      	 	
              Party
      B shall pay the Contract Price and the Deposit on time. Where the Deposit
      is insufficient, Party B shall make up for the Deposit within 5
      days.

            


    

    
      	 	
              Where
      Party B has fully performed this Agreement in good faith, Party B shall
      have the right of first refusal to extend this Agreement under equal
      conditions.

            


    

    Where
Party A beaches any of Article 3 (Agreement on Exclusive Agency), Article 5
(Advertising Time Slot) or Sections 2 and 3 (Obligations of Party A) of Article
9, Party B is entitled to unilaterally terminate this Agreement.

    
      	 	
              Each
      Party shall bear its own tax liability with respect to their respective
      revenues.

            


    

    
      	 	
              The
      Parties shall keep the business secrets strictly confidential and shall be
      refrained form disclosing the cooperation herein to any third party
      without the consent of the other Party. Contract Price, clients,
      advertising placement, advertising broadcast techniques and other items
      deemed by the Parties as confidential information shall be kept
      confidential.

            


    

    
      	 	
              The
      Parties shall execute a supplement agreement to further specify issues
      such as advertising examination, manuscript amendment and
      broadcast.

            


    

    


    
      	
              10.  

            	
              Default
      and Remedy

            


    

    
      	 	
              Where
      this Agreement is terminated by Party B with advance notice less than a
      month, Party A may deduct 10% of the Deposit for any day in short and
      reserves the right to seek additional
  indemnification.

            


    

    
      	 	
              Where
      Party B fails to pay monthly Contract Price on time, Party A shall demand
      the payment in writing or by phone. If Party A fails to receive such
      monthly Contract Price within 3 days after such demand, Party A may
      immediately suspend the advertising till the receipt of such monthly
      Contract Price. Party A may deduct the daily Contract Price (calculated as
      the monthly Contract Price divided by 30) from the Deposit for any
      unsuspended advertising. Party A reserve the right to seek indemnification
      in addition to the deduction of the
Deposit.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              Party
      A will not arrange for re-broadcast of any suspended advertising due to
      Party B’s failure to pay the monthly Contract Price on time. Party B shall
      bear all the consequences and losses incurred therefrom (including but not
      limited to losses suffered by the
clients).

            


    

    
      	 	
              Where
      the advertisings are delayed for broadcast due to the following
      reasons:(i) the
      content of Party B’s manuscript is not qualified; (ii) the certificate
      document is incomplete; (iii) the audio products does not meet the
      broadcast standard; or (iv) the above said documents has not been
      delivered to Party A on time, Party B shall bear all the consequence
      therefrom.

            


    

    
      	 	
              Where,
      due to the satellite transmission or certain internal technical problems
      of CNR, no advertisings have been broadcasted on any given day or days,
      Party B shall be exempted from the amount of the daily Contract Price
      times the number of days when no broadcast has been made. In case of
      failure to restore the advertising broadcast within 10 days, the amount of
      the daily Contract Price times 15 shall be exempted. In case of failure to
      restore the advertising broadcast within 15 days, the monthly Contract
      Price shall be exempted. The exempted Contract Price shall be deducted
      from the following monthly Contract
Price.

            


    

    
      	 	
              Where
      the advertising broadcast results in a third party claim or a fine imposed
      by administration for industry and commerce, Party B shall seek
      indemnification against the advertising client to collect the fine or
      compensation, and bear all liability in case of failure to collect,
      including, without limitation, to compensate the third party claim,
      damage, compensation as well as fines imposed by the administration for
      industry and commerce.

            


    

    
      	 	
              This
      Agreement is executed by the Parties on the basis of the packaged sale of
      exclusive rights for each year, thus, no monthly Contract Price shall be
      exempted due to the failure to broadcast certain portion of any given
      advertisings due to technical
problems.

            


    

    


    
      	
              11.  

            	
              Termination

            


    

    
      	 	
              Where
      continuous performance of this Agreement is rendered impossible due to
      force majeure, the Parties may terminate this Agreement through friendly
      consultation.

            


    

    
      	 	
              Where
      continuous performance of this Agreement is rendered impossible due to
      CNR’ s internal reason, signal transmission or change of national
      policies, Party A may terminate this Agreement through a written notice
      delivered to Party B at least 10 days in
  advance.

            


    

    
      	 	
              Where
      continuous performance of this Agreement is rendered impossible due to
      Party B’s reason, Party B shall notify Party A at least one month in
      advance and settle the fees payable with Party
  A.

            


    

    
      	 	
              Where
      failure to broadcast advertising for more than one month or to regularly
      broadcast for more than two months due to signal transmission or CNR’ s
      internal reason, Party B may demand the termination of this
      Agreement.

            


    

    
      	 	
              Where
      Pary B delays payment of Contract Price for more than 30 days without
      Party A’s written consent, Party A may treat such delay as Party B’s
      intention not to further perform this Agreement and take the Deposit as
      the liquidated damages. Party A may unilaterally terminate this Agreement
      and reserve the right to seek addition indemnification against Party
      B.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              12.  

            	
              Dispute
      Resolution and Governing Law

            


    

    
      	 	
              The
      execution, effectiveness, performance, interpretation and dispute
      resolution of this Agreement shall be governed by current effective laws
      and regulations of PRC.

            


    

    
      	 	
              During
      the term of this Agreement, the Parties shall, in good faith and through
      friendly consultation, deal with any issues not covered in this
      Agreement.

            


    

    
      	 	
              During
      the term of this Agreement, any dispute arising herefrom shall be resolved
      through consultation first. If the dispute cannot be resolved through
      consultation, any Party may initiate a legal proceeding before the
      people’s court located in its residence for
  resolution.

            


    

    


    
      	
              13.  

            	
              Notice
      and Communication

            


    

    According
to this Agreement, any important information, such as amendment to this
Agreement or delay of Contract Price Payment, shall be notified in writing by
courier, mail or fax (if by fax, confirmation requirement should also be
included in the notice).

    


    Notice or
other communication shall be deemed to have been effectively served according to
the following measures:

    (1) Where
by courier, notice or communication shall be deemed to have been effectively
served upon personal delivery;

    (2) Where
by mail, notice or communication shall be deemed to have been effectively served
on the seventh day after the delivery of postage-paid registered mail (subject
to the postmark);

    (3)Where
by fax, notice or communication shall be deemed to have been effectively served
on the immediately succeeding working day after the fax with confirmation
requirement is sent.

    


    All
notices and communication shall be sent to the mailing address as set forth on
the first page of this Agreement. Each Party may change such mailing address at
any moment by written notice to the other Party as specified in this
Article.

    


    
      	
              14.  

            	
              Miscellaneous

            


    

    
      	 	
              Where
      the Parties need to execute any supplement agreement, such agreement shall
      take effect upon execution and have same legal effect as this
      Agreement.

            


    

    
      	 	
              Unless
      otherwise provided, a “day” means a working day and a “month” means a
      calendar month (calculated as 30 days). Where any date agreed upon by the
      Parties falls on a legal holiday or Golden Week holiday, relevant issues
      will only come into effect subsequent to the date agreed upon by the
      Parties.

            


    

    
      	 	
              Each
      Party shall stamp the corporate seal as well as a paging seal to this
      Agreement.

            


    

    
      	 	
              This
      Agreement shall be executed in two counterparts with each Party holding
      one.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Party A:
Beijing Atis Advertising Co., Ltd.

    Authorized
Signature:

    


    


    Party B:
Beijing Yinse Lingdong Advertising Co., Ltd.

    Authorized
Signature: