Unassociated Document


    Exhibit
      10.3

    


    No.
      C-06-09-10

    Cooperation
      Agreement 

    


    Party
      A:
      Shaanxi Jialong Hi-Tech Industrial Co., Ltd

     

    Party
      B:
      Shaanxi Shengtang Chuangyi Advertising & Consulting Co., Ltd

     

    According
      to the Contract
      Law of the People’s Republic of China,
      and on
      the principal of integrity operation and mutual beneficial, this agreement
      on
      the digital information kiosk is constituted through Party A and Party B’s
      friendly negotiation.

     

    


    Clause
      One. Entity Qualifications of the Parties 

    Party
      A:
      Shaanxi Jialong High-tech Industrial Inc., registered in Sub-No. 6 South Section
      of Taibai Road, Xi’an City, Shaanxi Province by legal representative Zhang
      Jianjun, owning the Corporation Business License number with 6100001011146
      issued by Shaanxi Industrial and Commercials Administrative Bureau, is a
      lawfully established enterprise.

    Party
      B:
Shaanxi
      Shengtang Chuangyi Advertising & Consulting Co., Ltd, registered
      in Block L 21st Floor Millennium Star Mansion No. 88 Western Part of 2nd South
      Ring Road Xi’an City, Shaanxi Province by legal representative Jia Tao, owning
      the Corporation Business License number with 6100002072096 issued by Shaanxi
      Industrial and Commercials Administrative Bureau, is a lawfully established
      enterprise.

    


    Clause
      Two: Cooperation Object and Mode:

    1.
      Cooperation Object: Party B shall be responsible for carrying out market
      exploration in the cooperation area; and Party A shall decide the concrete
      location of the digital information kiosk. Party B has the right to use the
      partial space of the kiosk to run other business, like sales of newspapers,
      magazines and public telephone service; and Party A shall install downloading
      machines in the certain space of the kiosk and run relevant business.


    2.
      Cooperation Mode: The deposit of each digital information kiosk is
      RMB40,000.00Yuan, and then the deposits of 400 sets kiosks shall be
      RMB16,000,000.00Yuan( In words: Sixteen Million Yuan only). Party A and Party
      B
      shall bear 50% of the deposits respectively. Party A shall pay for the rental
      of
      kiosks to Party B to assure the normal operation of the downloading machines
      in
      the kiosks

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Clause
      Three: Cooperation Area 

    Northwest
      Region of P.R. China (Shaanxi, Ningxia, Gansu, Qinghai and Xinjiang Uygur
      Autonomous Region)

    Cooperation
      Period: 5 Years (Commencing from September 10th,
      2006 to
      September 9th,
      2011)

    


    Clause
      Four: Obligations and Rights of Each Party 

    1.
      Party
      A’s Obligation and Rights

    1.1
      Party
      A has the right to decide the installment location of kiosks, and Party B shall
      not propose any objections;

    1.2
      Party
      A has the right to carry out advertising propaganda relying on the kiosks but
      with the limitation on Party A’s own business;

    1.3
      If
      Party B’s advertising business has some influence on Party A’s operation and
      whole advertising propaganda, Party A has the right to require Party B to change
      or withdraw it; 

    1.4
      Party
      A’s operation and propaganda activity shall not influence Party B’s normal
      operation;

    1.5
      Party
      A shall not forbid Party B’s advertising business on the condition that it would
      not influence Party A’s advertising business. 

    1.6
      Party
      A shall not use the kiosk to run other illegal business.

    1.7
      Party
      A shall pay fees to Party B according to the contract terms.

    1.8
      Party
      A shall be responsible for installing the downloading machine and shall not
      influence Party B’s operation. 

    


    2.
      Party B’s Obligation and Rights:

    2.1Party
      B has the right to decide its business scope and use the partial
      space

    of
      the
      kiosk to run advertising business but shall not influence Party A’s

    operation
      and advertising propaganda. 

    2.2Party
      B has the right to take all the expenses covered in the contract. 

    2.3Party
      B shall take charge of selecting and installing the kiosk but shall

    tally
      with Party A’s requirements; 

    2.4Party
      B shall be responsible for any disputes caused by the kiosk
      (exclusive

    of
      Party
      A’s operation and advertising activity)

    2.5
      Party
      B shall bear all electricity bills of the kiosk, and all administration fees
      and
      fines (except for Party A’s reason)

    2.6
      Party
      B shall guarantee the kiosk’s normal work, especially the downloading machine
      (except for Party A’s own reasons)

    2.7
      After
      the contract expires, if the two parties have no willing to cooperate any more,
      Party B shall refund all deposit one time to Party A within 5 days before the
      contract expires

    2.8
      Party
      B shall assure to install 400 kiosks prior to September 30th,
      2006.


    


    Clause
      Five: Deposit and Rental Payment

    1.
      Deposit Payment: Party A shall pay for the deposit of 400 sets of kiosks with
      the total amount of RMB8, 000,000.00Yuan (In Words: Eight Million Yuan only)
      at
      the unit price of RMB20, 000.00Yuan per kiosk according to the Item 2 of Clause
      Two of the contract. Party A shall pay the deposit money with the amount of
      RMB8, 000,000.00Yuan to Party B ahead of Sep 30th,
      2006.


    2.
      Rental
      Payment: The rental of each kiosk is RMB500.00Yuan. Party A shall pay for the
      previous month’s relevant rental before the fifth day of each month to Party B
      according to the actual rented days. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Clause
      Six: Responsible of Agreement Breaching 

    1.
      If
      Party ß
      fails to
      pay for the deposit and rental to Party B under the contract terms, as per
      day
      delay, it shall bear 0.01% of the deposit or 5% of the rental as daily overdue
      fine. 

    2.
      If
      Party B fails to install the kiosks according to the contract terms, as per
      day
      delay, it shall pay 0.01% of the deposit as
      liquidated damages. 

    3.
      If the
      kiosks can not normally work caused by Party B or its contract beaching
      activity, Party B shall bear all losses brought to Party A. 

    


    Clause
      Seven: Disputes Settlement 

    Any
      disputes occurred in the course of performing this agreement, shall be solved
      through two parties’ negotiation; if fails to do so, it shall be governed by the
      local court with the location of the signed place. 

    


    Claus
      Eight: Miscellaneous:

    This
      agreement shall be signed in Xi’an City, Shaanxi Province.

    Any
      uncovered matters shall be solved through a supplementary agreement signed
      by
      the two parties. The supplementary agreement shall enjoy the same legal force
      with this agreement. 

    This
      agreement is made in duplicate; and each party holds one. 

    This
      agreement shall be come into force since the signed date. 

    


    


    
      	Party A(Seal and Signature): 	 	Party B(Seal and
              Signature):  
	 	 	 
	Legal Representative
              (Signature):  	 	Legal Representative
              (Signature):  
	 	 	 
	
              Zhang
                Jianjun

            	 	
              Jia
                Tao

            
	 	 	 
	September 10th,
              2006