Unassociated Document


    Exhibit
      10.1

    No.
      C-06-08-16

    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 300 sets kiosks shall be RMB12,000,000.00Yuan( In words: Twelve
      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 August 16th,
      2006 to
      August 15th,
      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 activities shall not affect 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, but shall not
      influence Party B’s operation. 

    


    2.
      Party B’s Obligation and Rights:

    2.1
      Party
      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 advertisement. 

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

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

    tally
      with Party A’s requirements; 

    2.4
      Party
      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 300 kiosks prior to August 31st,
      2006.


    


    Clause
      Five: Deposit and Rental Payment

    1.
      Deposit Payment:
      Party A
      shall pay for the deposit of 300 sets of kiosks with the total amount of RMB6,
      000,000.00Yuan (In Words: Six Million Yuan) 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 with the amount of RMB6, 000,000.00Yuan to Party
      B
      ahead of Aug 31st,
      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 A 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. 

    


    Clause
      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

            
	 	 	 
	August 16th,
              2006