Execution
Version

       

    

    MARKETING
SERVICE GREEMENT

    


    This
Marketing Services Agreement (the "Agreement")
is entered into as of June 1, 2008 by and among the following
parties:

    


    
      	
              (a)

            	
              Beijing
      Hongteng Lianguang Advertising Co., Ltd. (北京鸿腾联广广告有限公司),
      a PRC company limited by shares ( “Party
      A”); and

            


    

    
      	
              (b)

            	
              Tianjin
      Yinse Lingdong Advertising Co., Ltd. (天津音色灵动广告有限公司)
      , a PRC company limited by shares (“Party
      B”).

            


    

    


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

    


    WHEREAS,

    
      	
              (1)

            	
              Party
      A, a domestic enterprise registered under the PRC laws, own various human
      resource with extensive experience and technologies in advertising
      marketing, customer support, technical, operational, business consulting
      and services.

            


    

    
      	
              (2)

            	
              Party
      B, a domestic company registered under the PRC laws, is engaging in
      advertising services.

            


    

    
      	
              (3)

            	
              Party
      B intend to retain Party A as the service provider to provide the
      above-mentioned services in connection with the advertising business and
      Party A agree to provide such services pursuant to the terms and
      conditions herein.

            


    

    


    NOW THEREFORE, the Parties
have reached the following agreements based on the principle of equal and mutual
benefit:

    


    
      	
              1. 

            	
              SERVICES

            


    

    During
the term of this Agreement and on the terms and conditions contained in this
Agreement, Party A, as Party B’s service provider, agrees to render the
following services to Party B (the “Services”).:

    
      	
              (1)

            	
              marketing
      consulting service;

            


    

    
      	
              (2)

            	
              design
      and execution of marketing development strategy, including, without
      limitation, organizing sales force and providing marketing support, client
      development as well as public relationship
  management;

            


    

    
      	
              (3)

            	
              advertisement
      production;

            


    

    
      	
              (4)

            	
              personnel
      secondment to meet human resource need of Party B on a temporary or
      fixed-term basis; and

            


    

    
      	
              (5)

            	
              Any
      other services related to the business of Party B as reasonably requested
      by Party B and agreed by Party A from time to
  time.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

      
        

      

    

     

    
      	
              2. 

            	
              PAYMENT
      FOR THE SERVICES

            


    

    The fee
for the Services is RMB105,000 per month and 15% of the sales revenue that
actually received by Party B in such month (the “Service
Fee”). The relevant Service Fee shall be payable on or prior to the 15th
calendar day of each month. Party A may inspect the accounting materials of
Party B to verify the actual sales revenue, Party B shall actively Party A in
this regard.

    


    If the
Parties have any dispute over the above-mentioned Service Fee, the Parties shall
jointly check the accounts within 3 months following the dispute in order to
resolve it through friendly consultation.

    


    
      	
              3. 

            	
              DUTIES
      OF PARTIES

            


    

    
      	
              (1)

            	
              During
      the term of this Agreement, Party A agrees to provide the Services in due
      course and pursuant to the terms and conditions of this
      Agreement.

            


    

    
      	
              (2)

            	
              Party
      A agrees to bear all the cost associated with the provision of the
      Services.

            


    

    
      	
              (3)

            	
              Party
      A shall maintain sufficient experienced personnel to adequately meet the
      reasonable request of Party B on the Services from time to
      time.

            


    

    
      	
              (4)

            	
              Party
      B agrees to make all payments to Party A in due course pursuant to the
      terms and conditions of this
Agreement.

            


    

    


    
      	
              4. 

            	
              INDEMNITY

            


    

    The Party
shall indemnify and hold harmless the other Party from and against any loss,
damage, obligation and cost arising out of this Agreement due to the breach of
this Agreement by such Party.

    


    
      	
              5. 

            	
              EFFECTIVE
      DATE AND TERM

            


    

    This
Agreement shall be executed and come into effect as of the date first set forth
above. The term of this Agreement is from April 1, 2008 to September 30,
2008.

    


    
      	
              6. 

            	
              SETTLEMENT
      OF DISPUTES

            


    

    
      	
              (1)

            	
              Any
      dispute, controversy or claim arising out of or relating to this
      Agreement, or the interpretation, breach, termination or validity hereof
      shall be resolved through consultation. Such consultation shall begin
      immediately after one Party hereto has delivered to the other Parties
      hereto a written request for such consultation. If the dispute cannot be
      resolved within thirty (30) days following the date on which such notice
      is given, the dispute shall be submitted to arbitration upon the request
      of either Party with notice to the
other.

            


    

    
      	
              (2)

            	
              All
      disputes arising out of or in connection with this Agreement shall be
      submitted to the China International Economic and Trade Arbitration
      Commission (the “CIETAC”)
      for arbitration in Beijing, which shall be conducted in accordance with
      CIETAC’s arbitration rules then in effect. The language of the arbitration
      shall be in Chinese. The arbitration award shall be final and binding upon
      the Parties and shall be enforceable in accordance with its
      terms.

            


    

    
      	
              (3)

            	
              During
      the period when a dispute is being resolved, the Parties shall in all
      other respects continue their performance of this Agreement other than the
      matter(s) in dispute.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

      
        

      

    

     

    
      	
              7. 

            	
              NO
      ASSIGNMENT

            


    

    Neither
of the Parties may assign any of its rights or obligations under this Agreement
to any party without the prior written consent of the other Party.

    


    
      	
              8. 

            	
              GOVERNING
      LAW

            


    

    This
Agreement shall be governed by and construed in accordance with the PRC
laws.

    


    
      	
              9. 

            	
              NO
      THIRD PARTY BENEFICIARY

            


    

    This
agreement shall only be binding upon the Parties hereto and their respective
permitted successors and transferees, without giving any beneficiary right to
any third party.

     

    
      	
              10. 

            	
              HEADINGS

            


    

    The
captions, titles and headings included in this Agreement are for convenience
only, and do not affect this Agreement’s construction or
interpretation.

    


    [SIGNATURE
PAGES FOLLOW]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      

    

     

    IN
WITNESS THEREOF, the Parties hereto have caused this Agreement to be duly
executed on their behalf by a duly authorized representative as of the date
first set forth above.

    


    BEIJING
HONGTENG LIANGUANG ADVERTISING CO., LTD.

    (chop)

    Signature:
/S/ JU
BAOCHUN                          
                                                

    Name: JU
BAOCHUN (巨宝春)

    Title:
LEGAL REPRESENTATIVE

    


    


    


    TIANJIN
YINSE LINGDONG ADVERTISING CO., LTD.

    (chop)

    Signature:
/S/ JU
BAOCHUN                             

    Name: JU
BAOCHUN (巨宝春)

    Title:
LEGAL REPRESENTATIVE

     

     

    
      
        [THE SIGNATURE PAGE OF THE MARKETING SERVICE
AGREEMENT]