Exhibit 4.54 

 

**Exclusive Purchase Right Agreement**

 

Raytime Consultant Limited (hereinafter “Party A”) 

**Registered Address:**3rd Floor, Qwomar Complex, P.O. Box 765, Tortola, BritishVirgin Islands 

 

Raymond Huang (hereinafter “Party B”) 

**Identity No.:**11010819751101971X 

**Residence:**Room 2305,Guanzhuang Yangguanghuayuan International Mansion-D, Chaoyang District, Beijing 

 

Beijing Zhongming VIP Marketing Consultants Company Limited (hereinafter “Party C”) 

**Address:**Room 2301, West Zhubang 2000Business Center, Balizhuang Xili, Chaoyang District, Beijing 

**Legal Representative:** Huang Xiaojun 

 

**WHEREAS:**

 

1. Party A is a company registered and established in BVI Islands; Golden VIP Information Technology (Beijing) Co., Ltd. (hereinafter“Golden VIP”) is a wholly-owned company of Party A. Party B is a PRC resident; Party C is a limited liability company established and validly existing in accordance with PRC laws, and of which 75% equity interest in Party C is held byParty B; 

 

2. In light of the Credit and Debt Transfer Agreement signed betweenParty A, Golden VIP and Party B on February 5th 2005, Party B shall be assigned the debt of Golden VIP to Party A inamount of RMB750, 000. 

 

3. Party B is willing to grant Party A or a third partydesignated by Party A the subscription right for purchasing Party B’s equity interest in Party C. . 

 

NOW, THEREFORE, the parties to this agreement hereby agree on February 5, 2005 as follows: 

 

**Chapter One.*****Purchases and Sale of Equity Interest*******

 

1.1 *Authorizations*

 

Party B hereby irrevocably delivers to Party A, under the laws of the PRC, an irrevocable sole authority of, following the steps decided by Party A, and the pricespecified in 1.3 of this agreement, purchasing by Party A or by one or more persons designated by Party A (the “Designated Persons”) at any time from Party B of its all or part of the equity interest (“Purchase Right of EquityInterest”) of Party C. Besides Party A and the Designated Persons, any third party does not have such Purchase Right of Equity Interest. Party C hereby agrees the delivery of Purchase Right of Equity Interest from Party B to Party A. Asspecified in this and this agreement, the “person” has the meaning of a person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization. 

 

1.2 *Steps*

 

Upon and subject to the laws and regulations of PRC, Party A may send a written notice (the “Notice of Purchase of Equity Interest”) to Party B upon itsperformance of purchase to explain in detail the way of purchase (Purchased Equity Interest). 

 

1.3 *Purchase Price t*

 

Unless requested by the Chinese laws applicable to evaluation when Party A or its designated 

 

person exercise rights for purchasing equity interests, the price of the Purchased Equity Interest (“Purchase Price”) shall be RMB750, 000.

 

1.4 *Transfer of the Purchased Equity Interest* Every time upon PartyA’s performance of the Purchase Right of Equity Interest: 

 

(a) Party Bshall supervise and urge Party C to convene the shareholders meeting, and during the meeting, to pass the decision or resolution to transfer the equity interest from Party B to Party A and/or the Designated Persons; 

 

(b) Party B shall, upon the terms and conditions of this agreement and the Notice of Purchaseof Equity Interest, enter into Equity Interest Transfer Agreement with Party A (or, in applicable situation, the Designated Persons); and 

 

(c) The related parties shall execute all other requisite contracts, agreements or documents, acquire all requisite approval and consent of the government, and, withoutany security interest, perform all requisite action to transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Person, and to cause Party A and/or the Designated Person to be the registered owner of thePurchased Equity Interest. For this and this agreement, “Security Interest” has the meaning of security, mortgage, right or interest of the third party, any purchase right of equity interest, right of acquisition, priority purchase right,right of set-off, ownership detainment or other security arrangements. To further define the meaning, it does not include any security interest subject to this agreement or the equity interest pledge contract of Party B. As described in this andthis agreement, “the Equity Interest Pledge Agreement of Party B” has the meaning of the Equity Interest Pledge Agreement entered into by Golden VIP and Party B dated on February 5th 2005. According to the Equity Interest Pledge Agreement, to secure Party B to perform the obligations subject to the Credit & Debt Pledge Agreement, PartyB pledges all its equity interest in Party C to Golden VIP. 

 

1.5 *Payment*

 

Whereas contemplated inthe Credit & Debt Transfer Agreement, any proceeds gained by Party B from the transfer of its equity interest in Party C shall be used as the repayment to its loan borrowed from Party A for termination of Credit and Debt Transfer Agreement.Therefore, except that other arrangement shall be made according to the prevailing applicable law at that time, upon the performance of the Purchase Right of Equity Interest by Party A or its designated person, the Purchase Price shall be used asthe repayment of debt from Party B to Party A arising from the debt and set off the debt of Party B. Party A or its designated person does not need to pay the Purchase Price of the equity interest to Party B anymore. 

 

**Chapter Two*****Promises Relating Equity Interest*******

 

2.1 *Promises Relating Party C*

 

Party C hereby promise: 

 

(a) Without prior written consent by Party A, not, in any form, to complement, change or renew the articles of the association of Party C,to increase or decrease registered capital of the corporation, or to change the structure of the registered capital in any other forms; 

 

(b) Following kind finance and business standard and tradition, to maintain the exist of the corporation, prudently and effectively operate business and process affairs;

 

(c) Without prior written consent by Party A, not, dated from the executiondate of this agreement, to sale, transfer, mortgage or dispose in any other form any assets, legitimate or beneficial interest of business or income of Party C, or to approve any other security interest set on it; 

 

(d) Without prior written notice by Party A, no debt shall take place, be inherited, be guaranteed, or be allowed toexist, with the exception of: (i) debt from normal or daily business but not from borrowing; and (ii) debt having been disclosed to Party A or having gained written consent from Party A; 

 

(e) To normally operate all business to maintain the asset value of Party C, without doing or otherwise any action that sufficiently affectsthe operation and asset value; 

 

(f) Without prior written consent by Party A,not to enter into any material contract, with the exception of the contract entered into during the normal business (as in this paragraph, a contract with a value more than a hundred thousand Yuan (RMB100,000) shall be deemed as a materialcontract); 

 

(g) Without prior written consent by Party A, not to provide loanor credit loan to anyone; 

 

(h) Upon the request of Party A, to provide alloperation and finance materials relevant to Party C; 

 

(i) Without prior writtenconsent by Party A, Party C shall not to merger or associate with any person, or purchase any Person or invest in any Person; 

 

(j) To notify Party A immediately the occurrence or the probable occurrence of the litigation, arbitration or administrative procedure related to the assets, business andincome of Party C; 

 

(k) In order to keep the ownership of Party C to all itsassets, to execute all requisite or appropriate documents, do all requisite or appropriate action, and advance all requisite or appropriate accusation, or make requisite or appropriate plea for all claims; 

 

(l) Without prior written notice by Party A, not to assign stock interests to shareholders inany form, but upon the request of Party A, to assign all its assignable profits to their own shareholders; 

 

2.2 *Promises Relating Party B*

 

**Party B promises:**

 

(a) Without prior written consent by Party A, dated from the execution date of this agreement, not to sale, transfer, mortgage or dispose in any other form any legitimate or beneficial interest of equity interest, orto approve any other security interest set on it, with the exception of the pledge set on the equity interest of Party B subject to Equity Interest Pledge Agreement of Party B; 

 

(b) Without prior written notice by Party A, not to cause the Board of Shareholders commissioned by Party C not to approve or execute anyapproving document to, sale, transfer, mortgage or dispose in any other form any legitimate or beneficial interest of equity interest, or to approve any other security interest set on it, with the exception of such actions made to Party A or thedesignated person of Party A; 

 

(c) To cause the Board of Shareholderscommissioned by it not to approve or execute any approving document for Party C to, with no prior written notice by Party A, merger or associate with any person, or purchase any person or invest in any person; 

 

(d) To notify Party A the occurrence or the probable occurrence of the litigation,arbitration or administrative procedure related to the equity interest owned by it; 

 

(e) To cause the Board of Shareholders commissioned by it to vote to approve the transfer of the Purchased Equity Interest subject to this agreement; 

 

(f) In order to keep its ownership of the equity interest, to execute all requisite or appropriate documents, do allrequisite or appropriate action, and advance all requisite or appropriate accusation, or make requisite or appropriate plea for all claims; 

 

(g) Upon the request of Party A, to commission any person designated Party A to be the member of the board of directors of Party C; 

 

(h) Upon the request of Party A at any time, to immediately transfer its equity interest tothe representatives designated by Party A unconditionally and at any time, and abandon its prior purchase right of such equity interest transferring to another available shareholder; 

 

(i) To prudently comply with the terms and conditions of this agreement and other agreements entered into totally or respectively by GoldenVIP, Party B, Party C and Party A., to actually perform all obligations under these agreements, without any action or inaction that sufficiently affects the validity and enforceability of these agreements; 

 

2.3 *Promises Relating Party D*

 

Considering Party B has impawned the stockholder’s right of Party C, hold by Party B,to Party D. Party D agrees that in case Party A exercises the right of purchasing stockholder’s right during the validity period of Equity Interest Pledge Agreement, Party B shall transfer the stockholder’s right to Party A or otherappointed personnel in accordance with the agreement, the aforesaid transformation shall not be bound by the regulation that the transformation of Party B’s stockholder’s right shall be limited, in the Equity Interest Pledge Agreement.

 

3. *Representations and Warranties*

 

***Representations and Warranties of Party B and Party C***

 

Dated as of the execution date of this agreement and everytransferring date, ***Party B and Party C***hereby represents and warrants together and respectively to Party A as follows: 

 

(a) It has the power and ability to enter into and deliver this agreement, and any equity interest-transferring agreement (“Transferring Agreement”,respectively) having it as a party, for every single transfer of the purchased equity interest according to this Agreement, and to perform its power and rights of obligations under this agreement and any Transferring Agreement. Upon execution, thisagreement and the Transferring Agreements having it as a party constitute a legal, valid and binding obligation of it enforceable against it in accordance with its terms; 

 

(b) The execution, delivery of this agreement and any Transferring Agreement and performance of the obligations under this agreement and anyTransferring Agreement do not: (i) cause to violate any relevant laws of PRC; (ii) constitute a conflict with its articles of association or other organizational documents; (iii) cause to breach any contract or instruments to which it is a party orhaving binding obligation on it, or cause to breach any contract or instruments to which it is a party or having binding obligation on it; (iv) cause to violate relevant authorization of any consent or approval to it and/or any continuing validcondition; or (v) cause any consent or approval authorized to it to be suspended, removed, or into which other requests be added; 

 

(c) Party C bears the kind and sellable ownership of all assets. Party C does not set any security interest on the said assets; 

 

(d) Party C does not have any undischarged debt, with the exception of (i) debt from itsnormal business; and (ii) debt having been disclosed to Party A and having gained written consent from Party A; 

 

(e) Party C abides by all laws and regulations of P.R.C applicable to the purchase of assets; 

 

(f) No litigation, arbitration or administrative procedure relating to equity interest,assets of Party C or the corporation is underway or to be decided or to probably take place; and 

 

(g) It bears the kind and sellable ownership of its equity interest, it does not set any security interest on the said assets. 

 

4. *Effective Date*

 

This agreement shall be executed and established as of the date first set forth above by each party hereto, and come into effect as of the date of Party B’scompleting the change of 75% equity interest transferred to Party B from Party C. 

 

5. *Applicable Law and Dispute Resolution*

 

5.1 *Applicable Law*

 

The execution, validity, construing and performance of this agreement, and resolution of the disputes under this agreement, shall be in accordance with officiallypublished and publicly attainable protect and domination of laws (the following called “PRC laws”). Issues not regulated by the PRC laws shall apply international legal rules and conventions. 

 

5.2 *Dispute Resolution*

 

(a) Any dispute, tangle or claim arising from the agreement or relating with the agreement(including any issue relating with the existence, validity or termination of the agreement) should be submitted to China International Economic and Trade Arbitration Commission (the “Arbitration Commission”). Arbitration Commission shallconduct arbitration in accordance with the current effective rules of arbitration application. The arbitration award shall be final and binding upon both parties. 

 

(b) Arbitration place shall be Beijing, PRC. 

 

(c) Arbitration language shall be English. 

 

(d) The court of arbitration shall compose of three arbitrators. Both parties should respectively appoint an arbitrator, the chairman of the court of arbitration shall beappointed by both parties through consultation. In case both parties do not coincide in opinion of the person selected for the chief arbitrator within twenty days from the date of their respectively appoint a arbitrator, the director of ArbitrationCommission shall have right to appoint the chief arbitrator. The chief arbitrator shall not be Chinese citizen or United State citizen. 

 

(e) Both parties agreed that the court of arbitration established according to the regulation shall have right to provide actually performed relief on the propersituation according with PRC Law (including but not being limited to Law of Contract of the People’s Republic of China). For the avoidance of doubt, both parties further that any court having jurisdiction (including PRC Court) shall carry outthe arbitral award of actual performance issued by the court of arbitration. 

 

(f) Both parties agreed to conduct arbitration in accordance with this regulation, and irrepealably abstain the right to appeal, reexamine or prosecute to national court or other administration of justice in any form, and the preconditionshall be that the aforesaid waiver is effective. However the waiver of both parties does not include any post-arbitration injunction, post-arbitration distress warrant or other command issued by any court having jurisdiction (including PRC Court)for terminating the arbitration procedure or carrying out any arbitral award. 

 

6. *Taxes and Expenses*

 

Every party shall, according to laws of PRC, bear any and all transferring and registeringtaxes, costs and expenses for the preparation and execution of this Agreement and all Transferring Agreements, and those arising from or imposed on the party, to complete the transactions of this Agreement and all Transferring Agreements.

 

7. *Notices*

 

This agreement requests that notices or other communications sent by any party orcorporation shall be written in Chinese or English, and be delivered in person, by mail or telecopy to other parties at the following addresses or other specified addresses noticed by other parties to the party. The date deemed to be duly given ormade shall be confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) for notices delivered by mail, the tenth day of the delivery date of air certified mail with postageprepaid (as shown on stamp) or the fourth day of the delivery date to an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices by telecopy, the receipt date showed on the deliveryconfirming paper of the relevant document shall be deemed as having been duly given or made. 

 

8. *Confidentiality*

 

Both the parties admit and confirm any oral or written materials exchanged by the parties relating to this agreement are confidential. Both parties shall maintain thesecrecy and confidentiality of all such materials. Without written approval by the other party, the party shall not disclose to any third party any relevant materials, but with the exception of the following: (a) the public know or may know suchmaterials (but not disclosed by the party accepting the materials); (b) materials needed to be disclosed subject to ordinance or listing rules or precedents of stock exchange; or (c) any party necessarily discloses materials to its legal orfinancial consultant relating the transaction of this agreement, and this legal or financial consultant shall have the obligation of confidentiality similar to that set forth in this. The breach of the obligation of confidentiality by staff oremployed institution of any party shall be deemed as the breach of such obligation by that party, and by whom the liabilities for breach shall be bored. No matter this agreement may terminate by any reason, this shall continue in force and effect.

 

9. *Further Warranties*

 

The Parties to the agreement agree to promptly execute documents reasonably requisite to theperformance of the provisions and the aim of this agreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of this agreement or actions beneficial to it. 

 

10. *Miscellaneous*

 

10.1 *Amendment, Modification and Supplement*

 

Upon amendment, modification and supplement of this agreement shall be subjectto the written agreement executed by each party. 

 

10.2 *Observance of Laws and Regulations*

 

The parties of thecontract shall observe and make sure the operation of each party fully observe all laws and regulations of PRC officially published and publicly gainable. 

 

10.3 *Entire Contract*

 

Except the written amendment, supplement and modification of this agreement following thedate of execution, this agreement constitute the entire contract of the parties hereto with respect to the object hereof and supersedes all prior oral or written agreements, representation and contracts with respect to the object hereof. 

 

10.4 *Headings*

 

The headings contained in this agreement are for convenience of reading only and shall notaffect the interpretation, explanation or in any other way the meaning of the provisions of this agreement. 

 

10.5 *Language*

 

This agreement is executed in Chinese in quadruplication. 

 

10.6 *Severability*

 

If any one or more provisions of this agreement are judged as invalid, illegal or nonenforceable in any way according to any laws or regulations, the validity, legalityand enforceability of other provisions hereof shall not be affected or impaired in any way. All parties shall, through sincere consultation, urge to replace those invalid, illegal or nonenforceable provisions with valid ones, and from such validprovisions, similar economic effects shall be tried to reach as from those invalid, illegal or non-enforceable provisions. 

 

10.7 *Successor*

 

This Contract shall bind and benefit the successor of each party and the transferee allowed by each party. 

 

10.8 *Survival*

 

(a) Any obligation taking place or at term hereof prior to the end or termination ahead of the end of this agreement shall continue in forceand effect notwithstanding the occurrence of the end or termination ahead of the end of the agreement. 

 

(b) Item 5, Item 7 and Item 10.8 hereof shall continue in force and effect after the termination of this agreement. 

 

10.9 *Waiver*

 

Any party to this agreement may waive the terms and conditions of this agreement. Such waiver shall be valid only if set forth in an instrument in writing signed by theparty or parties to be bound thereby. Any waiver by a party to the breach hereof by other parties in certain situation shall not be construed as a waiver to any similar breach by other parties in other situation. 

 

(No text hereunder) 

 

IN WITNESS THEREFORE, the parties hereof have caused this agreement to be executed by their duly authorizedrepresentatives as of the date first written above. 

 

**Party A: RaytimeConsultant Limited**
**Signature of Authorized Representative:** 
/s/

**Party B:** Raymond Huang

**Signature:**
 
/s/

 

**Party C: Beijing Zhongming VIPMarketing Consultants Co., Ltd.**

**Official Seal:**
 
/s/

**Signature of Authorized Representative:**
 
/s/