Exhibit 4.51
 Dated the 31st day of December 2008
 Xinhua Finance Media Limited
 and
 Pariya Holdings Limited
 and
 K&L Gates
 
 ESCROW AGREEMENT




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ESCROW AGREEMENT
 THIS AGREEMENT
 BETWEEN:
 XINHUA FINANCE MEDIA LIMITED, a company incorporated in the Cayman Islands whose registered
office is located at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George
Town, Grand Cayman, Cayman Islands, British West Indies (XFM)
 AND:
 PARIYA HOLDINGS LIMITED, a company incorporated in the British Virgin Islands whose
registered office is located at P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands (Pariya)
 AND:
 K&L Gates, a solicitors firm located at 35th Floor, Two International Finance
Centre, 8 Finance Street, Central, Hong Kong (the Escrow Agent)
 WHEREAS:
 (A)
    
    Pursuant to the agreement (the Sale and Purchase Agreement) in respect of sale and purchase
of 85% of the issued share capital of Xinhua Finance Media (Convey) Limited (the Company)
entered into between Pariya and XFM dated 31 December 2008, XFM has agreed to sell 85% of the
issued share capital of the Company as of Closing to Pariya.(B)
    
    Subject to the terms of the Sale and Purchase Agreement and this Agreement, Pariya agrees to
place the Escrow Shares (as defined below) and the Escrow Amount (as defined below) with an
escrow agent.(C)
    
    XFM and Pariya have agreed to jointly appoint the Escrow Agent to hold the Escrow Documents
and the Escrow Amount issued pursuant to the Sale and Purchase Agreement upon and subject to
the terms and conditions of this Agreement.
 IT IS HEREBY AGREED:
 1.
    
    DEFINITIONS AND INTERPREATION1.1
    
    In this Agreement, all capitalized words and expressions shall have the same meanings as in
the Sale and Purchase Agreement unless otherwise defined herein.1.2
    
    In this Agreement, the following capitalized words and expressions shall have the meanings
set against them below unless the context otherwise requires:
 Business Day
    
    a day (other than Saturdays and days on which
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a tropic cyclone warning No. 8 or above or a
rainstorm warning signal is hoisted in Hong Kong
at any time between 9:00 a.m. and 5:00 p.m.) on
which banks in Hong Kong are generally open for
transactions of normal banking business;Escrow Amount
    
    means all dividends and all cash distributions or other payments arising
from redemption, capital reductions or other transactions to which holders of Escrow
Shares may be entitled in relation to the Escrow Shares from time to time during the
term of this Agreement together with any interest accrued thereon;Escrow Documents
    
    means the documents specified in the Schedule 1 in respect of the Escrow
Shares;Escrow Shares
    
    means 30% of the issued share capital of the Company as of Closing
registered in the name of Pariya and, thereafter, all stock dividend, additional
shares resulting from any share subdivision or other similar transaction in which
additional shares in the capital of the Company are distributed or transferred to the
holder of the Escrow Shares;Hong Kong
    
    means the Hong Kong Special Administrative Region of the Peoples
Republic of China;Parties
    
    means XFM, Pariya and the Escrow Agent and Party shall mean any one of them;Share Certificates
    
    means the share certificates issued to Pariya in the denomination of
the Escrow Shares; andUS$ or US Dollar
    
    means the lawful currency of the United States of America.
 1.2
    
    In this Agreement, including its Recitals, unless otherwise defined or unless the context or
subject matter otherwise requires, any reference to parties to this Agreement shall include
their respective permitted assignees and successors; any reference to Recitals and Clauses and
Schedules is a reference to the recitals and clauses and schedules of this Agreement; any
reference to a statutory provision shall include a reference to that provision as amended or
re-enacted from time to time; words and phases defined in the Companies Ordinance (Chapter 32
of the Laws of Hong Kong) shall have the same meanings in this Agreement unless they are
otherwise defined in this Agreement or unless the context or subject matter
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otherwise requires; headings are inserted for convenience only and shall be ignored in
construing this Agreement; the singular includes the plural and vice versa, words importing
gender or the neuter include both genders and the neuter; any reference to this Agreement
or any other agreement or document shall be construed as a reference to this Agreement or,
as the case may be, such other agreement or document as it may have been, or may be,
amended, varied, novated or supplemented.2.
    
    APPOINTMENT OF ESCROW AGENT2.1
    
    Pariya and XFM hereby jointly appoint the Escrow Agent, and the Escrow Agent hereby agrees to
act, as escrow agent on the terms and subject to the conditions of this Agreement.2.2
    
    The Escrow Agents fee to provide the service set out in this Agreement shall be US$1.2.3
    
    XFM shall bear and pay to the Escrow Agent all out-of-pocket expenses incurred in connection
with this Agreement.3.
    
    DEPOSIT AND RELEASE OF THE ESCROW DOCUMENTS AND THE ESCROW AMOUNT3.1
    
    Immediately upon Closing, Pariya shall deposit or shall procure the Company to deposit, as
the case may be, with the Escrow Agent the Escrow Documents.3.2
    
    Upon receipt of a written notice (in the form as set out in Schedule 2) from XFM and Pariya
requesting that the Escrow Documents together with the Escrow Amount (if any) be released to
Pariya in such notice, the Escrow Agent shall comply with the instructions contained in such
notice without further question or formality of any kind. The Escrow Agent shall not be
concerned to enquire the authenticity of the signature set out in such notice.3.3
    
    XFM hereby irrevocably and unconditionally undertakes to Pariya that it shall instruct the
Escrow Agent to:
 (a)
    
    release half of the Escrow Shares and, the Escrow Documents and Escrow Amount
in relation to such Escrow Shares to Pariya upon receipt by XFM or its solicitors of
the 2nd Instalment ;(b)
    
    release half of the Escrow Shares and the Escrow Documents and Escrow Amount
in relation to such Escrow Shares to Pariya upon receipt by XFM or its solicitors of
the 3rd Instalment; and(c)
    
    release the entire Escrow Shares, Escrow Documents and the Escrow Amount to
Pariya or its nominee as at closing of the Subsequent Disposal PROVIDED THAT the
2nd Instalment and the 3rd Instalment, if not due, will then become due and
payable immediately and the sum of US$20,000,000 shall be paid to XFM or the Escrow
Agent from the proceeds from such closing of the Subsequent Disposal,
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provided that Pariya has paid the 1st Instalment in full in accordance with the Sale
and Purchase Agreement. Despite the aforesaid, XFM hereby further undertakes to Pariya
that it shall instruct the Escrow Agent to allow the Subsequent Purchaser and/or its
advisers to inspect the Escrow Shares, Escrow Documents and the Escrow Amount within
reasonable time for due diligence purpose upon request of Pariya so as to facilitate the
implementation of the Subsequent Disposal.3.4
    
    In the event that the Escrow Agent shall fail to receive any written notice from XFM to
release the Escrow Documents and the Escrow Amount in accordance with Clause 3.2 within nine
(9) months from the date hereof, the Escrow Agent shall as soon as practicable release all
Escrow Documents and Escrow Amount (if any) to XFM and notify Pariya of the same before the
release takes place without further liability to XFM or Pariya or any other party.3.5
    
    In the event that the Company undergoes any share splits, consolidations, subdivisions or
otherwise undergo other form(s) of capital reorgnization (the Capital Reorganization) and
the Escrow Agent receives notice of the same from either the Company, XFM or Pariya, the
Escrow Agent shall release the Share Certificates to the Company for the reissue of
replacement share certificate(s) following such Capital Reorganization and Pariya undertakes
that it will procure the Company to issue such new share certificate(s) and transmit the same
to the Escrow Agent as soon as practicable to be held in accordance with the terms of this
Agreement.3.6
    
    Any disputes between Pariya and XFM shall be negotiated and settled directly between
themselves and the Escrow Agent shall not be required to become involved or decide upon in any
such dispute or to receive or forward any correspondence to or on behalf of any other party to
this Agreement except as otherwise provided under this Agreement, and the Escrow Agent shall
not dispose or, release or otherwise deal with the Escrow Documents and the Escrow Amount save
and except in accordance with this Agreement or any order of a court of competent jurisdiction
binding upon the Escrow Agent.3.7
    
    The obligation of the Escrow Agent shall be fully discharged upon release of the Escrow
Documents and the Escrow Amount in accordance with Clause 3.2, Clause 3.3 and Clause 3.4 (as
the case may be).3.8
    
    Pariya hereby covenants and undertakes to XFM that it shall not transfer, sell, dispose of or
otherwise deal with all or part of the Escrow Shares under escrow pursuant to the terms of
this Agreement unless consented to in writing by XFM, which consent shall not be unreasonably
withheld4.
    
    OBLIGATIONS OF THE ESCROW AGENTXFM and Pariya agree that:
 (a)
    
    the Escrow Agent shall not be under any duty to give the Escrow Documents and
the Escrow Amount held by it hereunder any greater degree of care than it gives to its
own similar property.
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(b)
    
    this Agreement expressly sets forth all the duties of the Escrow Agent with
respect to any and all matters pertinent hereto. No implied duties or obligations
shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall
not be bound by the provisions of any agreement among the other parties hereto except
this Agreement.(c)
    
    the Escrow Agent shall not be liable, for any loss, liability, claim, action,
damages or expense arising out of or in connection with its performance of or failure
to perform any of its obligations under this Agreement save for any gross negligence,
fault or wilful default on its part.(d)
    
    XFM and Pariya shall jointly and severally indemnify and hold harmless the
Escrow Agent from and against any and all losses, liabilities, claims, actions,
damages and expenses, including legal fees and disbursements, arising out of and in
connection with this Agreement.(e)
    
    the Escrow Agent shall not in any way be liable for any failure or delay in
carrying out any of its obligations under this Agreement directly or indirectly owing
to:
 (i)
    
    any causes or circumstances beyond its control including
(without limitation) orders of any court of competent jurisdiction or
governmental laws, delays, restrictions, revocations or typhoons; or(ii)
    
    any claims made or action taken in respect of all or any of
the interests in the Escrow Documents and the Escrow Amount by any third
party; or(iii)
    
    any instructions received in respect of the Escrow Documents
and the Escrow Amount or any of them being ambiguous or erroneous; or(iv)
    
    any delay caused as a result of the Escrow Agent seeking
advice in respect of any matter related to this Agreement.
 (f)
    
    the Escrow Agent shall be entitled to rely upon any order, judgement,
certification, demand, notice, instrument or other writing delivered to it hereunder
without being required to determine the authenticity or the correctness of any fact
stated therein or the propriety or validity or the service thereof. The Escrow Agent
may act in reliance upon any instrument or signature believed by it to be genuine and
may assume that any person purporting to give receipt or advice or make any statement
or execute any document in connection with the provisions hereof has been duly
authorised to do so.(h)
    
    the Escrow Agent may act pursuant to the advice of counsels or other
professional advisers with respect to any matter relating to this Agreement and shall
not be liable for any action taken or omitted in accordance with such advice, and may
pay such counsel reasonable compensation therefor.
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The Escrow Agent has acted as Hong Kong legal counsel to XFM in connection with the
Sale and Purchase Agreement and may continue to act in such capacity for XFM from
time to time, notwithstanding its duties as Escrow Agent hereunder.(i)
    
    the Escrow Agent shall not be under any obligation to take any action under
this Agreement which may involve it in any expense or expose it to any liability, the
payment of which expense or an indemnity in respect of which liability, is not in the
opinion of the Escrow Agent assured to it.(j)
    
    the Escrow Agent shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or delivering or purporting
to execute or deliver any documents or papers deposited or called for hereunder.(k)
    
    if the Escrow Agent reasonably requires other or further instruments in
connection with these instructions or obligations in respect hereto, the necessary
Parties shall join in furnishing such instruments.(l)
    
    should any dispute arise with respect to the delivery and/or ownership or
right of possession of the Escrow Documents held by the Escrow Agent hereunder, the
Escrow Agent is authorised and directed to retain the Escrow Documents and the Escrow
Amount until the Escrow Agent shall have received any joint written instructions
executed by XFM and Pariya directing the Escrow Agent how to act in connection
therewith.(m)
    
    by signing this Agreement, the Escrow Agent becomes a party hereto only for
the purpose of this Agreement; the Escrow Agent does not become a party to the Sale
and Purchase Agreement and/or other relevant documents.(n)
    
    the right to vote the Escrow Shares shall be exercised by or as directed by
the Pariya, and the Escrow Agent shall have no rights or responsibilities with respect
to voting the Escrow Shares nor any ownership interest therein.(o)
    
    the Escrow Agent shall not be responsible for any taxes imposed upon or
asserted against the Escrow Shares or the Escrow Amount and such taxes, if any, shall
be the responsibility of and shall be paid by the Pariya.
 5.
    
    TERMINATION5.1
    
    This Escrow Agreement shall terminate on the earliest of the following, whereupon this
Agreement shall terminate and the Escrow Agent shall have no further obligation or liability
to Pariya or XFM:
 (a)
    
    release or delivery of all Escrow Documents and the Escrow Amount by the
Escrow Agent in accordance with Clause 3; or(b)
    
    resignation by the Escrow Agent with 30 days prior written notice to XFM and
Pariya; or
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(c)
    
    on the date falling one (1) year after the date hereof.
 5.2
    
    In the event that the Escrow Agent resigned pursuant to Clause 5.1(b), XFM and Pariya shall
appoint a successor escrow agent for the purpose of this Agreement.6.
    
    MISCELLANEOUS6.1
    
    This Agreement shall be binding upon and enure solely to the benefit of the Parties and their
respective successors and assigns, heirs, administrators and representatives. No Party may
assign any of its rights or obligations under this Agreement without the written consent of
the other parties.6.2
    
    This Agreement may only be modified by a written document signed by all of the Parties, and
no waiver hereunder shall be effective unless in writing signed by the party giving the
waiver.6.3
    
    This Agreement may be executed in any number of counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same instrument.7.
    
    ANNOUNCEMENTS AND CONFIDENTIALITYNo announcement or information concerning the subject matter of this Agreement or any
ancillary matter shall be made or released to the public or to the press (English or
Chinese) by any of the Parties without the prior written consent of the other Parties
provided that nothing shall restrict the making of any statement or disclosure that may be
required by law, any applicable statutory or regulatory rules.8.
    
    NOTICES8.1
    
    Any notice or other communication given or made under or in connection with the matters
contemplated by this Agreement shall be in writing.8.2
    
    Any such notice or other communication shall be addressed as provided in Clause 8.3 and, if
so addressed, shall be deemed to have been duly given or made as follows:
 (a)
    
    if sent by personal delivery, upon delivery at the address of the relevant
Party;(b)
    
    if sent by post, five Business Days after the date of posting;(c)
    
    if sent by facsimile, when dispatched.
 8.3
    
    For the purpose of delivery of notices under this Agreement, the address and facsimile number
of the Parties are:XFM:
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Address :
    
    3905-09, 1 Grand Gateway, 1 Hongqiao Lu, Shanghai, 200030, ChinaFacsimile No. :
    
    86-21-6448-0585With a copy to :
    
    Address:
    
    Suite 2103-2104 Vicwood Plaza, 199 Des Voeux Road
Central, 
Hong KongFacsimile No.:
    
    852-2541-8266To the attention of:
    
    Mr. John McLean, General CounselPariya:Address :
    
    Room 402-404, 4th Floor, Allied Kajima Building, 138
Gloucester Road, Hong KongFacsimile No. :
    
    852-2511-2872The
Escrow Agent:Address :
    
    35th Floor, Two International Finance Centre, 8 Finance Street,
Central, Hong KongFacsimile No. :
    
    852-2511-9515
 8.4
    
    A Party may notify the others of a change to its name, relevant addressee, address or
facsimile number for the purposes of Clause 8.3, PROVIDED THATsuch notification shall only be
effective on:
 (a)
    
    the date specified in the notification as the date on which the change is to
take place; or(b)
    
    if no date is specified or the date specified is less than five Business Days
after the date on which notice is given, the date falling five Business Days after
notice of any such change has been given.
 9.
    
    INDEMNIFICATIONXFM and Pariya jointly and severally agree to indemnify and hold harmless the Escrow Agent
from any and all claims, liabilities, costs or expenses in any way arising from or relating
to the duties or performance of the Escrow Agent hereunder other than any such claim,
liability, cost or expense to the extent the same shall have been determined by final,
unappealable judgment of a court of competent jurisdiction to have resulted from fraud,
gross negligence or wilful misconduct of the Escrow Agent. Any amount so payable to the
Escrow Agent shall be paid promptly by XFM and Pariya upon presentation of receipts,
invoices or other documents evidencing payment of such amounts as may be reasonably
required by XFM and Pariya.10.
    
    GENERAL PROVISIONS
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10.1
    
    Each Party agrees to perform (or procure the performance of) all further acts and things, and
execute and deliver (or procure the execution and delivery of) such further documents, as may
be required by law or as may be necessary or reasonably desirable to implement and/or give
effect to this Agreement and the transactions contemplated by it.10.2
    
    This Agreement (together with any document described in or expressed to be entered into in
connection with this Agreement) constitutes the entire agreement between the Parties in
relation to the transaction(s) referred to it or in them and supersedes any previous agreement
between the Parties in relation to such transaction(s). It is agreed that:
 (a)
    
    no Party has entered into this Agreement in reliance upon any representation,
warranty or undertaking of any other Party which is not expressly set out or referred
to in this Agreement; and(b)
    
    except for any breach of an express representation or warranty under this
Agreement, no Party shall have any claim or remedy under this Agreement in respect of
misrepresentation or untrue statement made by any other Party, whether negligent or
otherwise, and whether made prior to or after this Agreement, PROVIDED THATthis
Clause shall not exclude liability for fraudulent misrepresentation.
 10.3
    
    Any right, power or remedy expressly conferred upon any Party under this Agreement shall be
in addition to, not exclusive of, and without prejudice to all rights, powers and remedies
which would, in the absence of express provision, be available to it; and may be exercised as
often as such Party considers appropriate.10.4
    
    No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right
or remedy provided by law or under this Agreement shall affect the ability of that Party
subsequently to exercise such right or remedy or to pursue any other rights or remedies, nor
shall such failure, relaxation, forbearance, indulgence or delay constitute a waiver or
variation of that or any other right or remedy. No single or partial exercise of any such
right or remedy shall preclude any other or further exercise of it or the exercise of any
other right or remedy.10.5
    
    The Parties intend that the provisions of this Agreement shall be enforced to the fullest
extent permissible under the laws applied in each jurisdiction in which enforcement is sought.
If any particular provision or part of this Agreement shall be held to be invalid or
unenforceable, then such provision shall (so far as invalid or unenforceable) be given no
effect and shall be deemed not to be included in this Agreement but without invalidating any
of the remaining provisions of this Agreement. The Parties shall use all reasonable
endeavours to replace the invalid or unenforceable provisions by a valid and enforceable
substitute provision the effect of which is as close as possible to the intended effect of the
invalid or unenforceable provision.10.6
    
    No variation of any of the terms of this Agreement (or of any document described in or
expressed to be entered into in connection with this Agreement) shall be effective unless such
variation is made in writing and signed by or on behalf of
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each of the Parties. The expression variation shall include any variation, supplement,
deletion or replacement however effected.10.7
    
    This Agreement shall be binding upon, and enure to the benefit of, the Parties and their
respective successors and permitted assigns. No Party shall take any steps to assign,
transfer, charge or otherwise deal with all or any of its rights and/or obligations under or
pursuant to this Agreement without the prior written consent of the other Party. In the
absence of the prior written consent of the Parties, this Agreement shall not be capable of
assignment.10.8
    
    This Agreement may be executed in any number of counterparts all of which, taken together,
shall constitute one and the same agreement. Any Party may enter into this Agreement by
executing any such counterpart.10.9
    
    The Parties are independent principals and no Party shall hold itself out as the agent or
partner of another, and no Party shall have any authority to bind or incur any liability on
behalf of any other Party.10.10
    
    Time shall be of the essence of this Agreement.11.
    
    GOVERNING LAW AND JURISDICTION11.1
    
    This Agreement (together with all documents referred to in it) shall be governed by and
construed and take effect in accordance with the laws of Hong Kong (which each of the Parties
considers to be suitable to govern the international commercial transactions contemplated by
this Agreement).11.2
    
    With respect to any question, dispute, suit, action or proceedings arising out of or in
connection with this Agreement (the Proceedings), each Party irrevocably:
 (a)
    
    submits to the non-exclusive jurisdiction of the courts of Hong Kong; and(b)
    
    waives any objection which it may have at any time to the laying of venue of
any Proceedings brought in any such court, waives any claim that such Proceedings have
been brought in an inconvenient forum and further waives the right to object, with
respect to such Proceedings, that such court does not have any jurisdiction over such
Party.
 11.3
    
    Nothing in this Agreement precludes either Party from bringing Proceedings in any other
jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions preclude
the bringing of Proceedings in any other jurisdiction.11.4
    
    Each Party named in the first column below irrevocably appoints the Hong Kong person set
opposite its name in the second column to receive, for it and on its behalf, service of
process in any Proceedings:
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Party
    
    Process Agent
    
    Address for Service of ProcessPariya
    
    D. S. Cheung & Co.
    
    Rooms 1910-1913, Hutchison House, 10
Harcourt Road, Central, Hong KongXFM
    
    K&L Gates
    
    35th Floor, Two International
Finance Centre, 8 Finance Street, Central,
Hong Kong
 11.5
    
    The Parties agree that any such legal process shall be sufficiently served on it if delivered
to its process agent at its address specified in this Clause or at the process agents
registered office or address for the time being in Hong Kong. If for any reason any of the
Parties process agent is unable to act as such, that Party shall promptly notify the other
Party or Parties forthwith and appoint a substitute process agent acceptable to the other
Party or Parties. Without affecting the right of any Party to serve process in any other way
permitted by law, the Parties irrevocably consent to service of process given in the manner
provided for notices in Clause 8.11.6
    
    To the extent that, in the courts of any jurisdiction or arbitration proceedings, any Party
may claim for itself or its revenues or assets (irrespective of their use or intended use)
immunity on the grounds of sovereignty or other similar grounds from suit, jurisdiction of any
court or arbitration proceedings, relief by way of injunction, order for specific performance
or for recovery of property, attachment (whether in aid of execution, before judgment or
otherwise), execution or enforcement of any judgment/arbitration award or other legal process
to which it or its revenues or assets might otherwise be entitled in any Proceedings (whether
or not claimed), and to the extent that in any such jurisdiction there may be attributed to
itself or its revenues or assets such immunity, that Party irrevocably agrees not to claim
such immunity and irrevocably waives such immunity to the full extent permitted by the laws of
such jurisdiction.
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IN WITNESS
 SIGNEDby
    
    
    )for and on behalf ofXINHUA FINANCE MEDIA LIMITED
in the presence of:
    
    
    )
)
)
)
    
    
    /s/ Fredy Bush
Chief Executive OfficerSIGNEDby Wong Siu Wa
for and on behalf ofPARIYA HOLDINGS LIMITED
in the presence of:
    
    
    )
)
)
)
)
    
    
    /s/ Wong Siu WaSIGNEDby Ng Clifford Sau Man
for and on behalf ofK&L GATES
in the presence of:
    
    
    )
)
)
)
)
    
    
    /s/ Ng Clifford Sau Man
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SCHEDULE 1
 Number of originalsEscrow Documents
    
    delivered to Escrow AgentShare Certificates #6 & #7
    
    TwoInstrument of transfer in respect of the
Escrow Shares executed by Pariya in blank
    
    TwoDirectors resolution of the Company approving
the transfers of the Escrow Shares
    
    Two
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SCHEDULE 2
 Form of notice
  To:
    
    K&L Gates
35th Floor, Two International Finance Centre
8 Finance Street
Central
Hong Kong
 Attn: Mr. Clifford Ng / Ms. Krista Sze / Ms. Elsa Mak
 (Fax: (852) 2511-9515)
  Escrow Agreement in relation to
[15%/30%] of the issued share capital of of Xinhua Finance
Media (Convey) Limited (the Company)
 Escrow Agreement
 [ ] [ name of bank and account number ]
 Xinhua Finance Media Limited
 
 Pariya Holdings Limited
 
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