Exhibit 4.57
 Xinhua Finance Media Limited
  Prime Day Management Limited
  Starease Limited
  Ge Zhijun
 
 PURCHASE AGREEMENT
IN RESPECT OF
SHARES IN THE CAPITAL OF
STAREASE LIMITED
AND
OTHER ASSETS SET OUT HEREIN
 
 9 October 2008
 
 www.klgates.com




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THIS PURCHASE AGREEMENT Agreement
 BETWEENXinhua Finance Media Limited, a company incorporated under the
laws of the Cayman Islands with registration number 157511 and its
registered address located at Century Yard, Cricket Square, Hutchins
Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands,
British West Indies (XFM);ANDPrime Day Management Limited, a company incorporated under the
laws of the British Virgin Islands and its registered address located
at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands (the Vendor);ANDStarease Limited, a company incorporated under the laws of the
British Virgin Islands with incorporation number 1499637 and its
registered address located at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands (the Company);ANDGe Zhijun, holder of PRC identity card number 120106196803171515
of Room 1110, Block 1, Wanke City Garden, Xinxing Road, Heping
District, Tianjin, Peoples Republic of China (the Covenantor).
 WHEREAS
 A.
    
    The Vendor owns all of the legal and beneficial interest in the share capital of the Company.B.
    
    The Company owns all of the legal and beneficial interest in the share capital of CMN.C.
    
    CMN owns all of the legal and beneficial interest in the equity capital of Haipei.D.
    
    XFM desires to purchase from the Vendor and the Vendor wishes to sell to XFM all of the shares in the capital of the Company and the Vendor and the Covenantor wisheto procure the
sale of certain other assets controlled by them to parties designated by XFM subject to the
terms and conditions set forth in this Agreement.
 NOW, THEREFORE
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1.
    
    DEFINITIONS
 1.1
    
    Definitions. The following terms when used herein shall have the meanings ascribed to them below:
 Accounts Receivables
    
    means (a) any right to payment for goods sold,
leased or licensed or for services rendered, whether
or not it has been earned by performance, whether
billed or unbilled, and whether or not it is
evidenced by any contract or agreement or otherwise;
(b) any note receivable; or (c) any other receivable
or right to payment of any nature;Affiliates
    
    of a specified Person means any other Person that,
directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is
under common Control with, such specified Person or,
in the case of a natural Person, such Persons
spouse, parents and descendants (whether by blood or
adoption and including stepchildren);Ancillary Agreements
    
    means, collectively, the Equity Transfer Documents,
the Internal Control Agreements and any other
agreements contemplated in this Agreement;Assets
    
    means any real, personal, mixed, tangible,
intangible or other property of any nature,
including, but not limited to, cash or cash
equivalents, inventory, prepayments, deposits,
escrows, Accounts Receivables, Tangible Property,
Intellectual Property, Real Property, software and
goodwill, and claims, causes of action and other
legal rights and remedies of any nature whatsoever;Balance Jiasen Closing
Consideration
    
    has the meaning ascribed to it in Clause 2.3(a);Business Day
    
    means any Monday, Tuesday, Wednesday, Thursday and
Friday on which banks in Hong Kong or the PRC are
required or permitted by laws to be open and shall
not include a day on which normal banking hours are
shortened or interrupted by typhoon, rain or similar
warnings;Claimant
    
    has the meaning ascribed to it in Clause 13.3(a);Closing
    
    means, collectively, the Jiasen Closing and the JV
Closing;Closing Deliverable
Agreements
    
    means all the agreements or documents required to be
delivered by the Vendor or the Covenantor under this
Agreement as conditions to SDTC Closing or JV
Closing;
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CMN
    
    means China Media Network Limited, a company
incorporated under the laws of Hong Kong with
incorporation number 1173165 and its registered
address located at Rooms 1910-1913, Hutchison House,
10 Harcourt Road, Central, Hong Kong, the
particulars of which are set forth under Schedule B;Company Charter
Documents
    
    has the meaning ascribed to it in Schedule D;Company Shares
    
    means all of the share capital of the Company being
ordinary shares each with a par value of US$1 in the
capital of the Company;Consent
    
    means any consent, approval, permit, license, order,
or authorization of or registration, declaration, or
filing with or exemption by Governmental Entity;Control, Controls,
Controlled
    
    (or any correlative term) means the possession,
directly or indirectly, of the power to direct or
cause the direction of the management of a Person,
whether through the ownership of voting securities,
by contract, credit arrangement or proxy, as
trustee, executor, agent or otherwise. For the
purpose of this definition, a Person shall be deemed
to Control another Person if such first Person,
directly or indirectly, owns or holds more than 50%
of the voting equity interests in such other Person;Digital Channels
    
    means, collectively, the four (4) digital pay TV
channels namely, Time Household, Time Fashion, Time
Food and Time Househol, the particulars of which are
set forth in Schedule F;Disclosing Party
    
    has the meaning ascribed to it in Clause 12.4;Dispute Notice
    
    has the meaning ascribed to it in Clause 13.3(a);Deposit
    
    has the meaning ascribed to it in Clause 2.3(a)(i);Encumbrance
    
    means and includes any interest or equity of any
person (including, without prejudice to the
generality of the foregoing, any right to acquire,
option or right of pre-emption) or any mortgage,
charge, pledge, lien or assignment or any other
encumbrance, priority or security interest or
arrangement of whatsoever nature over or in the
relevant property;Equity Interests
    
    means, collectively, the Jiasen Equity Interests and
SDTC
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Equity Interests;Equity Transfer
    
    means, collectively, the Jiasen Equity Transfer and
SDTC Equity Transfer;Equity Transfer
Documents
    
    means all the documents, agreements and instruments
as set forth under Schedule M;Financial Statements
    
    means the result of the financial due diligence
conducted by XFM in respect of the financial
condition of members of the Group including, but not
limited to, the financial statements of SDTC
provided to XFM as set forth under Schedule O;Foreign Exchange Rate
    
    means the average of the closing middle exchange
rates posted on the website of the State
Administration of Foreign Exchange at
www.safe.gov.cn for the conversion of RMB to USD on
the close of the fifteen trading days prior to any
date of payment under this Agreement;Governmental Entity
    
    means any court, regulatory body, administrative
agency or commission or other governmental authority
or instrumentality, whether domestic or foreign;Group
    
    means, collectively, the Company, CMN and the PRC
Group;HBLD
    
    means Shenshen Haibei Lei Di Business Consulting
Co., Ltd. ((CHINESE CHARACTERS)), a company
incorporated under the laws of the PRC with a
registered address at No.629, West of the Sixth
Floor of Honggui Apartment, No. 2068 Honggui Road,
Luohu District, Shenzhen, PRC, the particulars of
which are set forth under Schedule B;Hong Kong
    
    means the Hong Kong Special Administrative Region of
the PRC;Indemnified Party
    
    has the meaning ascribed to it in Clause 10.5;Indemnifying Party
    
    has the meaning ascribed to it in Clause 10.5;Intellectual Property
    
    means, collectively, the Owned Intellectual Property
and the Licensed Intellectual Property;Internal Control
Agreements
    
    means all the documents, agreements and instruments
as set forth under Schedule N;Jiasen
    
    means Shanghai Jia Shen Advertising Co., Ltd. ((CHINESE CHARACTERS)
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(CHINESE CHARACTERS)), a company incorporated under
the laws of the PRC with a registered address at
Room 108, Building 2, No.188, Lane 1035, Qilianshan
Road, Putuo District, Shanghai, the particulars of
which are set forth under Schedule B;Jiasen Closing
    
    has the meaning ascribed to it in Clause 2.5;Jiasen Closing
Conditions
    
    has the meaning ascribed to it in Clause 3.1;Jiasen Closing
Consideration
    
    has the meaning ascribed to it in Clause 2.3(a);Jiasen Closing Date
    
    has the meaning ascribed to it in Clause 2.5;Jiasen Cooperation
Agreement
    
    means the cooperation agreement entered into between
Jiasen and Tianjin TV Station the form of which is
set out under ScheduleL;Jiasen Equity Interests
    
    means the entire equity interest of Jiasen
representing a total registered capital of
RMB100,000;Jiasen Equity Transfer
    
    has the meaning ascribed to it in Clause 2.2;Jiasen Equity Transfer
Documents
    
    means, collectively, the documents set out under
ScheduleM;Jiasen Payment
    
    has the meaning ascribed to it in Clause 2.3(a);JVs
    
    means, collectively, the joint venture companies to
be established by SDTC and XFM VIE pursuant to
Clause 4;JV Closing
    
    has the meaning ascribed to it in Clause 5.1;JV Closing Conditions
    
    has the meaning ascribed to it in Clause 5.2;JV Closing Date
    
    has the meaning ascribed to it in Clause 5.1;JV Cooperation
Agreements
    
    has the meaning ascribed to it in Clause 5.3(h);Lease
    
    has the meaning ascribed to it in Schedule D and the
particulars of which are set forth in Schedule H;Licenses
    
    means all the licenses set forth under Schedule K;
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Licensed Intellectual
Property
    
    means any and all license rights granted to any
member of the Group in any third party intellectual
property or other proprietary or personal rights,
including any and all of the following that are
licensed to any member of the Group anywhere in the
world: (1) trademarks, trade names, service marks
and trade dress, and all goodwill associated with
trademarks, trade names, service marks and trade
dress; (2) patents; (3) mask works; (4) utility
models; (5) domain names; (6) copyrights and
copyrightable works; (7) databases; (8) graphics;
(9) schematics; (10) marketing, sales and user data;
(11) technology; (12) trade secrets, including
confidential know-how, inventions, specifications
and processes; (13) computer software programs of
any kind (in both source and object code form); (14)
application programming interfaces; (15) protocols;
and (16) any renewal, extension, reissue,
continuation or division rights, applications and/or
registrations for any of the foregoing;Losses
    
    has the meaning ascribed to it in Clause 10.1;Material Adverse Change
    
    means any event or circumstance that occurs which
might reasonably be expected to have a material
adverse effect on the prospects, business,
operations or financial condition of the Group taken
as a whole or that would materially affect the
ability of any of the companies in the Group or any
Person who is a party to any of the Ancillary
Agreements or this Agreement to perform its
obligations under any of the Ancillary Agreements or
this Agreement;Market Value
    
    means in respect of each XFM Common Shares means the
average of the closing price of each XFM Common
Shares or its equivalent in American Depository
Receipts or other tradable instruments representing
such shares on NASDAQ for the fifteen (15) trading
days up to and including the third trading day prior
to the applicable date (adjusted to give effect to
any splits, consolidations, dividends or other
recapitalizations occurring during such fifteen-day
period);Material Contracts
    
    means the material contracts the particulars of
which are set forth in Schedule I;NASDAQ
    
    means the National Association of Securities Dealers
Automated Quotations;Non-Disclosing Parties
    
    has the meaning ascribed to it in Clause 12.4;
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Owned Intellectual
Property
    
    means any and all of the following that are owned
(including joint ownership) or held by any member of
the Group anywhere in the world: (1) trademarks,
trade names, service marks and trade dress, and all
goodwill associated with trademarks, trade names,
service marks and trade dress; (2) patents; (3) mask
works; (4) utility models; (5) domain names; (6)
copyrights and copyrightable works; (7) databases;
(8) graphics; (9) schematics; (10) marketing, sales
and user data; (11) technology; (12) trade secrets,
including confidential know-how, inventions,
specifications and processes; (13) computer software
programs of any kind (in both source and object code
form); (14) application programming interfaces; (15)
protocols; and (16) any renewal, extension, reissue,
continuation or division rights, applications and/or
registrations for any of the foregoing;Person or Persons
    
    means any natural person, corporation, company,
association, partnership, organization, business,
firm, joint venture, trust, unincorporated
organization or any other entity or organization,
and shall include any governmental authority;PRC
    
    means the Peoples Republic of China;PRC Charter Documents
    
    has the meaning ascribed to it in Schedule D;PRC Group
    
    means, collectively, HBLD, Jiasen and SDTC;Pre-Closing Tax Period
    
    has the meaning ascribed to it in Clause 10.1(c);Real Property
    
    means any real estate, land, building, condominium,
town house, structure or other real property of any
nature, all shares of stock or other ownership
interests in cooperative or condominium associations
or other forms of ownership interest through which
interests in real estate may be held, and all
appurtenant and ancillary rights thereto, including,
but not limited to, easements, covenants, water
rights, sewer rights and utility rights;Relevant Date
    
    means the respective payment date of the Total
Consideration;Return Periods
    
    has the meaning ascribed to it in Schedule D;Returns
    
    has the meaning ascribed to it in Schedule D;
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RMB and Renminbi
    
    means the lawful currency of the Peoples Republic
of ChinaSAIC
    
    means the State Administration of Industry and
Commerce and its competent branches;SDTC
    
    means Tianjin Shi Dai Tian Chuang Media Development
Co., Ltd. ((CHINESE CHARACTERS)), a company
incorporated under the laws of the PRC with a
registered address at No.8 Xinghua 7th Branch Road,
Xiqing Economic Development Zone, Tianjin, the
particulars of which are set out under Schedule B;SDTC Equity Interests
    
    means the entire equity interests of SDTC
representing a total registered capital of
RMB55,000,000;SDTC Equity Transfer
    
    has the meaning ascribed to it in Clause 2.2(b);Straddle Period
    
    has the meaning ascribed to it in Clause 10.2(c);Tangible Property
    
    means any furniture, fixtures, leasehold
improvements, vehicles, office equipment, computer
equipment, other equipment, machinery, tools, spare
parts, forms, supplies or other tangible personal
property of any nature;Tax Settlement Option
    
    has the meaning ascribed to it in Clause 10.2(b);TJYX
    
    means Tianjin Yinxin XinHeng Investment Consulting
Co., Ltd.((CHINESE CHARACTERS)), the existing
owner of 49% of the SDTC Equity Interests;Total Consideration
    
    has the meaning ascribed to it in Clause 2.3;US$ and US Dollars
    
    means the lawful currency of the United States of
America;XFM Common Shares
    
    means Class A common shares in the share capital of
XFM with a par value of US$0.001 each;XFM Nominee
    
    means any Person or Persons nominated by XFM; andXFM VIE
    
    means, a company incorporated under the laws of the
PRC designated by XFM.
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1.2
    
    Interpretation. In this Agreement:
 (a)
    
    the headings are inserted for convenience only and shall not affect the
construction of this Agreement;(b)
    
    references to statutory provisions shall be construed as references to those
provisions as amended or re-enacted or as their application is modified by other
statutory provisions (whether before or after the date hereof) from time to time and
shall include any provisions of which they are re-enactments (whether with or without
modification);(c)
    
    all time and dates in this Agreement shall be Hong Kong time and dates except
where otherwise stated;(d)
    
    unless the context requires otherwise, words incorporating the singular shall
include the plural and vice versa and words importing a gender shall include every
gender; and(e)
    
    references herein to Clauses, Recitals and Schedules are to clauses and
recitals of and schedules to this Agreement.
 1.3
    
    Recitals, Schedules. All recitals and schedules form part of this Agreement and
shall have the same force and effect as if expressly set forth in the body of this Agreement
and any reference to this Agreement shall include the recitals and schedules.1.4
    
    Joint Obligations. Warranties, covenants, indemnities or other obligations expressed
in this Agreement to be given by more than one party shall be deemed to be given by such
parties on a joint and several basis unless otherwise expressly provided for.
 2.
    
    SALE AND PURCHASE OF COMPANY SHARES AND PROCUREMENT OF SALE OF EQUITY INTEREST
 2.1
    
    Purchase and Sale of Company Shares. Subject to the terms and conditions set forth
in this Agreement, XFM (relying on the representations, warranties, agreements, covenants,
undertakings and indemnities hereinafter referred to) agrees with the Vendor to purchase and
the Vendor and the Covenantor agree to sell and cause to be sold to XFM or the XFM Nominee at
Jiasen Closing, all of its direct and indirect interests in the Company Shares with effect
from the Jiasen Closing Date free from all options, liens, charges, pledges, claims,
agreements, encumbrances, equities and other third party rights of any nature whatsoever and
together with all rights of any nature whatsoever now or hereafter attaching or accruing to
them including all rights to any dividends or other distribution declared, paid or made in
respect of them after the Jiasen Closing Date.2.2
    
    Transfers of Equity Interests. The Vendor and the Covenantor shall jointly and
severally procure and guarantee each of the following as soon as practicable following the
execution and delivery of this Agreement and at or prior to Jiasen Closing:
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(a)
    
    within one (1) month from the signing of this Agreement, complete the
transfer and procure the completion of the transfer (as the case may be) of all of the
Jiasen Equity Interests from the existing holders thereof to XFM Nominee (the Jiasen
Equity Transfer) in consideration of the Jiasen Payment including, but not limited
to, the execution, submission to and registration with the relevant Governmental Entities of all the Jiasen Equity
Transfer Documents and obtaining the original new business licence of Jiasen
reflecting the change of shareholding following the Jiasen Equity Transfer and the
original notice from local Administration of Industry and Commerce approving the
change of registration of Jiasen. The Vendor and the Covenantor shall jointly and
severally procure the due execution and delivery of all documents required to be
executed and delivered by the holders of the Jiasen Equity Interests or any other
party necessary to vest in XFM Nominee its interest in all property and rights in
and to the Jiasen Equity Interests as are intended to be vested in it in
consideration of the Jiasen Payment by or pursuant to this Agreement and the
Ancillary Agreements; and(b)
    
    complete the transfer and procure the completion of the transfer (as the case
may be) of 49% of the SDTC Equity Interests from TJYX to Jiasen (the SDTC Equity
Transfer) including, but not limited to, the execution, submission to and
registration with the relevant Governmental Entities of all necessary documents and
obtaining the original new business licence of SDTC reflecting the change of
shareholding following the SDTC Equity Transfer and obtaining the original new
business licence of SDTC reflecting the change of shareholding following the SDTC
Equity Transfer and the original notice from local Administration of Industry and
Commerce approving the change of registration of SDTC. The Vendor and the Covenantor
shall jointly and severally procure the due execution and delivery of all documents
required to be executed and delivered by the holders of the SDTC Equity Interests or
any other party necessary to vest in Jiasen its interest in all property and rights in
the SDTC Equity Interests as are intended to be vested in it by or pursuant to this
Agreement and the Ancillary Agreements.
 2.3
    
    Payment. Subject to the conditions stipulated herein, XFM shall pay to the Vendor
Fifteen Million (US$15,000,000) US Dollars and Two Million (2,000,000) XFM Common Shares
(collectively, the Total Consideration) in the manner set forth below:
 (a)
    
    Jiasen Closing Consideration. Ten Million (US$10,000,000) US Dollars
(Jiasen Closing Consideration) which shall be payable as follows:
 (i)
    
    subject to Clause 2.3A, Five Million (US$5,000,000) US
Dollars (the Deposit) shall be payable in cash to the Vendor upon the
execution of this Agreement as a deposit; and
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(ii)
    
    Five Million (US$5,000,000) US Dollars (the Balance Jiasen
Closing Consideration) shall be payable in cash on the Jiasen Closing Date as
follows:
 (A)
    
    RMB100,000 (the Jiasen Payment) shall be
paid to the existing shareholders of Jiasen or such parties as the
said shareholders may designate; and(B)
    
    the Balance Jiasen Closing Consideration less
the Jiasen Payment (in its US$ equivalent calculated based on the
Foreign Exchange Rate) shall be paid to the Vendor.
 (b)
    
    JV Closing Consideration. Five Million (US$5,000,000) US Dollars and
Two Million (2,000,000) XFM Common Shares (the JV Closing Consideration) shall be
payable within ten (10) Business Days following the JV Closing Date. Notwithstanding
the foregoing, XFM may, in its sole discretion, deliver to the Vendor or any other
person(s) designated by the Vendor money in US Dollars in lieu of all or a portion of
the JV Closing Consideration otherwise deliverable to the Vendor in XFM Common Shares,
the amount of which shall be the Market Value.
 2.3A
    
    Conditions to Deposit. The payment of the Deposit is subject to the following
conditions having been satisfied or waived on or before the signing of this Agreement or on
such date as additionally agreed by XFM:
 (a)
    
    the Jiasen Cooperation Agreement shall have been duly executed and delivered
by all parties thereto and is in full force and effect and is unamended and not
terminated; and
  2.4
    
    Deposit. If for any reason (other than due to the fault of XFM) Jiasen Closing does
not occur or this Agreement is terminated prior to Jiasen Closing, the Vendor and the
Covenantor shall return forthwith the Deposit to XFM together with interest thereon calculated
at Twelve Per Cent (12%) per annum calculated daily.2.5
    
    Jiasen Closing. Upon the Jiasen Closing Conditions having been satisfied or waived
on or before the expiration of the time period herein for the fulfilment of such conditions,
the completion of the purchase and sale of the Company Shares and the Jiasen Equity Interests
(collectively, the Jiasen Closing) shall take place at the offices of K&L Gates in Hong Kong
or at such other place as may be agreed upon by the Parties. The date and time of the Jiasen
Closing are herein referred to as the Jiasen Closing Date. For greater certainty, XFM shall
not be obliged to pay any amount of the Balance Jiasen Closing Consideration unless all the
Jiasen Closing Conditions are fulfilled or waived by XFM. Without prejudice to any other
remedies available to XFM, XFM may defer Jiasen Closing and the payment of the Balance
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Jiasen Closing Consideration until all Jiasen Closing Conditions are fulfilled or waived.
 3.
    
    CONDITIONS TO JIASEN CLOSING
 3.1
    
    Conditions to Jiasen Closing. The obligations of XFM under this Agreement to
complete the purchase of the Company Shares and to pay the Balance Jiasen Closing
Consideration are subject to the satisfaction or waiver on or before the Jiasen Closing Date
of all of the following conditions and the delivery of all of the documents set out hereunder
(collectively, the Jiasen Closing Conditions).3.2
    
    Jiasen Closing Deliverables. Upon the Jiasen Closing, the Vendor and/or the
Covenantor shall deliver or procure to be fulfilled or delivered to XFM the following
documents:
 (a)
    
    in respect of the Company and the Company Shares:
 (i)
    
    duly completed and executed undated instrument of transfer of
the Company Shares by the Vendor in favour of XFM or an XFM Nominee together
with the original share certificates representing the applicable Company
Shares in a form satisfactory to XFM;(ii)
    
    duly completed and executed documents required for the resignation of
existing directors and appointment of new directors of the Company
including, but not limited to, letters of resignation from existing
directors of the Company in a form satisfactory to XFM;(iii)
    
    duly completed and executed documents required for the resignation of
existing company secretary and appointment of new company secretary of the
Company including, but not limited to, letters of resignation from existing
company secretary of the Company in a form satisfactory to XFM;(iv)
    
    certified true copy of written notice in the form satisfactory to XFM
issued to the BVI registered agent of the Company notifying them of the
change in authorised contact person of the Company and a written
acknowledgement from the registered agent in relation thereto;(v)
    
    certified true copy of shareholders and directors
resolution of the Company approving the resignation of the existing directors
and company secretary, the appointment of the persons nominated by XFM to be
new directors and company secretary, the transfer of the Company Shares and
change of principal office of the Company in a form satisfactory to XFM;(vi)
    
    certified true copy of shareholders and directors resolution of the
Vendor approving the transfer of the Company Shares in a form satisfactory
to XFM;
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(vii)
    
    all books and records of the Company (including its company
chop and seal);(viii)
    
    original certificate of incumbency of the Company dated not more than ten
(10) days prior to the Jiasen Closing Date in the form satisfactory to XFM;(ix)
    
    original certificate of good standing of the Company dated
not more than ten (10) days prior to the Jiasen Closing Date in the form
satisfactory to XFM; and(x)
    
    originals of duly completed and executed documents required
for the change in the bank account signatories of all bank accounts of the
Company to the person designated by XFM.
 (b)
    
    in respect of CMN:
 (i)
    
    duly completed and signed documents required for the resignation of
existing directors and appointment of new directors of CMN consisting of,
but not limited to, the following:
 (A)
    
    Form D2A in a form satisfactory to XFM;(B)
    
    letters of resignation from existing
directors of CMN in a form satisfactory to XFM; and(C)
    
    shareholders and directors resolution of
CMN approving the resignation of the existing directors and company
secretary, the appointment of the persons as nominated by XFM to be
new directors and company secretary and the change of the registered
office of CMN in a form satisfactory to XFM;
 (ii)
    
    certificate of continuing registration of CMN dated a date not earlier
than ten (10) Business Days prior to the Jiasen Closing Date;(iii)
    
    all books and records of CMN (including its company chop and
seal); and(iv)
    
    duly completed and executed documents required for the change in the
bank account signatories of all bank accounts of CMN to such person as
designated by XFM; and
 (c)
    
    in respect of HBLD:
 (i)
    
    originals of all documents and agreements required for the
resignation of existing directors and legal representative of HBLD;
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(ii)
    
    originals of all documents and agreements required for the
appointment of such person designated by XFM to be the director(s) and legal
representative of HBLD;(iii)
    
    originals of duly completed and signed documents required
for the change in the bank account signatories of all bank accounts of HBLD to
such person as designated by XFM; and(iv)
    
    all original corporate records of HBLD (including all of its
original licenses, certificates and approvals and its company chop, seal and
finance chop);
 (d)
    
    in respect of Jiasen and the Jiasen Equity Transfer:
 (i)
    
    all original documents and agreements duly completed and
executed as required by XFM for the sale and transfer of the Jiasen Equity
Interests including, but not limited to, the Jiasen Equity Transfer Documents;(ii)
    
    original documents and agreements duly completed and executed
as required by XFM for the resignation of all the existing directors and legal
representative of Jiasen;(iii)
    
    all original documents and agreements duly completed and signed as
required by XFM for the appointment of such person(s) as designated by XFM
to be the director(s) and legal representative of Jiasen;(iv)
    
    originals of duly completed and executed documents required for the
change in the bank account signatories of all bank accounts of Jiasen to
such person as designated by XFM;(v)
    
    evidence satisfactory to XFM that the competent SAIC has
accepted the application for filing the Jiasen Equity Transfer including, but
not limited to, the original business licence of Jiasen reflecting the
shareholding of Jiasen following the Jiasen Equity Transfer;(vi)
    
    all original corporate records of Jiasen (including all of
its original licenses, certificates and approvals and its company chop, seal
and finance chop);(vii)
    
    all powers of attorney or other authorities under which the
transfer of the Jiasen Equity Interests have been executed (if any); and(viii)
    
    such waivers, consents and other documents as XFM may require to give to XFM
Nominee good title to the Jiasen Equity Interests to enable XFM Nominee to
become the registered holders thereof;
 (e)
    
    in respect of SDTC and the SDTC Equity Transfer:
 - 14 -




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(i)
    
    certified true copies of all original documents and
agreements duly completed and executed as required by XFM for the purposes of
the sale and transfer of the SDTC Equity Interests and waiver duly issued by
Tianjin TV Station for its first right of refusal;(ii)
    
    certified true copies of all original documents and
agreements duly completed and executed as required by XFM for the appointment
of such person as designated by XFM as additional director of SDTC;(iii)
    
    evidence satisfactory to XFM that the competent SAIC has
accepted the application for filing the SDTC Equity Transfer including, but
not limited to, the original business licence of SDTC reflecting the
shareholding of SDTC following the SDTC Equity Transfer and the original
notice from local Administration of Industry and Commerce approving the change
of registration of SDTC;(iv)
    
    all original corporate records of SDTC (including all of its
original licenses, certificates and approvals and its company chop, seal and
finance chop);(v)
    
    the amendment of the articles of association of SDTC to
provide for a board of five (5) directors of which two (2) directors shall be
appointed by the XFM Nominee and any other documents as may be required to
effect the foregoing;(vi)
    
    all powers of attorney or other authorities under which the
transfer of the SDTC Equity Interests have been executed and delivered (if
any); and(vii)
    
    such waivers, consents and other documents as XFM may
require to give to Jiasen good title to the SDTC Equity Interests to enable
Jiasen to become the registered holder thereof;
 (f)
    
    Other Deliverables.
 (i)
    
    original Internal Control Documents duly completed and
executed by Jiasen and such other party as XFM may direct and the evidence
certifying the pledge of share equity of Jiasen, as contemplated in the said
Internal Control Documents, having be duly registered with the competent
Governmental Entity such as the Administration of Industry and Commerce in
accordance with the applicable laws;(ii)
    
    the original of the duly executed Jiasen Cooperation
Agreement;(iii)
    
    written confirmation from the Vendor that it is not aware of
any matter or thing which is in breach of or inconsistent with any of the
representations, warranties and undertakings herein contained; and
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(iv)
    
    such other agreements, documents and actions as XFM may
reasonably require for the purposes herein, including but not limited to, all
documents required to be executed, submitted to and/or registered with to any
Governmental Entity.
 3.3
    
    Other Jiasen Closing Conditions. The obligations of XFM under this Agreement to
complete the purchase of the Company Shares and the Jiasen Equity Interests and pay the Jiasen
Closing Consideration are subject to the satisfaction or waiver on or before the Relevant Date
of each of the following:
 (a)
    
    Representations and Warranties. All representations and warranties
shall be true on and as of the Jiasen Closing or the date of payment with the same
effect as though such representations and warranties had been made on and at such
date.(b)
    
    Due Diligence. XFM has completed its due diligence review of the
Group and is satisfied with the results thereof.(c)
    
    Performance. Each member of the Group shall have performed and
complied with all agreements, obligations and conditions contained in this Agreement,
the Ancillary Agreements that are required to be performed or complied with by it on
or before the Jiasen Closing or the date of payment.(d)
    
    No Material Adverse Change. There has not occurred any Material
Adverse Change in the Groups business, financial condition, Assets or operations
since 31 July 2008.(e)
    
    Board Approval. XFMs board of directors shall have authorized and
approved the execution and delivery of the Agreement and the Ancillary Agreements.(f)
    
    Equity Transfers. The Equity Transfers have been duly completed and
all documents required to be filed with or delivered to Governmental Entity have been
so filed or delivered.(g)
    
    Board Composition. All documents required to change the directors of
each member of the Group to nominees of XFM shall have been duly completed and signed
and, where applicable, filed, submitted to or registered with the relevant
Governmental Entity.(h)
    
    Licenses. All Licenses shall be valid and in full force and shall be
renewable solely by each member of the Group (as applicable) or its branch throughout
the period from 31 July 2008 to the Jiasen Closing Date or date of payment.(i)
    
    SDTC Equity Transfer. The SDTC Equity Transfer has been duly completed
and all consents, approvals, licences and permits required for the SDTC Equity
Transfer from all Governmental Entities have been duly obtained. The business
licence of SDTC reflecting the new shareholding of SDTC following
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the SDTC Equity Transfer and the notice from local Administration of Industry and Commerce
approving the change of registration of SDTC have been duly issued. All of the
consideration for the STDC Equity Transfer has been fully satisfied and there are
no outstanding claims from TJYX against SDTC or Jiasen.(j)
    
    Jiasen Liabilities. Immediately prior to the Jiasen Closing, Jiasen
has no liabilities or obligations in favour of any party save for the following:
 (a)
    
    Ten Million Five Hundred Thousand Renminbi (RMB10,500,000) in
favour of SDTC provided always that if Jiasen is obliged to repay part or
whole of such debt to SDTC prior to the Jiasen Closing pursuant to the Jiasen
Cooperation Agreement and therefore it borrows the same amount from its
shareholders or other third parties, free of interest, for fulfilling the
repayment obligation, the liabilities or obligations relating to the amount
borrowed shall be in favour of the lending shareholders or third parties; and(b)
    
    Twenty-two Million Five Hundred Thousand Renminbi
(RMB22,500,000) in favour of its shareholders or other third parties.
 3.3A
    
    Equity Interests in Jiasen. For the avoidance of doubt, XFM and/or XFM Nominee shall
have the right to transfer or otherwise dispose or deal with the equity interests in Jiasen
acquired by XFM Nominees following the Jiasen Closing as XFM shall determine at its sole
discretion.
 4.
    
    ESTABLISHMENT OF JVs
 4.1
    
    As soon as practicable following the execution of this Agreement, the Company shall procure
that four (4) joint venture companies be established in Tianjin in the PRC from the Jiasen
Closing Date in accordance with the following (unless otherwise expressly agreed to by XFM):
 (a)
    
    Each JV shall be established with a registered capital of no less than There
Million Renminbi (RMB3,000,000);(b)
    
    The capital contribution to each JV shall be made in accordance with the
Jiasen Cooperation Agreement or such other agreements as may be entered into by XFM
VIE and SDTC;(c)
    
    XFM VIE shall be the Fifty five Per Cent (55%) shareholder and SDTC shall be
the Forty Five Per Cent (45%) shareholder of each JV.(d)
    
    Each JV shall be established as a PRC domestic limited liability company;(e)
    
    Each JV shall have a board of directors consisting of three (3) members. XFM
VIE shall be entitled to appoint two (2) directors and SDTC shall be entitled to
appoint one (1) director;
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(f)
    
    The joint venture contract of each JV shall be duly completed and executed by
SDTC and XFM VIE in the form satisfactory to XFM;(g)
    
    Each JV shall have duly obtained the Television Programs Production Broadcast
Permit; and(h)
    
    Each JV shall have entered into the agreement with SDTC in the form
satisfactory to XFM under which SDTC authorises such JV to operate one of the Digital
Channels as designated by XFM.
 5.
    
    JV CLOSING5.1
    
    JV Closing. Upon the JV Closing Conditions having been satisfied or waived (the JV
Closing), the Parties shall meet at the offices of XFM in Hong Kong or at such other place as
may be agreed upon by the Parties on the date that is immediately following confirmation from
XFM that the said conditions have been satisfied or waived. The date and time of the JV
Closing are herein referred to as the JV Closing Date. For greater certainty, XFM shall not
be obliged to pay any amount of the JV Closing Consideration unless all the JV Closing
Conditions are fulfilled or waived by XFM. Without prejudice to any other remedies available
to XFM, XFM may defer JV Closing and the payment of the JV Closing Consideration until all JV
Closing Conditions are fulfilled or waived.5.2
    
    Conditions to JV Closing. The obligations of XFM under this Agreement to pay the JV
Closing Consideration are subject to the satisfaction or waiver on or before the JV Closing
Date of all of the conditions and the delivery set out hereunder (collectively, the JV
Closing Conditions).5.3
    
    JV Closing Deliverables. Upon the JV Closing, the Vendor and the Covenantor shall
deliver or procure to be fulfilled or delivered to XFM the following documents:
 (a)
    
    original of the joint venture contract duly executed by SDTC for establishment
of each of the JVs in a form satisfactory to XFM;(b)
    
    original of the articles of association of each of the JVs duly executed by
SDTC for establishment of the JVs in the form satisfactory to XFM;(c)
    
    all approval, licenses and certificates required for establishment of the JVs;(d)
    
    all corporate records of the JVs (including its company chop, seal, finance
chop and legal representative chop);(e)
    
    originals of duly completed and signed documents required for the appointment
of directors and legal representative of the JVs in the form satisfactory to XFM;(f)
    
    original of the duly completed and signed assignment agreements entered into
among Tianjin TV Station, SDTC and each of the JVs in form satisfactory to
 - 18 -




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XFM, under which SDTCs operation rights of each of the Digital Channels shall be
assigned exclusively to each of the respective JVs;
 (g)
    
    original of the agreements between SDTC and each JV in form satisfactory to XFM
under which SDTC authorises such JV to operate one of the Digital Channels as
designated by XFM (collectively, the JV Cooperation Agreements);(h)
    
    originals of documents issued by competent Governmental Authority certifying
that two (2) of the Digital Channels designated by XFM have been repositioned as a
North American sports channel which is allowed to broadcast content relating to sports,
among others, in North American and a fighting channel which is allowed to broadcast
content relating to fighting including, but not limited to, boxing and martial arts,
respectively, in form and substance satisfactory to XFM;(i)
    
    original documents and agreements duly completed and signed as required by XFM
for the appointment of such person(s) as designated by XFM to be the director(s) and
legal representative of each JV;(j)
    
    originals of duly completed and executed documents required for the appointment
of bank account signatories of all bank accounts of each JV to such person as
designated by XFM;(k)
    
    written confirmation from the Vendor that it is not aware of any matter or
thing which is in breach of or inconsistent with any of the representations, warranties
and undertakings herein contained;(l)
    
    such other papers and documents as XFM may reasonably require for the purposes
herein, including but not limited to, all documents required to be signed, submitted to
and/or registered with to any Governmental Entity; and(m)
    
    such other papers and documents as XFM may reasonably require.
 5.4
    
    Other JV Closing Conditions. The obligations of XFM under this Agreement to pay the
JV Closing Consideration are subject to the satisfaction or waiver on or before the Relevant
Date of each of the following:
 (a)
    
    Representations and Warranties. All representations and warranties
shall be true on and as of the JV Closing or the date of payment with the same effect
as though such representations and warranties had been made on and at such date.(b)
    
    Performance. Each member of the Group shall have performed and
complied with all agreements, obligations and conditions contained in this Agreement,
the Ancillary Agreements that are required to be performed or complied with by it on or
before the JV Closing or the date of payment.
 - 19 -




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(c)
    
    No Material Adverse Change. There has not occurred any Material
Adverse Change in the Groups business, financial condition, Assets or operations since
31 July 2008.(d)
    
    Licenses. All Licenses shall be valid and in full force and shall be
renewable solely by each member of the Group (as applicable) or its branch throughout
the period from 31 July 2008 to the JV Closing Date or date of payment.(e)
    
    Tianjin TV Station Rights. All related rights granted in favour of
SDTC by Tianjin TV Station including, but not limited to, all such rights and benefits
granted to SDTC under the Jiasen Cooperation Agreement, have been duly transferred or
assigned to each of the JVs to the satisfaction of XFM and in accordance with the JV
Cooperation Agreements and all documents required for the foregoing purposes have been
completed and signed and, where applicable, filed with the relevant Government Entity.(f)
    
    Directors and Legal Representative.Such persons as designated by XFM
have been duly appointed as directors and legal representative of each JV and all
documents required for such purposes have been completed and signed and, where
applicable, filed with the relevant Government Entity.
 6.
    
    DEFRERAL OF CLOSING6.1
    
    Deferral of Closing. Without prejudice to any other remedies available to XFM, if any
provision of Clause 3 and/or 5 has not been complied with by the Vendor or the Covenantor on
the Jiasen Closing Date and/or JV Closing Date, XFM may:
 (a)
    
    proceed to the Closing so far as practicable (without prejudice to its rights
hereunder); or(b)
    
    rescind its obligations to purchase the interests in the Company Shares and the
Equity Interests under this Agreement without prejudice to any other remedy and without
incurring any liability to the Vendor, the Covenantor or the Company.
 6.2
    
    Without prejudice to any other remedies available to the Parties, if the Jiasen Closing
Conditions have not been satisfied within sixty (60) days following the execution of this
Agreement, XFM may rescind its obligations to purchase the Company Shares and the Equity
Interests and the Vendor shall, and the Covenantor shall procure the Vendor to, return all
payments it has then received from XFM under this Agreement to XFM within fifteen (15) days
following the rescission together with an interest calculated at an interest rate of twelve
per cent (12%) per annum.6.3
    
    Without prejudice to any other remedies available to the Parties, if the JV Closing
Conditions have not been satisfied within one hundred and twenty (120) days following the
Jiasen Closing Date, XFM shall be entitled to rescind its and/or XFM VIEs obligations to
invest into the JV. The Vendor and the Covenantors shall compensate XFM with an amount equal
to the capital XFM VIE already contributed
 - 20 -




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into the JV together with an interest calculated at an interest rate of twelve per cent (12)% per annum as XFMs liquidated damage within fifteen (15) days following the rescission.
 7.
    
    COVENANTS7.1
    
    Further Covenants. The Vendor and the Covenantor hereby jointly and severally
irrevocably covenant and undertake to XFM to execute and deliver and procure the due execution
and delivery of all such further documents required to be signed by the Vendor, the Covenantor
or members of the Group as are necessary to vest in XFM or the XFM Nominee all such property
and rights as are intended to be vested in them by or pursuant to this Agreement. Each of the
signing parties shall bear the expenses incurred by it.7.2
    
    Directors. Each of the parties hereto shall do and shall procure to be done all
actions necessary to ensure that the directors of the Group shall be such persons nominated by
XFM as stipulated in this Agreement.7.3
    
    Limitation on Transfer of Interests. Prior to Jiasen Closing Date, none of the
parties to this Agreement shall sell, give, assign, hypothecate, pledge, encumber, grant a
security interest in or otherwise dispose of (whether by operation of law or otherwise) (each
a transfer) any Company Shares, Equity Interests, interests in any of the Group or any
right, title or interest in or to any of them except in connection with fundraising activities
of XFM and in accordance with the memorandum and articles of association of the respective
company, as applicable, and any attempt to transfer any Company Shares or Equity Interests,
interests in any of the Group or any right, title or interest in or to any of them in
violation of the preceding sentence shall be null and void ab initio.7.4
    
    Capital Contribution to JV. The Vendor and the Covenantor jointly and severally
covenants to cause SDTC to provide capital contribution to each JV as required by XFM in
accordance with the laws and regulations of the PRC.7.5
    
    JVs. The Vendor and the Covenantor jointly and severally irrevocably covenant and
undertake to XFM to execute and deliver and procure the due execution and delivery of all such
further documents required to be signed by the Vendor, the Covenantor or members of the Group
and do to all such things as are necessary to establish the JVs.8.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR AND THE COVENANTOR8.1
    
    The Vendor and the Covenantor hereby jointly and severally represent and warrant and covenant
to XFM that all the statements set out under Schedule D are true and correct as of the date
hereof and as at Jiasen Closing. The Vendor and the Covenantor hereby jointly and severally
further represent and warrant and covenant to XFM that all the statements set out under
Schedule E are true and correct as at JV Closing.
 - 21 -




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9.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF XFMXFM hereby represents, warrants and covenants to the Vendor that each of the following
statements is true as at the date hereof and at Jiasen Closing:9.1
    
    Organisation and Qualification. It is a person or a legal entity duly organised and
validly existing under the laws of its jurisdiction of incorporation.9.2
    
    Authorisation. It has taken all corporate or other action required to authorise, and
has duly authorised, the execution, delivery and performance of this Agreement and upon due
execution and delivery the same will constitute its legal, valid and binding obligations
enforceable in accordance with its terms.9.3
    
    Power and Authority. It has full power and authority to make the covenants and
representations referred to herein and to purchase the Company Shares and to execute, deliver
and perform this Agreement. It has the capacity to pay (or issue) the Total Consideration and
other payment as provided in this Agreement to the Vendor.9.4
    
    Compliance with Laws and Other Instruments. It holds, and at all times has held all
licenses, permits, and authorizations from all governmental entities necessary for the lawful
conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and
regulations of all such authorities having jurisdiction over it or any part of its operations.
There are no violations or claimed violations of any such license, permit, or authorization,
or any such statute, law, ordinance, rule or regulation.9.5
    
    Corporate Governance. Neither the execution and delivery of this Agreement and
Ancillary Agreements nor the performance by it of its obligations under this Agreement and
Ancillary Agreements will (i) conflict with or result in any breach of its charter documents;
(ii) require any Consents by Governmental Entity, (iii) conflict with, result in a breach or
default of, or give rise to any right of termination, cancellation or acceleration or result
in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or
Assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order,
government permit, license or order or any mortgage, indenture, note, license, trust,
agreement or other agreement, instrument or obligation to which it is a party.
 10.
    
    INDEMNITY10.1
    
    Indemnity of XFM. The Vendor and the Covenantor shall jointly and severally
indemnify and will keep indemnified and save harmless XFM and its nominees from and against
the following (collectively, the Losses):
 (a)
    
    any and all losses, claims, damages (including damages, interest, penalties,
fines and monetary sanctions) liabilities and costs incurred or suffered by XFM or its
nominees by reason of, resulting from, in connection with, or arising in any manner
whatsoever out of the breach of any warranty,
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representation or covenant given hereunder or the inaccuracy of any representation given hereunder in respect of any
member of the Group contained or referred to in this Agreement in connection therewith provided that the
indemnity contained in this Clause shall be without prejudice to any other rights
and remedies available to XFM;
 (b)
    
    any and all losses, claims, damages liabilities and costs incurred or suffered
by any member of the Group by reason of, resulting from, in connection with, or arising
in any manner whatsoever out of or from any action, inaction or omission prior to
Jiasen Closing Date including, but not limited to, any diminution in the value of the
Assets of any of the member of the Group and any payment made or required to be made by
the member of the Group and any costs and expenses incurred as a result of such breach
provided that the indemnity contained in this Clause shall be without prejudice to any
other rights and remedies available to XFM; or(c)
    
    any loss, claim, liability, expense, or other damage attributable to:
 (i)
    
    any and all taxes (or the non-payment thereof) of any member of
the Group or the Company or any subsidiary of the Company for all taxable
periods ending on or before the Jiasen Closing Date (Pre-Closing Tax Period);(ii)
    
    all taxes of any member of an affiliated, consolidated,
combined or unitary group of which any member of the Group (or any predecessor
of any of the foregoing) is or was a member on or prior to the Jiasen Closing
Date; and(iii)
    
    any and all taxes of any person (other than any member of the
Group) imposed on any member of the Group as a transferee or successor, by
contract or pursuant to any law, rule, or regulation, which taxes relate to an
event or transaction occurring before the Jiasen Closing.
 10.2
    
    Tax Matters.
 (a)
    
    Payment in full of any amount due from the Vendor or the Covenantor under this
Clause shall be made to XFM in immediately available funds at least two (2) Business
Days before the date payment of the taxes to which such payment relates is due, or, if
no tax is payable, within fifteen days after written demand is made for such payment.(b)
    
    Notwithstanding the foregoing, XFM shall provide the Vendor with reasonably
prompt written notice of any proposed tax adjustment that may give rise to the Vendors
or the Covenantors indemnification obligation hereunder and shall cooperate with the
Vendor and permit the Vendor to participate, at its own expense, in the audit or other
proceeding. Notwithstanding the preceding sentence, in the event that the Vendor wants
to accept a proposed settlement of a tax claim for which they have an indemnity
 - 23 -




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obligation pursuant to this Clause (the Tax Settlement Option) and XFM determines
that it prefers to pursue the tax claim further, XFM may pursue the tax claim without
the participation of Vendor.(c)
    
    In the case of any taxable period that ends on or before the Jiasen Closing
Date (a Straddle Period), the amount of any taxes based on or measured by income or
receipts of the Group or any member thereof for the Pre-Closing Tax Period shall be
determined based on an interim closing of the books as of the close of business on the
Jiasen Closing Date, and the amount of other taxes of the Group for a Straddle Period
which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such tax
for the entire taxable period multiplied by a fraction the numerator of which is the
number of days in the taxable period ending on the Jiasen Closing Date and the
denominator of which is the number of days in such Straddle Period.
 10.3
    
    Costs. For the purposes of this Clause, costs includes reasonable lawyers and
accountants fees and expenses, court costs and all other out-of-pocket expenses.10.4
    
    Survival of Warranties and Indemnity. The representations and warranties of the
Vendor and the Covenantor to this Agreement given under this Agreement shall survive Jiasen
Closing.10.5
    
    Third Party Claims.
 (a)
    
    A party entitled to indemnification hereunder (an Indemnified Party) shall
notify promptly the indemnifying party (the Indemnifying Party) in writing of the
commencement of any action or proceeding with respect to which a claim for
indemnification may be made pursuant to this Agreement.(b)
    
    In case any claim, action or proceeding is brought against an Indemnified Party
and the Indemnified Party notifies the Indemnifying Party in writing of the
commencement thereof, the Indemnifying Party shall be entitled to participate therein
and to assume the defense thereof, to the extent that it chooses, with counsel
reasonably satisfactory to such Indemnified Party, and after notice from the
Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party
shall not be liable to such Indemnified Party for any legal or other expenses
subsequently incurred by such Indemnified Party in connection with the defense thereof
other than reasonable costs of investigation; provided, however, that:
 (i)
    
    if the Indemnifying Party fails to take reasonable steps
necessary to defend diligently the action or proceeding within twenty (20)
calendar days after receiving notice from such Indemnified Party that the
Indemnified Party reasonably believes it has failed to do so; or(ii)
    
    if such Indemnified Party who is a defendant in any claim or
proceeding which is also brought against the Indemnifying Party reasonably
shall have concluded that there may be one or more legal
 - 24 -




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defenses available to such Indemnified Party which are not available to the Indemnifying Party; or(iii)
    
    if representation of both parties by the same counsel is
otherwise inappropriate under applicable standards of professional conduct,
 then, in any such case, the Indemnified Party shall have the right to assume or
continue its own defense as set forth above (but with no more than one firm of
counsel for all Indemnified Parties in each jurisdiction), and the Indemnifying
Party shall be liable for any expenses therefor.
 10.6
    
    Settlement of Claims.
 (a)
    
    No Indemnifying Party shall, without the written consent of the Indemnified
Party, effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification may be sought hereunder (whether or not the Indemnified Party is an
actual or potential party to such action or claim) unless such settlement, compromise
or judgment:
 (i)
    
    includes an unconditional release of the Indemnified Party from
all liability arising out of such action or claim;(ii)
    
    does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any Indemnified Party; and(iii)
    
    does not include any injunctive or other non-monetary relief.
 (b)
    
    the Indemnified Party may, in its sole discretion, offset against any payment
any Losses incurred or suffered by the Indemnifying Party and for which the
Indemnifying Party is entitled to be indemnified in this Agreement.
 11.
    
    TERMINATION11.1
    
    Termination. This Agreement may be terminated at any time prior to the Jiasen
Closing:
 (a)
    
    by XFM if, between the date hereof and the Jiasen Closing Date:
 (i)
    
    there is a Material Adverse Change caused by the Vendors or
the Covenantors breach of any provision of this Agreement or the Ancillary
Agreements;(ii)
    
    any representations and warranties made by the Vendor and the
Covenantor as contained in this Agreement shall not have been
 - 25 -




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materially true and correct when made;(iii)
    
    the Vendor or the Covenantor shall not have complied in all
material respects with the covenants or agreements contained in this Agreement to be complied with by it; or(iv)
    
    member of the Group who makes a general assignment for the
benefit of creditors, or any proceeding shall be instituted by or against the
company seeking to adjudicate it bankrupt or insolvent, or seeking liquidation,
winding up or reorganization, arrangement, adjustment, protection, relief or
composition of its debts under any law related to bankruptcy, insolvency or
reorganization.
 In event of the termination under this Clause 11.1(a), without prejudice to any
other remedies available to the Parties, the Vendor shall and the Covenantor shall
procure the Vendor to return all payments it has then received from XFM under this
Agreement to XFM within fifteen (15) days following the termination together with
interest calculated at an interest rate of twelve per cent (12%) per annum.(b)
    
    by the Vendor if, between the date hereof and the Jiasen Closing Date:
 (i)
    
    any representations and warranties made by XFM contained in
this Agreement shall not have been materially true and correct;(ii)
    
    XFM shall not have complied in all material respects with the
covenants or agreements contained in this Agreement to be complied with by it;
or(iii)
    
    XFM makes a general assignment for the benefit of creditors,
or any proceeding shall be instituted by or against XFM seeking to adjudicate
XFM in question bankrupt or insolvent, or seeking liquidation, winding up or
reorganization, arrangement, adjustment, protection, relief or composition of
its debts under any law related to bankruptcy, insolvency or reorganization;
 In event of the termination under this Clause 11.1(b), the Vendor shall and the
Covenantor shall procure the Vendor to return all payments it has then received from
XFM under this Agreement to XFM within fifteen (15) days following the termination.(c)
    
    by XFM or the Vendor in the event that any competent governmental authority in
the PRC shall have issued an order, decree or ruling or taken any other action
restraining, enjoining or otherwise prohibiting the transactions contemplated by this
Agreement or the proposed business and operation of the Group; or(d)
    
    by the written consent of XFM and the Vendor.
 - 26 -




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##### 



In event of the termination under Clauses 11.1(c) and (d), the Vendor shall and the
Covenantor shall procure the Vendor to return all payments it has then received from XFM
under this Agreement to XFM within fifteen (15) days following the termination.10.2
    
    Effect of Termination. In the event of termination of this Agreement as provided in
Clause 10.1, this Agreement shall forthwith become void provided that nothing herein shall
relieve any party hereto from liability for any breach of this Agreement.12.
    
    CONFIDENTIALITY AND NON-DISCLOSURE12.1
    
    Non-Disclosure of Terms. The terms and conditions of this Agreement and the
Ancillary Agreements, including their existence, shall be considered confidential information
and shall not be disclosed by any party hereto to any third party except in accordance with
the provisions set forth below provided that such confidential information shall not include
any information that is in the public domain other than by the breach of the confidentiality
obligations hereunder.12.2
    
    Press Releases, Etc. Any press release issued by any party hereto or any member of
the Group in relation to this Agreement shall be approved in advance in writing by the each
Party to this Agreement, whose consent shall not be unreasonably withheld. No other
announcement regarding any of the terms set forth in this Agreement in a press release,
conference, advertisement, announcement, professional or trade publication, mass marketing
materials or otherwise to the general public may be made without the prior written consent of
each Party to this Agreement, whose consent shall not be unreasonably withheld.12.3
    
    Permitted Disclosures. Notwithstanding the foregoing, any party may disclose any of
the terms set forth in this Agreement (i) to its current or bona fide, employees, bankers,
lenders, partners, accountants and attorneys and other professional advisers, in each case
only where such persons or entities are under appropriate non-disclosure obligations; or (ii)
as may be required by law or the rules and regulations of any stock exchange.12.4
    
    Other Information. The provisions of this Clause shall be in addition to, and not in
substitution for, the provisions of any separate nondisclosure agreement executed by any of
the parties hereto with respect to the transactions contemplated hereby.13.
    
    MISCELLANEOUS13.1
    
    Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
 - 27 -




---



##### 



13.2
    
    Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of Hong Kong.13.3
    
    Arbitration. Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or invalidity thereof, shall be settled by binding arbitration in accordance with the UNCITRAL Arbitration Rules as present in force
in the manner set forth in this Clause:
 (a)
    
    The procedures of this Clause may be initiated by a written notice (a
Dispute Notice) given by one party (a Claimant) to the other, but not before
thirty (30) days have passed during which the parties have been unable to reach a
resolution. The Dispute Notice shall be accompanied by (i) a statement of the
Claimant describing the dispute in reasonable detail and (ii) documentation, if any,
supporting the Claimants position on the dispute. Within twenty (20) days after the
other partys (the Respondent) receipt of the Dispute Notice and accompanying
materials, the dispute shall be resolved by binding arbitration in Hong Kong under
the UNCITRAL Arbitration Rules. All arbitration procedures pursuant to this paragraph
(a) shall be confidential and treated as compromise and settlement negotiations and
shall not be admissible in any arbitration or other proceeding.(b)
    
    The parties shall agree on a single arbitrator to resolve the dispute. If the
Parties fail to agree on the designation of an arbitrator within a twenty (20)-day
period the Hong Kong International Arbitration Centre shall be requested to designate
the single arbitrator. If the arbitrator becomes disabled, resigns or is otherwise
unable to discharge the arbitrators duties, the arbitrators successor shall be
appointed in the same manner as the arbitrator was appointed.(c)
    
    Any award arising out of arbitration (i) shall be binding and conclusive upon
the parties; (ii) shall be limited to a holding for or against a party, and affording
such monetary remedy as is deemed equitable, just and within the scope of this
Agreement; (iii) may not include special, indirect, incidental, consequential,
special, punitive or exemplary damages or diminution in value; (iv) may in
appropriate circumstances include injunctive relief; and (v) may be entered in a
court.(d)
    
    Arbitration shall not be deemed a waiver of any right of termination under
this Agreement, and the arbitrator is not empowered to act or make any award other
than based solely on the rights and obligations of the parties prior to termination
in accordance with this Agreement.(e)
    
    The arbitrator may not limit, expand or otherwise modify the terms of this
Agreement.(f)
    
    Each party shall bear its own expenses incurred in any arbitration or
litigation, but any expenses related to the compensation and the costs of the
arbitrator shall be borne equally by the parties to the dispute.
 - 28 -




---



##### 



(g)
    
    If any action or proceeding is commenced to construe or enforce this
Agreement or the rights and duties of the parties hereunder, then the party
prevailing in that action, and any appeal thereof, shall be entitled to recover its
attorneys fees and costs in that action or proceeding, as well as all costs and fees of any appeal or action to enforce any judgment entered in connection
therewith.
 13.4
    
    Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.13.5
    
    Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement.13.6
    
    Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon personal
delivery to the party to be notified or upon postal service delivery, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the address
indicated for such party on the signature page hereof or by facsimile at the facsimile number
set forth on the signature page hereof, or at such other address or facsimile number as such
party may designate by ten (10) days advance written notice to the other parties.13.7
    
    Expenses. Each of the parties hereto shall be responsible for its own costs and
expenses incurred in the preparation, negotiation and execution of this Agreement.13.8
    
    Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision was so excluded and
shall be enforceable in accordance with its terms.13.9
    
    Language. This Agreement shall be executed in English.
 - 29 -




---



##### 



EXECUTION
 IN WITNESS WHEREOF
 The Purchaser
For and on behalf of Xinhua Finance Media LimitedBy:/s/ Fredy BushName:
    Fredy BushTitle:
    DirectorAddress of XFM:Rm 2201, 22/F, Tower D, Central International Trade Center,6A JianWai Avenue,
Chaoyang District, Beijing 100022, ChinaTelephone:
    8610 8567 6000Facsimile:
    8610 8567 6074




---



##### 



The Vendor
For and on behalf of Prime Day Management LimitedBy:
    /s/ Ge ZhijunName:
    Ge ZhijunTitle:
    DirectorAddress of the Company:Rooms 1910-1913, Hutchison House, 10 Harcourt Road, Central, Hong KongTelephone:Facsimile:The Company
For and on behalf of Starease LimitedBy:
    /s/ Ge ZhijunName:
    Ge ZhijunTitle:
    DirectorAddress of the company:Rooms 1910-1913, Hutchison House, 10 Harcourt Road, Central, Hong KongTelephone:Facsimile:




---



##### 



The CovenantorBy:
    Ge Zhijun/s/ Ge ZhijunAddress:Room 1110, Block 1, Wanke City Garden, Xinxing Road,
Heping District, Tianjin, Peoples Republic of ChinaTelephone:Facsimile:




---



##### 



Schedule A
 Details of Company Shares
 Purchaser
    
    Vendor
    
    No. of Company
SharesXinhua Finance Media Limited
    
    GE Zhijun
    
    100




---



##### 



Schedule B
Corporate Details of the Group as at the date of signing of this Agreement
 A. The Company
 Name
    
    Starease LimitedDate and Place of Incorporation
    
    18 August 2008, British Virgin IslandsIncorporation Number
    
    1499637Registered Address
    
    P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin IslandsAuthorized Capital
    
    US$50,000 divided into 50,000 shares with a
par value of US$1Issued Capital
    
    One (1) shareShareholder
    
    Name
    
    Number ofOrdinary SharesPrime Day Management Limited
    
    One (1)Total:
    
    One (1)Director(s)
    
    Ge ZhijunCompany Secretary
    
    DSC (Corporate Services) Limited
 B. CMN
 Name
    
    China Media Network Limited
((CHINESE CHARACTERS))Date and Place of Incorporation
    
    5 October 2007, Hong KongIncorporation Number
    
    1173165Registered Address
    
    Rooms 1910-1913, Hutchison House, 10 Harcourt Road, Central, Hong KongRegistered Capital
    
    HK$10,000 divided into 10,000 shares of
HK$1 eachIssued Capital
    
    One (1) shareShareholder
    
    Name
    
    Number ofOrdinary SharesStarease Limited
    
    One (1)Total:
    
    One (1)Director(s)
    
    Ge ZhijunCompany Secretary
    
    DSC (Corporate Services) Limited




---



##### 



C. HBLD
 Name
    
    Shenzhen Hai Bei Lei Di Business
Consulting Co., Ltd.
((CHINESE CHARACTERS))Date and Place of Incorporation
    
    31 March 2008, PRCRegistration number
    
    440301503298392Registered Address
    
    No.629, West of the Sixth Floor of Honggui
Apartment, No. 2068 Honggui Road, Luohu
District, Shenzhen, PRCRegistered Capital
    
    HKD500,000Shareholder
    
    Name
    
    ShareholdingChina Media Network Limited
    
    HKD500,000(100%)Total:
    
    HKD500,000Legal Representative
    
    Zhang XianBusiness Scope
    
    Business information consulting,
investment advisory, marketing plan and
technology information consulting (Not
including security advisory, personnel
intermediary services and other restricted
items)Business term
    
    31 March 2008 to 31 March 2038




---



##### 



D. Jiasen
 Name
    
    (CHINESE CHARACTERS)(Shanghai Jiasen Advertising Co., Ltd)Date and Place of Incorporation
    
    17 July 2008, PRCRegistration number
    
    310107000539336Registered Address
    
    Room 108, Building 2, No.188, Lane 1035,
Qilianshan Road, Putuo District, ShanghaiRegistered Capital
    
    RMB 100,000Shareholder
    
    Name
    
    ShareholdingZhou Kaidian
    
    RMB100,000(100%)Total:
    
    RMB100,000Legal Representative
    
    Zhou KaidianBusiness Scope
    
    To design, produce and release
advertisement; to act as an advertising
agent; exhibition services; to sale
educational supplies (a license needed for
those involved administrative license).Business term
    
    17 July 2008 to 16 July 2018
 E. SDTC
 Name
    
    (CHINESE CHARACTERS)
(Tianjin Shidai Tianchuang Co. Ltd.)Date and Place of Incorporation
    
    11 August 2004, PRCRegistered Address
    
    No.8 Xinghua 7thBranch Road, Xiqing
Econimic Development Zone, Tianjin, PRCRegistered Capital
    
    RMB 55,000,000Shareholder
    
    Name
    
    ShareholdingTianjin TV Station
    
    RMB 28,050,000(51%)Tianjin Rong Chuang Real Estate Development Co., Ltd.((CHINESE CHARACTERS))
    
    RMB 26,950,000(49%)Total:
    
    RMB50,000,000




---



##### 



Legal Representative
    
    Wan KeDirectors & Supervisors
    
    DirectorsWan Ke, Sun Hongbin, Gao Guiqin, Zhang Ying, Kong
Lingquan, Zhang Xuesong, Chen HengliuSupervisorsJing Lifang, Wang Jin, Sun TielinBusiness Scope
    
    Radio and Television Program Production (production
of Teleplay, Special Topic, Arts, Cartoon etc.) (to
operate according to the radio and television
program production license, expiration date to 1
April, 2009); to utilize digital channels to provide
users with paid services; advertising; Meeting
services; wholesale and retail of stationery,
communication equipment (excluding cell phone,
pager) and network equipment; network and system
debugging and installation (the foregoing scope of
businesses are subject to special franchise
provisions ordained by the country).Business term
    
    11 August 2004 to 10 August 2019




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##### 



Schedule C
Corporate Details of the Group immediately following Jiasen Closing Date
 A. The Company
 Name
    
    Starease LimitedDate and Place of Incorporation
    
    18 August 2008, British Virgin IslandsIncorporation Number
    
    1499637Registered Address
    
    P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin IslandsAuthorized Capital
    
    US$50,000 divided into 50,000 shares with a par
value of US$1Issued Capital
    
    One (1) shareShareholder
    
    Name
    
    Number ofOrdinary SharesXinhua Finance Media Limited
    
    One (1)Total:
    
    One (1)Director(s)
    
    XFM NomineeCompany Secretary
    
    XFM Nominee
 B. CMN
 Name
    
    China Media Network LimitedDate and Place of
Incorporation
    
    5 October 2007, Hong KongIncorporation Number
    
    1173165Registered Address
    
    Rooms 1910-1913, Hutchison House, 10 Harcourt
Road, Central, Hong KongRegistered Capital
    
    HK$10,000 divided into 10,000 shares of HK$1
eachIssued Capital
    
    One (1) share




---



##### 



Shareholder
    
    Name
    
    Number ofOrdinary SharesStarease Limited
    
    One (1)Total:
    
    One (1)Director(s)
    
    XFM NomineeCompany Secretary
    
    XFM Nominee
 C. HBLD
 Name
    
    Shenzhen Hai Bei Lei Di Business Consulting
Co., Ltd. ((CHINESE CHARACTERS))Date and Place of Incorporation
    
    31 March, 2008Registration number
    
    440301503298392Registered Address
    
    No.629, West of the Sixth Floor of Honggui
Apartment, No. 2068 Honggui Road, Luohu
District, Shenzhen, PRCRegistered Capital
    
    HKD500,000Shareholder
    
    Name
    
    ShareholdingChina Media Network Limited
    
    HKD500,000(100%)Total:
    
    HKD500,000Legal Representative
    
    XFM NomineeExecutive Director & Supervisor
    
    XFM NomineeBusiness Scope
    
    Business information consulting, investment
advisory, marketing plan and technology
information consulting (Not including security
advisory, personnel intermediary services and
other restricted items)Business term
    
    31 March 2008 to 31 March 2038




---



##### 



D. Jiasen
 Name
    

(CHINESE CHARACTERS)
(Shanghai Jiasen Advertising Co., Ltd)Date and Place of Incorporation
    
    17 July 2008Registration number
    
    310107000539336Registered Address
    
    Room 108, Building 2, No.188, Lane 1035,
Qilianshan Road, Putuo District, ShanghaiRegistered Capital
    
    RMB 100,000Shareholder
    
    Name
    
    ShareholdingXFM Nominee
    
    RMB100,000(100%)Total:
    
    RMB100,000Legal Representative
    
    XFM NomineeExecutive Director
    
    XFM NomineeBusiness Scope
    
    To design, produce and release
advertisement; to act as an advertising
agent; exhibition services; to sale
educational supplies (a license needed for
those involved administrative license).Business term
    
    17 July 2008 to 16 July 2018
 E. SDTC
 Name
    
    (CHINESE CHARACTERS)
(Tianjin Shidai Tianchuang Co. Ltd.)Date and Place of Incorporation
    
    11 August 2004Registered Address
    
    No.8 Xinghua 7thBranch Road, Xiqing
Economic Development Zone, TianjinRegistered Capital
    
    RMB 55,000,000Shareholder
    
    Name
    
    ShareholdingTianjin TV Station
    
    RMB28,050,00(51%)(CHINESE CHARACTERS)(Shanghai Jiasen Advertising Co., Ltd)
    
    RMB 26,950,000 (49%)Total:
    
    RMB50,000,000




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##### 



Legal Representative
    
    Wan KeDirectors & Supervisors
    
    DirectorsWan Ke, Gao Keming, Kong Lingquan, Zhu Shan, Hu PingSupervisorsJing Linfang, Wan Li, Ge ZhijunBusiness Scope
    
    Radio and Television Program Production
(production of Teleplay, Special Topic, Arts,
Cartoon etc.) (to operate according to the
radio and television program production
license, expiration date to 1 April, 2009); to
utilize digital channels to provide users with
paid services; advertising; Meeting services;
Wholesale and retail of stationery,
communication equipment (excluding cell phone,
pager) and network equipments network and
system debugging and installation (the
foregoing scope of businesses shall be subject
to special franchise provisions ordained by the
country).Business term
    
    11 August 2004 to 10 August 2019




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##### 



Schedule D
Jiasen Closing Representations and Warranties
 1.1
    
    The Company. In respect of the Company and CMN:
 (a)
    
    Organization, Standing, and Power. It is a company duly organized,
validly existing, and in good standing under the laws of British Virgin Islands (in
the case of the Company) and Hong Kong (in the case of CMN), has all requisite
corporate power and authority to carry on its businesses, and is duly qualified and in
good standing to do business in each jurisdiction in which it conducts business. It
has made available to XFM complete and correct copies of its articles of
incorporation, bylaws, registers and/or other organizational documents, in each case,
as amended to the date hereof (collectively, the Company Charter Documents).(b)
    
    Corporate Records. Its minute books and corporate records, complete
and correct copies of which have been made available to XFM, contain correct and
complete records of all proceedings and actions taken at all meetings of, or effected
by written consent of its shareholders and its board of directors and all original
issuances and subsequent transfers, repurchases, and cancellations of its shares.(c)
    
    Capital Structure.
 (i)
    
    Immediately prior to and following the Jiasen Closing Date
its issued share capital will be as set forth in Schedule B and Schedule C,
respectively.(ii)
    
    There are no options, warrants, calls, conversion rights,
commitments, agreements, contracts, restrictions, or rights of any character
to which it is a party or by which it may be bound obligating company to
issue, deliver or sell, or cause to be issued, delivered or sold, additional
shares, or obligating it to grant, extend or enter into any such option,
warrant, call, conversion right, commitment, agreement, contract,
understanding, restriction, arrangement or right. It does not have
outstanding any bonds, debentures, notes or other indebtedness.(iii)
    
    None of its Company Shares are beneficial owned or
Controlled by any Chinese nationals or residents.
 (d)
    
    Subsidiaries and Branches. It does not presently own or Control,
directly or indirectly, any interest in any other corporation, association, or other
business entity, and is not a participant in any joint venture, partnership, or
similar arrangement, except as set forth in Schedule B. Its particulars as set forth
in Schedule B are true and accurate in all respects and the percentage of its share capital shown therein as owned or Controlled by it is
beneficially owned and clear of all Encumbrances. There is no agreement or
arrangement in force which calls for the present or future issue or sale of, or
grant to any person the




---



##### 



right (whether conditional or otherwise) to call for the
issue, sale or transfer of any of its share or loan capital (including any of its
option, notes, warrants or other securities or rights convertible or ultimately
convertible into shares or equity interests).(e)
    
    Authority. The execution, delivery, and performance of this
Agreement by the Company have been duly authorized by all necessary action of its
board of directors and shareholders. Certified copies of the resolutions adopted by
the Companys board of directors approving this Agreement and transactions
contemplated hereby and thereby have been provided to XFM.(f)
    
    Execution. The Companys execution and delivery of this Agreement
shall constitute valid, binding, and enforceable obligations of it in accordance with
their terms, except to the extent that enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting the
enforcement of creditors rights generally and by general principles of equity,
regardless of whether such enforceability is considered in a proceeding at law or in
equity.(g)
    
    Compliance with Laws and Other Instruments. It holds, and at all
times has held, all licenses, permits, and authorizations from all governmental
entities necessary for the lawful conduct of its business pursuant to all applicable
statutes, laws, ordinances, rules, and regulations of all such authorities having
jurisdiction over it or any part of its operations. There are no violations or claimed
violations of any such license, permit, or authorization, or any such statute, law,
ordinance, rule or regulation.(h)
    
    Corporate Governance. Neither the execution and delivery of nor the
performance by it of its obligations under this Agreement will (i) conflict with or
result in any breach of its Company Charter Documents; (ii) require any Consent, (iii)
conflict with, result in a breach or default of, or give rise to any right of
termination, cancellation or acceleration or result in the creation of any lien,
charge, encumbrance, or restriction upon any of the properties or Assets of it or its
shares under, any law, statute, rule, regulation, judgment, decree, order, government
permit, license or order or any mortgage, indenture, note, license, trust, agreement
or other agreement, instrument or obligation to which it is a party.(i)
    
    No Liabilities and No Business Activities. Save as contemplated
under this Agreement, it has no liabilities of any nature howsoever arising, is not
involved in any litigation whether as plaintiff or defendant, has no Assets and is not
carrying on any business of any nature.(j)
    
    No Contracts. Save as contemplated under this Agreement, it has not
entered into any agreement, contract, legal arrangement or documentation of any type
or nature.




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##### 



(k)
    
    No PRC Shareholders. There are no persons who are nationals or
residents of the PRC who are shareholders or directors of the Company.
 1.2
    
    The PRC Group. In respect of each member of the PRC Group and their branches and
subsidiaries (if any):
 (a)
    
    Organization, Standing, and Power. It is a company duly organized,
validly existing, and in good standing under the laws of the PRC, have all requisite
corporate power and authority to carry on its businesses, and is duly qualified and in
good standing to do business in each jurisdiction in which it conducts business. The
company has made available to XFM complete and correct copies of the companys
articles of incorporation, in each case, as amended to the date hereof (collectively,
the PRC Charter Documents).(b)
    
    Corporate Records. The complete and correct copies of the minute
books and corporate records of the company which has been filed with the local
authorities including, but not limited to, the SAIC have been made available to XFM
and are materially complete, correct and accurate.(c)
    
    Capital Structure.
 (i)
    
    Immediately prior to the Equity Transfers, the capital
structure of each of the member of the PRC Group is as set forth in Schedule
B.(ii)
    
    There are no options, warrants, calls, conversion rights,
commitments, agreements, contracts, restrictions, or rights of any character
to which the company is a party or by which the company may be bound
obligating to issue, deliver or sell, or cause to be issued, delivered or
sold, additional equity interest, or obligating the company to grant, extend
or enter into any such option, warrant, call, conversion right, commitment,
agreement, contract, understanding, restriction, arrangement or right. The
company has outstanding any bonds, debentures, notes or other indebtedness.(iii)
    
    Immediately prior to the Jiasen Equity Transfer, Zhou
Kaidian ((CHINESE CHARACTERS)) is the owner of all interests in and to Jiasen free and clear
of all Encumbrances and, except any rights in favour of XFM in this Agreement,
no other party has any rights, now existing or contingent, whether or not
exercised or claimed and whether or not by exercise of the power of any Governmental Entity, to any interest in the
company.(iv)
    
    Immediately following the Jiasen Equity Transfer, Jiasen and
Tianjin TV Station are the owners of 49% and 51%, respectively, of the
interests in and to SDTC free and clear of all Encumbrances and, except any
rights in favour of Jiasen in this Agreement, no other party has any rights,
now existing or contingent, whether or not exercised or claimed and whether or
not by exercise of the power of any Governmental Entity, to any interest in
the company.




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##### 



(d)
    
    Subsidiaries. The company does not presently own or Control, directly
or indirectly, any interest in any other corporation, association, or other business
entity, and is not a participant in any joint venture, partnership, or similar
arrangement, except as set forth in Schedule B. The particulars of the company set
forth in Schedule B are true and accurate in all respects and the percentage of the
equity interest shown therein as owned or Controlled by any party is beneficially
owned free from any Encumbrance. There is no agreement or arrangement in force which
calls for the present or future issue or sale of, or grant to any person the right
(whether conditional or otherwise) to call for the issue, sale or transfer of any
share or loan capital of the company (including any option, notes, warrants or other
securities or rights convertible or ultimately convertible into shares or equity
interests in the company).(dd)
    
    SDTC Equity Transfer. The SDTC Equity Transfer has been duly
completed and all consideration for the SDTC Equity Transfer has been fully paid.
The execution and delivery of all necessary documents and the submission to and
registration with the relevant Governmental Entities have been duly obtained.(e)
    
    Compliance with Laws and Other Instruments. The company holds all
material licences, permits, and authorizations from all governmental entities
necessary for the lawful conduct of its business pursuant to all applicable statutes,
laws, ordinances, rules, and regulations of all such authorities having jurisdiction
over it or any part of its operations or the failure to obtain which shall have a
Material Adverse Change on the business or Assets of the company. The company has
duly and promptly performed all requisite inspections, including but not limited to,
annual inspections by any Governmental Entity for the lawful conduct of its business
and its operation and for it to validly and legally hold all its licences, permits and
authorizations.(f)
    
    Corporate Governance. Neither the execution and delivery of this
Agreement nor the performance by the company of its obligations under this Agreement
will (i) conflict with or result in any breach of the PRC Charter Documents; (ii) require any Consent by any Governmental Entity, (iii)
conflict with, result in a breach or default of, or give rise to any right of
termination, cancellation or acceleration or result in the creation of any lien,
charge, encumbrance, or restriction upon any of the properties or Assets of the
company or equity interest in the company under any law, statute, rule, regulation,
judgment, decree, order, government permit, licence or order or any mortgage,
indenture, note, licence, trust, agreement or other agreement, instrument or
obligation to which the company is a party.
 1.3
    
    The Group. In respect of each of member of the Group and their branches and
subsidiaries (if any):
 (a)
    
    Technology and Intellectual Property Rights.




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##### 



(i)
    
    Schedule G contains a list of the Intellectual Property which
includes the following:
 (A)
    
    all patents, domain names, trademarks, trade names, trade dress and service marks, and any applications and
registrations for any of the foregoing, that is included in the Owned
Intellectual Property;(B)
    
    all registered copyrights, and applications for registered copyrights for any Owned Intellectual Property;(C)
    
    all material products and services that currently are published and/or offered by the company, or that are
currently under development by the company and scheduled to be
commercially released or offered within six (6) months of the Closing
Date;(D)
    
    all material licenses and sublicenses of Owned Intellectual Property;(E)
    
    all Licensed Intellectual Property (other than license agreements for standard shrink wrapped, off the shelf,
commercially available, third party products used by the company) and
any sublicenses thereto; and(F)
    
    any material obligation of exclusivity, non-competition, non-solicitation, first negotiation or most favoured
nation or equally favoured nation (e.g. obligating the company to
provide terms as favourable or more favourable as granted to others)
to which the company is subject under any agreement that does not fall within the ambit of (D) or (E) in
this paragraph.
 (ii)
    
    The company owns or has the right to use all Intellectual
Property used or held for use in the conduct of its business without any
conflict with the rights of others. All products and technology that have
been or currently are published and/or offered by the company or are under
development by the company, and all products and/or technology underlying any
and all services that have been or currently are offered by the company or are
under development by the company is either: (1) owned by the company, (2) in
the public domain, or (3) rightfully used by the company pursuant to a valid
written license or other agreement.(iii)
    
    The company is not, as a result of the execution or delivery
of this Agreement, nor performance of the Parties obligations under this
Agreements will the company be in violation of any license, sublicense or
other agreement relating to the Intellectual Property or of any non-disclosure
agreement to which the company is a party or otherwise bound.




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##### 



(iv)
    
    The company is not obligated to provide any financial
consideration or other consideration to any third party, nor is any third
party otherwise entitled to any financial consideration or other
consideration, with respect to any exercise of rights by the company or its
successors in the Intellectual Property.(v)
    
    The companys use, reproduction, modification, distribution,
licensing, sublicensing, sale, or any other exercise of rights in any Owned
Intellectual Property by the company or its licensees does not infringe,
misappropriate or violate any copyright, patent, trade secret, trademark,
service mark, trade name, firm name, logo, trade dress, database right, moral
rights, rights to use likeness, other intellectual property rights, right of
privacy, right of publicity or right in personal or other data of any person.
Further, the use, reproduction, modification, distribution, licensing,
sublicensing, sale, or any other exercise of rights in any Licensed
Intellectual Property or any other authorized exercise of rights in or to
Licensed Intellectual Property by the company or their licensees does not
infringe, misappropriate or violate any copyright, patent, trade secret,
trademark, service mark, trade name, firm name, logo, trade dress, moral
right, database right, other intellectual property right, right of privacy,
right of publicity or right in personal or other data of any person. Further,
the distribution, licensing, sublicensing, sale, or other provision of
products and services by the company or its resellers or licensees does not
infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name,
firm name, logo, trade dress, moral right, database right, other
intellectual property right, right of privacy, right of publicity or right
in personal or other data of any person.(vi)
    
    No action, suit or proceeding (i) challenging the validity,
enforceability, or ownership by the company of any of Owned Intellectual
Property or (ii) to the effect that the use, reproduction, modification,
manufacturing, distribution, licensing, sublicensing, sale or any other
exercise of rights in any Owned Intellectual Property by the company or its
licensees infringes, misappropriate or violates any intellectual property or
other proprietary or personal right of any person is pending or is threatened
by any person. Further, no claim to the effect that the distribution,
licensing, sublicensing, sale or other provision of products and services by
the company or its resellers or licensees infringes, misappropriates or
violates any intellectual property or other proprietary or personal right of
any person is pending or, to the knowledge of the Vendor, is threatened by any
person. There is no unauthorized use, infringement or misappropriation of any
of Owned Intellectual Property by any third party, employee or former employee
to the best knowledge of the Vendor.(vii)
    
    No other party has any security interests in any Intellectual Property.




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##### 



(viii)
    
    The company has secured from all parties who have created any portion of, or
otherwise have any rights in or to, Owned Intellectual Property, other than
employees of the company whose work product was created by them entirely
within the scope of their employment by the company and constitutes work made
for hire owned by the company, valid written assignments or licenses of any
such work or other rights to the company that are enforceable by the company
and has made available true and complete copies of such assignments or
licenses to XFM.(ix)
    
    The company owns all right, title and interest in and to all
data the company collect from or discloses about users of its products and
services. The companys practices regarding the collection and use of consumer
personal information are in accordance in all respects with applicable laws
and regulations of all jurisdictions in which the company operates.(x)
    
    No officer, director, stockholder or employee of the company,
nor any spouse, or relative thereof, owns directly or indirectly, in whole or
in part, any Intellectual Property.(xi)
    
    The Company has not transferred, assigned, disposed in any
manner of any Intellectual Property.
 (b)
    
    Financial Statements. There are no liabilities, claims or
obligations against the company of any nature in excess of US$5,000, whether absolute,
contingent, anticipated or otherwise, whether due or to become due, that are not shown
in the Financial Statements.(c)
    
    Accounts Receivable. All of the accounts receivable shown in the
Financial Statements as of the Closing Date will have arisen out of bona fide
transactions of the company in the ordinary course of business and have been collected
or are good and collectible in the aggregate recorded amounts thereof (less the
allowance for doubtful accounts also appearing in such Financial Statements and net of
returns and payment discounts allowable by the companys policies) and can reasonably
be anticipated to be paid in full without outside collection efforts within ninety
(90) days of the due date.(d)
    
    Taxes.
 (i)
    
    The company has timely filed (or caused to be filed) all tax
returns (Returns) required to be filed by it. All taxes required to be paid
(whether or not shown on any Return) in respect of the periods covered by such
Returns (Return Periods) have been paid or fully accrued up until Jiasen
Closing. The company has not requested or been granted any extension of time
to file any Return. The Vendors have




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##### 



made available to XFM true and correct
copies of all Returns, and all material correspondence with any taxing
authority.(ii)
    
    No deficiencies or adjustments for any tax of the company has
been claimed, proposed or assessed or threatened in writing and not paid.
There is currently no claim outstanding by an authority in a jurisdiction
where the company does not file Returns that the company is or may be subject
to taxation by that jurisdiction. The company is not subject to any pending
or threatened tax audit or examination. The company has not entered into any
agreements, waivers or other arrangements in respect of the statute of
limitations in respect of its taxes or Returns.(iii)
    
    For the purposes of this Agreement, the terms tax and
taxes shall include all taxes, assessments, duties, tariffs, registration
fees, and other governmental charges in the nature of taxes including, all
income, franchise, property, production, sales, use, payroll, license,
windfall profits, value added, severance, withholding, excise, gross receipts and other taxes, as well as any interest, additions or penalties
relating thereto and any interest in respect of such additions or
penalties.(iv)
    
    There are no liens for taxes upon the Assets of the company
except for taxes that are not yet payable. The company has withheld all taxes
required to be withheld in respect of wages, salaries and other payments to
all employees, officers and directors and any taxes required to be withheld
from any other person and has timely paid all such amounts withheld to the
proper taxing authority.
 (e)
    
    Absence of Certain Changes and Events. Since the date of the
Financial Statements, there has not been:
 (i)
    
    Any transaction involving more than US$5,000 for a single
transaction and a series of transactions involving in aggregate more than
US$100,000 entered into by the company other than in the ordinary course of
business;(ii)
    
    Any declaration, payment, or setting aside of any dividend or
other distribution to or for any of the holders of any equity interest;(iii)
    
    Any termination, modification, or rescission of, or waiver
by the company of rights under, any contract having or reasonably likely to
have a Material Adverse Change on the business of the company;(iv)
    
    Any discharge or satisfaction by the company of any lien or
encumbrance, or any payment of any obligation or liability (absolute or
contingent) other than liabilities shown on the Financial Statements and
liabilities incurred since the date of the Financial Statements in the
ordinary course of business;




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##### 



(v)
    
    Any mortgage, pledge, imposition of any security interest,
claim, encumbrance, or other restriction created on any of the Assets,
tangible or intangible, of the company having or reasonably likely to have a
Material Adverse Change on the business of the company;(vi)
    
    Any settlement amount of any claim, dispute, suit, proceeding
or investigation regarding the company; or(vii)
    
    Any event or condition resulting in a Material Adverse
Change on the business of the company.
 (f)
    
    Leases in Effect; Real Estate. All real property leases and
subleases to which the company is a party and any amendments or modifications thereof
are listed in Schedule H (each a Lease and,
collectively, the Leases). The company has a valid leasehold interest under such Leases.
There are no existing defaults, and the company has not received or given any
written notice of default or claimed default with respect to or received any order,
notice, or other notification from any Governmental Entity in respect of any Lease
or property related thereto and there is no event that with notice or lapse of
time, or both, would constitute a default thereunder. All real property occupied
by the company is subject to a written lease. The company holds no interest in
real property other than the Leases. The company has filed and registered all
Leases with all applicable Governmental Entities.(g)
    
    Personal Property. The company has valid title, free and clear of
all title defects, security interests, pledges, options, claims, liens, and
encumbrances of any nature whatsoever to all inventory, receivables, furniture,
machinery, equipment, and other personal property, tangible or otherwise, reflected on
the Financial Statements, except for acquisitions and dispositions since the date of
the Financial Statements in the ordinary course of business and not exceeding
US$1,000.(h)
    
    Litigation and Other Proceedings. None of the company nor any of its
past or present officers, directors, or employees, is a party to any pending
or, threatened action, suit, labour dispute (including any union
representation proceeding), proceeding, investigation, or discrimination claim in or
by any court or governmental board, commission, agency, department, or officer, or any
arbitrator, arising from the actions or omissions of the company or affecting any
properties, Assets or capital of the company, nor is there any reasonable basis for
any such action, suit, labour dispute, proceeding, investigation or discrimination
claim, or, in the case of an individual, from acts in his or her capacity as an
officer, director, employee, agent or contractor of the company. The company is not a
named party to any order, writ, judgment, decree, or injunction.(i)
    
    No Defaults. The company is and has not received written notice that
it would be with the passage of time, in default or violation of any term, condition,
or provision of (i) its Company Charter Documents or PRC Charter Documents,




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##### 



as the case may be; (ii) any judgment, decree, or order to which the company is a named
party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture,
contract, agreement, lease, license, or other instrument to which the company is now a
party or by which it or any of its properties or Assets is bound, except for defaults
and violations which have been cured or, individually or in the aggregate, would not
have a Material Adverse Change on the business of the company.(j)
    
    Material Contracts. Except for the agreements set forth in Schedule
I (the Material Contracts), the company is not a party to or bound by:
 (i)
    
    Any employment contract or arrangement providing for annual
salary in excess of US$30,000 with any officer or employee or with any
consultant or director providing for annual compensation in excess of
US$30,000;(ii)
    
    Any plan or contract or arrangement, written or oral,
providing for bonuses, pensions, deferred compensation, retirement payments,
profit-sharing, severance, acceleration of vesting of benefits, payments upon
change of control events, or the like;(iii)
    
    Any joint venture contract or arrangement or any other
agreement that has involved or is expected to involve a sharing of profits;(iv)
    
    Reseller or distribution agreement, volume purchase
agreement, corporate end user sales or service agreement, reproduction or
replication agreement or manufacturing agreement in which the amount involved
exceeds annually, US$50,000 or pursuant to which the company has granted or
received manufacturing rights, most favoured nation pricing provisions, or
exclusive marketing, reproduction, publishing or distribution rights related
to any product, group of products or territory;(v)
    
    Any agreement, franchise, or indenture where the amount of
consideration payable thereunder is greater than US$50,000 in any year during
the term of such agreement, franchise or indenture and which has not been
terminated or performed in its entirety and not renewed which may be, by its
terms, terminated, impaired, or adversely affected by reason of the execution
of this Agreement, Jiasen Closing, or the consummation of the transactions
contemplated;(vi)
    
    Any license, permit, or authorization which has not been
terminated or performed in its entirety and not renewed which may be, by its
terms, terminated, impaired, or adversely affected by reason of the execution
of this Agreement, the Jiasen Closing or the consummation of the transactions
contemplated;




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##### 



(vii)
    
    Except for trade indebtedness incurred in the ordinary
course of business, any instrument evidencing or related in any way to
indebtedness incurred in the acquisition of companies or other entities or
indebtedness for borrowed money by way of direct loan, sale of debt
securities, purchase money obligation, conditional sale, guarantee, or
otherwise which individually is in the amount of US$5,000 or more; or(viii)
    
    Any contract containing covenants purporting to limit the companys freedom
to compete in any line of business in any geographic area.
 All Material Contracts are valid and in full force and effect and the company
has not, nor has any other party thereto, breached any material provisions of, or
entered into default in any material respect under the terms thereof other than
such beaches or defaults that have been cured or that would not cause a Material
Adverse Change to the Assets or business of the company. The Vendor has made
available to XFM a copy of each Material Contract specified in Schedule I together
with all amendments, material written waivers or other material written changes
thereto. All the material contracts as set forth under Schedule I are valid and in
full force and effect and the Vendor are not aware of any facts or events which may
result in any of the Material Contracts to be terminated or not being renewed prior
to or upon expiry by the relevant parties.(k)
    
    Assets. The company has legal and beneficial ownership of all Assets
owned, possessed or used by the company as indicated in the Financial Statements free
and clear of any Encumbrances. No other Person owns any such property and Assets
which are being used by the company except for the leased property and personal
property leased by the company pursuant to the Material Contracts.(l)
    
    Material Relations. None of the parties to any of the Material
Contracts have in any way expressed to the company or the Vendor any intent to reduce
the amount of or terminate its business with the company in the future.(m)
    
    Insurance and Banking Facilities. Schedule J contains a complete and
correct list of (i) all contracts of insurance or indemnity of the company in force at
the date of this Agreement (including name of insurer or indemnitor, agent, annual
premium, coverage, deductible amounts, and expiration date) and (ii) the names and
locations of all banks in which the company has accounts or safe deposit boxes, the
designation of each such account and safe deposit box, and the names of all persons
authorized to draw on or have access to each such account and safe deposit box. All
premiums and other payments due from the company with respect to any such contracts of
insurance or indemnity have been paid, and there are no act, or failures to act that
has or might cause any such contract to be cancelled or terminated. All known claims
for insurance or indemnity have been presented.(n)
    
    Employees. The company has no written or oral contract of employment
or other employment agreement with any of its employees (including any




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##### 



contracts relating to the temporary use or loaning of employees) that are not terminable at will by the company without payment of severance or termination
payments or benefits. The company is not a party to any pending or threatened
labour dispute concerning the companys business or employment practices or the
subject of any organizing drive, labour grievance or petition to certify a labour
union. The company has complied with in all material aspects all applicable laws,
treaties, ordinances, rules, and regulations and requirements relating to the
employment of labour. There are no claims pending or to the best of the knowledge
of the Vendor, threatened to be brought against the company, in any court or
administrative agency by any former or current employees of the company. The
company has made all required contributions under the applicable laws in respect of
wages, salaries and other payments to all employees, officers and directors and has
timely paid all such amounts to the proper Governmental Entity.(o)
    
    Certain Agreements. Neither the execution and delivery of this
Agreement nor the performance of its obligations contained in them will: (i)
result in any payment by the company (including severance, unemployment compensation,
parachute payment, bonus or otherwise) becoming due to any director, employee, or
independent contractor of the company under any employee benefit plan, agreement, or
otherwise, (ii) increase any benefits otherwise payable under any employee benefit
plan or agreement, or (iii) result in the acceleration of the time of payment or
vesting of any such benefits.(p)
    
    Guarantees and Suretyships. The company has no powers of attorney
outstanding and the company has no obligations or liabilities (absolute or contingent)
as guarantor, surety, co-signer, endorser, co-maker, or otherwise respecting the
obligations or liabilities of any person, corporation, partnership, joint venture,
association, organization, or other entity other than as an endorser of negotiable
instruments in the ordinary course of business.(q)
    
    Absence of Questionable Payments. None of the Vendor, the Company nor
any of their respective Affiliates, directors, officers, agents, employees or other
persons acting on its behalf, has used any corporate or other funds for unlawful
contributions, payments, gifts, or entertainment, or made any unlawful expenditures
relating to political activity to government officials or others or established or
maintained any unlawful or unrecorded funds. None of the company nor any of its
respective Affiliates, directors, officers, agents, employees or other persons
acting on their behalf, has accepted or received any unlawful contributions,
payments, gifts, or expenditures.
 1.4
    
    General
 (a)
    
    The Closing Deliverable Agreements. On or before Jiasen Closing,
each of the Closing Deliverable Agreements will have been duly executed by the parties
thereto and, as at Jiasen Closing, will be in full force and effect and will
constitute the valid and legally binding obligations of the parties thereto
enforceable in accordance with their terms at Jiasen Closing.




---



##### 



(b)
    
    Full Disclosure. (i) The Vendor is not aware of any facts which
could materially adversely affect it or any member of the Group which are likely in
the future to materially adversely affect any of them and which have not been
disclosed by or on behalf of the Vendor in connection with or pursuant to this
Agreement; and (ii) No representation or warranty in this Agreement, nor any statement
or certificate furnished or to be furnished to XFM pursuant to or in connection with
this Agreement contains or will contain any untrue statement of material fact, or
omits or will omit to state a material fact necessary to make the statements contained
herein or therein not misleading.(c)
    
    Reliance. The representations and warranties are made by the Vendor
with the knowledge and expectation that XFM are placing reliance thereon.
 1.5
    
    With respect to the Vendor:
 (a)
    
    Organisation and Qualification. It is a person or a legal entity
duly organised and validly existing under the laws of its jurisdiction of
incorporation.(b)
    
    Authorisation and Authority. It has taken all corporate or other
action required to authorise, and has duly authorised, the execution, delivery and
performance of this Agreement and upon due execution and delivery the same will
constitute its legal, valid and binding obligations enforceable in accordance with its
terms.(c)
    
    Power and Authority. It has full power and authority to make the
covenants and representations referred to herein and to sale the Company Shares and to
execute, deliver and perform this Agreement and the Ancillary Agreement (where
applicable).(d)
    
    Compliance with Laws and Other Instruments. It holds, and at all
times has held all licenses, permits, and authorizations from all governmental
entities necessary for the lawful conduct of its business pursuant to all applicable
statutes, laws, ordinances, rules, and regulations of all such authorities having
jurisdiction over it or any part of its operations. There are no violations or
claimed violations of any such license, permit, or authorization, or any such statute,
law, ordinance, rule or regulation.(e)
    
    Corporate Governance. Neither the execution and delivery of this
Agreement nor the performance by it of its obligations under this Agreement will (i)
conflict with or result in any breach of its charter documents; (ii) require any
Consents by Governmental Entity, (iii) conflict with, result in a breach or default
of, or give rise to any right of termination, cancellation or acceleration or result
in the creation of any lien, charge, encumbrance, or restriction upon any of the
properties or Assets of it or its shares under, any law, statute, rule, regulation,
judgment, decree, order, government permit, license or order or




---



##### 



any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or
obligation to which it is a party.(f)
    
    Investor Representation. The Vendor would be acquiring XFM Common
Shares for its own account, not as a nominee or agent and for investment only and not
with a view toward or for sale in the United States connection with any distribution
thereof, or with any present intention of distributing or selling the XFM Common
Shares in the United States. The Vendor understands and acknowledges that the XFM
Common Shares are not being registered under the U.S. securities laws, any U.S. state
securities laws or otherwise. The Vendor understands that the XFM Common Shares cannot
be sold in the United States unless they are subsequently registered under the U.S.
securities laws and applicable state securities laws or an exemption from such
registration is available. For the avoidance of doubt, the foregoing representations
are limited to sales and distributions of XFM Common Shares in the United States and
shall not be construed as a representation or restrictive covenants in connection with
sales or distributions by the Vendor of XFM Common Shares outside the United States.




---



##### 



Schedule E
JV Closing Representations and Warranties
 1.2
    
    The PRC Group. In respect of each member of the PRC Group (except for HBLD and
Jiasen) and the JV and their branches and subsidiaries (if any):
 (a)
    
    Organization, Standing, and Power. It is a company duly organized,
validly existing, and in good standing under the laws of the PRC, have all requisite
corporate power and authority to carry on its businesses, and is duly qualified and in
good standing to do business in each jurisdiction in which it conducts business.(b)
    
    Corporate Records. The complete and correct copies of the
minute books and corporate records of the company which has been filed with the local
authorities including, but not limited to, the SAIC have been made available to XFM
and are materially complete, correct and accurate.(c)
    
    Capital Structure.
 (i)
    
    The capital structure of each of the member of the PRC Group
is as set forth in Schedule C.(ii)
    
    There are no options, warrants, calls, conversion rights,
commitments, agreements, contracts, restrictions, or rights of any character
to which the company is a party or by which the company may be bound
obligating to issue, deliver or sell, or cause to be issued, delivered or
sold, additional equity interest, or obligating the company to grant, extend
or enter into any such option, warrant, call, conversion right, commitment,
agreement, contract, understanding, restriction, arrangement or right. The
company has outstanding any bonds, debentures, notes or other indebtedness.
 (d)
    
    Subsidiaries. The company does not presently own or Control, directly
or indirectly, any interest in any other corporation, association, or other business
entity, and is not a participant in any joint venture, partnership, or similar
arrangement. The particulars of the company set forth in Schedule C are true and
accurate in all respects and the percentage of the equity interest shown therein as
owned or Controlled by any party is beneficially owned free from any Encumbrance.
There is no agreement or arrangement in force which calls for the present or future
issue or sale of, or grant to any person the right (whether conditional or otherwise)
to call for the issue, sale or transfer of any share or loan capital of the company
(including any option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests in the
company).(e)
    
    Compliance with Laws and Other Instruments. The company holds all
material licences, permits, and authorizations from all governmental entities




---



##### 



necessary for the lawful conduct of its business pursuant to all applicable statutes,
laws, ordinances, rules, and regulations of all such authorities having jurisdiction
over it or any part of its operations or the failure to obtain which shall have a
Material Adverse Change on the business or Assets of the company. The company has
duly and promptly performed all requisite inspections, including but not limited to,
annual inspections by any Governmental Entity for the lawful conduct of its business
and its operation and for it to validly and legally hold all its licences, permits and
authorizations.(f)
    
    Corporate Governance. Neither the execution and delivery of this
Agreement nor the performance by the company of its obligations under this Agreement
will (i) conflict with or result in any breach of the PRC Charter Documents; (ii)
require any Consent by any Governmental Entity, (iii) conflict with, result in a
breach or default of, or give rise to any right of termination, cancellation or
acceleration or result in the creation of any lien, charge, encumbrance, or
restriction upon any of the properties or Assets of the company or equity interest in
the company under any law, statute, rule, regulation, judgment, decree, order,
government permit, licence or order or any mortgage, indenture, note, licence, trust,
agreement or other agreement, instrument or obligation to which the company is a
party.
 1.3
    
    The Group. In respect of each of member of the Group and the JV and their branches
and subsidiaries (if any):
 (a)
    
    Technology and Intellectual Property Rights.
 (i)
    
    Schedule G contains a list of the Intellectual Property which
includes the following:
 (A)
    
    all patents, domain names, trademarks, trade
names, trade dress and service marks, and any applications and
registrations for any of the foregoing, that is included in the Owned
Intellectual Property;(B)
    
    all registered copyrights, and applications
for registered copyrights for any Owned Intellectual Property;(C)
    
    all material products and services that
currently are published and/or offered by the company, or that are currently under development by the company and scheduled to be
commercially released or offered within six (6) months of the
Closing Date;(D)
    
    all material licenses and sublicenses of
Owned Intellectual Property;(E)
    
    all Licensed Intellectual Property (other
than license agreements for standard shrink wrapped, off the shelf,




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##### 



commercially available, third party products used by the company) and
any sublicenses thereto; and(F)
    
    any material obligation of exclusivity,
non-competition, non-solicitation, first negotiation or most favoured
nation or equally favoured nation (e.g. obligating the company to
provide terms as favourable or more favourable as granted to others)
to which the company is subject under any agreement that does not fall
within the ambit of (D) or (E) in this paragraph.
 (ii)
    
    The company owns or has the right to use all Intellectual
Property used or held for use in the conduct of its business without any
conflict with the rights of others. All products and technology that have
been or currently are published and/or offered by the company or are under
development by the company, and all products and/or technology underlying any
and all services that have been or currently are offered by the company or are
under development by the company is either: (1) owned by the company, (2) in
the public domain, or (3) rightfully used by the company pursuant to a valid
written license or other agreement.(iii)
    
    The company is not, as a result of the execution or delivery
of this Agreement, nor performance of the Parties obligations under this
Agreements will the company be in violation of any license, sublicense or
other agreement relating to the Intellectual Property or of any non-disclosure
agreement to which the company is a party or otherwise bound.(iv)
    
    The company is not obligated to provide any financial
consideration or other consideration to any third party, nor is any third
party otherwise entitled to any financial consideration or other
consideration, with respect to any exercise of rights by the company or its
successors in theIntellectual Property.(v)
    
    The companys use, reproduction, modification, distribution,
licensing, sublicensing, sale, or any other exercise of rights in any
Owned Intellectual Property by the company or its licensees does not
infringe, misappropriate or violate any copyright, patent, trade secret,
trademark, service mark, trade name, firm name, logo, trade dress, database
right, moral rights, rights to use likeness, other intellectual property
rights, right of privacy, right of publicity or right in personal or other
data of any person. Further, the use, reproduction, modification,
distribution, licensing, sublicensing, sale, or any other exercise of
rights in any Licensed Intellectual Property or any other authorized
exercise of rights in or to Licensed Intellectual Property by the company
or their licensees does not infringe, misappropriate or violate any
copyright, patent, trade secret, trademark, service mark, trade name, firm
name, logo, trade dress, moral right, database right, other intellectual
property




---



##### 



right, right of privacy, right of publicity or right in personal
or other data of any person. Further, the distribution, licensing,
sublicensing, sale, or other provision of products and services by the
company or its resellers or licensees does not infringe, misappropriate or
violate any copyright, patent, trade secret, trademark, service mark, trade
name, firm name, logo, trade dress, moral right, database right, other
intellectual property right, right of privacy, right of publicity or right in personal or other data of any person.(vi)
    
    No action, suit or proceeding (i) challenging the validity,
enforceability, or ownership by the company of any of Owned Intellectual
Property or (ii) to the effect that the use, reproduction, modification,
manufacturing, distribution, licensing, sublicensing, sale or any other
exercise of rights in any Owned Intellectual Property by the company or its
licensees infringes, misappropriate or violates any intellectual property or
other proprietary or personal right of any person is pending or is threatened
by any person. Further, no claim to the effect that the distribution,
licensing, sublicensing, sale or other provision of products and services by
the company or its resellers or licensees infringes, misappropriates or
violates any intellectual property or other proprietary or personal right of
any person is pending or, to the knowledge of the Vendor, is threatened by any
person. There is no unauthorized use, infringement or misappropriation of any
of Owned Intellectual Property by any third party, employee or former employee
to the best knowledge of the Vendor.(vii)
    
    No other party has any security interests in any
Intellectual Property.(viii)
    
    The company has secured from all parties who have created any portion of, or
otherwise have any rights in or to, Owned Intellectual Property, other than
employees of the company whose work product was created by them entirely within the scope of their employment
by the company and constitutes work made for hire owned by the company,
valid written assignments or licenses of any such work or other rights to
the company that are enforceable by the company and has made available true
and complete copies of such assignments or licenses to XFM.(ix)
    
    The company owns all right, title and interest in and to all
data the company collect from or discloses about users of its products and
services. The companys practices regarding the collection and use of consumer
personal information are in accordance in all respects with applicable laws
and regulations of all jurisdictions in which the company operates.(x)
    
    No officer, director, stockholder or employee of the company,
nor any spouse, or relative thereof, owns directly or indirectly, in whole or
in part, any Intellectual Property.




---



##### 



(xi)
    
    The Company has not transferred, assigned, disposed in any
manner of any Intellectual Property.
 (b)
    
    Financial Statements. There are no liabilities, claims or
obligations against the company of any nature in excess of US$5,000, whether absolute,
contingent, anticipated or otherwise, whether due or to become due, that are not shown
in the Financial Statements.(c)
    
    Accounts Receivable. All of the accounts receivable shown in the
Financial Statements as of the JV Closing Date will have arisen out of bona fide
transactions of the company in the ordinary course of businessand have been
collected or are good and collectible in the aggregate recorded amounts thereof (less
the allowance for doubtful accounts also appearing in such Financial Statements and
net of returns and payment discounts allowable by the companys policies) and can
reasonably be anticipated to be paid in full without outside collection efforts within
ninety (90) days of the due date.(d)
    
    Taxes.
 (i)
    
    The company has timely filed (or caused to be filed) all
Returns required to be filed by it. All taxes required to be paid (whether or
not shown on any Return) in respect of the Return Period have been paid or
fully accrued up until JV Closing. The company has not requested or been
granted any extension of time to file any Return. The Vendors have made
available to XFM true and correct copies of all Returns, and all material
correspondence with any taxing authority.(ii)
    
    No deficiencies or adjustments for any tax of the company has
been claimed, proposed or assessed or threatened in writing and not paid.
There is currently no claim outstanding by an authority in a jurisdiction
where the company does not file Returns that the company is or may be subject
to taxation by that jurisdiction. The company is not subject to any pending
or threatened tax audit or examination. The company has not entered into any
agreements, waivers or other arrangements in respect of the statute of
limitations in respect of its taxes or Returns.(iii)
    
    For the purposes of this Agreement, the terms tax and
taxes shall include all taxes, assessments, duties, tariffs, registration
fees, and other governmental charges in the nature of taxes including, all
income, franchise, property, production, sales, use, payroll, license,
windfall profits, value added, severance, withholding, excise, gross receipts
and other taxes, as well as any interest, additions or penalties relating
thereto and any interest in respect of such additions or penalties.(iv)
    
    There are no liens for taxes upon the Assets of the company
except for taxes that are not yet payable. The company has withheld all taxes
required to be withheld in respect of wages, salaries and other




---



##### 



payments to all employees, officers and directors and any taxes required to be withheld
from any other person and has timely paid all such amounts withheld to the
proper taxing authority.
 (e)
    
    Absence of Certain Changes and Events. Since the date of the Financial
Statements, there has not been:
 (i)
    
    Any transaction involving more than US$5,000 for a single
transaction and a series of transactions involving in aggregate more than
US$100,000 entered into by the company other than in the ordinary course of
business;(ii)
    
    Any declaration, payment, or setting aside of any dividend or
other distribution to or for any of the holders of any equity interest;(iii)
    
    Any termination, modification, or rescission of, or waiver
by the company of rights under, any contract having or reasonably likely to
have a Material Adverse Change on the business of the company;(iv)
    
    Any discharge or satisfaction by the company of any lien or
encumbrance, or any payment of any obligation or liability (absolute or
contingent) other than liabilities shown on the Financial Statements and liabilities incurred since the date of the
Financial Statements in the ordinary course of business;(v)
    
    Any mortgage, pledge, imposition of any security interest,
claim, encumbrance, or other restriction created on any of the Assets,
tangible or intangible, of the company having or reasonably likely to have a
Material Adverse Change on the business of the company;(vi)
    
    Any settlement amount of any claim, dispute, suit, proceeding
or investigation regarding the company; or(vii)
    
    Any event or condition resulting in a Material Adverse
Change on the business of the company.
 (f)
    
    Leases in Effect; Real Estate. All Leases are listed in Schedule H.
The company has a valid leasehold interest under such Leases. There are no existing
defaults, and the company has not received or given any written notice of default or
claimed default with respect to or received any order, notice, or other notification
from any Governmental Entity in respect of any Lease or property related thereto and
there is no event that with notice or lapse of time, or both, would constitute a
default thereunder. All real property occupied by the company is subject to a written
lease. The company holds no interest in real property other than the Leases. The
company has filed and registered all Leases with all applicable Governmental Entities.




---



##### 



(g)
    
    Personal Property. The company has valid title, free and clear of
all title defects, security interests, pledges, options, claims, liens, and
encumbrances of any nature whatsoever to all inventory, receivables, furniture,
machinery, equipment, and other personal property, tangible or otherwise, reflected on
the Financial Statements, except for acquisitions and dispositions since the date of
the Financial Statements in the ordinary course of business and not exceeding
US$1,000.(h)
    
    Litigation and Other Proceedings. None of the company nor any of its
past or present officers, directors, or employees, is a party to any pending
or, threatened action, suit, labour dispute (including any union
representation proceeding), proceeding, investigation, or discrimination claim in or
by any court or governmental board, commission, agency, department, or officer, or any
arbitrator, arising from the actions or omissions of the company or affecting any
properties, Assets or capital of the company, nor is there any reasonable basis for
any such action, suit, labour dispute, proceeding, investigation or discrimination
claim, or, in the case of an individual, from acts in his or her capacity as an
officer, director, employee, agent or contractor of the company. The company is not a named
party to any order, writ, judgment, decree, or injunction.(i)
    
    No Defaults. The company is and has not received written notice that
it would be with the passage of time, in default or violation of any term, condition,
or provision of (i) its Company Charter Documents or PRC Charter Documents, as the
case may be; (ii) any judgment, decree, or order to which the company is a named
party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture,
contract, agreement, lease, license, or other instrument to which the company is now a
party or by which it or any of its properties or Assets is bound, except for defaults
and violations which have been cured or, individually or in the aggregate, would not
have a Material Adverse Change on the business of the company.(j)
    
    Material Contracts. Except for the Material Contracts and such other
agreements as may be additionally agreed by XFM in writing, the company is not a party
to or bound by:
 (i)
    
    Any employment contract or arrangement providing for annual
salary in excess of US$30,000 with any officer or employee or with any
consultant or director providing for annual compensation in excess of
US$30,000;(ii)
    
    Any plan or contract or arrangement, written or oral,
providing for bonuses, pensions, deferred compensation, retirement payments,
profit-sharing, severance, acceleration of vesting of benefits, payments upon
change of control events, or the like;(iii)
    
    Any joint venture contract or arrangement or any other
agreement that has involved or is expected to involve a sharing of profits;




---



##### 



(iv)
    
    Reseller or distribution agreement, volume purchase
agreement, corporate end user sales or service agreement, reproduction or
replication agreement or manufacturing agreement in which the amount involved
exceeds annually, US$50,000 or pursuant to which the company has granted or
received manufacturing rights, most favoured nation pricing provisions, or
exclusive marketing, reproduction, publishing or distribution rights related
to any product, group of products or territory;(v)
    
    Any agreement, franchise, or indenture where the amount of
consideration payable thereunder is greater than US$50,000 in any year during
the term of such agreement, franchise or indenture and which has not been
terminated or performed in its entirety and not renewed which may be, by its
terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement, JV
Closing, or the consummation of the transactions contemplated;(vi)
    
    Any license, permit, or authorization which has not been
terminated or performed in its entirety and not renewed which may be, by its
terms, terminated, impaired, or adversely affected by reason of the execution
of this Agreement, the JV Closing or the consummation of the transactions
contemplated;(vii)
    
    Except for trade indebtedness incurred in the ordinary
course of business, any instrument evidencing or related in any way to
indebtedness incurred in the acquisition of companies or other entities or
indebtedness for borrowed money by way of direct loan, sale of debt
securities, purchase money obligation, conditional sale, guarantee, or
otherwise which individually is in the amount of US$5,000 or more; or(viii)
    
    Any contract containing covenants purporting to limit the companys freedom
to compete in any line of business in any geographic area.
 All Material Contracts are valid and in full force and effect and the company
has not, nor has any other party thereto, breached any material provisions of, or
entered into default in any material respect under the terms thereof other than
such beaches or defaults that have been cured or that would not cause a Material
Adverse Change to the Assets or business of the company. All the Material
Contracts are valid and in full force and effect and the Vendor are not aware of
any facts or events which may result in any of the Material Contracts to be
terminated or not being renewed prior to or upon expiry by the relevant parties.(k)
    
    Assets. The company has legal and beneficial ownership of all Assets
owned, possessed or used by the company as indicated in the Financial Statements free
and clear of any Encumbrances. No other Person owns any such property and Assets
which are being used by the company except for the leased




---



##### 



property and personal property leased by the company pursuant to the Material Contracts.(l)
    
    Material Relations. None of the parties to any of the Material
Contracts have in any way expressed to the company or the Vendor any intent to reduce
the amount of or terminate its business with the company in the future.(m)
    
    Insurance and Banking Facilities. Schedule J contains a complete and
correct list of (i) all contracts of insurance or indemnity of the company in force at
the date of this Agreement (including name of insurer or indemnitor, agent, annual premium, coverage, deductible amounts, and expiration
date) and (ii) the names and locations of all banks in which the company has
accounts or safe deposit boxes, the designation of each such account and safe
deposit box, and the names of all persons authorized to draw on or have access to
each such account and safe deposit box. All premiums and other payments due from
the company with respect to any such contracts of insurance or indemnity have been
paid, and there are no act, or failures to act that has or might cause any such
contract to be cancelled or terminated. All known claims for insurance or
indemnity have been presented.(n)
    
    Employees. The company has no written or oral contract of employment
or other employment agreement with any of its employees (including any contracts
relating to the temporary use or loaning of employees) that are not terminable at will
by the company without payment of severance or termination payments or benefits. The
company is not a party to any pending or threatened labour dispute concerning the
companys business or employment practices or the subject of any organizing drive,
labour grievance or petition to certify a labour union. The company has complied with
in all material aspects all applicable laws, treaties, ordinances, rules, and
regulations and requirements relating to the employment of labour. There are no
claims pending or to the best of the knowledge of the Vendor, threatened to be brought
against the company, in any court or administrative agency by any former or current
employees of the company. The company has made all required contributions under the
applicable laws in respect of wages, salaries and other payments to all employees,
officers and directors and has timely paid all such amounts to the proper Governmental
Entity.(o)
    
    Certain Agreements. Neither the execution and delivery of this
Agreementnor the performance of its obligations contained in them will: (i)
result in any payment by the company (including severance, unemployment compensation,
parachute payment, bonus or otherwise) becoming due to any director, employee, or
independent contractor of the company under any employee benefit plan, agreement, or
otherwise, (ii) increase any benefits otherwise payable under any employee benefit
plan or agreement, or (iii) result in the acceleration of the time of payment or
vesting of any such benefits.(p)
    
    Guarantees and Suretyships. The company has no powers of attorney
outstanding and the company has no obligations or liabilities (absolute or




---



##### 



contingent) as guarantor, surety, co-signer, endorser, co-maker, or otherwise respecting the
obligations or liabilities of any person, corporation, partnership, joint venture,
association, organization, or other entity other than as an endorser of negotiable
instruments in the ordinary course of business.(q)
    
    Absence of Questionable Payments. None of the company nor any of its
respective Affiliates, directors, officers, agents, employees or other persons
acting on its behalf, has used any corporate or other funds for unlawful
contributions, payments, gifts, or entertainment, or made any unlawful expenditures
relating to political activity to government officials or others or established or
maintained any unlawful or unrecorded funds. None of the company nor any of its
respective Affiliates, directors, officers, agents, employees or other persons
acting on their behalf, has accepted or received any unlawful contributions,
payments, gifts, or expenditures.
 1.4
    
    General
 (a)
    
    The Closing Deliverable Agreements. On or before JV Closing, each of
the documents and agreements required to be delivered will have been duly executed by
the parties thereto and, as at JV Closing, will be in full force and effect and will
constitute the valid and legally binding obligations of the parties thereto
enforceable in accordance with their terms at JV Closing.(b)
    
    Full Disclosure. (i) The Vendor is not aware of any facts which
could materially adversely affect it or any member of the Group which are likely in
the future to materially adversely affect any of them and which have not been
disclosed by or on behalf of the Vendor in connection with or pursuant to this
Agreement; (ii) No representation or warranty in this Agreement, nor any statement or
certificate furnished or to be furnished to XFM pursuant to or in connection with this
Agreement contains or will contain any untrue statement of material fact, or omits or
will omit to state a material fact necessary to make the statements contained herein
or therein not misleading.(c)
    
    Reliance. The representations and warranties are made by the Vendor
with the knowledge and expectation that XFM are placing reliance thereon.




---



##### 



Schedule F
Details of Digital Channels
 Ø
    
    Radio and Television Paid Channel License issued by the State Administration of Radio
Film and Television
License Number: PTC102053
Name of Channel: Time Fashion ((CHINESE CHARACTERS));
Applicant: Tianjin TV Station;
Range of Broadcasting: PRC;
Way of Transmission: Cable;
Date of Issuing License: 1 January 2008;Ø
    
    Radio and Television Paid Channel License issued by the State Administration of Radio
Film and Television
License Number: PTC102052
Name of Channel: Time Trip ((CHINESE CHARACTERS));
Applicant: Tianjin TV Station;
Range of Broadcasting: PRC;
Way of Transmission: Cable;
Date of Issuing License: 1 January 2008;Ø
    
    Radio and Television Paid Channel License issued by the State Administration of Radio
Film and Television
License Number: PTC102051
Name of Channel: Time Food ((CHINESE CHARACTERS));
Applicant: Tianjin TV Station;
Range of Broadcasting: PRC;
Way of Transmission: Cable;
Date of Issuing License: 1 January 2008;Ø
    
    Radio and Television Paid Channel License issued by the State Administration of Radio
Film and Television
License Number: PTC102050
Name of Channel: Time Household ((CHINESE CHARACTERS));
Applicant: Tianjin TV Station;
Range of Broadcasting: PRC;
Way of Transmission: Cable;
Date of Issuing License: 1 January 2008;




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##### 



Schedule G
Intellectual Property
 A.
    
    Domain names ownedNILB.
    
    Trademarks owned or applied forNIL




---



##### 



Schedule H
 Leases
 SDTC
 Date of
    
    
    
    ActualTenant
    
    Landlord
    
    Agreement
    
    Address
    
    Occupier
    
    TermSDTC
    
    Tianjing ZhongTian
Telecom Co., Ltd.
((CHINESE CHARACTERS))
    
    1 March 2008
    
    Kitchen room,
Zhongtian Building,
No. 3, Fukang Road,
Nankai District,
Tianjin (160 sq.m)
    
    SDTC
    
    1 March 2008-30 November 2008SDTC
    
    Tianjing ZhongTian
Telecom Co.,Ltd.
((CHINESE CHARACTERS))
    
    19 November 2007
    
    13/F, Zhongtian Building, Fukang Road, Nankang District, Tianjin (695sqm)
    
    SDTC
    
    19 November 2007 -
18 November 2008
 JIASEN
 Date of
    
    
    
    ActualTenant
    
    Landlord
    
    Agreement
    
    Address
    
    Occupier
    
    TermJiasen
    
    Shanghai Qilian Real
Estate Co., Ltd.
((CHINESE CHARACTERS))
    
    
    
    Room 108, No. 188,
1035 avenue
    
    Jiasen
    
    1 July 2008 - 30 June 2013




---



##### 



Schedule I
Material Contracts
 Contract
    
    Counterparty
    
    Description
    
    Signing DateAgreement
    
    Tianjin TV Station
    
    For the operational need
of the digital channel
TJTV Home, Tianjin TV
Station shall offer no
less than 100 hours of
home programmes every
month to the Target
Companywhich shall pay
RMB 5 million to Tianjin
TV Station in one time as
the five-year programme
production fee. The term
of contract is from
October 2004 to October
2009.
    
    September 10th, 2004Agreement
    
    Tianjin TV Station
    
    For the operational need
of three digital channels
including Times Food,
Times Traveling and Times
Fashion, Tianjin TV
Station shall offer no
less than 100 hours of
programmes focusing on
food, traveling and
fashion every month to
the Target Companywhich
shall pay RMB 15.5
million to Tianjin TV
Station in one time as
the five-year programme
production fee. The term
of contract is from March
1st, 2005 to
February 28th,
2010.Loan Agreement
    
    Tianjin Rongchuang
Investment Co., Ltd.
    
    The Target Companylends
Tianjin Rongchuang
Investment Co., Ltd. RMB
14.5 million with no
repayment date specified.
Tianjin Rongchuang
Investment Co., Ltd. has
repaid RMB 4 million (the
payment voucher of RMB 4
million has been
provided.)
    
    August 17th,
2004Loan Agreement
    
    Tianjin TV Station
    
    The Target Companylends
Tianjin Rongchuang
Investment Co., Ltd.RMB
15.5 million with no
repayment date
specified.Tianjin
Rongchuang Investment
Co., Ltd. has not repaid
the loan.




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##### 



Contract
    
    Counterparty
    
    Description
    
    Signing DateCooperation Agreement
    
    Fujian House Media Co.,
Ltd.
    
    Two parities cooperate to
promote the promgramme
Fashion Home. The Target
Companyshall be
responsible for
broadcasting Fahsion
Home, while Fujian House
Media Co., Ltd. shall
assume all the cost and
relevant expenses on the
programme production. It
shall also be responsible
for the programme content
selection, pre- and
post-production, be in
charge of personnel,
management as well as
creditor rights and debts
in connection with the
programme and bear all
the possible legal
liabilities. Fujian House
Media Co., Ltd. owns the
copyright of Fashion
Home, and assumes
liabilities relevant to
this copyright. It shall
also be fully responsible
for all the commercial
operations of Fashion
Home. The contract term
is 7 months, from the
signing date of the
contract to December
31st, 2008.
The commercial
contracting fee shall be
settled every quarter with
an amount of RMB 50,000
per quarter. Fujian House
Media Co., Ltd.should pay
the commercial
contracting fee to The
Target Company on a
monthly basis and prepay
next months contracting
fee before the
20th of each
month.Agreement on Programme Production for Beifang Mobile TV
    
    Tianjin North Mobile
Digital Multi-media Co.,
Ltd.
    
    The Target Companyshall
offer programmes to
Beifang Mobile Channel of
Tianjin North Mobile
Digital Multi-media Co.,
Ltd. The contract term is
from February
1st, 2006 to
January 31st,
2007. Before the end of
each cooperation period,
two parties shall
negotiate the content and
price of the cooperation
for the next period. Total
project cost is RMB
1098000 which should be
paid by Tianjin North
Mobile Digital
Multi-media Co., Ltd. to
the Target Companyin 5
installments.Agreement on Programme Production for Beifang Mobile TV
    
    Tianjin North Mobile
Digital Multi-media Co.,
Ltd.
    
    The Target Companyshall
offer programmes to
Beifang Mobile Channel of
Tianjin North Mobile
Digital Multi-media Co.,
Ltd. The term of contract
is from February
1st, 2006 to
January 31st,
2007. Before the end of
each cooperation period,
two parties shall
negotiate the content and
price of the cooperation
for the next period. Total
project cost is RMB
1098000 which should be
paid by Tianjin North
Mobile Digital
Multi-media Co., Ltd. to
the Target Companyin 5
installments.




---



##### 



Contract
    
    Counterparty
    
    Description
    
    Signing DateAgreement on Programme Production for Beifang Mobile TV
    
    Tianjin North Mobile
Digital Multi-media Co.,
Ltd.
    
    The Target Companyshall
offer programmes to
Beifang Mobile Channel of
Tianjin North Mobile
Digital Multi-media Co.,
Ltd. The term of contract
is from February
1st, 2006 to
January 31st,
2007. Before the end of
each cooperation period,
two parties shall
negotiate the content and
price of the cooperation
for the next period. Total
project cost is RMB
1098000 which should be
paid by Tianjin North
Mobile Digital
Multi-media Co., Ltd. to
the Target Companyin 5
installments.
    
    July 2nd, 2008Contract on TV Commercial Releasing
    
    Tianjin Mobile
Communication Co., Ltd.
    
    The Target Company
provides the
eexclusive naming right of
the programme Super
Talent Scout to Tianjin
Mobile Communication Co.,
Ltd. and releases its TV
Commercials. The term of
entrusted releasing is
from April
1st, 2005 to
March 31st,
2006. The total project
cost is RMB 1500000 and
Tianjin Mobile
Communication Co., Ltd.
shall pay it to the
Target Companyin 5
installments.
    
    January 2005Contract on TV Commercial Releasing
    
    Tianjin Mobile
Communication Co., Ltd.
    
    The Target Company
provides the unique
naming right of the
programme Super Star
Factory to Tianjin Mobile
Communication Co., Ltd.
and releases its TV
Commercials. The term of
entrusted releasing
cooperation is from April
1st, 2006 to
March 31st,
2007. The total project
cost is RMB 1500000 and
Tianjin Mobile
Communication Co., Ltd.
shall pay it to the
Target Companyin 5
installments.
    
    March 2006House Leasing Contract
    
    Tianjin
ZhongtianTeleommunication
Co., Ltd.
    
    The Target Companyrents
13th floor of
Zhong Tian Building
(built by Tianjin
ZhongtianTeleommunication
Co., Ltd.), which is used
as office, with an area
of 695 m2. The leasing
term is from November
19th, 2007 and
November 18th,
2008. The total rent is
RMB 304410, which shall
be paid on a quarterly
basis.
    
    November 19th,
2007




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##### 



Contract
    
    Counterparty
    
    Description
    
    Signing DateHouse Leasing Contract
    
    Tianjin Zhongtian
Telecommunication Co.,
Ltd.
    
    The Target Companyleases
a former stokehold in
Zhong Tian Building for
storage use, with an area
of 160 m2. The leasing
term is from March
1st, 2008 and
November 30th,
2008. The total rent is
RMB 39420, which shall be
paid on a quarterly
basis.
    
    March 1st, 2008




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##### 



Schedule J
Insurance and Bank
 1.
    
    SDTC
 Type of Account
    
    Opening Branch
    
    Account NumberBasic account
    
    Branch processing office at
Youyi Road, Tianjin West,
of China Industrial and Commerce
Bank Co., Ltd.
    
    
    0302014809300043788General account
    
    Branch operations unit of China
Agricultural Bank at New
Technology Park
    
    
    02200901040001510Basic account
    
    Heping Branch of Tianjian City,
China Construction Bank
    
    
    12001615300052500787
 2.
    
    JIASEN
 Type of Account
    
    Opening Branch
    
    Account NumberBasic account
    
    Zhennan Branch of ICBC
    
    
    001151209000097204General account
    
    Jiangsu Road Branch of Shanghai
Bank
    
    
    03000857628




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##### 



Schedule K
 Licenses / Certificates
 1.
    
    Radio and Television Paid Channel License
 Ø
    
    Radio and Television Paid Channel License issued by the State Administration of Radio
Film and Television
License Number: PTC102053
Name of Channel: Time Fashion ((CHINESE CHARACTERS));
Applicant: Tianjin TV Station;
Range of Broadcasting: PRC;
Way of Transmission: Cable;
Date of Issuing License: 1 January 2008;
Valid Term: 3 years.Ø
    
    Radio and Television Paid Channel License issued by the State Administration of Radio
Film and Television
License Number: PTC102052
Name of Channel: Time Trip ((CHINESE CHARACTERS));
Applicant: Tianjin TV Station;
Range of Broadcasting: PRC;
Way of Transmission: Cable;
Date of Issuing License: 1 January 2008;
Valid Term: 3 years.Ø
    
    Radio and Television Paid Channel License issued by the State Administration of Radio
Film and Television
License Number: PTC102051
Name of Channel: Time Food ((CHINESE CHARACTERS));
Applicant: Tianjin TV Station;
Range of Broadcasting: PRC;
Way of Transmission: Cable;
Date of Issuing License: 1 January 2008;
Valid Term: 3 years.Ø
    
    Radio and Television Paid Channel License issued by the State Administration of Radio
Film and Television
License Number: PTC102050
Name of Channel: Time Household ((CHINESE CHARACTERS));
Applicant: Tianjin TV Station;
Range of Broadcasting: PRC;
Way of Transmission: Cable;
Date of Issuing License: 1 January 2008;
Valid Term: 3 years.




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##### 



(Note: the previous Radio and Television Paid Channel Licenses for channels Time Fashion,
Time Trip, Time Food and Time Household were issued on 10 December 2004 with a term of
three years.)
 2.
    
    Radio and Television Program Production License
 Ø
    
    Radio and Television Program Production License
Name of Entity: Tianjin Times Tosun Media Development Co., Ltd.;
Business Governing Authority: Tianjin TV Station;
Legal Representative: Wan Ke;
Address: No.8 Xinghua 7th Branch Road, Xiqing Economic Development Zone, Tianjin.
Nature: Limited enterprise;
Operation Way: Radio and television program production;
Business Scope: Production of television program, special topic, variety show and cartoon;
Valid Term: From 30 April 2007 to 1 April 2009.




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##### 



Schedule L
 Jiasen Cooperation Agreement
  Cooperation Contract for Digital Pay Channels
 Contract PRC
 Party A:
    
    Tianjin Television StationAddress:
    
    No. 143, Weijin Road, Heping District, TianjinLegal Representative:
    
    WAN KeParty B:
    
    Shanghai Jiasen Advertising Co, Ltd.Address:
    
    Room 108, Building 2, No.188, Lane 1035, Qilianshan Road, Putuo District, ShanghaiLegal Representative:
    
    ZHOU KaidianParty C:
    
    Tianjin Shidai Tianchuang Media Development Co, Ltd.Address:
    
    No.8 Xinghua 7th Branch Road, Xiqing Economic Development Zone, TianjinLegal Representative:
    
    KONG Lingquan
 party parties
 WHEREAS:
 (1)
    
    Party A is an independent legal person and running four nationwide broadcasting digital pay
channels, namely Times Household (Radio and Television Pay Channel License No. PTC102050),
Times Travel (Radio and Television Pay Channel License No. PTC102052), Times Food (Radio and
Television Pay Channel License No. PTC102051) and Times Fashion (Radio and Television Pay
Channel License No. PTC102053) (collectively Four Digital Pay Channels);(2)
    
    Party B is a company with limited liabilities incorporated and existing under the PRC law and
proposed to expand its business in the relevant digital pay channels business;
 1




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##### 



(3)
    
    Party C is a company with limited liabilities incorporated and existing under the PRC law,
whose registered capital is RMB55,000,000 with a business scope of radio and television
program production (production of television dramas, subject programs, entertainment programs
and cartoons, to be operated according to the radio and television program production license
valid through 1st April 2009); to utilize digital channels to provide users with
paid services; advertising; meeting services; sale and distribution of stationery,
communication equipment (excluding cell phone, pager) and network equipment; network and
systems debugging and installation (subject to special regulations of the PRC on special
business operations). Party C has rich experiences in the business of advertising agency,
programs production and services and marketing of digital pay channels;(4)
    
    Party A holds 51% of the equity interests in Party C and Party B will acquire 49% of the
equity interests in Party C through equity transfer, which has been already agreed by Party A.
Party A has granted Party C with the exclusive operation rights over the Four Digital Pay
Channels and wishes to continue the aforesaid exclusive cooperation after Party Bs becoming a
shareholder of Party C;(5)
    
    Party C holds 9.225% of the equity interests in Dingshi Digital Television Media Co. Ltd
(Dingshi), a company with limited liabilities incorporated and existing under the PRC law.
Dingshi is entitled to carry out business of composing, broadcasting, transmitting, operating
and managing digital pay television channels and digital radio channels.
 NOW, THEREFORE
 1.
    
    Arrangement of Channel Cooperation1.1
    
    Party A agrees to appoint Party C as its exclusive cooperator to jointly operate the Four
Digital Pay Channels.1.2
    
    Party A agrees that it shall appoint Party C as its exclusive cooperator for any new digital
pay channels being granted to it or in any digital pay
 2




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##### 



television business.1.3
    
    Party A shall not carry out the businesses mentioned in Clause 1.1 and 1.2 above by itself or
cooperate with any other third party to operate such businesses. Party A shall not run any
other channels with similar content with those channels being operated by Party C. Party B
shall not, unless cooperate with Party A, carry out the businesses mentioned in Clause 1.1 and
1.2 above or run any other channels with similar content with those channels being operated by
Party C.1.4
    
    If Party C proposes to add new digital pay channels and provides a complete business plan,
Party A shall review the business plan and apply for new channel license pursuant to the
business plan as soon as possible.1.5
    
    Party C shall be entitled to appoint any other third party (including but not limited to the
joint venture companies set forth in Clause 3.3) to manage the digital pay channel business.1.6
    
    Party C may cooperate with qualified operating entities to carry out the businesses of
composing and telecasting of the Four Digital Pay Channels, marketing agency, channel signal
transmission, pay channel connection, marketing of the digital pay television programs and
other information services.1.7
    
    Party C may provide topic-choosing and production services for the Four Digital Pay Channels
and provide all programs and contents for telecasting of the Four Digital Pay Channels. Party
C shall bear the production costs and personnel expenses in relation to such programs and
contents. The copyrights over such programs and contents shall be awarded to Party C and Party
C shall enjoy the rights and be responsible for the liabilities
therefrom (or such copyrights and related rights and responsibilities
shall be subject to the agreements between Party C and third party).1.8
    
    Party C shall be entitled to carry out any exclusive operation utilizing or based on the Four
Digital Pay Channels, which includes without limitation to holding functions and advertising
(unless prohibited by law).1.9
    
    Party A confirms that Party C has settled the relevant payments with Party A under the two
existing Agreements (valid from 1st March 2005 to 28th February 2010 and from October 2004 to
October 2009) and in accordance
 3




---



##### 



with the actual operation before the execution date of this Contract. Party C provided programs and contents to the digital pay channels and benefit,
directly or indirectly, Party A in accordance with this Contract. Unless otherwise agreed in
this Contract or by the parties in another agreement, Party C shall not be required to pay
Party A any fee in relation with Party As granting of the operation of business of the Four
Digital Pay Channels to it.1.10
    
    Unless otherwise agreed in this Contract or agreed by Party A and Party C in written after
execution of this Contract, Party A agrees that Party C shall be entitled to enjoy all revenue arising
from its utilization of the Four Digital Pay Channels and other relevant collateral rights
during the term of cooperation, including without limitation fees collected from users of
the Four Digital Pay Channels and advertising revenues.
 2.
    
    Operation of Party C2.1
    
    The board of directors of Party C shall comprise of five (5) directors, among which, three
(3) directors shall be appointed by Party A and two (2) shall be appointed by Party B. Party C
shall have one (1) general manager and two (2) deputy general managers, among which Party A
may appoint the general manager and one of the deputy general managers. Party B may appoint
one deputy general manager who shall be the executive deputy general manager. When Party B
becomes a shareholder of Party C, Party B may appoint the financial officer of Party C, who
shall hold the only one financial chop of Party C (Income and payment of Party C and its bank
account shall be subject to confirmation of both the legal representative chop and financial
chop).2.2
    
    The general manager shall be responsible for the operation of Party C. All contracts and
expenses shall not be valid unless signed by both the general manager and the executive deputy
general manager appointed by Party B.2.3
    
    The annual budge of Party C will be prepared by the management and shall be executed after
approved by the board of directors.2.4
    
    Party A confirms that the items and amount of substantial expenses in the coming two years
for operating the Four Digital Pay Channels shall be basically in line with the list in
Appendix 1 and shall not exceed the amount
 4




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##### 



therein. Party A and Party B confirm that Appendix 1 is the approximate expense amounts for the coming two years.2.5
    
    Party B proposed to invest not less than RMB130,000,000 by means it confirms into the Four
Digital Pay Channels after its acquisition of 49% of equity interests in Party C.
 3.
    
    Rights and Obligations of the Parties3.1
    
    Rights and Obligations of Party A
 3.1.1
    
    Party A warrants the validity, legality and continuity of the relevant
licenses (including but not limited to the nationwide telecasting) of the Four Digital
Pay Channels, namely Times Household, Times Travel, Times Food and Times Fashion,
during the terms of this Contract. Party A undertakes to complete the renewal process
for each of the Radio and Television Pay Channels Licenses before its expiry in
accordance with the relevant laws and regulations in order to assure the telecasting
of the Four Digital Pay Channels.3.1.2
    
    Party A shall cooperate with Party C to apply and complete the repositioning
of two channels among the Four Digital Pay Channels to North American Sport and
Fighting and change the names of the two channels to reflect such repositioning. In
the event that the aforesaid change cannot be completed before 15th December 2008,
Party A agrees that Party B may sell all or part of its equity interests in Party C to
any third party and suspend its repayment of RMB5,500,000 to Party C under Clause
3.2.1 below provided that such amount shall remain as a debt owed by Party B to Party
C (free of interest). In addition, Party B or Party C may consult with Party A and
change the name of the other two digital pay channels pursuant to the operation
situation.3.1.3
    
    During the term of this Contract, Party A shall continue its provision of
all supports to Party C at least not lower than the current or previous level, which
includes but not limited to supports on provision of equipments, programs production
and technical personnel. Party C may continue to use the equipments
 5




---



##### 



being provided by Party A after execution of this Contract (a list of the equipments currently used by
Party C is attached as Appendix 2). For any new equipment to be used by Party C, Party
A shall charge Party C at its internal department price (i.e. the price Party A
charges its internal departments instead of the market price). The new equipments to
be used by Party C shall be subject to approval of the board of directors of Party C.3.1.4
    
    Business other than the digital pay business before or after the execution
of this Contract shall be deemed as Party As independent business, operation and
liabilities of which shall be borne by Party A. The operation includes the funds for,
rights and interests of the business and the liabilities include the liabilities
regarding personnel, finance and property.3.1.5
    
    Party A shall have the final review and verification rights over the content
of the Four Digital Pay Channels and any content to be telecasted shall be subject to
the final review and verification of Party A (which shall also include Party As
immediate review and verification rights during telecasting). Party A shall not be
liable for any loss of Party C during its exercise of such review and verification
rights.3.1.6
    
    Upon direction from governing authorities and in case of emergent incidents,
Party A shall have the right to change the plan of telecasting and shall not be liable
for any loss suffered by Party C therefrom.3.1.7
    
    In case of termination of Party C for any reason, Party A will revoke all
rights being granted to Party C and such rights shall not be deemed by any means as
the liquidated assets of Party C in the liquidation.3.1.8
    
    Party A agrees that, upon written request from party B or Party C, it shall
confirm the rights of any third party or the joint venture companies being authorized
by Party C pursuant to the provisions of this Contract by means of issuance of
document, declaration, power of attorney or execution of contracts.
 6




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##### 



3.1.9
    
    Party A shall not transfer out its equity interests in Party C without prior
written consent from Party B.
 3.2
    
    Rights and Obligations of Party B
 3.2.1
    
    Subject to Clause 3.1.2 above, Party B shall be responsible for repayment of
the debt in the amount of RMB10,500,000 owed by the previous shareholder to Party C
when it acquires the equity interests. Party B shall repay such debt in two
installments: RMB5,000,000 shall be repaid within seven working days following Party
Bs acquisition of 49% of equity interests in Party C (i.e. when Party B is registered
as holder of 49% of equity interests in Party C); and RMB5,500,000 shall be repaid on
or before 25th December 2008. In event of its failure in repaying the
aforesaid debt, Party B shall be responsible for interest on the
outstanding amount at the rate equal to the
bank facilities at the time of default.3.2.2
    
    Upon its acquisition of the 49% of equity interests in Party C, Party B
shall enjoy all rights and be responsible for all obligations and liabilities in
relation with such 49% of equity interests.3.2.3
    
    Party B shall be entitled to request Party C to audit the data reports of
Dingshi or other local network on the numbers of paid users and free users, landing
situation and promoting status.3.2.4
    
    Party B shall be entitled to appoint one person to be the supervisor of
Dingshi.3.2.5
    
    Without confirmation from Party A, Party B shall not announce any
information and news regarding Party A and Party C (except as required by laws,
government authorities, courts or relevant stock exchanges), failing which Party B
shall be responsible for all sequences arising therefrom.3.2.6
    
    Except for the provision in Clause 3.1.2 above, Party B shall not transfer
out its equity interests in Party C without prior written consent from Party A.
 7




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##### 



3.2.7
    
    Party B shall assure the basic operation of the Four Digital Pay Channels by
Party C (i.e. Party B shall assure that Party C is capable to settle the satellite
fees, cable transmission fees and related management expenses required for telecasting
of the Four Digital Pay Channels), based on which, Party A assures the rights of Party
C to operate the digital pay channels under this Contract.
 3.3
    
    Rights and Obligations of Party C
 3.3.1
    
    In accordance with the relevant laws and regulations, Party A and Party B
agree that Party C may incorporate program production companies (Joint Venture
Companies) with the nominees of Party B for managing each of the digital pay channels
it is entitled to operate. Party C shall enter into agreements with each of the Joint
Venture Companies to authorize each of the Joint Venture Companies to exclusively
manage each of the digital pay channels. The Joint Venture Companies shall be
responsible for and enjoy all revenue from the operating funds, programs contents,
sale of the channel, advertising, functions holding, collateral products and other
operation business of the relevant digital pay channel. Party C, as the supervisor,
shall have the rights and be responsible for editing, content reviewing and handling
application process for the channels.3.3.2
    
    Party C shall incorporate the Joint Venture Companies respectively as agreed
in Clause 3.3.1 above within 30 days following Party Bs becoming a shareholder
holding 49% of its equity interests.3.3.3
    
    Party C and the Joint Venture Companies shall agree in the respective
cooperation agreement that Party C undertakes to assist the relevant Joint Venture
Companies to enter into digital pay television telecasting contracts with Dingshi or
other local network provided that Party C shall request Dingshi or other local network
as parties to the telecasting contracts to pay the revenue arising from the relevant
digital pay channel directly to the accounts of the Joint Venture Companies upon
incorporation of the Joint Venture Companies.
 8




---



##### 



4.
    
    Term of CooperationThis Contract shall be valid during the whole term when both Party A and Party B are
shareholders of Party C. During the term of this Contract, Party B and Party C shall have
the pre-emptive rights when Party A opens other business.
 5.
    
    Representation and Warranties
 5.1
    
    Party A, Party B and Party C respectively represent and warrant to the other parties that it
has the power and capabilities and has been duly authorized to execute and perform this Contract.
Its execution and performance of this Contract will not contravene the provision of PRC
law, its constitutional documents, any other contract and agreements it is a party or any
other existing obligations existing before execution of this Contract.5.2
    
    Party A, Party B and Party C shall perform this Contract in the principle of honesty and
trust. The parties agree that the validity of this Contract will not be influenced by merger,
division, change of name, setting up joint venture or cooperative venture of Party A and/or
Party B. The performance of this Contact shall not be influenced by change of governing
authority of Party A.5.3
    
    The parties shall procure its shareholders meeting and board of directors to issue
resolutions as required for performance of this Contract.
 6.
    
    Liabilities for Breach of ContractIn case that any party commits a breach of this Contract except due to impact of force
majeure and causes damages to the other parties, the other parties may request the
breaching party to compensate their losses incurred.
 7.
    
    Disputes ResolutionIn case of dispute arising from the performance of this Contract or objection from any
party to any term of this Contract, the parties shall consult with each other for solution.
If no solution is reached through consultation, any
 9




---



##### 



party may submit the dispute to China
International Economic and Trade Arbitration Commission for arbitration in accordance with
the Commissions arbitration rules in effect at that time. The arbitration shall be held in
Beijing in Chinese. The arbitration award shall be final and binding upon the parties.
 8.
    
    Miscellaneous
 8.1
    
    This Contract shall become into effect upon execution of the parties. This Contact contains
all understanding between the parties on the subject matter of this Contract and shall replace
all previous warranties, understandings, contracts or other undertakings, verbal or written,
of the parties.8.2
    
    This Contract shall be governed by and construed with the PRC law.8.3
    
    This Contract is prepared in six (6) original copies, each party holding two (2). Each copy
shall have the same legal effect.
 IN WITNESS WHEREOF
 Party A:
    
    Tianjin Television StationLegal Representative or Authorized Delegate:(Signature and Chop)Party B:
    
    Shanghai Jiasen Advertising Co, Ltd.Legal Representative or Authorized Delegate:(Signature and Chop)Party C:
    
    Tianjin Shidai Tianchuang Media Development Co, Ltd.Legal Representative or Authorized Delegate:(Signature and Chop)
 10




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##### 



Appendix 1
    
    Budget and Costs
 Appendix 1: Budget and Cost Statement
 Description
    
    Amount
    
    AmountOffice management fees
    
    1,360,000 Yuan/year
    
    
    1,360,000Rent
    
    360,000 Yuan/year
    
    
    360,000Administrative personnel
    
    600,000 Yuan/year
    
    
    600,000Office fees
    
    400,000 Yuan/year
    
    
    400,000Business maintenance expense
    
    300,000 Yuan/year
    
    
    300,000Business personnel expense
    
    250,000 Yuan/year
    
    
    250,000Business maintenance expense
    
    50,000 Yuan/year
    
    
    50,000Public relation fees
    
    200,000 Yuan/year
    
    
    200,000Channel maintenance fees
    
    Estimate: 6,880,000yuan
    
    
    6,880,000Channel transmission fees
    
    250,000
Yuan/year/channel,
1 million Yuan/year in total
    
    
    1,000,000Satellite Transmission fees for channel
    
    1,370,000 Yuan/year,
5,480,000 Yuan/year in total
    
    
    5,480,000Channel maintenance fees
    
    400,000 Yuan/year
    
    
    400,000Technology maintenance fees
    
    180,000 Yuan
    
    
    180,000Administrative personnel for broadcasting library
    
    180,000 Yuan/year
    
    
    180,000Expenses for TV programme edit and review
    
    160,000-32,000 Yuan/year
    
    
    320,000Miscellaneous
    
    
    
    
    760,000Total
    
    
    
    
    10,000,000
 11




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##### 



Appendix 2: Equipment List of Tianjin Shidai Tianchuang Media development Co. Ltd
 Equipment description
    
    Unit
    
    Quantity
    
    Specification
    
    Operationlocation4 sets of digital
program broadcasting
transmitter; 4 sets of
digital amplifiers, 4
sets of digital
transmission encoding
equipment, combined as 4
sets of digital-control
broadcasting platform
    
    
    
    
    1
    
    
    
    
    Transmitter room4 sets of digital video
storage library. Each
set is of independent
array. Storage, edit and
broadcasting are
independent.
    
    
    
    
    1
    
    
    
    
    Transmitter roomDigital broadcasting
room, surveillance and
broadcasting room,
digital control and
broadcasting room,
digital edit and
broadcasting room
    
    
    
    
    1
    
    
    
    
    Transmitter roomDigital broadcasting,
surveillance and
broadcasting personnel.
Amplifier and
transmission circuit
personnel.
    
    
    
    
    1
    
    
    
    
    Transmitter roomPost-production edit and
broadcasting room,
including digital input,
nonlinearity edit and
integration room for
mutual edit
    
    
    
    
    1
    
    
    
    
    Transmitter roomNonlinear computer
    
    Set
    
    
    1
    
    
    
    
    Transmitter roomNonlinear computer
    
    Set
    
    
    1
    
    
    
    
    Transmitter roomPC nonlinear editor
    
    Set
    
    
    1
    
    
    iPod
    
    Transmitter roomVideo equipment
    
    Set
    
    
    1
    
    
    
    
    Transmitter roomNonlinear editor
    
    Set
    
    
    1
    
    
    
    
    Transmitter roomGraphics workstation system 3D
    
    Set
    
    
    1
    
    
    AMD3000+(939)/1G/200G
    
    Transmitter roomPost-production nonlinear edit equipment
    
    Package
    
    
    1
    
    
    TARGA 3100
    
    Transmitter roomWide-angle lens
    
    Piece
    
    
    1
    
    
    JG-0.5*100
    
    Companymachine roomDisk recorder
    
    Set
    
    
    1
    
    
    DVD-R25 Malata
    
    Companymachine roomWide-angle lens
    
    Piece
    
    
    1
    
    
    JG-0.5*100
    
    Companymachine roomWide-angle lens
    
    Piece
    
    
    1
    
    
    JG-0.5*100
    
    Companymachine roomSatellite antenna system
    
    Package
    
    
    1
    
    
    5100CI
    
    Transmitter roomHigh-definition DV camera
    
    Package
    
    
    1
    
    
    HRR-81C
    
    Transmitter room
 12




---



##### 



Equipment description
    
    Unit
    
    Quantity
    
    Specification
    
    OperationlocationNonlinear editor
    
    Package
    
    
    1
    
    
    Avid
    
    Transmitter roomGraphics workstation 3D computer
    
    Set
    
    
    1
    
    
    
    
    Transmitter roomNonlinear edit system
    
    Package
    
    
    1
    
    
    Self-configuration
    
    Transmitter roomNonlinear edit system
    
    Package
    
    
    1
    
    
    Self-configuration
    
    Transmitter room
 13




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##### 



Schedule M
 Equity Transfer Documents
 1.
    
    Shareholders resolution of Jiasen approving the transfer of Jiasen Equity Interests in
Jiasen, change of executive director and legal representative and amendment of the articles of
association of Jiasen;
 2.
    
    Directors resolution of Jiasen approving the transfer of Jiasen Equity Interests in Jiasen,
change of executive director and legal representative and amendment of the articles of
association of Jiasen;
 3.
    
    Agreement on transfer of Jiasen Equity Transfers in Jiasen from existing shareholder of
Jiasen to XFM Nominee;
 4.
    
    Acknowledgement of receipt of RMB100,000 from existing shareholder of Jiasen to XFM Nominee;
and
 5.
    
    Amended articles of association of Jiasen.




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##### 



Schedule N
Internal Control Agreements
 1.
    
    Equity pledge agreement between XFM Nominees, Jiasen and HBLD relating to pledge of all of
the equity interest in Jiasen by XFM Nominees in favour of HBLD;
 2.
    
    Capital contribution certificate and shareholders registry to be issued to XFM Nominees;3.
    
    Exclusive equity purchase option agreement between XFM Nominees, Jiasen and HBLD;
 4.
    
    Subrogation agreement between XFM Nominees, Jiasen and HBLD.




---



##### 



Schedule O
Financial Statements of SDTC
 
 Tianjin Shidai Tianchuang Co. Ltd.
    
    July 31, 2008
    
    (CHINESE CHARACTERS)Unit: yuanAssets
    
    Line No.
    
    at beginning of year
    
    at end of year
    

Liabilities
and ownersequity
    
    Line No.
    
    At beginning of year
    
    at end of yearCurrent Assets:
    
    
    
    
    
    
    
    
    
    
    
    
    

Current
liabilities:Cash and cash equivalents
    
    
    1
    
    
    
    2,955,138.21
    
    
    
    817,319.50
    
    
    Short-term loans
    
    
    36
    
    
    
    0.00
    
    
    
    0.00Short-term Investment
    
    
    2
    
    
    
    0.00
    
    
    
    0.00
    
    
    Notes payable
    
    
    37
    
    
    
    0.00
    
    
    
    0.00Internal
Transactions
    
    
    3
    
    
    
    
    
    
    
    
    
    
    Accounts payable
    
    
    38
    
    
    
    41,105.00
    
    
    
    41,105.00Notes receivable
    
    
    4
    
    
    
    0.00
    
    
    
    0.00
    
    
    Advance from clients
    
    
    39
    
    
    
    0.00
    
    
    
    0.00Accounts receivable
    
    
    5
    
    
    
    200,000.00
    
    
    
    411,800.00
    
    
    Other payables
    
    
    40
    
    
    
    -112,733.77
    
    
    
    -208,131.40Less:Provision for bad debts
    
    
    6
    
    
    
    0.00
    
    
    
    0.00
    
    
    Accounts payable-related parties
    
    
    41Net Accounts receivable
    
    
    7
    
    
    
    200,000.00
    
    
    
    411,800.00
    
    
    Accrued payroll
    
    
    42
    
    
    
    0.00
    
    
    
    0.00Accounts prepaid
    
    
    8
    
    
    
    20,000.00
    
    
    
    0.00
    
    
    Accrued welfarism
    
    
    43
    
    
    
    0.00
    
    
    
    0.00Interest receivable
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    106,469.04
    
    
    
    65,812.93Dividend receivable
    
    
    10
    
    
    
    
    
    
    
    
    
    
    Divedend payable
    
    
    45Other receivables
    
    
    11
    
    
    
    27,891,012.56
    
    
    
    26,524,751.28
    
    
    Other fund in conformity with paying
    
    
    46
    
    
    
    8,355.77
    
    
    
    4,685.99Accounts receivable-related parties
    
    
    12
    
    
    
    
    
    
    
    
    
    
    Accrued expense
    
    
    47
    
    
    
    0.00
    
    
    
    0.00Inventory
    
    
    13
    
    
    
    0.00
    
    
    
    0.00
    
    
    Long-term liabilities due in 1 year
    
    
    48of which:Work-in-process
    
    
    14
    
    
    
    0.00
    
    
    
    0.00
    
    
    Other current liabilities
    
    
    49Expenses
to be amortized
    
    
    15
    
    
    
    50,735.00
    
    
    
    96,199.50Other current assets
    
    
    17
    
    
    
    0.00
    
    
    
    0.00Total current assets
    
    
    18
    
    
    
    31,116,885.77
    
    
    
    27,850,070.28
    
    
    Total current liabilities
    
    
    50
    
    
    
    43,196.04
    
    
    
    -96,527.48Long-term
investment
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-term liabilitiesLong-term equity investment
    
    
    19
    
    
    
    5,000,000.00
    
    
    
    5,000,000.00
    
    
    Long-term loans
    
    
    51
    
    
    
    0.00
    
    
    
    0.00




---



##### 



Assets
    
    Line No.
    
    at beginning of year
    
    at end of year
    

Liabilities
and ownersequity
    
    Line No.
    
    At beginning of year
    
    at end of yearLong-term
creditor right investment
    
    
    20
    
    
    
    
    
    
    
    
    
    
    Bond payable
    
    
    52
    
    
    
    0.00
    
    
    
    0.00Total Long-term investment
    
    
    21
    
    
    
    5,000,000.00
    
    
    
    5,000,000.00
    
    
    Long-term payables
    
    
    53
    
    
    
    0.00
    
    
    
    0.00Fixed assets
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    Deferred rental income
    
    
    54
    
    
    
    0.00
    
    
    
    0.0022
    
    
    
    1,077,842.45
    
    
    
    1,113,306.45
    
    
    Other long-term liabilities
    
    
    55Less:Accumulated depreciation
    
    
    23
    
    
    
    460,163.49
    
    
    
    581,743.27
    
    
    Total long-term liabilities
    
    
    56
    
    
    
    0.00
    
    
    
    0.00Net
Value of Fixed Assets
    
    
    24
    
    
    
    617,678.96
    
    
    
    531,563.18Disposal of fixed assets
    
    
    25
    
    
    
    0.00
    
    
    
    0.00
    
    
    Defered tax:Project goods and material
    
    
    26
    
    
    
    
    
    
    
    
    
    
    Defered tax credit
    
    
    57
    
    
    
    0.00
    
    
    
    0.00Construction-in-process
    
    
    27Net
loss of fixed assests to be disposed of
    
    
    28
    
    
    
    
    
    
    
    
    
    
    Total liabilities
    
    
    58
    
    
    
    43,196.04
    
    
    
    -96,527.48Total fixed assets
    
    
    29
    
    
    
    617,678.96
    
    
    
    531,563.18Owners equity:Intangible assets & deferred assets:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Paid-up capital
    
    
    59
    
    
    
    55,000,000.00
    
    
    
    55,000,000.00Intangible assets
    
    
    30
    
    
    
    18,000.00
    
    
    
    28,300.00
    
    
    Capital reserves
    
    
    60
    
    
    
    0.00
    
    
    
    0.00Long-term deferred expenses
    
    
    31
    
    
    
    1,666,666.80
    
    
    
    1,083,333.49
    
    
    Surplus reserves
    
    
    61
    
    
    
    0.00
    
    
    
    0.00Other long-term assets
    
    
    32
    
    
    
    
    
    
    
    
    
    
    of which: Public welfare fund
    
    
    62
    
    
    
    0.00
    
    
    
    0.00Total intangible assets & deferred assets
    
    
    33
    
    
    
    1,684,666.80
    
    
    
    1,111,633.49
    
    
    Undistributed profits
    
    
    63
    
    
    
    -16,623,964.51
    
    
    
    -20,410,205.57Total owners equity
    
    
    64
    
    
    
    38,376,035.49
    
    
    
    34,589,794.43Deferred tax:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Minority shareholders interest
    
    
    65Deferred tax debit
    
    
    34
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    
    
    66Total assets
    
    
    35
    
    
    
    38,419,231.53
    
    
    
    34,493,266.95
    
    
    Total liabilities and owners equity
    
    
    67
    
    
    
    38,419,231.53
    
    
    
    34,493,266.95