**TABLE OF CONTENTS**       1. Definitions and Interpretations    2. Granting the Call Option    3. Exercising the Call Option    4. Share Transfer Price and Payment    5. Representations and Warranties    6. Special Undertakings    7. Confidentiality    8. Liability for Breach    9. Effectiveness, Term and Termination    10. Taxes and Expenses    11. Notification    12. Transfer    13. Governing Law and Jurisdiction    14. General Provisions    Exhibit 1    Schedule 2    
2

 
**CALL OPTION AGREEMENT**This agreement (the “Agreement”) was executed on the 25th day of December, 2008 betweenthe following parties: (1) JIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD. (“JIA LUO”), a company with limitedliability registered under the laws of the People’s Republic of China, whose registeredoffice is located at Suite 240, 227 Rushan Road, New Pudong District, Shanghai, whoselegal representative is Graham Anton Earnshaw (British passport no. 761022592); and  (2) SHANGHAI WAIGAOQIAO (GROUP) CO., LTD. (“GROUP”), a company with limited liabilityregistered under the laws of the People’s Republic of China, whose office is located at159 Futexi Road 1, Shanghai, whose legal representative is SHU Rong-Bin.(Jia Luo and the Group are hereafter referred to individually or respectively as a “party” andcollectively as “parties”.)Whereas: (1) The Group is the sole registered shareholder of SCM (to be defined below), holding100% of the shares of SCM (“SCM shares”); as of the day of the execution of the Agreement,the Group’s contribution to SCM’s registered capital and its holding of SCM’s shares arelisted in Appendix 1 attached hereto;  (2) With its extensive experience in TV program and advertisement operation andproduction, as well as its highly desirable connections, Jia Luo will undertake a broadrange of business co-operations with SCM; the Group deems Jia Luo an acceptable businesspartner in terms of qualifications, business reputation, operations, financial status andmanagement know-how;  (3) Once all the conditions provided in Section 2.2 of the Agreement are satisfied, theGroup shall agree to transfer the SCM shares it holds to Jia Luo in accordance with theprovisions of the Agreement;  (4) To implement the above-mentioned transfer of the SCM shares, the Group hereby agreesto unconditionally grant to Jia Luo an irrevocable and exclusive call option (“calloption”), whereby, upon the satisfaction of all the conditions provided in Section 2.2 ofthe Agreement, the Group shall transfer all or a portion of the SCM shares it holds to JiaLuo and/or its designee in accordance with the provisions of the Agreement;
3

 
   On the basis of voluntariness, equality and mutual benefit, the parties hereby enter intothe following agreements:**1** **Definitions and Interpretations**1.1 Unless otherwise defined in the Agreement, the following terms shall, when used in theAgreement, have the meaning set forth therein:   The “Agreement” The Agreement together with all schedules andappendices as well as any modifications ortransfers (if any) thereof in accordance withrelevant legislations;   “SCM” Shanghai Camera Media Investment Co., Ltd., a validand subsisting company with limited liability andregistered under the laws of Shanghai, whosecorporation registration number is 74729380-9 andwhose registered office is situated at Suite 3B10,168 Tianshan Sub-Road, Changning District,Shanghai;   “Registered capital of SCM” On the day of execution of the Agreement, SCM’sregistered capital in the amount of RMB60,000,000 plus any increase inregistered capital as a result of any additional contribution of capital whilethe Agreement is in effect;   “SCM shares” When Jia Luo exercises its call option(“exercise ofoption”), as provided in the Agreement, thespecific number of SCM shares that the Group shalltransfer to Jia Luo or its designee, ranging from aportion to all of the SCM shares; the specificnumber of shares shall be at the discretion of JiaLuo in compliance with the relevant China law thenin effect, the provisions of the Agreement and thedictates of its business considerations;   “Share transfer price” Upon exercise of the call option, all theconsiderations that Jia Luo or its designee shallyield to the Group in exchange for the number ofSCM shares, the particulars of which are providedin Section 4 (Considerations for call option);   “Business permits” All the permits, authorizations, approvals, filingsand registrations required for SCM to legally andeffectively engage in the production of televisionprograms and advertising design, production,delivery and agency as well as all other businessoperations carried on by Jia Luo at the time whenJia Luo exercises the call option, including butnot limited to: “corporate legal person businesslicense”, “registration with taxation authorities”,“business license for
4

 
     the production of radio and television broadcasting programs”, “businesslicense for advertising” and all other relevant permits or licenses requiredunder the China law then in effect;   “SCM assets” All the tangible and intangible assets of whichSCM has beneficial ownership or are entitled toaccess to, including but not limited to: any realproperty, movable property, good will andintellectual properties such as trade marks,copyrights, patents, proprietary technologies,domains, software user licenses;   “Material contracts” All the contracts that SCM is a party thereto andthat have a material effect on the business orassets of SCM, including but not limited to “theAgreement on consulting services” that SCMentered into with Jia Luo, “the Agreement onconsulting services” that SCM entered into withYuan Zhi, “the Agreement on strategiccooperations” that SCM entered into on December18, 2003 with Inner Mongolia TV Station, and allother contracts that are directly related to thebusiness activities conducted by SCM in the areaof radio and television programming and/oradvertising and that have a material effect onthe operations of SCM;   “Business day” a day on which Chinese banks normally open forbusiness and provide banking services tocorporate clients;   “China” People’s Republic of China, solely for thepurpose of the Agreement, excluding Hong Kong,Macau and Taiwan;   “Hong Kong” Hong Kong Special Administrative Region   “Renminbi or RMB” The legal currency of China   “American dollar or USD” The legal currency of United States of America   “China law” China’s Constitution, legislations,administrative regulations, local statues,ministerial regulations of the State Council,regulations of local governments and otherlegally binding regulatory documents (includinginterpretations and guidelines provided byentities that are authorized to issue suchinterpretations and guidelines, such as judicialinterpretations) then in effect;   “%” Percent
5

 
1.2 All section references refer to the sections of the Agreement; sub-section references referto the sub-sections of the section whose reference occurs in the immediate context (unless thecontext requires otherwise). 1.3 In the Agreement, unless expressly defined otherwise, reference to words importing a genderor neutral words include every gender and references to “person”, “third party”, “thirdperson” include natural person, societies corporate or non-corporate (other organizations),including government agencies. 1.4 In the Agreement, unless expressly defined otherwise, any reference to “day” is to “calendarday”, that is, not excluding any statutory holidays and two-day weekends, a year counts 365days according to the solar calendar (leap years count 366 days). 1.5 Unless expressly defined otherwise, “action” includes action and/or inaction. 1.6 Headings are for convenience only and shall not affect the interpretation of the Agreement. 1.7 References to any statute or statutory provision shall include any statute or statutoryprovision which amends or replaces it and shall include any normative stipulations made forthat statute or statutory provision. **2.** **Granting the Call Option** 2.1 The Group hereby agrees, irrevocably and without any additional requirement, to grant Jia Luoan exclusive call option whereby, while the Agreement is in effect and upon the fulfillment ofall the conditions stipulated in Section 2.2, Jia Luo or its designee shall be entitled topurchase, at its sole discretion, in the manner and at the price prescribed in the Agreement,through a single or multiple transactions, the SCM shares held by the Group; Jia Luo alsoagrees to accept the call option in accordance with the terms and conditions of the Agreement. 2.2 The parties acknowledge: upon the fulfillment of the following conditions, while theAgreement is in effect, Jia Luo or its designee shall be entitled but not obligated toexercise, at any time (the timing is entirely at the discretion of Jia Luo), the call optionwith the Group: (a) Jia Luo and/or its designee decides to purchase from the Group all ora portion of the SCM shares and, in accordance with Section 11 of the Agreement,issues to the Group an exercise notice (“exercise notice”), substantially in the formas provided in Appendix 2;  (b) The China law does not prohibit Jia Luo and/or its designee from purchasingall or a portion of the SCM shares as described in the exercise notice;
6

 
**3.** **Exercising the Call Option** 3.1 In the event Jia Luo chooses to exercise the call option as prescribed in Section 2 and theChina law then in effect permits Jia Luo and/or its designee to be the transferee of all theSCM shares, Jia Luo may, at its sole discretion, exercise the call option once or in multipletimes whereby Jia Luo and/or its designee shall be the transferee of all the SCM shares fromthe Group; in the event the China law then in effect permits Jia Luo and/or its designee to bethe transferee of only a portion of the SCM shares, Jia Luo shall, at its sole discretion,exercise the call option once or in multiple times whereby Jia Luo and/or its designee shallbe the transferee of SCM shares up to the upper limit of shareholding permitted under theChina law then in effect(“upper limit of shareholding”); in the latter scenario, Jia Luo hasthe right to continue the exercise of the call option to the extent and as far as the Chinalaw gradually lifts the upper limit of shareholding until eventually all the SCM shares havebeen obtained. 3.2 When exercising the call option as prescribed in Section 3.1, Jia Luo may, at its solediscretion, choose the number of SCM shares that the exercise of the call option shall requireof the Group to transfer to Jia Luo and/or its designee; the Group shall transfer to Jia Luoand/or its designee the number of SCM shares as specified by Jia Luo. In return, for the SCMshares transferred upon each exercise of the call option, Jia Luo and/or its designee shallpay to the Group the price of share transfer as stipulated in Section 4.1 of the Agreement. 3.3 Upon each exercise of the call option, Jia Luo may decide to be the transferee of the SCMshares or it may designate a third party to be the transferee of the SCM shares. 3.4 Each time it decides to exercise the call option, Jia Luo shall issue an exercise notice tothe Group; upon receiving the exercise notice and in compliance with the requirements of theChina law and the provisions of the Agreement, the Group shall immediately transfer to Jia Luoand/or its designee, all at once and as soon as practically possible, the number of SCM sharesspecified in the exercise notice. 3.5 Upon Jia Luo issuing an exercise notice, the Group hereby undertakes to: (1) Take all authorized corporate measures to ensure that the Group approves thetransfer to Jia Luo the SCM shares specified in the exercise notice and, to the extentpermitted under the law, obtain all other permits and approvals (if necessary) as maybe required by the China law then in effect;  (2) Ensure that the top decision-making body within SCM passes resolutions andtake any other necessary actions to approve the transfer by the Group to Jia Luoand/or its designee of the SCM shares specified in the exercise notice;  (3) At the request of Jia Luo and in compliance with the China law, provide toJia Luo the necessary support and cooperation including but not limited to conductingthe asset appraisals with regard to the transfer (if then required), effecting allsuch procedures as public announcements, government approvals, registrations andfilings, executing all such relevant legal documents as the share transfer agreementwith Jia Luo
7

 
   and/or its designee, in order that the SCM shares specified in the exercise noticeare legally and validly transferred to Jia Luo and/or its designee.3.6 The Group hereby commits itself to this undertaking: to implement the transactionscontemplated in the Agreement, any other legal documents that the Group will sign pursuant tothe Agreement (including but not limited to the share transfer agreement stipulated in Section3.5) shall not contradict the provisions of the Agreement or that impose any otherrestrictions other than those already provided in the Agreement. **4.** **Share Transfer Price and Payment** 4.1 In accordance with the Agreement, to purchase the SCM shares held by the Group, Jia Luo shallpay the share transfer price as defined below (contingent on the situation that applies): (a) In the event that the China law does not require an asset appraisal of theSCM shares and/or SCM assets,    Total share transfer price = RMB 15,500,000;    If Jia Luo decides to purchase only a portion of the SCM shares, then the sharetransfer price for purchasing the SCM shares each time shall be determined usingthe following formula:    Price for each share transfer = equivalent of RMB 15,500,000 x (proposed number ofSCM shares to be purchased ÷ the total number of SCM shares)  (b) In the event that the China’s law requires an asset appraisal of the SCMshares and/or SCM assets and that the appraised value is no more than RMB 15,500,000,    Total share transfer price = RMB 15,500,000;    If Jia Luo decides to purchase only a portion of the SCM shares, then the sharetransfer price for purchasing the SCM shares each time shall be determined usingthe following formula:    Price for each share transfer = equivalent of RMB 15,500,000 x (proposed number ofSCM shares to be purchased ÷ the total number of SCM shares)  (c) In the event that the China’s law requires an asset appraisal of the SCMshares and/or SCM assets and that the appraised value is more than RMB 15,500,000,
8

 
   Total share transfer price = Total appraised value of SCM assets    If Jia Luo decides to purchase only a portion of the SCM shares, then the sharetransfer price for purchasing the SCM shares each time shall be determined usingthe following formula:    Price for each share transfer = Appraised value of related SCM assets thatcorresponds to the proposed number of SCM shares to be purchased4.2 Jia Luo may decide, at its sole discretion, to deliver to the Group the share transfer pricein cash in the amount of the share transfer price and/or having a third party release theGroup from an indebtedness or security owed to this said third party and that is equal invalue to the share transfer price. **5.** **Representations and Warranties** 5.1 The Group hereby provides the following representations and warranties to Jia Luo: up to thedate of effectiveness of the Agreement, (a) The Group is a duly established company limited liability registered and subsisting under thelaws of the People’s Republic of China with full capacities for civil rights and civil acts,full legal rights and capacity to enter into and execute the Agreement as well as all otherdocuments to be executed in connection with the transactions contemplated in the Agreement,full legal rights and capacity to undertake the legal obligations and responsibilities as setforth in the Agreement, and full capacity to enter legal proceedings as an independentsubject. (b) The Group has legally and duly executed and delivered the Agreement, which constitutes alegal, valid and binding agreement of the Group, enforceable in accordance with the termshereof. (c) The capital contribution corresponding to the SCM shares has been fully, timely and legallypaid to SCM; the Group has fully paid all the taxes and fees that should be paid as a resultof obtaining the SCM shares. (d) The Group is the only person that has the ultimate legal title to the SCM shares free andclear of any trusts, custodies, liens, pledges, claims or other guarantees and third partyencumbrances, except for the Agreement. As set forth in the Agreement, upon exercise of thecall option, Jia Luo and/or its designee shall have valid and complete title to the SCM sharesfree and clear of any trusts, custodies, liens, pledges, claims or other guarantees and thirdparty encumbrances.
9

 
(e) The execution and performance of the Agreement by the Group do not violate or contravene anyapplicable China law, listing rules, industry norms, any contracts that they are parties toand that are legally binding on their assets, any court orders, any judgments of arbitrationtribunals or any decisions by administrative authorities. (f) To the best knowledge of the Group, the SCM shares are not a subject of any pending orthreatened suit, legal proceeding or claim by any court or arbitration tribunal, or of anyadministrative proceeding, measure or claim by any government agency; there is no suit,arbitration, judicial action, administrative measures or other situations that have a materialadverse effect on the financial status of the Group or on their capacity to undertake theobligations hereunder such that the Group will be unable to maintain their legal holding ofthe SCM shares. (g) SCM is a valid and subsisting company with limited liability and is registered under the lawsof the People’s Republic of China with full independent status and capacity as a legal entity,capable of entering legal proceedings as an independent subject. (h) To the best knowledge of the Group, SCM or its assets are not involved in any pending orthreatened suit, legal proceeding or claim by any court or arbitration tribunal, or of anyadministrative proceeding, measure or claim by any government agency, except for those suits,legal proceedings or claims that would not have a material adverse effect on the financialstatus of SCM. (i) From its establishment up to the effectiveness of the Agreement, SCM has conducted itsbusiness in full compliance with the law, without any violation or potential violation of theregulations and requirements enforceable by government agencies such as business and commerceadministration, taxation, radio and TV broadcasting, advertising, quality and technicaloversight, labor and social security, and without any contract breach or dispute, except asthose that would not have a material adverse effect on the financial status of SCM. (j) SCM is in possession of all the licenses, permits or authorizations required for itsoperations. SCM has full rights and qualifications to engage, within China, in the productionof radio and television programs, advertising design, production, and agency as well as allother activities within the scope of its current business operation. 5.2 The Group hereby assures Jia Luo that the above representations and warranties are all true,complete and accurate without any omissions, misleading information or errors.
10

 
**6.** **Special undertakings** 6.1 In order to maintain and increase the value of SCM shares, to the extent within its control,the Group hereby assures Jia Luo of the following undertakings: (a) While the Agreement is in effect, adopt all necessary measures to ensure thatSCM obtains and renews in a timely fashion all required business licenses, permits andauthorizations and that all such business licenses, permits and authorizations remainvalid.  (b) While the Agreement is in effect, without obtaining in advance the writtenconsent of Jia Luo: (i) The Group shall not dispose in any manner of all or aportion of the SCM shares or to involve any of the SCM shares in any trust,custody, pledge or third party encumbrance;  (ii) The Group shall not increase or decrease the registeredcapital of SCM;  (iii) The Group shall not dispose of or to cause SCMmanagement to dispose of any material assets of SCM;  (iv) The Group shall not terminate or cause SCM managementto terminate any material contract to which SCM is a party (the range ofsuch material contracts shall be determined then by Jia Luo on a reasonablebasis), or to enter into any contracts that are in conflict with anyexisting material contracts, or to consummate any transactions of which theconsiderations, in a single transaction or accumulated over a period ofthree consecutive months, exceeds 5% of the net asset value then of SCM;  (v) The Group shall not cause SCM to declare or actuallydistribute any profit, bonus, dividend or interest that are available fordistribution;  (vi) The Group shall not amend the articles of associationof SCM; and  (vii) Ensure that SCM does not provide or obtain any loans,or provide any guarantee or undertake any pledges, or assume anyliabilities outside of its normal course of business. (c) Ensure that SCM remains valid and subsists without being terminated, merged,split-up, liquidated or dissolved.  (d) While the Agreement is in effect, exert its utmost to develop the business ofSCM and ensure its legal and normal operation without acting in any
11

 
   way that would be detrimental to SCM’s assets, good will or the validity of itsbusiness license.  (e) Subsequent to sufficient consultation with Jia Luo and proceeding in linewith the opinions acceptable to Jia Luo, pass and adopt internal resolutions of SCM(include but not limited to election and appointment of SCM directors, if necessary).6.2 In order to maintain and increase the value of SCM shares to the extent within its control,Jia Luo hereby assures the Group of the following undertakings: (a) While the Agreement is in effect, adopt all necessary measures to ensure thatSCM obtains and renews in a timely fashion all required business licenses, permits andauthorizations and that all such business licenses, permits and authorizations remainvalid.  (b) To ensure that SCM remains valid and subsists without being terminated,merged, divided, liquidated or dissolved.  (c) While the Agreement is in effect, exert its utmost to develop the business ofSCM and ensure its legal and normal operation without acting in any way that would bedetrimental to SCM’s assets, good will or the validity of its business license.  (d) Never require the Group to engage in any activities that contravene theprovisions of Section 6.1.6.3 Jia Luo acknowledges that, notwithstanding the provisions of Section 6.1, the Group shall notbe held liable to Jia Luo if the violation by the Group of the undertakings set forth inSection 6.1 is attributable to Jia Luo or its affiliates. **7.** **Confidentiality** 7.1 Each Party shall keep the Agreement and its terms confidential and shall not disclose to anyother party the content herein or make any press release or public disclosure in any formregarding the transactions contemplated herein; the foregoing shall not prohibit anydisclosure: (i) required by law or regulations governing the exchange of securities; (ii) ofany information that has entered the public domain not as a result of a breach of contract bythe party making the disclosure; (iii) to shareholders of one party, attorneys, accountants,investment consultants or other agents of the Parties assisting the Parties in connection withthe transactions contemplated herein; or (iv) for which a written consent by the other partyhas been obtained in advance. 7.2 Notwithstanding other provisions herein, the validity of this section shall survive thecessation or termination of the Agreement.
12

 
**8.** **Liability for Breach** 8.1 Other than the breach of contract by the Group in the event of default on the covenants,presentations, warranties or undertakings as set forth in the Agreement, the Group shall alsobe deemed in violation of the Agreement if the following occurs: (a) The acceleration clause is invoked when the Group defaults on any external loans, pledges,compensations, undertakings or other liabilities, or otherwise finds itself unable to honorits obligations when due; or the Group is unable to settle material liabilities that arisefrom tort, profits acquired improperly and without a lawful basis, or acts as manager orprovider of services in order to protect another person’s interests when not legally orcontractually obligated, such that Jia Luo has reason to believe that it constitutes amaterial adverse effect or a threat thereof on the capacity of the Group to fulfill theirobligations under the Agreement; (b) A material adverse change has occurred in the assets of the Group such that Jia Luo hasreason to believe that it constitutes a material adverse effect or a threat thereof on thecapacity of the Group to fulfill their obligations under the Agreement; (c) Bankruptcy, dissolution, split-up, reorganization, liquidation, suspension of businesslicense for the Group have been imposed from outside or initiated from within, or a materialthreat thereof; (d) Bankruptcy, dissolution, split-up, reorganization, liquidation, suspension of businesslicense for SCM have been imposed from outside or initiated from within, or a material threatthereof, except for when it is directly attributable to Jia Luo or its affiliates; or (e) Any of the permits, authorizations, filings and registrations required for SCM to conduct itsnormal range of business (including but not limited to its business license for the productionof radio and television broadcasting programs, business license for advertising) has beencancelled or suspended or there is a material restriction to or weakening of the legalcapacity for SCM to conduct its normal range of business, except for when it is attributableto Jia Luo or its affiliates. 8.2 Should any party (“the breaching party”) fails to fulfill its obligations under theAgreement, on the condition that the other party’s (“non-defaulting party”) other rights underthe Agreement are not affected, the breaching party shall assume the responsibilities forbreach of contract in accordance with the provisions of the Agreement and applicable laws,including but not limited to actual performance, providing remedies and compensating thenon-defaulting party for damages.
13

 
8.3 The termination or dissolution of the Agreement does not absolve any party from theliabilities that were assumed under the Agreement prior to or at the time of the terminationor dissolution, nor does it affect the rights of any party to seek compensation from the otherparty for breach of contract prior thereto. **9.** **Effectiveness, Term and Termination** 9.1 Upon execution, the Agreement shall come into force. 9.2 Unless otherwise provided herein, the Agreement shall automatically terminate upon thetransfer of all SCM shares to Jia Luo and/or its designee in accordance with the provisions ofthe Agreement (the transfer being deemed consummated when all procedures required under theChina law are completed). **10.** **Taxes and expenses** 10.1 The parties hereto shall each bear their respective expenses and costs in connection with theconsultation, drafting and finalization of the Agreement as well as all the transactionscontemplated herein or any related legal, financial, business or other affairs. 10.2 Any tax required or imposed under the China law and any duties due to the government thatarise as a result of or in connection with the Agreement shall be borne by the taxpayers asdefined by applicable China law. **11.** **Notification** 11.1 Any notice required under the Agreement shall be in writing and in the Chinese language; anynotice to the other party by any party hereto, if delivered by courier, EMS or pre-paidregistered mail, shall be delivered to the following address (or the addressee notifies theaddresser in writing five days in advance of an alternative address); if transmitted byfacsimile, shall be transmitted to the following facsimile numbers of the addressee:   If intended for Jia Luo   JIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD. Address: 3905-09 Gang Hui Plaza, 1 Hong Qiao Road, Shanghai  Postal Code: 200030  Facsimile Number: 86 21 6448 4956  Attention:     Andrew Chang
14

 
  If intended for the Group   SHANGHAI WAIGAOQIAO (GROUP) CO., LTD. Address:     159 Futexi Road 1, Shanghai  Postal Code: 200131  Facsimile Number: 5868008811.2 To avoid any confusion, for delivery by courier, the notice shall be deemed delivered when itreaches the above address; for delivery by facsimile, the notice shall be deemed deliveredwhen the facsimile signal recognizing reception is received but the original notice should besent by post or courier after the successful transmittal of the facsimile; for delivery by EMSor pre-paid registered mail, the notice shall be deemed delivered 48 hours after it isdispatched (if sent out of the country, the notice shall be deemed delivered 10 days after itis dispatched). For proof of delivery, it suffices to show that the notice in question wasappropriately addressed, dispatched or posted (as the case may be). **12.** **Transfer** 12.1 The Group hereby acknowledges: Jia Luo has the right to transfer, at its sole discretion, allor part of its rights and/or obligations under the Agreement without having to obtain thewritten consent of the Group, provided that Jia Luo informs the Group of the transfer inquestion within a reasonable time frame after the completion of the transfer. 12.2 Without the written consent in advance from Jia Luo, the Group shall not transfer its rightsand/or obligations under the Agreement. **13.** **Governing Law and Jurisdiction** 13.1 The Agreement shall be construed in accordance with and governed by the laws of the People’sRepublic of China. 13.2 The parties hereto hereby irrevocably acknowledge: any disputes, claims or controversiesamong the parties arising out of or in connection with the Agreement shall be resolved throughfriendly consultation as a first resort; in the event the dispute resolution throughconsultation proves unsuccessful, the parties shall then refer the dispute to the ShanghaiCommission, China International Economic and Trade Arbitration Commission and submitthemselves to the arbitration rules of the said Commission in effect at the time ofapplication for arbitration; the judgment of the arbitration tribunal is final and binding onthe parties hereto and may be executed in any judicial court or administrative agency withappropriate competence.
15

 
**14.** **General Provisions** 14.1 Jia Luo and the Group agree to further complete, execute, deliver and perform what isreasonably requested by any party and to ensure that related persons act likewise with regardto additional measures such as taking actions, executing documents or delivering documents, inorder that the transactions contemplated in the Agreement may be consummated smoothly. 14.2 Time is of a critical factor of the Agreement. 14.3 No content herein shall be deemed to constitute, for any purpose, a partnership between theparties, nor shall any party be deemed, for any purpose, an agent of any other party; no partyhas been empowered with nor shall any party exercise any rights or authorization to create forany other party, for any purpose, any obligations or liabilities (including acting on behalfof or in the name of any other party to make presentations, pledges or warranties). 14.4 Without the written consent and execution in advance by the parties referencing theparticulars of the Agreement, any modification, amendment and revision regarding theprovisions herein or the parties’ rights and obligations hereof (including but not limited toany modification, amendment and revision that may be recommended based upon the review oropinion of Chinese government agencies) shall be null and void. 14.5 The Agreement constitutes the only and entire agreement of the Parties hereto regarding thesubject matter hereof, and supersedes any form of offer, undertaking, covenant, arrangement,presentation, intention, expression or understanding pertaining to the transactionscontemplated herein prior to the execution of the agreement. 14.6 Any party’s waiver, suspension or incapacity of exercising certain rights does not reduce,remove or restrict the party’s rights granted hereby and the right to sue the other party in acourt of law; any party’s abstention from exercising its rights regarding another party’sbreach of contract shall not be construed as never seeking recourse against the breachingparty; a single or partial exercise of any rights hereunder or seeking recourse does notrestrict or affect the party to further exercise the said right or seeking recourse orexercising any other rights. 14.7 The rights, interests and/or claims granted or included herein may be accumulative andsuperimposed, any party exercising the rights, interests and/or claims granted or includedherein is not excluded from possessing, exercising and claiming any rights, remedy and/ordamage granted under applicable law. 14.8 If at any time, any provision herein is declared by any court of law, arbitration tribunal orauthority with judicial competence to be null, illegal, unenforceable or non-executable in anyway, to the extent permissible under applicable law, the said provision shall be deemeddeleted from the Agreement whilst the other
16

 
  provisions herein remain valid, legal and enforceable or executable without being affectedin any manner and shall continue to be valid and enforceable. 14.9 The Agreement shall bind and inure to the benefit of the respective successors, assignsand/or acceptable transferees, regardless whether the parties or the said successors, assignsand transferees have changed their names, organizational structure, competent departments ororganizational nature. 14.10 The Agreement is composed in the Chinese language, in three (3) duplicates, each havingequal legal force, one copy to be held by each party, one copy to be held by SCM. 14.11 The parties hereto may execute the Agreement jointly or separately; the said Agreementsigned either jointly or separately shall be deemed to be equally valid; the agreementsseparately executed by each party shall constitute the entire agreement.(The rest of the page is blank.)
17

 
**Signature page**On the date shown on the cover page of the Agreement, signed by Parties hereto or their respectiveauthorized representativesBy /s/ Graham Anton EarnshawJIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD.[Company chop of Jia Luo Business Consulting (Shanghai) Co., Ltd.]Signature:Title:Signature of witness:By /s/ SHU Rong-binSHANGHAI WAIGAOQIAO (GROUP) CO., LTD. [Company chop of Shanghai Waigaoqiao (Group) Co., Ltd.]Signature:Title:Signature of witness:
18

 
**Exhibit 1****Profile of SCM**   Company name: Shanghai Camera Media Investment Co., Ltd.   Registered address: 3B10 168 Tianqi Road, Chang Ning District, Shanghai, China   Registered capital: RMB 60,000,000   Legal representative: ZHANG Guan-MingShareholding structure:     Name of shareholder Capital contribution (RMB) % of total sharesThe Group RMB 60,000,000 100%Total RMB 60,000,000 100%
19

 
**Schedule 2****Form of Exercise Notice**To: SHANGHAI WAIGAOQIAO (GROUP) CO., LTD.Whereas:On                     , 2008, your companyand our company executed “Call Option Agreement”(“Agreement”)covenanting that, upon the fulfillment of all the conditions as set forth in Section 2.2 of theAgreement, your company shall transfer to our company or any third party designated by our companyall or a portion of the Shanghai Camera Media Investment Co., Ltd.(“SCM”) shares held by yourcompany.Therefore, our company hereby issues to your company the notice below:(1) Our company wishes to exercise the call option as per the “Call Option Agreement II” suchthat [our company]/our company’s designee [name of company/individual] shall be the transfereeof SCM shares held by your company representing ___% of SCM’s registered capital; (2) It is requested that your company complete, within___ business days after receipt of thisnotice, the relevant legal procedures in accordance with Section 3.5 of the call optionagreement. (3) It is requested that your company shall cause SCM to amend,within ___ business days afterreceipt of this notice, the SCM Articles of Association and commence revising the registrationwith the industry and commerce administrative authorities (if needed) in order that the saidSCM shares are transferred to [our company]/our company’s designee [name ofcompany/individual].**Sincerely yours,**JIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD.Authorized representative:Date:
20