Exhibit 4.58
 Xinhua Finance Media Limited
  Chung Cheng Co., Ltd.
 
 MASTER AGREEMENT
IN RESPECT OF CERTAIN
ADVERTISING BUSINESSES
 
 2008
 
 www.klgates.com




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THIS
MASTER AGREEMENT Agreement 30th September
 BETWEEN
 Xinhua 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)
 AND
 Chung Cheng Co., Ltd., a company incorporated under the laws of
Samoa with a registered address located at Level 12, Lotemau Centre,
Vaea Street, Alpa, Samoa (the Chung Cheng)
 WHEREAS
 A.
    
    XFM desires to acquire exclusive rights to advertise on various channels from various parties
and Chung Cheng wishes to procure its nominees or affiliates to grant to XFM or XFM Nominee
such rights in accordance with the terms and conditions set forth in this Agreement.
 B.
    
    Chung Cheng agrees to procure such parties to enter into cooperative agreements or other
agreements including the XFM Agreements with XFM or XFM Nominee whereby such parties will
grant to XFM or XFM Nominee the rights, benefits, titles and interests in and to the XFM
Agreements.
 NOW, THEREFORE
 1.
    
    DEFINITIONS
 1.1
    
    Definitions. The following terms when used herein shall have the meanings ascribed
to them below:
 Balance First Closing Consideration
    
    has the meaning ascribed to it in Clause 2.3(a);BCGC
    
    means Beijing University Career Guidance;Beijing Campuses
    
    means, collectively, not less than thirty (30)
campuses of the university in Beijing;Billboards
    
    has the meaning ascribed to it in Clause 3.3;




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Billboards Operational Rights
    
    has the meaning ascribed to Exclusive Advertising and
Events Organizing Rights
((CHINESE CHARACTERS)) under the
XFM Tongji Agreement;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 First Closing and the Second
Closing;Closing Deliverable
Agreements
    
    means the respective agreements or documents required
to be delivered by Chung Cheng under this Agreement as
conditions to First Closing or Second Closing, as the
case may be;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 fifty
(50%) Per Cent of the voting equity interests in such
other Person;CY Advertising
    
    means Zhong Qing Net Advertising (Beijing) Co., Ltd.
((CHINESE CHARACTERS)), a limited liability company
incorporated under the laws of the PRC with a
registered address at Room 705, No. 38, Chao Wai Main
Street, Chaoyang District, Beijing, China;CY Intranet Operational Right
    
    means the right to post and distribute content on (i)
the video and audio distribution network based on the
China Education and Research Network (CERN), the
broadband network infrastructure built in schools,
universities and other education institutions; (ii)
its related
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mobile network; and (iii) such other media or
distribution channels the detailed definition of which
shall be set forth in the CY Intranet Agreement;CY Network
    
    means Zhong Qing Network Technology (Beijing) Co.,
Ltd. ((CHINESE CHARACTERS)), a limited liability
company incorporated under the laws of the PRC with a
registered address at 16/F, 17/F, Chang Bao Building,
An Hua Bei Li, Guang Qu Men Nei Street, Chongwei
Disrict, Beijing, China;CY Websites
    
    has the meaning ascribed to Zhong
Qing Net ((CHINESE CHARACTERS))
in the XFM CYN Agreement;CY Website Operational Rights
    
    has the meaning ascribed to Advertising and Events
Organizing Rights
((CHINESE CHARACTERS)) in the XFM CYN
Agreement;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);Down Payment
    
    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;FCPA
    
    means the Foreign Corrupt Practices Act of the United
States of America;First Closing
    
    has the meaning ascribed to it in Clause 2.5;First Closing Conditions
    
    has the meaning ascribed to it in Clause 3.1;First Closing Consideration
    
    has the meaning ascribed to it in Clause 2.3(a);First Closing Date
    
    has the meaning ascribed to it in Clause 2.5;Governmental Entity
    
    means any court, regulatory body, administrative agency
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or commission or other governmental authority or
instrumentality, whether domestic or foreign;HCGC
    
    means Hubei University Career Guidance Center;Hong Kong
    
    means the Hong Kong Special Administrative Region of
the PRC;Hubei Campuses
    
    means, collectively, not less than thirty (30)
campuses of the university in Hubei;IFRS
    
    means the International Financial Reporting Standards
issued by the International Accounting Standards Board
from time to time;Indemnified Party
    
    has the meaning ascribed to it in Clause 10.4;Indemnifying Party
    
    has the meaning ascribed to it in Clause 10.4;JV
    
    means the joint venture company to be established
pursuant to Clause 4;Losses
    
    has the meaning ascribed to it in Clause 10.1;LCD Screens
    
    has the meaning ascribed to Terminal LCD under the XFM
Hezhong Agreement;Magazine
    
    has the meaning ascribed to (CHINESE CHARACTERS) under the XFM
Tianren Agreement;Magazine Operational Rights
    
    has the meaning ascribed to Advertising and Operations
Rights under the XFM Tianren Agreement;Market Value
    
    means, with respect to XFM Shares, the average of the
closing price of XFM 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 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 Chung Cheng or its
relationship with the parties to the XFM Agreements
(if any);
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NASDAQ
    
    means the National Association of Securities Dealers
Automated Quotations;Non-Disclosing Parties
    
    has the meaning ascribed to it in Clause 12.4;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;Relevant Date
    
    means the respective payment date for the payment of
the Total Consideration hereunder;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;Second Closing
    
    has the meaning ascribed to it in Clause 5.1;Second Closing Conditions
    
    has the meaning ascribed to it in Clause 5.2;Second Closing Date
    
    has the meaning ascribed to it in Clause 5.1;Tianren
    
    Means Beijing Tian Ren Qing An Media Technology Co.,
Ltd. ((CHINESE CHARACTERS)), a limited
liability company incorporated under the laws of the
PRC with a registered address at A197, 6/F Beijing Jin
Yuan Times Shopping Center, No.1 , Yuan Da Road,
Haidian District, Beijing;Tongji
    
    Means Beijing Tong Ji New Technology Development Co.,
Ltd. ((CHINESE CHARACTERS)), a company
incorporated under the laws of the PRC with a
registered address at Room 1706, A1, Chang Yuan Tian
Di, No. 18, Suzhou Street, Haidian District, Beijing;Total Consideration
    
    has the meaning ascribed to it in Clause 2.3;UA Terminals
    
    has the meaning ascribed to UA Media in the XFM
Hezhong Agreement;
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US$ and US
Dollars
    
    means the lawful currency of the United States of
America;XFM Agreements
    
    means, collectively, the XFM CYN Agreement, XFM
Hezhong Agreement, XFM Tianren Agreement, XFM Tongji
Agreement and, after the First Closing, the XFM CYN
Intranet Agreement;XFM CYN Agreement
    
    means the agreement to be entered into by Chung Cheng,
CY Advertising, CY Network and XFM or XFM Nominee
pursuant to Clause 2.2 and in the form set forth in
Schedule C;XFM CYN Intranet Agreement
    
    means the agreement to be entered into by JV, CY
Advertising and CY Network pursuant to Clause 5.4(i)
in the form as agreed by XFM;XFM Hezhong Agreement
    
    means the agreement to be entered into by Hezhong,
Chung Cheng and XFM or XFM Nominee pursuant to Clause
2.2 and in the form as set out in Schedule F;XFM Nominee
    
    means any Person or Persons nominated by XFM;XFM Shares
    
    means Class A common shares in the share capital of
XFM with a par value of US$0.001 each;XFM Tianren Agreement
    
    means the agreement to be entered into by Tianren,
Chung Cheng and XFM or XFM Nominee pursuant to Clause
2.2 and in the form as set out in Schedule E;XFM Tongji Agreement
    
    means the agreement to be entered into by Chung Cheng,
Tongji and XFM or XFM Nominee pursuant to Clause 2.2
and in the form as set out in Schedule D; and4S Operational Rights
    
    has the meaning ascribed to Advertising and Events
Organizing Rights under the XFM Hezhong Agreement.
 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);
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(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.
    
    PROCUREMENT
 2.1
    
    Procurement. 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 Chung Cheng to acquire and, Chung Cheng
agrees to procure its nominees or affiliates to grant to XFM or XFM Nominee as XFM may direct
at First Closing, all of the rights, interests, titles and benefits in and to each of the XFM
Agreements with effect from the First Closing Date free from all Encumbrances of any nature
whatsoever and together with all rights of any nature whatsoever now or hereafter attaching or
accruing to them after the First Closing Date.
 2.2
    
    Procurement of Agreements. Chung Cheng shall procure and guarantee each of the
following on or prior to First Closing:
 (a)
    
    XFM CY Agreement.
 (i)
    
    Chung Cheng shall procure CY Advertising and CY Network or any
other parties as may be necessary to grant all of the rights, interests, titles
and benefits in and to the XFM CYN Agreement including the CY Website
Operational Rights to XFM or XFM Nominee as XFM may direct free from all
Encumbrances; and(ii)
    
    CY Advertising, CY Network and Chung Cheng shall enter into the
XFM CYN Agreement with XFM or XFM Nominee as XFM may direct.
 (b)
    
    Tongji Agreements.
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(i)
    
    Chung Cheng shall procure Tongji or any other parties as may be
necessary to grant all of the rights, interests, titles and benefits in and to
the XFM Tongji Agreement including the Billboard Operational Rights to XFM or
XFM Nominee as XFM may direct free from all Encumbrances;
 (ii)
    
    Tongji shall enter into the XFM Tongji Agreement with XFM or
XFM Nominee as XFM may direct;
 (iii)
    
    BCGC shall issue a written letter confirming that XFM or XFM
Nominee as XFM may direct shall be entitled to have the rights, interests,
titles and benefits in and to XFM Tongji Agreement (for the avoidance of doubt,
the aforesaid BCGCs confirmation only relates to those Billboard Operational
Rights in Beijing, PRC, as comtemplated in the XFM Tongji Agreement); and
 (iv)
    
    HCGC shall issue a written letter confirming that XFM or XFM
Nominee as XFM may direct shall be entitled to have the rights, interests,
titles and benefits in and to XFM Tongji Agreement (for the avoidance of doubt,
the aforesaid HCGCs confirmation only relates to those Billboard Operational
Rights in Hubei province, PRC, as comtemplated in the XFM Tongji Agreement);
 (c)
    
    XFM Tianren Agreement.
 (i)
    
    Chung Cheng shall procure Tianren or any other parties as may
be necessary to grant all of the rights, interests, titles and benefits in and
to the XFM Tianren Agreement including the Magazine Operational Rights to XFM
or XFM Nominee as XFM may direct free from all Encumbrances; and
 (ii)
    
    Tianren shall enter into the XFM Tianren Agreement with XFM or
XFM Nominee as XFM may direct.
 (d)
    
    XFM Hezhong Agreement.
 (i)
    
    Chung Cheng shall procure Hezhong or any other parties as may
be necessary to grant all of the rights, interests, titles and benefits in and
to the XFM Hezhong Agreement including the 4S Operational Rights, to XFM or XFM
Nominee free from all Encumbrances; and
 (ii)
    
    Hezhong shall enter into the XFM Hezhong Agreement with XFM or
XFM Nominee as XFM may direct.
 2.3
    
    Payment. Subject to the conditions stipulated herein, XFM shall pay to Chung Cheng
Five Million (US$5,000,000) US Dollars (the Total Consideration) and Eight Million XFM
Shares (8,000,000 XFM Shares) in the manner set forth below:
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(a)
    
    First Closing Consideration. Three Million Five Hundred Thousand
(US$3,500,000) US Dollars and Four Million XFM Shares (4,000,000 XFM Shares) (the
First Closing Consideration) shall be payable as follows:
 (i)
    
    One Million Eight Hundred Thousand (US$1,800,000) US Dollars
(the Down Payment) shall be payable in cash upon the execution of this
Agreement as a down payment to be applied to the First Closing Consideration;
and
 (ii)
    
    One Million Seven Hundred Thousand (US$1,700,000) US Dollars
and Four Million XFM Shares (4,000,000 XFM Shares) (the Balance First Closing
Consideration) shall be payable as follows:
 (A)
    
    One Million Seven Hundred Thousand
(US$1,700,000) US Dollars in cash shall be payable at First Closing
Date to such account as Chung Cheng shall designated; and
 (B)
    
    Four Million XFM Shares (US$4,000,000 XFM
Shares) shall be issued to Chung Cheng within ten (10) Business Days
following the First Closing Date. Notwithstanding the foregoing, XFM
may, in its sole discretion, deliver to Chung Cheng or any other
person(s) designated by Chung Cheng money in US Dollars in lieu of all
or a portion of the First Closing Consideration otherwise deliverable
to Chung Cheng in XFM Shares determined as the Market Value of such
            shares.
 (b)
    
    Second Closing Consideration. One Million Five Hundred Thousand
US$1,500,000) US Dollars and Four Million XFM Shares (4,000,000 XFM Shares) (the
Second Closing Consideration) shall be payable as follows:
 (i)
    
    One Million Five Hundred Thousand (US$1,500,000) US Dollars in
cash shall be payable at Second Closing Date to such account as Chung Cheng
shall designated; and
 (ii)
    
    Four Million XFM Shares (4,000,000 XFM Shares) shall be issued
to Chung Cheng within ten (10) Business Days following the First Closing Date.
Notwithstanding the foregoing, XFM may, in its sole discretion, deliver to
Chung Cheng or any other person(s) designated by Chung Cheng money in US
Dollars in lieu of all or a portion of the First Closing Consideration
otherwise deliverable to Chung Cheng in XFM Shares determined as the Market
Value of such shares.
 2.4
    
    Down Payment. If the First Closing does not occur on or prior to 30 September 2008
or this Agreement is terminated in accordance with the terms hereof, Chung Cheng shall
forthwith return the Down Payment to XFM together with interest thereon calculated at 10% per
annum.
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2.5
    
    First Closing. Upon the First 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 procurement of grant of interests hereunder (the First Closing) shall take
place at the offices of XFM in Hong Kong or at such other place as may be agreed upon by the
Parties. The date and time of the First Closing are herein referred to as the First Closing
Date. For greater certainty, XFM shall not be obliged to pay any amount of the Balance First
Closing Consideration unless all the First Closing Conditions are fulfilled or waived in
writing by XFM. Without prejudice to any other remedies available to XFM, XFM may defer First
Closing and the payment of the Balance First Closing Consideration until all First Closing
Conditions are fulfilled or waived in writing.
 3.
    
    CONDITIONS TO FIRST CLOSING
 3.1
    
    Conditions to First Closing. The obligations of XFM under this Agreement to pay the
First Closing Consideration are subject to the satisfaction or written waiver on or before the
First Closing Date of all of the following conditions and the delivery of all of the documents
set out hereunder (collectively, the First Closing Conditions).
 3.2
    
    First Closing Deliverables. Upon the First Closing, Chung Cheng shall deliver or
procure to be fulfilled or delivered to XFM the following:
 (a)
    
    in respect of CY Advertising and CY Network:
 (i)
    
    XFM CYN Agreement duly executed by CY Advertising and CY
Network; and(ii)
    
    evidence satisfactory to XFM that all rights, interests, titles and
benefits under the XFM CYN Agreement have been validly granted to XFM or XFM
Nominee (as directed by XFM) which grant has been consented to by CY
Advertising and CY Network and any other parties as may be necessary;
 (b)
    
    in respect of Tongji, BCGC and HCGC:
 (i)
    
    XFM Tongji Agreement duly executed by Tongji;
 (ii)
    
    evidence satisfactory to XFM that all rights, interests, titles and
benefits under the XFM Tongji Agreement have been validly granted to XFM or
XFM Nominee (as directed by XFM) which grant has been consented to by Tongji
and any other parties as may be necessary;
 (c)
    
    in respect of Tianren:
 (i)
    
    XFM Tianren Agreement duly executed by Tianren;
 (ii)
    
    evidence satisfactory to XFM that and all rights, interests, titles and
benefits under the XFM Tianren Agreement have been validly granted
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to XFM or XFM Nominee (as directed by XFM) which grant has been
consented to by Tianren and any other parties as may be necessary;
 (d)
    
    in respect of Hezhong:
 (i)
    
    XFM Hezhong Agreement duly executed by Hezhong;(ii)
    
    evidence satisfactory to XFM that all rights, interests, titles and
benefits under the XFM Hezhong Agreement have been validly granted to XFM or
XFM Nominee (as directed by XFM) which grant has been consented to by
Hezhong and any other parties as may be necessary;
 (f)
    
    Other Deliverables.
 (i)
    
    written confirmation from Chung Cheng 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
 (ii)
    
    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 First Closing Conditions. The obligations of XFM under this Agreement to pay
the First Closing Consideration are subject to the satisfaction or written 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 later of the First Closing Date or the date of payment
of the First Closing Consideration 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 Chung
Cheng the counterparties to the XFM Agreements and their businesses and is satisfied
with the results thereof.
 (c)
    
    Performance. Chung Cheng shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement on or before the
First Closing or at the date of payment.
 (d)
    
    No Material Adverse Change. There has not occurred any Material
Adverse Change in the Companys businesses.
 (e)
    
    Billboards. Tongji has commenced construction of a minimum of two
hundred and fifty (250) advertising billboards (the Billboards) at the Beijing
Campuses and Hubei Campuses and have provided evidence in relation thereof satisfactory
to XFM.
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(f)
    
    Consents and Approvals. All the Consents and approvals required for the
valid and effective grant of all the rights, interests, titles and benefits to XFM or
XFM Nominee (as XFM may direct) under the XFM Agreements and the execution and delivery
of the XFM Agreements by the parties thereto (other than XFM or XFM Nominee) and the
consummation of the transactions and performance of the obligations contemplated in
them shall have been duly obtained.
 (g)
    
    XFM Agreements. All XFM Agreements required to be delivered hereunder
shall have been duly executed signed by all parties thereto (except for XFM) and all
necessary Consents, licenses and approvals for their construction, erection and
operation have been obtained and are validly existing.
 (h)
    
    Board Approval. XFMs board of directors shall have authorized and
approved the execution and delivery of this Agreement and any other documents or
instruments contemplated hereunder.
 (i)
    
    Registration or Consents. Where required under PRC laws, the execution
and performance of the XFM Agreements have been duly filed with or delivered to each
relevant Governmental Entity.
 4.
    
    ESTABLISHMENT OF JV
 4.1
    
    As soon as practicable following the execution of this Agreement, Chung Cheng shall procure
that a joint venture company (the JV) be established in Shanghai or Beijing in the PRC
within six (6) months from the First Closing Date as follows (unless otherwise expressly
agreed to by XFM):
 (a)
    
    The JV shall be established with a registered capital as mutually agreed by
Chung Cheng and XFM;
 (b)
    
    Chung Cheng or its nominee shall contribute and pay fifty (50) Per Cent of the
total registered capital of the JV (the Chung Cheng JV Contribution) and XFM or XFM
Nominee shall contribute and pay fifty (50) Per Cent of the total registered capital of
the JV (the XFM JV Contribution);
 (c)
    
    The JV shall have a board of directors. XFM or XFM Nominee shall be entitled to
appoint one half of the total number of directors and Chung Cheng or its nominee shall
be entitled to appoint the remaining directors;
 (d)
    
    The joint venture contract and articles of association of the JV shall be duly
completed and executed by Chung Cheng or its nominee and XFM or XFM Nominee;
 (e)
    
    The JV will primarily be engaged in the operation and maintenance of the
intranet as set forth in XFM CYN Intranet Agreement;
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5.
    
    SECOND CLOSING5.1
    
    Second Closing. Upon the Second Closing Conditions having been satisfied or waived
on or before the expiration of the time period herein for the fulfilment of such conditions
(the Second 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 in writing. The
date and time of the Second Closing are herein referred to as the Second Closing Date. For
greater certainty, XFM shall not be obliged to pay any amount of the Second Closing
Consideration unless all the Second Closing Conditions are fulfilled or waived in writing by
XFM. Without prejudice to any other remedies available to XFM, XFM may defer Second Closing
and the payment of the Second Closing Consideration until all Second Closing Conditions are
fulfilled or waived.5.2
    
    Conditions to Second Closing. The obligations of XFM under this Agreement to pay the
Second Closing Consideration are subject to the satisfaction or written waiver on or before
the Second Closing Date of all of the conditions and the delivery set out hereunder
(collectively, the Second Closing Conditions).5.3
    
    Second Closing Deliverables. Upon the Second Closing, Chung Cheng shall deliver or
procure to be fulfilled or delivered to XFM the following:
 (a)
    
    in respect of the JV:
 (i)
    
    original joint venture contract duly executed by Chung Cheng or its nominee
for establishment of the JV in the form as mutually agreed by Chung Cheng or its
nominee and XFM or XFM Nominee;(ii)
    
    original articles of association of the JV duly executed by Chung Cheng or
its nominee for establishment of the JV in the form mutually agreed to by Chung
Cheng or its nominee and XFM or XFM Nominee;(iii)
    
    all Consents, approvals, licenses and certificates required for
establishment and operation of the JV;(iv)
    
    all corporate records of the JV (including its company chop, seal, finance
chop and legal representative chop);(v)
    
    original duly completed and executed documents required for the appointment
of directors and legal representative of the JV in the form satisfactory to XFM;
 (b)
    
    in respect of Tongji
 (i)
    
    evidence satisfactory to XFM that the construction of the Billboards
pursuant to Clause 3.3(e) has been completed and all Billboards are
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fully operational on a full time and continuous basis and all necessary Consents,
licenses and approvals for their construction, erection and operation have been
obtained and are validly existing; and(ii)
    
    evidence satisfactory to XFM that the Billboards have been used to
continuously place advertisements and generate revenue for XFM or XFM Nominee;
 (c)
    
    in respect of Hezhong
 (i)
    
    evidence satisfactory to XFM that the number of operating LCD Screens for
which XFM or XFM Nominee have been granted the exclusive advertising rights
pursuant to the XFM Hezhong Agreement:
 (A)
    
    are fully operational on a full time and continuous
basis and all necessary Consents, licenses and approvals for their
construction, erection and operation have been obtained and are validly
existing;(B)
    
    account for more than eighty (80%) Per Cent of the
total number of advertising LCD display screens managed by UA Terminals or
its affiliates; and(C)
    
    exceed one hundred seventy (170) screens in total; and(D)
    
    all necessary Consents, licenses and approvals for
their construction, erection and operation have been obtained and are
validly existing; and
 (d)
    
    in respect of the sales team:
 (i)
    
    evidence to the satisfaction of XFM that Chung Cheng or its nominee has
hired a team of professionals with expertise in advertising operations to be
primarily responsible for the advertising business to be carried on by XFM or
XFM Nominee arising from the XFM Agreements; and(ii)
    
    employment contracts duly executed by each of the said
professionals in a form to the satisfactory of XFM;
 (e)
    
    Others:
 (i)
    
    written confirmation from Chung Cheng that they are not aware of any
matter or thing which is in breach of or inconsistent with any of the
representations, warranties and undertakings herein contained;(ii)
    
    such other papers and documents as XFM may reasonably require for the
purposes herein, including but not limited to, all documents
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required to be signed, submitted to and/or registered with to any Governmental Entity; and(iv)
    
    the execution and delivery of such other papers and documents and the
consummation of such actions and steps as XFM may reasonably require.
 5.4
    
    Other Second Closing Conditions. The obligations of XFM under this Agreement to pay
the Second 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 Second Closing Date or the date of payment of the Second
Closing Consideration with the same effect as though such representations and warranties
had been made on and at such date.(b)
    
    Performance. Chung Cheng shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement on or before the
Second Closing or the date of payment.(c)
    
    JV. The JV has been duly established, all Consents for it to carry on
the businesses intended to be carried on by it have been obtained, is fully operational
as a going concern and all capital contribution required to be made by Chung Cheng or
its nominee has been fully paid.(d)
    
    Billboards.
 (i)
    
    The construction of the Billboards pursuant to Clause 3.3(e) has been duly
completed and all the said billboards are fully operational on a full time and
continuous basis and all necessary Consents, licences and approvals for their
construction, erection and operation have been obtained and are validly
existing;(ii)
    
    The Billboards have been used to continuously place advertisements
and generate revenue for XFM or XFM Nominee.
 (e)
    
    UA Terminals.
 (i)
    
    The number of operating LCD Screens for which XFM or XFM Nominee have been
granted the exclusive advertising rights pursuant to the XFM Hezhong Agreement:
 (A)
    
    are fully operational on a full time and continuous
basis and all necessary Consents, licences and approvals for their
construction, erection and operation have been obtained and are validly
existing;
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(B)
    
    account for more than eighty (80%) Per Cent of the
total number of advertising LCD display screens managed by UA Terminals and
its affiliates; and(C)
    
    exceed one hundred seventy (170) screens in total and
all necessary Consents, licences and approvals for their construction,
erection and operation have been obtained and are validly existing;.
 (f)
    
    Sales Team.
 (i)
    
    Chung Cheng has hired a team of professionals with
expertise in advertising to be primarily responsible for the advertising
business to be carried on by XFM or XFM Nominee arising from the XFM Agreements;
and(ii)
    
    Each of the said professionals has executed employment contracts in
a form to the satisfactory of XFM.
 (g)
    
    Successful Implementation.
 (i)
    
    XFM or XFM Nominee has successfully released information and placed
advertisements on the CYN Websites on a full time and continuous basis and all
necessary Consents, licences and approvals to carry on such business have been
obtained and are validly existing;(ii)
    
    XFM or XFM Nominee has successfully released information and placed
advertisements on a full time and continuous basis on each of the advertising
billboards on the Beijing Campuses and Hubei Campuses pursuant to the XFM Tongji
Agreement and all necessary Consents, licences and approvals for the carrying on
such business have been obtained and are validly existing;(iii)
    
    XFM or XFM Nominee has successfully released information and
placed advertisements on a full time and continuous basis on the Magazine
pursuant to the XFM Tianren Agreement and all necessary Consents, licences and
approvals for the carrying on such business have been obtained and are validly
existing; and(iv)
    
    XFM or XFM Nominee has successfully released information and placed
advertisements on a full time and continuous basis on the LCD Display Screens
pursuant to the XFM Hezhong Agreement and all necessary Consents, licences and
approvals for the carrying on such business have been obtained and are validly
existing.
 (h)
    
    XFM CYN Intranet Agreement.
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(i)
    
    Chung Cheng shall have procured CY Advertising and CY Network or
any other parties as may be necessary to grant all of the rights, interests,
titles and benefits in and to the CY Intranet Operational Rights to JV free from
all Encumbrances;(ii)
    
    CY Advertising, CY Network and JV shall enter into the XFM CYN
Intranet Agreement in the form satisfactory to XFM; and(iii)
    
    XFM or XFM Nominee has successfully released information, placed
advertisements and hold the event on a full time and continuous basis on its CY
Intranet Operational Rights pursuant to the XFM CYN Intranet Agreement and all
necessary Consents, licences and approvals for the carrying on such business have
been obtained and are validly existing.
 6.
    
    DEFRERAL OF CLOSING6.1
    
    Deferral of Closing. Without prejudice to any other remedies available to XFM, if:
 (a)
    
    any provision of Clause 3 has not been complied with by Chung Cheng on the First
Closing Date (except where Chung Chengs failure to comply is caused by XFM), XFM may:
 (i)
    
    proceed to the First Closing so far as practicable (without
prejudice to its rights hereunder); or(ii)
    
    rescind its obligations to acquire the interests under this
Agreement without prejudice to any other remedy and without incurring any
liability to Chung Cheng; and
 (b)
    
    any provision of Clause 5 has not been complied with by Chung Cheng on the Second
Closing Date (except where Chung Chengs failure to comply is caused by XFM), XFM may
proceed to the Second Closing so far as practicable (without prejudice to its rights
hereunder).
 6.2
    
    First Closing Long Stop Date. Without prejudice to any other remedies available to
the Parties, if the First Closing Conditions have not been satisfied within sixty (60) days
following the execution of this Agreement, XFM may, at its sole discretion:
 (a)
    
    rescind its and/or XFM Nominees obligations to acquire the interests contemplated
under this Agreement and Chung Cheng shall return all payments it has then received
from XFM under this Agreement to XFM within three (3) days following the rescission
together with an interest calculated at an interest rate of ten (10)% Per Cent per
annum; or(b)
    
    require Chung Cheng to carry on businesses and operations, including any actions
or decision concerning the XFM Agreements at the direction of XFM.
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6.3
    
    Second Closing Long Stop Date. Without prejudice to any other remedies available to
the Parties, if the Second Closing Conditions have not been satisfied within one hundred
eighty (180) days following the Second Closing Date, XFM shall be entitled to rescind its
and/or XFM Nominees obligations to pay the Second Closing Consideration. Chung Cheng shall
compensate XFM with an amount equal to the capital XFM already contributed into the JV
together with an interest calculated at an interest rate of ten (10)% Per Cent per annum as
XFMs unliquidated damage within three (3) days following the rescission.
 7.
    
    COVENANTS7.1
    
    Further Covenants. Chung Cheng hereby irrevocably covenants and undertakes to XFM to
execute and deliver and procure the due execution and delivery of all such further documents
required to be signed by Chung Cheng or other parties to the XFM Agreements as are necessary
to vest in XFM or the XFM Nominee all such rights, interests, titles and benefits 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.
 8.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF CHUNG CHENG8.1
    
    Chung Chengs Representations. Chung Cheng hereby represents and warrants and
covenants to XFM that all the statements set out under Schedule A are true and correct as of
the date hereof and as at First Closing. Chung Cheng hereby represents and warrants and
covenants to XFM that all the statements set out under Schedule B are true and correct as at
Second Closing.
 9.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF XFMXFM hereby represents, warrants and covenants to Chung Cheng that each of the following
statements is true as at the date hereof and at First 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 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 Chung Cheng.
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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 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.
 10.
    
    INDEMNITY10.1
    
    Indemnity of XFM. Chung Cheng shall 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, representation or covenant given
hereunder or the inaccuracy of any representation given hereunder or any breach by any
party other than XFM under the XFM Agreements provided that the indemnity contained in
this Clause shall be without prejudice to any other rights and remedies available to
XFM; and(b)
    
    any loss, claim, liability, expense, or other damage attributable to:
 (i)
    
    any and all taxes (or the non-payment thereof) of XFM or XFM
Nominee for all taxable periods ending on or before the First Closing Date
(Pre-Closing Tax Period);(ii)
    
    all taxes of any member of an affiliated, consolidated, combined or
unitary group of XFM or XFM Nominee (or any predecessor of any of the foregoing)
is or was a member on or prior to the First Closing Date; and(iii)
    
    any and all taxes of any person imposed on XFM or XFM Nominee as a
transferee or successor, by contract or pursuant to any law, rule, or
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regulation, which taxes relate to an event or transaction occurring before the First Closing.
 10.2
    
    Tax Matters.
 (a)
    
    Payment in full of any amount due from Chung Cheng 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 Chung Cheng with reasonably
prompt written notice of any proposed tax adjustment that may give rise to Chung Chengs
indemnification obligation hereunder and shall cooperate with Chung Cheng and permit
Chung Cheng to participate, at its own expense, in the audit or other proceeding.
Notwithstanding the preceding sentence, in the event that Chung Cheng wants to accept a
proposed settlement of a tax claim for which they have an indemnity 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
Chung Cheng.(c)
    
    In the case of any taxable period that ends on or before the First Closing Date
(a Straddle Period), the amount of any taxes based on or measured by income or
receipts of XFM or XFM Nominee 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
First Closing Date, and the amount of other taxes of XFM or XFM Nominee 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 First Closing Date and the denominator of which is the number of days in
such Straddle Period.
 10.2
    
    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.10.3
    
    Survival of Warranties and Indemnity. The representations and warranties of Chung
Cheng to this Agreement given under this Agreement shall survive First Closing and Second
Closing.10.4
    
    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.
 20




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(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 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.
 10.5
    
    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.
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(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 First
Closing:
 (a)
    
    by XFM if, between the date hereof and the First Closing Date:
 (i)
    
    there is a Material Adverse Change caused by Chung Cheng
breach of any provision of this Agreement;(ii)
    
    any representations and warranties made by Chung Cheng as
contained in this Agreement shall not have been materially true and correct
when made;(iii)
    
    Chung Cheng 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)
    
    any of Chung Cheng, its nominees or affiliates makes a general
assignment for the benefit of creditors, or any proceeding shall be instituted
by or against Chung Cheng 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, Chung Cheng shall return all payments it
has then received from XFM under this Agreement to XFM within three (3) days
following the termination together with interest calculated at an interest rate of
ten (10)% Per Cent per annum;(b)
    
    by Chung Cheng if, between the date hereof and the First 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
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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), Chung Cheng shall return
all payments it has then received from XFM under this Agreement to XFM within three
(3) days following the termination;(c)
    
    by XFM or Chung Cheng 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(d)
    
    by the written consent of XFM and Chung Cheng.
 In event of the termination under Clauses 11.1(c) and (d), Chung Cheng shall return all
payments it has then received from XFM under this Agreement to XFM within three (3) days
following the termination.11.2
    
    Effect of Termination. In the event of termination of this Agreement as provided in
Clause 11.1, 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, 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.
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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.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;
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(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.(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.
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The Remainder of this Page is Intentionally Left Blank.
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EXECUTION
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
 Xinhua Finance Media LimitedBy:
    /s/ Fredy BushName:
    Fredy BushTitle:
    Chief Executive OfficerAddress:
    Unit 3905-09, 1 Grand Gateway, 1 Hong Qiao
Lu,Shanghai 200030, PRCTelephone:
    86-21-6113-5900Facsimile:
    86-21-6448-4955




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Chung Cheng Co., Ltd.By:
    /s/  Shengli Zheng [with company chop of Chung Cheng Co., Ltd.]Name:Title:Address:Telephone:Facsimile:




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Schedule A
 First Closing Representations and Warranties
 1.1
    
    Organisation and Qualification. Chung Cheng is a legal entity duly organised and
validly existing under the laws of Samoa.1.2
    
    Authorisation and Authority. Chung Cheng has taken all corporate or other action
required to authorise, and has duly authorised, the execution, delivery and performance of
this Agreement and the XFM Agreements and upon due execution and delivery the same will
constitute its legal, valid and binding obligations enforceable in accordance with its terms.1.3
    
    Power and Authority. Chung Cheng has full power and authority to make the covenants
and representations referred to herein and to execute, deliver and perform this Agreement and
XFM Agreements. The parties to the XFM Agreements are the sole legal and beneficial owner of
all the rights, interests, titles and benefits arising from and in connection with the XFM
Agreements and each party has the full power and authority to grant the rights, interests,
titles and benefits to XFM or XFM Nominee pursuant to this Agreement or the XFM Agreements.1.4
    
    Compliance with Laws and Other Instruments. Chung Cheng 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.1.5
    
    Corporate Governance. Neither the execution and delivery of this Agreement or the
XFM Agreements nor the performance by it of its obligations under this Agreement or the XFM
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.1.6
    
    Investor Representation. Chung Cheng would be acquiring XFM 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 Shares in the United States. Chung Cheng
understands and acknowledges that the XFM Shares are not being registered under the U.S.
securities laws, any U.S. state securities laws or otherwise. Chung Cheng understands that the
XFM 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 Shares in the United States and shall not be
construed as a representation or restrictive covenants in connection with sales or
distributions by Chung Cheng of XFM Shares outside the United States.1.7
    
    XFM Agreements. All XFM Agreements, when executed and delivered by XFM, are valid and
enforceable in accordance with their respective terms and the execution and delivery of the
XFM Agreements and all transactions contemplated thereunder have been duly authorised by all
the parties to them other than XFM. All Consents shall have been obtained for the
consummation of the transactions and performance of the obligations contemplated under the XFM
Agreements. Chung Cheng is not aware of any facts or events which may result in any of the
XFM Agreements to be terminated or not being renewed prior to or upon expiry by the relevant
parties.1.8
    
    The Closing Deliverable Agreements. On or before First Closing, each of the Closing
Deliverable Agreements will have been duly executed by the parties thereto and, as at First
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 First
Closing.1.9
    
    Full Disclosure. (i) Chung Cheng is not aware of any facts which could materially
adversely affect it or the various parties to the XFM Agreements which are likely in the
future to materially adversely affect it or its businesses with the various parties to the XFM
Agreements and which have not been disclosed by or on behalf of Chung Cheng 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.1.10
    
    Reliance. The representations and warranties are made by Chung Cheng with the
knowledge and expectation that XFM are placing reliance thereon.1.11
    
    Absence of Questionable Payments. None of Chung Cheng nor any of its 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 Chung Cheng nor
its Affiliates, directors, officers, agents, employees or other persons acting on their
behalf, has accepted or received any unlawful contributions, payments, gifts, or expenditures.1.12
    
    FCPA Compliance.
 (a)
    
    Chung Cheng is familiar with and will comply, and has introduced all necessary
controls, procedures and audits and maintained all necessary documentation and records
on a regular and up-to-date basis to so comply




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##### 



with the provisions of FCPA and all other laws applicable to the transactions contemplated hereunder.(b)
    
    Any payments made to Chung Cheng hereunder does not constitute, and Chung Cheng
will not make, offer, authorize, approve or otherwise facilitate and has not made,
offered, authorized, approved or otherwise facilitated, directly or indirectly, any
payments or money, gifts or anything of value to any Foreign Official (as defined in
subparagraph (i) below) to obtain, retain or further business activities, whether or not
in connection with its obligations hereunder, Chung Chengs activities or in obtaining
any other business on behalf of Chung Cheng from any governmental agency, department or
instrumentality.(c)
    
    In respect of any business for which Chung Cheng provides or may have provided,
Chung Cheng has not, directly or indirectly, paid, offered, or agreed to pay any
political contributions.(d)
    
    Chung Cheng has no undisclosed subagents or third parties who are or will be
assisting in the performance of its obligations hereunder.(e)
    
    Chung Cheng has no knowledge of or any reason whatsoever to believe that there
may be, any improper payments under the FCPA or any circumstances in which such payments
may be made.(f)
    
    All payments to be made by XFM pursuant to his Agreement are in compliance with
FCPA.(g)
    
    Chung Cheng has no officer, director, owner, shareholder, employee or agent that
is a Foreign Official, and will not employ any such Foreign Official during the term of
this Agreement; and(h)
    
    Chung Cheng will notify XFM immediately of any extortion, solicitation, demand or
other request for a bribe, gift or anything else of value by or on behalf of a Foreign
Official in connection with the performance of its obligations hereunder.(i)
    
    For the purposes of this Clause, a Foreign Official shall mean (i) any
official, employee, agent or other representative of a government agency, department or
instrumentality; (ii) any official of a political party; or (iii) any candidate for
political office.(j)
    
    If Chung Cheng breaches any of the covenants set forth in this Clause then,
without prejudice to any other remedies available to XFM hereunder:
 (i)
    
    XFM shall have the right to terminate this Agreement for cause
pursuant to Clause 11;




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##### 



(ii)
    
    XFM shall have a right of action against Chung Cheng for the
recovery of any monetary payment or other thing of value given or transferred by
Chung Cheng directly or indirectly in violation of the foregoing covenants;(iii)
    
    all obligations of XFM to pay Chung Cheng under this Agreement
shall cease; and(iv)
    
    Chung Cheng shall indemnify XFM and its officers, directors,
employees and agents for any penalties, losses, damages, expenses or fines
incurred by XFM as a result of its breach.




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##### 



Schedule B
Second Closing Representations and Warranties
 1.1
    
    Organisation and Qualification. Chung Cheng is a legal entity duly organised and
validly existing under the laws of Samoa.1.2
    
    Authorisation and Authority. Chung Cheng has taken all corporate or other action
required to authorise, and has duly authorised, the execution, delivery and performance of
this Agreement and the XFM Agreements and upon due execution and delivery the same will
constitute its legal, valid and binding obligations enforceable in accordance with its terms.1.3
    
    Power and Authority. Chung Cheng has full power and authority to make the covenants
and representations referred to herein and to execute, deliver and perform this Agreement and
XFM Agreements. The parties to the XFM Agreements are the sole legal and beneficial owners of
all the rights, interests, titles and benefits arising from and in connection with the XFM
Agreements and each party has the full power and authority to grant the rights, interests,
titles and benefits to XFM or XFM Nominee pursuant to this Agreement or the XFM Agreements.1.4
    
    Compliance with Laws and Other Instruments. Chung Cheng 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.1.5
    
    Corporate Governance. Neither the execution and delivery of this Agreement or the
XFM Agreements nor the performance by it of its obligations under this Agreement or the XFM
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.1.6
    
    Investor Representation. Chung Cheng would be acquiring XFM 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 Shares in the United States. Chung Cheng
understands and acknowledges that the XFM Shares are not being registered under the U.S.
securities laws, any U.S. state securities laws or otherwise. Chung Cheng understands that the
XFM Shares cannot be sold in the United States unless they are subsequently registered under
the U.S. securities laws




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##### 



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 Shares in the United States and shall not be
construed as a representation or restrictive covenants in connection with sales or
distributions by Chung Cheng of XFM Shares outside the United States.1.7
    
    XFM Agreements. Immediately prior to Second Closing, all XFM Agreements are valid
and in full force and effect and enforceable in accordance with their terms and Chung Cheng
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. All Consents shall have been obtained for the consummation
of the transactions and performance of the obligations contemplated under the XFM Agreements.
Chung Cheng is not aware of any facts or events which may result in any of the XFM Agreements to be terminated or not being renewed
prior to or upon expiry by the relevant parties.1.8
    
    The Closing Deliverable Agreements. On or before Second Closing, each of the Closing
Deliverable Agreements will have been duly executed by the parties thereto and, as at Second
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 Second
Closing.1.9
    
    Full Disclosure. (i) Chung Cheng is not aware of any facts which could materially
adversely affect it or the various parties to the XFM Agreements which are likely in the
future to materially adversely affect it or its businesses with the various parties to the XFM
Agreements and which have not been disclosed by or on behalf of Chung Cheng 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.1.10
    
    Reliance. The representations and warranties are made by Chung Cheng with the
knowledge and expectation that XFM are placing reliance thereon.1.11
    
    Absence of Questionable Payments. None of Chung Cheng nor any of its 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 Chung Cheng nor
its Affiliates, directors, officers, agents, employees or other persons acting on their
behalf, has accepted or received any unlawful contributions, payments, gifts, or expenditures.1.12
    
    FCPA Compliance.
 (a)
    
    Chung Cheng is familiar with and will comply, and has introduced all necessary
controls, procedures and audits and maintained all necessary




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##### 



documentation and records on a regular and up-to-date basis to so comply with the provisions of FCPA and all other
laws applicable to the transactions contemplated hereunder.(b)
    
    Any payments made to Chung Cheng hereunder does not constitute, and Chung Cheng
will not make, offer, authorize, approve or otherwise facilitate and has not made,
offered, authorized, approved or otherwise facilitated, directly or indirectly, any
payments or money, gifts or anything of value to any Foreign Official (as defined in
subparagraph (i) below) to obtain, retain or further business activities, whether or not
in connection with its obligations hereunder, Chung Chengs activities or in obtaining
any other business on behalf of Chung Cheng from any governmental agency, department or
instrumentality.(c)
    
    In respect of any business for which Chung Cheng provides or may have provided,
Chung Cheng has not, directly or indirectly, paid, offered, or agreed to pay any
political contributions.(d)
    
    Chung Cheng has no undisclosed subagents or third parties who are or will be
assisting in the performance of its obligations hereunder.(e)
    
    Chung Cheng has no knowledge of or any reason whatsoever to believe that there
may be, any improper payments under the FCPA or any circumstances in which such payments
may be made.(f)
    
    All payments to be made by XFM pursuant to his Agreement are in compliance with
FCPA.(g)
    
    Chung Cheng has no officer, director, owner, shareholder, employee or agent that
is a Foreign Official, and will not employ any such Foreign Official during the term of
this Agreement; and(h)
    
    Chung Cheng will notify XFM immediately of any extortion, solicitation, demand or
other request for a bribe, gift or anything else of value by or on behalf of a Foreign
Official in connection with the performance of its obligations hereunder.(i)
    
    For the purposes of this Clause, a Foreign Official shall mean (i) any
official, employee, agent or other representative of a government agency, department or
instrumentality; (ii) any official of a political party; or (iii) any candidate for
political office.(j)
    
    If Chung Cheng breaches any of the covenants set forth in this Clause then,
without prejudice to any other remedies available to XFM hereunder:
 (i)
    
    XFM shall have the right to terminate this Agreement for cause
pursuant to Clause 11;




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##### 



(ii)
    
    XFM shall have a right of action against Chung Cheng for the
recovery of any monetary payment or other thing of value given or transferred by
Chung Cheng directly or indirectly in violation of the foregoing covenants;(iii)
    
    all obligations of XFM to pay Chung Cheng under this Agreement
shall cease; and(iv)
    
    Chung Cheng shall indemnify XFM and its officers, directors,
employees and agents for any penalties, losses, damages, expenses or fines
incurred by XFM as a result of its breach.




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##### 



Schedule C
 XFM CYN Agreement
 Cooperation Agreement
 Agreement ,
 (1)
    
    China Youth Network Technology (Beijing) Co., Ltd.,a limited liability company, whose
address is at 16 and 17F, Changbao Tower, No.1 Anhuabeili, Guangqumen Inner Street, Chongwen
District, Beijing, China (hereinafter referred to as China Youth Technology).(2)
    
    China Youth Network Advertising (Beijing) Co., Ltd.,a limited liability company, whose
address is at Room 705, 7F, No.38, Chaowai Street, Chaoyang District, Beijing, China
(hereinafter referred to as China Youth Advertising); and(3)
    
    Beijing Xintai Huade Advertising Co., Ltd., a limited liability company, whose address is
at Room 2102, 21F, Central International Trade Center, No.6A, Jianguomen Outer Street,
Chaoyang District, Beijing, China (hereinafter referred to as XINTAI HUADE).
 arty Parties
 WHEREAS,
 (A)
    
    China Youth Technology is a business entity controlled by the Chinese Communist Youth League.
Entrusted by the Chinese Communist Youth League, China Youth Technology takes charge of,
operates and holds the business investment related to the computer network under the Chinese
Communist Youth League. In addition, the CYL Movie Center (the Center) is an affiliate of
China Youth Technology and also controlled by the Chinese Communist Youth League. The Center
has been approved by the State Administration of Radio Film and Television (the SARFT) and
has obtained the Network Audio-Visual License (as defined below) issued by the SARFT to
publish the audio-visual contents over the information network;(B)
    
    China Youth Advertising (41% of its equity is owned and held by China Youth Technology) have
obtained some advertising rights granted by China Youth Technology to advertise through the
network of China Youth Technology;(C)
    
    China Youth Advertising, China Youth Technology, XINTAI HUADE and Chung Cheng Co., Ltd. have
entered into confirmation agreement dated ,2008;
 1




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##### 



(D)
    
    China Youth Technology and XINTAI HUADE intend to cooperate with respect to the said network
and other business opportunities in relevant fields and China Youth Advertising also fully
supports such cooperation.
 NOW, THEREFORE,
 1.
    
    Definitions and interpretations
 1.1
    
    Definitions
  Affiliate
 Control Controlled
 Effective Date
 Intellectual
property
 China Youth Networks
 (i)
    
    Websites and web pages whose URL are www.cycnet.com,
www.cycnet.com.cn, www.youth.cn and the
contents operated by China Youth Technology on these websites and web pages;(ii)
    
    Websites, web pages and contents operated by China Youth Technology named China Youth
networks (or renamed)
 China Youth network advertisements
 China Youth network activities
 2




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##### 



Rights to operate advertisements and activities
 Entities
 1.2
    
    Interpretations
     2.
    
    Cooperation and Granting of Rights
 2.1
    
    Rights to operate China Youth network advertisements and activities2.1.1
    
    China Youth Technology and XINTAI HUADE hereby agree to mutually cooperate, jointly develop,
establish and operate the China Youth networks subordinated to China Youth Technology pursuant
to this Agreement. The Center possesses the License for Transmitting Audio-Visual Programs
over Information Networks (No.0105108 now) (Network Audio-Visual License) issued by the
SARFT, and China Youth Technology possesses the Business License for Telecommunications and
Information Services (ICP 050705) (ICP Certificate) and the License for Internet News
Information Services (No. 1012006007) issued by the Beijing Communication Authority, which are
needed to establish, develop and operate the China Youth networks. The Center has exclusively
authorized China Youth Technology to establish, develop and operate the China Youth networks.2.1.2
    
    China Youth Technology agrees, as of the execution date of this Agreement, to grant XINTAI
HUADE the rights to operate China Youth network advertisements and activities, i.e. during its
term, XINTAI HUADE is entitled to exclusively operate China Youth network advertisements, and
to non-exclusively operate China Youth network activities (but XINTAI HUADE needs to get the
consent from China Youth Technology if it intends to organize China Youth network activities
in the name of the China Youth networks).2.1.3
    
    Within the valid term of this Agreement, China Youth Technology shall not operate
advertisements on its own, by or authorizing a third party, and guarantee that no any third
party may operate advertisements. Unless otherwise stipulated in this Agreement, XINTAI HUADE
is entitled to obtain all incomes from operating advertisements and activities. In this term,
China Youth Technology ensure that it will not or any other party has no right to charge the
advertising income in any form (except for the income from the advertisements finished prior
to the signing date), if any, such income shall also belong to
 3




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##### 



XINTAI HUADE or its designated party, and China Youth Technology shall request the third
party to make direct payment or to provide the economic benefits to XINTAI HUADE or its
designated party.2.1.4
    
    If XINTAI HUADE or its designated party is engaged in the business pursuant to this
Agreement, China Youth Technology shall guarantee their business interests, and in the
principle of co-benefits, try its best to provide sufficient guarantees and assistances in
terms of advertising space, layout, release and activities, including but not limited to
guarantee that:
 (a)
    
    XINTAI HUADE or its designated party is entitled to deliver advices with
respect to the form design, column setting and layout of advertisements;(b)
    
    The advertising space is adequate enough, and advertisements shall be released
on the layout according to the advertising form, effect and time provided by XINTAI
HUADE or its designated party.(c)
    
    The relevant advertising statistical reports are delivered to XINTAI HUADE or
its designated party on a quarterly basis, including the browse volume, click volume
and click-through rate, etc.
 2.1.5
    
    XINTAI HUADE shall not transfer all the rights and obligations hereunder to any third party
as a whole, but is entitled to sub-contract or distribute relevant operation rights under this
Agreement, shall be responsible for damages to China Youth networks by sub-distributors and
sub-contractors from relevant operation under this Agreement, and compensate for all economic
losses arising therefrom.2.2
    
    Operation of China Youth networks2.2.1
    
    Unless otherwise stipulated in this Agreement, China Youth Technology shall keep China Youth
networks in a good work order, and improve their quality and enhance their popularity,
including but not limited to:
 (a)
    
    Guarantee the lawful and smooth operation of China Youth networks;(b)
    
    Popularize China Youth networks on all present media platforms, and provide
slogan links and/or menus on Home pages of internet websites owned or controlled by
China Youth Technology or its affiliates;(d)
    
    Keep China Youth network accessible 24 hours, every day, every week, and whole
year (excluding the system maintenance period)(e)
    
    Be responsible for and guarantee that all information (including but not
limited to contents) proposed to be published on China Youth networks comply with all
applicable laws; and(g)
    
    Provide or create contents for China Youth networks from time to time.
 2.3
    
    Confirmation of China Youth Advertising
 4




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China Youth Advertising hereby expressively agrees the cooperation under this Agreement and
authorization to XINTAI HUADE or its designated party, and waives the advertising rights
related to the China Youth networks of it, or probably obtained from China Youth Technology
or any other party, especially for those conflicting or competing with rights of XINTAI
HUADE or its designated party under this Agreement, or with such possibilities, and those
possibly affecting the said rights.
 3.
    
    Other aspects of cooperation
 3.1
    
    Required permits and approvalsChina Youth Technology guarantees that, it will urge and guarantees the Center to keep the
legality and validity of the Network Audio-Visual License, and uninterruptedly, exclusively
authorize China Youth Technology to operate the China Youth networks and transmit
audio-visual programs over the networks within the term any extension thereof, and have an
exclusive cooperation thereupon.China Youth Technology ensures the legality and validity of the ICP Certificate and other
licenses, approvals and consents necessary to establish, operate, maintain and expand the
China Youth networks within the term any extension thereof.China Youth Technology guarantees that it will urge and guarantees the Center to
successfully obtain the licenses necessary to operate the China Youth networks from time to
time, including but not limited to rights to transmit audio-visual programs over the mobile
edition of the China Youth networks if China Youth Technology and XINTAI HUADE agree to
expand the scope of the Network Audio-Visual License; further expansion of scope of the ICP
Certificate for China Youth Technology to provide information services over the mobile
edition of the China Youth networks.China Youth Technology guarantees that, within 7 days after the effective date, it will (a)
obtain a written confirmation letter from the Center indicating its consent and support to
the proposed cooperation, and provide a duplicate of the letter to XINTAI HUADE; and (b)
obtain a written confirmation letter from the WorldCom Technology (Beijing) Co., Ltd.
(another shareholder of China Youth Advertising) indicating its consent to authorize
relevant rights to operate advertisements and activities under this Agreement to XINTAI
HUADE and its designed party and the waiver of such rights by China Youth Advertising, and
provide a duplicate of the letter to XINTAI HUADE.China Youth Technology further guarantees that, it will be responsible for the application
of proposed businesses or other business proposed to be developed and operated by China
Youth Technology in this Agreement, and try its best to obtain all other needed approvals,
licenses, permissions and registrations from the government organs or authorities of the
Peoples Republic of China.
 4.
    
    Consideration
 5




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##### 



4.1
    
    The Parties agree and acknowledge that XINTAI HUADE shall make the following payment to China
Youth Advertising or its designated party, and such payment constitutes a consideration of all
rights and interests under this Agreement obtained by XINTAI HUADE:
 (a)
    
    Within three years calculating from the signing date of this Agreement to the
third anniversary date (the first service period is calculated from the signing date of
this Agreement to the first anniversary date, and other two years are calculated by
analogy), (i) at the first or seventh month of each service period, XINTAI HUADE shall
directly or indirectly pay RMB250,000 or foreign exchange of equal value to China Youth
Technology (i.e. RMB500,000 or foreign exchange of equal value for each service period
in total); and (ii) within 30 working days ended after a service period, XINTAI HUADE
directly or indirectly pay 15% of its net income from the China Youth network
advertisements to China Youth Technology. To avoid doubts, the net income in this
article refers to the amounts of total income deducting the business tax.(b)
    
    During the periods calculating from the fourth to the twentieth service period,
(i) at the first, fourth, seventh and tenth month of each service period, XINTAI HUADE
shall directly or indirectly pay RMB250, 000 or foreign exchange of equal value to
China Youth Technology (i.e. RMB1 million or foreign exchange of equal value for
each service period in total); and within 30 working days ended after a service
period, XINTAI HUADE directly or indirectly pay the amounts after (x)
minus (y) or foreign exchange of equal value: (x): 20% of its net income from the China Youth
network advertisements to China Youth Technology; (y): RMB 1 million ((ii) apply in
case of (x)>(y)).If XINTAI HUADE fails to make payment within the said period due to its defaulting
act, XINTAI HUADE shall pay the overdue fine at an interest rate of 0.1% each day
for the delayed payment.
 4.2
    
    In order to determine this Agreement amounts of said income between XINTAI HUADE and the
China Technology, XINTAI HUADE shall disclose to China Youth Technology all agreements related
to operate China Youth networks advertisements and activities, and China Youth Technology is
entitled to review the agreements and finish this review within 15 working days after each
service period, and XINTAI HUADE shall provide assistance.
 5.
    
    Term and termination
 5.1
    
    Term
 erm
  6




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##### 



5.2
    
    Termination5.2.1
    
    Both China Youth Technology (one Party) and XINTAI HUADE (the other party) may terminate
this Agreement under the following circumstances:
 (a)
    
    If the other party materially defaults on this Agreement, and such defaulting
act is beyond remedy;(b)
    
    If the other party materially defaults on this Agreement, the party fails to
make remedy within 30 days after receiving the written notices from the non-defaulting
party although such defaulting act may be remedied,(c)
    
    If the other party is closed down or becomes bankrupt.
 6.
    
    Further warranties
  7.
    
    Representations and warranties
 7.1
    
    Representation and warranties by each partyEach Party represents and warrants to the other parties that:
 (a)
    
    It is established and validly existing pursuant to the governing laws where it
is registered or established, and has a completely legal status and full power to sign
and implement this Agreement and any other agreement related to the proposed
cooperation in this Agreement, and of which it is one party.(b)
    
    Such acts as execution, delivery and performance of this Agreement and any
other agreement related to the proposed cooperation in this Agreement, and of which it
is one party have been properly authorized if necessary as required. It has properly
signed and delivered this Agreement and each other agreement related to the proposed
cooperation in this Agreement on their signing and delivery day. Such agreements have
constituted, or will, effective and bounded obligations, and their provisions may be
implemented.(c)
    
    Such acts as execution, delivery and performance of this Agreement and any
other agreement related to the proposed cooperation in this Agreement, and of which it
is one party shall not:
 (i)
    
    Need to obtain or cope with any authorization, consents,
archiving, registration or notification from or at any government organ of the
Peoples Republic of China; or
 7




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##### 



(ii)
    
    Breach any agreement, obligation or order, of which it is one
party or to be governed
 7.2
    
    Further representation and warranties by China Youth Technology and China Youth
AdvertisingChina Youth Technology and China Youth Advertising hereby make further representation and
warranties within the term and any extension thereof:
 (a)
    
    They are, and always, entitled to authorize all rights under this Agreement to
XINTAI HUADE. Such rights have no secured interest, claims and rights of any third
party; and(b)
    
    With respect to the authorization to XINTAI HUADE under this Agreement,
relevant rights have been authorized, permitted and licensed from all third Parties as
required.
 8.
    
    Defaulting liability and indemnification
 8.1
    
    If China Youth Technology or XINTAI HUADE terminates this Agreement ahead of time according
to Article 5.2.1 of this Agreement, the defaulting party needs to compensate for losses of the
non-defaulting party.8.2
    
    A party (individually as Indemnifying Party) shall be responsible for indemnifying other
Parties, affiliates of other Parties, and their directors, staffs and employees (collectively
as Indemnified Parties, individually as Indemnified Party) and prevent them from damages
and losses of total costs, expenses, debts, claims and legal procedures arising from, or
specific to (suffered by) any Indemnified Party and related to the following matters (unless
such damages and losses are caused by a gross negligence or intentional act of the Indemnified
Party):
 (a)
    
    Exercise of rights granted to China Youth Technology or XINTAI HUADE in this
Agreement; and(b)
    
    The defaulting acts of the Indemnifying Party on any provisions of this Agreement, or the
Indemnifying Partys (or any staff, employee, agent or any other person related to all
authorized rights under this Agreement due to any reason) act, omission, fault or
negligence of any kind.
 9.
    
    Confidentiality
 9.1
    
    The Parties agree that, with respect to all information, materials and documents marked as
confidential by other Parties and obtained due to execution and implementation of this
Agreement, or related to this Agreement, the receiving party shall keep them confidential, and
shall not disclose them to any third party without consents of the other relevant Parties.9.2
    
    The Parties agree that, any party shall not use any information, material or documents
obtained by other Parties pursuant to this Agreement, for any other unnecessary purpose,
 8




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or beyond this Agreement, or unfavorable for the proposed cooperation of this Agreement, and
also shall not directly or indirectly provide them to any other third party for use.9.3
    
    The provisions of Articles 9.1 and 9.2 above shall not apply to the following disclosure: (a)
disclosure to their consultants, agents, shareholders, directors or
managers; (b) disclosure to
financial institutes and banks in order to obtain the consents or financing of the transaction
under this Agreement; (c) compulsory disclosure by the judicial or
administrative procedure, or to other requirements in accordance with laws (in this
circumstance, the disclosing party shall immediately notify other Parties in writing); and (d)
disclosure to a party (or its affiliates), governments, regulatory organs, stock exchanges or
institutions governing the transaction under this Agreement.
 10.
    
    Governing law and dispute resolution
 10.1
    
    Governing LawThe formation, validity, interpretation and performance of and resolution of disputes in
connection within this Agreement shall be governed by and interpreted in accordance with
Chinese laws.10.2
    
    Dispute resolutionAny issue and dispute arising from or related to this Agreement, including but not limited
to any issue related to the existence and effectiveness (including the effectiveness and
scope of this arbitration clause) or termination of this Agreement (collectively disputes,
individually dispute), may be submitted to the China International Economic and Trade
Arbitration Commission (CIETAC) for arbitration as required by any party, if a party
informs the other Parties in writing of the failure to resolve disputes through friendly
negotiation within 60 days after occurrence of all disputes. The Parties hereby agree that,
any and all disputes shall be finally submitted to the CIETAC in Beijing, China for
arbitration and apply the arbitration rules in effect. If any provision of this Agreement
fails to be implemented due to any reason, it shall be implemented to the most extent to
realize its intention, while other provisions of this Agreement shall remain fully valid and
effective. The arbitration commission shall be composed of three arbitrators, who are
appointed in accordance with the arbitration rules of the CIETAC. The arbitration place is
in Beijing, China, in Chinese (including the arbitral award and its supporting language).
The arbitral award is final and bound by relevant Parties. The Parties shall continuously
implement this Agreement in addition to the arbitration during its process.
 11.
    
    Miscellaneous
 11.1
    
    Entire agreementThis Agreement constitutes the entire understanding among the Parties
with respect to the subject matter hereof and replaces and substitutes
all previous warranties, understandings, contracts or other undertakings,
whether oral or written, and agreements among China
 9




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Youth Technology, China Youth Advertising, Chung Cheng Co., Ltd. and/or XINTAI
HUADE.11.2
    
    AmendmentsNo amendment to this Agreement may be made except by a
written instrument executed by the duly authorized
representatives of the Parties.11.3
    
    SeverabilityShould any provision of this Agreement be held illegal or
unenforceable under the laws of any jurisdiction, such
provision shall be invalid to the extent of such
illegality or unenforceability within this jurisdiction,
and to the maximum extent permitted by law, shall not
affect its legality and enforceability within any other
jurisdiction.11.4
    
    No waiverExcept as waived in writing, if other Parties default on
this Agreement, no performance of this Agreement by a
party shall be deemed as a waiver of relevant rights of
this Agreement. Failure of or delay in performance of
relevant rights under this Agreement by a party shall not
be deemed as a waiver of such rights.11.5
    
    NoticesAll notices, requests, requirements and other communications required or permitted by this
Agreement shall be made in Chinese in writing, and be served to the confirmed address by the
certificated Express or registered letter (postage pre-paid, receipt required).11.6
    
    Succession and transferThis Agreement shall bind and inure to the benefit of the respective
successors and permitted assigns of the Parties. Unless otherwise
expressly permitted herein, none of the Parties may assign or transfer
any of its rights or interests hereunder without the prior written
consent of the other Parties, and any attempted transfer without such
written consent shall be deemed invalid.11.7
    
    LanguageThis Agreement is written in Chinese. All schedules and annexes hereto
(if any) are made an integral part of this Agreement, and have the same
effect as this Agreement.11.8
    
    CounterpartsThis Agreement is executed in triplicate for each language, one copy for
each Party hereto.
  10




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IN WITNESS WHEREOF
 China Youth Network Technology (Beijing) Co., Ltd.
    China Youth Network Advertising (Beijing) Co., Ltd.
    Beijing
Xintai Huade Advertising Co., Ltd.
    11




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Schedule D
 XFM Tongji Agreement
 Cooperation Agreement
  (1)
    
    Beijing Tongji Xinke Technology Development Co., Ltd.,a limited company located at 1706, A1,
Changyuan Tiandi, No.18, Suzhou Street, Haidian District, Beijing;(Hereinafter called as
Tongji); and(2)
    
    Beijing
Xintai Huade Advertising Co., Ltd.,a limited company located at 2102, Fl 21, Building
1st, No. Jia-6, Jianguomenwai Street, Chaoyang District, Beijing(Hereinafter
called as XTHD).
 one party the
Parties.
 WHEREAS,
 (A)
    
    Tongji is a limited company established and registered in accordance with the PRC laws with
business license approved and issued by bureau of commerce and industry and expertise and
experience in design, manufacture, agency and release of advertisings;(B)
    
    Tongji has been authorized the exclusive operation right of advertising on the campus service
platform of graduate employment information (hereinafter called as Electronic Display
Platform) by Beijing College Employment Counseling Center and Hubei College Employment
Counseling and Service Center;(C)
    
    Tongji, XTHD and Chung Cheng Co., Ltd had executed the
confirmation agreement in August
2008;(D)
    
    Tongji and XTHD have intent to establish mutual cooperation and provide related cooperation
hereon subject to the above platform and other business opportunities in relevant field.
 NOW, THEREFORE,
 1.
    
    Definitions and interpretations
 1




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1.1
    
    DefinitionsUnless otherwise defined or interpreted herein, the following terms in this Agreement shall
have the following meanings:
 Affiliate
 Control controlled
 Effective date
 Intellectual Property
 Electronic Display Platform
 Advertising
 Exclusive Advertising Operation Right
 Entities
 1.2
    
    Interpretations
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2.
    
    Cooperation and Granting of Rights2.1
    
    Exclusive Operation Right of Advertising on Electronic Display Platform2.1.1
    
    Tongji and XTHD hereby agree to establish mutual cooperation to jointly develop, construct
and operate Tongji management platform. Tongji has respectively executed the cooperation
agreements (College Cooperation Agreement) on investment, manufacture, installation,
operation and maintenance of Electronic Display Platform with Beijing College Employment
Counseling Center and Hubei College Employment Counseling and Service Center. Beijing College
Employment Counseling Center and Hubei College Employment Counseling and Service Center have
granted Tongji exclusive ownership and operation rights of the Electronic Display Platform,
rights to use this platform to release advertisings and relevant technical support and
services.2.1.2
    
    Tongji agrees that from the execution date of this Agreement Tongji grants to XTHD the
Exclusive Advertising Operation Rights of Electronic Display Platform under relevant college
cooperation agreements, i.e. in the term of this Agreement, the releases of Electronic Display
Platform advertises are solely operated by XTHD or its designated party, and Tongji
guarantees that the relevant colleges, Beijing College Employment Counseling Center and Hubei
College Employment Counseling and Service Center will not release advertising platform same or
similar to this Agreement on their discretion or through others.2.1.3
    
    During the effective period in this Agreement, subject to this Electronic Display Platform,
Tongji may not release advertising business on its discretion or by any third party or grant
advertising operation rights to any third party, and guarantee to operate the platform without
the assistance of any third party. Except for definite regulations herein, XTHD is entitled to
obtain all revenue from the advertising operation rights. During effective period herein,
Tongji ensures itself or any other party not to charge any form of revenue for platform
advertising from any parties (except for the revenue from any platform advertising before
execution date of this Agreement), if any, the revenue shall attribute to XTHD or its
designated party. Tongji shall designate the third party to pay or the third party to pay the
expense or directly provide the economic benefits.2.1.4
    
    For the purpose that XTHD or its designated party engage in business pursuant to this
 3




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Agreement, Tongji shall ensure the business benefits of XTHD and its designated party, and
make best efforts to provide sufficient guaranty and cooperation for advertising space, page
arrangement and release upon mutual benefits, including but not limited to:
 (a)
    
    To guarantee the suggestion right of form design, figuration of adv column, adv
page arrangement, etc of platform advertising of XTHD or its designated party.(b)
    
    To ensure sufficient advertising space and release on the pages of XTHD or its
designated party pursuant to the advertising form, effect and time provided by XTHD or
its designated party under the policy.(c)
    
    To make XTHD obtain the written consent of Beijing College Employment
Counseling Center and Hubei College Employment Counseling and Service Center on related
rights herein.
 2.1.5
    
    The Parties confirm that subject to Beijing and Hubei Province the cooperation scope of the
Parties herein limits to the college cooperation agreement regulated in Article 2.2.1 and
agreements with universities in Beijing and Hubei Province.2.2
    
    Platform Operation2.2.1
    
    Except for other liabilities regulated herein, Tongji shall ensure Electronic Display
Platform in good operation situation and improvement of the quality of Electronic Display
Platform from time to time with related expenses undertaken by CHUNG.2.2.2
    
    Tongji guarantees that any advertisings provided by CHUNG hereupon shall be released on
schedule and without barrier.2.3
    
    Confirmation by Tongji of Right GrantingTongji hereby agrees to the cooperation hereunder and all authorities of XTHD and/or its
designated party, and waives rights on platform advertising that Tongji owns or possibly
obtains from any other places, especially those rights conflicting or competing to all
the rights granted to XTHD and/or its designated party and those rights which might
impact on the execution of all the rights granted XTHD and/or its designated party under
the agreement.Within 10 working days upon execution of this Agreement, Tongji shall make XTHD obtain the
written consent of Beijing College Employment Counseling Center and Hubei College Employment
Counseling and Service Center on related rights herein.
 3.
    
    Consideration3.1
    
    Subject to the rights and benefits obtained by XTHD herein, XTHD shall pay the following
amounts to Tongji:
 (a)
    
    after the agreement comes into force, if Tongji executes new college
cooperation agreements on any advertising of Electronic Display Platform or other
platforms with other college graduate employment counseling centers besides Beijing and
Hubei Province, Tongji shall give prior written notice to XTHD who
shall act as
 4




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##### 



one party to execute new college cooperation agreements and agreements for specific
items, and XTHD is entitled to give written or oral notice to Tongji to accept or
refuse to execute new college cooperation agreement and new college cooperation
agreements and agreements for specific items (if Tongji has made best efforts but
relevant college graduate employment counseling centers and universities are still
willing to enter into the abovementioned relevant agreements with Tongji (not
XTHD), Tongji shall definitely express specific articles of this Agreement to XTHD.
If XTHD agrees in written the specific articles, Tongji shall execute with the
abovementioned agencies and transfer all the rights and benefits from the agreement
to XTHD after execution and guarantee the legality of the transference; if XTHD
disagrees the specific articles herein, Tongji may not in its name or make any
third party to execute relevant agreement with related college graduate employment
counseling center and related universities. Under the condition of not lower than
the conditions of Beijing or Hubei Province (i.e. at least 30 universities, 125
Electronic Display Platforms and not less than 10 years of exclusive operation
period of Electronic Display Platform advertising) and XTHD has confirmed in
written relevant contract terms, XTHD shall pay Tongji not less than RMB 5 million of
resource-procurement expenses (2 million RMB upon execution of cooperation between
Tongji and relevant college graduate employment counseling center and 3 million RMB
upon execution of cooperation between Tongji and not less than 30 universities) .(b)
    
    the expenses on investment, manufacture and installation of Electronic Display
Platform in above (a) shall be undertaken by XTHD . The manufacture and installation
expenses of Electronic Display Platform are 19000 RMB per set, which shall be paid upon
stage of installation. The expenses on investment, manufacture and installation of
Electronic Display Platform in Beijing and Hubei Province shall be
borne by Tongji.(c)
    
    Under the conditions as follows, XTHD shall pay 10% of advertising revenue from
the Electronic Display Platform advertisings herein to Tongji through independent
account before the second month of next contract year:
 (i)
    
    Tongji can promote the operation support from
relevant department and unit to XTHD;(ii)
    
    Tongji can guarantee that the application of
Electronic Display Platform license and business operation of XTHD
is free from any interference of education committee in possible provinces
and/or universities who might execute college cooperation agreements.
 3.2
    
    To determine the amount of advertising revenue in Article 3.1(d), XTHD shall disclose to
Tongji the information on the relevant operation platform advertising and activities concluded
by Tongji with entities in other provinces and municipalities directly under the Central
Government (except for Beijing and Hubei Province) , Tongji is entitled to review the
abovementioned agreement in 15 working days after each contract year with the cooperation of
XTHD.
 5




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3.3
    
    After the conclusion of this Agreement, Tongji shall invest and manufacture at least 125
electronic display screens and lamping frame seats designated by Beijing College Employment
Counseling Center and at least 125 electronic display screens and lamping frame seats for not
less than 30 universities designated by Beijing College Employment Counseling Center, which
shall be completed into operation before December 31 2008.3.4
    
    Tongji is liable to grant the operation right of advertising and activities of all electronic
display and lamping frame seats in all universities to XTHD, which has been obtained or will
be obtained by Beijing College Employment Counseling Center and Hubei College Employment
Counseling and Service Center.3.5
    
    Tongji is liable to grant the operation right of advertising and activities of all electronic
display and lamping frame seats in all universities to XTHD, which come from all the
agreements concluded by Tongji and the employment counseling centers beside Beijing and Hubei
Province.3.6
    
    Pursuant to the agreement between Tongji and Hubei College Employment Counseling and Service
Center (as Annex 1) , Tongji shall pay the following amounts (Details in Annex 1) to Hubei
College Employment Counseling and Service Center : (1) 10000 RMB upon conclusion with each
universities in Hubei Province; (2) information review expenses in each year. Tongji confirms
that it has paid no amount except for (1) RMB upon conclusion with  university; (2) information review expenses in each year. The Parties confirm that
subject to the above (1) and (2) XTHD shall undertake the residual unpaid amount except for
the amount paid by Tongji.3.7
    
    Pursuant to the agreement between Tongji and Beijing College Employment Counseling Center (as
Annex 1), Tongji shall pay the following amounts (Details in Annex 1) to Beijing College
Employment Counseling Center: (1) 12000 RMB of coordination management expense upon conclusion
with each universities in Beijing; (2) information review expenses in each year. Tongji
confirms that it has paid no amount except for (1) RMB upon conclusion with
 university; (2) information review expenses in each year. The Parties
confirm that subject to the above (1) and (2) XTHD shall undertake the residual unpaid amount
except for the amount paid by Tongji.3.8
    
    The Parties confirm that the Parties and their designated party shall be liable for any
breach of relevant laws and regulations in normal operation except that the liability of
breach shall be borne by the other party upon regulations herein.
 4.
    
    Representations and Warranties4.1
    
    Representations and warranties by each partyEach party represents and warrants to the other party that :
 (a)
    
    It is duly registered and validly existing under applicable laws of the place
of registration, it has the legal standing and power to sign and perform this Agreement
and any other agreement to which it is a party and that is related to the cooperation
deliberated in this Agreement.
 6




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(b)
    
    Its execution, delivery and performance of the agreement and any other
agreement to which it is a party and that is related to the cooperation deliberated in
this Agreement are duly authorized. The agreement and any other agreement to which it
is a party and that is related to the cooperation deliberated in this Agreement have
been duly executed and delivered by it on the execution and delivery dates of such
agreements and are legally binding and can be enforced pursuant to the terms therein.(c)
    
    Its execution, delivery and performance of this Agreement and any other
agreement to which it is a party and that is related to the cooperation deliberated in
this Agreement will not :
 (i)
    
    Require the obtaining of any authorization, consent, filing,
registration or notice of any Chinese government agencies, or request any
authorization, consent, filing, registration or notice to be gone through at
any Chinese government agencies; or(ii)
    
    Give rise to the breach of any agreements, obligations or
orders to which it is a party.
 4.2
    
    Representations and warranties by TongjiTongji hereby represents and warrants to XTHD that in the term any extension thereof:
 (a)
    
    Tongji is entitled to authorize to XTHD all the rights hereunder without any
security interest, claim and liability of any third party;(b)
    
    for the grant of rights hereunder to XTHD, Tongji has obtained all the required
authorities, permission and consent including but not limited to the consent of the
other party to all college cooperation agreements;(c)
    
    Tongji shall maintain the legality and validity of any other permission,
approval and consent necessary for establishment, operation and maintenance of the
platform in the term and any renewal term of this Agreement; and(d)
    
    Tongji is responsible for the application and registration of the business
herein and relevant necessary approval and recognition.(e)
    
    The annex lists current and complete agreements between Tongji and Beijing
College Employment Counseling Center and Hubei College Employment Counseling and
Service Center and all the universities. In case of any amendment, supplement,
revision, termination of this Agreement, Tongji is required to obtain prior written
consent of XTHD.
 4.3
    
    Further Warranties
 (a)
    
    The Parties hereby agree that each party will at the request of the other party
take any further action at its own expense and sign any further document to give effect
to the transactions proposed under this Agreement and all the agreements mentioned
hereunder and to the provisions of such agreements. Especially, on the
 7




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##### 



basis of observing the foregoing provisions, the Parties agree to revise this
Agreement under necessary conditions so that it meets the requirements of applicable
laws (including but not limited to applicable Chinese laws);(b)
    
    Tongji agrees to invest and manufacture at least 125 electronic display screens
and lamping frame seats designated by Beijing College Employment Counseling Center and
at least 125 electronic display screens and lamping frame seats for not less than 30
universities designated by Beijing College Employment Counseling Center after the
conclusion of this Agreement, all of which shall be completed into operation
before December 31 2008.(c)
    
    Tongji hereby agrees to grant the operation right of advertising and activities
of all electronic display and lamping frame seats in all universities to XTHD or its
designated party, which has been obtained or will be obtained by Beijing College
Employment Counseling Center and Hubei College Employment Counseling and Service
Center.(d)
    
    Tongji further agrees to grant the exclusive operation right of advertising and
activities of all electronic display and lamping frame seats in all universities to
XTHD or its designated party, which come from all the agreements concluded by Tongji
and the employment counseling centers beside Beijing and Hubei Province (as practical
as possible XTHD as one party executes relevant agreement directly with related college
employment counseling and service centers; in case of failure, please refer to Article
3.1(a)) .
 5.
    
    Term and Termination5.1
    
    Term
 Term
 5.2
    
    Termination5.2.1
    
    Under the following condition, Tongji, XTHD and/or other designated party as the relative
party may terminate this Agreement:
 (a)
    
    If the other party constitutes any material breach of this Agreement and this
breach cannot be remedied ;(b)
    
    If the other party constitutes any material breach of this Agreement and such a
breach, though remediable, but the breaching party fails to remedy the breach within
thirty (30) days after receipt of the written notice from the non-breaching party; and(c)
    
    If the other party closes down or goes bankrupt .
 8




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6.
    
    Defaulting Liabilities and Indemnification6.1
    
    If Tongji or XTHD terminates this Agreement in prior pursuant to Article 5.2.1, the
terminating party shall compensate any loss of the other party.6.2
    
    One party (each party is separately called the indemnifying party) shall be responsible for
fully indemnifying the other party and its affiliates as well as the directors, staff and
employees of the other party and its affiliates (collectively called the indemnified
parties, but separately called the indemnified party) so as to hold such indemnified
parties harmless against all the costs, expenses, losses, damages, debts, requests and legal
proceedings which may be caused by the following issues or may be claimed against any of such
indemnified parties (or which may be sustained by any of such indemnified parties) and which
may be related to any of the following issues and hold such indemnified parties harmless
against any losses (unless any of such costs, expenses, losses, damages, debts, requests and
legal proceedings claimed against or sustained by any of such indemnified parties was caused
by any material negligence or intention on the part of such an indemnified party):
 (a)
    
    The execution of all rights authorized to Tongji or XTHD herein; and(b)
    
    Any breach of compensating party to any article of this Agreement, or any
nature of action, inaction, nonfeasance or negligence of compensating party (or any of
its employee or agent or other personnel related to all the rights authorized hereunder
for any reason).
 7.
    
    Confidentiality7.1
    
    The Parties agree that all the information, material or document obtained for the execution
and performance of this Agreement or related to this Agreement and marked as confidentiality
shall be kept confidential and may not be disclosed to any third party without the consent of
the other party.7.2
    
    The Parties agree that any party may not use any information, material or document obtained
from this Agreement for any purpose not for this Agreement or unnecessary or no in favor of
the cooperation herein, and may not provide to any third party directly or indirectly.7.3
    
    None of the provisions of the above 7.1 and 7.2 applies to any of the following disclosures
made by any party: (a) to its consultants, agents, shareholders, directors or managerial
staff; and (b) to financial institutions and banks for obtaining their consent or financing
for the transactions under this Agreement; and (c) at any mandatory request during any
judicial or administrative procedure or in compliance with any other legal requirement (under
this condition, the disclosing party shall immediately give the other party a written notice);
and (d) at the request of the other party (or any of its affiliates) or
 9




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any government agency or regulatory body or stock exchange or
institution which has jurisdiction over the transactions
under this Agreement.8.
    
    Governing Law and Dispute Resolution8.1
    
    Governing LawThe conclusion, validity, interpretation, performance and dispute resolution of this
Agreement shall be governed and interpreted pursuant to the laws of China (including
conflict rules).8.2
    
    Dispute ResolutionAny dispute related to or resulting from this Agreement, including but not limited to
relevant existence, validity (including validity and scope of arbitration terms herein) or
termination (hereinafter collectively called as disputes or respectively as dispute), in
case that the dispute fails to be solved upon amicable negotiation in 60 days after one
party gives notice of the dispute to the other party, the dispute may be submitted upon
application of any party to China International Economic and Trade Arbitration Committee
(Arbitration Center) for arbitration. The Parties hereby agree that any and all dispute
shall be submitted and finally solved by Arbitration Center upon current arbitration rules
in Beijing. If any article fails to execute for any reason, the article shall be executed to
the fullest extent so as to realize the intent of the article concluded by the Parties,
however, other articles herein shall continue to maintain full validity and effect. The
place of arbitration is Beijing, China. The languages of arbitration (including language of
award and support documents) shall be Chinese and English. The arbitration award shall be
final and binding on relevant parties. During arbitration the Parties shall continue to
perform this Agreement except for arbitration items.
 9.
    
    Miscellaneous9.1
    
    Entire AgreementThis Agreement constitutes all the understanding between the Parties with
respect to the subject hereof hereof, and supersedes any and all previous warranties,
understandings, contracts or other oral or written promises to the subject of this Agreement
by Tongji, XTHD and/or Chung Cheng Co., Ltd.9.2
    
    AmendmentsNo amendment to this Agreement may be made except by a written instrument executed by the duly authorized representatives of both
parties.9.3
    
    SeverabilityShould any provision of this Agreement be held illegal or
unenforceable under the laws of any jurisdiction, such provision shall
be invalid to the extent of such illegality or
 10




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unenforceability within this jurisdiction, and to the maximum extent permitted by law, shall not affect its legality and enforceability within any other jurisdiction.9.4
    
    No waiverUnless a written waiver is given, if one party fails to exercise any right under any provision of this
Agreement when the other party breaches this Agreement, it shall not be regarded as a waiver of
exercising the right under the corresponding or any other provision of this Agreement in future. If any
party fails or delays to exercise any of its rights under this Agreement, it shall not be regarded as a waiver of such a right..9.5
    
    NoticesAny and all notice, demand, request and other communications requested or permitted by this
Agreement shall be in written and delivered to the confirmed address by certified personal
delivery or registered mail (postage prepaid with return receipt).9.6
    
    Succession and TransferThis Agreement shall be effective and binding on successor and
permitted transferee of each party. Except for express permission
herein, any party is not entitled to transfer any right or interest
hereunder without written consent of the other party and any transfer
without the written consent shall be invalid.9.7
    
    LanguageThis Agreement is made in Chinese. All the schedules and attachments
(if any) of this Agreement constitute an integral part of this
Agreement and have the same legal force as the main text of this
Agreement..9.8
    
    Counterparts
   11




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IN WITNESS WHEREOF
 Beijing Tongji Xinke Technology Development Co., Ltd.By:Name:Title:Beijing
Xintai Huade Advertising Co., LtdBy:Name:Title: 12




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13




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1.
    
    Universities:[]2.
    
    Specific Contracts
 14




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Schedule E
 XFM Tianren Agreement
 Cooperation Agreement
 THIS COOPERATION AGREEMENT (this Agreement)
 (1)
    
    Beijing Tian Ren Qing An Media Technology Co., Ltd, a limited liability company, whose
address is at A197, F/6 of Beijing Jinyuan Times Shopping Center, No.1 of Yuanda Road, Haidian
District, Beijing (hereinafter referred to as Tian Ren Qing An), and(2)
    
    Beijing
Xintai Huade Advertising Co.,Ltd., a limited liability company, whose address is at
Room 2102, F/21, Building#1, No.6A of Jianguomen Waidajie Street, Chaoyang District, Beijing
(hereinafter referred to as Xin Tai Hua De).
 arty arties.
 WHEREAS,
 (A)
    
    Tian Ren Qing An is limited liability company registered and established under the law of the
Peoples Republic of China, has obtained the business license approved and issued by the local
administration for industry and commerce, and has the professional ability and experience
required for engaging in advertisement design, making, agency and launching;(B)
    
    Tian Ren Qing An has obtained the exclusive general agent right for advertising the magazine
titled Information and Family(subtitled Loftiness, hereinafter referred to as the Magazine)
published by the Posts & Telecommunications Press (the Press);(C)
    
    Tian Ren Qing An, Xin Tai Hua De and Chung Cheng Co., Ltd have executed the Confirmation
Agreement on August , 2008;(D)
    
    Tian Ren Qing An and Xin Tai Hua De intend to cooperate in pursuing the business
opportunities provided by the above-mentioned Magazine and related fields, and to fully
support such cooperation.
 NOW, THEREFORE,
 1.
    
    Definitions and interpretations
 1




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##### 



1.1
    
    Definitions
  Affiliate
 Control controlled
 Effective date
 Intellectual
property
 Magazine Information and Family Loftiness
 Advertisements
 Activities
 Exclusive advertisement operating right
 Entities
 Contract Year
 1.2
    
    Interpretations
  2




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##### 



2.
    
    Cooperation and granting of rights2.1
    
    Exclusive right for providing advertisement services for the Magazine
 2.1.1
    
    It is hereby agreed by Tian Ren Qing An and Xin Tai Hua De to cooperate in developing and
operating the Magazine managed by Tian Ren Qing An in accordance with this Agreement. It is
confirmed by Tian Ren Qing An that the Posts & Telecommunications Press has already granted to
Tian Ren Qing An the exclusive advertisement operating right for Magazine and the right to use
Magazine to publish advertisement-like information and advertisements and to provide technical
support and relevant services for publishing information on the Magazine. Tian Ren Qing An has
already provided the certificate of authorization issued by the Posts & Telecommunications
Press or another party designated thereby (for details, please see Attachment 1).2.1.2
    
    It is agreed by Tian Ren Qing An that, according to this Agreement, the exclusive
advertisement operating right for the Magazine will, from the date of executing this
Agreement, be granted to Xin Tai Hua De or another party designated thereby, i.e. within the
term of this Agreement, only Xin Tai Hua De or the party designated thereby has the right to
publish in the Magazine or use the Magazine to independently organize or publish
advertisements.2.1.3
    
    Within the term of this Agreement, Tian Ren Qing An shall not act as an agent for the
advertisements of the Magazine or grant any third party the agency for operating the
advertisements of the Magazine, and Tian Ren Qing An warrants that no third party shall be
allowed to publish any advertisements of any form in the Magazine. Unless otherwise expressly
specified in this Agreement, Xin Tai Hua De is entitled to all the income generated from
operating such advertisements. Within the term of this Agreement, Tian Ren Qing An ensures
that neither it nor any third party is entitled to charge any party in any form for any
advertisements in the Magazine (except where such a charge was generated from any
advertisement which occurred and was completed by the date of executing this Agreement). If
there is any such charge, it shall belong to Xin Tai Hua De or another party designated
thereby and Tian Ren Qing An shall directly pay or designate such a third party to directly
pay to Xin Tai Hua De or another party designated thereby such charge or provide such economic
benefits.2.1.4
    
    In order for Xin Tai Hua De or another party designated thereby to operate in accordance
with this Agreement, Tian Ren Qing An shall guarantee the commercial interests of Xin Tai Hua
De and the party designated thereby and shall abide by the win-win principle in doing its best
effort to provide sufficient guarantee and cooperation in advertisement
 3




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space, advertisement page arrangement, advertisement launching and activities, including but
not limited to:
 (a)
    
    Guaranteeing that Xin Tai Hua De or another party designated thereby has the
right for providing suggestions for the advertisement form design, advertisement column
setup, advertisement page arrangement, etc of the Magazine;(b)
    
    Guaranteeing the arrangement of sufficient advertisement space, and where
policy permits, launching advertisements in the page/pages determined by Xin Tai Hua De
or another party designated thereby in accordance with the advertisement forms, effects
and times as provided by Xin Tai Hua De or another party designated thereby.(c)
    
    Within five working days after executing this Agreement, issuing to Xin Tai Hua
De or another party designated thereby the authorization certificate evidencing the
exclusive advertisement and activity operating right and, within the following 30
working days, indicating in the Magazine the relevant information on the exclusive
advertisement agent, including company name, address, telephone number, etc.
 2.2
    
    Magazine operation2.2.1
    
    In addition to other responsibilities as specified herein, Tian Ren Qing An shall enable the
Press to guarantee that the Magazine is always in a good operating status and shall enable the
Press to improve the quality of the Magazine from time to time, including but not limited to:
 (a)
    
    Within the first 5 working days after executing this Agreement, Tian Ren Qing
An shall have the obligation to enable the Press to issue the certificate in the form
as shown in Attachment 2 to evidence that Xin Tai Hua De has the exclusive
advertisement and activity operating right for Magazine, and shall guarantee the legal
and smooth operation of the Magazine;(c)
    
    Determining that the current Magazine uses A4 format and allocates 96 pages
for the main text, that the 105g coated paper shall be full-color printed, and that
covers shall use full-color printed 200g coated paper, UV;(d)
    
    Ensuring the print quality of the Magazine within the term of this Agreement.
If the format and/or paper will be significantly adjusted, a written notice shall be
given to Xin Tai Hua De or another party designated thereby at least one month in
advance, and negotiation shall be conducted with Xin Tai Hua De or another party
designated thereby. If such an adjustment will certainly have an impact on the
advertisement operation and/or production by Xin Tai Hua De or another party designated
thereby, the Parties shall revise the corresponding clause or clauses herein according
to the actual situation;(e)
    
    Guaranteeing that, within the term of this Agreement, the Magazine is a
direct-mail magazine targeted at high-end (diamond card and part of gold card)
customers of Beijing Mobile and smoothly completing the content preparation, printing,
launching, distribution and other relevant work of the Magazine; and
 4




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(f)
    
    Guaranteeing that the circulation of the Magazine shall not be less than 60,000
copies per issue, and providing the carbon copy of the relevant printing invoice or
printing contract for the Magazine to prove the number of printed copies of the
Magazine.
 2.2.2
    
    Provided that the Press retains the final examination right for the Magazine, that
compliance with the positioning and quality requirements of the Magazine is ensured, and that
compliance with the regulations by the General Administration of Press and Publication of the
Peoples Republic of China is ensured, Xin Tai Hua De or another party designated thereby may
negotiate with Tian Ren Qing An on join the Press in improving the positioning and content of
the Magazine and may provide part of the content.2.2.3
    
    Except the pages (covers and the inside front cover) designated by Beijing Mobile, Tian Ren
Qing An shall provide no less than 10 advertisement pages for each issue, and Xin Tai Hua De
or another party designated thereby shall have the right to choose the positions of the
corresponding advertisement pages for the advertisement positions in the Magazine and provide
advertisement pictures by the agreed time.2.2.4
    
    Xin Tai Hua De is entitled to showing its name for the advertisements in the Magazine, and
Tian Ren Qing An shall guarantee that the Press will, for each and every issue of the Magazine
within the term of this Agreement, publish Xin Tai Hua De as the exclusive general
advertisement agent for the Magazine.2.3
    
    Tian Ren Qing Ans confirmation of the right grantingTian Ren Qing An hereby agrees to the cooperation hereunder and to all the rights granted
hereunder to Xin Tai Hua De and/or another party designated thereby, and waives any rights
which the Magazine owns or may have obtained from any other party relating to the
advertisements in the Magazine, especially those rights which
conflict with or compete against or
may conflict with or compete against the right granted hereunder to Xin Tai Hua De and/or another
party designated thereby, and those which may affect the right for exercising the rights
granted hereunder to Xin Tai Hua De and/or another party designated thereby.
 3.
    
    Consideration3.1
    
    Subject to the fulfillment of the following conditions, for the second Contract Year and
each of the subsequent Contract Years, Tian Ren Qing An will receive an annual incremental
increase of 5% in advertisement agency fee on the basis of RMB3,500,000.00 Yuan. The
advertisement agency fee will be paid by Xin Tai Hua De within the 1st month after
the beginning of the subsequent Contract Year (for the first Contract Year, Xin Tai Hua De
does not have to pay any fee):The advertisement income of the Magazine for the current year is 10% or more than
that of the previous year.
 5




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3.2
    
    If Xin Tai Hua De fails to make the payment within the above-mentioned period due to any
reason on the part of Xin Tai Hua De, for each day of delay, Xin Tai Hua De shall pay a late
fee equal to 0.03% of the outstanding part of the payment.
 4.
    
    Representations and warranties4.1
    
    Representations and warranties by each partyEach party represents and warrants to the other party that:
 (a)
    
    It is duly registered and validly existing under applicable laws of the place of
registration, it has the legal standing and power to sign and perform this Agreement and
any other agreement to which it is a party and that is related to the cooperation
deliberated in this Agreement.(b)
    
    Its execution, delivery and performance of the agreement and any other
agreement to which it is a party and that is related to the cooperation deliberated in
this Agreement are duly authorized. The agreement and any other agreement to which it
is a party and that is related to the cooperation deliberated in this Agreement have
been duly executed and delivered by it on the execution and delivery dates of such
agreements and are legally binding and can be enforced according to the terms therein.(c)
    
    Its execution, delivery and performance of this Agreement and any other
agreement to which it is a party and that is related to the cooperation deliberated in
this Agreement will not:
 (i)
    
    Request the obtaining of any authorization, consent, filing,
registration or notice of any Chinese government agencies, or request any
authorization, consent, filing, registration or notice to be gone through at
any Chinese government agencies; or(ii)
    
    Give rise to the breach of any agreements, obligations or
orders to which it is a party.
 4.2
    
    Representations and warranties of Tian Ren Qing AnTian Ren Qing An further states and warrants to Xin Tai Hua De that, within the term of this
Agreement any extension thereof:
 (a)
    
    The Magazine is a legal and official national publication and it owns the
exclusive general advertisement and activity agency for the Magazine;(b)
    
    It has and always has the right to Xin Tai Hua De all the rights granted by it
to Xin Tai Hua De under this Agreement, and none of such rights is subject to any
third-party security interest, claim and burden;(c)
    
    For the rights grant to Xin Tai Hua De under this Agreement, it has acquired
all the third-party authorizations, permits and consents required for Xin Tai Hua De
 6




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to exercise their rights under this Agreement, including but not limited to the
consent from the Press;(d)
    
    The Press will maintain the legality and effectiveness of any other permits,
approvals and consents needed for establishing, operating and maintaining the Magazine
within the term of this Agreement and any extension thereof;(e)
    
    It will be responsible for handling the applications for the business proposed
under this Agreement or for other businesses proposed to be developed and operated by
Tian Ren Qing An and will do its utmost effort to acquire all the other approvals,
permits, consents and registrations required from all relevant Chinese government
agencies or administrative agencies;(f)
    
    After each Contract Year ends, Tian Ren Qing An can guarantee that all the
qualifications and conditions of the Magazine will not be lower than those of the
previous year and that it fully perform its obligations under this Agreement;(g)
    
    Tian Ren Qing An guarantees that Xin Tai Hua De can obtain full support from
the Press and Beijing Mobile; and(h)
    
    Guarantees that before Xin Tai Hua De pays the consideration for the second
Contract Year the Press will issue the certificate in the form as shown in Attachment 2
to evidence that Xin Tai Hua De owns the exclusive right to operate the advertisements
and activities of the Magazine.
 4.3
    
    Further warranties
 (a)
    
    It is hereby agreed by Tian Ren Qing An and Xin Tai Hua De that each party will
at the request of the other party take any further action at its own expense and sign
any further document to give effect to the transactions proposed under this Agreement
and all the agreements mentioned hereunder and to the provisions of such agreements.
Especially, on the basis of observing the foregoing provisions, the Parties agree to
revise this Agreement under necessary conditions so that it meets the requirements of
applicable laws (including but not limited to applicable Chinese laws);(b)
    
    When Xin Tai Hua De or another party designated thereby acts as the exclusive
advertisement agent for the Magazine, it will legally operate and not engage in any
action which may damage the brand image of the Magazine or the interests of Tian Ren
Qing An;(c)
    
    Tian Ren Qing An warrants that the Press will publish Xin Tai Hua De and/or
another party designated thereby as the general advertisement agent for the Magazine
for each and every issue within the term of this Agreement;(d)
    
    Tian Ren Qing An warrants to cooperate with Xin Tai Hua De or another party
designated thereby in formulating the agent development policy;
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(e)
    
    Tian Ren Qing An warrants to meet the operational requirements of Xin Tai Hua
De or another party designated thereby and adjust the prices once per year of the
publications in accordance with the requirements of Xin Tai Hua De or another party
designated thereby.
 5.
    
    Term and termination5.1
    
    Term
 Term
 5.2
    
    Termination5.2.1
    
    Under any of the following conditions, either Tian Ren Qing An or Xin Tai Hua De and / or
another party designated thereby may terminate this Agreement:
 (a)
    
    If the other party constitutes any material breach of this Agreement and this
breach cannot be remedied;(b)
    
    If the other party constitutes any material breach of this Agreement and such a
breach, though remediable, but the breaching party fails to remedy the breach within
thirty (30) days after receipt of the written notice from the non-breaching party; and(c)
    
    If the other party closes down or goes bankrupt.
 6.
    
    Defaulting liabilities and indemnification6.1
    
    If Tian Ren Qing An or Xin Tai Hua De terminates this Agreement earlier in accordance with
the provisions of 5.2.1 herein, the breaching party shall indemnify the non-breaching party
against all losses.6.2
    
    One party (each party individually as the indemnifying party) shall be responsible for
fully indemnifying the other party and its affiliates as well as the directors, staff and
employees of the other party and its affiliates (collectively called the indemnified
parties, but separately called the indemnified party) so as to hold such indemnified
parties harmless against all the costs, expenses, losses, damages, debts, requests and legal
proceedings which may be caused by the following issues or may be claimed against any of such
indemnified parties (or which may be sustained by any of such indemnified parties) and which
may be related to any of the following issues and hold such
 8




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indemnified parties harmless against any losses (unless any of such costs, expenses, losses,
damages, debts, requests and legal proceedings claimed against or sustained by any of such
indemnified parties was caused by any material negligence or intention on the part of such
an indemnified party):
 (a)
    
    Exercising any of the rights granted to Tian Ren Qing An or to Xin Tai Hua De
under this Agreement; and(b)
    
    Any breach by the indemnifying party of any provision of this Agreement, or any
action, inaction, negligence or fault of any nature committed by the indemnifying party
(or any of its staff, employees or agents or any other persons which may be related to
the rights granted under this Agreement for any reason whatsoever).
 7.
    
    Confidentiality7.1
    
    It is agreed by the Parties that the receiving party shall keep confidential all the
information, data or documents acquired as a result of executing and performing this Agreement
or related to this Agreement and identified by disclosing party as confidential, and without
the consent by the disclosing party, the receiving party shall not disclose any of such
confidential information to any third party.7.2
    
    It is agreed by the Parties that neither party shall use any of the information, data or
documents obtained from the other party under this Agreement for any other purpose than that
specified in this Agreement or for any other unnecessary purpose or for any purpose which does
not facilitate the cooperation proposed under this Agreement, or directly or indirectly
provide it for use by any third party.7.3
    
    None of the provisions of the above 7.1 and 7.2 applies to any of the following disclosures
made by any party: (a) to its consultants, agents, shareholders, directors or managerial
staff; and (b) to financial institutions and banks for obtaining their consent or financing
for the transactions under this Agreement; and (c) at any mandatory request during any
judicial or administrative procedure or in compliance with any other legal requirement (under
this condition, the disclosing party shall immediately give the other party a written notice);
and (d) at the request of the other party (or any of its affiliates) or any government agency
or regulatory body or stock exchange or institution which has jurisdiction over the
transactions under this Agreement.
 8.
    
    Governing law and settlement of disputes8.1
    
    Governing lawThe formation, effectiveness, interpretation, performance of this Agreement and the
settlement of any dispute hereunder shall be governed by and construed in accordance with
the Chinese law.8.2
    
    Settlement of disputes
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Any dispute arising out of or in connection with this Agreement, including but not limited
to any issues relating to the existence, effectiveness (including the effectiveness and
scope of this arbitration clause) or termination of this Agreement (collectively called
disputes and separately called dispute), if failing to be solved by the Parties through
negotiation within sixty (60) days after one party notifies the other party in writing of
the occurrence of such a dispute, may be submitted by either party to China International
Economic and Trade Arbitration Commission (CIETAC) for arbitration. It is hereby agreed by
the Parties that any and all disputes shall be submitted to and arbitrated by the
arbitration center in accordance with the currently applicable arbitration rules of the
arbitration center in Beijing, China. If any provision of this Agreement cannot be enforced
for any reason whatsoever, the said provision shall be executed to the possible maximum
degree so as to achieve the intent for which the Parties formulated this provision, while
all other provisions of this Agreement shall maintain completely valid and effective. The
arbitration court shall be formed of three (3) arbitrators who will be appointed in
accordance with the arbitration rules of the arbitration center. The arbitration shall be
conducted in Beijing, China. Both Chinese and English (including the language used in the
arbitral award and the language used for supporting the arbitral award) shall be the
languages equally applicable in the arbitration. The arbitral award shall be final and
binding on the Parties. During arbitration proceedings, the Parties shall continue to
perform this Agreement except for the matters in dispute.
 9.
    
    Miscellaneous9.1
    
    Entire agreementThis Agreement constitutes all the understandings between the Parties with
respect to the subject matter hereof and replaces all the warranties, understandings,
contracts or oral or written promises made by Tian Ren Qing An, Xin Tai Hua De and/or Chung
Cheng Co., Ltd. regarding the subject matter under this Agreement.9.2
    
    AmendmentsNo amendment to this Agreement may be made except by a written instrument executed by the duly authorized representatives of the Parties.9.3
    
    SeverabilityShould any provision of this Agreement be held illegal or
unenforceable under the laws of any jurisdiction, such provision shall
be invalid to the extent of such illegality or unenforceability within
this jurisdiction, and to the maximum extent permitted by law, shall
not affect its legality and enforceability within any other
jurisdiction.9.4
    
    No waiverUnless a written waiver is given, if one party fails to exercise any right under any provision of this Agreement when the other party
breaches this Agreement, it shall not be regarded as a waiver of
exercising the right under the corresponding or any other
 10




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provision of this Agreement in future. If any party fails or
delays to exercise any of its rights under this Agreement, it
shall not be regarded as a waiver of such a right.9.5
    
    NoticesAll the notices, requests and other communications requested or permitted under this
Agreement shall be made in Chinese and English and shall be delivered to the confirmed
addresses via certified express delivery or registered mail (postage prepaid and return
requested).9.6
    
    Succession and transferThis Agreement shall be valid for and binding on the respective
successor(s) and permitted transferee(s) of the Parties. Unless
otherwise expressly permitted in this Agreement, without prior written
consent from the other party, neither party shall have the right to
transfer any of its rights under or interests in this Agreement.
Without such prior written consent, no proposed transfer shall be
valid or effective.9.7
    
    LanguageThis Agreement is made in Chinese. All the schedules and attachments
(if any) of this Agreement constitute an integral part of this
Agreement and have the same legal force as the main text of this
Agreement.9.8
    
    CounterpartsThis Agreement is executed in duplicate in each language, with each
party hereto retaining one copy thereof.
  11




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IN WITNESS WHEREOF
 Beijing Tian Ren Qing An Media
Technology Co., Ltd.Signature:Name:Title:Beijing
Xintai Huade Advertising Co.,
Ltd..Signature:Name:Title: 12




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13




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Information and Family Loftiness
   14




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Schedule F
 XFM Hezhong Agreement
 Cooperation Agreement
  (1)
    
    Beijing Uni-All Interaction International Media Technologies Co, Ltd,a limited
liability company with its registered office at Room 710, No. 24, Lane A Jianwai Street,
Chaoyang District, Beijing(2)
    
    Beijing
Xintai Huade Advertising Co., Ltd,, limited liability company with its registered
office at Room 2102, Floor 21, Building 1, No.6, Lane A Jianguomenwai Street, Chaoyang
District, Beijing
 arty the
Parties.
 WHEREAS
 (A)
    
    Uni-All Interaction, a limited liability company duly incorporated under the laws of
the Peoples Republic of China and has been issued a business license by the
Administration for Industry and Commerce, provides media technology services and develops
and operates news release platforms;(B)
    
    Uni-All Interaction has been operating UNI-ALL media (Uni-All Media) in a number of
4S car stores and signed with such stores UA Media Partnership Agreements, whereby Uni-All
Interaction will provide to such 4S stores services including building information
platforms and release information etc., and such 4S stores or its cooperating partners
grant Uni-All Interaction exclusive right to release news and advertisings on UA Media LCD
screen terminals (for the avoidance of doubt, the term LCD screen terminals or any
similar expressions shall include upgrade platforms, whether such upgraded platforms take
the form of LCD or not);(C)
    
    Uni-All Interaction, Beijing
Xintai Huade Advertising and Chung Cheng Co., Ltd have signed a
confirmation agreement on July  , 2008;(D)
    
    Uni-All Interaction and Beijing
Xintai Huade Advertising wish to cooperate with each other so as to
exploit business opportunities in respect of UA Media and other related areas, and the
parties fully support such cooperation.
 NOW, THEREFORE,
 1




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1.
    
    Definitions and Explanations
  Affiliate
 Control controlled
 Effective date
 News
 UA Media
 Advertising
 Advertising
 Right to Operate Advertisings and Activities
 Entities
 Contract Year,
   2




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2.
    
    Cooperation and Granting of Rights
 2.1
    
    Exclusive Right to Operate Advertisings and Activities
 2.1.1
    
    Uni-All Interaction and Xintai Huade Advertising hereby agree to cooperate with each
other and jointly develop and operate according to provisions herein the UA Media
operated by Uni-All Interaction. Uni-All Interaction confirm the 4S car stores listed in
Appendix I have granted Uni-All Interaction the exclusive right to operate UA Media, and
the exclusive right to release news and advertisings on UA Media, and Uni-All Interaction
shall be responsible for providing technical support and related services for UA Media
news release functions. Uni-All Interaction has furnished the contracts it has signed
with relevant 4S stores and the certificate of such 4S stores authorization (see Appendix
II).2.1.2
    
    Uni-All Interaction confirm, as from the day this agreement is signed, it will
grant to Xintai Huade Advertising all the exclusive operation rights granted to it under the
contracts listed in the Appendix I hereto and the right to release news and advertisings
on UA Media (including the exclusive advertising agency rights to operate at least 170 UA
Media LCD screen terminals, i.e. during the term of the agreement, Xintai Huade Advertising will
release news and advertisings and organize activities on UA Media on its own. )2.1.3
    
    Uni-All Interaction hereby further confirm, during the term of the agreement, when
Uni-All Interaction is to sign any new Partnership Agreements (Partnership Agreements)
with any 4S car stores in Beijing or other provinces, municipalities under direct
jurisdiction of the central government or autonomous regions and set up or install any
new UA Media LCD screen terminals, Uni-All Interaction shall give notice to Xintai Huade Advertising and shall obtain Xintai Huade Advertisings written consent in advance prior to the
execution of such Partnership Agreements. Upon the execution of such Partnership
Agreements, Uni-All Interaction grants Xintai Huade Advertising exclusive and general
advertising agency right as regards such UA Media LCD screen terminals under such
Partnership Agreements.2.1.4
    
    During the term of the agreement, Uni-All Interaction shall not exercise or grant
any third party to exercise agency right as regards news and advertisings on UA Media,
and Uni-All Interaction guarantees that no third party may release any news or
advertisings on UA Media. Unless expressly provided in this
agreement, Xintai Huade Advertising
is entitled to receive all the revenues of the advertisings and operations of UA Media.
During the term of the agreement, Uni-All Interaction guarantees that it is not entitled
to collect any types of payment from any party in respect of UA Media advertising, nor
does any third party has any right to collect any types of payment from any party in
respect of UA Media advertising (except when such payment is credited to UA Media
advertising that have been made and completed prior to the execution date of the
agreement ), should any such payment exists, such income shall belong
to Xintai Huade Advertising and Uni-All Interaction shall pay by itself or designate the such third party
to pay to Xintai Huade Advertising such costs or provide to Xintai Huade Advertising such economic
interests.
 3




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2.1.5
    
    To enable Xintai Huade Advertising to conduct business operations pursuant to provisions
herein, Uni-All Interaction shall safeguard Xintai Huade Advertisings business interests, and
shall, on the basis of mutual benefit, make its best efforts to accommodate and
coordinate with Xintai Huade Advertising in terms of advertising spaces, advertising layout
arrangement, advertising release and activities, including but not
limited to:
 (a)
    
    Ensure that Xintai Huade Advertising has a decision-making right over UA
Media advertisings design, advertising column arrangement, advertising layout
etc.;(b)
    
    Reserve adequate advertising space for Xintai Huade Advertising, and release
Xintai Huade Advertisings advertisings in compliance with Xintai Huade Advertisings
requirements as regards design, effect, timing and location.(c)
    
    Uni-All Interaction furnish to Xintai Huade Advertising materials certifying
its UA Media general advertising agency within 3 working days after the execution
of the agreement, and specify in UA Media the general advertising agents name,
address, telephone etc.
 2.1.6
    
    Uni-All Interaction hereby guarantees that any 4S car stores and any third parties
such stores cooperate with shall authorize Xintai Huade Advertising to release all the news and
advertising that are intended to be released via Uni-All Interaction release platform,
and any third party other than Uni-All Interaction and 4S car stores shall sign with
Xintai Huade Advertising a News Release Authorization Agreement when such third party wishes to
conduct business activities via 4S car stores internal release platforms, and shall pay
to Xintai Huade Advertising news release service fees, the rates of which are determined by
Xintai Huade Advertising.
 2.2
    
    UA Media Operation
 2.2.1
    
    Besides the other responsibilities provided herein, Uni-All Interaction will
ensure that UA Media will be maintained in good working conditions at all times, and
Uni-All Interaction will upgrade UA Medias performance from time to time, including but
not limited to:
 (a)
    
    Ensure legitimate and smooth operation of UA Media; and(b)
    
    Assume responsibility and ensure all the news (including but not
limited to its content) that are to be released via UA Media is in compliance with
all applicable laws.
 2.2.2
    
    Xintai Huade Advertising may negotiate with Uni-All Interaction as regards UA Medias
positioning and upgrading of the contents thereon, Xintai Huade Advertising is entitled to
provide advertising contents and make decisions on UA Medias advertising design,
advertising column arrangement and advertising layout etc., provided that Xintai Huade Advertising meets UA Medias position and quality requirements and complies with PRC laws
and regulations.
 2.3
    
    Uni-All Interactions confirmation of granted rights
 4




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Uni-All Interaction hereby expresses its consent to the cooperation under the agreement and
the rights granted to Xintai Huade Advertising hereunder, and waives any rights it possesses as
regards UA Media, or any other rights it might have obtained from other parties in respect of
UA Media, in particular rights that clash with, compete with or that might clash with, compete
with the rights granted to Xintai Huade Advertising under this agreement, and such rights that might
affect Xintai Huade Advertisings exercising of the rights granted to it hereunder.
 3.
    
    Consideration
 3.1
    
    In the second contract year, Uni-All Interaction will receive an annual advertising agency
fee equivalent to RMB 3,960,000; in the succeeding contract years, annual advertising agency
fee receivable by Uni-All Interaction will increase on a 10% year-on-year basis, and Xintai Huade
Advertising shall pay such annual advertising fees to Uni-All Interaction in the first month
of the ongoing contract year (for the avoidance of doubt, In the second contract year, Xintai Huade
Advertising shall pay an annual advertising agency fee equivalent to RMB 3,960,000; in the
succeeding contract years, annual advertising agency fee payable by Xintai Huade Advertising shall
increase on a 10% year-on-year basis, and the second contract year, no payment is required
from Xintai Huade Advertising) provided that the following requirement is met:Xintai Huade Advertising UA Media advertisings and activities Revenues based on provisions
hereunder are 10% or even higher than revenues of the preceding year.3.2
    
    During the term of the agreement, when Uni-All Interaction is to sign any new Partnership
Agreements (Partnership Agreements) with any 4S car stores in Beijing or other provinces,
municipalities under direct jurisdiction of the central government or autonomous regions and
set up or install any new UA Media LCD screen terminals, Uni-All Interaction shall obtain
Xintai Huade Advertisings written consent in advance. Xintai Huade Advertising is responsible for the
installation expense of LCD screens, which cost RMB 20,000 each set, each year Xintai Huade
Advertising shall pay to Uni-All Interaction [15%] of the net income generated by the newly
installed UA Media LCD screen terminals in installation. This sum is payable by the second
month of the succeeding year. To allow Uni-All Interaction and Xintai Huade Advertising to determine
the amount of net advertising income, Xintai Huade Advertising shall disclose to Uni-All Interaction
the operation of newly installed UA Media LCD screen terminals and Uni-All Interaction is
entitled to review and complete reviewing such operation information within 15 days after the
end of each contract year, Xintai Huade Advertising shall coordinate.3.3
    
    When Xintai Huade Advertising fails to make payments by the above deadline as a consequence of its
breach of agreement, Xintai Huade Advertising shall pay a penalty interest equivalent to 0.03% for
the delinquent sum for each day in delinquency.3.4
    
    Uni-All Interaction is obliged to ensure UA Media central wireless control network
broadcasting system can control all the existing and newly installed LCD terminals.3.5
    
    Uni-All Interaction is obliged to ensure Xintai Huade Advertising can realize control over the
content release in any LCD terminal and can make real-time adjustments and amendments to its
contents.3.6
    
    Xintai Huade Advertising shall abide by law in its operation of UA Media advertisings after
obtaining exclusive UA Media advertising agency rights, shall not conduct any behavior that
hurt UA Medias brand image and Uni-All Interactions rights and interests.
 4.
    
    Representations and Warranties
 5




---



##### 



4.1
    
    Representations and warranties by each partyEach party represents and warrants to the other party that:
 (a)
    
    It is duly registered and validly existing under applicable laws of the place of
registration, it has the legal standing and power to sign and perform this agreement and
any other agreement to which it is a party and that is related to the cooperation
deliberated in this agreement.(b)
    
    Its execution, delivery and performance of the agreement and any other agreement to
which it is a party and that is related to the cooperation deliberated in this agreement
are duly authorized. The agreement and any other agreement to which it is a party and
that is related to the cooperation deliberated in this agreement have been duly executed
and delivered by it on the execution and delivery dates of such agreements and are
legally binding and can be enforced according to the terms therein.(c)
    
    Its execution, delivery and performance of this agreement and any other agreement
to which it is a party and that is related to the cooperation deliberated in this
agreement will not:
 (i)
    
    Request the obtaining of any authorization, consent, filing,
registration or notice of any Chinese government agencies, or request any
authorization, consent, filing, registration or notice to be gone through at any
Chinese government agencies; or(ii)
    
    Give rise to the breach of any agreements, obligations or orders to
which it is a party.
 4.2
    
    Uni-All Interactions representations and warrantiesUni-All Interaction further represents and warrants that Xintai Huade Advertising that, during the
term provided in Clause 5 or the renewal term thereof:
 (a)
    
    Ensure the legitimate operation of UA Media and ensure that it possesses the
exclusive general advertising agency rights of UA Media;(b)
    
    It is entitled and always entitled to grant to Xintai Huade Advertising all rights that
are to be granted to Xintai Huade Advertising hereunder and such rights are free from any third
party securities interests, claims or burdens;(c)
    
    In respect of the rights granted to Xintai Huade Advertising hereunder, its has obtained
from all third parties all the required authorization, permit and license , including but
not limited to the consent or authorization of all 4S car stores;(d)
    
    Ensure the validity and effectiveness of any other licenses, approvals and consents
that are required for establishing, operating and maintaining UA media within the term of
the agreement and any renewal term thereof;(e)
    
    Ensure that it will be responsible for the application of the businesses
deliberated herein or businesses that are to be developed and operated by Uni-All
Interaction, and make its best efforts to obtain all the other approvals, licenses,
permits and registrations required by Chinese government agencies or administration
agencies, including but not limited to outdoor advertising registration certificate etc.;
 6




---



##### 



(f)
    
    Uni-All Interaction will ensure Xintai Huade Advertisings right to put forward proposals
as regards UA media advertisings design, advertising column arrangement, advertising
layout etc.;(g)
    
    Uni-All Interaction will reserve adequate advertising space for Xintai Huade Advertising,
and release advertisings for Xintai Huade Advertising according to Xintai Huade Advertisings
requirements as regards advertisings design, advertising column arrangement, advertising
layout etc.
 4.3
    
    Further Warranties
 (a)
    
    It is hereby agreed by Uni-all Interaction and Xintai Huade Advertising that each party
will at the request of the other party take any further action at its own expense and
sign any further document to give effect to the transactions proposed under this
Agreement and all the agreements mentioned hereunder and to the provisions of such
agreements. Especially, on the basis of observing the foregoing provisions, the Parties
agree to revise this Agreement under necessary conditions so that it meets the
requirements of applicable laws (including but not limited to applicable Chinese laws);(b)
    
    Xintai Huade Advertising guarantees that it will comply with laws in its operation after
obtaining UA Medias exclusive advertising agency right, and will refrain from any hurt UA
Medias brand image and Uni-All Interactions rights and interests.(c)
    
    Uni-All Interaction guarantees that it will ensure UA Media central wireless control
network broadcasting system can control all the existing and newly installed LCD
terminals.(d)
    
    Uni-All Interaction guarantees that Xintai Huade Advertising can realize control over the
content release in any LCD terminal and can make real-time adjustments and amendments to
its contents.(e)
    
    Xintai Huade Advertising agrees that each 4S car stores will broadcast 4S corporate videos
on UA Media LCD terminal during the stipulated time periods provided that Uni-All
Interaction shall guarantee that Xintai Huade Advertising shall broadcast news and advertising on
UA Media LCD terminals for no less than 42 hours each week and shall release advertisings
according to Xintai Huade Advertisings requirements as regards advertisings design, advertising
column arrangement, advertising layout etc.
 5.
    
    Term and Termination
 5.1
    
    Term
 Term
 5.2
    
    Termination
 7




---



##### 



5.2.1
    
    Under the following circumstances, Uni-All Interaction may unilaterally or Xintai Huade
Advertising may as the other party terminate the agreement:
 (a)
    
    If the other party constitutes any material breach of this Agreement
and this breach cannot be remedied ;(b)
    
    If the other party constitutes any material breach of this Agreement
and such a breach, though remediable, but the breaching party fails to remedy the
breach within thirty (30) days after receipt of the written notice from the
non-breaching party; and(c)
    
    If the other party closes down or goes bankrupt
 6.
    
    Defaulting Liabilities and Indemnification
 6.1
    
    When Uni-All Interaction or Xintai Huade Advertising terminates this agreement according to
provision of Clause 5.2.1, the party at fault shall indemnify the party without fault for its
losses.6.2
    
    One party (each party is separately called the indemnifying party) shall be responsible for
fully indemnifying the other party and its affiliates as well as the directors, staff and
employees of the other party and its affiliates (collectively called the indemnified
parties, but separately called the indemnified party) so as to hold such indemnified
parties harmless against all the costs, expenses, losses, damages, debts, requests and legal
proceedings which may be caused by the following issues or may be claimed against any of such
indemnified parties (or which may be sustained by any of such indemnified parties) and which
may be related to any of the following issues and hold such indemnified parties harmless
against any losses (unless any of such costs, expenses, losses, damages, debts, requests and
legal proceedings claimed against or sustained by any of such indemnified parties was caused
by any material negligence or intention on the part of such an indemnified party):
 (a)
    
    Exercising of any rights granted to Uni-All Interaction or to Xintai Huade
Advertising; and(b)
    
    Indemnifying partys any breach of any terms herein, or indemnifying party (or any
officer, employee, agent or any other persons that are granted the rights hereunder)s
any action, omission or negligence.
 7.
    
    Confidentiality
 7.1
    
    The parties agree that the receiving party shall keep confidential and shall not disclose to
any third party without the consent of the other party any information or documents marked as
confidential obtained during the signing and performance of this Agreement, or in connection
with this Agreement.7.2
    
    The parties agree that either party shall neither use any information or documents obtained
from the other party according to this Agreement for any purpose other than as permitted
under, or as necessary for compliance with this Agreement, nor provide the same, directly or
indirectly, to any third party.
 8




---



##### 



7.3
    
    None of the provisions of the above 7.1 and 7.2 applies to any of the following disclosures made
by any party: (a) to its consultants, agents, shareholders, directors or managerial staff; and
(b) to financial institutions and banks for obtaining their consent or financing for the
transactions under this Agreement; and (c) at any mandatory request during any judicial or
administrative procedure or in compliance with any other legal requirement (under this
condition, the disclosing party shall immediately give the other party a written notice); and
(d) at the request of the other party (or any of its affiliates) or any government agency or
regulatory body or stock exchange or institution which has jurisdiction over the transactions
under this Agreement.
 8.
    
    Governing Law and Dispute Resolution
 8.1
    
    Governing LawThe execution, validity, interpretation, performance and settlement of disputes of this
Agreement shall be governed and construed by and in accordance with the laws of the Peoples
Republic of China.8.2
    
    Dispute ResolutionAll disputes arising from or in connection with this agreement including, but not limited to,
the existence and validity of this Agreement, which the parties do not resolve in good faith
within sixty (60) days after either party notifies the other party of its desire to arbitrate
such dispute or controversy, shall be submitted to China International Economic and Trade
Arbitration Commission (CIETAC) for arbitration in accordance with its then effective
arbitration rules in Beijing. In the event that any portion of the terms of this Agreement is
held to be unenforceable, the unenforceable portion shall be executed as far as possible to
reflect the original intention, and the remainder of the provisions shall remain in full force
and effect. The arbitration panel shall consist of three (3) arbitrators nominated according
to the arbitration rules of the Arbitration Center. The place of arbitration shall be Beijing
and the languages to be used in the arbitral proceedings, including the languages used in the
award of the arbitration and those supporting it, shall be both Chinese and English. The award
of the arbitration shall be final and binding upon the Parties. Except for matters under
arbitration, the remaining part of the Agreement shall remain in effect and be enforced by the
parties during the time of arbitration.
 9.
    
    Miscellaneous
 9.1
    
    Entire AgreementThis Agreement shall constitute the entire agreement between the parties hereto and
shall supercede any and all previous oral and written notices, memoranda and contracts with
respect to the subject matter hereof between Uni-All Interaction, Xintai Huade and/or Chung
Cheng Co., Ltd.
 9




---



##### 



9.2
    
    AmendmentsNo amendment to this Agreement may be made except by a written instrument executed by the
duly authorized representatives of the Parties.9.3
    
    SeverabilityShould any provision of this Agreement be held illegal or unenforceable under the laws of any
jurisdiction, such provision shall be invalid to the extent of such illegality or
unenforceability within this jurisdiction, and to the maximum extent permitted by law, shall
not affect its legality and enforceability within any other jurisdiction.9.4
    
    No WaiverUnless a written waiver is given, if one party fails to exercise any right under any
provision of this Agreement when the other party breaches this Agreement, it shall not be
regarded as a waiver of exercising the right under the corresponding or any other provision of
this Agreement in future. If any party fails or delays to exercise any of its rights under
this Agreement, it shall not be regarded as a waiver of such a right.9.5
    
    NoticesAll notices, requests and demands hereunder shall be given in writing, written in Chinese and
English, and sent to the confirmed address by certified courier or registered mail, postage
prepaid, return receipt requested.9.6
    
    Succession and TransferThis Agreement shall inure to and bind the legal representatives, successors and assigns of
the respective parties hereto. Except as expressly provided herein, neither party may transfer
any of its rights or interests under this Agreement without the previous written consent of
the other party. Any transfer without such written consent shall be deemed as invalid.9.7
    
    LanguageThis Agreement is made in Chinese. All the schedules and attachments (if any) to this
Agreement are made an integral part of this Agreement and have the same legal force as the
main text of this Agreement.
 10




---



##### 



9.8
    
    Counterparts
   11




---



##### 



IN WITNESS WHEREOF
 Beijing Uni-All Interactive International Media Technology Co., Ltd.           Beijing Xintai Huade Advertising Co., Ltd.
 12




---



##### 



Annex 1 4S Shop Cooperation Agreement
 SN
    
    Party A
    
    Party B
    
    Cooperation mode
    
    Service
    
    Term
    
    Agreement number1.
    
    Beijing
Huashengyuan
Automotive Sales &
Service Co., Ltd.
Tongzhou Branch
(Dongfeng-Nissan) f
    
    Uni-All Interaction
    
    1. The service
provided by Party B
will be fulfilled
in strict
accordance with the
provision of this
Agreement and the
annexes thereto.
Party A agrees that
it will become
Party Bs UA media
partner after the
execution of this
Agreement according
to the requirements
in this Agreement
and the annexes
thereto.
2. Party B shall
provide and install
the 32 inch LCD
screen. Party B
shall provide and
install the set-top
box (RMB 10,000
yuan/set, free of
set-top box cost
during the term of
this Agreement. The
installation of the
set-top box
includes built-in
installation and
external
installation. The
built-in
installation has a
LCD screen of not
less than 17 inch.
The specific amount
depends on the site
conditions and the
number of screens
installed by Party
B. the hardware
equipment is owned
by Party B.
3. Party B is
responsible for the
business invitation
and daily
management of
advertising
business. Party A
shall appoint
special personnel
to assist Party B
in advertising
business. Party B
shall transfer the
third partys
income derived from
the video
information
released on the UA
media platform
installed on the
business premises
of Party A, with
applicable taxes
deducted, into
Party As account
within 20
    
    1. Party B
undertakes that
Party As
information will
cover all UA media
terminal LCD
screens within the
scope of Party As
business premises.
2. The UA media
video information
terminal LCD
screens installed
on Party As
business premises
are a corporate
information release
platform. Party A
is entitled to
broadcast video
information in
connection with and
limited to Party A
within specified
time.
3. The UA media
video information
terminal LCD
screens installed
on Party As
business premises
can provide
information release
to a third party
enterprise.
According to
relevant provisions
in this Agreement,
Party A enjoys the
income derived from
the release of the
third party
enterprises
information.
    
    five years
    
    UA(BJ) -300408(1)
 13




---



##### 



SN
    
    Party A
    
    Party B
    
    Cooperation mode
    
    Service
    
    Term
    
    Agreement numberworking
days after the last
calendar day of
each quarter.
4. Party A regards
Party B as the
exclusive operator
of the UA media
information release
platform. Within
the term of this
Agreement, Party A
and the third party
in cooperation with
it will trust Party
B with information
release and
advertising using
Party As release
platform, and any
third party beyond
this Agreement who
uses Party As
corporate release
platform to conduct
business activities
shall sign an
Information Release
Entrusting
Agreement with
Party B and pay
Party B the service
fee for information
release, the
criteria of which
shall be prepared
by Party B.2.
    
    Beijing Shenhua
Tongda Automotive
Sales & Service
Co., Ltd. (Toyota)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -080508(1)3.
    
    Beijing Aiyihang
Automotive Service
Co., Ltd. (Aiyihang
)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -240308(4)4.
    
    Beijing Tengyuan
Xingye Automotive
Service Co., Ltd.
(Chery)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -060308(1)
 14




---



##### 



SN
    
    Party A
    
    Party B
    
    Cooperation mode
    
    Service
    
    Term
    
    Agreement number5.
    
    Beijing Tengyuan
Xingye Automotive
Service Co., Ltd.
(Suzuki)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -250108(4)6.
    
    Beijing Beilong
Lianhe Automobile
Trading Co., Ltd.
(Shanghai
Volkswagen)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -291207(4)7.
    
    Beijing Jinguan
Xingye Toyota
Automotive Sales &
Service Co., Ltd.
(FAW-Toyota)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -240807(1)8.
    
    Beijing Binggong
Beifang Automobile
Trading Co., Ltd.
(Tianjin FAW)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -1203089.
    
    Beijing Guangyifa
Automobile Trading
Co., Ltd. (FAW
Jilin)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -040308(2)
 15




---



##### 



SN
    
    Party A
    
    Party B
    
    Cooperation mode
    
    Service
    
    Term
    
    Agreement number10.
    
    Beijing Guangyifa
Automobile Trading
Co., Ltd.
(Changhe-Suzuki)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -040308(1)11.
    
    Beijing Huitong Sihui
Toyota Automotive
Sales & Service Co.,
Ltd. (Toyota)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -080318(1)12.
    
    Beijing Tengyuan
Xingye Automotive
Service Co., Ltd.
(Chery)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -250108(3)13.
    
    Beijing Xinpeng Shiji
Automotive Sales &
Service Co., Ltd.
(Changfeng-Mitsubishi)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -120508(1)14.
    
    Beijing Yadi Weida
Automotive Sales Co.,
Ltd. (BYD)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -020408(6)15.
    
    Beijing Tongtongshun
Automotive Sales &
Service Co., Ltd.
(Tianjin FAW)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -070108(1)16.
    
    Beijing Donghang Shiji
Automotive Sales &
Service Co., Ltd. (Dongfeng-Honda)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -281207(11)
 16




---



##### 



SN
    
    Party A
    
    Party B
    
    Cooperation mode
    
    Service
    
    Term
    
    Agreement number17.
    
    Beijing Xinxing Kuaima
Automotive Service
Co., Ltd. (Changan
Automobile)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -280108(3)18.
    
    First Branch Store of
Beijing Boshilian
Automotive Sales
Center (Great Wall )
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -151107(4)19.
    
    Beijing Xinxiwu
Automotive Sales Co.,
Ltd. (Maple, Lifan)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -210108(2)20.
    
    Beijing Tengyuan
Xingye Automotive
Service Co., Ltd.
(Geely)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -250108(2)21.
    
    Beijing Jiaijin Furui
Automotive Sales &
Service Co., Ltd.
(Toyota)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -291207(2)22.
    
    Beijing Jingchang
Xinxing Automotive
Sales & Service
Center(Tianjin FAW)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -210208(1)
 17




---



##### 



SN
    
    Party A
    
    Party B
    
    Cooperation mode
    
    Service
    
    Term
    
    Agreement number23.
    
    Beijing Zhongpuxin
Automotive Sales
Co., Ltd. (Tianjin
FAW)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -220208(1)24.
    
    Beijing Xinminheng
Automotive Sales
Co., Ltd. (BYD)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -130308(6)25.
    
    Beijing Wufangqiao
Toyota Automotive
Sales & Service
Co., Ltd.
(FAW-Toyota)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -020408(7)26.
    
    Beijing Yuantonqiao
Toyota Automotive
Sales & Service
Co., Ltd.
(FAW-Toyota)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -170308(1)27.
    
    Beijing Bocheng
Hongda Automotive
Service Co., Ltd.
(Dongfeng-Honda)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -120508(2)28.
    
    Beijing Tengyuan
Xingye Automotive
Service Co., Ltd.
(FAW-Besturn)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -250108(1)
 18




---



##### 



SN
    
    Party A
    
    Party B
    
    Cooperation mode
    
    Service
    
    Term
    
    Agreement number29.
    
    Beijing Xinpeng Shiji
Automotive Sales &
Service Co., Ltd.
(Changfeng-Mitsubishi)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -120508(1)30.
    
    Beijing Chuangcheng
Yongxin Automotive
Sales & Service Co.,
Ltd. (Xiali)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -300408(2)31.
    
    Beijing Anruidi
Trading Co., Ltd.
(Hyundai)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -070508(2)32.
    
    Beijing Xinxi
Automotive Sales Co.,
Ltd. (BYD)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -210108(1)33.
    
    Beijing Tengyuan
Xingye Automotive
Service Co., Ltd.
(Suzuki)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -250108(4)34.
    
    Beijing Huida Shiji
Trading Co., Ltd.
(Suzuki)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -080108(1)35.
    
    Beijing Anruidi
Trading Co., Ltd.
(Hyundai)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -070508(1)
 19




---



##### 



SN
    
    Party A
    
    Party B
    
    Cooperation mode
    
    Service
    
    Term
    
    Agreement number36.
    
    Beijing Senhua
Tongda Automotive
Sales & Service
Co., Ltd. (Toyota)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -080508(1)37.
    
    Beijing Lingmai
Automotive Sales
Co., Ltd.
(Changan)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -281207(5)38.
    
    Beijing Tengyuan
Xingye Automotive
Service Co., Ltd.
(Suzuki)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -250108(4)39.
    
    Beijing Tengyuan
Xingye Automotive
Service Co., Ltd.
(Chery)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -250108(3)40.
    
    Beijing Dongfang
Yatu Trading Center
(Youngman Lotus)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -240108(1)41.
    
    Beijing Xinguangbao
Automotive Service
Co., Ltd.
(Mitsubishi/Liebao)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -080110(4)42.
    
    Beijing Beifang
Huapeng Material
Sales Co., Ltd.
(BYD)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -011508(1)43.
    
    Beijing Third Automotive Repair
Company (Guangzhou Honda/Toyota
/Jinbei)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -280108(2)44.
    
    Beijing Runji
Hongqi Automotive
Sales & Service
Co., Ltd. (Hongqi)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -180108(1)45.
    
    Beijing Beilong
Lianhe Automobile
Trading Co., Ltd.
(Shanghai
Volkswagen)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -0291207(4)46.
    
    Beijing Beifang
Huapeng Material
Sales Co., Ltd.
(BYD)
    
    same as above
    
    same as above
    
    same as above
    
    same as above
    
    UA(BJ) -011508(1)
 20




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Annex 2
 Authorization Certificate
 21