Exhibit 4.61  English Translation
 Strategic Cooperation Agreement
  Party A: Beijing Keying & CCTV Culture Development Co., Ltd.
   Party B: Beijing Linghang Dongli Advertising Co., Ltd.
   Party C: Beijing Science & Education Film Studio
   WHEREAS:
 (1)
    
    Party C is Chinas largest science film and TV program production base, holds the licenses
concerning film and TV productions in accordance with law and has an extensive influence in
film and TV industry. It has rich film and TV content resources. It is a major film and TV
producer and one of Chinas independent film and TV libraries;(2)
    
    Party A is directly subordinated to Party C and possesses a powerful TV program planning and
production capability. It is granted by Party C with the rights to use and operate Party Cs
existing film and TV library resources, and also has the right to engage in the market
operations of the aforementioned resources;(3)
    
    Party B is a limited liability company incorporated in Beijing, PRC in accordance with the
PRC Laws and a content production and integration operator undertaking diverse operations in
media industry.
  Article 1 Definitions




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1.1
    
    Joint Venture means a limited liability company to be established by Party A and Party B,
whose registered capital will be RMB20,000,000.00 (RMB twenty million), in which Party A will
contribute RMB9,800,000 (RMB nine million eight hundred thousand), accounting for 49% of
registered capital, and Party B will contribute RMB10,200,000 (RMB ten million two hundred
thousand), accounting for 51% of registered capital.1.2
    
    Keying Products means the film, TV and other works whose copyrights and Use Rights are
owned by Party C during the Use Period, including, but not limited to, any or all of the
following: written works; oral works; musical, dramatic, quyi, choreographic and acrobatic
works; cinematographic works and works created by virtue of an analogous method of film
production; sound recording works; video recording works; works created by Party C by means of
compilation, adaptation, translation, annotation or arrangement of the foregoing.1.3
    
    New Works has the meaning as ascribed to it in Article 3.3 below.1.4
    
    Use Rights means the use rights to the Keying Products, including, but not limited to,
right of operation, right of reproduction, right of distribution, right of rental, right of
exhibition, right of display, right of broadcasting, right of network dissemination, right of
adaptation, right of translation and right of compilation, neighboring rights (including, but
not limited to, rights of performers, sound recording or video recording producers,
broadcasting or cable distribution organizations and book and periodical publishers due to
their transmission activities) as well as right of use of other copyright-related interests in
connection with the Keying Products.1.5
    
    Keying and CCTV Science & Education Program Production Center Names means any trademark,
trade name, service mark and trade dress relating to Party C and CCTV Science & Education
Program Production Center or comprising of the words, marks or patterns of Keying, CCTV
Science & Education Program Production Center and SAC as well as all the goodwill
associated with trademarks, trade names, company names, business names, logos, brand names,
service marks, trade dresses and the foregoing. A name only related to Party C shall be
Keying Name and a name only related to CCTV Science & Education Program Production Center
shall be CCTV Science & Education Program Production Center Name.1.6
    
    Production Activity has the meaning as ascribed to it in Article 5.1 below.1.7
    
    Use Period means the period during which the Joint Venture is entitled to all the
contractual rights under this Agreement and the annexes hereto.1.8
    
    Territory means all the territories in which the Joint Venture is entitled to the rights
under this Agreement and the annexes hereto, but subject to the scope as determined in the
approval document issued by any administration authority in accordance with the stipulations
of laws or policies if the works of the Joint Venture in connection with Party A or Party C
are distributed outside of the PRC.




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1.9
    
    Person means any natural person, corporation, company, association, partnership,
organization, business, joint venture, trust, non-corporate or other entity or organization,
including any government authority.1.10
    
    Third Party means any person other than the parties to this Agreement.1.11
    
    Government Approval means any approval, reply, consent, filing certificate, permit or
license made or issued by any national, provincial or local government, administrative or
judicial authority of the PRC or any agency or instrumentality thereof authorized to
administrative or judicial rights.1.12
    
    PRC Law means any and all publicly available laws, regulations, ordinances, rules and
regulatory documents enacted by the PRC Government or legislative bodies or other supervisory
agencies, including amendments or supplements thereto or interpretations thereof.
 Article 2 Establishment of Joint Venture
 2.1
    
    Party A and Party B agree to jointly set up a Joint Venture within [ ] working days after
signing of this Agreement. The proposed name of the Joint Venture is Beijing Xinhua & CCTV
Culture Media Co., Ltd./Beijing CCTV & Xinhua Culture Media Co., Ltd. (finally subject to the
name approved by and registered with the industry and commerce administration). Its registered
capital will be RMB20,000,000.00 (RMB twenty million), in which Party A will contribute
RMB9,800,000 (RMB nine million eight hundred thousand), accounting for 49% of registered
capital, and Party B will contribute RMB10,200,000 (RMB ten million two hundred thousand),
accounting for 51% of registered capital.2.2
    
    The business scope of the Joint Venture shall include: production and distribution of TV
programs, production and distribution of AV products, shooting of films and TV programs and
advertising operation. Party A and Party C shall do their best to assist the Joint Venture in
obtaining the Government Approvals required for such business operations. Party A and Party B
shall do their best to set up the Joint Venture as promptly as possible. If the
above-mentioned business scope of the Joint Venture requires special Government Approvals and
as a result thereof, the Joint Ventures operations may be delayed, the Joint Venture may be
set up as promptly as possible by adopting other suitable business scope, and its business
scope shall be changed to the above scope or the scope similar thereto as quickly as possible
after its establishment. The parties agree that during the period when the Joint Venture has
not obtained relevant qualification as stated above, the Joint Venture may cooperate with
Party A or Party B or any affiliate with appropriate qualification of Party A or Party B and
license part of the rights hereunder to the necessary extent to such company for the purpose
of operations.2.3
    
    Party A and Party B agree that within 1st-5th years following the
establishment of the Joint Venture, Party A will be entitled to dividends of 40% of the total
operating profits of the Joint Venture and Party B will be entitled to dividends of 60% of the
total operating profits; during 6th-10th years, Party A will be entitled
to dividends of 45% of




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the total operating profits of the Joint Venture and Party B will be entitled to dividends of
55% of the total operating profits; from the 11th year and on, Party A will be
entitled to dividends of 49% of the total operating profits of the Joint Venture and Party B
will be entitled to dividends of 51% of the total operating profits.2.4
    
    The Joint Venture shall have its general meeting of shareholders. Shareholders shall exercise
their shareholder rights in accordance with the Company Law of the PRC or the Joint Ventures
Articles of Association. But Joint Ventures major issues, such as amendment of the Articles
of Association, increase or decrease of registered capital, merger, division, dissolution,
change of form of organization and project investment exceeding RMB one million
(RMB1,000,000), must be approved by the shareholders representing above 2/3 voting rights.2.5
    
    The Joint Venture shall have its board of directors. The board of directors shall be composed
of five directors, among whom 2 ones are to be appointed by Party A and 3 to be appointed by
Party B. The Board Chairman shall be elected from the directors appointed by Party A. General
Manager of the Joint Venture shall be nominated by Party B and appointed by the Board of
Directors. Chief Financial Officer shall be appointed by Party B, cashier shall be appointed
by Party A and supervisor shall be appointed by Party A. Legal representative shall be elected
from the persons nominated or appointed by Party B.2.6
    
    When the Board of Directors of the Joint Venture exercises voting rights or makes board
decisions, general issues (including daily issues) shall be subject to the consent of above
1/2 of directors; the major issues as specified in the Articles of Association of the Joint
Venture or the project investment exceeding RMB one million (RMB1,000,000) shall be subject to
the consent of above 2/3 (2/3 excluded) of directors.2.7
    
    The operating term of the Joint Venture shall be fifty (50) years, finally subject to that as
indicated in approval or filing document issued by the industry and commerce administration.2.8
    
    The Parties agree that Party A and Party B shall sign the Joint Ventures Articles of
Association in both substance and form as stated in Annex 1.
 Article 3 Keying Products and their Use Rights
 3.1
    
    Party A undertakes and Party C acknowledges that Party A has been granted by Party C a
license to use the Use Rights of the Keying Products up to the signing date of this Agreement
and the list of the pre-existing Keying Products at the signing of this Agreement is given in
Annex 2 attached hereto. Furthermore, Party C acknowledges that it has licensed to Party A the
Use Rights over any Keying Product obtained by Party C during the Use Period.3.2
    
    Party A agrees, after the Joint Ventures establishment, to license to the Joint Venture the
above Use Rights over all the Keying Products obtained by Party C during the Use Period, which
can be used by the Joint Venture in the Territory during the Use




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Period. Party C acknowledges that after its establishment, the Joint Venture is entitled to use
in the Territory and within the Use Period all the Use Rights over all the Keying Products
obtained by Party C during the Use Period.3.3
    
    Within the Use Period, the Joint Venture may use all or any portion of Keying Products or of
any single Keying Product in the Territory and create new works by means of adaptation,
translation, annotation and arrangement of all or any portion of Keying Products or of any
single Keying Product or develop derivative works based on the Keying Products (hereinafter
collectively referred to as New Works). If the materials or contents used by the New Works
do not exceed 60% of the Keying Products, then the Joint Venture is entitled to the copyright
of the New Works and also the complete right of earning. If the materials or contents used by
the New Works exceed 60% of the Keying Products, then the copyright shall be owned by Party A
or Party C, but the Joint Venture shall have the exclusive Use Rights, right of operation and
right of earning over the New Works.3.4
    
    The Parties acknowledge that Party B and any affiliate designated by Party B are entitled to
apply the Use Rights of Keying Products to Shaanxi Satellite TV platform without paying any
consideration within five (5) years following Joint Ventures establishment.
 Article 4 Use Rights of Keying and CCTV Science & Education Program Production Center
 4.1
    
    Party C undertakes that within the Use Period, in the cooperation concerning the Joint
Ventures involvement in Party Cs project, Keying Name may be used for the production,
operation and other aspects of such cooperation project.4.2
    
    Party A and Party C undertake that within the Use Period, if the Joint Venture is directly
involved in the project or film or TV works of CCTV Science & Education Program Production
Center, CCTV Science & Education Program Production Center Name may be used for the
production, operation and other aspects of such cooperation project or film or TV works.4.3
    
    If Party C agrees to participate in the joint production of Joint Ventures project, Party C
shall issue a document authorizing Keying Name or CCTV Science & Education Program Production
Center Name to be used for the project.
 Article 5 Right of Cooperation in Film & TV Production and Marketing Assistance
 5.1
    
    Party C and Party A confirm that they hold at the signing of this Agreement and guarantee to
maintain within the Use Period all the necessary Government Approvals required for the
shooting, production and distribution of TV plays, films, animations or other broadcast and TV
programs or film and TV programs (Production Activities).5.2
    
    As for all the Production Activities of Party C or Party A soliciting the partners from the
society, if the Joint Venture puts forth the intent of cooperation, within the Use Period, the
Joint Venture shall have the right of priority over others under the same




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conditions to participate in cooperation and obtain proceeds in the way as specified by the PRC
Laws.5.3
    
    Within the operating term of the Joint Venture, if the Joint Venture intends to cooperate
with Party C or Party A in the Production Activities, it shall give written notice to Party C
or Party A and upon written consent of Party C or Party A, may participate in the Production
Activities of Party A or Party C.5.4
    
    Party C and Party A agree to do their best to assist the Joint Venture in applying for the
Government Approvals required for new production Activities.5.5
    
    Party C and Party A agree to offer marketing assistance for the Joint Venture. The Joint
Venture agrees to pay relevant fee pursuant to Article 6.1 (Marketing Assistance Fee).
 Article 6 License Fee of Keying Products, Marketing Assistance Fee and Use Period
 6.1
    
    In consideration of the licenses under Articles 3, 4 and 5 and the undertakings made by Party
A and Party C, the Joint Venture shall pay license fee and Marketing Assistance Fee of
RMB17,800,000 (RMB seventeen million eight hundred thousand) in total to Party A and Party C,
in which RMB9,800,000 (RMB nine million eight hundred thousand) shall be paid to Party A and
RMB8,000,000 (RMB eight million) shall be paid to Party B. Method of payment is to be agreed
by the parties.6.2
    
    The Parties agree that the Joint Venture will, free of charge and as per Party Bs
instructions, provide the TV play or TV program (as instructed by Party B) produced with a
production fee of RMB2,200,000 (RMB two million two hundred thousand) to Shaaxi TV or other TV
institution designated by Party B for broadcasting purpose. The copyright of such TV play or
TV program shall be owned by the Joint Venture. The Use Rights, right of operation and right
of earning other than the broadcasting rights owned by the TV institution designated by Party
B shall be owned by the Joint Venture.6.3
    
    As for the license fee stated under Article 6.1, Party A and Party C shall notify the Joint
Venture in writing of the bank accounts designated by them five (5) working days in advance.6.4
    
    The Use Period of all the licenses granted to the Joint Venture under this Agreement is
twenty (20) years, counted from the date of establishment of the Joint Venture.6.5
    
    Immediately after the Joint Ventures establishment, Party A and Party B shall supervise and
urge the Joint Venture to issue a written letter of consent to the parties hereto to confirm
and accept all the rights and obligations for the Joint Venture under this Agreement.6.6
    
    The Parties agree that as from the date of issue of the written letter of consent, the Joint
Venture is deemed as if it is a party to this Agreement, enjoys all its rights hereunder and
undertakes all its obligations hereunder.




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Article 7 Representations and Warranties
 7.1
    
    Party A and Party C hereby represent and warrant that:7.1.1
    
    Party A and Party C have the power and authority to execute and perform this Agreement and
there are no conflicts with any representations, statements, undertakings or warranties made
by them to other third parties.7.1.2
    
    The execution and performance by Party A or Party C of this Agreement do not violate its
articles of association or the contracts and all other legal instruments to which it is a
party and by which it is bound.7.1.3
    
    Party A and Party C have lawfully obtained the Use Rights and operation rights of the Keying
Products, which are free of any claim of infringement or threatened infringement made by any
third party.7.2
    
    Party B hereby represents and warrants that:7.2.1
    
    Party B has the power and authority to execute and perform this Agreement and there are no
conflicts with any representations, statements, undertakings or warranties made by it to other
third parties.7.2.2
    
    The execution and performance by Party B of this Agreement do not violate its articles of
association or the contracts and all other legal instruments to which it is a party and by
which it is bound.7.2.3
    
    Party B guarantees to pay the fees to Party A and Party C in time.
 Article 8 Confidentiality
  Article 9 Defaulting Liability




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Article 10 Dispute Resolution
  Article 11 Miscellaneous
 11.1
    
    This Agreement shall become effective immediately upon signing by the parties hereto under
their respective corporate seals. This Agreement constitutes the entire understanding among
the Parties with respect to the subject matter hereof and supersedes all prior warranties,
understandings, contracts or other oral or written undertakings among them.11.2
    
    This Agreement shall be governed by and interpreted in accordance with the PRC Laws.11.3
    
    This Agreement is executed in four (4) copies, with each of the parties hereto holding one
(1) copy and the Joint Venture (after its establishment) holding one (1) copy. All the copies
thereof shall have the same legal effect.




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Party A: Beijing Keying & CCTV Culture Development Co., Ltd.(corporate seal)/s/Authorized representative (signature)Party B: Beijing Linghang Dongli Advertising Co., Ltd.(corporate seal)/s/Authorized representative (signature)Party C: Beijing Science & Education Film Studio(corporate seal)/s/Authorized representative (signature)