**EXCLUSIVE BUSINESS CONSULTANCY SERVICE AGREEMENT**This exclusive business consultancy service agreement (**“Agreement”**) is made on 26 November, 2007 inShanghai, People’s Republic of China (**“PRC”**), by and between:**(1)** **T2CN Information Technology (Shanghai) Co., Ltd.**, a wholly foreign-owned enterpriseestablished pursuant to PRC law, located at 12F, 418, Gui Ping Road, Shanghai, with DengRun-Ze as the legal representative (hereinafter called **“T2CN”**)**(2)** **Shanghai Jinjie Internet Technology Co., Ltd.**(legal name is to be changed to “**ShanghaiJinyou Internet Technology Co., Ltd.**”), a limited liability company established pursuant toPRC law, located at Room 903, Building E, 5385 Long Dong Boulevard, Pudong New Area, Shanghai,with Wei Guo Jun as the legal representative (hereinafter called **“JINJIE”**).(T2CN and JINJIE are hereinafter referred to individually as “Party” and collectively as“Parties”.)WHEREAS:(1) The main business of T2CN includes design, development, manufacturing of computer software,sale of self-made products, and design, development, and provision of relevant technicalconsultancy and services for computer hardware. T2CN is providing business consultancyservices as well.(2) The main business of JINJIE includes the development and design of internet technology andsale of products.(3) For the expansion of its business, JINJIE intends to retain T2CN, and T2CN agrees, to providebusiness consultancy services.
 
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The parties hereby agree as follows:**1.** **Definitions**1.1 In this Agreement, the following terms have the following meanings unless otherwise requiredby the context:   **“JINJIE’s Business”**means any and all business operated and developed by JINJIE currentlyor at any time during the term of this Agreement.   **“Consultancy Services**” means the business consultancy services supplied by T2CN to JINJIEin relation to JINJIE’s Business, including but not limited to: (1) assistance with collection of business information, and conduct of marketresearch, by JINJIE in relation to JINJIE’s Business; (2) acting as an intermediary to introduce customers to JINJIE and to assistJINJIE with building up business cooperation relations between them; (3) assistance with the setting-up by JINJIE of the database of customers andother business information, and daily management, maintenance and update of suchdatabase; (4) supply of advice or comments on the development and enhancement of thecorporate structure, management system and department establishment of JINJIE in orderto enhance its internal management system; and (5) such other business consultancy services as required by JINJIE from time totime, to the extent permitted by PRC laws.**“Service Team”**means the team organised by T2CN for the purpose of providing services underthis Agreement. The team consists of T2CN’s employees and other third party professionalconsultants or manpower retained by T2CN.**“Consultancy Service Fee”**means all fees and expenses payable by JINJIE to T2CN for the Consultancy Services supplied by T2CN pursuant to Clause 3 of thisAgreement.
 
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**“Year”**means a calendar year from January 1 to December 31.**“Operating Income”**means the revenues generated from JINJIE’s Business as recorded underthe item of “main business revenues” on JINJIE’s balance sheets according to PRC accountingprinciples in any calendar year throughout the duration of this Agreement.1.2 In this Agreement, reference to any of the laws and regulations (**“Laws”**) shall be deemed asincluding: (1) any amendment, modification, supplement or replacement of the referenced PRCLaw, irrespective of whether it becomes effective prior to or subsequent to the date ofthis Agreement; and (2) any other rulings, notices or statutory rules made in accordance with, orotherwise effected by virtue of, the referenced PRC Law.1.3 In this Agreement, reference to the number of the Clauses, Sub-clauses, Paragraphs, orSub-paragraphs shall denote the corresponding text, unless otherwise required by the context. **2.** **T2CN’s Services**2.1 In order to meet the requirements of premium Consultancy Services to be supplied hereunder,T2CN shall make adequate allocation of human resources and other resources. T2CN may, in itsdiscretion, replace any member of the Service Team or adjust the specific responsibilities ofa member of the Service Team from time to time. Such replacement or adjustment shall not haveany materially adverse impact on JINJIE’s daily operation.2.2 T2CN shall timely supply the Consultancy Services, communicate, and exchange with JINJIE anyinformation relating to the business and/or customers of JINJIE.
 
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**3.** **Consultancy Service Fee**3.1 JINJIE agrees to pay the Consultancy Service Fee to T2CN for the Consultancy Servicessupplied by T2CN under this Agreement. For the period from 26 November 2007 to 31 December,2008, the Consultancy Service Fee will be an amount equal to 20% of JINJIE’s Operating Incomein aggregate. Thereafter, the Parties shall adjust and confirm in writing the rate(s) for theConsultancy Service Fee. 3.2 It is agreed that JINJIE shall pay the Consultancy Service Fee as follows: (1) The Consultancy Service Fee is to be settled every quarter. By 10 January,10 April, 10 July and 10 October of each year, JINJIE shall pay T2CN the ConsultancyService Fee for the preceding 3 months. (2) The Parties shall, after the end of JINJIE’s fiscal year, conduct thecomputation of the Consultancy Service Fee payable by JINJIE on the basis of totalOperating Income for the previous Year as certified by the audit report issued by thePRC CPA acknowledged by both Parties, and shall, within 15 days after the issue of theaudit report, make the adjustment (refund of any surplus payment or additional paymentfor deficiency). JINJIE undertakes to T2CN that it will provide the PRC CPA concernedall necessary information and assistance, and cause it to issue the audit report forthe previous Year to JINJIE and T2CN within 30 working days after the end of eachYear.3.3 JINJIE shall pay all the Consultancy Service Fee, in accordance with this Clause 3, to thebank account designated by T2CN by telegraphic transfer. T2CN shall issue written notice toJINJIE 7 working days in advance of any change to the bank account.3.4 It is agreed that the Parties shall execute a supplementary agreement (in the same form asset out in Appendix 1) every year since 2008, to confirm specifically the calculation formulaof the amount of the Consultancy Service Fee payable by JINJIE for that Year to T2CNunder Clause 3.1 of this Agreement. The Parties shall negotiate and conclude thesupplementary agreement 1 month before the beginning of the Year in question.
 
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3.5 If, throughout the duration of this Agreement, T2CN provides services not covered by thisAgreement at JINJIE’s request, the Parties agree to handle this matter by cooperation in amanner stipulated in this Agreement or, failing which, a manner most akin to a mannerstipulated in this Agreement. The Parties shall, in such a case, make correspondingadjustment in writing to the calculation of the Consultancy Service Fee under Clause 3.1 ofthis Agreement. **4.** **JINJIE’s Obligations**4.1 The services to be supplied by T2CN under this Agreement are of an exclusive nature.Throughout the duration of this Agreement, JINJIE shall not, without prior written consentfrom T2CN, enter into any agreement with a third party for the supply by that third party ofany services identical or similar to the services supplied by T2CN under this Agreement.4.2 JINJIE shall, at T2CN’s request, provide information precisely and punctually, as required byT2CN to facilitate its supply of the Services.4.3 JINJIE shall pay T2CN the Consultancy Service Fee in full on time pursuant to Clause 3 ofthis Agreement.4.4 JINJIE shall maintain its goodwill, aggressively promote its business, and maximize therevenues.4.5 It is acknowledged that the registered shareholders of JINJIE as of the date of thisAgreement (**“Existing Shareholders”**) have entered into the Agreement for Pledge of Shares withT2CN dated 26 November 2007, whereby each of the Existing Shareholders has pledged its sharesin JINJIE in favour of T2CN, as security for the performance of the obligations under thisAgreement by JINJIE.
 
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**5.** **Intellectual Property Rights**5.1 T2CN acquires the ownership of any intellectual property rights of the work created ordeveloped during the course of the supply of the Services by T2CN.5.2 JINJIE may, according to this Agreement, use any work derived from the course of the supplyby T2CN of the Consultancy Services under this Agreement, for the purposes of the performanceof this Agreement. This Agreement does not license JINJIE to use any such work in any mannerfor any other purposes. **6.** **Confidentiality**6.1 Throughout the duration of this Agreement, the Parties co-own any and all customer data andother information in respect to JINJIE’s Business or the Services (**“Customer Data”**).6.2 Irrespective of whether this Agreement is terminated, the Parties shall keep in strictconfidence the trade secrets or proprietary information of the other party obtained throughthe performance of this Agreement, the co-shared Customer Data, and any non-public informationof the other party (**“Confidential Information"**). The Party which receives the ConfidentialInformation (**“Receiving Party"**) shall not disclose the same or any part of it to a thirdparty, except where it obtains prior written consent from the other Party, or it is requiredto do so by the Laws, regulations or the rules of the related stock exchange. The ReceivingParty shall not use directly or indirectly the Confidential Information or any part thereofotherwise than for the performance of the Agreement. 6.3 The following information is not considered Confidential Information: (a) information previously known by the Receiving Party as demonstrated bywritten proof; (b) information that comes to the public domain through no fault on the part ofthe Receiving Party, or becomes publicly known for other reasons; or  (c) information acquired by the Receiving Party through other legitimate means.
 
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6.4 The Receiving Party may disclose the Confidential Information to its relevant employees,agents or professional personnel it retains, and shall ensure that the persons listed aboveare bound by this Agreement so as to maintain the confidential state of the ConfidentialInformation, and the use of the Confidential Information solely for the purposes of theperformance of this Agreement. **7.** **Representation and Warranty** 7.1 T2CN hereby represents and warrants as follows: 7.1.1 It was duly incorporated and is legally existing as a limited liability companyunder the laws of the place where it was registered, is an independent juristic person,and has complete and independent legal status and legal capacity to enter into, deliverand perform this Agreement, and may act independently as a party to legal proceedings. 7.1.2 It possesses full powers and authorization to enter into and deliver thisAgreement, and any other documents it is to sign in relation to the transactioncontemplated under this Agreement, and to execute the transaction contemplated underthis Agreement. This Agreement is duly signed and delivered and constitutes a legal andbinding commitment by JINJIE, which may be enforced through compulsory executionproceedings.7.2 JINJIE hereby represents, warrants and undertakes as follows: 7.2.1 It was duly incorporated and is legally existing as a limited liabilitycompany under the laws of the place where it was registered, is an independentjuristic person, and has complete and independent legal status and legal capacity toenter into, deliver and perform this Agreement, and may act independently as a partyto legal proceedings.
 
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 7.2.2 It possesses full powers and authorization to enter into and deliver thisAgreement, and any other documents it is to sign in relation to the transactioncontemplated under this Agreement, and to execute the transaction contemplated underthis Agreement. This Agreement is duly signed and delivered and constitutes a legaland binding commitment by T2CN, which may be enforced through compulsory executionproceedings. 7.2.3 It shall timely notify T2CN of its involvement in any legal proceedings andother adverse circumstances, and mitigate the losses with its best endeavours. 7.2.4 It shall not, without written consent from T2CN, dispose any of its materialassets in any manner, nor shall it change its current shareholders structure. 7.2.5 It shall not cause conclusion of any transaction which may materially affectits assets, responsibilities, business operation, shareholders structure, shareholdingin third party companies, or any other legitimate claims (except for those concludedin the normal course of business, or already disclosed to T2CN with T2CN’s writtenapproval).**8.** **Term**8.1 The Parties hereby acknowledge that this Agreement is formed after duly execution by bothParties. The Parties agree that this Agreement’s effectiveness is dependent on a conditionprecedent: JINJIE’s receiving Internet Content Provider’s License (“ICP License”) from relatedgovernment department of PRC; i.e. this Agreement shall become effective from the date JINJIEreceives the abovementioned ICP License. The term of this Agreement shall expire on 21November, 2024, unless terminated earlier through written agreement by the Parties. JINJIEshall not pay any Consultancy Service Fee to T2CN before this Agreement becomes effective.8.2 The Parties shall adhere to their obligations under Clause 6 of this Agreement after the termination of this Agreement. The termination of this Agreement willnot discharge JINJIE from its obligation to pay any outstanding amount of the ConsultancyService Fee under Clause 3 of this Agreement.
 
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**9.** **Notices**9.1 Any notices, requests, demands or other communications required by or issued pursuant to thisAgreement shall be delivered in writing to the Party concerned.9.2 All notices or other communications given hereunder shall be considered to be given andreceived at the time of: dispatch when sent by facsimile transmission; hand-over when handdelivered; or 5 days after deposit in the mails when sent by post. **10.** **Default**10.1 The Parties agree and acknowledge that any material breach of, or material failure toperform, an obligation under this Agreement by a Party (**“Defaulting Party”**) will constitute anevent of default (**“Event of Default”**), and that the other Party (**“Non-defaulting Party”**) mayrequire the Defaulting Party to rectify the same or to take remedial measures. Where theDefaulting Party fails to do so within a reasonable period of time or 10 days after receipt ofwritten notice and demand for rectification from the Non-defaulting Party, the Non-defaultingParty may choose to: (1) terminate this Agreement and claim damages in full from the Defaulting Party; or  (2) require the Defaulting Party to continue performing its obligations under thisAgreement and claim damages in full from it.10.2 Notwithstanding any other provisions of this Agreement, the validity of this Clause 10 shallsurvive the expiry or termination of this Agreement.
 
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**11.** **Force Majeure**Where a Party cannot perform any provisions under this Agreement or cannot perform the sameaccording to the agreed terms or conditions, due to an event of force majeure, such as earthquake,typhoon, flood, fire, war, computer viruses, defect of operation software, hacker attack, a changeto the policy or laws, or any other event which is unforeseen or the consequence of which is notpreventable or is unavoidable, it shall within 30 days inform the other Party via fax immediatelyand provide the details of the force majeure event, together with documentation to substantiate itsclaim that this Agreement cannot be performed or is performance should be postponed. Thesupporting documentation mentioned above shall be issued by a notary public in the region where theevent of force majeure occurs. The Parties shall negotiate and determine if the performance of thisAgreement is to be partially waived or postponed in light of the impact the event of force majeurehas caused. Neither Party shall be liable for any economic losses caused by an event of forcemajeure.**12.** **Miscellaneous**12.1 This Agreement is made in Chinese and executed in duplicate copies, with one copy to be heldby each Party.12.2 The formation, effectiveness, performance, amendment, interpretation, and termination of thisAgreement shall be governed by the PRC Laws.12.3 Any dispute arising out of or in connection with this Agreement shall be resolved throughnegotiation by the Parties. Where the Parties fail to reach consensus within 30 days afterthe dispute arises, the dispute shall be referred to the Shanghai Sub-commission of ChinaInternational Economic and Trade Arbitration Commission (**“CIETAC”**), for arbitration to beconducted in Shanghai in accordance with CIETAC arbitration rules. The arbitral award will befinal and binding on the Parties.12.4 Any right, privilege, or remedy granted hereunder to a Party does not preclude the otherrights, privileges or remedies the Party may be entitled to under the laws or other provisionsof this Agreement. The exercise of a right, privilege or remedy does not bar the Party fromexercising any other rights, privileges or remedies the Party may be entitled to.
 
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12.5 Failure or delay by a Party in the exercise of a right, privilege or remedy it may have underthe laws or this Agreement (**“Rights”**) shall not be construed as a waiver. Any waiver of oneor more of the Rights does not preclude the exercise of the Rights in another manner or theexercise of the other Rights. 12.6 The headings in this Agreement are for purposes of convenience and ease of reference only andshall not be construed to limit or otherwise affect the meaning of any part of this Agreement. 12.7 The Agreement supersedes and replaces any other previous written or oral agreements concludedby the Parties in respect of the subject matter hereof, and constitutes the entire agreementbetween the Parties. 12.8 Under this Agreement, each clause is severable and independent from the others. If anyprovision of this Agreement is held to be invalid, unlawful or unenforceable, the validity,legitimacy and enforceability of the remaining provisions of this Agreement shall remainintact. 12.9 Any amendment or supplement to this Agreement shall be made in writing, and become effectiveonly until duly signed by both Parties. 12.10 JINJIE shall not assign its rights and/or obligations under this Agreement to any thirdparty without prior written consent from T2CN. T2CN may, to the extent permitted by PRC Laws,assign its rights and/or obligations under this Agreement to any third party with writtennotice to JINJIE. 12.11 This Agreement is binding on any lawful successor(s) of each Party. 12.12 Each of the Parties undertakes to file and pay taxes in connection with the transactioncontemplated under this Agreement in accordance with the law.(End of Text)
 
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IN WITNESS WHEREOF, this Agreement has been duly executed by each of the Parties as of the date andplace first above written.Signed by:**T2CN Information Technology (Shanghai) Co., Ltd.**By: