Form of Exclusive Purchase Agreement



 EXHIBIT 10.19 
 Exclusive Purchase Agreement 
 This Exclusive Purchase Agreement (this “Agreement”)
is entered into on                          , 2006 in China between 
 Party A 
 Acorn Information Technology (Shanghai) Co., Ltd.

 Domicile: Room 669-05 Building No. 2, 351 Guo Shoujing Road, Zhangjiang High-Tech Park, Shanghai

 Legal Representative: Yang Dongjie 
 Party B 
 Yang Dongjie 
 ID No.: 140106196803232637 
 Domicile: Room 301, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing 
 He Chenghong

 ID No.: 610113196410102199 
 Domicile: Room 602, 2885-41 Qixing Road, Minhang, Shanghai 
 Party C 
 ________________________________________                                
                             
 Domicile:
                                        
                                        
                     
 Legal Representative:
                                        
                             
 Party A, Party B and Party C will each be referred to as “a Party” herein and collectively as “the Parties”.

 Whereas 
  

	(1)	Party B constitutes two shareholders of                     , with Yang
Dongjie holding              of its equity, and He Chenghong holding             ; 











	(2)	Party A and Party B have entered into a Loan Agreement dated
                         ,          (the “Loan
Agreement”), pursuant to which Party A shall provide loans to Party B for Party B to acquire                     ’s equity and
to increase                     ’s registered capital; 

  

	(3)	Party A and Party C entered into an Exclusive Technical Service Agreement dated
                         ,          (the “Service
Agreement”), pursuant to which Party A shall provide to Party C technical services; 

  

	(4)	Party B contemplates to pledge all its equity interest in Party C (including Party B’s equity interest in the capital increase of Party C) to Party A. As a party constituting
shareholders of Party C, Party B is aware of and agrees to such equity pledge. 

 Therefore, in consideration of the foregoing premises
and the mutual promises set forth below, the Parties agree as follows: 
  

	1.	Equity Purchase 

  

	(1)	Party B hereby irrevocably grants to Party A the right to purchase at any time, or designate any third party (including China DRTV Inc.) to purchase, all or part of Party B’s
equity interest in Party C, provided permitted under Chinese laws and regulations. Apart from Party A or any third party designated by Party A (including China DRTV), no other person shall have the right to purchase such equity interest. Party C
agrees to such grant by Party B to Party A. For the purpose of this Agreement, a “third party” or a “person” may be a natural person, company, partnership, enterprise, trust agency or other non-corporate entity.


  

	(2)	To the extent permitted under Chinese laws and regulations, Party A shall exercise such right to purchase the equity interest by written notice to Party B specifying the amount of
equity to be purchased; 

  

	(3)	Unless otherwise required under Chinese laws and regulations, the transaction price for the equity transfer hereunder shall be the lowest price permitted under Chinese law;


  

	(4)	All the money obtained by Party B from transfer of its interest in Party C hereunder shall be used to satisfy Party B’s payment obligations under the Loan Agreement.


  

	2.	Representations and Warranties 

  

	(1)	Party B and Party C hereby warrants that, with respect to Party C, 

  

	 	a.	without Party A’s prior written consent, they shall not supplement or amend its articles of association or rules of the company in any manner, nor shall they increase or
decrease its registered capital or change its shareholding structure in any manner; 











	 	b.	they will prudently and effectively maintain its business operations according to good financial and business standards; 

  

	 	c.	without Party A’s prior written consent, they shall not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in its assets or incomes, nor shall
they encumber their assets and income in any way that would affect Party A’s security interest; 

  

	 	d.	they shall not incur or succeed to any debts, nor shall they provide guarantee for or permit the existence of any debts, except those that are incurred during its normal business
operation or agreed to or confirmed by Party A in advance; 

  

	 	e.	without Party A’s prior written consent, they shall not enter into any material contract (exceeding RMB1,000,000 in value), unless it is necessary for the company’s normal
business operation; 

  

	 	f.	without Party A’s prior written consent, they shall not provide any loans or guarantee to any third party; 

  

	 	g.	at Party A’s request, they shall provide Party A with all information regarding Party C’s business operation and financial condition; 

  

	 	h.	they shall purchase insurance from insurance companies acceptable to Party A in such amounts and of such kinds as are customary in the region among companies doing similar business
and having similar assets; 

  

	 	i.	without Party A’s prior written consent, they shall not acquire or consolidate with any third party, nor shall they invest in any third party; 

  

	 	j.	they shall promptly notify Party A of any pending or threatened lawsuit, arbitration or administrative dispute which involve Party C’s assets, business or incomes;


  

	 	k.	without Party A’s prior written consent, they shall not distribute any dividends to the shareholders in any manner, and, at Party A’s request, they shall promptly
distribute all distributable dividends to the shareholders; and 

  

	 	l.	at Party A’s request, they shall appoint, and appoint only, the directors of the company who are nominated by Party A; 

  

	(2)	Party B undertakes that: 

  

	 	a.	apart from relevant provisions in the Equity Interest Pledge Agreement between Party A and Party B, without Party A’s prior written consent, it shall not sell, transfer,
mortgage or otherwise dispose of its lawfully acquired equity interest in Party C; nor shall it place encumbrances on such equity interest that would affect the security interest of Party A ; 











	 	b.	in addition to complying with relevant provisions in the Equity Interest Pledge Agreement between Party A and Party B, it shall cause the directors appointed by it not to approve
any sell, transfer, mortgage or otherwise disposal of its lawfully acquired equity interest in Party C, nor shall it place encumbrances on such equity interest that would affect the security interest of Party A; 

  

	 	c.	it shall cause the Party C’s directors appointed by it not to approve any acquisition of, any consolidation with, or any investment in any third party without Party A’s
prior written consent; 

  

	 	d.	it shall promptly notify Party A of any pending or threatened lawsuit, arbitration or administrative dispute involving its equity interest in Party C; 

  

	 	e.	it shall cause Party C’s directors appointed by it to vote for the equity transfer contemplated herein; 

  

	 	f.	without Party A’s prior written consent, it shall prohibit from committing any act or omission that would materially affect Party C’s assets, business or liabilities;


  

	 	g.	it shall appoint, and appoint only, Party C’s directors that are nominated by Party A; 

  

	 	h.	to the extent permitted by the laws of China, and at any time upon Party A’s request, it shall promptly and unconditionally transfer all of its equity interest in Party C to
Party A or a third party designated by Party A (including China DRTV, Inc.), and cause Party C’s other shareholders to waive their rights of first refusal with respect to such transfer; 

  

	 	i.	to the extent permitted by the laws of China, and at any time upon Party A’s request, it shall cause Party C’s shareholders to promptly and unconditionally transfer all of
their equity interest in Party C to Party A or a third party designated by Party A (including China DRTV, Inc.), and waiver their rights of first refusal with respect to such transfer; and 

  

	 	j.	it shall strictly comply with the provisions of this Agreement, the Equity Pledge Agreement and the Loan Agreement and effectively perform its obligations hereunder and thereunder,
and shall be prohibited from committing any act or omission which may affect the validity or enforceability of the above agreements. 

  

	3.	Taxes and Fees 

 The Parties shall pay, in
accordance with relevant Chinese laws, their respective equity transfer and registration taxes and other charges arising from their preparation and execution of this Agreement and the Equity Transfer Agreement and the completion of the transactions
contemplated herein and therein. 










	4.	Notice 

 Unless there is a written notice regarding
change of address, all notices relating to this Agreement shall be addressed in accordance with the following and delivered by personal delivery, fax or registered mail. If notice is given through registered mail, the date on the confirmation slip
shall be deemed the date of delivery. If notice is given by personal delivery or via fax, the date of actual receipt shall be deemed the date of delivery. In the case of delivery via fax, the original copy of the notice shall be sent to the
following relevant address by personal delivery or by registered mail. 
 Party A 
 Acorn Information Technology (Shanghai) Co. Ltd. 
 Domicile: Room 669-05
Building No. 2, 351 Guo Shoujing Road, Zhangjiang High-Tech Park, Shanghai 
 Party B 
 Yang Dongjie 
 ID No.: 140106196803232637 
 Domicile: Room 301, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing 
 He Chenghong 
 ID No.:
610113196410102199 
 Domicile: Room 602, 2885-41 Qixing Road, Minhang, Shanghai 
 Party C 
 ________________________________________                                
                             
 Domicile:
                                        
                                        
                     
  

	5.	Governing Law and Dispute Resolution 

  

	(1)	This Agreement shall be governed by and interpreted in accordance with the laws of the People’s Republic of China. 

  

	(2)	 Disputes in connection with or arising out of the performance of this Agreement shall first be resolved through consultation between the Parties. If a dispute can
not be 













	 	 
resolved within 30 days after consultation begins, either Party may bring the dispute to the China International Economic and Trade Arbitration Commission in
Beijing for arbitration under the auspices of three arbitrators designated in accordance with its rules. The arbitration award shall be final and binding upon the Parties. 


  

	(3)	Except the matters in dispute, the Parties shall continue to perform other provisions hereof pending the resolution of the dispute. 

  

	6.	Miscellaneous Provisions 

  

	(1)	This Agreement shall be concluded after the signatures or seals of the Parties are affixed to it. The Parties agree that this Agreement will become effective as of January 23,
2005. The term of this Agreement shall be ten years starting from the effective date. Unless Party A terminates this Agreement by written notice three months before the expiration of the term, this Agreement shall automatically be renewed for a term
of another ten years. 

  

	(2)	Any successor to a Party hereto shall assume the rights and obligations of such Party as if it were a Party to this Agreement. 

  

	(3)	Any amendment or supplement hereto shall not be valid without a written agreement between the Parties. 

  

	(4)	The invalidity of any part of this Agreement shall not affect the validity of any other part hereof. 

  

	(5)	This Agreement is executed in Chinese in four equally valid original copies, with one for each of the Parties. The Parties may execute more counterparts if necessary.


  

	(6)	This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all oral and written understandings and agreements
between the Parties with respect to the subject matter prior to the effectiveness of this Agreement. This Agreement shall not be amended without the consent of Party B’s auditing committee or other independent institution of its board of
directors. 

 [The remainder of this page is left intentionally blank] 









 (This is the signature page, which does not contain any part of the text of this
Agreement) 
 Acorn Information Technology (Shanghai) Co., Ltd. (seal) 
 Legal Representative: Yang Dongjie (signature) 
 Yang Dongjie (signature) 
 He Chenghong (signature) 
 ________________________________________                                
                             
 Legal Representative: