In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Ex Input:
Exhibit 10.39

English Translation

Jiangsu Telecom Contract No.: JSXCS1200166CC000

Cooperation Agreement on Mobile Game Business

Between

Dazzle Interactive Network Technologies Co., Ltd.

And

Shenzhen iDreamSky Technology Co., Ltd.

Party A: Dazzle Interactive Network Technologies Co., Ltd. Address: 4F, Han Zhong Hua Mansion, 268 Han Zhong Road, Gu Lou District, Nanjing Zip code: 210001 Contact person: Chen Xi Tel:    Name of account: Dazzle Interactive Network Technologies Co., Ltd Deposit Bank: China Merchants Bank, Chengbei Sub-branch, Nanjing A/C:

Party B: Shenzhen iDreamSky Technology Co., Ltd. Address: 7F, EVOC Technology Building, No. 31 Gaoxin Central 4th Road, Nanshan District, Shenzhen Zip code: 518057 Contact person: Chen Zhiyu Contact Tel:    Name of account: Shenzhen iDreamSky Technology Co., Ltd. Deposit Bank: China Merchants Bank Co., Ltd., CMB Shenzhen Sungang Sub-branch A/C:

    Page 1 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   In order to provide Party A's users with better value-added application services and satisfy the growing market demands, the Parties hereto, upon thorough negotiations based on the principles of equality, mutual benefits, mutual supplementation of advantages, joint development, and fully leveraging the advantages of the Parties hereto in their respective areas of service, the Parties hereto have agreed as follows in respect of the cooperation in mobile game services:

Article 1 Contents and Principles of Cooperation

1.1 Party A, as an Internet business provider, and Party B, as a mobile game content provider, will establish a cooperation relationship in the area of mobile game service.

1.2 The details of the content and application services provided by Party B are: 1) Party B will provide Party A with the mobile games that are developed by itself and have legitimate intellectual properties, or third party mobile games that are acquired by Party B by way of authorization and have been granted legitimate right of use; and 2) Party B will provide Party A the software and hardware technical support (and the timely updates thereof) for game running to secure the stable running of the games.

1.3 Party A shall provide, for a consideration, network resources, portals and such other advertising resources, as well as connection services and business fee calculation/collection service. Party A will charge relevant information fee from the users of Party B's mobile game service, and will share such information fee with Party B as agreed herein.

1.4 Except otherwise agreed between the Parties, Party B will acknowledge and accept the changes in cooperation business and mode proposed by Party A due to business development, and assist Party A in effecting such changes.

1.5 Resources devoted by Party A: business connection platform, network resources, portals and other advertising channels, etc.

1.6 Resources devoted by Party B: mobile game application system and relevant contents (including, without limitation, copyright, right of portrait and such other lawful rights), etc.

1.7 Scope of cooperation service: all users of Party A's interactive platform.

Article 2 Rights and Obligations of Party A

2.1 Party A shall have a preemptive right to carry out mobile game services with Party B on a nationwide basis.

2.2 Party A shall have the right to know and review the business license, relevant qualification certificate, copyright ownership, business permits, bank account and such other information provided by Party B.   Page 2 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   2.3 Party A shall have the right to know the legality of the mobile game information provided by Party B, provided, however, that Party A will not take any responsibilities arising from any illegal or incorrect information provided by Party B.

2.4 Depending on the business and market development, Party A has the right to formulate or amend the business standards, management measures, quality and/or service standards, and communicate the same to Party B in an appropriate form for Party B to comply with. At the same time, these documents will be used by Party A as basis to manage and assess Party B's business operations. The business standards, management measures, quality and/or service standards so formulated or amended shall be equally effective as this Agreement.

2.5 Party A shall be responsible for the day-to-day maintenance of the business billing platform, and provide guidance and assistance to Party B in system connection, debugging and online work to guarantee the stable running of the platform. Party A shall open the network management system and other interface management tools to Party B to facilitate its checking of the charges to users and relevant status of operation, so as to ensure that Party B can monitor the fee charge and operation of its games in a convenient, true and valid manner.

2.6 Party A shall have the right to review the content and sources of the games put online by Party B on the platform, and make confirmation on the business management system in an appropriate form, provided, however, that Party A will not assume any responsibility arising from any illegal contents provided by Party B.

2.7 According to Management Measures for Cooperation in Mobile Game Business (V1.0), Party A shall have the right to review and assess Party B and its various business, select the superior and eliminate the inferior based on Party B's performance in business development, credit points and breaches, reward Party B's creative business and supervise Party B's customer service quality, and may terminate this Agreement with Party B if it fails to reach Party A's standards.   2.8 Party A shall be responsible for the overall advertising of the cooperation business.

2.9 If Party A is investigated by relevant national authority, consumers' association or any other organization, or is claimed legal responsibilities, due to the users' browsing or use of the contents and application services provided by Party B, Party A may unilaterally terminate this Agreement by a written notice, and Party B shall bear any direct and indirect losses thus suffered by Party A, including, without limitation:

  (1) costs of preliminary input and preparatory work made by Party A for performance of this Agreement;

  (2) costs already paid by Party A for performance of this Agreement;

  (3) anticipated gains for Party A's performance of this Agreement;

  (4) costs, indemnities or other payables by Party A in relevant litigations incurred for reasons attributable to Party B.   Page 3 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   2.10 If Party A receives any complaint or notice alleging that any content provided by Party B is involved in an infringement dispute, Party A may suspend the connection of Party B's system, unilaterally terminate this Agreement and suspend the settlement of relevant fees, and notify Party B to delete or shield such content involving infringement. The business will be resumed upon confirmation by Party A after Party B notifies the results to Party A.

2.11 Party A shall construct and maintain the business management system, use the business management system to post notice/announcement, business management measures and relevant policies, and shall inquire, manage and update the information regarding the cooperation. Party A shall provide Party B with its user name and password on the business management system for Party B to log on.

2.12 Party A shall test the business filed by Party B after approving it, and after the test is passed, provide Party B with a written confirmation or otherwise confirm with appropriate forms in the business management system. The official launch time of the business will be the time when Party A officially launches the billing service.

2.13 During the term of cooperation, Party A may suspend its cooperation with Party B if there is user complaint on Party B's service quality issue, which has resulted in adverse social impact; in serious cases, Party A may unilaterally terminate this Agreement.

2.14 Party A may, as requested by customers and market orders, review the business contents and prices filed by Party B, and may withhold the settlement of the information fee incurred by Party B's discretional change of charges.

2.15 Any complaints made by users with respect to the fee charging activities by Party B (except complaints attributable to Party A), once discovered, may be immediately notified by Party A in writing to Party B for correction, and Party A may take measures of fee refunding or suspension of fee charging according to relevant rules and as agreed herein. For complaints which Party B fail to make reasonable explanation, Party A may require Party B to reduce and exempt information fee of relevant users, and based on the seriousness of situation, require Party B to take relevant liabilities for breach of contract in accordance with relevant business management measures.

2.16 Party A shall be entitled to supervise the business conduct of Party B, and Party B shall assist Party A to avoid any adverse impact on Party A's normal business. If Party B's businessconduct causes adverse impact on Party A's normal business in violation of this Agreement, Party A may terminate this Agreement and Party B shall assume relevant liabilities for breach of contract.

Article 3 Rights and Obligations of Party B

3.1 Party B shall be responsible for content development, platform building and maintenance, marketing and customer service of the cooperation business.

3.2 Party B guarantees to have the legal permits and qualifications necessary for the performance of the matters hereunder, including, without limitation, business license with legitimate business scope, qualification for providing contents/application services; Party B shall provide Party A with true and legitimate business permits for Internet information service and relevant business and such other credentials, creditability certificate, certificate for legitimacy of copyright sources, adequate after-sale service system, price approval, bank account and such other documents.   Page 4 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   3.3 Party B must strictly comply with relevant industry laws, rules and standards promulgated by the State, including, without limitation, the PRC Telecommunications Regulations, Administrative Measures on Internet Information Service, Interim Provisions on the Administration of Internet Publishing, Interim Provisions on the Administration of Internet Websites' Engaging in News Publication Services, and such other laws, regulations, policies and industry management rules, and shall not distribute and disseminate illegal, unhealthy, reactionary information or advertisement or such other junk information on the Internet.

3.4 Party B guarantees that it enjoys the intellectual property and civil rights on all the information/application service resources provided by it, has obtained the license and authorization from relevant right owners, and does not infringe on any person's copyright, trademark right, patent right, trade secrets or other intellectual property rights, other property rights, right of portrait or other personal right.

3.5 Party B shall comply with the various rules and requirements in the business standards, management measures, quality and/or service standards formulated or amended by Party A, which shall be equally binding as this Agreement.

3.6 Party B guarantees that the prices of the various business it provides are in line with the pricing policies of the State, and it will be responsible for any price complaints made by relevant administrative authority or users.

3.7 Party B may negotiate the mode of cooperation with Party A, and may determine the operation strategy for its mobile game service business, provided, however that the pricing of its business shall be approved by Party A and filed to relevant authority for record.

3.8 In case of any issues of Party B's own systems (such as WAP website or game server) that affect Party A's communications system, Party B shall submit to the connection control by Party A thereon, and any consequence thus incurred shall be fully taken by Party B itself.

3.9 Party B shall undertake allliabilities arising from the wireless value-added business provided by any third party to the users in any form whatsoever through Party B's maintenance interface. Party B shall not transfer the business interface provided by Party A to a third party in any form whatsoever, and Party A will not be responsible toward any users or third party with respect thereto.

3.10 As required by relevant regulations of the State and as requested by Party A, Party B shall provide relevant qualification certificates when applying to open and add business, to evidence that it has sufficient qualification, capability and authority to conduct such business. Party B shall guarantee that such qualification certificates are true and valid, while Party A is not obliged to inspect the authenticity and validity of such qualification certificates.   Page 5 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   3.11 Party B's conduct of value-added business has to pass necessary technical test. If such business fails to pass the test as required by Party A for reasons attributable to Party B as of the commencement date of such test period, the application of such business shall be null and void, and the costs of such technical tests shall be borne by Party B. Party B has to submit a new application for such business if it wishes to continue the cooperation in this business.

3.12 Party B shall not carry out business testing or provide business to customers at its own discretion without obtaining Party A's consent.

3.13 Party B shall make available to Party A the network access and authority for business inquiry and cancellation and upon the request of Party A, may provide such data/reports on user development, user classification, user habits and business outlook forecasts, and will convey to Party A in time the user files that may be required for management of such business to ensure the real-time update of Party A's user data room. At the same time, the Parties confirm that Party A shall have the ownership of the user files, and the user files and information shall belong to Party A's confidential information, for which Party B shall take the confidentiality obligation hereunder; Party B shall not use such information for any purposes other than those agreed herein without authorization, or provide such information to any third party in any manner whatsoever.

3.14 Party B shall resolve any disputes arising from the safety and legality of the information contents or services it provides, and shall guarantee that the services it provides will not expose Party A's communications network, value-added business platform or other third party interests to any significant potential risks. Party B shall assume any losses thus incurred to Party A and/or any third party and appropriately declare its responsibility in public and eliminate any adverse impact.

3.15 Without Party A's prior consent, Party B shall not imbed business at mobile terminal or UTK/STK/OTA cards, whether on its own or together with other mobile terminal companies.

3.16 Party B shall mark the brand of China Telecom Mobile Game on the external promotion and advertisement of the cooperation contents of the Parties; the name of Party A may, but neither the logo of China Telecom nor the customer service number 10000 shall appear at such advertisements. The contents of the business described by Party B in any media (e.g. newspaper, radio, TV, leaflets, webpages, etc.) shall obtain the prior written consent of Party A, and Party B shall not post any business content description to which Party A objects.

3.17 When providing services to users, Party B shall not, in any manner including but not limited to coercion, cajole, fraud or cheat, in order to make users order tailored business and charge fees therefor, or otherwise increase any unnecessary costs to users.

3.18 Party B shall not advertise, or make any statement favorable for, any competitor having the same or similar business scope as Party A in the services it provides.   Page 6 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   3.19 Party B may use its user name and passwords on the business management system to log in, and effect such functions as application for value-added business, company information maintenance, information exchange between the Parties regarding their cooperation in value-added business. Party B shall truthfully register/update in time its name, designated bank, account, contact person, customer service and such other information, and properly keep and maintain any contract information, settlement information, information on handling of complaints and breach of contract as generated by the business management system. Party B shall take proper care of, and shall not allow any third party to use, its user name and password for the business management system. Any losses incurred to either Party or users arising from other person's knowledge of Party B's user name and password for reasons attributable to Party B shall be borne by Party B on its own.   3.20 Party B shall have the right to obtain the information fee settled by Party A.

3.21 Except otherwise expressly agreed between the parties or agreed by Party A beforehand, Party B shall not transfer any cooperation business to a third party in any form whatsoever. Any transfer in violation hereof shall be deemed as a breach by Party B, for which Party B shall take relevant breaching liability and Party A may terminate this Agreement, suspend fee settlement and require Party B to undertake any direct or indirect loss thus caused.

3.22 In case of subject change of Party B (the change of holding entity of its business license or license for value-added telecommunications business (ISP Certificate)), Party B shall settle all fees payable to Party A and if there is no pending breach to be resolved, provide the approving notice on subject change issued by AIC, and may complete the relevant subject change procedures only after approved by Party A.   3.23 Party B shall pay performance deposit to Party A on time and in full amount as agreed herein.

Article 4 Standard Business Practices

4.1 Party A shall provide Party B with the interface parameters of WAP gateway, SMS gateway and relevant platform, and assist Party B in business debugging, testing and opening.

4.2 The boundary to divide the respective areas of maintenance by the Parties shall be the gateway equipment and the interface from telecommunication business platform to Party B's equipment. The equipment on the inner side of the interface shall be maintained by Party A's maintenance department, and the equipment on the outer side of the interface shall be maintained by Party B. If Party B uses an exclusive line, then the interface cable and its connectivity shall be in the charge of the applicant for such exclusive line and the other Party shall provide assistance.

4.3 Party B shall be responsible for the building and maintenance of its systems, including all hardware equipment, system debugging, opening, and system maintenance work relating to the the wireless value-added business under this Agreement and the costs of each of the foregoing .

4.4 Party B shall be responsible for the interconnection of Party B's systems with the various gateways or servers of Party A and the application, renting and maintenance of relevant communication circuit, and bear the corresponding costs.   Page 7 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   4.5 Party B guarantees that the debugging, connection and system maintenance work of its systems will not be carried out in the busy hours of Party A's business, and all work that may have comparative big impact on the users must be done late at night to minimize the impact on the users' use of wireless value-added business. Party B further guarantees that such work will not impact the normal running of Party A's network and it will assume relevant liabilities for malfunctions of Party A's network system thus incurred.

4.6 Any debugging, connection and system modification work by Party B to its systems must be notified to Party A in advance and obtain Party A's confirmation, after which Party B should announce to users via email, advertisement, SMS or other effective manner, so as to minimize the impact on users.

4.7 Party B shall submit to any adjustment arrangement made by Party A to data traffic in urgent cases for purposes of guaranteeing the normal stability of the various value-added business.

4.8 Party B guarantees to provide 24 hour non-interrupted system maintenance.

4.9 Party A shall define the scope of effective billing customers of mobile business, and the information fee incurred by invalid user number or the user number not covered by business will not be settled.

4.10 No fees will be charged to such numbers as provided by Party A that suspend service, that are canceled or recovered from the following month. In case Party B fails to respond or respond in time, Party A may claim breaching liabilities by Party B and deduct the corresponding amount at the time of settlement.

4.11 Party B shall make sure that prior to its provision (including marketing and business advertising) of any service to users (including paid service and free service), it will thoroughly notify the users in a proper form, and ensure that the users are fully aware of, the content, means of provision, standard fee rate (information fee and communication fee), frequency of transmission, method of use, manner of cancellation, customer service call number and such other information users need to know for ordering service and make payment for such service. Party B may provide such service to users only upon obtaining the consent of users in a provable manner, and is prohibited to provide services to users without users' proper knowledge. Party B shall not purposefully intercept information, or discretionally send advertising information to users. In case of such breach by Party B, it shall assmue all liabilities.

4.12 The business operated by Party B shall be confined to the category provided in Article 1 hereof. Any business beyond such scope shall be subject to an application filed by Party B to Party A via facsimile affixed with official seal, and may be opened and put in practice only after it is approved by Party A and has successfully passed the test. The application facsimile aforementioned shall specify the reason, expected time for business opening and business description. If Party B is discovered to have discretionally opened a business that fails to be approved by Party A, Party A may refuse to settle all the fees and terminate the cooperation.   Page 8 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   4.13 Party B must provide users with unified method for inquiries and service cancellation.

4.14 For business that is officially opened after being approved by Party A, Party B may apply for fee rate change at least three months after the date on which such business is opened. After obtaining the approval from Party A and the official opening of the business, Party B shall properlynotify the users about such information about the details of fee rate change, the way to cancel the ordered service, customer service call number of Party B, and post the change notice (which shall last for one month) at a prominent location on Party B's website; Party B may change the rate of information fee for the business in close cooperation with a third party information source only after such planned change has been announced simultaneously at the main advertising media of such third party information source.

4.15 The Parties shall keep records of users' use of the business for at least 6 months, and shall keep the record of user's customized business until more than 6 months after the business is canceled by relevant user.

4.16 The Parties shall act according to the relevant policies promulgated by the competent industry administration authority (if any).

4.17 The Parties confirm to initially adopt such billing modes as payment by month, by time or by length of time for Party B's users; other more reasonable billing modes may be additionally adopted upon negotiations between the Parties.

4.18 Party B shall establish a black list policy for customer service, based on which Party B will include the users who maliciously owe fees or customize services into a black list for management, and Party B shall well explain such policy to relevant users. Party B shall use technical means to monitor the extraordinary traffic, and implement monitor alert and restriction on any owed fees that may be produced by large amount of information fee (over RMB 150/day/user) arising from malicious customization and ordering of services. Party B shall take restrictive measures on the canceled or recovered user numbers provided by Party A every day, and take restrictive measures on the canceled or empty numbers every month. In case Party B fails to take measures on such users, or fails to take measures in time, it shall be responsible for all high-value maliciously owed fees or such other owed fees arising from the using of mobile game services by the users with canceled or suspended number, and Party A will deduct such amounts from the information fee to be settled.

4.19 Party B shall not discretionally provide inquiry services of detailed bills of information fee to users, which shall be provided by Party A instead.

4.20 Users using services abroad may cancel the mobile game service already ordered, and Party B is obliged to respond and confirm such request for cancellation in time. When the customer opens such service, Party B has the duty to declare to the users that any international communication fee incurred due to the customer's failure to cancel any ordered mobile game service or the customer's continued use of any mobile game service in the roaming state will all be borne by users on their own.   Page 9 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   Article 5 Customer Service

5.1 Party A will use 4008289289, the technical support hotline of its customer service center as the call center for receiving and handling complaints and superviing partner services. Party A will be responsible for user inquiries, claims and complaints arising from network communication issues and billing issues, and Party A's customer service center will allocate and distribute the complaints on online complaint handling system.

5.2 Party B shall provide standardized and adequate customer service system to deal with the consultation, claims and complaints by users with respect to the relevant application services or contents it provides. Such system shall include, without limitation:

  (1) Customer service call: 24 hours a day, 7 days a week in service, which shall be service numbers starting with 800 or 4008, and shall notbe ordinary in-city number or mobile number;

  (2) Platform functions: customer systems having such functions as exchange, automatic call distribution, computer telephony integration,interactive voice response, manual agent, recording, data base, business preposition, etc.;

  (3) Business functions: customer service center will have mainly functions represented by in-calls and manual service, such as informationinquiries, business cancellation, business consulting and complaint handling;

  (4) Seat placing: SP's customer service shall have at least 5 seats and 12 in-call customer service staff;

  (5) System performance and business targets: call completion rate by the system: 99% and level of service (call completion rate by manualservice in 20 seconds): 80%;

  (6) Email box for complaints.

5.3 Both Parties shall provide customers with multiple convenient means of business ordering inquiry and business cancellation. Party A shall have the right to use technical and managerial methods to control and manage Party B's ordering relationship and provide its own means for business inquiries and cancellation.

5.4 Party B shall be responsible for all kinds of customer inquiries and complaints arising from problems not related to Party A's network communication and platform during the cooperation. Party B shall clearly specify and make public the channel and body by which the business consulting, claims and complaints will be accepted. Party B shall be obliged to visit the online complaint handling system every day and respond to the complaints within 24 hours.

5.5 The Parties agree that the complaints shall be resolved within 72 hours, and Party B shall provide party A with the list of relevant persons and their respective details of contact and guarantee smooth communications 24 hours a day.

5.6 The Parties will adopt the first inquiry responsibility system for user complaints, which means that the party receiving the user complaint shall be responsible to coordinate and properly resolve the questions raised by the users, regardless of which Party shall take the final responsibility. If the issue does involve the other Party, such other Party shall assist Party receiving the complaint ton resolve the issue.   Page 10 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   5.7 For the consulting or complaints that can be resolved by Party B only, Party A shall notify Party B by way of work order flow and Party B shall respond within 24 hours and completely resolve such complaints within 72 hours. If Party B fails to resolve the issue within 72 hours, or if any user refuses to pay the information fee due to reasons attributable to Party B's services, Party B shall deduct or exempt relevant fees for such user. If a fee refund is needed, the relevant amount will be deducted by Party A at the time of settlement with Party B.

5.8 If neither Party is able to judge which Party shall be responsible for the consulting or complaints it receives, it shall contact the other Party within 1 hour to find out the responsible Party and help the customer to solve the problem as soon as practicable. Neither Party shall shuffle its due responsibility to other Party.

5.9 For those customer complaints for which neither Party is able to give reasonable explanations, Party B shall deduct or exempt relevant fees for such user upon the request of Party A. If a fee refund is needed, the relevant amount will be deducted by Party A at the time of settlement with Party B.

5.10 If any user complaint is caused due to the fact that a service fails to satisfy its advertised quality commitments, then the Party making such commitments shall be responsible to reply to the users and solve the complained issues, and the other Party shall give necessary assistance.

5.11 If Party B exits this Agreement due to poor management or is unable to continue providing value-added business for other reasons of its own, Party B shall directly explain to users and handle the after-exit arrangements. Except for the exit according to the exit mechanism provided herein, Party B shall inform Party A and obtain its consent regarding the cease of value-added business provision three months in advance; Party A shall timely terminate its service to collect information fee on behalf of Party B, and assist Party B in making explanations and descriptions to users.

5.12 The Parties shall strictly comply with the regulations of Ministry of Information Industry and other relevant authorities, and adopt compensation first principle with respect to user complaints, which means to first refund any amounts in respect of the complaint or objection to users before finding out which Party shall be responsible. The amounts so refunded shall be deducted from the settlement amounts between the Parties. If such user complaint is caused by any breach by Party B hereunder, Party B shall undertake relevant breaching liabilities.

Article 6 Performance Bond

6.1 Upon negotiations between the Parties, Party B will pay Party A RMB three thousand (3,000) as performance bond after this Agreement comes into force.

6.2 If Party A discovers in its spot checks conducted from time to time that any game, software, business, works, content or service provided by Party B is not in compliance with laws, regulations, industry rules, Party A's management measures or contractual agreement, Party B shall pay Party A additional amount of performance bond at RMB5,000 per violation, or RMB10,000 per business, to be payable to by Party B within 10 working days after the results of copyright spot checks are posted.   Page 11 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   6.3 If any game, software, business, works, content or service provided by Party B has intellectual property defects or other right defects or other illegal issues, or Party A or any of its relevant bodies faces accusation, lawsuit, complaint, negative media report, administrative penalty, then Party A will temporarily withhold the settlement payment during the period when such dispute is pending for at least RMB50,000 per violation (business), and deduct from the performance bond already paid by Party B; at the same time, Party B shall pay an additional performance bond at an amount equivalent to the original one, within 10 working days upon the occurrence of the dispute. For the second time of the aforementioned violation, the amount of performance bond shall be additionally paid at RMB3,000 per time on the basis of the amount previous paid. For the third time of the aforementioned violation, Party A will withhold the full amount of the performance bond already paid by Party B, and terminate the full-range business cooperation for one year.

6.4 If Party B fails to properly solve the accusation, lawsuit, complaint, negative media report, administrative penalty and such other dispute, which has brought goodwill or economic loss to Party A, Party A will withhold all amounts whose settlement has been suspended and full amount of the performance bond already paid by Party B, and terminate the full-range business cooperation for one year.

6.5 Within two years upon the termination of the cooperation between the Parties, if no legal dispute involving Party B has occurred, Party A will refund (without interest) the performance bond to Party B within 30 working days upon the day immediately following the 2nd anniversary of the cooperation termination.

6.6 The correspondent bank account for performance bond:

Account name of Party A: Dazzle Interactive Network Technologies Co., Ltd. Deposit bank: Shanghai Pudong Development Bank, Business Office of Nanjing Branch A/C:

Account name of Party B: Shenzhen iDreamSky Technology Co., Ltd. Deposit Bank: China Merchants Bank Co., Ltd., CMB Shenzhen Sungang Sub-branch A/C:

6.7 This article shall be applied to all agreements executed by and between the Parties.

Article 7 Billing and Settlement

7.1 The prices of information fee shall be formulated by Party B and approved by Party A in principle, provided that Party A may propose advice regarding fee rate and negotiate such proposal with Party B. any changes to the prices of information fee (including the changes in means of fee charging) may be implemented formally only after confirmed by Party A. All billing and settlement shall be subject to the provisions of Management Measures for Cooperation in Mobile Game Business (V1.0).   Page 12 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   7.2 The successful charging bill collected on Party A's billing system shall be used by the Parties as the basis for settlement of information fees; the business billed by time shall be calculated based on the successful receipt of the business by the customer; business subject to monthly payment shall be based on customer's true ordering. Party A shall deduct from the payable information fee, the amount of information fee refused to be paid by any users due to Party B's service quality.

7.3 Billing cycle: the statistic cycle of total amount of Party B's information fee on Party A's billing system is normally based on calendar month, starting from 0 o'clock on the 1st day of a calendar month and ending at 24 o' clock on the last day of such month.

7.4 Mode of distribution: the cooperation may be divided into two categories, content cooperation and channel cooperation, according to the different rights and responsibilities of the Parties in the cooperation.

  7.4.1 Detailed rules for content cooperation settlement

7.4.1.1   All kinds of communication fee income incurred from the user's or Party B's use of communication network shall belong to Party A in full amount.

7.4.1.2   8% (or the actual bad debt rate if such actual rate exceeds 8%) of the receivable information fees in the corresponding month will be allocated and deducted as the provisions for bad debts.

7.4.1.3



Party A will deduct the expenses for fee collection at the percentage provided in the agreement executed with the fee collection agent (the current sharing percentage of China Telecom is 15%, and the sharing percentage of other fee collection channels shall be calculated as actually incurred).

7.4.1.4



After the bad debt provisions and the part allocated to the fee collection agent are deducted from the total revenue, Party B will obtain 70% of the remaining revenue (total revenue * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel) * 70%).

7.4.1.5



The Parties shall jointly determine the settlement amount according to system data records and statement provided by Party A, provided that any expenses incurred by the testing account used by the Parties for business testing shall not be included in settlement.

7.4.1.6   The detailed practices for settlement in content cooperation are set out in Management Measures for Cooperation in Mobile Game Business (V1.0).   Page 13 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000     7.4.2 If Party B agrees to participate in the mode of channel cooperation, details of settlement are listed as follows:

7.4.2.1   All kinds of communication fee income incurred from the user's or Party B's use of communication network shall belong to Party A in full amount.

7.4.2.2   8% (or the actual bad debt rate if such actual rate exceeds 8%) of the receivable information fees in the corresponding month will be allocated and deducted as the provisions for bad debts.

7.4.2.3   Party A will deduct the expenses for fee collection at 15% (or the actual fee collection expense rate if such actual rate exceeds 15%) as provided in the agreement executed with the fee collection agent.

7.4.2.4



After the bad debt provisions and the part allocated to the fee collection agent are deducted from the total revenue, Party B will obtain 40% of the remaining revenue (total revenue * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel) * 40%)

7.4.2.5



The Parties shall jointly determine the settlement amount according to system data records and statement provided by Party A, provided that any expenses incurred by the testing account used by the Parties for business testing shall not be included in settlement.

7.4.2.6   The detailed practices for settlement in content cooperation are set out in Management Measures for Cooperation in Mobile Game Business (V1.0).

7.5 If Party B agrees to sign off Party A's access bundle sales or favorable package or such other packaged promotional activities, the fee rate can be adjusted appropriately upon negotiations between the Parties.

7.5.1 8% (or the actual bad debt rate if such actual rate exceeds 8%) of the receivable information fees of the corresponding month will be allocated and deducted as the provisions for bad debts.

7.5.2 Party A will deduct the expenses for fee collection at the percentage provided in the agreement executed with the fee collection agent (the current sharing percentage of China Telecom is 15%, and the sharing percentage of other fee collection channels shall be calculated as actually incurred).   Page 14 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   7.5.3 After the bad debt provisions and the part allocated to the fee collection agent are deducted from the total revenue (total revenue * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel)), Party A, on the one side, and all content providers participating in such access bundle sales, favorable package or other packaged promotional activities, on the other side, shall share the income at a ratio of 50%:50% (Party A: all content providers participating in such business). Party B and all the other content providers participating in such business shall share such 50% of income according to the proportion of the usage of their business to the total usage. The formula for calculation shall be:

(1) If the game package only includes multiple console games:

Based on the amount of downloads of the console games, the sharing percentage among all CSPs in the package shall be calculated as follows:

Total income of game package * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel) *50% * (number of downloads of such CSP's online game/aggregate number of downloads of all console games contained in the game package)

(2) If the game package only includes multiple WAP social online games:

Based on the amount of logons of the online games, the sharing percentage among all CSPs in the package shall be calculated as follows:

Total income of game package * (1 - bad debt rate) * (1 - sharing percentage for fee collection channel) *50% * (logons of such CSP's online game/sum of logons of all online games contained in the game package)

The detailed practices are set out in Management Measures for Cooperation in Mobile Game Business (V1.0).

7.6 The Parties shall settle the payment every month, and the initial settlement period shall be the end of the third month, which means that the information service fee generated in the first month shall be paid to the account of the partner by the end of the third month. When requesting payment of relevant contract price from Party A, Party B has to:

(1) provide official invoices that are in compliance with the requirements of State tax laws by the 25t h of the second month (Party B, instead of any of its affiliates, shall be the invoice issuer);

(2) provide the payment request confirmed by the Parties; and

(3) pay the performance bond as required in Article 6 hereof.

7.7 The settlement shall be made based on Party A's data. If there is any discrepancy between the billing data of the Parties, and such discrepancy reaches over 5% of Party A's data, Party B may request account reconciliation via CSP management system within 5 working days after the settlement information is posted, and shall deliver the account statement and invoices confirmed with a stamp to the contact person of Party A by the 25th of the second month. If Party B fails to make such account reconciliation request within such prescribed period of time, Party A may refuse to accept and deal with such request. If Party B's billing data is confirmed as correct after investigation, the relevant account will be adjusted in the following month. Any CSP's failure to request account reconciliation in time shall be deemed as the tacit acceptance of the settlement data by such CSP, and Party A may refuse to accept any further account reconciliation request made by such CSP for the relevant settlement month.   Page 15 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   7.8 All business revenue payable to Party B calculated by Party A according to the sharing percentages for different business under cooperation between the Parties, minus (or plus) other expenses payable (or receivable) by Party B, shall be the revenue to be finally settled to Party B (the Settled Information Service Dee). The aforementioned other expenses shall include, without limitation, penalty deducted for breach and co- location fee. As agreed between the Parties, Party B's business revenue and other payable expenses may be settled separately and apply different settlement process.

7.9 Party B shall make timely update of its information of bank account and such other information necessary for payment as registered on the business management system. If Party B's failure to update such payment information in time renders Party A's payment to be rejected by the bank, or causes other difficulties that prevent Party A from making timely payment, then Party A will postpone such payment till the June or December closest to the time when Party A learns about the correct bank account of Party B without taking any breaching responsibility for overdue payment.

7.10 Any change of Party B's corporate name shall be notified to Party A in time via the business management system or other appropriate means. After such change of Party B's corporate name, any amounts payable by Party A to Party B, whether incurred before or after such change, shall all be paid to the bank account with the changed name of Party B. If Party A fails to make the payment on time due to Party B's failure to properly complete the name change procedures, Party A will postpone such payment.

7.11 If Party B terminates this Agreement pursuant to its terms, the Parties will settle the information service fee accrued prior to the termination. At the settlement, the Parties will determine the settlement method, cycle and process and implement the settlement by reference to the rules hereof regarding the deduction of information service fee or penalty fine in case of breach.   7.12 Each Party shall undertake its own due taxes.

7.13 Party A may refuse to settle the information fee incurred by stolen user numbers as proved by public security department or acknowledged by both parties.

7.14 The abnormal consumption that may be written off with the help of Party B shall be deducted from the Settled Information Service Fee of the current period after confirmed by the Parties, and Party A shall refund such fee to the relevant users.

7.15 Party B shall be obliged to assist Party A in taking necessary effective steps to reduce the number of abnormal deals.

7.16 Party B shall not make self-consumption and other violations detrimental to Party A's interests. Such violating acts, once discovered, shall grant Party A with a right to deduct all settlement amounts of the current month payable to Party B, and Party B will claim breaching responsibility against Party B according to the extent of impact, including penalty fines, suspension of settlement, suspension of business up to termination of cooperation.   Page 16 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   Article 8 Relevant Undertakings

8.1 Party B undertakes that the games, software, business, works, contents or services it provides are all in compliance with relevant laws, rules and regulations of the State and are free of any ownership defect, and Party B has executed necessary authorization/license agreement with the right owner and/or the agent thereof in accordance with applicable requirements.

8.2 Party B will be deemed to have committed a breach hereunder if a third person initiates any legal or administrative proceedings (collectively the Infringement Charges) alleging that Party A or any of its affiliated companies or entities has infringed on the legitimate rights and interests of such third person (including but not limited to intellectual property rights), or if Party A or any of its affiliated companies or entities is threatened with administrative penalties. Upon a notice to Party B, Party A shall have the right to freeze Party B's settlement account, and Party B will take responsibilities toward such third person and indemnify Party A or any of its affiliated companies or entities for all costs and expenses thus incurred, including, without limitation, any and all litigation fees, travelling costs, attorney fees, amount of settlement or any compensation provided in the final sentence. Such costs and expenses incurred may be deducted by Party A directly from the performance deposit or any unsettled payment under this Agreement or other agreements; any shortfall shall be paid by Party B within 3 working days upon the notice from Party A. This article shall survive the termination of this Agreement.

8.3 The Parties may negotiate separately the terms regarding the use of Party A's enterprise name, service brand, business brand, trademark, markings or logo, etc. in the business hereunder. Party B shall not use any of the foregoing in any form whatsoever without reaching an agreement with Party A or obtaining Party A's prior written confirmation; otherwise, an infringement will be constituted. In such case, Party B shall eliminate the negative impact and compensate Party A for any losses thus caused.

8.4 Party B shall not, in any manner whatsoever, mislead the users into believing that any game, software, business, works, content or service it provides on its own is provided by Party A or by both Parties.

8.5 Neither Party shall use or imitate the other Party's business name, trademark, patterns, service logo, symbols, code, model or initials in its advertisements or in public places without the written permit of such other Party; neither Party shall claim its ownership over such other Party's business name, trademark, patterns, service logo, symbols, code, model or initials.

Article 9 Security and Confidentiality

9.1 Party A guarantees the completeness of all information/application service resources it provides, and Party A undertakes not to sell, transfer, duplicate, lease or hand over any content or app provided by Party B to any third party entity or individual in any form whatsoever (including in edited, abridged or added version), unless otherwise provided by laws.   Page 17 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   9.2 Neither Party shall divulge or disclose this Agreement to any third party without written consent of the other Party.

9.3 Each Party shall have the obligation of confidentiality with respect to any and all information and documents provided by the other Party over the course of business development and operation, and neither Party may disclose such information to a third party, or use such information for any purposes other than cooperation project development without the written consent of the other Party (except for the disclosure made in response to the requirements of laws, regulations or relevant regulators); otherwise, such Party shall assume relevant legal responsibility toward the other Party; provided, however, that any information that has already been possessed by a Party, has been obtained from a third party through lawful approaches, or has become publicly available prior to the disclosure shall not belong to the aforementioned confidential information.

9.4 The obligation of confidentiality provided in this article shall survive the termination of this Agreement.

Article 10 Liabilities for Breach of Agreement

10.1 Both Parties shall strictly comply with the terms of this Agreement; a Party's failure to perform any of its own obligations, undertakings or covenants, or its violation of any of its statements hereunder, which brings damage to the interests of the other Party or renders the cooperation business impossible to be continued, shall be operated as a breach, and the breaching Party shall assume the liabilities for breach by indemnifying the other Party for any loss thus incurred and paying the penalty provided by relevant term hereof. In case of any damage to the other Party's reputation, the breaching Party shall also undertake such liabilities as stopping damage, making apologies and restoring reputation.

10.2 In case this Agreement and its appendices is unable to be performed or fully performed due to a breach by a Party, the breaching Party shall assume the breaching liabilities and the non-breaching Party may terminate the cooperation business, and may further claim legal and economic responsibility from the breaching party if the breaching Party causes adverse social impact or economic losses to the non-breaching Party. In case of breach by both Parties, the Parties shall assume their respective due responsibilities according to the actual situation.

10.3 If Party B unilaterally terminates this Agreement, or is penalized with termination of cooperation according to Management Measures for Game Partner Credit Points, or if Party A terminates this Agreement pursuant to the terms hereof, Party B agrees:

  (1) to offer one-month exit grace period during which Party B shall continue to provide services for customers and publish announcementin respect of the cease of its services at its website;

  (2) to pay off penalty fines and performance bond to Party A in full amount; and

  (3) that Party A shall have the right not to settle the outstanding and unsettled payments.   Page 18 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   10.4 Neither Party shall assume any breaching liability if this Agreement is terminated due to the industry regulation by government (a written document shall be provided) or other event of force majeure.

10.5 Party A will not be responsible to compensate Party A for any loss arising from the malfunction caused by Party A's equipment, system or network and such other non-human caused reasons, but shall be obliged to fix the malfunction as soon as possible.

10.6 Party A will not take any responsibility if the conduct of business agreed herein is impacted when Party A is carrying out necessary construction or network building.

10.7 If Party A discovers that Party B has violated the Integrity Agreement attached hereto by bribing Party A's working personnel, Party A may elect to impose a penalty of RMB10,000 to 100,000, suspend cooperation for 1-3 years or terminate the cooperation depending on the seriousness of the violation and the consequences thus brought about, and any loss thus incurred to Party A shall be borne by Party B.

10.8 Any of the following acts by Party B shall constitute its breach hereunder, in which case Party A shall have the right to immediately stop the interface of Party B's system, suspend settlement, and require Party B to penalty at an amount equivalent to 100% of the total amount of its receivable information fee of the then-current month or RMB3,000, whichever is higher. Any loss thus incurred to party A shall be fully borne by Party B. If Party B manages to complete the remedy to the satisfaction of Party A within 10 working days, Party A will resume the interface of Party B's system and resume the settlement; if Party B fails to complete the remedy within such 10 working days, or the completed remedy still fails to reach Party A's requirements, or Party B has committed three breaches accumulatively, Party A may notify Party B to terminate this Agreement:

  (1) Party B's service has any content that is illegal, in violation of rules, reactionary or against the principle of public order and good socialcustoms;

  (2) Party A has received from different users over 15 (included) justified complaints within one day, or over 50 (included) justifiedcomplaints within 30 days about the same subject;

  (3) The user complaints incurred due to reasons attributable to Party B have caused adverse social impact, or have been reported to newsmedia, administration of telecommunication, AIC or other relevant government agency;

  (4) Party B is accused, or causes Party A to be accused of infringement, or Party or Party B is sued by others, penalized or reported bymedia for reasons attributable to Party B;   Page 19 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000

  (5) Party B violates laws, rules or regulations of the sector, or any documents, management measures or policies of telecommunication orrelevant industry authority;

  (6) Any hardware, software, business or game provided by Party B in this business is held by Party A to fail to satisfy the businessrequirements upon its testing, or is withdrawn by Party B earlier than agreed;

  (7) Party B fails to have the relevant qualification, or provide its services beyond the permitted scope of its qualification;

  (8) Party B discretionally discloses Party A's trade secrets, technical files, marketing plan, customer files, cooperation agreement and otherkey secrets to any third party;

  (9) Party B unilaterally amends, terminates or refuses to perform, this Agreement without justified reason and without first reaching anagreement with Party A;

  (10) Party B fails to obey the business supervision or management of Party A, or fails to remediate as required by Party A;

  (11) Party B infringes on the communication secrets or personal privacy of users or other persons; (12) Party B delays or fails to fullyperform its obligations and duties hereunder;

  (13) Party B breaches the Undertakings on Network Access Information Safety;

  (14) Party B discretionally uses Party A's name, logo or other relevant information without Party A's consent, which causes adverse impactor economic loss to Party A;

  (15) Party B's illegal advertising or practices has resulted in indemnification or negative media reports of Party A;

  (16) Party B's 24-hour customer service call and other relevant information fails to match that existing on the service system, or fails to beaccessed normally, or fails to make response for a long time;

  (17) Party B fails to provide the customer service support as required by this Agreement and business management measures, shuffle responsibility to others, or fails to respond to any customer claims or complaints transferred by Party A in time as required by its commitments hereunder or Party A's management measures;

  (18) Party B's other breach, or acts that are illegal, violating or detrimental to Party A's interests.   Page 20 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   10.9 In case of Party B's other breach of this Agreement or of Party A's relevant management rules, Party A may claim breaching liability from Party B pursuant to thereto, and may terminate this Agreement. At the same time, Party B shall take full responsibilities to compensate any loss incurred to Party A due to Party B's such breach.

10.10 Notwithstanding anything herein is provided in contrary, Party A will not be responsible for any loss of expected benefits, goodwill loss, and data damage or loss arising from acts of Party B hereunder.

10.11 If Party B should pay penalty fines and/or assume compensation liability according to this Agreement or Party A's relevant management rules, Party A shall have the right to deduct the relevant amount directly from any settlement payment or performance bond.

Article 11 Force Majeure

11.1 In case this Agreement is unable to be performed or fully performed due to any accident or event of force majeure, neither Party shall compensate the other Party for any economic loss thus suffered. The Party encountering such event of force majeure shall immediately inform the circumstances to the other Party in writing and within fifteen days, shall provide the detailed information of the event and a valid document evidencing the reasons why this Agreement cannot be performed or fully performed or the performance of this Agreement needs to be postponed. The Parties shall negotiate to decide whether to continue the performance of this Agreement or terminate this Agreement according to the extent of the effect on the performance hereof.

Article 12 Dispute Resolution

12.1 Any disputes between the Parties arising from the performance of this Agreement shall be resolved through amicable negotiations; in case such negotiations fail, both Parties agree to submit the dispute to the competent court where Party A is domiciled.

12.2 In case of disputes between the Parties over certain provisions hereof, or when any such dispute is pending for resolution, the Parties shall continue to implement the other provisions hereof except the disputed provisions.

Article 13 Effectiveness, Amendment and Termination of Agreement

13.1 This Agreement shall come into force as of January 1, 2013 and remain valid for 1 year. As of the effective date hereof, the original cooperation of mobile game business executed between the Parties shall terminate automatically. Upon the expiry of this Agreement, this Agreement may be renewed automatically for one year (but can only be renewed once) if neither Party raises objection. Except otherwise agreed between the parties, the contents of this Agreement shall remain binding throughout the renewed period.   Page 21 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   13.2 Throughout the effective term and renewed term hereof, this Agreement may be revised or amended upon mutual consent. The Parties may execute a supplemental agreement or execute a new agreement to reflect such revision or amendment.

13.3 Any business rules, management measures, quality standards and/or customer service standards formulated by Party A during the term hereof shall be part of this Agreement, and if such rules, measures and/or standards conflict with the terms hereof, such rules, measures and/or standards shall prevail, unless the Parties deem it appropriate to apply this Agreement or deem it necessary to execute a separate agreement for such conflicts.

13.4 Any Party who wishes to amend or revise this Agreement must provide a 30-day prior written notice to the other Party, and the Parties shall negotiate to amend or revise this Agreement in writing.

13.5 During the term hereof, Party A may, depending on the business development and needs of management, evaluate and sort out Party B and its business according to unified rules. If Party B fails to reach the requirements in Party A's evaluation, sorting or other business management measures, Party A may terminate this Agreement.

13.6 Throughout the performance of this Agreement, except otherwise expressly provided herein, neither Party may suspend or terminate the performance of this Agreement or unilaterally terminate this Agreement without the consent of the other Party.

13.7 Any Party's failure to perform its obligations or duties hereunder, or serious violation of the provisions hereof, which has made the other Party unable to operate or normally conduct business cooperation hereunder, shall be deemed that such Party has unilaterally terminated this Agreement. The non-breaching Party shall have the right to claim compensation from the breaching Party for any economic loss incurred by its breach, and terminate this Agreement.

13.8 This Agreement shall automatically terminate if Party B:

  (1) transfers or leases the numbers, trunk line, digital web address and such other resources acquired from Party A without approval ofParty A;

  (2) runs its business beyond the business operation area and business scope provided by its qualification permit;

  (3) has no qualification permit issued by the State competent authority but provides the content and category of the business that needssuch qualification permit;

  (4) provides fake copyright or qualification;

  (5) fails to pass the assessment of survival of the fittest organized by Party A, in which case this Agreement shall be automatically terminated. If Party B's receivable information fee of accumulatively 3 months is zero, this Agreement shall be automatically terminated (except the free games);   Page 22 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000     (6) disobeys Party A's business management or hurts Party A's interests;

  (7) otherwise disobeys the requirements of relevant authority or Party A's management.

13.9 During the term hereof, any division, merger, dissolution, liquidation, bankruptcy or other events that lead to changes of Party B in the company nature, qualification and capacity for civil acts shall be notified to Party A in time, and subject to the provisions hereunder about the exit grace period. If Party B is deprived of the qualification or capacity to provide the wireless value added business hereunder due to its dissolution, liquidation or bankruptcy, this Agreement shall terminate accordingly. In case of division or merger of Party B, this Agreement shall terminate, and the successor company (or other entity) to Party B's wireless value added business hereunder shall re-apply for business opening to Party A, and timely modify Party B's enterprise identifier code and other information existing on Party A's business system or other business management system.

13.10 In case of any change of Party B's company information, Party B shall go to the AIC, tax authority, bank or information industry authority to complete the procedures of company information change, exchange the original certificates for the valid ones, and submit the amended business license, organization code certificate, tax registration certificate and such other relevant documents and certificates to Party A for verification, the photocopies of which shall be filed for record.

13.11 If Party B has to terminate this Agreement due to technical or operating difficulties, Party B shall serve an at least 3 month prior written notice to Party A, and after approved by Party B, offer a one-month exit grace period during which Party B shall continue to provide services for users and publish announcement in respect of the cease of game services at its website (Web/WAP) or through other channels at least 30 days in advance. Any loss thus incurred to Party A shall be compensated by Party B.

13.12 During the effective term hereof, if the terms of this Agreement contravene any new fee rate policy or new document published by the supervisory authority of the Parties, the Parties may negotiate to amend or terminate this Agreement.

Article 14 Miscellaneous

14.1 Any matters not covered herein shall be subject to the relevant business standards, management measures, quality standards and/or customer service standards, or subject to written supplementary articles agreed by the Parties upon amicable negotiations, which shall be equally binding as this Agreement.

14.2 If any term hereof becomes invalid at any time but will not fundamentally affect the validity of this Agreement, the other terms hereof shall not be affected.   Page 23 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   14.3 The headings hereof are inserted for reference only. The contents of the terms shall be the basis to determine the rights and obligations of the Parties.

14.4 Nothing herein shall be deemed or construed as joint venture, partnership or agency relationship between the Parties.

14.5 This Agreement shall be made in four originals, two for each Party, which shall be equally effective.

14.6 Any notices (information) between the Parties arising out of the implementation of this Agreement, or in connection with this Agreement must be sent to the addresses expressly specified herein in written form, including, without limitation, via facsimile, EMS or other form confirmed by the Parties. (End of body text)

(The remainder of this page is intentionally left blank.)   Page 24 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   [Signature and Stamp Page]

Party A: Dazzle Interactive Network Technologies Co., Ltd. By authorized representative: Zhang Peng Signature and stamp:

[Company seal is affixed]   /s/ Zhang Peng

Date: January 1, 2013

Party B: Shenzhen iDreamSky Technology Co., Ltd. By authorized representative: Chen Xiangyu Signature and stamp:

[Company seal is affixed]   /s/ Chen Xiangyu     Date: January 1, 2013   Page 25 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   Appendix 1:

Integrity Agreement

In order to jointly safeguard the company interests of both Parties and cause the parties and their respective working staff to practice in an integral manner, in accordance with relevant laws and regulations, the Parties agree as follows:

1 The Parties and their respective working staff shall consciously comply with the laws and regulations governing integral practices and prohibited commercial bribery of the State and government.

2 Party A shall not privately ask for or accept any off-the-book rebates or other money or gifts provided by Party B.

3 Party A's working staff shall not, in any form whatsoever, ask for or accept from Party B any rebates, money, valuable securities, valuable properties or other articles; nor shall they reimburse any expenses irrelevant to this project or request personal benefits from Party B.

4 Party A's working staff shall not attend any treats or entertainment that may affect Party A's performance of its obligations and duties.

5 Party A's working staff shall not privately discuss this project with Party B or reach a tacit understanding with Party B, nor disclose any bidding internal control information or corporate trade secrets.

6 Party A's working staff shall not seek benefits for his/her family members, relatives or friends in the project by taking advantage of his/her powers or official capacity.

7 Party B shall not privately offer Party A any off-the-book rebates or other money or gifts.

8 Party B's working staff shall not, in any name or form whatsoever, provide Party A's working staff with any rebates, money, valuable securities, valuable properties or other articles; nor shall they reimburse any expenses irrelevant to this project for Party A's working staff.

9 Party B shall not invite Party A's working staff to go trips or other luxury entertainment under the name of discussing business or executing economic contracts.

10 If either Party discovers any violation hereof by any working staff of the other Party, it shall report such violation to the supervisor or the disciplinary department of such staff, and the staff so reported shall not retaliate to such Party under any excuses.   Page 26 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   11 Liabilities for breach:

If Party A discovers that Party B violates this Agreement, bribes Party A's working staff, or has committed any commercial bribery being investigated by judicial authority, Party A shall have the right to suspend the agreement and depending on the actual situation and consequences thereof, claim compensation from Party B for the economic loss thus incurred to Party A, record such bad acts of Party B, disallow Party B the access to Party A's full corporate scope to engage in the various services, supplies, construction and other project cooperation for 1 to 3 years,

Call number for each Party to accept violation reporting: Party A: 025-86588790 Party B: 0755-86110235   Page 27 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000   Appendix 2:

Undertakings on Network Access Information Safety

Each of the information source providers connected to the mobile communication network of Dazzle Interactive Network Technologies Co., Ltd., CHINANET of China Telecom or relevant business platform (including, without limitation, SMS gateway, WAP gateway, JAVA/BREW download server, location business server, etc.) shall undertake that:

Article 1 it will comply with the relevant laws, administrative regulations and management rules of the State, and strictly implement the information safety management rules.

Article 2 it will operate its business according to relevant laws, and provide the service only after obtaining relevant business permits; the business operation without permit is prohibited.

Article 3 it will not make use of C114 or CHINANET of China Telecom or relevant business platform to (i) engage any illegal or criminal activities that endanger the national safety or divulge the secrets of the State, (ii) produce, consult, duplicate or disseminate any information that violates the Constitution or laws, impedes social security, damages national unity or sabotages solidarity among nationalities, or any pornographic or violent information, or (iii) post any information with any content that:

  1 is against the fundamental principles enshrined in the Constitution;

  2 compromises State security, divulges State secrets, subverts State power or damages national unity;

  3 harms the dignity or interests of the State;

  4 instigates hatred and discrimination among nationalities and sabotages solidarity among nationalities;

  5 sabotages State religious policy or propagates heretical teachings or feudal superstitions;

  6 spreads rumors, disrupts social order or social stability;

  7 propagates obscenity, pornographic, gambling, violence, murder and terror and instigates crimes;

  8 insults or slanders a third party or infringes upon the lawful rights and interests of a third party;

  9 belongs to the thirteen vulgar online contents that violate social ethics and hurt the physical and mental health of youngsters, whichare the contents that:

  (a) depict or obscurely depict sex behavior, instigate sex association, or are provocative or insulting;

  (b) directly expose and describe the sex organ of human body;

  (c) describe sex behavior, sex process or sex manner or contain sexually suggestive or provocative language;

  (d) describe or expose the sex organs, or only use very small covering;

  (e) depict human body with the entire body or privacy places naked or only covered by limbs;

  (f) contain pictures of careless bare, candid shot, privacy place exposure with a nature of infringing personal privacy;

  (g) attract clicks with provocative headings;   Page 28 of 29





Jiangsu Telecom Contract No.: JSXCS1200166CC000

  (h) are pornographic, vulgar novels, audios and videos that are prohibited by relevant authority, including the deleted portions ofsome movies;

  (i) contain illegal social information about one-night stand, wife exchange or SM; (j) pornographic comics;

  (k) advertise bloody violence, malicious abuses, or insult others;

  (l) contain illegal sex products advertisements and venereal disease treatment advertisements;

  (m) maliciously disseminate others' privacy without permit from others or by using Internet Mass Hunting;

  10 Otherwise prohibited by laws, administrative regulations, rules or relevant regulations.

Any of the abovementioned illegal or criminal activities and/or posting of any harmful information, once discovered, shall be prevented by immediate measures and reported to relevant authority in time.

Article 4 any information provided by it will comply with the relevant State laws, administrative regulations, rules or policies governing intellectual property rights.

Article 5 it shall make sure, during its online testing and pilot running and after the business is officially opened, that the contents of the business it provides are safe and stable, and will cause damage to C114 or CHINANET of China Telecom or relevant business platform.

Article 6 It shall establish efficient information safety and confidentiality management policies and technical protective measures, and accept the management, supervision and inspection of relevant competent authority of the relevant business of Dazzle Interactive Network Technologies Co., Ltd.

Article 7 in case of any violations of the above, Dazzle Interactive Network Technologies Co., Ltd. may take necessary actions, close relevant information source access; in case of serious violation, Dazzle Interactive may terminate the cooperation business and claim legal responsibility from the information source provider. These undertakings will take effect upon executed by the information source provider and be kept in custody by Dazzle Interactive Network Technologies Co., Ltd.

Information source provider (stamp):

[Company seal is affixed]   Responsible Person (signature):

/s/ Chen Xiangyu     Page 29 of 29 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?

Ex Output:
If Party A discovers that Party B has violated the Integrity Agreement attached hereto by bribing Party A's working personnel, Party A may elect to impose a penalty of RMB10,000 to 100,000, suspend cooperation for 1-3 years or terminate the cooperation depending on the seriousness of the violation and the consequences thus brought about, and any loss thus incurred to Party A shall be borne by Party B


Ex Input:
ENDORSEMENT AGREEMENT

    THIS ENDORSEMENT AGREEMENT is made and entered into effective this day of ___________________, 19__,  by and between SPORT-HALEY, INC.,  a Colorado corporation (the Company), and _________________ (hereinafter referred to as the Professional).

    WHEREAS, the Professional is an active, exempt and full-time touring professional on the Professional Golfer's Association Tour (the PGA Tour); and/or (the Senior PGA Tour) and

    WHEREAS, the company is in the business of designing and marketing quality men's and women's golf and active sportswear under the Haley label and desires to obtain the services of the Professional in endorsing, promoting and publicizing the Company and Haley apparel;

    NOW, THEREFORE, in consideration of the agreements of the parties set forth below, and in consideration of the Company's agreement to make the payments below described to the Professional the parties hereto agree as follows:

    1.   SERVICES OF THE PROFESSIONAL.  The Professional agrees to perform the          following services during the term of this Agreement:

              a.  The Professional agrees that, with respect to men's apparel,          he will exclusively endorse and use exclusively in play, practice,           exhibits, clinics and other events open to the media or public, Haley           brand apparel which shall consist of shirts, vests, jackets, sweaters,          pants and shorts (if permitted by applicable rules).

              b.  The Professional grants to the Company the exclusive worldwide          right and license to use his name, autograph, likeness, photographs,          electronic media depiction, signature and any other words, symbols or          depiction's which would identify the Professional to the public in           connection with the advertising, promotion, publicizing, sale and           distribution of Haley apparel by the Company.

              c.  Upon reasonable written request of the Company which shall be          tendered at least 30 days prior the date requested, the Professional           shall make himself available for the purpose of posing for print ads,          making commercials and other promotional materials, or attending           promotional events organized by the Company once per calendar year.  In          the event of such requests by the Company, the company shall be           responsible for the payment of all reasonable travel, lodging and           meal expenses incurred in connection with the Professional rendering          services described in this subsection. Should the services of the          Professional be required for longer than one day, the Professional           shall be entitled to his daily appearance fee, plus reasonable           expenses, for each day in excess of one day.

              d.  The Professional shall have the opportunity to select from           the Company's semi-annual golf sportswear collections for the purposes          of obtaining a wardrobe of Haley apparel suitable to the Professional           at the Company's expense. The Company shall have the right to place on          the left chest and right sleeve of any jackets, shirts, vests, or           sweaters and above the back pocket of any pants selected by the           Professional the Company's logo and name in use by the Company at that          time.

   2.    RIGHTS OF USAGE.  As described in Section 1(b) above, the Professional          has granted the company an exclusive worldwide right and license          to use his name, autograph, likeness, photographs, electronic media          depiction, signature and any other words, symbols or depiction's          (hereinafter the Professional's Image) which will identify the          Professional to the public in connection with the advertising,           promotion, publicizing, sale and distribution of Haley apparel.  The          Company shall have unlimited rights of utilization of the           Professional's Image in all advertising, promotion, publicity and           other forms of communication with any part during the term of this           Agreement, it being the intent of the Professional that the Company's          utilization of the Professional's Image shall be at the discretion of          the Company.  The right of usage described herein shall be subject to          the requirement that the Company shall not place the Professional's           Image in an unfavorable light.  The Professional or the Professional's          designated agent shall have the right to review any advertising,            promotion or publicity materials utilized by the company which            contain the Professional's Image on reasonable written or oral           request to the Company during the term of this Agreement.

    3.   COMPENSATION OF THE PROFESSIONAL.  In consideration of the rights          granted to the Company and the services to be provided by the           Professional, the Professional shall receive the following           compensation:

    4.   PAYMENTS. All payments to be made to the Professional pursuant to the          terms of this Agreement shall be made to the Professional and           delivered to ________________________________________________________           _____________________________________________________________________





         _____________________________________________________________________

         or at such other address as shall be designated in writing by          Professional.

    5.   RETENTION OF ENDORSEMENT RIGHTS. Except with respect to endorsement          rights granted to the Company for the apparel described herein, the          Professional shall retain all rights in and to the professional's name          and endorsement and the Professional shall not be prevented from           using, permitting or licensing others to  use the Professional name or          endorsement in connection with the advertising, promotion or sale of           any product other than golf apparel as described in Section 1 hereof.           The Professional represents and warrants that no agreement, contract           or understanding exists which would prevent or limit the performance           of any of his obligations under this Agreement.

    6.   TERM. The term of this Agreement shall extend from the date of          execution hereof through and until _______, unless extended by written          agreement of the parties. The parties shall use their best efforts to          reach agreement on the terms of any such extension. In the event the           Professional should for any reason become a non-exempt PGA Tour player,          the Company shall have the right to terminate this Agreement at its          discretion at any time during the initial term or any extension           thereof.  Additionally, if either part shall fail to observe or           perform any of the agreements or obligations undertaken by such party          hereunder, and such failure or default shall continue for a period of          30 days following notice from the non-defaulting party to the           defaulting party during which such failure or default shall not have           been cured by the defaulting party, then the non-defaulting party           shall have the right to terminate this Agreement following the           expiration of such 30-day notice period. The non-defaulting part          hereunder. Following the expiration of 90 days from the termination or          expiration of this Agreement, the Company shall cease usage of all           publicity, promotion and advertising materials which contain the          Professional's Image, it being the understanding of the parties that          during such 90-day period the Company shall have the right to use           such remaining publicity, promotion or advertising materials as shall          then be available to the Company.

    7.   NOTICE. All notices and communications required or permitted to be          given hereunder shall be in writing, signed by the sender, and           delivered by registered or certified mail to:

    If to the Company:       Robert G. Tomlinson, Chairman and CEO                              Sport-Haley, Inc.                              4600 East 48th Avenue                              Denver, CO 80216

    With a copy to:          Robert W. Walter, Esq.                              Berliner Zisser Walter & Gallegos, P. C.                              Suite 4700                              1700 Lincoln Street                              Denver, CO 80203

    If to the Professional:

    With a copy to:

    or such other address as shall have been furnished in writing by the     parties to each other.

    8.   ENTIRE AND SOLE AGREEMENT. This Agreement constitutes the entire          agreement between the parties and supersedes all statements, promises          and understandings, whether oral or written, with respect to subject          matter hereof.

    9.   SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the           Professional under any circumstances. The Company shall not be           entitled to assign this Agreement to any other party without the           Professional's express prior written consent, except any assignment           by the Company as a result of a stock exchange, merger, consolidation,          or sale of substantially all of the assets of the Company, in which           case not such consent shall be required.

    10.  SEVERABILITY. Should any one or more of the provisions of this           Agreement be determined to be illegal or unenforceable, all other          provisions of this Agreement shall be given effect separately from the          provision or provisions determined to be illegal or unenforceable.

    11.  GOVERNING LAW. This Agreement shall be construed and enforced in            accordance with, and governed by the laws of the State of Colorado           without regard to conflicts of laws principles.

    12.  COUNTERPARTS. This Agreement may be executed simultaneously in two or          more counterparts, each of which shall be an original, but all of which          together shall constitute one and the same Agreement. Facsimile           signatures shall be accepted by the parties hereto as original           signatures for all purposes.

    13.  HEADINGS. The headings in this Agreement are for purposes of           convenience and easy reference only and shall not limit or otherwise





         affect the meaning hereof.

    14.  DISPUTES. In the event of any dispute which arises between the parties          and which relates to the subject matter of this Agreement, the parties          acknowledge and agree that any such dispute shall be submitted for           binding arbitration in accordance with the arbitration procedures           established by the American arbitration Association in Denver,           Colorado.  If such association is not then in existence, an           independent association of arbitrators may be utilized  which is           designated by agreement of the parties. In the event the parties are           unable to agree on an independent association of arbitrators, either           party may apply to a court of competent jurisdiction for appointment          of arbitrators.

IN WITNESS WHEREOF, the Company and the Professional have executed this  Endorsement Agreement as of the day and year first above written.

                                       PROFESSIONAL:

                                       ----------------------------------------

                                       COMPANY:

                                       SPORT-HALEY, INC.

                                       By:                                           ------------------------------------- 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?

Ex Output:
Following the expiration of 90 days from the termination or          expiration of this Agreement, the Company shall cease usage of all           publicity, promotion and advertising materials which contain the          Professional's Image, it being the understanding of the parties that          during such 90-day period the Company shall have the right to use           such remaining publicity, promotion or advertising materials as shall          then be available to the Company.


Ex Input:
EXHIBIT 10.6

                              DISTRIBUTOR AGREEMENT

         THIS  DISTRIBUTOR  AGREEMENT (the  Agreement)  is made by and between Electric City Corp.,  a Delaware  corporation  (Company)  and Electric City of Illinois LLC (Distributor) this 7th day of September, 1999.

                                    RECITALS

         A. The  Company's  Business.  The Company is  presently  engaged in the business  of selling an energy  efficiency  device,  which is  referred to as an Energy  Saver  which may be improved  or  otherwise  changed  from its present composition (the Products).  The Company may engage in the business of selling other  products  or  other  devices  other  than  the  Products,  which  will be considered  Products if Distributor  exercises its options pursuant to Section 7 hereof.

         B. Representations.  As an inducement to the Company to enter into this Agreement,  the  Distributor  has  represented  that  it has or  will  have  the facilities,  personnel,  and financial capability to promote the sale and use of Products.  As an  inducement  to  Distributor  to enter into this  Agreement the Company has  represented  that it has the  facilities,  personnel  and financial capability to have the Products  produced and supplied as needed pursuant to the terms hereof.

         C. The Distributor's  Objectives.  The Distributor  desires to become a distributor  for the Company and to develop  demand for and sell and  distribute Products  solely  for the use within the State of  Illinois,  including  but not limited to public  and  private  entities,  institutions,  corporations,  public schools, park districts,  corrections facilities,  airports,  government housing authorities and other government agencies and facilities (the Market).

         D. The Company's  Appointment.  The Company appoints the Distributor as an  exclusive  distributor  of Products in the Market,  subject to the terms and conditions of this Agreement.

         1.       ESTABLISHMENT OF DISTRIBUTORSHIP

                  1.1      Grant  and   Acceptance.   Company  hereby   appoints                            Distributor as Company's exclusive distributor within                            the Market and grants to  Distributor  the  exclusive                            right  to sell and  distribute  Products  within  the                            Market,   and   Distributor   hereby   accepts   such                            appointment  and such grant,  in accordance  with the                            terms and conditions of this  Agreement.  Distributor                            acknowledges that customers of other  distributors of                            the Products may have sites,  locations or operations                            in  the   Market,   which  will  use  the   Products.                            Distributor  will sell any and all Products  required                            by such  customers in the Market to those  customers.                            Distributor also  acknowledges  that if its customers                            have  sites,  locations  or  operations  outside  the                            Market,   in  the   market   of   another   exclusive                            distributor of the Products,  those customers will be                            required to  purchase  products  from the  applicable                            exclusive  distributor  in  that  market;  otherwise,                            Distributor shall be free to sell to its customers in                            any  market  which  does not have  another  exclusive                            distributor.

                  1.2      License.  The Company  hereby grants the  Distributor                            the right to do business  and use the name  Electric                            City of  Illinois  or a  similar  variation  thereof                            (collectively   the   Names)  for  use  under  this                            Agreement.  Distributor may file with the appropriate                            state and local authorities assumed name certificates                            as required.  Copies of all documents relating to the                            use of the Names shall be  forwarded  to the Company.                            Upon termination of this Agreement  Distributor shall                            have no further  right to the Names and said  License                            to use the Names shall terminate.  Distributor  shall                            have  no  right  to  sublicense  the  Names  or to do                            business  under any other names without the Company's                            prior  approval in writing.  The parties  acknowledge                            that the  terms  herein  consist  of there  terms for                            Illinois.  At the  request  of  either  party,  a new                            agreement reflecting the terms and conditions of this                            Agreement,  may be executed  for each state or entity                            representing each state.





                  1.3      Term.  The term of this  Agreement  shall be ten (10)                            years (the Term)  which shall  commence on the date                            upon which the Company  delivers to  Distributor  the                            last Sample, as defined  hereinafter.  If Distributor                            complies with all of the terms of this Agreement, the                            Agreement  shall be  renewable on an annual basis for                            one (1) year terms for up to  another  ten (10) years                            on the same terms and conditions as set forth herein.                            All renewals of this  Agreement  shall be on the same                            terms and conditions as are set forth herein.

                  1.4      Company's Obligation.  Company shall sell and deliver                            as  provided  in  Section  2.3 of this  Agreement  to                            Distributor  on the  price  terms  set  forth in this                            Agreement  or as  amended  from  time  to  time  such                            quantity of Products as Distributor from time to time                            orders  from  Company.   Company  shall  promote  and                            advertise the Products generally, at its own expense,                            and   shall   furnish   Distributor   copies  at  all                            advertisement and promotional materials.

                  1.5      The Distributor's Obligation. The Distributor, at its                            own expense,  shall promote the distribution,  sales,                            and use of Products in the Market.

                  1.6      Distributor's  Terms  and  Minimum  Expectations.  In                            order  to  maintain  the  exclusive  rights  to sell,                            lease, distribute and service Products in the Market,                            the Distributor must use all commercially  reasonably                            efforts to purchase for sale to  subdistributors  the                            following minimum quantities of the Products from the                            Company:

         On the  commencement of the Term  Distributor will issue to the Company an  irrevocable  letter of credit (LC) in the amount of Five Hundred  Thousand Dollars  ($500,000),  the form of which is  attached  hereto  as  Exhibit  A and incorporated  herein by reference.  The LC shall have a two (2) month term,  and shall be renewed  for five (5)  consecutive  bimonthly  periods.  A minimum of a $250,000.00  purchase  order  must be  received  by Company by the first of each month for a total (12) month  period.  The Company may draw funds from the LC to pay for  Distributor's  purchases,  which are not paid according to the terms in Section 2.7. Prices for the EnergySaver units are

                                    Page -2-

provided  by the  Company as Exhibit C. The  Company  will be  entitled  to draw against the LC pursuant to the terms of the LC.

                  (A)    375 units in the first Product Year (1999)

                  (B)    750 units in the next succeeding Product Year; (2000)

                  (C)    937 units in the next succeeding Product Year; (2001)

                  (D)    1,171 units in the next succeeding Product Year; (2002)

                  (E)    1,463 units in the next succeeding Product Year; (2003)

                  (F)    1,828 units in the next succeeding Product Year; (2004)

                  (G)    2,285 units in the next succeeding Product Year; (2005)

                  (H)    2,856  unit each in the lat  three  years of                          the initial Term of this  Agreement  and any                          renewals thereof.

         For purposes of this Agreement, a Product Year shall be the twelve (12) month period  following the  commencement  of the initial Term of this Agreement and each twelve  (12)  months  thereafter.  Distributor's  expected  sales shall include the purchase of the Samples as defined hereinafter.

         Sales in excess of the  expected  sales  which are  actually  made in a Product Year may be applied to meet the  expectations for the next Product Year. Any such carry-over from one year to the next Product Year may not be considered in determining  whether there is a carry-over from that next Product Year. Thus, by way of example and not limitation,  if there was an expectation of 50 in year one and 200 for  year two and 60 units  are sold in year one and 195  units  are sold in year two,  the  expectation  for year two will have been met,  but there will be no carry-over to year three. If the  Distributor  shall fail to purchase the minimum number of units in any year, the  Distributor's  exclusive rights to sell and distribute the Product in the Market,  may at Company's sole option, be reevaluated.

         Company  agrees  that  Distributor  shall not be liable or  subject  to reevaluation  for  failure to meet  expectations  due to any  occurrence  beyond Distributor's  reasonable control,  including,  but not limited to, Acts of God, fires,  floods,  wars,  sabotage,  accidents  in shipping,  labor  disturbances,





weather conditions,  governmental regulation, lack of Company performance, delay by  Company,  failure of Company to honor  warranties  or  otherwise  materially support the Products.

         The aggregate  units to be sold on an annual basis  described above are for the Illinois distributorship on an aggregate basis.

         1.7      Relationship of Parties.  The relationship between the Company                   and the Distributor

                                    Page -3-

                  is that of vendor and vendee.  This  Agreement does not create                   the  relationship  of principal  and agent between the Company                   and the Distributor for any purpose whatsoever. This Agreement                   shall not be construed as constituting the Distributor and the                   Company as partners, joint venturers, or as creating any other                   form of legal  association or  arrangement  which would impose                   liability  upon one party for the act or omission of the other                   party.  Neither  party is granted any express or implied right                   of  authority  by the other  party to assume or to create  any                   obligation  or  responsibility  on behalf of or in the name of                   the other  party,  or to bind the other party in any manner or                   thing whatsoever.

2.       PURCHASE OF PRODUCTS

         2.1      Orders.  The Distributor shall order Products from the Company                   on a purchase  order form  mutually  acceptable to the Company                   and Distributor and which is consistent with Exhibit B hereto,                   and  which  incorporates  the  terms  and  provisions  of this                   Distributor  Agreement.  The  Distributor  shall  not order or                   purchase Products from any source other than the Company.  All                   orders shall be subject to acceptance and  confirmation by the                   Company.  Distributor  may  cancel an order  that is  properly                   cancelled by  Distributor's  customer,  unless the Company has                   commenced  production  which is in any way customized for that                   customer.  The Distributor  shall annually provide the Company                   with a  non-binding  forecast of orders for  Products  for the                   succeeding 12-month period.

         2.2      Shipment.  The  Company  and  the  Distributor  shall  jointly                   determine  shipment dates.  The Company shall use commercially                   reasonable  efforts to ship  promptly  all orders for Products                   received from the Distributor. In addition to any other remedy                   which this Agreement provides to Distributor  against Company,                   if Company fails to deliver or delays in  delivering  Products                   as were  ordered by  Distributor  within 45 days  after  their                   required  delivery date, and if as a result of such failure or                   delay  Distributor  loses  its  customer's  orders  for  those                   Products,  the number of units which  Distributor  ordered but                   were not timely  delivered to Distributor or to  Distributor's                   customer  will  be  credited  against   Distributor's  minimum                   expectation as specified on Section 1.6 of this Agreement. The                   Company  may refuse to accept a purchase  order on the grounds                   that it cannot meet the delivery schedule therein, and if as a                   result  of  such  failure  or  delay   Distributor  loses  its                   customer's  orders  for those  Products,  the  number of units                   which  Distributor  ordered but were not timely  delivered  to                   Distributor  or to  Distributor's  customer  will be  credited                   against   Distributor's   minimum.   Distributor   shall  make                   reasonable  efforts  to notify  the  Company  of the  proposed                   delivery  schedule before accepting a customer order and shall                   give the  Company  written  notice  of any  customer  purchase                   orders which  imposes  liability for late shipment and neither                   the  Distributor  nor the Company  shall have a liability  for                   consequential  or  liquidated   damages   pertaining  to  late                   delivery unless Company  specifically  acknowledges and agrees                   in  writing  to the  same.  The  Distributor  agrees  that the                   Company  shall not be liable for its failure to perform due to                   any  occurrence  beyond  the  Company's   reasonable  control,                   including, but not limited to, acts of God, fires,

                                    Page -4-

                  floods,  wars,  sabotage,  accidents  in  shipping  beyond the                   Company's  control,  labor strikes other than strikes  against                   the Company itself,  weather conditions or foreign or domestic                   government  regulation  or authority  which  directly  affects                   Company's ability to deliver Product.

         2.3      Delivery.  Other than drop ship  deliveries,  all deliveries





                  made  pursuant to this  Agreement  shall be FOB the  Company's                   facilities  located within the continental  United States by a                   carrier authorized by the Distributor.

         2.4.     Prices.

                  (A)      Prices For Basic  Units.  The prices for  Products in                            the first  Product  Year are  supplied  by Company as                            Exhibit C.

                  (B)      Inflation Price  Adjustment.  The prices set forth in                            Section   2.4(a)  shall  be  subject  to   adjustment                            annually  on the  first  day  of  each  Product  Year                            beginning in the calendar  year 2000 and on the first                            day of each succeeding Product Year for the remainder                            of the Term and all  renewals  of this  Agreement  in                            proportion   to  the  increase  or  decrease  in  the                            Consumer  Price Index (CPI) as compared to the CPI as                            it  existed  on the  first  day of the  Term  of this                            Agreement.  The Company  also  reserves  the right to                            increase  or  decrease  the price  per unit  based on                            Company   wide   changes   in  unit   prices  to  all                            distributors of the Company,  provided however,  that                            any price changes, other than those based on the CPI,                            shall be uniformly applied to all distributors of the                            Products   and  shall   reasonably   applied  to  all                            distributors  of the  Products  and shall  reasonably                            reflect Company's costs of manufacturing the Products                            and/or  market  demand  for  the  Products,  provided                            further  than any increase in price based upon market                            demand   shall   not  be  so  great  as  to   deprive                            Distributor  of  its  normal  and  customary   profit                            margin.  The Company agrees to exercise this right in                            good faith,  and  consider all  circumstances  of the                            Distributor  and the  Company.  The CPI  referred  to                            herein in issued by the Bureau of Labor Statistics of                            the U.S.  Department  of Labor.  Should the Bureau of                            Labor Statistics discontinue  publication of the CPI,                            the parties shall accept comparable statistics on the                            purchasing  power of the consumer dollar as published                            at the time of said  discontinuation  by  responsible                            periodical  or  recognized  authority to be chosen by                            the parties.

         2.5.     Resale Prices.  The  Distributor  may resell  Products at such                   price,  as the  Distributor,  in its  sole  discretion,  shall                   determine.  While the Company has the right to suggest a range                   of  manufacturer's  suggested  retail prices for the Products,                   the  distributor  is not obligated to set retail prices within                   the Company's suggested range of retail prices.

         2.6      Product Returns.

                                    Page -5-

                  (A)      Non-defective Products.  Unless the Company has first                            authorized   or   permitted   the   return   of   any                            non-defective   Products   and  except  as  otherwise                            permitted or required  herein,  the Company shall not                            be   obligated   to  accept  the   return   from  the                            Distributor  of any  non-defective  Products,  nor to                            make  any  exchanges  therefor,  nor  to  credit  the                            Distributor therefor. If Company does not give Annual                            Notice  pursuant to Section  3.1 hereof,  Distributor                            may, within 90 days of  modification,  improvement or                            alteration,  return the Products to the Company.  The                            Company shall not have any obligation with respect to                            Products  after  365  days   following   delivery  to                            Distributor, except as provided herein.

                  (B)      Defective  Products.  In the event of any  damages or                            other  defect in a  Product  which is  discovered  by                            Distributor   within   365   days   of   satisfactory                            installation  of  a  Product  at  Distributor's  or a                            subdistributor's   customer,  the  Distributor  shall                            promptly   report  the  same  to  the   Company   and                            reasonably  demonstrate the defect to the Company. If                            the  Distributor  reasonably  demonstrates  that  the                            Company is responsible for such damage or defect, the                            Company  shall  promptly  deliver  and install at the                            Company's expense,  additional or substitute Products                            to the  subdistributor's  customer without additional                            cost or charge to the Distributor or the customer for                            material,  labor,  shipping,  insurance  or any other                            charge.

         2.7      Payment Terms.  Distributor  shall pay Company  within  thirty





                  (30) days of   Distributor's or,  as  the  case  may  be,  the                   end-user's receipt of Products.

         2.8      Company  Cooperation.  The Company  shall  cooperate  with the                   Distributor  in obtaining all necessary  permits and approvals                   to permit  the use of the  Products.  The  Company  shall bear                   responsibility  for any  permits  needed  to  manufacture  the                   Products and  Distributor  shall bear  responsibility  for any                   permits needed to distribute the Products.

3.       PRODUCTS AND WARRANTY

         3.1      Product  Improvements  by the Company.  At the Company's  sole                   discretion,  and  at  any  time,  the  Company  may  give  the                   Distributor at least 90 days advance notice (Annual  Notice)                   of any  modification,  improvement  or  alteration of Products                   (New  Products)  and  development  of new models of Products                   (collectively  with  New  Products,   Improved  Products).                   Except for the  Improved  Products  for which the  Distributor                   receives the Annual  Notice,  the Company  shall sell Improved                   Products  to   Distributor   only  with  the  consent  of  the                   Distributor.  Any  Improved  Products  shall be subject to the                   provisions  of  this  Agreement.   Old  Products  will  remain                   available unless

                                    Page -6-

                  Improved Products perform at the same or better levels and are                   offered at reasonably  similar prices or at prices  increases,                   which reasonably reflect improvements in performance.

         3.2      Product Improvements by the Distributor. The Distributor shall                   disclose  to  the  Company  any   modifications   to  Products                   requested  by  end-users  or  other   proposals   for  Product                   improvement from end-users or the Distributor,  but shall have                   no right to make modifications without Distributor's consent.

         3.3      Warranty.  Company shall at all times make reasonable  efforts                   to  maintain  quality  control  and  to  deliver  Products  to                   Distributor  which,  when received by Distributor,  or, as the                   case  may  be,  the  end-user,  are  properly  and  adequately                   packaged   and   contained,   fully   assembled   (except  for                   miscellaneous  components  which may be shipped  separately to                   prevent damage in transit),  fully functional and otherwise in                   conformance  with the  warranties  set forth  herein.  Company                   warrants  that the Products  will be  designed,  manufactured,                   constructed,  assembled and packaged in a  workmanlike  manner                   and that such Products  shall be fully  functional and fit for                   their intended  purposes.  Company  further  warrants that the                   Products sold hereunder  shall be free from defects in design,                   materials and  workmanship  for a period of  twenty-four  (24)                   months after delivery to Distributor's  end-user.  The Company                   shall not be liable for defective Products, except as provided                   in this  Agreement.  The Distributor at all times shall comply                   with all  requirements of the  Magnuson-Moss  Warranty-Federal                   Trade Commission Improvement Act and similar federal and state                   laws and regulations.

         3.4      Warranty Work. If, within the twenty-four  (24) month warranty                   period set forth above,  Company  received from Distributor or                   any of  Distributor's  end-user's  a notice  which may be oral                   notice  confirmed in writing)  that any of the  Products  sold                   hereunder do not meet the Warranties  specified above, Company                   shall  thereupon  correct  each such defect by  providing  the                   necessary repairs,  and/or replacement parts, or if necessary,                   Products.  Company shall promptly respond to any timely notice                   of defect.  Unless otherwise expressly agreed to in writing by                   Distributor or Distributor's and-user,  Company shall bear the                   reasonable  expense  of  all  labor,  materials  and  shipping                   expended  or used in  connection  with the  correction  of any                   defects in the Products  occasioned by the  non-conformance of                   the  Product  with  Company's  warranty  as set forth  herein.                   Company  shall be  entitled  to  dispute  whether a Product is                   defective. In the event that Company is unable or unwilling to                   promptly  perform any warranty work without  reasonable  cause                   and following  full and fair  opportunity  to do so, or in the                   event of the necessity  for  emergency  repairs of a defective                   Product  for  which  there  is no  reasonable  possibility  of                   performance by Company,  Distributor may perform such warranty                   work or hire a third party to perform such  warranty  work and                   the reasonable cost thereof shall be paid by Company.

                                    Page -7-





         3.5      Service of  Products  in  Territory.  Within  thirty (30) days                   after the  execution  of this  Agreement,  the Company and the                   Distributor shall mutually agree upon a reasonable schedule of                   charges for after market  parts and  services  provided by the                   Company  or  the  Distributor  so  that  such  charges  do not                   adversely affect the marketability of the Products.

         3.6.     Non-Disclosure  of  Confidential  Information.   None  of  the                   parties   hereto  nor  their   associated   or  affiliated  or                   affiliated  companies  shall during the term of this Agreement                   or thereafter disclose any confidential  information  obtained                   or acquired by them in  connection  with the  Products and the                   business of the other,  including,  without limitation,  trade                   secrets, business techniques, technical information,  customer                   and potential customer lists,  marketing data and information,                   prices,  improvements  to the  Products  in various  stages of                   development,  processes,  or  other  confidential  information                   relating to the Products or the  business of the  Distributor,                   except that either  party shall be  permitted  to disclose (x)                   all or portions of such confidential information on a strictly                   need-to-know  basis to the  extent  required  by an order of a                   court of competent jurisdiction or by the order or demand of a                   regulatory body having  jurisdiction  over one or both parties                   and (y) any of such confidential  information that is the sole                   property  of the  party  making  the  disclosure  and does not                   include  any  information   owned  by  the  other  party.  The                   Distributor  shall not  disclose  this  agreement  except upon                   consent of Company. Confidential information shall not include                   information which:

                  (A)      Is or becomes  generally  available  to the party who                            desires  to  disclose   such   information   (or  its                            associated  or affiliated  companies) (a  Disclosing                            Party)  other  than as a result  of a breach of this                            Agreement or some other unlawful means;

                  (B)      Becomes  available  to  the  Disclosing  Party  on  a                            non-confidential  basis  from a  third  party  who is                            under no confidentiality or nondisclosure  obligation                            with respect to such information; or

                  (C)      Was   known   to   the   Disclosing    Party   on   a                            non-confidential   basis  prior  to  the   disclosure                            thereof to such  disclosing  Party by a party to this                            Agreement.

4.       DURATION AND TERMINATION

         4.1      Duration.   Unless  earlier   terminated   otherwise  provided                   therein,  this  Agreement,  subject to the  commencement  date                   established  in Section 1.3,  shall be effective  immediately.                   Distributor  shall submit written  reports to the Company each                   quarter during the first year of the Term,  commencing  ninety                   (90) days after  execution of this  Agreement,  describing its                   efforts,  the potential  customers it has  approached  and the                   status of its efforts.

         4.2      Termination  for  Cause.   Either  party  may  terminate  this                   Agreement upon 30 days

                                    Page -8-

                  prior written  notice to the other upon the  occurrence of any                   of the following events: (A) the Distributor's failure to make                   full and  prompt  payment  to the  Company of all sums due and                   owing to it; (b) either party's  default in the performance of                   any  of  the   material,   terms,   conditions,   obligations,                   undertakings,  covenants or  liabilities  set forth herein and                   such  default is not cured  within a  commercially  reasonable                   time  after  the  defaulting  party has been  notified  of the                   default  by the  other  party and (c) as  otherwise  expressly                   provided  herein.  In  the  event  either  party  (a)  becomes                   adjudicated insolvent,  (b) discontinues its business, (c) has                   voluntary of  involuntary  bankruptcy  proceedings  instituted                   against  it, or (d) makes an  assignment  for the  benefit  of                   creditors, the other party shall be entitled to terminate this                   Agreement effective immediately upon written notice.

         4.3      Accrued  Obligations.  In the event that either Distributor or                   Company fails to comply with the terms of this Agreement, both                   Distributor and Company acknowledge and agree that in addition                   to any claim for damages  either  party may have  arising from                   the  default of the  other,  they shall have the right to seek                   equitable  relief  by way of a  temporary  restraining  order,                   preliminary  injunction,  permanent  injunction and such other                   equitable  relief as may be appropriate.  In the event a party                   seeks the equitable relief of a temporary  restraining  order,                   preliminary   injunction,   permanent  injunction,   mandatory





                  injunction or specific  performance  both parties  acknowledge                   that they shall not be required to demonstrate  the absence of                   an adequate remedy at law, and neither party shall be required                   to post  bond  as a  precondition  to  obtaining  a  temporary                   restraining order or preliminary  injunction.  The termination                   of this  Agreement  shall not relieve either party hereto from                   obligations  which have occurred pursuant to the provisions of                   this Agreement prior to its termination,  nor shall it release                   either  party  hereto  from any  obligations  which  have been                   incurred  as a  result  of  operations  conducted  under  this                   Agreement.

         4.4      Repurchase of Products.  Upon the expiration or termination of                   this  Agreement,  pursuant to Section  4.1 or 4.2 hereof,  the                   Company may, at its option to be  exercised  within 30 days of                   the date of the termination of this Agreement, and in its sole                   discretion,  repurchase  any Products in the possession of the                   Distributor  at the net invoice price paid by the  Distributor                   to  the  Company  less  any  applicable  special   allowances,                   discounts, shipping or allowances for cooperative advertising.                   If Company  terminates  the  Agreement  without  cause and for                   reasons other than  Distributor's  failure to meet its minimum                   expectations;   it  shall   repurchase  from  Distributor  any                   unopened  Product,  and shall bear all shipping,  handling and                   related  costs  notwithstanding  any other  remedies  to which                   Distributor  may be  entitled.  On  demand  and  tender of the                   repurchase  price,  the  Distributor  shall  be  obligated  to                   deliver such Products to the Company. The Company reserves the                   right to reject any Products  that are not factory  sealed and                   in new and unused  condition.  Repurchased  Products  shall be                   shipped at the Company's  expense,  and the Company may offset                   any indebtedness of the Distributor to the Company against the                   repurchase  price of such  Products.  Following  expiration or                   termination of this Agreement, the Distributor may continue to                   sell any Products in the Market which are in its inventory

                                    Page -9-

                  and which the Company has not repurchased.

5.       REPRESENTATIONS AND WARRANTIES AND OTHER MATTERS

         5.1      Representations and Warranties of Company.

                  (A)      The  Company  represents  that,  to the  best  of its                            knowledge,  Products are in compliance with all laws,                            and  that  the  Products  will  not be  hazardous  or                            dangerous  when  used  for  their  intended  purpose.                            Products  do not  cause  harmful  emissions  or other                            environmental  hazards and Products do not violate or                            infringe any patents, copyrights, trademarks or other                            rights  of  nay  third  party(ies).  Company  further                            represents   and  warrants  that  its  Products  will                            perform as  advertised  and  promoted by the Company,                            and will be approved  or  certified  by  Underwriters                            Laboratory.

                  (B)      The  Company  will  make   available  to  Distributor                            comprehensive technical support for the first Product                            Year.  Distributor will have direct access to (a) the                            Company's engineering  consultants and (b) the patent                            holder's technicians.  Company's representatives will                            make themselves available three days per month in the                            first   Product   Year  to  consult  with  and  train                            Distributor.  All costs and expenses  associated with                            the  services  provided  to  Distributor   hereunder,                            including travel, lodging,  engineering  consultants'                            fees and employee time will be paid by Distributor.

                  (C)      Company  will  timely  furnish  all of  Distributor's                            requirements for Products within the Market, provided                            it  is  given   adequate   notice  of   Distributor's                            requirements  and a  full  and  fair  opportunity  to                            fulfill the same.

         5.2      Representations and Warranties of Distributor.

                  (A)      Distributor   shall  be  entirely   responsible   for                            learning,   understanding   and  training  about  the                            Products,  the costs of advertising and promoting the                            Products  in the  Market  through  the  Term  of this                            Agreement.  Distributor  shall  not  issue,  print or                            disseminate any information about the Products in the                            first  Product  Year  without  the  express   written                            consent of the Company.

                  (B)      Distributor  will  not  engage  the  services  of any                            engineering  or  consulting  firm without the express





                           written consent of the Company.

         5.3      Indemnification.  Company and Distributor  agree to indemnify,                   defend  and hold each other  harmless  from any and all suits,                   claims, obligations, liabilities, damages, losses and the like                   (including  attorneys'  fees and costs) relating to or arising                   out  of:  (A)  any  breach  of any  material  representations,                   warranties,  covenants,  obligations,  agreements or duties in                   connection with this  Agreement;  (b) any negligence or fault;                   (c) any violation by either of them of the patent,  copyright,                   trademark or other

                                    Page -10-

                  intellectual  property  rights of third parties.  In addition,                   Company   agrees  to  indemnify,   defend  and  hold  harmless                   Distributor from and against all suits,  claims,  obligations,                   liabilities,   damages,   losses   and  the  like   (including                   attorneys'  fees  and  costs)  arising  out of or  related  to                   Company's manufacture or design of the Products, provided that                   Distributor  is not at fault in connection  with the same, and                   Distributor  agrees to  indemnify,  defend  and hold  harmless                   Company  from and  against  all  suits,  claims,  obligations,                   liabilities,   damages,  losses  and  the  like  (including  a                   attorneys'  fees  and  costs)  arising  out of or  related  to                   Distributor's  sales,   marketing  practices  or  unauthorized                   Product  alteration  (provided that Company is not at fault in                   connection with same).

         5.4      Product Liability  Insurance.  Company will carry a reasonable                   amount of product  liability  insurance  through a  reasonably                   acceptable  products liability insurance company and will name                   the  Distributor  as an additional  insured under that policy.                   Company  will make  reasonable  efforts  to  procure a policy,                   which is non-cancelable, except upon thirty (30) days, advance                   notice to the Distributor.

         5.5      No License. The Distributor acknowledges and agrees the except                   as provided by Section 1.2 of this  Agreement,  this Agreement                   will not be construed as granting by implication,  estopped or                   otherwise  any license or other  right of use with  respect to                   any present or future patent, copyright, trademark, trade name                   or other proprietary right owned by or licensed to the Company                   or any of its affiliates.

         5.6      No Action to Invalidate. During the Term of this Agreement and                   for three  years  thereafter,  the  Distributor  (on behalf of                   itself and each of its affiliates) agrees not to commence,  or                   provide any  information to or otherwise  assist any person or                   entity in  connection  with,  any suit,  action or  proceeding                   contesting the ownership,  validity or  enforceability  of any                   patent,  copyright,  trademark,  trade name or other propriety                   right owned by or licensed to the Company,  whether  currently                   existing or hereinafter invented, developed or acquired unless                   required to by court order.  The Distributor  agrees to inform                   the Company  promptly  and  cooperate  with the Company in the                   event the  Distributor  obtains  knowledge  of any such  suit,                   action  or   proceeding   which  has  been   initiated  or  is                   contemplated by any other person or entity.

         5.7      Nonsolicitation.

                  (A)      During the Term of this Agreement and for a period of                            twelve (12) months  thereafter,  the  Distributor (on                            behalf of itself,  each of its affiliates and each of                            their respective representatives) agrees that it will                            not  directly  or  indirectly  solicit  or  hire  any                            executive,  managerial  or technical  employee of the                            Company or any of its affiliates.

                  (B)      Distributor further agrees that it will not interfere                            with or  otherwise  disrupt  the  business  relations                            between the Company or nay of its  affiliates and any                            of their current or prospective customers,  suppliers                            or distributors, during the

                                    Page -11-

                           Term of the  Agreement  and for a period of  eighteen





                           (18) months thereafter,  nor will Distributor solicit                            any  customer  or  potential  customer  of Company to                            purchase a competitive product during that period.

         5.8.     Nonpublic Information. The Distributor acknowledges that is it                   aware that the  securities  laws  prohibit  any person who has                   material, non-public information concerning the Company or the                   matters  which  are  the  subject  of  this   Agreement   from                   purchasing  or selling  securities of the Company (or options,                   warrants and rights relating  thereto) and from  communicating                   such  information to any other person under  circumstances  in                   which it is reasonably  foreseeable that such person is likely                   to purchase or sell such securities.

6.       INTERPRETATION AND ENFORCEMENT

         6.1      Assignment.  No  assignment  of this  Agreement  or any  right                   accruing  hereunder  shall be made by the Distributor in whole                   or in part,  without the prior written consent of the Company,                   which  consent  shall  not  be  unreasonably  withheld.  As  a                   condition  to  obtaining   such   consent,   the  Assignee  of                   Distributor's  interest hereunder shall first agree in writing                   in form and  substance  satisfactory  to the Company,  that is                   shall  assume  and  be  liable  for  the  performance  of  all                   obligations imposes by this Agreement on Distributor,  whether                   such obligations have then accrued are owing, or are yet to be                   performed, and shall demonstrate that is has the economic, and                   with  approval  of the  assignment,  the legal  capability  to                   perform  all  of the  obligations  of  Distributor  hereunder.                   Company  may  assign its  interest  in this  agreement  to any                   person or entity  which has  authority  to  fulfill  Company's                   obligations  hereunder  and which has the economic  ability to                   perform its  obligations  hereunder.  Upon the assignment of a                   party's  interest and rights in this  Agreement  the assigning                   party shall be relieved of all further  obligations imposed by                   this Agreement.          6.2      Nonwaiver of Rights. Failure of either party to enforce any of                   the  provisions  of this  Agreement or any rights with respect                   thereto or failure  to  exercise  any  election  provided  for                   herein shall in no way be a waiver of such provisions,  rights                   or  elections  or in any  way  affect  the  validity  of  this                   Agreement. The failure of either party to exercise any of said                   provisions,   rights  or  elections   shall  not  preclude  or                   prejudice  such party from later  enforcing or exercising  the                   same or any other provisions, rights or elections which is may                   have under this Agreement.

         6.3      Invalid  Provisions.  If any terms,  provision,  covenant,  or                   condition  of this  Agreement  is held by a court of competent                   jurisdiction  to  be  invalid,  void,  or  unenforceable,  the                   remainder  of the  provisions  shall  remain in full force and                   effect  and  shall  in  no  way  be   affected,   impaired  or                   invalidated.

         6.4      Notices.  Any  notice  or  other  communication   required  or                   permitted hereunder shall be in writing and shall be delivered                   personally,   telegraphed,   telexed,  or  sent  by  facsimile                   transmission or sent by certified, registered or express mail,                   postage prepaid. Any such notice shall be deemed given when so                   delivered personally,

                                    Page -12-

                  telegraphed,  telexed or sent by facsimile transmission or, if                   mailed, two (2) business days after the date of deposit in the                   United   States  mail,  by  certified   mail  return   receipt                   requested, as follows:

                  If to the Distributor to:                   Electric City of Illinois L.L.C.                   8628 Oketo Avenue                   Bridgeview, IL  60455                   Facsimile No.  (708) 598-4671                   Attn:  Jim Stumpe

                  With a copy to:                   Thomas V.  McCauley                   200 W.  Adams, Suite 2500                   Chicago, IL  60606                   Facsimile No.  (312) 346-9316

                  If to Company to:                   Electric City Corp.                   1280 Lanmeier Rd.                   Elk Grove Village, IL  60007                   Attn:  Joseph Marino, President

                  With a copy to:                   Kwaitt & Ruben, Ltd.                   211 Waukegan Road                   Suite 300





                  Northfield, Illinois  60093                   Attn:    Philip E.  Ruben, Esq.

6.5      Entire Agreement.  This Agreement,  together with all exhibits attached          hereto which are hereby  incorporated by reference,  supersedes any and          all other  agreements,  either  oral or  written,  between  the parties          hereto with  respect to the subject  matter  hereof and contains of the          covenants  and  agreements  between  the parties  with  respect to said          matter. This Agreement may not be altered, amended or modified,  except          by written instrument signed by the parties hereto.

6.6      Sample Products.  Company will,  during the Term of this Agreement (and          any renewal term), provide Distributor,  at Distributor's cost pursuant          to the  terms of this  Agreement,  with  five  (5)  sample  units  (the          Sample or  Samples)  for use by  Distributor  in  promoting  sales.          Distributor shall use the Samples for purposes of permitting  potential          customers  to use the Products in the field.  The Samples  purchased by          Distributor hereunder shall count toward the minimum expectations under          this Agreement.

6.7      Time of the Essence.  Time is of the essence of this Agreement.

                                    Page -13-

6.8      Force Majeure.  Neither party to this Agreement  shall be liable to the          other  party,  nor shall be subject to  injunctive  relief by the other          party if that party's  performance of its duties or  obligations  under          this  Agreement  is the  consequence  of Force  Majeure  as  defined in          Section 2.2 hereunder.

6.9      Governing Law.  This Agreement is to be construed according to the laws          of the State of Illinois.

7.       NEW PRODUCTS

         7.1      Right of Option.  Should Company  introduce  other products or                   devices as contemplated by recital paragraph A,  Distributor                   shall  have  the  option  of  becoming   Company's   exclusive                   distributor  of such  other  Products  or  devices  within the                   Market.

         7.2      Exercise of Option.  Distributor  shall exercise its option to                   become  exclusive  Distributor of other Products or devices by                   serving  written  notification  on Company of its  election to                   become  exclusive  distributor  within  thirty  (30) days upon                   which  Company  informed  Distributor  in writing of Company's                   intention  to  introduce   other   Products  or  devices.   If                   Distributor  does not exercise its option as herein  provided,                   Company may  distribute  the other  Products or devices within                   the Market itself or through other distributors.

         7.3      Other  Agreements.  The terms  pursuant  to which  such  other                   Products  or devices  shall be sold by Company to  Distributor                   shall  be  determined  by  a  separate  agreement,   but  such                   agreement   shall  be   essentially  on  the  same  terms  and                   conditions as herein provided,  understanding  that such terms                   as price,  quotas,  and  length  of the term of the  agreement                   shall be  reasonably  adjusted  to  reflect  the nature of the                   other Product or device which is the subject of the agreement.

                  In witness whereof the parties have executed this Agreement as of the date first abovementioned.

      Electric City Corp.                       Electric City of Illinois L.L.C.

By:   /s/Joseph Marino                    By:   Jim Stump       -------------------                       -------------------------------       President

                                    Page -14- 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Ex Output:

During the Term of this Agreement and                   for three  years  thereafter,  the  Distributor  (on behalf of                   itself and each of its affiliates) agrees not to commence,  or                   provide any  information to or otherwise  assist any person or                   entity in  connection  with,  any suit,  action or  proceeding                   contesting the ownership,  validity or  enforceability  of any                   patent,  copyright,  trademark,  trade name or other propriety                   right owned by or licensed to the Company,  whether  currently                   existing or hereinafter invented, developed or acquired unless                   required to by court order.