AGREEMENT

A)

Chuangrun Media Limited, a corporation incorporated in Hong Kong and having its registered office at Room 1403, 14/F, SUP Tower, 75-83 King’s Road, North Point, Hong Kong (hereinafter referred to as ‘Chuangrun’) represented by its authorized representative Mr. Cai Han-Xiong and

B)

Actionview Far East Limited, a corporation incorporated in Hong Kong and having its registered office/principal place of business at 12/F, Chuang’s City Tower No. 35-39 Morrison Hill Road, Wanchai, Hong Kong (hereinafter referred to as ‘Actionview’) represented by its legal representative Mr. Justin Kwei.

1.

ActionView International, Inc. of Canada has developed and owns a proprietary backlit scrolling billboard advertising system (defined in Clause 1 and hereinafter referred to as the Display System).

2.

ActionView International, Inc. is a shareholder of Actionview and has duly licensed Actionview to market and distribute the Display System and to grant sub-licenses of the Display System and the Proprietary Rights (as defined hereunder) to third parties in Asia.

3.

Actionview and Chuangrun have agreed to co-operate in providing advertising service to customers in Guangzhou, PRC using the Display System.

1

DEFINITIONS AND INTERPRETATION

1.1

For the purpose of this agreement, the following expressions shall bear the respective meaning set forth below.

1.2

The headings in this agreement are for convenience only and shall not affect its interpretation.

2

RESPONSIBILITIES OF THE PARTIES

2.1

Chuangrun shall

2.1.1

procure Premises within the Guangzhou Metro System, the Guangzhou Airport at Huadu, and such other locations within the City of Guangzhou, P.R.C. for installation of Display Units;

2.1.2

enter into such lease, license or other agreement with such party as may be necessary for the use of Premises;

2.1.3

install Display Units at the Premises and maintain the Display Units at all times in good clean operational condition;

2.1.4

use its best endeavor to promote the Business;

2.1.5

enter into binding contracts with advertisers and/or other users of the Display Units by itself or through its approved agents;

2.1.6

perform and observe all the terms and conditions contained in the aforesaid lease, license or other agreement mentioned in Clause 2.1.2 and contracts mentioned in 2.1.5;

2.1.7

be responsible for the collection of Revenue from advertisers and other users of the Display Units.

2.2

Actionview shall

2.2.1

supply Display Units to Chuangrun and deliver the same to Chuangrun in Guangzhou and provide technical support for installation;

2.2.2

supply spare parts for the Display Units;

2.2.3

provide product training and technical support;

2.2.4

be responsible for the costs of transporting Display Units to Premises within the Territory.

3

RIGHTS GRANTED TO CHUANGRUN

3.1

For the sole purpose of the operation of the Business from the Premises, Actionview grants Chuangrun for the Term, the following rights:

3.1.1

the right and license to use the Proprietary Rights and the Display System;

3.1.2

the right to receive all Actionview's know-how, training and assistance as indicated below;

3.2

Chuangrun shall use the rights granted under Clause 3.1 in accordance with the terms and within the limits stated herein and shall perform each of its obligations provided for herein.

3.3

Chuangrun shall not use the rights hereby granted for any purpose other than operating of Business from the Premises or use them after the expiration or termination of this agreement, howsoever caused.

3.4

The grant of all such rights to Chuangrun shall be conditional (and continue to be conditional during the Term) upon Chuangrun observing in full its obligations set forth in Clauses 3.2 and 3.3 above.

4

LEGAL STATUS OF THE PARTIES

4.1

Chuangrun shall conduct the Business as an independent business operator in its own name and on its own account.

4.2

Chuangrun shall operate the Business in compliance with all applicable laws and regulations and shall apply for, obtain and have renewed all permits, authorizations and licenses required for the operation of the Business at its own expense.

4.3

Neither party is an employee, agent, sales representative, nor a partner of the other. Neither party shall hold itself out as such or as having any power or authority to enter into contracts in the name of the other, or to commit the other in any way to any third parties or to incur any obligation on behalf of the other.

5

RESTRAINTS ON CHUANGRUN

5.1

During the Term, Chuangrun shall not:

5.1.1

Install Display Units at any location other than the Premises without the prior consent in writing of Actionview which consent shall not be unreasonably withheld (provided that if Actionview is unable to supply the Display Units, Chuangrun is entitled to co-operate with any third party);

5.1.2

use the Proprietary Rights otherwise than in relation to the operation of the Business;

5.1.3

have the right to grant any further sub-license of the Proprietary Rights or part thereof to any third party;

5.1.4

conduct the Business or any part thereof by or through any agent without the prior written consent of Actionview, which consent shall not be unreasonably withheld.

6

TERM

7

OBLIGATIONS OF ACTIONVIEW

7.1

Prior to the execution of this agreement, Actionview has delivered to Chuangrun those Display Units mentioned Schedule 1 to this agreement and Chuangrun hereby acknowledges the receipt of the said units. Actionview shall deliver the number of Display Units mentioned in Schedule 2 to this agreement in accordance within the period mentioned therein. All Display Units shall remain the property of Actionview during and after the Term.

7.2

Actionview shall provide Chuangrun from time to time with:

7.2.1

plans and specifications for the installation of Display Units at the Premises insofar as not included in the Manual;

7.2.2

such general supervision of the preparation of the Premises for installation as Actionview shall consider appropriate;

7.3

Before the execution of this agreement, Actionview has delivered a copy of the Manual to Chuangrun on loan and Chuangrun hereby acknowledges receipt of the Manual. Actionview shall be entitled to update the Manual from time to time provided that Actionview shall forward to Chuangrun on loan full written particulars of such updates.

7.4

Actionview shall be responsible for all maintenance and repairs of the display units.

7.5

Actionview shall carry out the maintenance works with an average response time of 4 hours.

8

OBLIGATIONS OF CHUANGRUN

8.1

Chuangrun shall use its best endeavors to promote and expand the Business within the Territory and collaborate with Actionview and protect its interests with the diligence of a responsible businessperson.

8.2

Chuangrun shall conduct the Business in full compliance with all operational systems, procedures, policies, methods and requirements prescribed in the Manual as well as in any supplemental notices, revisions or amendments thereto.

8.3

Chuangrun acknowledges that the Manual and all such additional and supplemental materials shall at all times remain the sole and exclusive property of Actionview and the copyright therein shall at all times remain and/or vest in Actionview.

8.4

Chuangrun shall hire a sufficient number of employees, suitably qualified to operate the Business and to meet all likely demands of its customers.

8.5

Chuangrun shall keep true and complete documentation and accounting records concerning the Business and Revenue including but not limited to

8.5.1

Contracts with advertisers and third parties for the use of the Display Units; and

8.5.2

Invoices issued to such advertisers and third parties

8.5.3

All evidence of receipts of Revenue and payment of tax

8.6

Chuangrun shall establish a good system of financial control and take all practicable steps to prevent late payment or default in payment of Revenue by third parties.

9

IMPROVEMENTS MADE BY ACTIONVIEW

9.1

If Actionview makes any improvements to the Display System, it shall without delay communicate the same to Chuangrun and Chuangrun shall without delay use such improvements, free of all further royalties, charges or payment whatsoever, at the time and in the manner specified by Actionview in writing.

10

IMPROVEMENTS MADE BY CHUANGRUN

10.1

Chuangrun shall notify Actionview any improvements which shall be made to the Display System to be useful to the operation of the Business and shall grant Actionview a permanent, royalty-free, exclusive and worldwide license with respect to said improvements, including the right to sub-license.

11.1

Actionview represents that:

11.1.1

it is duly licensed by ActionView International, Inc. to use the Proprietary Rights, including the right to grant sub-licenses thereof to Chuangrun in the manner set out in this agreement;

11.1.2

as far as Actionview is aware, the use by Chuangrun of the rights granted under Clause 3 of this agreement does not infringe the rights of any third party within the Territory;

11.1.3

it is not aware, at the time of the execution of this agreement, of any action, claim or proceedings brought or threatened in respect of any of the Proprietary Rights.

12

REPRESENTATIONS BY CHUANGRUN/OBLIGATIONS OF CHUANGRUN

12.1

Chuangrun acknowledges that Actionview International, Inc. is the owner and Actionview is the licensee of the Proprietary Rights and all proprietary rights , title, and interest in the Display System and the goodwill associated therewith and that such goodwill shall inure to and be at all times vested in ActionView International, Inc. and Actionview exclusively.

12.2

Chuangrun shall use the Proprietary Rights only i