Exhibit 10
SOLE AGENT SERVICE AGREEMENT
The parties
herein are as follows:
Party A: China
Yellow River TV Station
Registered
address: No. 318, Ying Ze Street, Tai Yuan City, Shan Xi
ProvinceôChina
Legal
Representative: Liang Zhi Xiang
Party B:
Guangdong M-Rider Media Co., Ltd.
Registered Address: 6/F., Guangzhou Broadcast
Building, No. 231 Huan Shi Zhong Road, Guangzhou City, Guangdong
ProvinceôChina.
Legal Representative: Chen Lu
In order to
further build up the brand of the China Yellow River TV Station
[Min Sheng Channel], enhance the popularity of the [Min Sheng
Channel] and the advertisement income as well as elevating the
value of media resourses, Party A and Party B have reached the
following agreement after equal and amicable negotiation in respect
of Party B acting as the sole agent for the China Yellow River TV
Station [Min Sheng Channel] and providing value-added services for
the China Yellow River TV Station [Min Sheng Channel].
Clause I: Sole
agent service period
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1.
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The period for
Party B to act as the sole agent for the Yellow River TV Station
[Min Sheng Channel] shall be from January 1, 2007 to December 31,
2011.
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2.
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If there is no
material change of policy upon the expiry herein, i.e. December 31,
2011, Party B shall have priority to renew this agent agreement for
further 5 years and so forth.
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Clause II:
Details of the sole agent service
Party B shall
use the advertisement prepayment as the working capital for Party A
to operate the China Yellow River TV Station [Min Sheng Channel]
and such prepayment shall be directly deducted from advertisement
fees payable to Party A. The cumulative prepayment shall not exceed
RMB 5,000,000 each year and payment shall be settled by the end of
each financial year.
Party A
authorizes Party B to act as the sole general agent for all
advertisement resources sale of the China Yellow River TV Station
[Min Sheng Channel]. After this agreement signed, Party B shall
form a professional sales team to assist Party A to develop the
sales for the China Yellow River TV Station [Min Sheng Channel] for
Party A. Party B shall also provide Party A with the professional
services including the formation of and technical training for the
sales team, market research and development, etc.
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3.
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Software
management service for media sales
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In order to
cope with media sales characteristics of Party A, Party B shall
develop professional software for media sales management and shall
on the basis of the software jointly work with Party A to enhance
the efficiency of sales and services.
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4.
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Consultation
services on media environmental analysis
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Party B shall
provide Party A with weekly media analysis reports and shall also
furnish a report on the popularity ratings of other
competitors.
Party B shall
provide Party A with monthly report on the analysis of the media
broadcast rating. Party B shall also provide a report on the trends
of popularity for the four weeks and reflect the changes of the
broadcast popularity in a timely manner.
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(3)
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Report on the
non-periodical broadcast ratings
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In accordance
with the actual situation of the media, Party B shall provide the
change of broadcast ratings and identify the causes and work out
the measures.
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5.
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Consultation
services for the program formation and arrangement
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On the basis of
the broadcast rating and for enhancing popularity, Party B shall
carry out an analysis on the competition of media popularity and
offer reasonable suggestions and recommendation on programs
formation and planning.
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6.
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Consultation
services for sales analysis and strategy
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On the basis of
the sales data, popularity ratings and broadcasting records, Party
B shall provide analyses on the sales status and furnish sales
strategies so as to enhance the effectiveness of the
sales.
Clause III
Agency services and operations targets
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1.
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Party B shall
assist Party A to achieve its business targets of the channel
operations, which are set as follows:
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In 2007, the
annual turnover to be accomplished by the China Yellow River TV
Station [Min Sheng Channel] under the assistance of Party B shall
be RMB 32,000,000; the annual turnover to be accomplished by the
China Yellow River TV Station [Min Sheng Channel] for 2008 and 2009
under the assistance of Party B shall increase 10% each year (i.e.
the turnover in 2008 shall be RMB 35,200,000 and RMB 38,720,000 for
2009). In 2010 and 2011, the annual turnover of the [Min Sheng
Channel] under the assistance of Party B shall increase 8% each
year (i.e. RMB 41,820,000 for 2010 and RMB 45,160,000 for 2011. The
targets for 2008 to 2011 shall only be the tentative business
targets.
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2.
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Both parties
shall take the first week of January every year as a settlement
week for the preceding year.
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3.
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In respect of
the portion of total revenue of the China Yellow River TV Station
[Min Sheng Channel] not exceeding RMB 32,000,000, Party A shall pay
10% of the turnover to Party B every month as Party B’s media
consultation fees. In respect of the portion from RMB 32,000,000 to
RMB 34,000,000, it shall be belonging to Party A. In respect of the
portion exceeding RMB 34,000,000, it shall be shared between the
parties on 50/50 basis.
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Clause IV
Concepts on the advertisement sole agency
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1.
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Party A shall
authorize and protect Party B for its rights as sole agent for all
its advertisement resources owned by the Yellow River TV Station
[Min Sheng Channel] within the contractual period.
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2.
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Party B shall
have rights to give suggestion on the programming and the
advertising time slots for the Yellow River TV Station [Min Sheng
Channel]. If the Yellow River
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