AGREEMENT, DATED DECEMBER 21, 2005

Cooperation Agreement

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WorldSpace, Inc

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Title: AGREEMENT, DATED DECEMBER 21, 2005
Date: 12/23/2005

EXHIBIT 1.1

AGREEMENT

Xi’an Tongshi Technology Limited (“Tongshi”) and WorldSpace, Inc. (“WorldSpace”) executed an agreement to extend the terms of the “Cooperation Agreement” signed by WorldSpace Corporation and Tongshi to December 31, 2005.

NOW THEREFORE , by friendly consultations, the Parties have reache

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