Agreement on Technical Cooperation

(1)

Party A is a limited liability company incorporated in Beijing and existing under the laws of PRC engaged in technology development of computer internet and the technical service business;

(2)

Party B is a limited liability company registered in Guangzhou, PRC engaged in the business of mobile value-added telecommunication service, internet information service and internet web advertising service;

(3)

For the purpose of business operation, Party B decides to employ Party A as its technical service provider to provide relevant technical services to Party B, and Party A agrees to provide Party B with the corresponding technical services according to and subject to the provisions of this Agreement;

1.

Definition and Interpretation

1.1

In this agreement unless it is specifically provided, the following terms shall have the corresponding meanings of:

(a)

Technical secret: means the unpublished necessary technical information and documents including technical information, technical specification, design, installation, testing, implementation, maintenance equipment and software requirement owned by either party and provide to another party during cooperation period of this agreement

(b)

Program design: means the required software system explanation, description which presented and confirmed in words or diagrams based on the project objectives of both parties and the conditions for achieving system objectives.

2.

Cooperation content and mode

2.1

Party A holds the proprietorship of the following products including feichangnannv, dafuweng, guaiguaizhumi and authorizes party B to provide relevant services to users using the above products.

2.2

Party A shall update and maintain software based on Party B’s application of the software to ensure normal operation of the products.

3.

Cooperation Fees and Payment

3.1

Ratio of cooperation fee: Both parties share the revenues generated from products as described in clause 2.1. Each party shares 50% of the revenues, after deducting the fees paid to mobile operators, generated by individual product by Party B.

3.2

Payment method: Party B shall provide Party A with revenue report of the products every month. For the fees as described above paid by Party B to Party A, Party A shall issue corresponding invoices to Party B.

4.

Commercial secrets and Intellectual Property Rights

4.1

The parties confirm hereby that Party A shall own the copy rights or any other legal authorizations of the cooperation contents rendered by itself to Party B under this agreement and Party B, entitled to the right to use such contents only, if intending to make any modification to such content, shall propose specific solutions for modification, upgrade or conversion, which shall be then implemented by Party A.

4.2

Either shall keep any and all commercial secrets of the other party obtained during the cooperation or from any other channel extremely confidential and shall not disclose such secrets to any third party without earlier written consent from the other party.

4.3

Unless otherwise regulated by this agreement, either party shall not use or copy the other party’s trade mark, logo, commercial data, educational materials, technical references and any other documents without earlier written consent from the other party.

5.

Representation and Warranty

5.1

Either party makes the following representations, statements and warranties to the other party:

(a)

Be an independent legal entity that has been established and in existence by the operation of laws;

(b)

Have qualifications and capacity to undertake the cooperation project specified under this agreement that is within its registered business scope;

(c)

Have fully authorized its representative to sign this agreement;

(d)

Have competence to perform all its obligations under this agreement and violate no limitations of any legal document binding it thereto in executing such obligations.

5.2

Party B guarantees as follows:

(a)

All information provided to Party B to be genuine, accurate and legal without infringing any legal right and interest of any third party;

(b)

Responsible for settlement of any dispute arising from its breach of the above-said warranties;

(c)

Liable for indemnification in full amount for any and all losses incurred to Party A resulted from its breach of the aforesaid warranties.

5.3

Party A shall compensate Party B in full amount for its any and all losses caused by Party A’s violation of its warranties hereinabove.

6.

Force Majeure

6.1

“Force Majeure” shall mean any event out of the parties’ reasonable control, non-foreseeable, or unavoidable even has been foreseen and such event hinders, affects or delays any party’s performance of all or part of his obligations according to this Agreement, including, but not limit to, government’s acts, natural disasters, war, hacker attack or any other similar events.

6.2

The party suffering from Force Majeure should notify the other party the circumstances of event of force majeure using the fastest mode.

6.3

The party suffering from Force Majeure may suspend performing its relevant obligations under this Agreement that cannot be performed due to Force Majeure till the effect of Force Majeure is eliminated without bearing any liability for breach of this Agreement. The suffering party from Force Majeure shall provide the other party with legal certifications of such event issued by the notary office (or other proper agency) of the area where the event occurs, which if fails, the other party may request the suffering party to bear any liability for breach according to the provisions of this Agreement.

6.4

However, such party shall exert its best efforts to overcome such event and reduce its negative effects to the minimum. The party who do not perform its duties to minimize the negative effects of the event shall be responsible and liable for the additional loss incur