Cooperation Agreement

China Youth Net Technology (Beijing) Co., Ltd., a limited liability company duly established and existing under the laws of the People's Republic of China (“PRC” or “China”) with its domicile at 16th and 17th Floors, Changbao Plaza, 1 An Hua Bei Li, Guangqumennei Street, Chongwen District, Beijing, China (hereinafter, “CYN”);

China Youth Interactive Cultural Media (Beijing) Co., Ltd., a limited liability company duly established and existing under the laws of the PRC with its domicile at 5th Floor, Huaxia Bank Building, 22 Jianguomennei Street, Dongcheng District, Beijing, China (hereinafter, “CYI”);

China Youth Net Advertising Co. Ltd., a limited liability company duly established and existing under the laws of the PRC with its domicile at Room 705, 38, Chaowai Street, Chaoyang District, Beijing, China (hereinafter, “CYN Ads”); and

Youth Media (Hong Kong) Limited, a company duly organized and existing under the laws of Hong Kong, with its registered address at Level 28, Three Pacific Place, 1 Queen's Road East, Hong Kong (“YMHK”).

CYN is a business entity controlled by China Youth League and is entrusted by China Youth League to be responsible for, operate and hold investments in various businesses with respect to computer networks under China Youth League.  Related to that, the Movie and Television Network Center of China Youth League(the “Center”), which is a related entity of CYN and is also controlled by China Youth League, has been approved by the PRC State Administration of Radio, Film and Television (“SARFT”) and issued an Online Video-Audio License (as defined here below) by the same authority for dissemination of video and audio contents through information network.  CYN is one of the shareholders of CYI, presently owning and holding 51% of the total equity interest of CYI;

CYI has obtained an exclusive authorization from the Center to set up comprehensive network platform with on-campus students as targeted users and to provide information and related value-added services through such network.  CYN is in total support to CYI in this respect and is willing to provide various resources to CYI;

CYN Ads, in which CYN also owns and is holding 41% of the total equity interest, has been granted by CYN with certain advertising rights to place advertisements through networks under the auspices of CYN;

YMHK owns or has access to technologies, media contents and other desired resources that are valuable to the network operated or to be operated by CYI; and

CYN, CYI and YMHK are willing to cooperate with each other with respect to the aforesaid network and any other business opportunities in related areas, and CYN Ads is in total support of such cooperation;

Now, Therefore, after friendly discussions and based on the principles of equality and mutual benefit, the Parties agree on the following terms and conditions:

Unless otherwise defined or interpreted in the contexts of this Agreement capitalized terms used herein shall have the following meanings:

“Affiliate” means, in terms of any Party, any company, corporation, partnership, joint venture or other entity that directly or indirectly Controls, is Controlled by or is under common Control with that Party.

“Control”, “Controls”, “Controlled” (or any correlative term) means the possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise.  For the purpose of this definition, a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than 50% of the voting equity interests in such other Person.

"Intellectual Property Rights” means patents, trade marks, service marks, trade names, design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content.

“Campus Network” means video and audio distribution network based on, including but not limited to, the China Education and Research Network (“CERN”), the broadband network infrastructure built in schools, universities and other education institutions.  After the Mobile Campus Network (as defined below in Clause 2.1.2) is launched, any reference of “Campus Network” under this Agreement shall also include the reference of the Mobile Campus Network as well, to the extent possible.

“Person” means any natural person, corporation, company, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, and shall include any governmental authority.

References to an “Exhibit” or a “Schedule” are, unless otherwise specified, to an exhibit or a schedule attached to this Agreement and references to an “Article” or a “Clause” are, unless otherwise specified, to one of the articles or clauses of this Agreement.

References to any word in the singular form, if applicable, include the references to such a word in the plural form, and vice versa.

Words importing any particular gender shall include all other genders.

The headings in this Agreement are for purposes of easy reference only and shall not be considered in construing this Agreement.

CYN and CYI on the one side and YMHK on the other side agree to cooperate with each other to develop, build and operate a fully managed Campus Network under the auspices of CYN.  The Center is holding the Information Network Video-Audio Content Dissemination License issued by SARFT with the series no.  0105108 (the “Online Video-Audio License”) and CYI is holding the Telecommunication and Information Service Business License issued by the Telecommunication Administrative Bureau of Beijing, China with the series no.  070249 (the “ICP License”), both of which licenses are required for the setup, development and operation of the Campus Network.  The Center has granted an exclusive authorization to CYI (“the Center's Authorization”) to entrust CYI to setup, develop and operate the Campus Network.

At the initial stage, the Campus Network is a network that is only accessible on the campuses of universities and colleges in the Territory.  CYN will, by itself or through CYI or any other Affiliate, launch a network (“Mobile Campus Network”) for distribution of student-targeted video-audio contents via mobile network as soon as practicable after the signing of this Agreement, and upon the launch of such Mobile Campus Network, CYN, CYI, and YMHK will expand their cooperation under this Agreement to such Mobile Campus Network.  It is the intention of CYN, CYI and YMHK that later on, upon their mutual agreement, they may expand the Campus Network in manner permitted and appropriate in law so that it is accessible by the public via Internet.

The Campus Network will be deployed across a centrally controlled and protected system and will make use both of proprietary software systems and technologies controlled by YMHK and its Affiliates and software systems and technologies controlled by others (the “Technology”).  YMHK will license to CYI and will cause its relevant Affiliates to license to CYI for use by the Campus Network in the Territory any Technology YMHK or its relevant Affiliate might control and has the right to license.  Further, as soon as practicable after the Effective Date, YMHK is to establish a wholly-foreign-owned company 100% invested by and owned by YMHK in Beijing, China (“YMHK WFOE”) to provide to CYI with relevant business, commercial, operational and technical supports, assistances and services with respect to the setup, operation, maintenance and expansion of the Campus Network according to separate agreement to be entered into by CYI and YMHK WFOE (the “Commercial and Technical Services Agreement”).

It is the Parties' agreement that the board of directors of YMHK WFOE shall be composed of five (5) directors, of which three (3) shall be nominated by YMHK (and one of them shall be the chairman and legal representative of YMHK WFOE) and the other two (2) nominated by CYN and CYI.  Further, the articles of association of YMHK WFOE shall contain appropriate provisions that certain significant business matters of YMHK WFOE shall require unanimous approval of all five directors or with substantially the same effect.

The Campus Network will deliver a range of content (the “Content”) from premium international and domestic entertainment providers that is to be sourced by YMHK and/or its Affiliates or by CYI, CYN or their Affiliates independently or with the help of YMHK and/or its Affiliates, and it is also anticipated by the Parties that to the extent permitted by applicable law and beneficial to the Campus Network and the cooperation contemplated in this Agreements, the Campus Network may also deliver Content by the end users of the Campus Network, provided that the Content to be delivered via the Campus Network shall be subject to review and approval by the Center and relevant authorities of China that are required by applicable laws, rules and media control policies of China or are otherwise reasonably believed as necessary or beneficial to the smooth operation of the Campus Network.  All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independent created by YMHK or any of its Affiliates shall automatically vest in YMHK or its relevant Affiliate.

It is the intention of the Parties that at the initial stage of the Cooperation, the Content of the Campus Network (excluding Mobile Campus Network) shall be advertiser supported and provided free to end users, while the Parties may explore and discuss in the future to introduce a business model of the Campus Network under which the end users shall pay fees to view or download the Content from the Campus Network or access to other services provided by the Campus Network.  The Technology will permit the Campus Network to process the Content enabling the Content to be served with advertisements.  CYN, CYI and YMHK contemplate that a business based on the Campus Network will be established whereby advertisers will be procured who will pay advertising fees to have their advertisements placed in or around the Content on the Campus Network.  Whereever possible, advertising on all Content delivered through the Campus Network will be tracked.

In addition to other responsibilities provided in this Agreement, CYN and CYI will and will cause all their Affiliates to:

provide all reasonable assistance to assure the legal and smooth operation of the Campus Network, especially that the Center shall provide all reasonable assistance to ensure the legal distribution of video-audio contents which can be accessed via the Campus Network;

make all efforts to expand the user base of the Campus Network by entering into cooperation agreements with universities and colleges for setting up servers in such universities or colleges;

marketing the Campus Network on all current internet sites owned or controlled by CYN or its Affiliates and provide linked banners and/or menu access of the Campus Network from the home page for internet sites owned or controlled by CYN or its Affiliates;

make the Campus Network available via CERN, and after the launch of the Mobile Campus Network, via China Mobile, every day and week of every year, subject, however, to system-wide downtime, and provide the Campus Network with access to and use of data centers, bandwidth rates, service code, and channel owned or controlled by CYI;

fully assist YMHK and YMHK Affiliates in protecting its Intellectual Property Rights and other rights to the full extent permitted in law;

be responsible and ensure that all information (including, but not limited to, the Content) to be disseminated through the Campus Network shall be in compliant with all applicable legal requirements; and

In addition to other responsibilities provided in this Agreement, YMHK will and/or cause its relevant Affiliates to, to the extent permitted by applicable laws:

license to CYI for use by the Campus Network in China any Technology they currently control and have the right to license, according to this Agreement and any other relevant agreement(s) relating to the cooperation contemplated in this Agreement;

advise on the concept and design of the Campus Network;

through YMHK WFOE, provide to CYI with relevant business, commercial, operational and technical supports, assistances and services with respect to the setup, operation, maintenance and expansion of the Campus Network, according to the Commercial and Technical Services Agreement; and

source or cause the sourcing of international Content for the Campus Network.

In addition to any other right that is granted by CYN and CYI to YMHK under this Agreement, considering the cooperation contemplated in this Agreement and YMHK's support, assistances and services to CYN and CYI for the Campus Network, CYN and CYI hereby agree to exclusively grant YMHK or any third party/parties designated by YMHK with the following rights during the Term of this Agreement and any renewal period of the Term:

exclusive right to advertise on the Campus Network and to source advertising business for this purpose;

exclusive right to sell and operate the commercial campus marketing events;

right to provide foreign commercial content to the Campus Network (excluding non-profit, educational content exchange and those contents that are not permitted to be disseminated through the Campus Network under applicable Chinese laws); and

enjoy the rights with respect to the setup, operation, maintenance and expansion of the Campus Network according to the Commercial