Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on September 25, 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”).

甲方和乙方以下各称 为 “ 一方 ” ， 统称为 “ 双方 ” 。

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

鉴于：

Whereas,

Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources to provide technical and consulting services;

Party B is a company with exclusively domestic capital registered in China and may engage in the business of Internet content and value added services provider approved by the relevant governmental authorities in China (collectively, the “Principal Business”);

Party A is willing to provide Party B with technical support, consulting services and other commercial services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A's designee(s), each on the terms set forth herein.

据此，甲方和乙方 经协商一致，达成如下协议：

Now, therefore, through mutual discussion, the Parties have reached the following agreements:

Services Provided by Party A

Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with complete technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all necessary services within the scope of the Principal Business as may be determined from time to time by Party A, such as but not limited to technical services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development, and system maintenance.

Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement.

     Service Providing Methodology

 Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party   designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services.

To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into equipment or property leases with Party A or any other party designated by Party A which shall permit Party B to use Party A's relevant equipment or property based on the needs of the business of Party B.

Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any or all of the assets of Party B, to the extent permitted under the PRC laws, at the lowest purchase price permitted by the PRC laws. In this case, the Parties shall enter into a separate assets transfer agreement, specifying the terms and conditions of the transfer of the assets.

The Calculation and Payment of the Service Fees

双方同意，就甲方提供的服 务，乙方应将其净收入的 100% 的款 项支付给甲方作为服务费（ “ 服 务费 ” ）。服 务费应当按月支付；经甲方事先书面同意，服务费费率可以根据乙方的经营需要进行调整。乙方应于每月最后一天开始起算的 30 日内， (a) 向甲方提供乙方当月的管理 报表和经营数据，包括乙方在当月的净收入额（ “ 每月净收入 ” ）； (b) 将 每月净收入的 100% 支付 给甲方（ “ 月付款 ” ）。乙方 应于每个财政年度末的 90 日内， (a) 向甲方提供乙方在本 财政年度的经审计的财务报表，该财务报表应当经由甲方批准的独立注册会计师审计并认证； (b) 如果按照 经审计的财务报表显示，本财政年度内乙方向甲方支付的月付款的总额有任何不足，乙方应向甲方支付财务报表显示的月付款和实际支付的月付款总额之间差额。

Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay Party A fees (the “Service Fees”) equal to 100% of the net income of Party B.  The Service Fees shall be due and payable on a monthly basis; upon the prior written consent by Party A, the rate of Service Fees may be adjusted pursuant to the operational needs of Party B.  Within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income to Party A (each such payment, a “Monthly Payment”).  Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year.

Intellectual Property Rights and Confidentiality Clauses

Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.