Increase of Paid-in Capital and Joint Venture Agreement

Beijing New Vision Media Advertising Co. Ltd., with registration address at 9/F, Clause A, Xincheng Commercial Building, 11 Chongwenmenwai Street. (Hereafter refers to as “New Vision ”);

Lightscape Technologies (Greater China) Limited, with registration address at 3/F of 80 Gloucester Road, Wanchai. (Hereafter refers to as “Lightscape”);

Beijing Xintong Media & Cultural Development Co. Ltd., with registration address at 9/F, Clause A, Xincheng Commercial Building, 11 Chongwenmenwai Street. (Hereafter refers to as “Xintong Media”);

Miss Yao Po Chun , HKID Card no.________________, with residential address at _________________________.

New World TMT Limited (“New World TMT”), a telecommunication, media and technology investment company serves under the New World Group, which is one of the largest listed conglomerate in Hong Kong. New World TMT holds the enormous confidence to the business development of outdoor mega size LED advertising in PRC. New Vision, being a subsidiary of New World TMT and a member of New World Group, has been authorized to be responsible for coordination of the aforesaid business development. New Vision is a company registered in Beijing, China with limited liability. As of the date before signing this Agreement, the registered capital of New Vision is RMB5 million. For reinforcing the financial strength of the company, a resolution by the company shareholder’s meeting agrees to increase the paid-in capital.

Xintong Media and Miss Yiu Po Chun are the shareholder of New Vision. The equity structure of New Vision before the Increase of paid-in capital is:

Xintong Media – paid-in capital : RMB4 million (Paid-in ratio : 80%)

Miss Yao Po Chun – paid-in capital : RMB1 million (Paid-in ratio : 20%)

Lightscape has the intention to carry on an investment in New Vision and to purchase the ownership of share capital of New Vision. Xintong Media and Miss Yiu Po Chun agree to increase the share capital in New Vision and accept the investment from Lightscape to the New Vision. New Vision has already agreed to increase the register capital of the company from RMB 5 million to RMB18 million. Lightscape and Xintong Media agree to increase the paid-in capital according to the terms and conditions of this Agreement.

Lightscape assigns either Tech Team Development (Zhu Hai) Limited or Lightscape’s any other PRC registered subsidiary company – paid-in capital : RMB 11 million (shareholding ratio : 50.1%)

“Xintong Media” – paid-in capital : RMB 7 million (shareholding ratio : 49.9%)

Miss Yao Po Chun, through the consultation with Xintong Media agrees to transfer all the shares to Xintong Media before this increase of capital. After the transfer of shares, Miss Yao Po Chun will no longer be the shareholder of New Vision.

Before the increase of paid-in capital arrangement, each of the existing shareholders of New Vision and all the share vendor and purchaser (“All Parties”) have already well noticed and completely understood the terms and conditions of this Agreement. All Parties consistently agree to this increase of paid-in capital arrangement and promise each other to give up the preemptive right in such increase of paid-in capital arrangement.

Unless there is contrary meaning and definition in the Agreement, or else the following terms have the following meaning and definition:

“Agreement” includes this agreement of increase of paid-in capital and any further appendix, correction and amendment of this agreement.

“Increase of paid-in capital” refers to the provisions of this Agreement in accordance with the terms and conditions of the original shareholders and the new shareholders to increase registered paid-in capital of the company.

“New World Property (China)” refers to New World Property (China) Limited which is listed on the main board of Hong Kong Stock Exchange.

“Xintong Media” refers to Beijing Xintong Media & Cultural Development Co. Ltd. which is a subsidiary of New World TMT Limited.

Representations, warranties, contracts, obligations or other provisions of the inaccuracy or its violation, failure to implement or comply with; and

With these representations, warranties, commitment, obligation or other provisions contrary to the situation or the environment or (any party) with these representations, warranties, commitment, obligation or other provisions that run counter to the claim.

The “related parties” of this Agreement means any individual, companies, partnership and other business entities or individuals directly or indirectly owned or controlled by one party more than 50% of the paid-in capital, rights or other interests (the parent company of one of the parties); or party directly or indirectly owned or controlled more than 50% of the company's paid-in capital, rights or other interests (one of the subsidiaries), or the parent or subsidiary companies directly or indirectly owned or controlled by one party more than 50% of the paid-in capital.

This Agreement, unless otherwise indicated:

Represent this Agreement and includes all the future amendment and addendum version;

The provisions or part of the appendix, should refer to the provisions or part of the appendix of this Agreement;

Referring to the Ordinance, regulations, codes or other laws, which should include the implementation details of relevant legal documents as well as their merger, modification, replacement or re-enacted;

The singular includes the plural cases, the plural form of the singular also includes a few cases (“odd” and “even” refers to the English version of the corresponding single word of English, the plural form);

The term “person” includes businesses, corporate, unincorporated associations, authorities;

Terms referring to a person, including the person's executor, administrator, and his successor, the bench (including, but not limited to, replacement) and the assignee;

Terms referring to anything (including, but not limited to, any number) that the things in whole or in part, that any group of people is the group that all of the people, or two or more persons, or the everyone.

Headings are inserted for convenience only and do not affect the interpretation of this Agreement.

In view of Lightscape’s specific commercial considerations and the fact that the parties have unanimously agreed that Lightscape’s designated holding company will consequently be the shareholder to increase their investment directly to New Vision with 50.1% shareholding, All Parties unanimously agree to adopt and follow the Plan of Increase of paid-in capital as stated in Clause 2.2 below.

Plan of Increase of paid-in capital

To increase and pay up the paid-in capital of Original New Vision, paid up capital of the company will increase to RMB 18 million (the additional paid-in capital of RMB 13 million).

Miss Yao Po Chun will not undertake any capital injection and to transfer all her existing shares to Xintong Media before the increase of paid-in capital. After Miss Yao has transferred her ownership of shares to Xintong Media, the total capital injection of Xintong Media will be RMB 7 million, including the former capital of RMB 5 million and additional RMB 2 million cash injection. Lightscape’s designated holding company will increase their investment in New New Vision by a cash injection of RMB 4 million plus a LED display screen (with valuation of RMB 7 million) with a total of RMB11 million.

After the completion of share transfer and the captioned capital increase, shareholding of the new equity structure of New New Vision will be:

Within 30 working days after the Agreement is signed, Xintong Media should have signed a lease agreement with the PRC registered company under New World Property (China) Limited to rent its façade space for the conduct of the LED outdoor advertising business with a leasing term of 10 years at an annual rental of RMB 1 million. Xintong Media will at the same time commit a 10 percent (of the commercial advertising time period) free advertising time for New World Property (China) Limited to have its mega size LED screen for commercial advertising purpose. Xintong Media will be responsible for rental charges of the first two years, amounted to RMB 2 million (such rent need not be payable in cash, as long as New World Property (China) Limited waives its rent for two years and Xintong Media will be regarded as having its obligations fulfilled).

Within 15 days upon completion of the prerequisites under Clause 4 of the Agreement, Lightscape’s designated holding company will undertake the valuation appraisal and verification of the asset of New Vision for the increase of paid-in capital purpose. Upon signing of this Agreement, Xintong Media should complete the cash injection within 15 days.

Before obtaining relevant consent, approval and forgoing of the requirements under the Agreement from All Parties, All Parties agreed to the use of funding during the beginning stage in accordance with the following solution:

Within 15 working days after the signing of this Agreement, Lightscape will make a cash injection equivalent to RMB 4 million to the Hong Kong bank account of Prima Strength which is a shareholder of Xintong Media as prepaid investment deposit. Upon fulfilling the captioned requirements of this Agreement, Prima Strength will return Lightscape the prepaid investment deposit in full.

Within 30 working days after the signing of this Agreement, Lightscape’s designated holding company should start the installation of a LED display screen in Phase 1 of New World Shopping Centre in No. 3-5 Chongwenmenwai Street of Chongwen District in Beijing, subject to the requirements of New Vision (see Appendix 3) with free lease to New Vision for use. The LED screen should comply with the required standard in accordance with the project cooperation agreement of “Outdoor Mega Size LED Screen” signed between the Beijing All Media and Culture CityTV Company Limited and Xintong Media. New Vision hereby agrees that in this Agreement described in Clause 2.2 of the increase of paid-in capital prior to the completion of formalities, Lightscape’s designated holding company retains ownership of the screen. Upon completion of relevant procedures, in the aforementioned, Lightscape’s designated holding company and New Vision will have their lease relationship terminated. The LED display screen will then be transferred as capital insertion of payment in kind to New Vision as the remaining part of the investment sum. All Parties agree that the value of the LED display screen is to be equivalent to RMB 7 million and try best to facilitate the completion on valuation appraisal and verification of assets.

Within 30 working days after the signing of this Agreement, Lightscape is required to confirm its designated holding company, and notify in writing to Xintong Media of the company's name and provide relevant corporate information. The designated holding company can’t be changed unilaterally without written approval from Xintong Media.

Within 60 working days after the signing of this Agreement, Lightscape should make a cash injection of RMB 4 million with a LED display screen (worth RMB 7 million) in a total investment of RMB11 million to its designated holding company.

Within 90 working days after the signing of this Agreement, Lightscape’s designated holding company should complete the relevant procedures of increase of paid-in capital in New Vision. Otherwise, after mutual agreement, Prima Strength has the right to

directly use the investment deposit (mentioned in Clause 3.3a) as operating fund of New Vision upon request from Xintong Media. Specific operations and related arrangements for both parties to complement the Agreement will be otherwise specified.

All Parties shall hold each other harmless for delay payment in the above-mentioned Clause 3.1 and 3.2 by reason of government departments or force majeure.

Should there be any delay in the above-mentioned Clause 3.4, 3.5 and 3.6 by reason of government departments or force majeure, Lightscape may amend the relevant date upon mutual agreement.

All Parties agree that New Vision will entirely bear all the costs incurred during the process of increase of paid-in capital, including the assessment costs, taxes, fees and other expenses as required by PRC government.

All Parties will try their best to bring each party or its designated company / person to access the required consent, approval and abstained under this Agreement, including but not limited to consent and approval from the former approving organization and its other related government departments.

Unless all of the following prerequisites are fully met and satisfied, otherwise each party or its de