JOINT VENTURE DEVELOPMENT AND OPERATING AGREEMENT

A.

PML has been granted a 5 years exclusive license (the “ License ”) by the Government of Tamil Nadu to operate the business of installing, commissioning and maintaining mobile digital advertising platform hardware and software in public transport vehicles (the “ Technology ”), such as buses and the Indian Railway trains, which Technology will be used to display third party commercial content and advertising (such third party commercial content and advertising to be displayed in exchange for a fee to be paid by such third parties), and PML anticipates obtaining a similar license from the governments of the Indian states of Andra Pradesh, Gujarat, Maharastra, Kerala and Karnataka, and any other Indian states possible (the “ Participating State ”);

B.

PML has represented to TMM that the License permits PML to operate the Business on more than 10,000 buses within the state of Tamil Nadu in India, and on more than 30 railway trains throughout India;

C.

PML has the capability to perform the technical aspects of the Business and the skills to manage the operational aspects of the Business;

D.

TMM has the knowledge and has the capability to provide the necessary capital and funding for the operation of the Business;

E.

TMM and PML have determined to form a joint venture (the “ Joint Venture ”), which Joint Venture will be an incorporated company, to conduct the Business and any related future businesses which is derived there from or may be developed in such Joint Venture, all as more particularly set out herein.

(a)

“ Agreement ” means this Joint Venture agreement, as amended from time to time;

(b)

“ Board ” means the board of directors of the Company, as more specifically set out under section 2 of this Agreement;

(c)

“ Business ” means the operations of installing, commissioning and maintaining mobile digital advertising platform hardware and software in public transport vehicles such as buses and trains solely in the Territory, and includes the use of media technology and advertising to manage and commercialize the Business, in order to generate Revenues;

(d)

“ Company ” means a company having the proposed name of TechMedia Mobile (India) Pte. Ltd or such other name as determined by TMM in consultation with PML to be duly incorporated under the laws of India pursuant to this Agreement, the business purpose of which company will be to conduct the Business and any future businesses which is derived therefrom or may be developed in such Joint Venture;

(e)

“ Confidential Information ” will mean all information contributed by the Parties or acquired or developed by the Joint Venture which the Board considers confidential, proprietary, or useful in the Business and not generally known in the public and includes all technical information such as data, know-how, research, designs, drawings, plans, specifications, models, quality controls, trade secrets, software, processes, equipment, controllers, patents, and Business information such as equipment, devices, methods relevant to the Joint Venture’s Business, organizational charts, business plans, policies, corporate structure, financial information and resources, transactions, contracts and Joint Venture customers such as their names, requirements and necessities, and any collateral information which may be in the nature of a latent interest or expectation or corporate opportunity such as inventions, discoveries or improvements conceived, developed or made by employees, in whole or in part, or other persons associated with the Joint Venture and all and every other information which would reasonably be considered confidential in the industry or by employment of reasonable judgement and the burden will be on a Party to show that information alleged by the Board or a Party to be confidential is not;

(f)

“ Costs ” mean all costs, expenses, obligations, liabilities and charges of whatsoever kind or nature incurred or chargeable, directly or indirectly, in connection with the Business and the Joint Venture, which costs, expenses, obligations, liabilities and charges include, without limiting the generality of the foregoing, the following:

(i)

the Management Fee;

(ii)

all monies, of whatsoever nature, expended directly or indirectly in maintaining and operating the Joint Venture and the Business;

(iii)

professional costs associated with the Joint Venture, the Business or the financing thereof;

(iv)

development plans, marketing plans, and all other studies or reports;

(v)

filing costs whether for securities regulations or other matters;

(vi)

suppliers, contractors, trades, services, and all other inputs of goods, services, or labour for the Business and Joint Venture thereof;

(vii)

employees, contract labour, management, and all other personnel costs;

(viii)

services of third parties or provided by the Parties at fair market value;

(ix)

administration, travel, office supplies, and all other costs reasonably incurred by or chargeable to the Business and its administration;

(x)

marketing, advertising, promotion, and such related expenses,

(xi)

costs of sales including commissions, transaction fees, and other such charges;

(xii)

the costs of raising equity or debt financing to capitalize the Business and the Joint Venture;

(xiii)

interest costs and payment, amortization or otherwise, of debt relating to the Joint Venture or the Business; and

(xiv)

all other costs as may be determined by the Board, from time to time, and normally charged to a business such as the Business in accordance with industry standards and generally accepted accounting principals consistently applied;

(g)

“ JV Assets ” means the License and any other assets provided by the Parties to the Joint Venture;

(h)

“ Management Fee ” means the fee to be paid to TMM in consideration for TMM’s management of the operational aspects of the Business, in accordance with the terms of section 3 hereof;

(i)

“ Parties ”, “ Party ”, means the parties, singly or collectively as appropriate, to this Agreement or their proper successors, assigns, or other recipients of a party’s rights, in whole or in part, in or to this Agreement;

(j)

“ Profits ” means the Revenues less Costs, which net result is available for distribution to the Parties hereof;

(k)

“ Revenues ” or “ Revenue ” means gross sales proceeds and income of whatsoever nature realized through the conduct of the Business and the realization of the Business conducted pursuant to this Agreement; and

(l)

“ Territory ” means India.

1.01

The Parties hereby agree to form, and on such date as this Agreement is executed by both Parties hereto, there will be formed, the Joint Venture.

1.02

The Parties agree to contribute in accordance with this Agreement the License and all required working capital to the Joint Venture to be owned and operated jointly as assets of the Joint Venture, develop the Business as co-venturers in the Territory, conduct the Business in accordance with this Agreement, and share in the Profits of the Joint Venture in accordance with the terms of this Agreement.

1.03

The business of the Joint Venture will be limited strictly to the Business and will not be extended by implication, or otherwise, unless specifically agreed to by the shareholders of the Company. The Business will not be altered or changed to unrelated endeavors from that of the present Business without unanimous consent of the shareholders of the Company, with such consent not to be unreasonably withheld.

1.04

The Business will employ the JV Assets as determined by the Board.  The Joint Venture may not be terminated except by consent in writing of all Parties to this Agreement.

1.05

In order to form the Joint Venture and conduct the Business, TMM and PML will incorporate the Company under the laws of India, and the JV Assets will be held in the Company, and the Business and all other affairs of the Joint Venture will be conducted through the Company.  The Company shall reimburse each of PML and TMM respectively for all legal and other costs and expenses, including stamp duty payable (if any), incurred by the Parties in connection with this Agreement and the transactions contemplated hereby.

1.06

The proposed name of the Company will be TechMedia Mobile (India) Pvt. Ltd., or such other name as determined by TMM in consultation with PML.  The authorized share capital of the Company will consist of an unlimited number of ordinary shares with a par value of US$1.00, of which 100 common shares will be issued and outstanding as follows:

Name

No. of Shares

Consideration Payable

TMM

85 Shares

 INR4,250.00 (equivalent to USD85.00)

PML

15 Shares

 INR750.00 (equivalent to USD15.00)

1.07

Each Equity share in the capital of the Company will entitle the holder thereof to attend all meetings of the shareholders of the Company, and to one vote for each ordinary share held.  In the event of the liquidation or dissolution of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, the holders of the Shares will be entitled to share on a pro rata basis as to the number of ordinary shares of the Company held, in the distribution of the property and assets of the Company.

1.08

1.09

1.10

The Company will remain a private Company at all times, and the issuance of shares in the capital of the Company will be subject to restriction and limitation as set out in this Agreement.

1.11

PML acknowledges and agrees that for so long as PML is a shareholder of the Company, and for a period of (5) years after ceasing to be a shareholder of the Company, neither PML, nor any of its subsidiaries or associated companies (the “PML Group”), nor any Directors, Officers, Employees or Shareholders of the PML group, will use the Technology or will engage directly or indirectly in any business which is similar to or in competition with the Business (as the Business is constituted on the date of PML ceasing to be a shareholder of the Company).

1.12

The Parties have not created a partnership hereby and nothing contained in this Agreement will in any manner whatsoever constitute a Party the partner, agent or legal representative of any other Party or create any fiduciary relationship between them for any purpose whatsoever.  No Party will have any authority to act for or to assume any obligations or responsibilities on behalf of any other Party except as may be from time to time agreed upon in writing between the Parties or as otherwise expressly provided herein.

1.13

PML acknowledges and agrees that upon the execution of this agreement PML shall assign to the Company the exclusive right to use and exploit the License for the Business for a consideration of US$25Million as stated in Section 3 in this Agreement. The Parties acknowledge and agree that any and all intellectual property rights in and to the content provided for the Business will remain the sole property of PML.

2.01

The Board of the Company will at all times be comprised of five (5) directors.

2.02

Upon incorporation of the Company, each of PML will nominate Two (2) member to the Board and TMM will nominate Three (3) members to the Board, and both PML and TMM will vote their Shares so that the initial Board will be comprised of the following individuals:

2.03

The Chairman of the Board of the Company shall be Mr Johnny Lian or such other person nominated by him solely at all material times & the Chairman or his nominee shall have a casting vote in the case of a deadlock on any matters put before the Board.

2.04

In the event that the Board should increase in size for any reason whatsoever, then such increase will be such as to entitle TMM to nominate 85% of the new directors and PML to nominate 15% of the new directors to fill such vacancies.  .

2.05

A quorum required for the transaction of business at a meeting of the Board will be all five members of the Board, present in person or by telephone or other electronic means.  If, within one-half hour from the time set for the holding of a Board meeting, a quorum is not present, the meeting stands adjourned for 48 hours at the same time and place.  If, at the re-convened meeting, a quorum is not present within one-half hour from the time set for the holding of the meeting, then the presence in person or by telephone or other electronic means of the majority of the Board will constitute quorum at such re-convened meeting.

2.06

The Board will have one Board meeting in each three-month period, which meeting will be held at a time and place to be determined by the directors.  Any one director may call a meeting by providing 2 days’ (48 hours) notice prior to the meeting.  Notice may be waived by the directors, and directors may elect to attend a Board meeting by telephone or other electronic means.

2.07

All matters put before the Board will only be undertaken with approval by a majority of the directors at a duly and validly held meeting or by unanimous written consent resolution if approved without a meeting.  The directors will use their best efforts to reach an agreement on all matters to be approved by the directors.  Where the directors are unable to come to an agreement on a matter to be approved by a majority of the directors at a meeting, then the Chairman of the Board and/or his nominee shall have the casting vote to resolve such matter.

2.08

The election, appointment and determination of the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be determined by the Board.

2.09

There will be kept, in such bank or banks (including trust companies) as may be determined by the Board, bank accounts of the Company (the “ Company Accounts ”) in which will be deposited all monies received by the Company in the course of carrying on its Business from time to time.  All payments on account of the Company will be made by cheques drawn on the Company Accounts and all cheques, drafts or other instruments drawn and made for the purposes of the Business of the Company will be executed by two directors, or by such directors, officers or employees as may from time to time be authorized to do so by the Board.

2.10

The Company will control all invoicing to clients for services provided by the Company.

2.11

The following matters will only be undertaken with the unanimous approval of the shareholders of the Company:

(a)

the sale, lease, transfer, mortgage, pledge or other disposition of substantially all of the assets and/or undertaking of the Company, or any of its subsidiaries;

(b)

any transfer, sale, lease or grant of any rights in the JV Assets or any other assets of the Company;

(c)

any increase or reduction in the capital of the Company;

(d)

the consolidation, merger or amalgamation of the Company with any other company, association, partnership or legal entity, or any other form of capital or corporate reorganization, or any change in control of the Company or liquidation of the Company;

(e)

any increase or decrease in the number of issued shares of the Company, or the granting of any securities having rights preferences or privileges, on parity with or senior to the Parties, by the Company to any person to purchase securities of the Company;

(f)

the creation of any class of securities of the Company having rights, privileges or preferences on parity or in preference to the Shares;

(g)

any changes to the maximum number of directors appointed to the Board;

(h)

any borrowing or incurrence of liabilities by the Company;

(i)

any changes to the constating documents (memorandum or articles of association) of the Company;

(j)

any transaction out of the ordinary course of business; or

(k)

any contract between the Company and any shareholder or affiliate of the Company.

2.12

No shares of the Company will be allotted or issued unless PML and TMM have first been offered a pro rata allotment and have been given a minimum of 60 calendar days to purchase their allotment.  Any allotment not taken up by either TMM or PML will first be offered to the remaining of the two parties until no Shareholder wishes to purchase any further Shares and the payment period will remain the same with each stage of the offer.  The Shareholders may in writing waive the payment period or right to any allotments.

2.13

PML and TMM will, on an annual basis, or on a more frequent basis as determined by the Board or in accordance with the Articles of Association of the Company, hold a shareholders’ meeting, whereby they can discuss the Company’s overall status, including but not limited to, the Company’s financial status.  The requirements for the meeting of shareholders will be in accordance with the Articles of Association of the Company.

2.14

Except as specifically provided herein, neither PMM nor TML will mortgage, pledge, charge, hypothecate or otherwise encumber his or her interest or any part thereof without the prior written consent of the other Shareholders, which consent may be arbitrarily withheld.

2.15

In addition to the foregoing, the Company will not register nor permit the registration of any transfer of an interest, which must be the entire shareholdings of a Shareholder, in the Shares except as otherwise expressly permitted in this Agreement, or as follows:

(a)

neither TMM nor PML will sell, transfer or otherwise dispose or offer to sell, transfer or otherwise dispose, of their respective shares in the Company unless that party (in this section the “ Offeror ”) first offers by notice in writing (in this section the “ Offer ”) to the other party (in this section the “ Other ”) pro rata in accordance with their shareholdings in the Company, the prior right to purchase, receive or otherwise acquire the same;

(b)

the Offer will set forth:

(i)

the number of shares (which must be the entire shareholdings of the Offeror) the Offeror desires to sell (the “ Offered Shares ”);

(ii)

the price, expressed in Indian Currency, for the Offered Shares;

(iii)

the terms and conditions of the sale; and

(iv)

that the Offer is open for acceptance for a period of 60 days after receipt of such Offer by the Other(s);

(c)

the Other may accept such Offer by notice in writing to the Offeror;

(d)

if, and to the extent the Offer is not accepted, the Offeror may sell, transfer or otherwise dispose of the Offered Shares to any other person, firm or corporation (a “ Third Party ”) only for the consideration and upon the terms and conditions as set out in the Offer but only within the period of 30 days after the expiry of the period for acceptance by the Other and, if the Offeror does not do so, the provisions of this Section 2.15 will again become applicable to the sale, transfer or other disposition of the Offered Shares and so on from time to time;

(e)

no disposition of any interest permitted by this Section 2.15 will be made unless the Third Party will have entered into an agreement with the Other by which the Third Party will be bound by and entitled to the benefit of the provisions of this Agreement and the Other will enter into such an agreement; and

(f)

any Shareholder who will have disposed of all of its interest in compliance with the provisions of this Agreement will be entitled to the benefit of and be bound by only the rights and obligations which arose pursuant to this Agreement prior to such disposition.

2.16

The provisions as to the transfer of Shares contained in Section 2.15 above will not apply if, prior to the proposed transfer of Shares, the Other waives its right, in writing, to receive the Offer.

2.17

The clauses of the Memor