TENANCY AGREEMENT

THIS TENANCY AGREEMENT is made this 12 ^th day of June   Two Thousand and Nine

BETWEEN the party named and described as the Landlord in Part 1 of the Schedule hereto (“ Landlord ” which expression shall where the context admits include its successors and assignees) of the one part and the party named and described as Tenant in Part 1 of the Schedule hereto (“ Tenant ”) of the other part.

WHEREBY IT IS AGREED as follows:

1.           The Landlord shall let and the Tenant shall take All Those premises (“ Premises ”) which form part of the Nexus Center situated at No.19A East 3 ^rd Ring Rd North , Beijing, China., the People’s Republic of China Together with all those fixtures fittings furniture or any other articles or things provided by the Landlord as set out in the Appendix Four hereto for the term defined in Part 4 of the Schedule hereto (“ Term ”) YIELDING AND PAYING therefor throughout the Term the rent (“ Rent ”) and property management fees ( “Property Management Fees” ) as are set out in Part 5 of the Schedule hereto and subject to the terms and conditions hereinafter contained.

2.           The Schedule hereto together with the Standard Conditions of the Tenancy Agreement (“ Standard Conditions ”) set out in Appendix One hereto as varied and/or modified by the Special Conditions (“ Special Conditions ”) specified in Appendix Two hereto and other Appendices expressly annexed hereto shall form part of this Tenancy Agreement and shall be incorporated into this Tenancy Agreement.

This Schedule sets out the details and particulars of this Tenancy Agreement and unless the context otherwise requires the terms specified in this Schedule shall have the meanings therein ascribed to them.

Part 1 – the Parties

Part 2 – the Premises

Part 3 – Delivery Date

Part 4 - the Term

Any renewal of the lease shall be subject to Clause 11.7.

Part 5 – the Rent and the Property Management Fees

Part 6 – the Deposit and Advance Payment

The signing page:

Landlord :                                           Bluewater Property Management Co., Ltd. (company chop)

Legal Representative

or authorized representative:                                                                                                                                (signature)

Legal Representative

or authorized representative:                                                                                                                                (signature)

Appendices

The Tenant to the intent that obligations hereunder shall continue throughout the Term hereby undertakes and agrees with the Landlord as follows:

1.1            (Rent and Property Management Fees) To pay the Rent the Property Management Fees and the handling charge of the cheques remittance or bank transfer on the first day of each and every calendar month (hereinafter the “ Due Date ”) (in the event that the first day in that calendar month is a statutory rest day or festival and holiday, the Due Date shall be the last working day in the preceding calendar month) or before and in the manner provided in the Schedule hereto in advance clear of all deduction, set-off or withholding by way of cheques of immediate value drawn in favour of “Bluewater Property Management Co., Ltd.” or by remittance or bank transfer to the bank account designated by the Landlord in writing from time to time. If the Commencement Date and The Expiry Date do not respectively fall on the first or the last day of the calendar month, the monthly payments to be made for the month in which the Commencement Date or the Expiry Date falls shall be a multiple of the number of days included in the first and last months of the Term and the daily Rent and/or daily Property Management Fees.  The Property Management Fees shall include without limitation all contributions towards the cost of the Landlord and/or its property management company of the Building (“ the Property Management Company ”) for and in providing central air-conditioning and heating, maintaining environmental hygiene of the Building including garbage disposal (excluding business or trade wastes of the Tenant), installing and maintaining common facilities, providing water, electricity and communication services for use in the common areas, public liability insurance, fire insurance and such other insurance necessary against risks for managing the common areas of the Building, remuneration and other benefits for security guards and other property management personnel (including consultation fees payable to professionals where necessary) and administration cost (including the remuneration of the Property Management Company) and any other building services provided by the Landlord and/or the Property Management Company. The Landlord shall be entitled to prepare or revise the budget for the Property Management Fees periodically and any readjustment of the Property Management Fees, if any, shall be notified in writing to the Tenant and shall take effect from the date specified in such notice.

1.2            (Advance Payment) To upon signing this Tenancy Agreement pay to the Landlord the sum set out in the Schedule hereto (“ Advance Payment ”) which is equivalent to the aggregate of (i) one (1) month’s Rent and Property Management Fees as advance payment thereof; and (ii) if the commencement date of the rental payment during the Term does not fall on the first date of a calendar month, the Rent and the Property Management Fees shall be calculated on a pro-rata basis in accordance with the number of days from the said commencement date to the last date of that month under this Tenancy Agreement.

1.3            (Occupation Taxes) To pay and discharge all taxes charges impositions and other outgoings of an annual or recurring nature now or hereafter to be imposed and charged by all lawful authorities upon the Premises or upon the tenant or occupier thereof under the relevant laws and regulations.

1.4            (Charges) To discharge all outgoings or charges for air-conditioning services for non-business hours, telephone services, internet, telecommunication services, electricity,

water (if applicable), telephone lines and other services consumed in the Premises and all necessary connection fees and deposits for such services. The rates and fees of such services shall be subject to the invoices provided by the Landlord and/or the Property Management Company.

The Tenant to the intent that obligations hereunder shall continue throughout the Term hereby undertakes and agrees with the Landlord as follows:

2.1            (Compliance with regulations by-laws rules) To observe and comply with and to indemnify the Landlord against the breach of any legislation law regulation by-law rule and requirement of any government or other competent authorities relating to the use and occupation of the Premises or to any other act deed or thing done suffered or omitted therein or thereon by the Tenant or any employee agent contractor or visitor of the Tenant and without prejudice to the foregoing to obtain such licence approval or permit required by any government or other competent authorities in connection with the Tenant's use or occupation of the Premises prior to the commencement of the Tenant's business and to maintain the same in force and to notify the Landlord forthwith in writing of any notice received from any government or public authority concerning or in respect of the Premises or any obligation under this Clause.

2.2            (Obligation to take possession of property etc.) To take possession of the Premises upon the Delivery Date by following all steps and procedures required by the Landlord, failing which possession shall be deemed to have been taken and the Term shall be deemed to have commenced on the Commencement Date without prejudice to other rights and remedies of the Landlord provided herein.  For the avoidance of doubt, should the Tenant fail to make full payment of the Deposit and Advance Payment to the Landlord before the Delivery Date in accordance with this Tenancy Agreement, the Landlord shall have no obligation to allow the Tenant to take possession of the Premises on the Delivery Date.  The Commencement Date, Fit-out Period (if applicable) and Rent-Free Period (if applicable) as provided hereunder shall not be delayed, and in such case, the Tenant shall take possession of the Premises by following all steps and procedures required by the Landlord within three workings day after the Deposit and Advance Payment have been made in full.

Should the Tenant fail to take the required steps and procedures to take possession of the Premises on the Delivery Date or within seven days of the time as provided by this Section, the Landlord may, but is not obligated to, give the Tenant a notice in writing to terminate this Tenancy Agreement.  In such case, the Landlord shall have the right to forfeit all Deposit and have no obligation to refund the same to the Tenant. The Deposit shall be the compensation to the Landlord for its loss due to the default by the Tenant.

2.3            (Repair obligations) To keep all the interior non-structural parts of the Premises including flooring and interior plaster or other finishes or rendering to walls floors and ceilings the Landlord’s fixtures and fittings therein and all additions thereto including but not limited to all doors windows electrical installations wiring ducting and piping therein in good clean tenantable and proper repair and condition and properly preserved and painted.

2.4            (Injury and damage to property, indemnity and insurance)

2.4.1  To be responsible for, and to indemnify the aggrieved party who suffered directly in, any damages of the Premises or part of it caused by fire, explosion, water damage or smoke emission occurs at the Premises, or from any behaviour, failure in performing duty or negligence by the Tenant or its employee, agent, contractor, authorized person, invitee, or visitor, whereby the Tenant shall also be legally liable to indemnify the Landlord for any claims however caused or taken out by any person (including a third party) arising from the above incidents.

2.4.2  The insurance policy taken out by the Landlord, in which the Landlord shall be named beneficiary, will only cover the Premises’ structure, fixtures and ancillary facilities.  In the event of the occurrence of any insurance incident, the Landlord shall be the only party entitled to the proceeds paid by the insurance company under such insurance policy. The Tenant shall in no event be entitled to any claim for any such proceed due to any property damage and personal injury arising out of such insurance incident.

2.4.3                      Throughout the Term of the lease (including the Rent-Free period), to effect insurance cover with a reputable insurance company on public liability which include, but not limited to, damages of the Premises or part of it caused by fire, explosion, water damage or smoke emission occurs at the Premises, or any personal injury or death and/on property loss or damage caused by any behaviour, failure in performing duty or negligence of the Tenant or its employee, agent, contractor, authorized person, invitee, or visitor, with an insured amount not less than RMB3,000,000.00 yuan (in each claim) or an insured amount which may be reasonably stipulated by the Landlord from time to time and the insurance policy shall contain a clause to the effect that the insurance cover thereby effected and the terms and conditions thereof shall not be cancelled, modified or restricted, or the insured amount be reduced or the exemption amount be increased unless the Landlord’s prior written consent is obtained.  The insurance policy taken out by the Tenant shall include but not limited to the following clauses:

2.4.4  Prior to the Commencement Date, to provide to the Landlord a copy of the cover note of such policy and the receipt for the paid premium or a letter of confirmation from the insurer, so as to prove that it has already taken out adequate insurance cover pursuant to the above requirements.  The Tenant shall also within two months from the Commencement Date provide to the Landlord a copy of the above insurance policy for records.  In the event that the above policy expires during the term of the lease of the Premises, the Tenant shall complete renewal of the insurance policy duly and shall within one month from the expiry date of the previous insurance policy provide to the Landlord copy of the renewed policy together with copy of the paid premium or a letter of confirmation from the insurer for records.

2.4.5  .Throughout the Term of the lease (including the Rent-Free period), the Tenant shall maintain insurance policy or policies with respect to its own possessions and any other items within the Premises, and its employees as required by the applicable laws.

2.5            (Replacement of windows or curtain wall) To reimburse to the Landlord the cost of replacing all broken and damaged windows and glass or curtain wall if the same be broken or damaged by the act or neglect of the Tenant its employees agents contractors invitees customers or visitors.

2.6            (Entry by Landlord) To permit the Landlord and all persons authorized by it at all reasonable times upon notice to enter and view the state of repair of the Premises to take inventories of the fixtures and fittings therein and to carry out any works repairs or maintenance to the Premises and/or the Building provided that in the event of an emergency the Landlord and/or the Property Management Company and their employees or agents may enter without notice and forcibly if need be and for this purpose, the Tenant shall inform the Landlord as to the presence and nature of any security system of the Tenant installed in the Premises.

2.7            (Notice of repair) On receipt of any notice from the Landlord or its authorized representative specifying any repairs which are required to be done and which are the responsibility of the Tenant hereunder forthwith to put in hand and execute the same without delay. Failure by the Tenant so to do will entitle the Landlord or its employees or agents to enter upon the Premises and forcibly if need be to carry out any such works or repairs at the expense of the Tenant.

2.8            (Inform Landlord of damage) To give notice in writing to the Landlord of any injury to person occurred in and any damage that may be suffered to the Premises and of any accident to or defects in the water pipes electrical wiring or fittings fixtures or other facilities provided by the Landlord.

2.9            (Directory boards) To pay the Landlord immediately upon demand the cost of affixing repairing altering or replacing as necessary the Tenant’s name in lettering to the directory boards provided by the Landlord.

2.10            (Viewing Advertising and Reletting) To permit at all reasonable times upon prior notice during the three calendar months immediately preceding the expiration of the Term prospective tenants or occupiers to inspect the Premises and every part thereof.

2.11            (Regulations) To observe and perform and not to contravene any of the provisions contained in the Regulations as may from time to time be adopted by the Landlord pursuant to Appendix One hereof.

2.12            (Deeming acts and defaults) To be responsible to the Landlord for any breach non-observance non-performance of the terms conditions agreements or stipulations by and the acts neglects omissions and defaults of all employees agents contractors or visitors of the Tenant as if they were the breach non-observance non-performance of the terms conditions agreements or stipulations by and the acts neglects omissions and defaults of the Tenant itself.

2.13   (Handover of Premises) Upon expiry or termination of this Tenancy Agreement for whatsoever reasons, to reinstate the Premises to the condition as per the standards (as set forth in Appendix Four hereunder) when the Landlord delivered the Premises to the Tenant

for usage, i.e. to dismantle any fixtures fittings or additions or alterations made by the Tenant to the Premises after taking procession so as to reinstate the Premises to the condition when the Premises is delivered to the Tenant, and to deliver the Premises to the Landlord together with all the fixtures, installation and additional facilities. All the shortfall shall be supplemented or compensated by the Tenant for the damages, tear and wear of the materials. The Landlord shall supply the detailed quotation for deficient items and the Tenant agrees that the amount in such quotation shall be deducted directly by the Landlord from the security deposit. The returned Premises together with all fixtures, fittings and ceiling accessory materials therein and thereto shall be in a complete, good, clean, tenantable and properly repaired condition. The Tenant shall not be entitled to claim any compensation or damages from the Landlord in respect of any fixtures fittings or additions made by the Tenant in the Premises. Should the Landlord make such request, the Tenant shall handle such removal of its personal belongings, fixtures, fittings and additions and be responsible for such removal and transportation costs upon the expiry of this Tenancy Agreement or its earlier termination. As such, should there be any damages caused to the Premises and fixtures, fittings and additions which ought to be returned to the Landlord during the course of such removal, the Tenant shall make such remedy to the Landlord’s satisfaction in a proper and sophisticated manner. Should the Tenant be unable to fulfill the aforesaid duty in accordance with the Landlord’s requirement, the Tenant agrees to pay any and all removal and transportation costs irrespective of whether the Landlord handles such work itself or hires contractor to perform the same instead. The Tenant shall surrender to the Landlord all keys giving access to all parts of the Premises and permit the Landlord to remove at the Tenant’s expenses all letters and characters relevant to the Tenant from the directory boards and from all the doors, walls or windows of the Premises and to make good any damage caused by such removal. If the Tenant fails to reinstate the Premise (except for the case where both parties agree that the internal fittings, decoration or accessories shall be retained) and to deliver up vacant possession of the Premises on the expiry or earlier termination date of this tenancy according to the stipulations in this Clause, the Tenant shall pay to the Landlord a late delivery compensation (which is equivalent to 300% of the amount of the daily Rent and Management Fee of the Premises) for each day of the period of delay in delivering possession of the Premises to the Landlord (“ Overstay ”). AND acceptance of such Overstay compensation by the Landlord shall not mean that the Landlord recognizes the Tenant’s Overstay.  Further, notwithstanding the Landlord’s acceptance of such Overstay compensation, if there are articles fixtures or fittings remained or abandoned in or at the Premises upon the expiry or earlier termination of this tenancy, the Landlord is entitled to terminate electricity, air-condition, water supply, telephone, internet and / or other services and supplies to the Premises without prior notice and to take possession of the Premises. The Tenant hereby agrees to disclaim the ownership of such articles and agrees that the Landlord can freely dispose of the same including but not limited to disposal, realization or similar manners. Gains accrued there from shall belong to the Landlord (if any) and costs shall be born by the Tenant (if any) and the Landlord shall not be accountable to the Tenant or any other persons for any loss or damage in respect of such disposal or any other treatment thereof. Further, the Landlord is entitled to refuse entry into the Premises by the Tenant or its employee, agent, contractor, authorized person, invitee, customer or visitor upon the expiry or early termination of this Tenancy Agreement (notwithstanding the Tenant’s payment of the Overstay compensation), all risk and consequence arising out of such refusal shall be solely borne by the Tenant accordingly.

2.14            (Electronic Installations, circuits, piping and ducting)   To repair and replace any electrical installation wiring ducting or piping installed by the Tenant if the same becomes

dangerous or unsafe or if so reasonably required by the Landlord or by the relevant utilities company and the Tenant shall use the Landlord's one of the recognised contractors for the electric power project of fire-service (including thermometric sensor and smoke detection system) and the wiring (from the meter room to the Tenant's main switch) works.  The Tenant shall permit the Landlord or its agents to test the fire-service, air-conditioning and wiring ducting or piping installed by the Tenant in the Premises at any reasonable time upon request being made.

2.15            (Cleaning) To keep the Premises including where the Tenant occupies the entire floor(s) including the common area and the lift lobbies on the floor(s) of the Building occupied by the Tenant at all times in a clean and sanitary state and condition.

2.16            (Cleaning of drains) To pay to the Landlord on demand all costs incurred by the Landlord in clearing repairing or replacing any of the drains pipes or sanitary or plumbing apparatus choked or stopped up owing to the careless or improper use or neglect by the Tenant or any employee agent contractor invitee guest or visitor of the Tenant and to indemnify the Landlord against any cost claim or damage caused thereby or arising therefrom.

2.17            (Protection from bad weather) To take all reasonable precautions to protect the Premises against damage by storm heavy rainfall heavy snowfall or the like and in particular to ensure that all exterior doors and windows are securely fastened upon the threat of such adverse weather conditions.

2.18            (Outside windows and doors) To keep all outside windows and doors closed and in the event of a breach of this Clause the Landlord shall have the right to send a representative to close any open door or doors or window or windows should the Tenant fail to forthwith comply with the Landlord’s request to close the same.

2.19            (Service entrances and lifts) To load and unload goods only at such times and through such service entrances and by such service lifts as shall be designated by the Landlord for this purpose from time to time.

2.20            (Refuse and garbage removal) To be responsible for the removal of garbage and refuse from the Premises and to dispose of such garbage and refuse only in those areas in the Building as shall be designated by the Landlord from time to time.

2.21            (Conducting of business) To conduct the business of the Tenant so as not to prejudice the goodwill and reputation of the Building as a first class office building.

2.22            (Indemnity against breach) To keep the Landlord fully indemnified from and against all actions claims losses damages expenses and legal costs which the Landlord may suffer or incur as a result of or arising from any of the Tenant’s breach non-observance or non-performance of any term condition agreement or stipulation contained in this Tenancy Agreement or out of any works carried out by the Tenant at any time during the Term to the Premises or out of anything affixed and/or installed by the Tenant now or during the Term attached to or projecting from the Premises or arising from any act neglect or default of the Tenant.

2.23            (Usage) Not to use or permit to use the Premises or suffer the Premises to be used for purpose other than as office, and to observe any PRC and Beijing regulations in respect of property use and property management. Tenant hereby warrants that the aforesaid purpose of the Premises shall not change within the Term without the prior written consent of Landlord and the approval from relevant authority.

The Landlord agrees with the Tenant as follows:

3.1            (Quiet enjoyment) Subject to the Tenant paying the Rent, the Property Management Fees and other amounts hereby agreed to be paid at the time and in the manner herein provided for payment of the same and observing and performing the terms conditions agreements and stipulations contained in this Tenancy Agreement and to be observed and performed by the Tenant to permit the Tenant to peacefully hold and enjoy the Premises during the Term without any interruption by the Landlord or any person lawfully claiming through the Landlord provided that the Tenant acknowledges that the Landlord or the Property Management Company shall have the right to carry out renovation alteration and/or repair works within, outside and/or above the Building and that fitting-out works may be carried out by the Landlord and/or other tenants of the Building.

3.2            (Roof and main structure) To keep the main structural parts of the Building in a proper state of repair.

3.3            (Decoration) To carry out all necessary decoration to the common areas of the Building as and when the Landlord shall decide the same is necessary.

3.4            (Cleaning) To keep the common areas and toilets and other parts of the Building for common use clean and in proper condition.

3.5            (Common Facilities) To maintain any lifts escalators fire and security services equipment air-conditioning plant and other common service facilities of the Building in proper working order.

3.6            (Air-conditioning) During normal working hours, to provide air-conditioning services to the Premises daily from Monday to Friday (including those Saturdays and Sundays that become working days according to public holiday schedule) from 8:00 a.m. until 7:00 p.m. and from 8:00 a.m. until 12:00 a.m. of Saturdays (excluding public holidays). Days other than those provided hereby as within normal working hours and public holidays shall be considered outside of normal working hours and no air-conditioning services will be provided. If the Tenant shall require air-conditioning services for extra hours the Landlord may provide the same to the Tenant on receiving reasonable prior notice of the Tenant’s requirement. The charges for such additional air-conditioning shall be determined by the Landlord and notified to the Tenant from time to time and the Tenant shall forthwith pay the charges thereof on receipt of the demand note therefore.

3.7  3.7    ( Registration of the Tenancy ) Upon request of the Landlord, the Tenant shall assist the Landlord in applying for registration of the lease, including but not limited to providing valid and lawful business license, and signing relevant docume