GAME LICENSE AGREEMENT

1.01      

“ Business Day ” shall mean any business day other than Saturday, Sunday or a legal holiday in the Territory.

1.02      

“ Client Software ” shall mean the software comprised in the Software to be distributed online free of charge and in CD form for a set price, as purchased and used by Users in order to access the Game server and Server Software of Licensor and to play the Game or upgraded Game, as the case may be, on-line.

1.03      

“ Closed Beta Service ” shall mean the operation of the Game provided free to limited designated beta testers or the Users for the purpose of bug testing of the Game within the Territory. The time period and the type of service to be provided hereunder shall be determined by Licensee in consideration of the circumstances and quality of the program (Client Software, Server Software, and/or other software or hardware requirements necessary for the full and proper operation of the Game in the Territory).

1.04      

“ Commercial Service ” shall mean the Licensor Services to Users for fee, where the Users are charged for playing the Game in the Territory.

1.05      

“ Commercial Launch Date ” shall mean the date on which the Localized Game is launched commercially by the Operating Entity to the public. Without limiting the foregoing and for the avoidance of doubt, Commercial Launch Date shall not be the date that Localized Game is introduced to the press, it shall be the initial date of the Operating Entity Service after the Open Beta Version is launched to and tested by the public. Commercial Launch Date shall be no later than the date of 30th June , 2007 or any other date mutually agreed upon by the Parties.

1.06      

“ Confidential Information ” shall mean all information relating to the business of Licensor or Licensee, including without limitation, unreleased information regarding the Game, the Game and technologies relating thereto or embodied therein, the identity of their arrangements with any person or entity, manufacturing sources, financial information of Licensor or Licensee, including pricing and cost information, new Game or plans for new Game, and marketing plans, materials and other information.

1.07      

“ Day ” or “ Days ” shall mean any calendar days, including weekends and holidays, unless otherwise specified hereunder.

1.08      

“ Derivative Merchandise(s) ” shall mean the products (including but not limited to posters, books, toys and accoutrements and other shapes) which are made up of the names, pictures, graphics, music and other items forming part of the Game.

1.09      

“ Documentation ” shall mean guides, instruction manuals and other documents, whether in written or machine readable form updated and issued by Licensor from time to time for Licensee’s use of the Game.

1.10      

“ Game ” shall mean an internet game with the English title of “Battle Zone” that may be played by a User with other Users by installing the Client Software onto a User’s computer and then accessing the Server Software by means of an internet connection, which Licensor has the exclusive right to publish, distribute and license world-wide.

1.11      

“ Intellectual Properties ” or “ Intellectual Property Rights ” shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing: (a) rights associated with works of authorship anywhere in the world, including, but not limited to, copyrights (including without limitation, the sole and exclusive right to prepare derivative works of the copyrighted work and to copy, manufacture, reproduce, distribute copies of, modify, perform and display the copyrighted work and all derivative works thereof), moral rights (including without limitation any right to identification of authorship and any limitation on any subsequent modification) and mask-works; (b) rights in and relating to the protection of trademarks, service marks, trade names, goodwill, rights of publicity, merchandising rights, advertising rights and similar rights; (c) rights in and relating to the protection of trade secrets and confidential information; (d) patents, designs, algorithms and other industrial property rights and rights associated therewith; (e) other intellectual and industrial property and proprietary rights (of every kind and nature anywhere in the world throughout the universe and however designated) relating to intangible property that are analogous to any of the foregoing rights (including without limitation logos, rental rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; (f) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in

force throughout the world (including without limitation rights in any of the foregoing); and (g) rights in and relating to the sole and exclusive possession, ownership and use of any of the foregoing throughout the world, including without limitation, the right to license and sublicense, assign, pledge, mortgage, sell, transfer, convey, grant, gift over, divide, partition and use (or not use) in any way any of the foregoing now or hereafter (including without limitation any claims and causes of action of any kind with respect to, and any other rights relating to the enforcement of, any of the foregoing).

1.12      

“ Minimum Guarantee ” shall mean the minimum amount of Royalty that Licensee shall pay to Licensor for the license granted hereunder.

1.13      

“ Open Beta Service ” shall mean the operation of the Game provided free to unlimited beta testers or Users for the purpose of testing for bugs in the Game within the Territory. The time period and the type of service provided shall be determined by Licensee in consideration of the circumstances and quality of the program (Client Software, Server Software, and/or other software or hardware requirements necessary for the full and proper operation of the Game in the Territory).

1.14      

“ Operating Entity ” shall mean Licensee, if Licensee operates the Game by itself, or Shanghai EworldChina Information Technologies Co., Ltd., a corporation organized and existing under the laws of the People’s Republic of China (“China”) and having its principal place of business at 1088 South Pudong Road, Suite 1202, Shanghai, China, if Licensee sub-license to it according to Article 2.05 below to operate the Game in the Territory.

1.15      

“ Royalty ” shall mean the fees that Licensee is obliged to pay to Licensor under Article 3.01 of this Agreement in set proportion to the Sales Revenue hereunder.

1.16      

“ Sales Revenue ” shall mean the total monthly sales amount of all revenue realized by License in relation to the Game in the Territory, without any deduction and offsets of any kind, including without limitation, offline/online sales of the “Monthly Subscription Fees” and the Advertisement Revenue (as defined under Article 3.08), except for Accessories Revenue (as defined under Article 3.09), derived from within or from the use of the Game or provision of the Services. “Monthly Subscription Fees” shall includes all sales made by License arising from or in relation to sales, distribution and provision of the Game or the Services,

1.17      

“ Servers ” shall mean the servers established, installed and operated by Licensee within the Territory only for the Game service to Users in the Territory.

1.18      

“ Server Software ” shall mean the software to be installed in the Internet server by Licensor to create, operate and maintain the system for enabling Users to play the Game on-line.

1.19      

“ Service ” shall mean the distributing, marketing and operating the Game to the Users in the Territory, as well as any other activities as stipulated in this Agreement.

1.20      

“ Software ” shall mean the various computer software programs regarding the Game.

1.21      

“ Territory ” shall mean the geographic region of China, excluding Hong Kong and Macao. The Territory may be extended only upon the mutual agreement in writing by the parties.

1.22      

“ Update ” shall mean updates, enhancement, improvements or upgrades to the Software.

1.23      

“ US Dollars ” or “ USD ” shall mean the dollar currency used in the United States of America, in

which the payments shall be made hereunder unless otherwise specified.

1.24      

“ User ” shall mean all subscribers for Game and Services in the Territory with respect to the Game.

2.01      

Licensor hereby grants, and Licensee accepts, subject to the terms and conditions contained in this Agreement, the exclusive, royalty-bearing and non-transferable license, without the right to sub-license save as provided for in Article 2.05 below, to service, use, sell, promote, distribute and market the Game in accordance with the terms and conditions for the Term (as defined below) of this Agreement, within the Territory, unless otherwise agreed by the parties, and to deliver the Services (the “License”).

2.02      

Licensor hereby grants to Licensee the License as provided in Article 2.01 above, within the scope of Licensor’s own license obtained from DM regarding the Game.

2.03      

Licensee shall have the following rights in the Territory only for the purpose of this Agreement:

(a)      

the rights to distribute and sell copies of the Client Software of the Game;

(b)      

the right to produce, distribute and sell passwords and/or other access methods in order for the Users to gain access to play the Game on-line;

(c)      

the right to obtain Updates from Licensor in order to upgrade the Game and install, reproduce and sell the upgraded Client Software or passwords therefore, in order for the Users to have access to the upgraded Games.

(d)      

the right to perform any needed translation (the simplified Chinese) of the Software and Licensor shall be responsible only for the integration of the translated text codes provided by License into the final translated versions of the Software.

(e)      

the non-transferable license to use the trademarks in direct relation to the distribution of the Game and the provision of the Services during the Term. Licensee agrees that the sole right of ownership of the trademarks is held by Licensor at all times and agrees that it shall not do anything to endanger the right of such ownership.

(f)      

the right to use the textual and/or pictorial matter pertaining to the Game, including but not limited to all characters, stories and sound recording, and/or the trademarks on advertising, promotional and marketing materials of the Game, only upon Licensor’s prior written consent thereof which consent shall not be unreasonably withheld.

2.04      

Notwithstanding anything to the contrary contained herein, the service, use, sales, promotion, distribution and marketing of the Game under this Agreement shall be made by Licensee as the Operating Entity in the Territory; provided that any materials related to the Game to be used in connection to such promotion, distribution and marketing shall require prior approval of Licensor.

Any service, use, sales promotion, distribution and marketing of the Game outside the Territory and any use of the Documentation or Client Software for any purpose other then performance under this Agreement are prohibited.

2.05      

Notwithstanding Article 2.01 above, License may sub-license the right granted by this Agreement to Shanghai EworldChina Information Technologies Co., Ltd., to be the Operating Entity for the purpose of service operation of the Game in the Territory, within the scope of the License hereunder.

2.06      

Except as expressly granted under this Agreement, nothing in this Agreement shall be construed to grant Licensee any rights in or related to the Game.

2.07      

The Game shall be serviced in the Territory only in the manner permitted by Licensor under this Agreement. Except as specifically provided hereunder, Licensee shall be strictly prohibited from any modification, amendment or revision of any part of the Game including the name of title and characters of the Game, without prior written approval from Licensor.

3.01      

In considerations of the licenses granted under this Agreement and the technical assistance and support to be provided in connection with the Localization of the Game, Licensee shall pay to Licensor the following:

(a)      

License fee of five hundred sixty thousand US Dollars (USD560,000) to be paid in installments as follows:

(i)      

one hundred seventy thousand US Dollars (USD170,000) within ten (10) Days from the Effective Date;

(ii)      

one hundred seventy thousand US Dollars (USD170,000) within ten (10) Days from the commencement date of the Closed Beta Service; and

(iii)      

two hundred twenty thousand US Dollars (USD220,000) within ten (10) Days from the commencement date of the Open Beta Service.

(b)      

Continuing Royalty of twenty-eight percent (28%) of the Sales Revenue (VAT not included) shall also be paid in addition to the License fee above.

3.02      

Licensee shall provide Licensor with a report ( “ Royalty Report ” ) on a monthly basis on the seventh (7 ^th ) Day of the immediately following month.* Each Royalty Report shall be in form and substance acceptable to Licensor and shall contain detailed information of the calculation of Sales Revenue for the applicable month. If Licensor has no objection to the content of the Royalty Report received, Licensor shall issue the invoice of the Royalty due to it within five (5) Business Days of its receipt of the Royalty Report. The Royalty shall be paid on a monthly basis within twenty (20) Days from the date of the invoice.*

*      

For the purpose clarification of the above, if the commencement date of the Commercial Service is the January 1, then the Sales Revenue for January shall be calculated from January 1 to January 31and the Royalty Report shall be due by February 7 and if Licensor ’ s Royalty invoice is received by Licensee by February 12, Licensor shall pay the due Royalty to Licensor by March 4.

3.03      

Licensee shall pay to Licensor the Minimum Guarantee of at least one hundred thousand US Dollars (USD100,000) every month. In the event the Royalty paid under Article 3.01 (b) above for a particular month is over one hundred thousand US Dollars (USD100,000), then the Royalty amount

calculated under Article 3.01 (b) above shall be paid for such month. However, in the event the Royalty paid under Article 3.01 (b) above for a particular month is less than one hundred thousand US Dollars (USD100,000), then one hundred thousand US Dollars (USD100,000) shall be paid for such month. In order for clarification, Licensee shall pay to Licensor at least two million four hundred thousand US Dollars (USD2,400,000) of Royalty as the Minimum Guarantee for the two (2) year Term hereunder.

3.04      

If Licensee fails to launch the Commercial Service before 30 ^th June, 2007 in the Territory, the Commercial Launch Date shall be deemed to have occurred on the 1 ^st July 2007 and Licensee shall pay to Licensor the Minimum Guarantee from such month..

3.05      

Any and all payments under this Agreement by Licensee to Licensor shall be made in US Dollars, by wire transfer to the account designated by Licensor or in such other method as may be mutually agreed between the parties, such as in common stock of the Licensee. In case of payment in common stock of the Licensee, Licensee shall obtain Licensor ’ s prior written approval of such form of payment and shall procure that Licensor lawfully and validly obtains the relevant common stocks in Licensee in accordance with the applicable laws of relevant jurisdiction.

3.05      

In the event any payment is delayed by Licensee for more than one (1) month under this Agreement, Licensee shall pay the delay interest of twelve percent (12%) per annum on such delayed amount for each Day of delay until the full payment is made.

3.06      

Any and all taxes including the sales tax, value added tax, income tax on any payment to Licensor under this Agreement shall be borne by Licensee. Provided, however, if any tax authority in the Territory requires Licensee to withhold the income tax on the payment to Licensor, Licensee is allowed to withhold as such tax up to ten percent (10%) of the respective payment amount, In the event that any amount is withheld for the tax payment under this Article 3.06 Licensee shall promptly inform Licensor of such payment and provide Licensor with a certification issued by the relevant tax authorities with respect to the Royalty payment. Any withholding tax in excess of ten percent (10%) of the respective payment amount shall be borne by Licensee, and Licensee shall not deduct such withheld amount from the actual payment amount.

3.07      

Even in case Licensee enters into a sub-license agreement, Licensee shall be liable for the payment of the Royalty and the matters relating thereto.

3.08      

Any revenue is gained from advertisement in connection with the Game (the “Advertisement Revenue”), such Advertisement Revenue shall be split and shared equally between the parties (50:50 share).

3.09      

If Licensee wishes to or anticipates gaining any revenue from sales of accessories and Derivative Merchandise related to the Game (the “Accessories Revenue”), the parties shall determine the terms and commission rates in connection with such Accessories Revenue in a separate written agreement.

3.10      

In the event of termination of this Agreement for any reason whatsoever, all outstanding payments due hereunder shall be calculated up to the date of termination, and shall be immediately due and payable to Licensor. However, any termination of this Agreement shall not affect any prior obligations of one party to the other, including but not limited to any payment obligations incurred prior to the termination date.

4.01      

Lice