Loan Agreement

本借款合同 ( 下称 “ 本合同 ”) 由以下双方于 2009 年 9 月 25 日在中国北京 签署：

This Loan Agreement (this "Agreement") is made and entered into by and between the Parties below as of the 25 th   day of September, 2009, in Beijing, China:

贷款人和借款人以下各称为 “ 一方 ” ， 统称为 “ 双方 ” 。

Each of the Lender and the Borrower shall be hereinafter referred to as a "Party" respectively, and as the "Parties" collectively.

鉴于 :

Whereas:

Borrower, directly or indirectly, holds 30% of equity interests ("Borrower Equity Interest") in Mellow (Shenzhen) Technology Co., Ltd. ("Borrower Company"), which is a limited company duly registered in Shenzhen, China with its registered capital of RMB 10,000,000.00;

Lender intends to provide Borrower with a loan to be used for the purposes set forth under this Agreement.

经友好协商，双方达成本合同如下，以资信守：

After friendly consultation, the Parties agree as follows:

Loan

In accordance with the terms and conditions of this Agreement, Lender agrees to provide an interest-free loan in the amount of RMB [6,000,000.00] (the "Loan") to Borrower. The term of the Loan shall be 10 years from the date of this Agreement, which may be extended upon mutual written consent of the Parties. During the term of the Loan or the extended term of the Loan, Borrower shall immediately repay the full amount of the Loan in the event any one or more of the following circumstances occur:

30 days elapse after Borrower receives a written notice from Lender requesting repayment of the Loan;

Borrower's death, lack or limitation of civil capacity;

Borrower ceases (for any reason) to be an Shareholder of Borrower Company or their affiliates;

Borrower engages in criminal act or is involved in criminal activities;

Any third party filed a claim against Borrower that exceeds RMB 500,000; or

According to the applicable laws of China, foreign investors are permitted to invest in the value-added telecommunication business and/or other business of Borrower Company in China with a controlling stake or in the form of wholly-foreign-owned enterprises, the relevant competent authorities of China begin to approve such investments, and Lender exercises the exclusive option under the Exclusive Option Agreement (the "Exclusive Option Agreement") described in this Agreement.

Lender agrees to remit the total amount of the Loan to the account designated by Borrower within 20 days after receiving a written notification from the Borrower regarding the same, provided that all the conditions precedent in Section 2 are fulfilled. Borrower shall provide Lender with a written receipt for the Loan upon receiving the Loan. The Loan provided by Lender under this Agreement shall inure to Borrower's benefit only and not to Borrower's successors or assigns.

Borrower agrees to accept the aforementioned Loan provided by Lender, and hereby agrees and warrants using the Loan to provide capital for Borrower Company to develop the business of Borrower Company. Without Lender's prior written consent, Borrower shall not use the Loan for any purpose other than as set forth herein.

Lender and Borrower hereby agree and acknowledge that Borrower's method of repayment shall be at the sole discretion of Lender, and may at Lender's option take the form of Borrower's transferring the Borrower Equity Interest in whole to Lender or Lender's designated persons (legal or natural persons) pursuant to the Lender's exercise of its right to acquire the Borrower Equity Interest under the Exclusive Option Agreement.

Lender and Borrower hereby agree and acknowledge that any proceeds from the transfer of the Borrower Equity Interest (to the extent permissible) shall be used to repay the Loan to Lender, in accordance with this Agreement and in the manner designated by Lender.

Lender and Borrower hereby agree and acknowledge that to the extent permitted by applicable laws, Lender shall have the right but not the obligation to purchase or designate other persons (legal or natural persons) to purchase Borrower Equity Interest in part or in whole at any time, at the price stipulated in the Exclusive Option Agreement.

Borrower also undertakes to execute an irrevocable Power of Attorney (the "Power of Attorney"), which authorizes Lender or a legal or natural person designated by Lender to exercise all of Borrower's rights as a shareholder of Borrower Company.

Conditions Precedent

在下列条件全部得以 满足或由贷款人书面放弃后，贷款人才有义务按照第 1.1 条的 规定向借款人提供贷款。

The obligation of Lender to provide the Loan to Borrower contemplated in Section 1.1 shall be subject to the satisfaction of the following conditions, unless waived in writing by Lender.

Borrower Company and Lender or other person (legal or natural person) designated by Lender have officially executed an Exclusive Business Cooperation Agreement ("Exclusive Business Cooperation Agreement"), under which Lender or other person designated by Lender, as an exclusive service provider, will provide Borrower Company with technical service and business consulting service.

Borrower, Borrower Company and Lender or other person (legal or natural person) designated by Lender have executed a Share Pledge Agreement ("Share Pledge Agreement"), the contents of which have been confirmed, and according to the Share Pledge Agreement, Borrower agrees to pledge Borrower Equity Interest to Lender or other person designated by Lender.

Borrower, Lender and Borrower Company have officially executed an Exclusive Option Agreement, the contents of which have been confirmed, and under which Borrower shall irrevocably grant Lender an exclusive option to purchase all of the Borrower Equity Interest.

Borrower has executed an irrevocable Power of Attorney ("Power of Attorney"), which authorizes Lender or other person (legal or natural person) designated by Lender to exercise all of Borrower's rights as a shareholder in Borrower Company.

The aforementioned Share Pledge Agreement, Power of Attorney, Exclusive Option Agreement and Exclusive Business Cooperation Agreement have been entered into before or on the date of execution of this Agreement and shall have full legal validity without any default or encumbrance related to these agreements or contracts, and all the related filing procedures, approvals, authorization, registrations and government procedures have been completed (as applicable). The Parties have completed all the necessary government approvals and registrations for the Loan under this Agreement according to the relevant laws and regulations of the PRC.

All the representations and warranties by Borrower in Section 3.2 are true, complete, correct and not misleading.

Borrower has not violated the covenants in Section 4 of this Agreement, and no event which may affect Borrower's performance of its obligations under this Agreement has occurred or is expected to occur.

Representations and Warranties

Between the date of this Agreement and the date of termination of this Agreement, Lender hereby makes the following representations and warranties to Borrower:

Lender is a corporation duly organized and legally existing in accordance with the laws of Hong Kong;