AMENDMENT NO. 2 TO THE ESCROW AGREEMENT
This Amendment No. 2
to the Escrow Agreement made as of the 23rd day of
December 2007 by and between K's Media (formerly known as Kinglake
Resources, Inc.,) a Nevada corporation (the "KVME" or "Party A");
Orient Come Holdings Limited, a British Virgin Islands company
("Party A Subsidiary" or "Orient"); Beijing K's Media Advertising
Ltd. Co., a limited liability company organized under the laws of
the PRC ("Chinese Advertisement Company" or "Party B"); the persons
listed on Schedule A hereto ("Party B Shareholders"); and Arnstein
& Lehr LLP, a law firm ("Escrow Agent") (each of the parties
hereto is a "Party" and, collectively, they are the "Parties").
WITNESSETH
WHEREAS, the Parties
entered into that certain Escrow Agreement dated as of December 23,
2007 and the Parties wish to amend the Escrow Agreement upon the
terms set forth herein;
WHEREAS, Party B
Shareholders desire to assign the right to certain Escrowed Shares
to Andy Pang;
WHEREAS, Andy Pang
has agreed to comply with the terms and conditions of the Escrow
Agreement, as amended.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
1. All defined
terms not otherwise defined herein shall
