China Youth Ne t Technology (Beijing) Co., Ltd. , a limited liability company duly established and existing under the laws of the People's Republic of China (“ PRC ” or “ China ”) with its domicile at 16th and 17th Floors, Changbao Plaza, 1 An Hua Bei Li, Guangqumennei Street, Chongwen District, Beijing, China (hereinafter, “ CYN ”);

China Youth Interactive Cultural Media (Beijing) Co., Ltd. , a limited liability company duly established and existing under the laws of the PRC with its domicile at 5th Floor, Huaxia Bank Building, 22 Jianguomennei Street, Dongcheng District, Beijing, China (hereinafter, “ CYI ”);

China Youth Net Advertising Co. Ltd. , a limited liability company duly established and existing under the laws of the PRC with its domicile at Room 705, 38, Chaowai Street, Chaoyang District, Beijing, China (hereinafter, “ CYN Ads ”); and

Youth Media (Hong Kong) Limited , a company duly organized and existing under the laws of Hong Kong, with its registered address at Level 28, Three Pacific Place, 1 Queen's Road East, Hong Kong (“ YMHK ”).

CYN is a business entity controlled by China Youth League and is entrusted by China Youth League to be responsible for, operate and hold investments in various businesses with respect to computer networks under China Youth League.  Related to that, the Movie and Television Network Center of China Youth League(the “ Center ”), which is a related entity of CYN and is also controlled by China Youth League, has been approved by the PRC State Administration of Radio, Film and Television (“ SARFT ”) and issued an Online Video-Audio License (as defined here below) by the same authority for dissemination of video and audio contents through information network.  CYN is one of the shareholders of CYI, presently owning and holding 51% of the total equity interest of CYI;

CYI has obtained an exclusive authorization from the Center to set up comprehensive network platform with on-campus students as targeted users and to provide information and related value-added services through such network.  CYN is in total support to CYI in this respect and is willing to provide various resources to CYI;

CYN Ads, in which CYN also owns and is holding 41% of the total equity interest, has been granted by CYN with certain advertising rights to place advertisements through networks under the auspices of CYN;

YMHK owns or has access to technologies, media contents and other desired resources that are valuable to the network operated or to be operated by CYI; and

CYN, CYI and YMHK are willing to cooperate with each other with respect to the aforesaid network and any other business opportunities in related areas, and CYN Ads is in total support of such cooperation;

Now, Therefore, after friendly discussions and based on the principles of equality and mutual benefit, the Parties agree on the following terms and conditions:

Unless otherwise defined or interpreted in the contexts of this Agreement capitalized terms used herein shall have the following meanings:

“ Affiliate ” means, in terms of any Party, any company, corporation, partnership, joint venture or other entity that directly or indirectly Controls, is Controlled by or is under common Control with that Party.

“ Control ”, “ Controls ”, “ Controlled ” (or any correlative term) means the possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise.  For the purpose of this definition, a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than 50% of the voting equity interests in such other Person.

" Intellectual Property Rights ” means patents, trade marks, service marks, trade names, design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content.

“ Campus Network ” means video and audio distribution network based on, including but not limited to, the China Education and Research Network (“ CERN ”), the broadband network infrastructure built in schools, universities and other education institutions.  After the Mobile Campus Network (as defined below in Clause 2.1.2) is launched, any reference of “Campus Network” under this Agreement shall also include the reference of the Mobile Campus Network as well, to the extent possible.

“ Person ” means any natural person, corporation, company, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, and shall include any governmental authority.

References to an “Exhibit” or a “Schedule” are, unless otherwise specified, to an exhibit or a schedule attached to this Agreement and references to an “Article” or a “Clause” are, unless otherwise specified, to one of the articles or clauses of this Agreement.

References to any word in the singular form, if applicable, include the references to such a word in the plural form, and vice versa.

Words importing any particular gender shall include all other genders.

The headings in this Agreement are for purposes of easy reference only and shall not be considered in construing this Agreement.

CYN and CYI on the one side and YMHK on the other side agree to cooperate with each other to develop, build and operate a fully managed Campus Network under the auspices of CYN.  The Center is holding the Information Network Video-Audio Content Dissemination License issued by SARFT with the series no.  0105108 (the “ Online Video-Audio License ”) and CYI is holding the Telecommunication and Information Service Business License issued by the Telecommunication Administrative Bureau of Beijing, China with the series no.  070249 (the “ ICP License ”), both of which licenses are required for the setup, development and operation of the Campus Network.  The Center has granted an exclusive authorization to CYI (“ the Center's Authorization ”) to entrust CYI to setup, develop and operate the Campus Network.

At the initial stage, the Campus Network is a network that is only accessible on the campuses of universities and colleges in the Territory.  CYN will, by itself or through CYI or any other Affiliate, launch a network (“ Mobile Campus Network ”) for distribution of student-targeted video-audio contents via mobile network as soon as practicable after the signing of this Agreement, and upon the launch of such Mobile Campus Network, CYN, CYI, and YMHK will expand their cooperation under this Agreement to such Mobile Campus Network.  It is the intention of CYN, CYI and YMHK that later on, upon their mutual agreement, they may expand the Campus Network in manner permitted and appropriate in law so that it is accessible by the public via Internet.

The Campus Network will be deployed across a centrally controlled and protected system and will make use both of proprietary software systems and technologies controlled by YMHK and its Affiliates and software systems and technologies controlled by others (the “ Technology ”).  YMHK will license to CYI and will cause its relevant Affiliates to license to CYI for use by the Campus Network in the Territory any Technology YMHK or its relevant Affiliate might control and has the right to license.  Further, as soon as practicable after the Ef