A.

PML has been granted a 5 years exclusive license (the “ License ”) by the Government of Tamil Nadu to operate the business of installing, commissioning and maintaining mobile digital advertising platform hardware and software in public transport vehicles (the “ Technology ”), such as buses and the Indian Railway trains, which Technology will be used to display third party commercial content and advertising (such third party commercial content and advertising to be displayed in exchange for a fee to be paid by such third parties), and PML anticipates obtaining a similar license from the governments of the Indian states of Andra Pradesh, Gujarat, Maharastra, Kerala and Karnataka, and any other Indian states possible (the “ Participating State ”);

B.

PML has represented to TMM that the License permits PML to operate the Business on more than 10,000 buses within the state of Tamil Nadu in India, and on more than 30 railway trains throughout India;

C.

PML has the capability to perform the technical aspects of the Business and the skills to manage the operational aspects of the Business;

D.

TMM has the knowledge and has the capability to provide the necessary capital and funding for the operation of the Business;

E.

TMM and PML have determined to form a joint venture (the “ Joint Venture ”), which Joint Venture will be an incorporated company, to conduct the Business and any related future businesses which is derived there from or may be developed in such Joint Venture, all as more particularly set out herein.

(a)

“ Agreement ” means this Joint Venture agreement, as amended from time to time;

(b)

“ Board ” means the board of directors of the Company, as more specifically set out under section 2 of this Agreement;

(c)

“ Business ” means the operations of installing, commissioning and maintaining mobile digital advertising platform hardware and software in public transport vehicles such as buses and trains solely in the Territory, and includes the use of media technology and advertising to manage and commercialize the Business, in order to generate Revenues;

(d)

“ Company ” means a company having the proposed name of TechMedia Mobile (India) Pte. Ltd or such other name as determined by TMM in consultation with PML to be duly incorporated under the laws of India pursuant to this Agreement, the business purpose of which company will be to conduct the Business and any future businesses which is derived therefrom or may be developed in such Joint Venture;

(e)

“ Confidential Information ” will mean all information contributed by the Parties or acquired or developed by the Joint Venture which the Board considers confidential, proprietary, or useful in the Business and not generally known in the public and includes all technical information such as data, know-how, research, designs, drawings, plans, specifications, models, quality controls, trade secrets, software, processes, equipment, controllers, patents, and Business information such as equipment, devices, methods relevant to the Joint Venture’s Business, organizational charts, business plans, policies, corporate structure, financial information and resources, transactions, contracts and Joint Venture customers such as their names, requirements and necessities, and any collateral information which may be in the nature of a latent interest or expectation or corporate opportunity such as inventions, discoveries or improvements conceived, developed or made by employees, in whole or in part, or other persons associated with the Joint Venture and all and every other information which would reasonably be considered confidential in the industry or by employment of reasonable judgement and the burden will be on a Party to show that information alleged by the Board or a Party to be confidential is not;

(f)

“ Costs ” mean all costs, expenses, obligations, liabilities and charges of whatsoever kind or nature incurred or chargeable, directly or indirectly, in connection with the Business and the Joint Venture, which costs, expenses, obligations, liabilities and charges include, without limiting the generality of the foregoing, the following:

(i)

the Management Fee;

(ii)

all monies, of whatsoever nature, expended directly or indirectly in maintaining and operating the Joint Venture and the Business;

(iii)

professional costs associated with the Joint Venture, the Business or the financing thereof;

(iv)

development plans, marketing plans, and all other studies or reports;

(v)

filing costs whether for securities regulations or other matters;

(vi)

suppliers, contractors, trades, services, and all other inputs of goods, services, or labour for the Business and Joint Venture thereof;

(vii)

employees, contract labour, management, and all other personnel costs;

(viii)

services of third parties or provided by the Parties at fair market value;

(ix)

administration, travel, office supplies, and all other costs reasonably incurred by or chargeable to the Business and its administration;

(x)

marketing, advertising, promotion, and such related expenses,

(xi)

costs of sales including commissions, transaction fees, and other such charges;

(xii)

the costs of raising equity or debt financing to capitalize the Business and the Joint Venture;

(xiii)

interest costs and payment, amortization or otherwise, of debt relating to the Joint Venture or the Business; and

(xiv)

all other costs as may be determined by the Board, from time to time, and normally charged to a business such as the Business in accordance with industry standards and generally accepted accounting principals consistently applied;

(g)

“ JV Assets ” means the License and any other assets provided by the Parties to the Joint Venture;

(h)

“ Management Fee ” means the fee to be paid to TMM in consideration for TMM’s management of the operational aspects of the Business, in accordance with the terms of section 3 hereof;

(i)

“ Parties ”, “ Party ”, means the parties, singly or collectively as appropriate, to this Agreement or their proper successors, assigns, or other recipients of a party’s rights, in whole or in part, in or to this Agreement;

(j)

“ Profits ” means the Revenues less Costs, which net result is available for distribution to the Parties hereof;

(k)

“ Revenues ” or “ Revenue ” means gross sales proceeds and income of whatsoever nature realized through the conduct of the Business and the realization of the Business conducted pursuant to this Agreement; and

(l)

“ Territory ” means India.

1.01

The Parties hereby agree to form, and on such date as this Agreement is executed by both Parties hereto, there will be formed, the Joint Venture.

1.02

The Parties agree to contribute in accordance with this Agreement the License and all required working capital to the Joint Venture to be owned and operated jointly as assets of the Joint Venture, develop the Business as co-venturers in the Territory, conduct the Business in accordance with this Agreement, and share in the Profits of the Joint Venture in accordance with the terms of this Agreement.

1.03

The business of the Joint Venture will be limited strictly to the Business and will not be extended by implication, or otherwise, unless specifically agreed to by the shareholders of the Company. The Business will not be altered or changed to unrelated endeavors from that of the present Business without unanimous consent of the shareholders of the Company, with such consent not to be unreasonably withheld.

1.04

The Business will employ the JV Assets as determined by the Board.  The Joint Venture may not be terminated except by consent in writing of all Parties to this Agreement.

1.05

In order to form the Joint Venture and conduct the Business, TMM and PML will incorporate the Company under the laws of India, and the JV Assets will be held in the Company, and the Business and all other affairs of the Joint Venture will be conducted through the Company.  The Company shall reimburse each of PML and TMM respectively for all legal and other costs and expenses, including stamp duty payable (if any), incurred by the Parties in connection with this Agreement and the transactions contemplated hereby.

1.06

The proposed name of the Company will be TechMedia Mobile (India) Pvt. Ltd., or such other name as determined by TMM in consultation with PML.  The authorized share capital of the Company will consist of an unlimited number of ordinary shares with a par value of US$1.00, of which 100 common shares will be issued and outstanding as follows:

Name

No. of Shares

Consideration Payable

TMM

85 Shares

 INR4,250.00 (equivalent to USD85.00)

PML

15 Shares

 INR750.00 (equivalent to USD15.00)

1.07

Each Equity share in the capital of the Company will entitle the holder thereof to attend all meetings of the shareholders of the Company, and to one vote for each ordinary share held.  In the event of the liquidation or dissolution of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, the holders of the Shares will be entitled to share on a pro rata basis as to the number of ordinary shares of the Company held, in the distribution of the property and assets of the Company.

1.08

1.09

1.10

The Company will remain a private Company at all times, and the issuance of shares in the capital of the Company will be subject to restriction and limitation as set out in this Agreement.

1.11

PML acknowledges and agrees that for so long as PML is a shareholder of the Company, and for a period of (5) years after ceasing to be a shareholder of the Company, neither PML, nor any of its subsidiaries or associated companies (the “PML Group”), nor any Directors, Officers, Employees or Shareholders of the PML group, will use the Technology or will engage directly or indirectly in any business which is similar to or in competition with the Business (as the Business is constituted on the date of PML ceasing to be a shareholder of the Company).

1.12

The Parties have not created a partnership hereby and nothing contained in this Agreement will in any manner whatsoever constitute a Party the partner, agent or legal representative of any other Party or create any fiduciary relationship between them for any purpose whatsoever.  No Party will have any authority to act for or to assume any obligations or responsibilities on behalf of any other Party except as may be from time to time agreed upon in writing between the Parties or as otherwise expressly provided herein.

1.13

PML acknowledges and agrees that upon the execution of this agreement PML shall assign to the Company the exclusive right to use and exploit the License for the Business for a consideration of US$25Million as stated in Section 3 in this Agreement. The Parties acknowledge and agree that any and all intellectual property rights in and to the content provided for the Business will remain the sole property of PML.

2.01

The Board of the Company will at all times be comprised of five (5) directors.

2.02

Upon incorporation of the Company, each of PML will nominate Two (2) member to the Board and TMM will nominate Three (3) members to the Board, and both PML and TMM will vote their Shares so that the initial Board will be comprised of the following individuals:

2.03

The Chairman of the Board of the Company shall be Mr Johnny Lian or such other person nominated by him solely at all materia