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Exhibit 10.24

PROXY AGREEMENT

 

 

This Proxy Agreement (the “Agreement”) is dated June 15, 2010 and is entered into between Hunan Beiwei International Media Consulting Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party A” or “Proxy Holder”), Changsha Beichen Cultural Communications Co., Ltd., a company with limited liability formed under the laws of the People’s Republic of China (“Party B”) and each of the shareholders of Party B listed on Appendix 1 (“Shareholders”). Party A, Party B, and Shareholders are collectively referred to in this Agreement as the “Parties.”

 

RECITALS

 

A.

The Shareholders hold a majority of the outstanding shares of Party B;

 

B.

The Shareholders are willing to entrust the person designated by the Proxy Holder with their voting rights (with respect to shares held by each such party) without any limitations, at any shareholder meeting of Party B.

 

 

NOW THEREFORE , the parties agree as follows: