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Cooperation Agreement - Xinhua Finance Ltd., Shandong Economic Observer Co. Ltd., Shandong Sanlian Group Co. Ltd., Economic Observer Press Office and Beijing Jingguanxincheng Advertising Co. Ltd.

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                             XINHUA FINANCE LIMITED

                                       and

                      SHANDONG ECONOMIC OBSERVER CO., LTD.

                                       and

                        SHANDONG SANLIAN GROUP CO., LTD.

                                       and

                         ECONOMIC OBSERVER PRESS OFFICE

                                       and

                 BEIJING JINGGUANXINCHENG ADVERTISING CO., LTD.

                                   ----------

                              COOPERATION AGREEMENT
                        IN RELATION TO ECONOMIC OBSERVER

                                   ----------

                                 20 APRIL, 2006

<PAGE>

                                TABLE OF CONTENTS



ITEM         DESCRIPTION                                                    PAGE
----         -----------                                                    ----
                                                                         
1            DEFINITIONS                                                      1
2            THE TRANSACTION AND COOPERATION                                  6
3            CONSIDERATION                                                    7
4            CLOSING CONDITIONS PRECEDENT                                     8
5            CLOSING                                                          9
6            COVENANTS                                                        9
7            WARRANTIES                                                      12
8            INDEMNITY                                                       13
9            NON-COMPETE COVENANT                                            14
10           TERMINATION                                                     14
11           MISCELLANEOUS                                                   15
SCHEDULE A   CORPORATE DETAILS OF JGXC                                       19
SCHEDULE B   CLOSING CONDITIONS PRECEDENT                                    20
SCHEDULE C   DOCUMENTS DELIVERABLES AT OR PRIOR TO CLOSING                   21
SCHEDULE D   VENDORS WARRANTIES                                              22
SCHEDULE E   XFL WARRANTIES                                                  31
SCHEDULE F   DETAILS OF ECONWORLD                                            32
SCHEDULE G   MANAGEMENT TEAM OF JGXC AND EVENT COMPANY                       33
SCHEDULE H   MANAGEMENT CONTRACT                                             34
SCHEDULE I   INDEMNIFICATION LETTER                                          35
SCHEDULE J   MATERIAL CONTRACTS                                              36
SCHEDULE K   LEASES                                                          37
SCHEDULE L   INTELLECTUAL PROPERTY                                           38
APPENDIX 1   Equity Transfer Agreement regarding Beijing JGXC
APPENDIX 2   Articles of Association of Beijing JGXC
APPENDIX 3   Business Cooperation Agreement
APPENDIX 4   Business Cooperation Contract
APPENDIX 5   Information Consultation Committee Organization Agreement
APPENDIX 6   Articles of Association of Beijing Jingshi Jingguan


<PAGE>

THIS COOPERATION AGREEMENT (this "AGREEMENT") is made on the 20th day of April
2006.

BETWEEN

(1)  XINHUA FINANCE LIMITED, a company incorporated under the laws of the Cayman
     Islands and listed on the Mothers BOARD of the Tokyo Stock Exchange
     (Symbol: 9399) ("XFL");

(2)  SHANDONG ECONOMIC OBSERVER CO., LTD., a company incorporated under the laws
     of the People's Republic of China (the "PRC") with registration number
     3700001806860 and a registered address at No. 22, Leyuan Road, Jinan City
     ("SEOC");

(3)  SHANDONG SANLIAN GROUP CO., LTD., a company incorporated under the laws of
     the PRC with registration number 3700001805047-2 and a registered address
     at No. 12, Quetuquan Road, Jinan City ("SANLIAN");

(4)  ECONOMIC OBSERVER PRESS OFFICE, an unincorporated legal entity established
     under the laws of the PRC with registration number 237000010007 and a
     registered address at Gao'er People's Government, Licheng District, Jinan
     City ("EOPO" ); and

(5)  BEIJING JINGGUANXINCHENG ADVERTISING CO., LTD., a company incorporated
     under the laws of the PRC with registration number 1101111930073 and a
     registered address at 18-C66, Construction Road, Kaixuan Road, Fangshan
     District, Beijing ("JGXC").

WHEREAS

A.   SANLIAN is holding 76.1% of the equity interest in SEOC while SEOC is the
     sole shareholder of JGXC holding 100% of the equity interest in JGXC;

B.   SANLIAN is the sponsor and owner of EOPO who has been licensed by the
     government to edit, publish and distribute the NEWSPAPER "Economic
     Observer", and is the controlling shareholder of SEOC;

C.   XFL desires to purchase from SEOC, and SEOC desires to sell to XFL all of
     the legal and beneficial interests in and to the EQUITY (as defined below)
     representing 50% of registered capital of JGXC on the terms and conditions
     set out in this AGREEMENT; and

D.   XFL, SANLIAN, SEOC, EOPO and JGXC desire to enter into and complete the
     TRANSACTION (as defined below) on the terms and conditions set out in this
     AGREEMENT.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set
forth herein, XFL, SANLIAN, SEOC, EOPO and JGXC agree as follows:

1    DEFINITIONS

     1.1  Definitions. The following terms, as used herein, have the following
          meanings:

          "AFFILIATES" of a specified PERSON means any other PERSON that,
          directly or indirectly, through one or more intermediaries, CONTROLS,
          is CONTROLLED by, or is under common CONTROL with, such specified
          PERSON or, in the case of a natural person, such PERSON's spouse,
          parents and descendants (whether by blood or adoption and including
          stepchildren);

          "AGREED FORM" means, in relation to any document, the form of that
          document which has been agreed upon by each of the PARTIES hereto
          before CLOSING;


                                        1

<PAGE>

          "BOARD" means the board of directors of JGXC;

          "BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday and
          Friday on which banks in Tokyo, Hong Kong or the PRC are not required
          or permitted by laws to be closed;

          "CLAIMANT" shall have the meaning provided in Clause 11.5(a);

          "CLOSING" shall have the meaning provided in Clause 5;

          "CLOSING CONDITIONS PRECEDENT" shall have the meaning provided in
          Clause 4.1;

          "CLOSING DATE" shall have the meaning provided in Clause 5;

          "CONSENTS" means any consent, approval, order, or authorization of or
          registration, declaration, or filing with or exemption by or from a
          Governmental Body;

          "CONSIDERATION" shall have the meaning provided in Clause 3.1;

          "CONSTITUTIONAL DOCUMENTS" shall have the meaning provided in Clause
          (a) of Part C of Schedule D;

          "CONTROL", "CONTROLS", "CONTROLLED" (or any correlative term) means
          the possession, directly or indirectly, of the power to direct or
          cause the direction or 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;

          "DIRECTORS" means the members from time to time of the BOARD;

          "DISPUTE NOTICE" shall have the meaning provided in Clause 11.4;

          "ECONWORLD" means Guangzhou Jing Shi Culture Spread Co., Ltd, a
          company established under the laws of the PRC, the details of which
          are set out in Schedule F.;

          "INFORMATION CONSULTING COMMITTEE" shall have the meaning provided in
          Clause 2.1.7;

          "ENCUMBRANCES" means and includes any interest or equity of any person
          (including, without prejudice to the generality of the foregoing, any
          right to acquire, option or right of pre-emption) or any mortgage,
          charge, pledge, claims, agreements, equities, lien or assignment and
          other third party rights of any nature whatsoever and together with
          all rights of any nature whatsoever now or hereafter attaching or
          accruing to the property including, where the property is shares or
          equity interests in a company, all rights to any dividends or other
          distribution declared paid or made in respect of them, or any other
          encumbrance, priority or security interest or arrangement of
          whatsoever nature over or in the relevant property;

          "EQUITY" means a total of 50% interest in the registered capital of
          JGXC to be sold by SEOC and purchased by XFL under the relevant
          TRANSACTION DOCUMENTS;

          "EVENT COMPANY" shall have the meaning provided in Clause 2.1.8;

          "EXISTING CONTRACTS" shall have the meaning provided in Clause (i) of
          Part C of Schedule D;


                                        2

<PAGE>

          "IFRS" means the International Financial Reporting Standards
          promulgated by the International Accounting Standards Board from time
          to time;

          "INDEMNIFIED PARTY" shall have the meaning provided in Clause 10.4;

          "INDEMNIFYING PARTY" shall have the meaning provided in Clause 10.4;

          "INITIAL PAYMENT" shall have the meaning provided in Clause 3.1(a);

          "INTERIM PAYMENT" shall have the meaning provided in Clause 3.1(e);

          "INTELLECTUAL PROPERTY" means, collectively, the OWNED INTELLECTUAL
          PROPERTY and the LICENSED INTELLECTUAL PROPERTY;

          "LICENSED INTELLECTUAL PROPERTY" means any and all license rights
          granted to JGXC, SEOC or EOPO in any third party intellectual property
          or other proprietary or personal rights, including any and all of the
          following that are licensed to JGXC, SEOC or EOPO anywhere in the
          world: trademarks, trade names, service marks and trade dress, and all
          goodwill associated with trademarks, trade names, corporate names,
          business names, brand names, service marks and trade dress; patents;
          concepts; prototypes; drawings; designs; logos; trade dress;
          distinguishing guises; certification marks; official marks; mask
          works; utility models; domain names and other identifiers for internet
          protocol addresses and networks, fictional characters, and other
          indicators of source or business identifiers, and all goodwill
          associated therewith; copyrights and copyrightable works; databases;
          graphics; schematics; marketing, sales and user data and strategies
          and customer lists; technology; trade secrets, including confidential
          know-how, inventions, invention disclosures, inventor's notes,
          improvements, discoveries, formulae, specifications and processes;
          computer software programs of any kind (in both source and object code
          form); application programming interfaces; protocols; and any renewal,
          extension, reissue, continuation or division rights, applications
          and/or registrations for any of the foregoing;

          "MANAGEMENT" means the key management team of JGXC or EVENT COMPANY as
          listed in Schedule G;

          "MANAGEMENT CONTRACTS" means the four-year management employment
          contracts in the form set out in Schedule H with each member of
          MANAGEMENT;

          "MARKET VALUE" shall mean, with respect to XFL SHARES, the average of
          the closing price of XFL SHARES on the Mothers Board of the Tokyo
          Stock Exchange for the fifteen (15) trading days up to and including
          the third trading day prior to the applicable SUBSEQUENT PAYMENT DATE
          (adjusted to give effect to any stock splits, dividends or other
          recapitalizations occurring during such fifteen-day period),
          calculated using the closing Dollar/Japanese Yen exchange rate as
          reported by Bloomberg for the day immediately preceding the applicable
          payment date;

          "MATERIAL ADVERSE CHANGE" means any event, circumstance or occurrences
          which might reasonably be expected to have a material adverse effect
          on the prospects, business, operations or financial condition of EOPO
          or JGXC taken as a whole or that would materially affect the ability
          of any PERSON (other than XFL) who is a party to any of the
          TRANSACTION DOCUMENTS to perform its material obligations under any of
          the TRANSACTION DOCUMENTS;

          "NEWSPAPER" means the newspaper currently named "Economic Observer",
          its successor or substitute, and any other publications primarily
          focusing on finance and economic area, in


                                        3

<PAGE>

          whatever form including without limitation paper or electronic
          publications, together with any or all of the sections, supplements,
          attachments, pamphlet or other derivative thereof, as published or
          issued from time to time by EOPO;

          "OWNED INTELLECTUAL PROPERTY" means any and all of the following that
          are owned (including joint ownership) or held by SEOC, JGXC or EOPO
          anywhere in the world: trademarks, trade names, service marks and
          trade dress, and all goodwill associated with trademarks, trade names,
          corporate names, business names, brand names, service marks and trade
          dress; patents; concepts; prototypes; drawings; designs; logos; trade
          dress; distinguishing guises; certification marks; official marks;
          mask works; utility models; domain names and other identifiers for
          internet protocol addresses and networks, fictional characters, and
          other indicators of source or business identifiers, and all goodwill
          associated therewith; copyrights and copyrightable works; databases;
          graphics; schematics; marketing, sales and user data and strategies
          and customer lists; technology; trade secrets, including confidential
          know-how, inventions, invention disclosures, inventor's notes,
          improvements, discoveries, formulae, specifications and processes;
          computer software programs of any kind (in both source and object code
          form); application programming interfaces; protocols; and any renewal,
          extension, reissue, continuation or division rights, applications
          and/or registrations for any of the foregoing;

          "PARTIES" means XFL, SEOC, SANLIAN, EOPO and JGXC, and "PARTY" means
          any of them;

          "PERSON" or "PERSONS" 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;

          "PRC" means the People's Republic of China, excluding Hong Kong SAR,
          Macao SAR and Taiwan for the purposes of this AGREEMENT;

          "PRC LEASE" or "PRC LEASES" shall have the meanings provided in Clause
          (q) of Part C of Schedule D;

          "XFL NOMINEE" means Beijing Tai De Advertisement Co., Ltd.;

          "RESPONDENT" shall have the meaning provided in Clause 11.4;

          "RMB" means the lawful currency of PRC;

          "SUBSEQUENT PAYMENT DATE" shall have the meaning provided in Clause
          3.1 (b);

          "SUBSEQUENT PAYMENT" shall have the meaning provided in Clause 3.1
          (b);

          "SUBSIDIARY" means a corporation, partnership, limited liability
          company, or other entity of which such corporation or entity directly
          or indirectly owns or controls voting securities or other interests
          that are sufficient to elect a majority of the board of directors or
          other managers of such corporation, partnership, limited liability
          company or other entity;

          "TRANSACTION" means the transactions contemplated by the TRANSACTION
          DOCUMENTS;

          "TRANSACTION DOCUMENTS" means this AGREEMENT and the documents
          referred to in Clause 2.1 of this AGREEMENT;

          "US$" and "US DOLLARS" means the lawful currency of the United States
          of America;


                                        4

<PAGE>

          "VENDORS" means SEOC, SANLIAN and EOPO;

          "VENDOR DESIGNATED BANK ACCOUNT" means the bank account designated by
          the VENDORS for receiving the CONSIDERATION or any part thereof. For
          the avoidance of doubt, a bank account shall be deemed to be
          designated by the VENDORS if the designation is given by SANLIAN;

          "VENDOR DESIGNATED PERSON" means a PERSON designated by the VENDORS
          for receiving and holding XFL SHARES as part of the CONSIDERATION. For
          the avoidance of doubt, a PERSON shall be deemed to be designated by
          the VENDORS if the designation is given by SANLIAN;

          "VENDORS WARRANTIES" means the representations and warranties given by
          the VENDORS as set out in Schedule D;

          "WARRANTIES" means XFL WARRANTIES and/or VENDORS WARRANTIES, as
          appropriate;

          "XFL SHARES" means the shares in the capital of XFL;

          "XFL WARRANTIES" means the representations and warranties given by XFL
          as set out in Schedule E;

          "2006 FINANCIALS" means the audited financial statements of JGXC for
          the financial period starting from April 1, 2006 and ended March 31,
          2007, prepared in accordance with IFRS by an international accounting
          firm selected by XFL;

          "2006 INTERIM FINANCIALS" means the audited financial statements of
          JGXC for the financial period starting from April 1, 2006 and ended
          September 30, 2006, prepared in accordance with IFRS by an
          international accounting firm selected by XFL;

          "2006 NET PROFIT" means JGXC's consolidated profit after taxation
          being carried on as a going concern in the ordinary course set out in
          the 2006 FINANCIALS prepared in accordance with IFRS in each case
          excluding extraordinary items and professional fees paid to the
          auditors to prepare the financial statements;

          "2006 INTERIM NET PROFIT" means JGXC's consolidated profit or loss
          after taxation being carried on as a going concern in the ordinary
          course set out in the 2006 INTERIM FINANCIALS prepared in accordance
          with IFRS in each case excluding extraordinary items and professional
          fees paid to the auditors to prepare the financial statements.

     1.2  Interpretation. In this AGREEMENT:

          (a)  the headings are inserted for convenience only and shall not
               affect the construction of this AGREEMENT;

          (b)  references to statutory provisions shall be construed as
               references to those provisions as amended or re-enacted or as
               their application is modified by other statutory provisions
               (whether before or after the date hereof) from time to time and
               shall include any provisions of which they are re-enactments
               (whether with or without modification);

          (c)  all times and dates in this AGREEMENT shall be Hong Kong times
               and dates except where otherwise stated;


                                        5

<PAGE>

          (d)  unless the context requires otherwise, words incorporating the
               singular shall include the plural and vice versa and words
               importing one gender shall include every gender; and

          (e)  references herein to Clauses, Recitals and Schedules are to
               clauses and recitals of and schedules to this AGREEMENT.

     1.3  Recitals, Schedules. All Recitals and Schedules form part of this
          AGREEMENT and shall have the same force and effect as if expressly set
          out in the body of this AGREEMENT and any reference to this AGREEMENT
          shall include the Recitals and Schedules.

     1.4  Joint Obligations. Warranties, covenants, indemnities or other
          obligations expressed in this AGREEMENT to be given by more than one
          party shall be deemed to be given by such parties on a joint and
          several basis unless otherwise expressly provided for.

2    THE TRANSACTION AND COOPERATION

     The PARTIES hereby agree to enter into the TRANSACTION on the terms and
     conditions hereof. The TRANSACTION consists of the transactions under this
     AGREEMENT and the following documents:

     2.1  an agreement for sale and purchase of the EQUITY ("SPA") to be entered
          into by and between SEOC and XFL NOMINEE in AGREED FORM as set out in
          Appendix [1] attached hereto, under which SEOC agrees to sell and XFL
          NOMINEE agrees to purchase the EQUITY;

     2.2  an amended article of association of JGXC ("AMENDED AOA") in AGREED
          FORM as set out in Appendix [2] attached hereto;

     2.3  a business cooperation agreement to be entered into by and among EOPO,
          JGXC and ECONWORLD in AGREED FORM as set out in Appendix [3], under
          which EOPO agrees to grant to the EVENT COMPANY an exclusive right to
          organize events in the name of EOPO or the NEWSPAPER and an exclusive
          agency in respect of financial advertisements on the NEWSPAPER;

     2.4  a business cooperation contract to be entered into by and among
          SANLIAN, SEOC, EOPO and JGXC in AGREED FORM as set out in Appendix
          [4], under which the PARTIES agree to enter into cooperation in
          respect of the intellectual property rights, exclusive advertisement
          agency and publishing and printing management in connection with the
          NEWSPAPER;

     2.5  an organization agreement in respect of the INFORMATION CONSULTING
          COMMITTEE ("ICC AGREEMENT") to be entered into by and among XFL,
          SANLIAN and EOPO in AGREED FORM as set out in Appendix [5], under
          which the parties agree to establish the INFORMATION CONSULTING
          COMMITTEE and EOPO agrees to carry on its business under the
          instruction and guidance of the INFORMATION CONSULTING COMMITTEE;

     2.6  an articles of association of the EVENT COMPANY to be entered into by
          and between JGXC and ECONWORLD in AGREED FORM as set out in Appendix
          [6], under which JGXC and ECONWORLD agree to jointly establish the
          EVENT COMPANY;

     2.7  the MANAGEMENT CONTRACTS; and

     2.8  other agreements, contracts or documents in relation to the
          transactions contemplated by the above documents or this AGREEMENT.


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<PAGE>

3    CONSIDERATION

     3.1  Subject to the terms and conditions set forth in this AGREEMENT, the
          consideration (the "CONSIDERATION") for the whole TRANSACTION shall
          comprise of the INITIAL PAYMENT and the SUBSEQUENT PAYMENT, determined
          and payable in the manner, at the times and in the amounts set forth
          in this Clause 3.1:

          (a)  an initial payment (the "INITIAL PAYMENT") equivalent to RMB80,
               000,000, which shall be payable as follows:

               (i)  RMB 2,500,000 (the "DOMESTIC PAYMENT") by wire transfer
                    within ten (10) BUSINESS DAYS of CLOSING to the PRC domestic
                    bank account designated by SEOC; and

               (ii) US dollars equivalent to RMB37,500,000 by wire transfer
                    within ten(10) BUSINESS DAYS of CLOSING to a VENDOR
                    DESIGNATED BANK ACCOUNT; and

               (iii) delivery of XFL SHARES within twenty (20) BUSINESS DAYS of
                    CLOSING, or any other time as agreed by the PARTIES, to a
                    VENDOR DESIGNATED PERSON or PERSONS, rounded to the nearest
                    whole share, with an aggregate Market Value equal to RMB40,
                    000,000, subject to subclause (f) below.

          (b)  Subject to the clause 3.1(c) below, the subsequent payment (the
               "SUBSEQUENT PAYMENT") shall be in aggregate an amount equal to
               the product of ((A) 2006 NET PROFIT and (B) 17 and (C) 50%) minus
               RMB80,000,000 and further minus any INTERIM PAYMENT (if any).

          (c)  Notwithstanding the aforesaid, in no event the CONSIDERATION
               shall be higher than RMB150,000,000 or lower than RMB130,000,000.
               For the avoidance of doubt, in the case that the product of ((A)
               2006 NET PROFIT and (B) 17 and (C) 50%) is more than
               RMB150,000,000, the SUBSEQUENT PAYMENT shall amount to
               RMB150,000,000 minus RMB80,000,000 and INTERIM PAYMENT (if any);
               in the case that the product of ((A) 2006 NET PROFIT and (B) 17
               and (C) 50%) is less than RMB130,000,000, the SUBSEQUENT PAYMENT
               shall amount to RMB130,000,000 minus RMB80,000,000 and any
               INTERIM PAYMENT (if any);

          (d)  XFL shall pay to the VENDORS the SUBSEQUENT PAYMENT in US dollars
               no later than twenty (20) BUSINESS DAYs after the date of
               issuance of the 2006 FINANCIALS (the date on which such payment
               is required being the "SUBSEQUENT PAYMENT DATE") in a combination
               of (A) money in US dollars in an amount equal to 50% of such sum
               to be paid into a VENDOR DESIGNATED BANK ACCOUNT, and (B)
               delivery to a VENDOR DESIGNATED PERSON or PERSONS of XFL SHARES,
               rounded to the nearest whole share, with an aggregate MARKET
               VALUE equal to 50% of such sum, subject to subclause (e) below;

          (e)  XFL shall pay to a VENDOR DESIGNATED BANK ACCOUNT in US dollars
               in amount equivalent to RMB 8,000,000 (the "INTERIM PAYMENT")
               provided that the 2006 INTERIM NET PROFIT of JGXC is no less than
               RMB7,000,000. SANLIAN shall give XFL a twenty (20) BUSINESS DAYs
               prior written notice of its request to the INTERIM PAYMENT
               enclosed with the necessary evidence that the said target of 2006
               INTERIM NET PROFIT has been achieved. If any INTERIM PAYMENT is
               made hereunder, the INTERIM PAYMENT shall be deducted from and
               shall reduce the amount of the SUBSEQUENT PAYMENT, and the
               proportion of cash to XFL Shares in the SUBSEQUENT PAYMENT shall
               be adjusted accordingly to the effect that the


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<PAGE>

               total CONSIDERATION taken as a whole shall be paid in a
               combination of 50% cash and 50% XFL Shares.

          (f)  Notwithstanding any other provision contained herein,

               (i)  XFL may, in its sole discretion, deliver to the VENDORS
                    money in US dollars in lieu of all or a portion of the
                    portion of the CONSIDERATION otherwise deliverable to the
                    VENDORS in XFL SHARES;

               (ii) if any XFL SHARES payable to the VENDORS as a portion of
                    CONSIDERATION are not actively traded on the Tokyo Stock
                    Exchange or a comparable public trading market, then XFL
                    shall, not less than ten (10) BUSINESS DAYs prior to the
                    applicable SUBSEQUENT PAYMENT DATE, so notify the VENDORS,
                    and the VENDORS may, by notice to be delivered to XFL not
                    less than three (3) BUSINESS DAYs prior to the relevant
                    payment date, elect to receive money in US dollars in lieu
                    of such XFL SHARES; and;

          (g)  Notwithstanding any other provision contained herein, at least
               three (3) BUSINESS DAYs in advance of any payment date, the
               VENDORS shall, in writing, advise XFL of the manner in which XFL
               shall deliver such SUBSEQUENT PAYMENT. Specifically, the VENDORS
               shall advise XFL of the persons and necessary account information
               where such payments shall be made.

     3.2  If any payment is due to XFL or its SUBSIDIARY or XFL NOMINEE under or
          in respect of any breach of any TRANSACTION Document (including,
          without limitation, any payment pursuant to any indemnity contained in
          this AGREEMENT) by a PERSON other than XFL or its SUBSIDIARY or XFL
          NOMINEE, the payment shall so far as possible be treated as a
          reduction in the CONSIDERATION, which reduction shall be jointly and
          severally borne by the persons entitled to receive the CONSIDERATION
          or any part thereof.

     3.3  Whenever payments or calculations to be made pursuant to this
          AGREEMENT require the conversion or comparison of RMB and the
          applicable foreign currency, the exchange rate to be applied shall be
          the middle rate of exchange of the foreign currency for RMB published
          by People's Bank of China ("PBOC") through the authorized China
          Foreign Exchange Trading Centre (or if not available from such center,
          the other entity authorized by PBOC) on the day which is two (2)
          BUSINESS DAYs preceding the actual payment date.

4    CLOSING CONDITIONS PRECEDENT

     4.1  The CLOSING is conditional upon the closing conditions precedent set
          out in Schedule B ("CLOSING CONDITIONS PRECEDENT") respectively being
          fulfilled or waived by XFL under Clause 4.3.

     4.2  The PARTIES shall use their reasonable endeavours to co-operate to
          enable the CLOSING CONDITIONS PRECEDENT to be fulfilled as soon as
          practicable. However, if the CLOSING CONDITIONS PRECEDENT specified in
          Schedule B have not been fulfilled within sixty (60) BUSINESS DAYs
          after the date of this AGREEMENT as confirmed in writing by XFL, this
          AGREEMENT (other than clauses 1, 4, 8, 10, 11.3, 11.4, 11.7 and 11.8)
          may be terminated by XFL at its sole and absolute discretion by giving
          a written notice to the VENDORS.

     4.3  Clause 4.2 above notwithstanding, XFL shall have the right, in its
          sole and absolute discretion, to waive the CLOSING CONDITIONS
          PRECEDENT specified in Schedule B either in whole or in part or to
          require any of such CLOSING CONDITIONS PRECEDENT be fulfilled after
          the CLOSING. Where XFL has required that any CLOSING Condition
          Precedent be fulfilled after the CLOSING, such CLOSING Condition
          Precedent shall automatically become a post-


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<PAGE>

          CLOSING undertaking and the SEOC, SANLIAN and EOPO shall fulfil or
          cause to fulfil such CLOSING Condition Precedent as soon as
          practically possible after the CLOSING but in no event later than
          thirty (30) BUSINESS DAYs after the CLOSING.

5    CLOSING

     5.1  The TRANSACTION shall be completed (the "CLOSING") on such date (the
          "CLOSING DATE") as may be agreed between the VENDORS and XFL following
          the fulfilment or waiver of all the CLOSING CONDITIONS PRECEDENT (and,
          in any event, within twenty (20) BUSINESS DAYs after such fulfilment
          or waiver).

     5.2  At or prior to the CLOSING, the Sellers shall deliver (or cause to be
          delivered) to XFL each of the documents listed in Schedule C, failing
          which XFL shall be under no obligation to confirm that all of the
          CLOSING CONDITIONS PRECEDENT have been fulfilled or waived in
          accordance with clause 4.1 above.

6    COVENANTS

     6.1  Covenants Prior to CLOSING. From the date of this AGREEMENT until the
          CLOSING, except for the transactions described in the TRANSACTION
          DOCUMENTS or otherwise with the prior written consent of XFL:

          (a)  The VENDORS warrant and undertake that they will cause each of
               JGXC and EOPO to:

               (i)  conduct its business in the ordinary course and consistent
                    with past practices;

               (ii) maintain in full force and effect its existence;

               (iii) promptly and timely prepare and file any reports and tax
                    returns and pay all taxes and assessments, government fees
                    and charges, if any, required to maintain its existence and
                    conduct its business in the ordinary course and consistent
                    with past practices;

               (iv) comply with all applicable laws;

               (v)  keep records in which true and correct entries will be made
                    of all transactions entered into;

               (vi) duly observe all material requirements of governmental
                    authorities unless contested in good faith by appropriate
                    proceedings with the consent of XFL;

               (vii) promptly pay and discharge, or cause to be paid and
                    discharged, when due and payable, all lawful taxes,
                    assessments and governmental charges or levies imposed upon
                    its income, profits, property or business of unless
                    contested in good faith by appropriate proceedings with the
                    consent of XFL;

               (viii) at all times comply with the provisions of all contracts,
                    agreements and leases to which it is a party, unless
                    contested in good faith by appropriate proceedings with the
                    consent of XFL; and


                                        9

<PAGE>

               (ix) unless otherwise directed by XFL, use best endeavours to
                    procure that its employees at the date of this AGREEMENT
                    remain and continue as employees prior to and after the
                    CLOSING;

          (b)  The VENDORS warrant and undertake to cause JGXC not to:

               (i)  modify its Articles of Association;

               (ii) cause or permit its liquidation or dissolution;

               (iii) institute, or permit to be instituted against it, any
                    proceeding, which remains undismissed for a period of 15
                    days after the filing thereof, seeking to adjudicate it as
                    bankrupt or insolvent, or seeking liquidation, winding-up,
                    reorganization, arrangement, adjustment, protection, relief
                    or composition of it under any law relating to bankruptcy,
                    insolvency or reorganization or relief of debtors, or
                    seeking the entry of any order or relief or the appointment
                    of receiver, trustee or other similar official for them or
                    for any substantial part of its property;

               (iv) make a general assignment for the benefit of its creditors;

               (v)  declare or pay any dividend or make any distribution to its
                    shareholders;

               (vi) issue, redeem, sell or dispose of, or create any obligation
                    to issue, redeem, sell or dispose of, any shares of its
                    capital stock or equity interest;

               (vii) effect any stock split, reclassification or combination;

               (viii) modify agreements and other obligations with respect to
                    its long-term indebtedness including, but not limited to its
                    loan agreements, indentures, mortgages, debentures, notes
                    and security agreements;

               (ix) incur, assume, guarantee or otherwise become obligated or
                    liable for any indebtedness or encumber any of its assets or
                    enter into any transaction or contract (other than the
                    relevant TRANSACTION DOCUMENTS referred to in this
                    AGREEMENT), or make any commitment relating to its assets or
                    business;

               (x)  become a party to any merger or consolidation or any other
                    business combination with any corporation or other entity,
                    except as contemplated by this AGREEMENT;

               (xi) make any acquisition of all or substantially all of the
                    stock or assets of any other person or entity;

               (xii) take or omit to take any action which could be reasonably
                    anticipated to have a materially adverse effect upon its
                    financial condition or assets;

               (xiii) grant any Director, officer, legal representative,
                    employee or consultant any increase in compensation in any
                    form (other than pursuant to existing employment agreements)
                    or any severance or termination pay, or enter into or vary
                    the terms of any employment agreement with such person
                    except as provided in the MANAGEMENT CONTRACTS;

               (xiv) adopt, amend in any material respect or terminate, any
                    employee benefit program of general applicability;


                                       10

<PAGE>

               (xv) make any advance or loan to any person or entity; or

               (xvi) do anything that shall be approved by the BOARD or
                    Shareholders' Meeting of JGXC had the TRANSACTION DOCUMENTS
                    become effective before CLOSING.

     6.2  THE VENDORS warrant and undertake that, whether before or after the
          CLOSING, except otherwise agreed in writing by XFL:

          (a)  none of the VENDORS will enter into or permit the existence of
               any contract, agreement or arrangement that would be in conflict
               with or affect XFL's rights, interest and obligations under any
               of the TRANSACTION DOCUMENTS;

          (b)  the name of the NEWSPAPER will not be changed;

          (c)  no merger, demerger, alliance, joint venture or other strategic
               cooperation will be entered into with any third party in relation
               to EOPO or the NEWSPAPER;

          (d)  EOPO will not transfer, sell, create ENCUMBRANCE on or otherwise
               dispose of all or any substantial part of its assets or business;

          (e)  all licenses and permits necessary for the NEWSPAPER will be
               properly maintained in full force and effect;

          (f)  the appointment or removal of key management positions will not
               be effected without prior consent from XFL;

          (g)  none of the TRANSACTION DOCUMENTS will be amended or terminated
               without prior written consent from XFL;

          (h)  SANLIAN will not transfer, sell, create ENCUMBRANCE on or
               otherwise dispose of or reduce its interest or ownership (equity
               or otherwise) in or to EOPO or SEOC;

          (i)  no contract or transaction will be entered into between EOPO as a
               party and SANLIAN, SEOC, JGXC or any of their shareholders,
               directors, employees or AFFILIATES as the other party;

          (j)  operation and business of EOPO and publishing of the NEWSPAPER
               will not be suspended, stopped or interrupted for any reason
               other than Force Majeure; and

          (k)  Any other matters XFL may reasonably request.

     6.3  Further Covenants. THE VENDORS and JGXC hereby irrevocably undertake
          to XFL to procure at their own expense the due execution and delivery
          of all necessary documents and to do such further acts as may be
          necessary to complete the TRANSACTION.

     6.4  Access to Information. Until the CLOSING, the VENDORS and JGXC shall
          procure that XFL, its agents and representatives are given reasonable
          access to such documents relating to the VENDORS or JGXC as XFL shall
          request.

     6.5  Rescission. XFL and XFL NOMINEE (as the case may be) shall be entitled
          to rescind their obligations to complete the TRANSACTION under this
          AGREEMENT or the relevant TRANSACTION Documents by notice in writing
          to the VENDORS if prior to the CLOSING it appears that any of the
          warranties set out in any TRANSACTION Document are not or were


                                       11

<PAGE>

          not true and accurate in all respects or if any act or event occurs
          which, had it occurred on or before the date of that TRANSACTION
          Document, would have constituted a breach of any of the warranties or
          if there is any material non-fulfilment of any of the warranties which
          (being capable of remedy) is not remedied prior to the CLOSING.

     6.6  Equity Transfer. SEOC shall not transfer any of the remaining equity
          interest in JGXC to any person other than to XFL and or its designated
          Affiliate or nominee.

     6.7  The PARTIES agree that, when and to the extent permitted by PRC laws,
          XFL shall have the right to purchase, by itself or through its
          nominee(s), up to 50% of equity interest or similar ownership rights
          in EOPO at the price of US$1 or the lowest price permitted by the
          applicable laws on terms and conditions as reasonably decided by XFL.
          The VENDORS acknowledge that the consideration for such purchase has
          been included in the CONSIDERATION paid under this AGREEMENT.

     6.8  When the PRC laws so permit, the sponsor or owner of EOPO shall be
          changed from SANLIAN to JGXC or an entity jointly established by XFL
          or its nominee and SEOC each holding 50% interest (the "NEW SPONSOR").
          The relevant licenses, permits and authorizations shall accordingly be
          transferred from SANLIAN to the NEW SPONSOR so as to ensure that the
          NEWSPAPER and the advertisement business can be fully integrated under
          control of the same entity. SANLIAN will not charge any fee or cost
          for or impose any conditions on such change and transfer.

7    WARRANTIES

     7.1  THE VENDORS jointly and severally represent and warrant to XFL in the
          terms of their WARRANTIES as of the date hereof, and acknowledge that
          XFL has entered into this AGREEMENT in reliance upon the VENDORS
          WARRANTIES. XFL represents and warrants to the VENDORS as of the date
          hereof in the terms of XFL WARRANTIES, and acknowledge that the
          VENDORS have entered into this AGREEMENT in reliance upon XFL
          WARRANTIES.

     7.2  Each of the WARRANTIES shall be construed as a separate Warranty and
          (save as expressly provided to the contrary) shall not be limited or
          restricted by reference to or interference from the terms of any other
          Warranty or any other term of this AGREEMENT.

     7.3  The WARRANTIES shall be deemed to be repeated immediately before and
          on the CLOSING with reference to the facts and circumstances then
          existing.

     7.4  The rights and remedies of XFL in respect of any breach of this
          AGREEMENT shall not be affected by any investigation made by or on
          behalf of XFL into the affairs of any PARTY to this AGREEMENT or by
          the actual or constructive knowledge on the part of XFL or its agents
          or advisors or by any other event or matter whatsoever, except a
          specific duly authorized written waiver or release given by XFL and
          except as otherwise expressly provided in this AGREEMENT.

     7.5  Each PARTY (SEOC, SANLIAN, EOPO and JGXC shall be deemed as one party
          for the purpose of this Clause 7.5) undertakes to notify the other
          PARTY in writing promptly if it becomes aware of any circumstance
          arising after the date of this AGREEMENT which would cause any
          Warranty it made to other PARTY (if the WARRANTIES were repeated with
          reference to the facts and circumstances then existing) to become
          untrue or inaccurate or misleading in any respect.


                                       12

<PAGE>

8    INDEMNITY

     8.1  Indemnity. THE VENDORS, jointly and severally, shall indemnify and
          shall keep indemnified and hold harmless XFL from and against:

          (a)  any and all losses, claims, damage (including lost profits,
               consequential damages, interest, penalties, fines and monetary
               sanctions), liabilities and costs incurred or suffered by XFL by
               reason of, resulting from, in connection with, or arising in any
               manner whatsoever out of the breach of any warranty,
               representation or covenant or the inaccuracy of any
               representation made by any of them or by JGXC contained or
               referred to in this AGREEMENT or in any agreement, instrument or
               document delivered by or on behalf of SEOC, SANLIAN, EOPO or JGXC
               including, but not limited to, any diminution in the value of the
               assets of and any payment made or required to be made by XFL or
               any SUBSIDIARY or XFL NOMINEE and any costs and expenses incurred
               as a result of such breach] provided that the indemnity contained
               in this Clause 8 shall be without prejudice to any other rights
               and remedies available to XFL; and

          (b)  the nonfulfillment or breach of any covenant, undertaking,
               agreement or other obligation of JGXC, SEOC, SANLIAN, the
               MANAGEMENT or any party to any of the TRANSACTION DOCUMENTS
               (except the breach by XFL or XFL NOMINEE) under any of
               TRANSACTION DOCUMENTS.

     8.2  Costs. For the purposes of this Clause 8, "costs" includes lawyers'
          (on a solicitor and his own client's basis) and accountants' fees and
          expenses, court costs and all other out-of-pocket expenses.

     8.3  Survival of Indemnification. The representations and warranties of the
          VENDORS and the rights of XFL to indemnification under this AGREEMENT
          with respect thereto shall survive CLOSING.

     8.4  Indemnification Procedure. A party entitled to indemnification
          hereunder (an "INDEMNIFIED PARTY") shall notify promptly the
          indemnifying party (the "INDEMNIFYING PARTY") in writing of the
          commencement of any action or proceeding with respect to which a claim
          for indemnification may be made pursuant to this AGREEMENT; provided,
          however, that the failure of any Indemnified PARTY to provide such
          notice shall not relieve the Indemnifying PARTY of its obligations
          under this AGREEMENT. In case any claim, action or proceeding is
          brought against an Indemnified PARTY and the Indemnified PARTY
          notifies the Indemnifying PARTY of the commencement thereof, the
          Indemnifying PARTY shall be entitled to participate therein and to
          assume the defence thereof, to the extent that it chooses, with
          counsel reasonably satisfactory to such Indemnified PARTY, and after
          notice from the Indemnifying PARTY to such Indemnified PARTY that it
          so chooses, the Indemnifying PARTY shall not be liable to such
          Indemnified PARTY for any legal or other expenses subsequently
          incurred by such Indemnified PARTY in connection with the defence
          thereof other than reasonable costs of investigation; provided,
          however, that (i) if the Indemnifying PARTY fails to take reasonable
          steps necessary to defend diligently the action or proceeding within
          twenty (20) calendar days after receiving notice from such Indemnified
          PARTY that the Indemnified PARTY believes it has failed to do so; or
          (ii) if such Indemnified PARTY who is a defendant in any claim or
          proceeding which is also brought against the Indemnifying PARTY
          reasonably shall have concluded that there may be one or more legal
          defences available to such Indemnified PARTY which are not available
          to the Indemnifying PARTY; or (iii) if representation of both parties
          by the same counsel is otherwise inappropriate under applicable
          standards of professional conduct, then, in any such case, the
          Indemnified PARTY shall have the right to assume or continue its own
          defence as set forth above (but with no more than one firm of counsel
          for all Indemnified


                                       13

<PAGE>

          PARTIES in each jurisdiction), and the Indemnifying PARTY shall be
          liable for any expenses therefor. For the avoidance of doubt, the
          expenses referred to in this Clause 9.6 shall be confined to the fees
          reasonably payable, as the case may be, to the counsels, lawyers,
          experts, auditors, valuers, tribunals, courts or other related parties
          for participating in the actions or proceedings.

     8.5  Settlement of Claims.

          (i)  No Indemnifying PARTY shall, without the written consent of the
               Indemnified PARTY, effect the settlement or compromise of, or
               consent to the entry of any judgment with respect to, any pending
               or threatened action or claim in respect of which indemnification
               may be sought hereunder (whether or not the Indemnified PARTY is
               an actual or potential party to such action or claim) unless such
               settlement, compromise or judgment (i) includes an unconditional
               release of the Indemnified PARTY from all liability arising out
               of such action or claim, (ii) does not include a statement as to
               or an admission of fault, culpability or a failure to act, by or
               on behalf of any Indemnified PARTY and (iii) does not include any
               injunctive or other non-monetary relief; and

          (ii) XFL may, in its sole discretion, offset against SUBSEQUENT
               PAYMENT any and all losses, claims, damages (including lost
               profits, consequential damages, interest, penalties, fines and
               monetary sanctions), liabilities and costs incurred or suffered
               by XFL and for which XFL is entitled to be indemnified in this
               AGREEMENT.

9    NON-COMPETE COVENANT

     Each of the VENDORS jointly and severally undertake and covenant to XFL
     that from the date of this AGREEMENT and for such a period as the Exclusive
     Advertisement AGREEMENT remains effective, neither it nor any of its
     AFFILIATES will, and it shall procure that no PERSON who is, on the date of
     this AGREEMENT or immediately prior to the CLOSING, its shareholder, owner,
     director, officer or legal representative will:

     (a)  either on its own account or through any of its AFFILIATES, or in
          conjunction with or on behalf of any other PERSON, will carry on or be
          engaged, concerned or interested directly or indirectly whether as
          shareholder, director, employee, partner, agent or otherwise carry on
          any business in competition with the businesses of EOPO or JGXC; and

     (b)  either on its own account or through any of its AFFILIATES or in
          conjunction with or on behalf of any other PERSON, employ, solicit or
          entice away or attempt to employ, solicit or entice away from EOPO or
          JGXC any person for the purpose of carrying on any business in direct
          competition with the business of EOPO or JGXC who is or shall have
          been at the date of or within twelve (12) months prior to such
          cessation a director, officer, legal representative, manager,
          consultant or employee of EOPO or JGXC whether or not such person
          would commit a breach of contract by reason of leaving such
          employment.

10   TERMINATION

     10.1 Termination. This AGREEMENT may be terminated at any time prior to
          CLOSING:

          (a)  by XFL if, between the date hereof and the CLOSING: (i) there is
               a MATERIAL ADVERSE CHANGE, or (ii) any representations and
               warranties made by a PERSON other than XFL contained in any
               TRANSACTION DOCUMENT shall not have been true and correct in any
               material respect when made or at the CLOSING or any time


                                       14

<PAGE>

               in between, or (iii) any party shall not have complied in all
               material respects with the covenants or agreements contained in
               any TRANSACTION Document to be complied with by it, or (iv) any
               company or any PERSON who is a party to any of the TRANSACTION
               DOCUMENTS makes a general assignment for the benefit of
               creditors, or any proceeding shall be instituted by or against
               such company or PERSON seeking to adjudicate it bankrupt or
               insolvent, or seeking liquidation, winding up or reorganization,
               arrangement, adjustment, protection, relief or composition of its
               debts under any law related to bankruptcy, insolvency or
               reorganization;

          (b)  by the VENDORS (acting together) if, between the date hereof and
               the CLOSING: (i) any representations and warranties of XFL
               contained in this AGREEMENT shall not have been true and correct
               in any material respect when made, (ii) XFL shall not have
               complied in all material respects with the covenants or
               agreements contained in this AGREEMENT to be complied with by it
               or (iii) any proceeding shall be instituted by or against XFL
               seeking to adjudicate XFL bankrupt or insolvent, or seeking
               liquidation, winding up or reorganization, arrangement,
               adjustment, protection, relief or composition of its debts under
               any law related to bankruptcy, insolvency or reorganization;

          (c)  XFL or the VENDORS (acting together) if the CLOSING shall not
               have occurred by September 30, 2006; provided, however, that the
               right to terminate this AGREEMENT under this Clause 10.1(c) shall
               not be available to any PARTY whose failure to fulfil any
               obligation under this AGREEMENT shall have been the cause of, or
               shall have resulted in, the failure of the CLOSING to occur on or
               prior to such date; or

          (d)  by the mutual written consent of XFL and the VENDORS (acting
               together).

     10.2 Effect of Termination.

          (a)  In the event of termination of this AGREEMENT as provided in
               Clause 10.1, this AGREEMENT (other than clauses 1, 8, 10, 11.3,
               11.4, 11.7 and 11.8) shall forthwith become void provided that
               nothing herein shall relieve any party hereto from liability for
               any breach of this AGREEMENT.

          (b)  In the event of termination of this AGREEMENT, the VENDORS shall
               forthwith return all the CONSIDERATION that has been paid or
               delivered by XFL or XFL NOMINEE.

11   MISCELLANEOUS

     11.1 Survival of WARRANTIES. The representations, warranties and covenants
          contained in or made pursuant to this AGREEMENT shall survive the
          execution and delivery of this AGREEMENT and the CLOSING and shall in
          no way be affected by any investigation of the subject matter thereof
          made by or on behalf of XFL.

     11.2 Designation of Representative. The VENDORS assume joint and several
          liabilities for their obligations under the TRANSACTION DOCUMENTS. The
          VENDORS hereby jointly and irrevocably appoint and designate [SANLIAN]
          to act on behalf of the VENDORS for the purposes of receiving the
          relevant notice, deciding, confirming and agreeing on the matters
          under this AGREEMENT.

     11.3 Successors and Assigns. Except as otherwise provided herein, the terms
          and conditions of this AGREEMENT shall inure to the benefit of and be
          binding upon the respective


                                       15

<PAGE>

          successors and assigns of the Parties. Nothing in this AGREEMENT,
          express or implied, is intended to confer upon any party other than
          the Parties hereto or their respective successors and assigns any
          rights, remedies, obligations, or liabilities under or by reason of
          this AGREEMENT, except as expressly provided in this AGREEMENT.

     11.4 Governing Law. This AGREEMENT shall be governed by and construed in
          accordance with the laws of Hong Kong.

     11.5 Arbitration. Any dispute, controversy or claim arising out of or
          relating to this AGREEMENT, or the breach, termination or invalidity
          thereof, shall be submitted to Hong Kong International Arbitration
          Centre and settled by binding arbitration in accordance with the
          UNCITRAL Arbitration Rules as present in force. in the manner set
          forth in this Clause 11.5. The procedures of this Clause 11.5 may be
          initiated by a written notice (a "DISPUTE NOTICE") given by one party
          (a "CLAIMANT") to the other, but not before thirty (30) days have
          passed during which the parties have been unable to reach a
          resolution. The DISPUTE NOTICE shall be accompanied by (i) a statement
          of the CLAIMANT describing the dispute in reasonable detail and (ii)
          documentation, if any, supporting the CLAIMANT's position on the
          dispute. Within twenty (20) days after the other party's (the
          "RESPONDENT") receipt of the DISPUTE NOTICE and accompanying
          materials, the dispute shall be resolved by binding arbitration in
          Hong Kong under the UNCITRAL Arbitration Rules. All arbitration
          procedures pursuant to this paragraph (a) shall be confidential and
          treated as compromise and settlement negotiations and shall not be
          admissible in any arbitration or other proceeding.

     11.6 Counterparts. This AGREEMENT may be executed in five or more
          counterparts, each of which shall be deemed an original, but all of
          which together shall constitute one and the same instrument.

     11.7 Titles and Subtitles. The titles and subtitles used in this AGREEMENT
          are used for convenience only and are not to be considered in
          construing or interpreting this AGREEMENT.

     11.8 Notices. Unless otherwise provided, any notice required or permitted
          under this AGREEMENT shall be given in writing and shall be deemed
          effectively given upon personal delivery to the party to be notified
          or upon postal service delivery, by registered or certified mail,
          postage prepaid and addressed to the party to be notified at the
          address indicated for such party on the signature page hereof or by
          facsimile at the facsimile number set out on the signature page
          hereof, or at such other address or facsimile number as such party may
          designate by two (2) days' prior written notice to the other parties.

          The addresses and fax numbers of the parties for the purpose of clause
          11.8 above are as follows:

          XFL:
          Address:                Suite 2003-4 Vicwood Plaza, 1
                                  99 Des Voeux Road Central, Hong Kong
          Fax:                    (852) 25418266
          For the attention of:   Mr. John McLean

          SANLIAN:
          Address:                No. 20, Quetuquan Road North, Jinan City
          Fax:                    0086 (531)86099847
          For the attention of:   Mr. Zhu Aijun


                                       16

<PAGE>

          SEOC
          Address:                Block 7, Hengping Avenue, Dongcheng District,
                                  Beijing
          Fax:                    (86) (10) 64297071
          For the attention of:   Ms. Zhang Lijuan

          EOPO
          Address:                Block 7, Hengping Avenue, Dongcheng District,
                                  Beijing
          Fax:                    (86) (10) 64297071
          For the attention of:   Ms. Zhang Lijuan

          JGXC
          Address:                Block 7, Hengping Avenue, Dongcheng District,
                                  Beijing
          Fax:                    (86) (10) 64297071
          For the attention of:   Ms. Zhang Lijuan

     11.9 Expenses. Each of the parties hereto shall be responsible for its own
          costs and expenses incurred in the preparation, negotiation and
          execution of this AGREEMENT.

     11.10 Severability. If one or more provisions of this AGREEMENT are held to
          be unenforceable under applicable law, such provision shall be
          excluded from this AGREEMENT and the balance of the AGREEMENT shall be
          interpreted as if such provision was so excluded and shall be
          enforceable in accordance with its terms.

     11.11 Entire AGREEMENT. The TRANSACTION DOCUMENTS supersedes all other
          agreements and constitute the entire agreement among the PARTIES and
          no party shall be liable or bound to any other party in any manner by
          any warranties, representations, or covenants except as specifically
          set forth herein or therein.

- EXECUTION PAGE FOLLOWS -


                                       17

<PAGE>

IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the date
first above written.

XFL

For and on behalf of XINHUA FINANCE LIMITED
Per:


/s/ Fredy Bush
-------------------------------------
Authorized Signatory


SEOC

For and on behalf of SHANDONG ECONOMIC OBSERVER CO., LTD.
Per:
[Company chop of Shandong Economic Observer Co., Ltd.]


/s/
-------------------------------------
Authorized Signatory


SANLIAN

For and on behalf of SHANDONG SANLIAN GROUP CO., LTD.
Per:
[Company chop of Shandong Sanlian Group Co., Ltd.]


/s/
-------------------------------------
Authorized Signatory


EOPO

For and on behalf of ECONOMIC OBSERVER PRESS OFFICE
Per:
[Economic Observer Press Office]


/s/
-------------------------------------
Authorized Signatory


JGXC

For and on behalf of BEIJING JINGGUANXINCHENG ADVERTISING CO., LTD.
Per:
[Beijing JingGuanXinCheng Advertising Co., Ltd.]


/s/
-------------------------------------
Authorized Signatory


                                       18
<PAGE>

                                   SCHEDULE A
                            CORPORATE DETAILS OF JGXC


                               
Date and place of Incorporation   25 January 2006, Fang Shan District, Beijing,
                                  PRC

Registered Address                18-C66, Construction Road, Kaixuan Main
                                  Street, Fang Shan District, Beijing
Registered capital                RMB5,000,000

Paid in capital                   RMB5,000,000

Shareholder                       100% owned by SEOC

DIRECTORS                         ZHAO LI



                                       19

<PAGE>

                                   SCHEDULE B
                          CLOSING CONDITIONS PRECEDENT

XFL's obligations to consummate the transactions contemplated by this AGREEMENT
is subject to the fulfilment of each of the following conditions:

(a)  The TRANSACTION DOCUMENTS have been entered into by each of the parties
     thereto and become effective in a manner satisfactory to XFL;

(b)  SEOC and JGXC have completed the registrations with the local
     administration of industry and commerce of (i) the transfer of the EQUITY
     by SEOC to XFL NOMINEE; and (ii) the Amended Articles of Association; and
     (iii) appointment of new DIRECTORS to the BOARD, three of which are
     nominated by XFL;

(c)  JGXC has obtained all licenses, permission, authorizations or Consent
     required by the PRC laws for completion of the TRANSACTION and carrying on
     the business lawfully and effectively in the manner as contemplated under
     the TRANSACTION DOCUMENTS, including without limitation the relevant
     advertisement permit for the exclusive advertisement agency;

(d)  The EVENT COMPANY has been duly established jointly by JGXC and ECONWORLD
     and registered with the local administration of industry and commerce
     pursuant to terms and conditions contained in the articles of association
     of the EVENT COMPANY as set out in Appendix [8] attached hereto;

(e)  The INFORMATION CONSULTING COMMITTEE has been duly established pursuant to
     the ECC AGREEMENT;

(f)  The TRANSACTION has been approved by the board of directors of XFL;

(g)  All regulatory approvals, registrations and filings for the TRANSACTION
     have been obtained or completed; and

(h)  Any other conditions XFL may reasonably request.


                                       20

<PAGE>

                                   SCHEDULE C
                  DOCUMENTS DELIVERABLES AT OR PRIOR TO CLOSING

(a)  THE VENDORS and JGXC shall deliver (or cause to be delivered) to XFL at or
     prior to the CLOSING the executed original versions (or copies where XFL
     has agreed that copies are acceptable) of all of the agreements,
     resolutions, certificates, approvals and documents referred to in Clause
     2.1 and all other documents relying on which XFL has determined that the
     CLOSING CONDITIONS PRECEDENT set out in Schedule B have been fulfilled.

(b)  Without limiting the generality of the forgoing, JGXC shall:

     (i)  issue to XFL a capital contribution certificate, to the satisfaction
          of XFL, evidencing XFL NOMINEE's holding of 50% equity interest in the
          registered capital of JGXC;

     (ii) delivers to XFL an original or verified copy of record of shareholders
          document, to the satisfaction of XFL, evidencing XFL NOMINEE's holding
          of 50% equity interest in the registered capital of JGXC;

     (iii) deliver to XFL a certificate evidencing that number of the DIRECTORS
          of the BOARD of JGXC has been changed into five (5), among which, all
          the three (3) DIRECTORS appointed by XFL and the chairman appointed by
          SANLIAN have been duly registered with the administration for industry
          and commerce as the DIRECTORS of JGXC; and such other papers and
          documents as XFL may reasonably require;

     (iv) deliver to the representative nominated by XFL all of the records,
          chops, registers, minute books, files, approvals, permits, licenses,
          certificates and other statutory books of JGXC, and the original or
          effective duplicate of any legal certificate and document required for
          the effective management of JGXC; and

     (v)  shall take all the necessary corporate actions and pass all the
          necessary resolutions by its shareholder and the executive director to
          approve the signing and performance of all the relevant contracts,
          agreements and other documents in relation hereto.

(c)  Without limiting the generality of the forgoing, SANLIAN shall deliver the
     indemnification letter duly executed by it in AGREED FORM as set out in
     Schedule I.


                                       21

<PAGE>

                                   SCHEDULE D
                               VENDORS WARRANTIES

PART A: GENERAL

(a)  Full Disclosure. (i) SANLIAN, SEOC, EOPO and JGXC are not aware of any
     facts which could materially adversely affect themselves or which are
     likely in the future to materially adversely affect any of them and which
     have not been disclosed to XFL by or on behalf of JGXC in connection with
     or pursuant to this AGREEMENT. (ii) No representation or warranty in this
     AGREEMENT, nor any statement or certificate furnished or to be furnished to
     XFL pursuant to or in connection with this AGREEMENT contains or will
     contain any untrue statement of material fact, or omits or will omit to
     state a material fact necessary to make the statements contained herein or
     therein misleading.

(b)  Reliance. The following representations and warranties are made by SANLIAN,
     SEOC, EOPO and JGXC with the knowledge and expectation that XFL is placing
     reliance thereon.

PART B: WARRANTIES IN RESPECT OF the VENDORS AND JGXC IN GENERAL

(a)  Organization, Standing, and Power. It is a company or legal person entity
     duly organized and validly existing, and in good standing under the laws of
     the PRC, has all requisite corporate power and authority to carry on its
     businesses, and is duly qualified and in good standing to do business in
     each jurisdiction in which it conducts business.

(b)  Authorization. The execution, delivery, and performance of the TRANSACTION
     DOCUMENTS to be entered into by it have been duly authorized by all
     necessary action of its board or other appropriate organization. Certified
     copies of the resolutions adopted by its board or other appropriate
     organization approving the TRANSACTION DOCUMENTS and transactions
     contemplated hereby and thereby have been provided to XFL.

(c)  Execution. It has duly and validly executed and delivered the TRANSACTION
     DOCUMENTS naming it as a party, and such TRANSACTION DOCUMENTS constitute
     valid, binding, and enforceable obligations of it in accordance with their
     terms, except to the extent that enforceability may be limited by
     applicable bankruptcy, reorganization, insolvency, moratorium or other laws
     affecting the enforcement of creditors' rights generally and by general
     principles of equity, regardless of whether such enforceability is
     considered in a proceeding at law or in equity.

PART C: WARRANTIES IN RESPECT OF JGXC

(a)  Corporate Records. It has made available to XFL complete and correct copies
     of all the documents, including but not limited to, its business license,
     articles of association, tax registration certificates, registers and/or
     other organizational documents ("CONSTITUTIONAL DOCUMENTS"), in each case,
     as amended to the date hereof. It has delivered to XFL complete and correct
     copies of its minute books and corporate records, all of which contain
     correct and complete records of all proceedings and actions taken at all
     meetings of, or effected by written consent of, its shareholders and its
     BOARD of DIRECTORS, and all original issuances and subsequent transfers,
     repurchases, and cancellations of its shares.

(b)  Capital Structure.


                                       22

<PAGE>

     (i)  Set out in Schedule A is its registered capital on the date hereof.

     (ii) There are no options, warrants, calls, conversion rights, commitments,
          agreements, contracts, restrictions, or rights of any character to
          which it is a party or by which it may be bound obligating it to
          issue, deliver or sell, or cause to be issued, delivered or sold,
          additional shares, or obligating it to grant, extend or enter into any
          such option, warrant, call, conversion right, commitment, agreement,
          contract, understanding, restriction, arrangement or right. It does
          not have outstanding bonds, debentures, notes or other indebtedness.

(c)  Subsidiaries. It does not presently own or CONTROL, directly or indirectly,
     any interest in any other company, association, or other business entity,
     and is not a participant in any joint venture, partnership, or similar
     arrangement. Its particulars as set out in Schedule A and its registered
     capital are clear of all ENCUMBRANCEs. Save as expressly provided in the
     TRANSACTION DOCUMENTS, there is no agreement or arrangement in force which
     calls for the present or future issue or sale of, or grant to any person
     the right (whether conditional or otherwise) to call for the issue, sale or
     transfer of any of its share or loan capital (including any of its option,
     notes, warrants or other securities or rights convertible or ultimately
     convertible into shares or equity interests).

(d)  Compliance with Laws and Other Instruments. It holds and, at all times, has
     held all licenses, permits, and authorizations from all Governmental
     Entities necessary for the lawful conduct of its business pursuant to all
     applicable PRC statutes, laws, ordinances, rules, and regulations of all
     such authorities having jurisdiction over it or any part of its operations.
     There are no violations or claimed violations of any such license, permit,
     or authorization, or any such statute, law, ordinance, rule or regulation.
     It has conducted its activities in compliance with all applicable laws and
     regulations and there has been no breach of any laws or regulations
     applicable to it.

(e)  Corporate Governance. Neither the execution and delivery of the TRANSACTION
     DOCUMENTS naming it as a party nor the performance by it of its obligations
     under such TRANSACTION DOCUMENTS will (i) conflict with or result in any
     breach of its CONSTITUTIONAL DOCUMENTS; (ii) require any CONSENTS; or (iii)
     conflict with, result in a breach or default of, or give rise to any right
     of termination, cancellation or acceleration or result in the creation of
     any lien, charge, ENCUMBRANCE, or restriction upon any of the properties or
     assets of it or its shares under, any law, statute, rule, regulation,
     judgment, decree, order, government permit, license or order or any
     mortgage, indenture, note, license, trust, agreement or other agreement,
     instrument or obligation to which it is a party.

(f)  Absence of Certain Changes and Events. Since its establishment, there has
     not been:

     (i)  Any transaction entered into by it other than in the ordinary course
          of business;

     (ii) Any declaration, payment, or setting aside of any dividend or other
          distribution to or for any of the holders of any equity;

     (iii) Any termination, modification, or rescission of or waiver by it of
          rights under any contract having or reasonably likely to have a
          MATERIAL ADVERSE CHANGE on its business;

     (iv) Any discharge or satisfaction by it of any ENCUMBRANCE, or any payment
          of any obligation or liability (absolute or contingent) other than
          liabilities incurred since its establishment in the ordinary course of
          business;


                                       23

<PAGE>

     (v)  Any mortgage, pledge, imposition of any security interest, claim,
          ENCUMBRANCE, or other restriction created on any of the assets,
          tangible or intangible, of it having or reasonably likely to have a
          MATERIAL ADVERSE CHANGE on its business;

     (vi) Any settlement amount of any claim, dispute, suit, proceeding or
          investigation regarding it; or

     (vii) Any event or condition resulting in a MATERIAL ADVERSE CHANGE on its
          business.

(g)  Litigation and Other Proceedings. It is not nor is any of its officers,
     directors, or employees a party to any pending or, threatened action, suit,
     labour dispute (including any union representation proceeding), proceeding,
     investigation, or discrimination claim in or by any court or governmental
     board, commission, agency, department, or officer, or any arbitrator,
     arising from its actions or omissions or, in the case of an individual,
     from acts in his or her capacity as its officer, director, employee, agent
     or contractor, which individually or in the aggregate would have a MATERIAL
     ADVERSE CHANGE on its business. It is not a named party to any order, writ,
     judgment, decree, or injunction.

(h)  No Defaults. It is not, nor has it received written notice that it would be
     with the passage of time, in default or violation of any term, condition,
     or provision of (i) its CONSTITUTIONAL DOCUMENTS; (ii) any judgment,
     decree, or order to which it is a named party; or (iii) any loan or credit
     agreement, note, bond, mortgage, indenture, contract, agreement, lease,
     license, or other instrument to which it is a party or by which it or any
     of its properties or assets is bound, except for defaults and violations
     which have been cured or, individually or in the aggregate, would not have
     a MATERIAL ADVERSE CHANGE on its business.

(i)  Major Contracts. Except for the agreements set out in Schedule J (the
     "EXISTING CONTRACTS") it is not a party to or bound by any agreement,
     contract, lease or indemnity:

     All the EXISTING CONTRACTS are valid and in full force and effect and it
     has not nor has any other party thereto breached any material provisions
     of, or entered into default in any material respect under the terms thereof
     other than such beaches or defaults that have been cured or would not,
     individually or in the aggregate, have a MATERIAL ADVERSE CHANGE on its
     business. It has made available to XFL a copy of each of the EXISTING
     CONTRACTS specified in Schedule J together with all amendments, material
     written waivers or other material written changes thereto.

(j)  Assets. The assets owned, possessed or used by it comprise all the assets
     required to enable it to carry on its business fully and effectively in the
     ordinary course. It has legal and beneficial ownership of all assets owned,
     possessed or used by it free and clear of all ENCUMBRANCEs. No other PERSON
     owns any property and assets which are being used by it except for the
     property leased by it pursuant to the EXISTING CONTRACTS.

(k)  Employees. It has no written or oral contract of employment or other
     employment agreement with any of its employees (including any contracts
     relating to the temporary use or loaning of employees) that are not
     terminable at will by it without payment of severance or termination
     payments or benefits. It is not a party to any pending or threatened labour
     dispute concerning its business or employment practices or the subject of
     any organizing drive, labour grievance or petition to certify a labour
     union. It has complied with all applicable laws, treaties, ordinances,
     rules, and regulations and requirements relating to the employment of
     labour. There are no claims pending or threatened to be brought against it
     in any court or administrative agency by any of its former or current
     employees.

(l)  Certain Agreements. Neither the execution nor delivery of this AGREEMENT
     and the TRANSACTION DOCUMENTS nor the performance of its obligations
     contained in them will:


                                       24

<PAGE>

     (i)  result in any payment by it (including severance, unemployment
          compensation, parachute payment, bonus or otherwise) becoming due to
          any director, employee, or independent contractor of it under any
          employee benefit plan, agreement, or otherwise,

     (ii) increase any benefits otherwise payable under any employee benefit
          plan or agreement, or (iii) result in the acceleration of the time of
          payment or vesting of any such benefits.

(m)  Guarantees and Suretyships. It does not have any powers of attorney
     outstanding and it does not have any obligations or liabilities (absolute
     or contingent) as guarantor, surety, cosigner, endorser, co-maker, or
     otherwise respecting the obligations or liabilities of any person,
     corporation, partnership, joint venture, association, organization, or
     other entity other than as an endorser of negotiable instruments in the
     ordinary course of business.

(n)  Absence of Questionable Payments. It has not nor has any of its respective
     AFFILIATES, directors, officers, agents, employees or other persons acting
     on their behalf, used any corporate or other funds for unlawful
     contributions, payments, gifts, or entertainment, or made any unlawful
     expenditures relating to political activity to government officials or
     others or established or maintained any unlawful or unrecorded funds. It
     has not nor has any of its respective AFFILIATES, directors, officers,
     agents, employees or other persons acting on its behalf, accepted or
     received any unlawful contributions, payments, gifts, or expenditures.

(o)  [It has not conducted any business and has no indebtedness, receivable,
     liability or contingent liability.]

(p)  Taxes.

     (i)  No deficiencies or adjustments for any of its tax has been claimed,
          proposed or assessed or threatened in writing and not paid. There is
          currently no claim outstanding by an authority in a jurisdiction where
          it does not file PRC Returns that it is or may be subject to taxation
          by that jurisdiction. It is not subject to any pending or threatened
          tax audit or examination. It has not entered into any agreements,
          waivers or other arrangements in respect of the statute of limitations
          in respect of its taxes or PRC Returns.

     (ii) For the purposes of this AGREEMENT, the terms "tax" and "taxes" shall
          include all taxes, assessments, duties, tariffs, registration fees,
          and other governmental charges in the nature of taxes including, all
          income, franchise, property, production, sales, use, payroll, license,
          windfall profits, value added, severance, withholding, excise, gross
          receipts and other taxes, as well as any interest, additions or
          penalties relating thereto and any interest in respect of such
          additions or penalties.

(q)  Leases in Effect; Real Estate. All real property leases and subleases to
     which it is a party, and any amendments or modifications thereof, are
     listed in Schedule K (each a "PRC LEASE" and, collectively, the "PRC
     LEASES"). It has a valid leasehold interest under such PRC LEASES. There
     are no existing defaults, and it has not received or given any written
     notice of default or claimed default with respect to any PRC LEASE and
     there is no event that with notice or lapse of time, or both, would
     constitute a default thereunder. All real property occupied by it is
     subject to a written lease. It holds no interest in real property other
     than the PRC LEASES.

(r)  Personal Property. It has valid title, free and clear of all title defects,
     security interests, pledges, options, claims, liens, and ENCUMBRANCEs of
     any nature whatsoever to all inventory, receivables, furniture, machinery,
     equipment, and other personal property, tangible since its establishment.


                                       25

<PAGE>

PART D: WARRANTIES IN RESPECT OF EOPO AND THE NEWSPAPER

(a)  Compliance with Laws and Other Instruments. EOPO holds and, at all times,
     has held all licenses, permits, and authorizations from all Governmental
     Entities necessary for the lawful conduct of its business pursuant to all
     applicable PRC statutes, laws, ordinances, rules, and regulations of all
     such authorities having jurisdiction over it or any part of its operations,
     including without limitation the editing, publishing and distribution of
     the News paper and advertising. There are no violations or claimed
     violations of any such license, permit, or authorization, or any such
     statute, law, ordinance, rule or regulation. It has conducted its
     activities in compliance with all applicable laws and there has been no
     breach of any laws applicable to it.

(b)  Absence of Certain Changes and Events. Since December 31, 2005, there has
     not been:

     (i)  Any transaction other than in the ordinary course of business;

     (ii) Any termination, modification, or rescission of or waiver by it of
          rights under any contract having or reasonably likely to have a
          MATERIAL ADVERSE CHANGE on its business;

     (iii) Any discharge or satisfaction by it of any ENCUMBRANCE, or any
          payment of any obligation or liability (absolute or contingent) other
          than liabilities incurred in the ordinary course of business;

     (iv) Any mortgage, pledge, imposition of any security interest, claim,
          ENCUMBRANCE, or other restriction created on any of the assets,
          tangible or intangible, of it having or reasonably likely to have a
          MATERIAL ADVERSE CHANGE on its business;

     (v)  Any claim, dispute, law suit, proceeding or investigation against or
          regarding it; or

     (vi) Any event or condition resulting in a MATERIAL ADVERSE CHANGE on its
          business.

(c)  Litigation and Other Proceedings. EOPO is not nor is any of its officers,
     directors, or employees a party to any pending or, threatened action, suit,
     labour dispute (including any union representation proceeding), proceeding,
     investigation, or discrimination claim in or by any court or governmental
     board, commission, agency, department, or officer, or any arbitrator,
     arising from its actions or omissions or, in the case of an individual,
     from acts in his or her capacity as its officer, director, employee, agent
     or contractor, which individually or in the aggregate would have a MATERIAL
     ADVERSE CHANGE on its business. It is not a named party to any order,
     judgment, decree, or injunction.

(d)  No Defaults. EOPO is not, nor has it received written notice that it would
     be with the passage of time, in default or violation of any term,
     condition, or provision of (i) its CONSTITUTIONAL DOCUMENTS; (ii) any
     judgment, decree, or order to which it is a named party; or (iii) any loan
     or credit agreement, note, bond, mortgage, indenture, contract, agreement,
     lease, license, or other instrument to which it is a party or by which it
     or any of its properties or assets is bound, except for defaults and
     violations which have been cured or, individually or in the aggregate,
     would not have a MATERIAL ADVERSE CHANGE on its business.

(e)  Newspaper Licenses EOPO has duly obtained and maintained all the licenses
     and permits to conduct the current business, including but not limited to
     the NEWSPAPER Publishing License, and has not conducted the business
     outside the scope of such licenses and permits.

(f)  Material Contracts. Except for the contracts listed in Schedule J, EOPO is
     not a party to any agreement or contract which is related to the subject
     matter of any TRANSACTION DOCUMENTS or which may affect the performance of
     such TRANSACTION DOCUMENTS, in particular any


                                       26

<PAGE>

     agreement or contract in connection with any advertisement related matters,
     or any agreement, contract or arrangement entered into by and between EOPO
     and SEOC.

     EOPO has terminated the contracts, or assigned to JGXC the benefits and
     obligations thereof, in a manner as set forth in Schedule J pending or by
     the CLOSING DATE and there are no circumstances by reason of such
     termination EOPO shall be liable to any other third parties.

(g)  Assets. The assets owned, possessed or used by EOPO comprise all the assets
     required to enable it to carry on its business fully and effectively in the
     ordinary course. It has legal and beneficial ownership of all assets owned,
     possessed or used by it free and clear of all ENCUMBRANCEs.

(h)  Technology and Intellectual Property Rights.

     (i)  Schedule L contains a list of INTELLECTUAL PROPERTY which includes the
          following:

          (1)  all patents, domain names, trademarks, trade names, trade dress
               and service marks, and any applications and registrations for any
               of the foregoing, that is included in the OWNED INTELLECTUAL
               PROPERTY;

          (2)  all registered copyrights, and applications for registered
               copyrights for any OWNED INTELLECTUAL PROPERTY;

          (3)  all material products and services that currently are published
               and/or offered by it, or that are currently under development by
               it and scheduled to be commercially released or offered prior to
               the CLOSING DATE;

          (4)  all material licenses and sublicenses of OWNED INTELLECTUAL
               PROPERTY;

          (5)  all LICENSED INTELLECTUAL PROPERTY and any sublicenses thereto;
               and

          (6)  any material obligation of exclusivity, non-competition,
               non-solicitation, first negotiation or "most favoured nation" or
               "equally favoured nation" (e.g., obligating it to provide terms
               as favourable or more favourable as granted to others) to which
               it is subject under any agreement that does not fall within the
               ambit of (4) or (5) in this paragraph.

     (ii) EOPO owns or has the right to use all INTELLECTUAL PROPERTY used or
          held for use in the conduct of its business without any conflict with
          the rights of others. All products and technology that have been or
          currently are published and/or offered by it or are under development
          by it, and all products and/or technology underlying any and all
          services that have been or currently are offered by it or are under
          development by it is either: (1) owned by it, (2) in the public
          domain, or (3) rightfully used by the it pursuant to a valid written
          license or other agreement.

     (iii) EOPO is not, as a result of the execution or delivery of this
          AGREEMENT and/or the Ancillary AGREEMENTs, nor the performance of its
          obligations under them of under the Structure AGREEMENTs will cause it
          to be in violation of any license, sublicense or other agreement
          relating to the INTELLECTUAL PROPERTY or of any non-disclosure
          agreement to which it is a party or otherwise bound.

     (iv) EOPO is not obligated to provide any financial consideration or other
          consideration to any third party, nor is any third party otherwise
          entitled to any financial consideration or other consideration, with
          respect to any exercise of rights by it or its successors in the
          INTELLECTUAL PROPERTY.


                                       27

<PAGE>

     (v)  EOPO's use, reproduction, modification, distribution, licensing,
          sublicensing, sale, or any other exercise of rights in any OWNED
          INTELLECTUAL PROPERTY by it or its licensees does not infringe,
          misappropriate or violate any copyright, patent, trade secret,
          trademark, service mark, trade name, firm name, logo, trade dress,
          database right, other intellectual property right, right of privacy,
          right of publicity or right in personal or other data of any person.
          Further, the use, reproduction, modification, distribution, licensing,
          sublicensing, sale, or any other exercise of rights in any LICENSED
          INTELLECTUAL PROPERTY or any other authorized exercise of rights in or
          to LICENSED INTELLECTUAL PROPERTY by it or its licensees does not
          infringe, misappropriate or violate any copyright, patent, trade
          secret, trademark, service mark, trade name, firm name, logo, trade
          dress, moral right, database right, other intellectual property right,
          right of privacy, right of publicity or right in personal or other
          data of any person. Further, the distribution, licensing,
          sublicensing, sale, or other provision of products and services by it
          or its resellers or licensees does not infringe, misappropriate or
          violate any copyright, patent, trade secret, trademark, service mark,
          trade name, firm name, logo, trade dress, moral right, database right,
          other intellectual property right, right of privacy, right of
          publicity or right of any person.

     (vi) No action, suit or proceeding, pending or otherwise, (i) challenging
          the validity, enforceability, or ownership by it of any of OWNED
          INTELLECTUAL PROPERTY or (ii) to the effect that the use,
          reproduction, modification, manufacturing, distribution, licensing,
          sublicensing, sale or any other exercise of rights in any OWNED
          INTELLECTUAL PROPERTY by it or its licensees infringes,
          misappropriates or violates any intellectual property or other
          proprietary or personal right of any person is pending or is
          threatened by any person. Further, no claim to the effect that the
          distribution, licensing, sublicensing, sale or other provision of
          products and services by it or its resellers or licensees infringes,
          misappropriates or violates any intellectual property or other
          proprietary or personal right of any person is pending or, to the
          knowledge of EOPO, is threatened by any person. There is no
          unauthorized use, infringement or misappropriation of any of OWNED
          INTELLECTUAL PROPERTY by any third party, employee or former employee.

     (vii) No other party has any security interest in any INTELLECTUAL
          PROPERTY.

     (viii) EOPO has secured from all parties who have created any portion of,
          or otherwise have any rights in or to, OWNED INTELLECTUAL PROPERTY,
          other than employees of itself whose work product was created by them
          entirely within the scope of their employment by it and constitutes
          work made for hire owned by it, valid written assignments or licenses
          of any such work or other rights to it that are enforceable by it and
          has made available true and complete copies of such assignments or
          licenses to XFL.

     (ix) EOPO owns all right, title and interest in and to all data it collects
          from or discloses about users of its products and services. Its
          practices regarding the collection and use of consumer personal
          information are in accordance in all respects with applicable laws and
          regulations of all jurisdictions in which it operates.

     (x)  No officer, director, stockholder or employee of EOPO, nor any spouse,
          or relative thereof, owns directly or indirectly, in whole or in part,
          any INTELLECTUAL PROPERTY.

(i)  Employees. EOPO has no written or oral contract of employment or other
     employment agreement with any of its employees (including any contracts
     relating to the temporary use or loaning of employees) that are not
     terminable at will by it without payment of severance or termination
     payments or benefits. It is not a party to any pending or threatened labour
     dispute concerning its business or employment practices or the subject of
     any organizing drive, labour grievance or petition to certify a labour
     union. It has complied with all applicable laws, treaties, ordinances,
     rules, and regulations and requirements relating to the employment of
     labour.


                                       28

<PAGE>

     There are no claims pending or threatened to be brought against it in any
     court or administrative agency by any of its former or current employees.
     The core employees are and will remain employed by the EOPO (for avoidance
     of any doubt, "core" employee in this paragraph means the employee whom XFL
     may consider essential to EOPO or its business).

(j)  Certain Agreements. Neither the execution and delivery of this AGREEMENT
     and the Ancillary AGREEMENTs nor the performance of its obligations
     contained in them will: (i) result in any payment by EOPO (including
     severance, unemployment compensation, parachute payment, bonus or
     otherwise) becoming due to any director, employee, or independent
     contractor of it under any employee benefit plan, agreement, or otherwise,
     (ii) increase any benefits otherwise payable under any employee benefit
     plan or agreement, or (iii) result in the acceleration of the time of
     payment or vesting of any such benefits.

(k)  Guarantees and Suretyships. EOPO does not have any powers of attorney
     outstanding and it does not have any obligations or liabilities (absolute
     or contingent) as guarantor, surety, cosigner, endorser, co-maker, or
     otherwise respecting the obligations or liabilities of any person,
     corporation, partnership, joint venture, association, organization, or
     other entity other than as an endorser of negotiable instruments in the
     ordinary course of business.

(l)  Absence of Questionable Payments. EOPO has not nor has any of its
     respective AFFILIATES, directors, officers, agents, employees or other
     persons acting on their behalf, used any corporate or other funds for
     unlawful contributions, payments, gifts, or entertainment, or made any
     unlawful expenditures relating to political activity to government
     officials or others or established or maintained any unlawful or unrecorded
     funds. It has not nor has any of its respective AFFILIATES, directors,
     officers, agents, employees or other persons acting on its behalf, accepted
     or received any unlawful contributions, payments, gifts, or expenditures.

(m)  Financial Statements. All financial statemdens delivered to XFL give a true
     and fair view of the financial status as of the relevant account dates.
     Each statement either has made full provision or disclosed all liabilities,
     claims or obligations of any nature, whether absolute, contingent,
     anticipated or otherwise, whether due or to become due, all outstanding
     capital commitments and all bad or doubtful debts as of the relevant
     account dates.

(n)  Taxes.

     (i)  No deficiencies or adjustments for any of its tax has been claimed,
          proposed or assessed or threatened in writing and not paid. It is not
          subject to any pending or threatened tax audit or examination.

     (ii) For the purposes of this AGREEMENT, the terms "tax" and "taxes" shall
          include all taxes, assessments, duties, tariffs, registration fees,
          and other governmental charges in the nature of taxes including, all
          income, franchise, property, production, sales, use, payroll, license,
          windfall profits, value added, severance, withholding, excise, gross
          receipts and other taxes, as well as any interest, additions or
          penalties relating thereto and any interest in respect of such
          additions or penalties.

     (iii) There are no liens for taxes upon its assets except for taxes that
          are not yet payable. It has withheld all taxes required to be withheld
          in respect of wages, salaries and other payments to all employees,
          officers and directors and any taxes required to be withheld from any
          other person and has timely paid all such amounts withheld to the
          proper taxing authority.

PART E: WARRANTIES IN RESPECT OF SEOC


                                       29

<PAGE>

(a)  Material Contracts. Except for the contracts listed in Schedule J, SEOC is
     not a party to any agreement or contract which is related to the subject
     matter of any TRANSACTION DOCUMENTS or which may affect the performance of
     such TRANSACTION DOCUMENTS, in particular any agreement or contract in
     connection with any advertisement related matters, or any agreement,
     contract or arrangement entered into by and between EOPO and SEOC.

     SEOC has terminated the contracts, or assigned to JGXC the benefits and
     obligations thereof, in a manner as set forth in Schedule J pending or by
     the CLOSING DATE and there are no circumstances by reason of such
     termination EOPO shall be liable to any other third parties.


                                       30

<PAGE>

                                   SCHEDULE E
                                 XFL WARRANTIES

XFL hereby represents and warrants to the VENDORS that each of the following
statements is true:

(a)  Organisation and Qualification. It is a person or a legal entity duly
     organised and validly existing under the laws of its jurisdiction of
     incorporation.

(b)  Authorisation. It has taken all corporate or other action required to
     authorise, and has duly authorised, the execution, delivery and performance
     of this AGREEMENT and upon due execution and delivery the same will
     constitute its legal, valid and binding obligations enforceable in
     accordance with its terms.

(c)  Power and Authority. It has full power and authority to make the covenants
     and representations referred to herein and to purchase the EQUITY and to
     execute, deliver and perform this AGREEMENT.


                                       31

<PAGE>

                                   SCHEDULE F
                              DETAILS OF ECONWORLD

Company name                      Guangzhou Jingshi Culture Intermediary Co.,
                                  Ltd.

Date and place of Incorporation   23 March 2006, Tian He District, Guangzhou,
                                  PRC

Registered Address                Rm.340, 36, Nanshe Main Street, Chengjie Road,
                                  Tian He District, Guangzhou

Registered capital                RMB1,000,000

Paid in capital                   RMB1,000,000


                                       32

<PAGE>

                                   SCHEDULE G
                    MANAGEMENT TEAM OF JGXC AND EVENT COMPANY

[List of names of management personnels of JGXC and the Event Company]


                                       33

<PAGE>

                                   SCHEDULE H
                               MANAGEMENT CONTRACT

[Management contract Between JGXC and (or Jingguan Jingshi) with its executives]


                                       34

<PAGE>

                                   SCHEDULE I
                             INDEMNIFICATION LETTER

TO: XINHUA FINANCE LIMITED.

1.   The undersigned, Zhang Jikai, is the representative duly authorised by
     Shandong Sanlian Group Co., (referred to as "SANLIAN" hereinafter), who is
     the controlling shareholder of Shandong Economic Observer Co., Ltd.
     (referred to as "SEOC" hereinafter), a company established and existing
     pursuant to the laws of the PRC with the registered office at No.12,
     Quetuquan Road North, Jinan City. SANLIAN is also the sponsor and
     supervisor of Economic Observer Press Office (referred to as EOPO
     hereinafter), an unincorporated legal entity established under the laws of
     PRC with the registered office at Gao'er People's Government, Licheng
     District, Jinan City.

2.   SANLIAN, together with SEOC and EOPO (collectively as "VENDORS"), signed a
     "Cooperation Agreement in relation to Economic Observer" (the AGREEMENT)
     with your company on [______], 2006 (the term of which is specified in the
     AGREEMENT).

3.   After due consideration and pursuant to clause 8 of the AGREEMENT, SANLIAN
     hereby irrevocably agrees, to provide indemnification for all the
     obligations and liabilities of the either or all of VENDORS as a whole
     under the AGREEMENT in favour of your company, and undertakes to, jointly
     and severally with VENDORS, bear all relevant liabilities resulting from
     any breach of the AGREEMENT by either or all of the VENDORS if either or
     all of the VENDORS fail(s) to perform its/their obligations under the
     AGREEMENT or the TRANSACTION DOCUMENTS. Such obligations of the VENDORS
     include, without limitation, making indemnity for any Claim (as defined in
     the AGREEMENT) made against either or all of the VENDORS by your company
     pursuant to clauses 8 of the AGREEMENT.

This Letter of Indemnification is hereby issued.

INDEMNIFYING PARTY: SHANGDONG SANLIAN GROUP CO., LTD.

                    [Company Chop of Shangdong Sanlian Group Co., Ltd.]


SIGNED BY:          /s/ Zhang Jikai
                    ------------------------------
                    (Printed name)

                    (Stamp and Chop of SANLIAN)

DATE:               April 20 2006


                                       35

<PAGE>

                                   SCHEDULE J
                               MATERIAL CONTRACTS

[List of over a hundred contracts to which JGXC and EOPO are parties, which
include sales contracts, distribution and printing contracts, and agency
contracts.]


                                       36

<PAGE>

                                   SCHEDULE K
                                     LEASES

[Lease agreement between JGXC and Beijing Liangxiang Satellite City Real
Property Development Company regarding 18-C66, Construction Road, Kaixuan Main
Street, Beijing. Tenancy term is from February 1, 2006 to January 31, 2007 and
annual rent is RMB5,000.]


                                       37
<PAGE>

                                   SCHEDULE L
                              INTELLECTUAL PROPERTY

(1)  Domain name:



Chinese domain name             English domain name     Universal website        Internet name
-------------------            --------------------   --------------------   --------------------
                                                                    
www.[Chinese Characters].cn    www.eeo.com.cn         [Chinese Characters]   [Chinese Characters]
www.[Chinese Characters].com   www.eobserver.com.cn   (Economic Observer)    (Economic Observer
www.[Chinese Characters].net                                                 Press Office)
www.[Chinese Characters].com
www.[Chinese Characters].net
www.[Chinese Characters].com
www.[Chinese Characters].com
www.[Chinese Characters].com
www.[Chinese Characters].com


(2)  Trademarks:



                        Date of processing
Trademark                 the application
Text/Graphic             for registration            Applicable category
------------            ------------------   -----------------------------------
                                       
The Economic Observer   May 25, 2005         9    Science, navigation, land
[Chinese Characters]                              survey, electrical,
[Chinese Characters]                              photography, movies, optics,
                                                  scales, instruments of
                                                  measurement, signal, testing
                                                  (supervision), ambulance
                                                  (rescue) and instructional
                                                  instruments and devices,
                                                  recording, communications,
                                                  device for displaying sound
                                                  and image, magnetic data
                                                  medium, recording disc,
                                                  automatic vending machine and
                                                  coin-operated mechanical
                                                  structure, cash register,
                                                  computer and data processing
                                                  facility, fire extinguisher

The Economic Observer   May 25, 2005         16   Different types of paper,
[Chinese Characters]                              paper board and products,
[Chinese Characters]                              printed matter, stapling
                                                  products, photos, stationery,
                                                  glues for stationery or home
                                                  use, fine arts products,
                                                  brush-pencil, typewriter and
                                                  office products (other than
                                                  furniture), education or
                                                  instructional products (other
                                                  than



                                       38

<PAGE>


                                       
                                                  instruments), packaging
                                                  plastic materials (different
                                                  types), paper cards, printing
                                                  types, printing form

The Economic Observer   May 25, 2005         35   Advertising, enterprise
[Chinese Characters]                              operation, enterprise
[Chinese Characters]                              management, office
                                                  administration

The Economic Observer   May 25, 2005         40   Material processing
[Chinese Characters]
[Chinese Characters]

The Economic Observer   May 25, 2005         41   Education, provision of
[Chinese Characters]                              training, entertainment, arts
[Chinese Characters]                              and sports activities

The Economic Observer   May 25, 2005         42   Science and technology service
[Chinese Characters]                              and related research and
[Chinese Characters]                              design services; industrial
                                                  analysis and research,
                                                  computer hardware and software
                                                  design and development; legal
                                                  services

EEO.COM.CN              May 25, 2005         9    Science, navigation, land
[Chinese Characters]                              survey, electrical,
                                                  photography, movies, optics,
                                                  scales, instruments of
                                                  measurement, signal, testing
                                                  (supervision),
                                                  ambulance (rescue) and
                                                  instructional instruments and
                                                  devices, recording,
                                                  communications, device for
                                                  displaying sound and image,
                                                  magnetic data medium,
                                                  recording disc, automatic
                                                  vending machine and
                                                  coin-operated mechanical
                                                  structure, cash register,
                                                  computer and data processing
                                                  facility, fire extinguisher

EEO.COM.CN              May 25, 2005         16   Different types of paper,
[Chinese Characters]                              paper board and products,
                                                  printed matter, stapling
                                                  products, photos, stationery,
                                                  glues for stationery or home
                                                  use, fine arts products,



                                       39

<PAGE>


                                       
                                                  brush-pencil, typewriter and
                                                  office products (other than
                                                  furniture), education or
                                                  instructional products (other
                                                  than instruments), packaging
                                                  plastic materials (different
                                                  types), paper cards, printing
                                                  types, printing form

EEO.COM.CN              May 25, 2005         35   Advertising, enterprise
[Chinese Characters]                              operation, enterprise
                                                  management, office
                                                  administration

EEO.COM.CN              May 25, 2005         40   Material processing
[Chinese Characters]

EEO.COM.CN              May 25, 2005         41   Education, provision of
[Chinese Characters]                              training, entertainment, arts
                                                  and sports activities

EEO.COM.CN              May 25, 2005         42   Science and technology service
[Chinese Characters]                              and related research and
                                                  design services; industrial
                                                  analysis and research,
                                                  computer hardware and software
                                                  design and development; legal
                                                  services

[Chinese Characters]    July 6, 2005         16   Different types of paper,
CHINA BLUE                                        paper board and products,
CHIP REAL ESTATE                                  printed matter, stapling
And graphics                                      products, photos, stationery,
                                                  glues for stationery or home
                                                  use, fine arts products,
                                                  brush-pencil, typewriter and
                                                  office products (other than
                                                  furniture), education or
                                                  instructional products (other
                                                  than instruments), packaging
                                                  plastic materials (different
                                                  types), paper cards, printing
                                                  types, printing form

[Chinese Characters]    July 6, 2005         41   Education, provision of
CHINA BLUE                                        training, entertainment, arts
CHIP REAL ESTATE                                  and sports activities
And graphics

[Chinese Characters]    July 6, 2005         16   Different types of paper,
The Economic Observer                             paper board and products,
Forum and graphics                                printed matter, stapling
                                                  products, photos, stationery,
                                                  glues for stationery or home



                                       40

<PAGE>


                                       
                                                  use, fine arts products,
                                                  brush-pencil, typewriter and
                                                  office products (other than
                                                  furniture), education or
                                                  instructional products (other
                                                  than instruments), packaging
                                                  plastic materials (different
                                                  types), paper cards, printing
                                                  types, printing form

[Chinese Characters]    April 28, 2005       41   Education, provision of
The Economic Observer   July 6, 2005              training, entertainment, arts
Forum and graphics                                and sports activities

[Chinese Characters]    June 3, 2006         16   Different types of paper,
The Most Respected      (Note: date of            paper board and products,
Companies of China      application, not          printed matter, stapling
And graphics            date of                   products, photos, stationery,
                        processing)               glues for stationery or home
                                                  use, fine arts products,
                                                  brush-pencil, typewriter and
                                                  office products (other than
                                                  furniture), education or
                                                  instructional products (other
                                                  than instruments), packaging
                                                  plastic materials (different
                                                  types), paper cards, printing
                                                  types, printing form

[Chinese Characters]    June 3, 2006         41   Education, provision of
The Most Respected      (Note: date of            training, entertainment, arts
Companies of China      application, not          and sports activities
And graphics            date of
                        processing)

[Chinese Characters]    June 3, 2006         16   Different types of paper,
Marketing               (Note: date of            paper board and products,
And graphics            application, not          printed matter, stapling
                        date of                   products, photos, stationery,
                        processing)               glues for stationery or home
                                                  use, fine arts products,
                                                  brush-pencil, typewriter and
                                                  office products (other than
                                                  furniture), education or
                                                  instructional products (other
                                                  than instruments), packaging
                                                  plastic materials (different
                                                  types), paper cards, printing
                                                  types, printing form

[Chinese Characters]    June 3, 2006         41   Education, provision of
Marketing               (Note: date of            training, entertainment, arts
And graphics            application, not          and sports activities
                        date of
                        processing)



                                       41
<PAGE>

                                   APPENDIX 1

[Equity Transfer Agreement in relation to JGXC - Please refer to Exhibit 10.30]

<PAGE>

                                   APPENDIX 2

                       [Articles of Association of JGXC]

<PAGE>

                                   APPENDIX 3

[Business Cooperation Agreement - Please refer to Exhibit 10.5]

<PAGE>

                                   APPENDIX 4

[Business Cooperation Contract - Please refer to Exhibit 10.24]

<PAGE>

                                   APPENDIX 5

[Information Consulting Committee Organization Agreement - Please refer to
Exhibit 10.23]

<PAGE>

                                   APPENDIX 6

             [Articles of Association of Beijing Jingguan Jinghsi]