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Sample Business Contracts

Business Cooperation Agreement - Shandong Sanlian Group Co. Ltd., Shandong Economic Observing Newspaper Co. Ltd., Economic Observer Press Office and Beijing Jingguan Xincheng Advertising Co. Ltd.

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                                                                     Translation

                                                                  Execution Copy

               REVISED AND RESTATED BUSINESS COOPERATION AGREEMENT

                                      AMONG

                        SHANDONG SANLIAN GROUP CO., LTD.

                 SHANDONG ECONOMIC OBSERVING NEWSPAPER CO., LTD.

                         ECONOMIC OBSERVER PRESS OFFICE

                                       AND

                 BEIJING JINGGUAN XINCHENG ADVERTISING CO., LTD.

                          DATED NOVEMBER, 2006, BEIJING


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                               TABLE OF CONTENTS

Definition

Transfer of advertising agency and the newspaper company

Intellectual property

Distribution business consulting services

Printing business management services

Treatment of prior agreements

Consideration

Representations and warranties

Notice

Revision and termination of the agreement

Liabilities for breach

Term of the agreement and renewal upon expiration

Payment of taxes

Resolution of dispute

Governing law and jurisdiction

Waiver and transfer

Miscellaneous

Appendix 1   Representations and warranties

Appendix 2   List of Intellectual properties

Appendix 3   List of prior agreements with other parties to be continued

Attachment 1 Letter of Confirmation

Attachment 2 Letter of Confirmation regarding the Termination of Agreements

Attachment 3 Letter of Confirmation regarding Newspaper Co.'s Transfer of
             Contracts

Attachment 4 Letter of Confirmation regarding EOPO's Transfer of Contracts


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This business cooperation agreement (the "Agreement") was executed and delivered
on November 6, 2006 in Beijing, People's Republic of China by the parties listed
below:

Party A:   Shandong Sanlian Group Co., Ltd. ("Sanlian Group")

Party B:   Shandong Economic Observing Newspaper Co., Ltd. ("Newspaper Co.")

Party C:   Economic Observer Press Office ("EOPO")

Party D:   Beijing Jingguan Xincheng Advertising Co., Ltd. ("JGXC")

     The above parties to the Agreement are collectively referred to as
"parties", and each as a "party".

Whereas:

     1.   EOPO is a publishing entity established and subsisting under Chinese
          law; it is a legal public institution registered with the Business
          Institution Registration and Administration Bureau of Shandong
          Provincial Government;

     2.   Sanlian Group is a company with limited liability registered under
          Chinese law; it is the sponsor and administrator of EOPO;

     3.   Newspaper Co. is a company with limited liability registered under
          Chinese law and a subsidiary of Sanlian Group; it used to be the agent
          for EOPO's advertising and related business;

     4.   JGXC is a company limited by shares registered under Chinese law; it
          is a legal and registered advertising operator;

     5.   The parties entered into a "Business Cooperation Agreement" on May 10,
          2006 and later executed a "Supplementary Agreement on 'Business
          Cooperation Agreement'" on June 10, 2006; now the parties unanimously
          undertake to amend and restate the above-referenced "Business
          Cooperation Agreement" and the "Supplementary Agreement"; the parties
          agree to abide by the rights and obligations under the amended and
          restated "Business Cooperation Agreement".

     Subsequent to friendly consultation and in accordance with Chinese law, the
     parties hereby enter into the following agreements:

1.   DEFINITION

Unless otherwise defined in the context, the following terms shall, when used in
the Agreement, have the meaning set forth therein:

     1.1  "Authorized intellectual property": Any intellectual property that
          EOPO is authorized by any third party to use anywhere in the world.


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     1.2  "Third party": Any legal person, non-legal person, private enterprise,
          or natural person other than any signatory hereof.

     1.3  "Advertising Revenue": Any consideration or other form of payment made
          by any client or third party to JGXC for designing, producing, or
          releasing advertisement or for providing other advertising service.

     1.4  Economic Observer: Unless otherwise defined herein, the newspaper
          currently named Economic Observer and its predecessor, its successor
          or substitute under a new name or masthead, as well as other financial
          publication and any or all appendices, supplements, additional
          editions, derivative publications, whether in print or electronic
          format or in any other format or media that EOPO publishes from time
          to time.

     1.5  "Economic Observer's distribution business": Economic Observer 's
          distribution business including distributing, wholesaling and
          retailing.

     1.6  "Economic Observer's advertising business": Any business related to
          any form of advertising contained in or related to Economic Observer.
          For the sake of clarity, this refers to advertising in a certain media
          or format directly or indirectly introducing or promoting or marketing
          any merchandise, service and brand name.

     1.7  "Agreement works": Works defined in Section 3.2.1 hereof.

     1.8  "Cooperation Agreement": "Cooperation Agreement in relation to
          Economic Observer" executed and delivered on April 20, 2006 by Xinhua
          Financial Limited, Shandong Economic Observing Newspaper Co., Ltd.,
          Shandong Sanlian Group Co., Ltd., Economic Observer Press Office and
          Beijing Jingguan Xincheng Advertising Co., Ltd.

     1.9  "Application to register a trademark": Application to register a
          trademark as set forth in Section 3.3 hereof.

     1.10 "Existing agreement with other parties": as defined in Section 6.2
          hereof.

     1.11 "Term of the agreement": as set forth in Section 6 hereof, the entire
          period from the date on which the agreement comes into effect to the
          date on which the agreement is terminated including any extended
          period effected by any renewal or extension hereof.

     1.12 "Domain name": Any domain or website name that EOPO directly or
          indirectly already owns or will establish, including but not limited
          to the domain disclosed in Appendix 1.


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     1.13 "Intellectual property": Any intellectual property or title to any
          intangible asset that pertains to any text (including in other
          languages), logo or design (including any transformation in any
          recognizable form) related to or used in Economic Observer or using
          Economic Observer, including but not limited to any or all of the
          following: trademark, business name, service logo and trade dress as
          well as any good will associated with any trademark, business name,
          company name, business entity name, trade name, service logo and trade
          dress; patent, concept, prototype, drawing, design, company or
          institution logo, trade dress; distinctive outlook; identity mark;
          official mark; masking layer; utility models; domain names and
          internet protocol addresses and other internet identity marks, virtual
          character and other source identification or business identity marks
          as well as all goodwill associated with the preceding items; copyright
          and work with a claim to authorship (or copyright); databases;
          drawings; concept design; marketing, sales and client databases and
          strategies, client lists; technologies; business proprietary
          information, including proprietary expertise, inventions, invention
          disclosure, inventor's notes, improvements on inventions; discovery,
          recipes, standards and processes; any kind of computer software
          (whether in the form of source codes or object codes); application
          software programming interface; protocols; any right to renew, extend,
          re-release, continued or separate application, application and/or
          register any of the preceding items; and all applications submitted to
          relevant registration authorities in order to register or protect any
          of the above-referenced intellectual properties. The preceding
          intellectual properties include internally produced intellectual
          properties and licensed intellectual properties.

     1.14 "Copyright": Copyright of any works of the agreement incorporating or
          pertaining to all transferable rights, including but not limited to
          right to duplicate, release, lease, exhibit, show/display, broadcast,
          internet broadcast, photograph, adapt, translate and compile, etc.,
          and neighboring rights (including but not limited to the rights that
          accrue to performers, audio-video producers, broadcasting TV
          institutions and print publishers as a result of transmitting a
          certain works) and other rights associated with copyright.

     1.15 "Privately owned intellectual property": Intellectual property owned
          or held by EOPO anywhere in the world.

     1.16 "China": People's Republic of China, including Hong Kong and Macau
          special administrative regions and Taiwan.


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2.   TRANSFER OF ADVERTISING AGENCY AND THE NEWSPAPER COMPANY

     2.1  In accordance with the provisions of the agreement, EOPO grants the
          advertising agency for the advertising business of Economic Observer
          to JGXC and irrevocably agrees to JGXC having sole and exclusive right
          to advertising agency, advertising rate-setting and advertising sales
          for the advertising business of Economic Observer during the term of
          the agreement.

     2.2  During the term of the agreement, without JGXC's written consent in
          advance, EOPO shall not accept directly or through any third party or
          authorizing any third party to accept or server as agent for any of
          the advertising business of Economic Observer.

     2.3  During the term of the agreement, without JGXC's written consent in
          advance, EOPO shall not transfer or partially transfer to, yield to,
          authorize or permit any third party the advertising agency for the
          advertising business of Economic Observer; EOPO shall ensure that no
          third party has any claim against JGXC regarding the advertising
          business prior to the execution of the agreement.

     2.4  Simultaneous with the execution of the agreement, EOPO shall issue to
          JGXC a "Letter of Confirmation" in form and substance as set forth in
          Attachment 1 ("Letter of Confirmation") hereof, thereby acknowledging
          JGXC as the exclusive advertising agent for Economic Observer. EOPO
          agrees to introduce, when appropriate and in Economic Observer and
          related promotional material and media, JGXC as the exclusive
          advertising agent for Economic Observer.

     2.5  While exercising its advertising agency, JGXC may act as an agent of
          EOPO or in the name of the general advertising agent of Economic
          Observer, or act in its own name, JGXC, including but not limited to
          signing, in its own name, contracts with clients or their
          representatives.

     2.6  Without JGXC's written consent in advance, EOPO shall not release any
          advertisement in exchange for any other form of consideration from
          clients. EOPO undertakes that, subject to JGXC delivery or provision
          to EOPO the consideration as set forth in Section 7.1 hereof, all
          revenue related to the advertising business of Economic Observer shall
          accrue to JGXC.

     2.7  JGXC shall execute its advertising agency with due care and in good
          faith and shall not be obligated to pay EOPO any fees other than
          delivering or providing to EOPO the consideration as set forth in
          Section 7.1 hereof.


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     2.8  To facilitate JGXC's delivery of its advertising agency in accordance
          with the provisions herein, EOPO shall exert its utmost to ensure
          sufficient support in terms of newspaper layout, personnel and
          facilities.

     2.9  JGXC may make recommendations with regard to advertising format,
          layout and space allocation, which EOPO should endeavor to accommodate
          except where doing so would contravene the law or violate government
          directives.

     2.10 During the term of the agreement and where permissible under the law
          of the state, the parties hereto agree that JGXC shall have the right
          to demand that Sanlian Group and EOPO transfer EOPO to JGXC or its
          designee thereby rendering JGXC or its designee 100% owner of EOPO or
          in a position equivalent to the above-referenced 100% owner under
          Chinese law, the consideration and terms of which shall be negotiated
          separately between the two parties. Before the termination of the
          agreement and unless with the written consent in advance by JGXC,
          Sanlian Group and EOPO undertake not to transfer to a third party any
          of the right to publish or issue, manage or operate the advertising
          business of Economic Observer or encourage, permit or do anything that
          cause the cancellation or non-renewal of any of the right to publish
          or issue, and not to transfer, sell or pledge to a third party any of
          EOPO's assets or businesses. The parties hereby agree to execute a
          separate agreement on the transfer of Economic Observer in order to
          define the rights and obligations of the parties hereto and thereto.

3.   INTELLECTUAL PROPERTY

     3.1  General provisions for the transfer of intellectual property

          3.1.1 During the term of the agreement and where permissible under the
               law then in effect, EOPO agrees to transfer to JGXC, at the
               request of the latter from time to time, all or part of the
               intellectual properties that it owns then.

          3.1.2 Where, as required under applicable law, the transfer of
               intellectual property cannot be effected without the mandatory
               approval, filing, registration or other legal procedure, EOPO
               shall complete the procedures for obtaining approval, filing or
               change registration in compliance with relevant law or regulation
               within thirty days of the later of:

               1)   JGXC making a written request; or

               2)   The date on which the transfer becomes permissible under the
                    law or regulation.


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          3.1.3 Notwithstanding the provisions in Section 3.1.2 hereof, if the
               required approval, filing and registration cannot be completed
               due to a reasonable delay caused by procedural deadlines imposed
               by the law or regulations, EOPO shall ensure, in a manner
               acceptable to JGXC, that an irrevocable application for transfer
               is submitted, before the above-referenced deadlines, to the
               relevant authorities processing such approval, filing or
               registration.

          3.1.4 The intellectual property to be transferred by EOPO to JGXC
               shall be delivered on the date when the required approval is
               obtained or change of registration effected; where the applicable
               law and regulation does not require approval or mandatory
               registration for the transfer of any intellectual property,
               regardless whether filing or voluntary registration is necessary,
               the intellectual in question shall be delivered automatically on
               later of the date when JGXC makes a written request as set forth
               in Section 3.1.1 hereof or the date when EOPO acquires the said
               intellectual property. If a given intellectual property can be
               covenanted as directly belonging to JGXC, EOPO shall ensure that
               the said intellectual property, upon its coming into existence,
               directly belongs to JGXC.

          3.1.5 Upon the delivery of the intellectual property, all the rights
               and benefits derived from or associated with EOPO shall pass to
               JGXC.

          3.1.6 Within thirty days of delivering the intellectual property or
               other reasonable time frame acceptable to JGXC, EOPO shall
               deliver the said intellectual property's embodiment of rights,
               derivatives and all related material.

          3.1.7 All the taxes and expenses associated with the transfer of
               intellectual property set forth herein shall be borne by the
               relevant parties in compliance with the law.

          3.1.8 Prior to JGXC obtaining legal title to a given intellectual
               property, where permissible under the law, EOPO shall authorize
               JGXC to use the said intellectual property and further agree that
               JGXC shall authorize others to use the said intellectual property
               in order to satisfy an operational need. Without the written
               consent in advance by JGXC, EOPO shall not transfer to or
               authorize the use by a third party, or use the said intellectual
               property in a manner potentially detrimental to the interest of
               JGXC.

          3.1.9 EOPO shall take all measures necessary to protect intellectual
               property and be in compliance with all applicable laws and
               contractual obligations. At the request of JGXC, EOPO shall exert
               its utmost perfect its systems, policies and measures for the


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               protection of intellectual property. In the event of any third
               party's violation of the law or contract, or infringement of or
               damage to intellectual property, or EOPO's or JGXC's rights and
               benefits associated with intellectual property, EOPO shall, at
               the request of JGXC, endeavor to take measures to stop the said
               infringement or breach of contract such that the losses be
               minimized.

          3.1.10 EOPO shall not, in whatever manner, either through action or
               non-action, impair its intellectual property or cause any adverse
               effect on the intellectual property that JGXC shall acquire, own
               and utilize in accordance with the agreement.

          3.1.11 EOPO shall disclose to JGXC, sufficiently, completely and
               without omission, any third party's reserved rights on
               intellectual property already in existence at the time of
               execution hereof.

          3.1.12 EOPO hereby commits itself to the covenant that, from the date
               of execution hereof to date of the delivery of the intellectual
               property to JGXC, EOPO shall:

               (1)  not exercise or authorize others to exercise the
                    intellectual property that shall be transferred to JGXC;

               (2)  not engage in any action that may obstruct or adversely
                    affect the registration, renewal or maintenance of validity
                    in China or elsewhere of the intellectual property by JGXC
                    or its affiliates, including but not limited to transferring
                    the said intellectual property to a third party, or
                    authorizing its use by a third party, or placing any pledge,
                    lien or any other condition or restriction on the said
                    intellectual property;

               (3)  not call into question, at the time when, under the
                    provisions of the law, JGXC lawfully acquires or is
                    authorized to use the intellectual property, the validity
                    and exclusivity of JGXC's entitlement to the intellectual
                    property or the legal right to usage as a party authorized
                    to use the intellectual property, and

               (4)  assist JGXC to execute all necessary documents and provide
                    to JGXC, in a timely manner, all the information reasonably
                    required for the delivery or authorized use of the
                    intellectual property; and

          3.1.13 Section 3.2, Section 3.3 or Section 3.4 hereof does not limit
               the generality of Section 3.1 hereof.

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     3.2  Transfer of copyright

          3.2.1 Where permissible under the law, the copyright that EOPO
               transfers to JGXC shall include the copyright of the following
               works: from the date on which EOPO was established till the date
               of termination of the agreement, any works that Economic Observer
               published, carried, utilized and linked to, including but not
               limited to works of literature, oral literature, music, drama,
               folk arts, dance, acrobatic arts, fine arts, photography, movies
               and movie-type of works, graphic works such as engineering
               design, product design, maps, illustrations and models, computer
               software, other works protected under Chinese law, regulations
               and intentional conventions that China is a signatory thereto or
               participant thereof, any collections, adaptations, translations,
               annotations, editions of the above-referenced works ("agreement
               works"), regardless whether EOPO created these works internally,
               commissioned others to create them, or others created them or
               provided them to EOPO of their own initiative, and regardless
               whether EOPO made payment to obtain or publish the said works.

          3.2.2 The copyright that EOPO transfers to JGXC is limited to the
               copyright of the agreement works that EOPO owns, possesses, has
               obtained or is licensed to use under applicable laws,
               regulations, conventions and/or contracts, agreements, license
               and authorization during the term hereof.

          3.2.3 Without the written consent in advance by JGXC, EOPO shall not
               use any of the agreement works in a publication, website or other
               media other than Economic Observer. For the sake of clarity,
               Economic Observer referenced in this section means the newspaper
               published by EOPO with the publication series number of CN37-0027
               as well as its subsequent publication under a new name or new
               masthead.

          3.2.4 To the extent permissible under the law, from the date of
               execution hereof, EOPO shall covenant with the authors of the
               agreement works that JGXC shall exercise the property rights to
               the copyright of the said works.

          3.2.5 Notwithstanding the transfer of the copyright, the authors of
               the agreement works continue to be entitled to their rights of
               the person regarding the right of authorship, the right of
               revision and the right of keeping the integrity of the work,
               unless the law provides otherwise.

     3.3  Transfer of trademarks


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          3.3.1 EOPO agrees to transfer to JGXC, where permissible under the
               law, the trademark registration application identified in
               Appendix 2 herein ("Trademark registration application"), and
               JGXC agrees to accept then the trademark registration
               application.

          3.3.2 Within thirty days after JGXC makes a written request as set
               forth in Section 3.1.1 hereof, EOPO shall follow the legal
               procedures required under Chinese law and regulations for
               transferring a trademark registration application or follow a
               procedure acceptable to JGXC in order that an irrevocable
               application to transfer a trademark registration be submitted to
               the State Trademark Bureau.

     3.4  Transfer of the domain name

          3.4.1 EOPO agrees to transfer to JGXC, where permissible under the
               law, the domain name disclosed in Appendix 2 herein and
               associated website, and JGXC agrees to accept then the domain
               name disclosed in Appendix 2 herein.

          3.4.2 To effect the transfer of the domain name referenced to in
               Section 3.4.1 hereof, within thirty days after JGXC makes a
               written request as set forth in Section 3.1.1 hereof, EOPO shall
               follow the legal procedures required under Chinese law and
               regulations for transferring a domain name or changing the owner
               of a domain name, and simultaneously complete the procedures for
               changing the telecommunications and information services business
               license and/or related other filing procedures for a transfer of
               domain name, and follow a procedure acceptable to JGXC in order
               that the change of registration of the domain name owner be
               completed with the domain name registration authorities.

4.   DISTRIBUTION BUSINESS CONSULTING SERVICES

     4.1  To increase the distribution of Economic Observer and further expand
          the advertising business of Economic Observer, EOPO agrees to follow
          the provisions herein and commission JGXC to provide information
          consulting and management consulting services regarding the
          distribution business of Economic Observer. JGXC shall deliver these
          services with due diligence and in good faith.

     4.2  As requested by EOPO form time to time, JGXC shall recommend overall
          plans and case reviews with regard to the distribution plans and
          distribution proposals of Economic Observer, including but not limited
          to providing consultation and recommendations on the total volume of
          distribution, regional distribution volumes, methods of distribution,
          channels of distribution, review of distribution contracts, format and
          terms of the distribution contracts.


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     4.3  To facilitate the provision of the consulting services, EOPO shall
          disclose to JGXC the details of information, both existing and those
          to arise during the term hereof, on all drafts of distribution
          contracts, name of distributors, distribution volume, distribution
          price, distribution region, distribution revenue allocation, etc.

5.   PRINTING BUSINESS MANAGEMENT SERVICES

     5.1  To increase the distribution of Economic Observer and further expand
          the advertising business of Economic Observer, EOPO agrees to follow
          the provisions herein and commission JGXC to assist EOPO with the
          management of the printing business of Economic Observer. JGXC shall
          deliver these services with due diligence and in good faith.

     5.2  EOPO shall execute printing contracts based on standard printing costs
          verified by JGXC Prior to executing any printing contract with any
          third party, EOPO shall submit the draft of the printing contract to
          JGXC five business days before its execution; the said draft shall
          disclose in detail the significant terms such as the names of the
          parties to the contract, quantity of printing, printing price, region,
          and printing costs, etc.

6.   TREATMENT OF PRIOR AGREEMENTS

     6.1  EOPO and Newspaper Co. hereby confirm that they shall terminate all
          the contracts, agreements or arrangements, as listed in Attachment 2
          hereof, that EOPO and Newspaper Co. entered into prior to the date of
          execution hereof but have not yet fully performed and that they shall
          execute "Letter of confirmation regarding the termination of
          agreements" in a form as set forth in Attachment 2 hereof.

     6.2  Where EOPO and a third party entered into, or Newspaper Co. and a
          third party entered into prior contracts, agreements or arrangements
          with respect to advertising, intellectual property, distribution and
          printing business ("prior agreements with other parties") that, on the
          date of execution hereof, have not been fully performed, EOPO or
          Newspaper Co. shall exert their utmost to perform these agreements
          with other parties to completion in a reasonable manner, to the extent
          not contravening the agreement and not having a direct or indirect
          adverse effect on JGXC's interests, unless JGXC demands otherwise.

     6.3  With regard to those prior agreements with third parties, as listed in
          Appendix 3 hereof, that pertain to advertising business, Newspaper Co.
          and JGXC hereby agree that Newspaper Co. shall transfer to JGXC the
          rights and benefits under the said contracts, agreements or
          arrangements, and that they shall execute "Letter of Confirmation
          Regarding the Transfer of Contractual Rights and Benefits" in a form
          as set forth in Attachment 3 hereof.


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     6.4  With regard to those prior agreements with third parties, as listed in
          Attachment 4 hereof, that pertain to advertising business, EOPO and
          JGXC hereby agree that EOPO shall transfer to JGXC the rights and
          benefits under the said contracts, agreements or arrangements, and
          that they shall execute "Letter of confirmation regarding the transfer
          of contractual rights and benefits" in a form as set forth in
          Attachment 4 hereof.

     6.5  Unless the law provides otherwise, from the date of execution hereof,
          EOPO and Newspaper Co. shall not execute or enter into any agreement
          or arrangement without the written consent by JGXC in advance; EOPO
          shall not make any payment to Newspaper Co. without the signature and
          consent of JGXC's chief financial officer. For the sake of clarity,
          JGXC's chief financial officer refers to the chief financial officer
          as defined in JGXC's Articles of Association, or another person by
          right of a written authorization from the chief financial officer.

7.   CONSIDERATION

     7.1  Commencing from the date of execution hereof, JGXC shall pay EOPO, an
          annual basic advertising agency fee in the amount of RMB 1,000,000
          (one million Renminbi). The rate of the advertising agency fee set
          forth herein may be adjusted by the parties through consultation
          taking into consideration the market situation and the evolution of
          the advertising business of Economic Observer.

     7.2  The total amount referenced in Section 7.1 hereof shall be paid by
          JGXC in equal monthly installments. EOPO agrees that the
          above-referenced consideration to be paid by JGXC already incorporates
          the compensation for transferring or licensing intellectual property
          to JGXC as set forth in Section 3.1.1 hereof, unless the law provides
          otherwise.

8.   REPRESENTATIONS AND WARRANTIES

     8.1  On the date of execution hereof, EOPO and Newspaper Co. make the
          representations and warranties to JGXC that the information disclosed
          in the appendices hereof is true, accurate, complete, and without
          omission or being misleading, and acknowledge that the said warranty
          constitutes the basis on which JGXC enters the agreement.

     8.2  Each representation and warranty shall be construed as a separate
          warranty.

     8.3  EOPO undertakes to immediately give written notice to JGXC if EOPO
          becomes aware that, events subsequent to the date of execution hereof
          have rendered any of the representations and warranties to be untrue,


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          inaccurate or misleading in any respect such that there is a material
          adverse effect on the rights of JGXC


9.   NOTICE

     9.1  Unless otherwise provided herein, when any party is giving a notice in
          accordance with or associated with the agreement, the said notice
          shall be in writing. If delivered in person, or transmitted by
          facsimile, or delivered by EMS, then it is deemed delivered if it is
          delivered to the addresses or facsimile numbers listed below, or
          delivered to other addresses or facsimile numbers provided by the
          recipient in advance.

          Economic Observer Press Office

          Address: Building 7, Xinghua East Lane A, Heping Street, Dongcheng
          District, Beijing
                     Postal Code: 100013
          Telephone: 010-64209021
          Facsimile: 010-64297071
          Attention: ZHANG, Lijuan

          Shandong Sanlian (Group) Co., Ltd.
          Address:   20 Tuquan North Road, Jinan, Shandong
                     Postal Code: 250011
          Telephone: 0531-83536605
          Facsimile: 0531-86099847
          Attention: ZHU, Aijun

          Shandong Economic Observing Newspaper Co., Ltd.
          Address:   Building 7, Xinghua East Lane A, Heping Street, Dongcheng
          District, Beijing
                     Postal Code: 100013
          Telephone: 010-64209021
          Facsimile: 010-64297071
          Attention: ZHANG, Lijuan

          Beijing Jingguan Xincheng Advertising Co., Ltd.
          Address:   Building 7, Xinghua East Lane A, Heping Street, Dongcheng
          District, Beijing
                     Postal Code: 100013
          Telephone: 010-64209021
          Facsimile: 010-64297071
          Attention: ZHANG, Lijuan


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     9.2  Unless otherwise provided herein, any notice, if transmitted by
          facsimile, shall be deemed delivered immediately if it is transmitted
          without error messages to the facsimile number of the recipient listed
          above during 8:00-17:00, Beijing Time, on a statutory business day,
          except that, immediately thereafter, the said notice shall be
          delivered by EMS to the recipient as a form of confirmation. Any
          notice, if delivered by EMS, shall be deemed already delivered 5 days
          after it is dispatched to the address of the recipient.

10.  REVISION AND TERMINATION OF THE AGREEMENT

     10.1 Any amendment to this Agreement shall not be valid without the
          unanimous consent of the parties, the approval of the board of
          directors of JGXC, and execution of supplemental agreement. Any
          unilateral change to this agreement by any party has no legal effect.

     10.2 Unless provided otherwise herein, no party shall terminate the
          agreement prior to the expiration of the term hereof. If any party
          terminates the agreement without the approval from the other parties,
          the said party shall be held liable for compensation in compliance
          with the provisions hereunder.

     10.3 Notwithstanding the foregoing provisions, JGXC's board of directors
          may pass a resolution by vote and give written notice to the other
          parties in order to terminate the agreement.

11.  LIABILITIES FOR BREACH

     11.1 In the event one party breaches any of the contractual obligations
          hereunder or any representation and warranty and causes any direct
          losses or foreseeable indirect losses to the other party, the
          breaching party shall make full compensation or indemnity for the
          losses sustained by the other party. The said other party shall have
          the right to make deductions or withholdings from any amount owing to
          the breaching party.

     11.2 If one party breaches the agreement and causes losses to the other
          party, the said other party shall take appropriate measures to prevent
          the losses from increasing, otherwise, the said other party shall be
          held responsible for the increase of the loss; on the other hand, the
          breaching party shall be responsible for the reasonable expenses
          incurred by the said other party for preventing the loss from
          increasing.

     11.3 The parties fully understand and agree that the covenants hereunder
          constitute important components of the cooperation agreements,
          violation of which may result in a fundamental breach of the
          cooperation


                                                                              15

<PAGE>

          agreements and the loss caused by one party's breach hereof to the
          other party may exceed and substantially surpass the considerations
          covenanted herein. The parties acknowledge that all the provisions
          herein, including but not limited to Section 11 hereof on breaching
          party's obligations, result from fair and sufficient consultation
          among the parties, who irrevocably agree that the breaching party
          shall, under no circumstances, present any claim or plea for reducing
          the obligation of the breaching party on the ground that it is grossly
          unconscionable or that the indemnity exceeds the consideration of the
          contract.

     11.4 If EOPO wishes to terminate the agreement prior to the expiry date,
          EOPO shall compensate JGXC for all the resulting losses, including but
          not limited to any direct loss, indirect loss, loss of JGXC's
          anticipated profit during the term hereof assuming the agreement is
          not terminated (annual profit shall be based on JGXC's actual
          operating revenue and reasonable projection of growth rate), as well
          as all direct or indirect losses resulting or potentially resulting
          from obligatory compensations to third parties.

     11.5 With the approval of its board of directors, JGXC may give written
          notice to the other parties to terminate the agreement and hold EOPO
          liable for breaching of contract under Section 11.4 hereof if any of
          the following situations implicating EOPO occurs:

               11.5.1 EOPO violates the provisions under Section 2 hereof,
                    including but not limited to transferring to others or
                    permitting others to operate all or part of the advertising
                    agency of Economic Observer, or refusing to place
                    advertisement without a valid reason, or committing material
                    errors of omitting, misplacing advertisement, or causing, in
                    any other manner, material adverse effect on the advertising
                    business of Economic Observer, or causing the loss of all or
                    part of the exclusive advertising agency of Economic
                    Observer, and after receiving the written notice from JGXC
                    demanding remedy, EOPO failing to remedy the situation
                    within a reasonable time frame in compliance with JGXC's
                    demand;

               11.5.2 EOPO violates the provisions under Section 3 hereof,
                    causing the transfer of intellectual property hereunder to
                    completely or partially fall through, or preventing the
                    transfer of any or all material intellectual property, or
                    causing material impairment to JGXC's rights and benefits
                    deriving from the said intellectual property, and after
                    receiving the written notice from JGXC demanding remedy,
                    EOPO failing to remedy the situation within a reasonable
                    time frame in compliance with JGXC's demand;

               11.5.3 EOPO violates the provisions under Section 4 or 5 hereof,
                    causing complete or partial failure of service objectives
                    for distribution


                                                                              16

<PAGE>

                    consulting and printing management, and after receiving the
                    written notice from JGXC demanding remedy, EOPO failing to
                    remedy the situation within a reasonable time frame in
                    compliance with JGXC's demand; or

     11.6 EOPO, Sanlian Group and Newspaper Co. are liable jointly and severally
          for their respective obligations and undertakings hereunder.

12.  TERM OF THE AGREEMENT AND RENEWAL UPON EXPIRATION

     12.1 The Agreement comes into force on the date of establishment and
          thereby replaces "Business Cooperation Agreement" executed by the
          parties on May 10, 2006 and "Supplementary Agreement to 'Business
          Cooperation Agreement'" executed on June 10, 2006; the agreement shall
          have a term of fifty (50) years commencing from the date of execution.

     12.2 Upon expiry of the term hereof, the agreement automatically renews
          itself without the parties incurring any additional expenses for the
          renewal.

13.  PAYMENT OF TAXES

     13.1 The parties shall pay taxes and fees in accordance with Chinese law
          and applicable tax regulations then in effect, of which, EOPO shall
          pay taxes during the process of and associated with the issuance of
          advertisement while JGXC shall pay taxes during the process of and
          associated with advertising agency.

14.  RESOLUTION OF DISPUTE

     14.1 Any disputes arising out of or in connection with the agreement shall
          be resolved through consultation among the parties as a first resort;
          in the event the dispute resolution through consultation proves
          unsuccessful, the parties shall then refer the dispute to China
          International Economic and Trade Arbitration Commission and submit
          themselves to the arbitration rules of the said Commission in effect
          at the time of application for arbitration; the judgment of the
          arbitration tribunal shall be final and binding on the parties hereto.

     14.2 During the process of dispute resolution, except for the matters in
          dispute, the parties shall continue and abide by the other provisions
          hereof and fulfill their other obligations hereunder.


                                                                              17

<PAGE>

15.  GOVERNING LAW AND JURISDICTION

     15.1 The agreement shall be governed by and construed in accordance with
          the laws of the People's Republic of China.

16.  WAIVER AND TRANSFER

     16.1 Any party's waiver at any time of any entitlement under any provision
          hereof does not affect the said party's subsequent entitlement under
          the said provision or its entitlement under any other provisions
          hereof.

     16.2 Any party shall not transfer any of its rights and/or obligations
          hereunder to any non-party hereto without the written consent by the
          other parties.

17.  MISCELLANEOUS

     17.1 Matters requiring hereunder the written consent by JGXC or any waiver
          by JGXC of a right hereunder shall be approved of only through a vote
          by the board of directors of JGXC, unless the board of directors of
          JGXC passes a resolution to the contrary.

     17.2 The section headings herein are for convenience only and shall not
          affect the construction hereof.

     17.3 If any term or provision herein is declared by any applicable law to
          be illegal or unenforceable, the said provision shall be deemed
          deleted from the agreement and null whilst the agreement remains valid
          and shall be deemed no to contain the said provision in its original
          composition. The parties shall, through consultation, replace the
          provision that is deemed depleted with one that is acceptable and
          satisfactory to the parties, legal and valid.

     17.4 The time, date and deadline provided hereunder are of the essence
          hereof, any violation of the time, date or deadline provided hereunder
          shall be deemed a breach of contract.

     17.5 All expenses incurred to cause the agreement to come into force
          legally, including but not limited to fees for notary public services,
          stamping and registration, shall be borne by the related parties in
          accordance with Chinese law or by the party incurring the expense.

     17.6 The appendices hereto constitute an integral part hereof and shall be
          of equal validity as the agreement proper.


                                                                              18

<PAGE>

     17.7 The agreement is composed of four counterparts, the parties each
          holding one counterpart, all of which having equal legal force.

                           [Signature page to follow]


                                                                              19

<PAGE>

Signature page for "Business Cooperation Agreement"

Economic Observer Press Office
[Company chop of Economic Observer
Press Office]


Authorized representative: /s/
                           ----------------------------------------


Shandong Sanlian (Group) Co., Ltd.
[Company chop of Shandong Sanlian
(Group) Co., Ltd.]


Authorized representative: /s/
                           ----------------------------------------


Shandong Economic Observing Newspaper
Co., Ltd. [Company chop of Shandong
Economic Observing Newspaper Co.,
Ltd.]


Authorized representative:
                           ----------------------------------------


Beijing Jingguan Xincheng Advertising
Co., Ltd. [Company chop of Beijing
Jingguan Xincheng Advertising Co.,
Ltd.]


Authorized representative: /s/
                           ----------------------------------------


                                                                              20

<PAGE>

                    APPENDIX 1 REPRESENTATIONS AND WARRANTIES

EOPO and Newspaper Co. (collectively the "Representing Parties"), on the date of
execution hereof, jointly and severally represent and warrant the following:

1    General representation and warranty

     1.1  The Representing Parties are legal persons of a subsisting and
          reputable business institution or corporation established under
          Chinese law;

     1.2  The Representing Parties possess all the power, authorization and
          approval (from government or other entities) necessary to execute and
          fully perform the agreement and fulfill the obligations under each
          related agreement executed in accordance with the agreement;

     1.3  The Representing Parties have taken all necessary measures such that
          they have full legal power to enter into the agreement; the
          representatives executing the agreement on behalf of the Representing
          Parties have obtained full authorization necessary for executing the
          agreement, therefore by the power of the letter of authorization or by
          reason of the representatives as employees of the Representing
          Parties, the agreement they executed shall be binding on the
          Representing Parties.

     1.4  Execution and performance hereof shall not contravene any Chinese law,
          government decree or court judgment or cause the Representing Parties
          to breach any contract with a third party;

     1.5  With respect to the subject hereof, the Representing Parties are not
          implicated in any pending law suit, arbitration, or judicial,
          administrative or other procedures or government investigation, or
          threat of any of the preceding that the Representing Parties are aware
          of in their best faith;

     1.6  All the documents, data, information and undertakings provided by the
          Representing Parties to the other parties are true, accurate and
          complete without omission or being misleading.

2.   Regarding the agreement

     2.1  The appendices hereto have already made a full and complete disclosure
          of all the contracts, agreements or arrangements that EOPO and
          Newspaper Co. have entered regarding advertising, intellectual
          property, distribution, printing and related businesses or affairs, or
          that may affect JGXC's rights hereunder, or that may rival or
          contradict the agreement;

     2.2  The contracts or agreements disclosed in the appendices hereto are
          legal and valid, and, to the best knowledge of EOPO and Newspaper Co.,
          no circumstances exist that may affect the full performance of the
          said


                                                                              21

<PAGE>

          contracts or agreements, or cause any parties thereto to breach the
          contract or demand compensation or file other claims.

3.   Regarding intellectual property

     3.1  Disclosure: The Appendix 2 hereto has made, without omission, a full
          and complete disclosure of the intellectual property inventory, the
          particulars of which include:

          (i)  All intellectual properties under the category of privately owned
               intellectual property that have been or are in the process of
               being registered, including but not limited to patent, domain
               name, trademark, business name, service logo, copyright, and
               applications for any of the preceding;

          (ii) Substantial approval and renewal of approval of privately owned
               intellectual property to third parties;

          (iii) Approval of intellectual property and any renewal of approval
               received of the said intellectual property;

          (iv) Other than those provided herein, any substantial obligations of
               exclusiveness and non-competition that are binding on EOPO, as
               well as any reservation placed by a third party on intellectual
               property.

     3.2 Overview

          3.2.1 All the intellectual properties are legally owned by EOPO as the
               beneficial owner, or are authorized by the title owner who
               consents to its legal use by the authorized; EOPO possesses full
               legal titles and associated rights to the said intellectual
               properties, free from any legal encumbrance for its performance
               hereof;

          3.2.2 Up until the date of execution hereof, EOPO is in possession of
               no intellectual property, undisclosed to JGXC, that has already
               been registered with the applicable government agency or other
               registration authority, or that an application for registration
               thereof has already been submitted.

          3.2.3 Other than the domain name disclosed in Appendix 2 hereto, EOPO
               is in possession or direct or indirect control of no other
               domain.

          3.2.4 Up until the date of execution hereof, EOPO does not own any
               trademark, nor has it filed any undisclosed application for the
               registration of any trademark.

          3.2.5 EOPO has already filed an application with the Trademark Bureau
               of the State Administration of Industry and Commerce to register
               a trademark disclosed in Appendix 2 hereto, and, to the best
               knowledge of EOPO, there is no substantial encumbrance in
               existence to prevent EOPO from obtaining the registration
               thereof.


                                                                              22

<PAGE>

     3.3  License

          3.3.1 Other than those disclosed in Appendix 2 hereto, no third party
               has been licensed by EOPO for the use of any intellectual
               property.

     3.4  No infringement by EOPO

          3.4.1 EOPO did not infringe, is not infringing and will not infringe
               upon the intellectual property of any third party.

          3.4.2 No third party has ever filed any claims declaring that EOPO
               infringed, is infringing or may infringe upon the intellectual
               property of any third party, or disputing the intellectual
               property owned or used by EOPO. To the best knowledge of EOPO, no
               circumstances exist that may give rise to the above-referenced
               claims or disputes.

     3.5  No infringement by third parties

          3.5.1 To the best knowledge of EOPO, no third party infringed, is
               infringing or may infringe upon the intellectual property owned
               or used by EOPO

          3.5.2 EOPO has never filed any claims declaring that a third party
               infringed, is infringing or may infringe upon the intellectual
               property owned or used by EOPO, or disputing the intellectual
               property owned or used by a third party. To the best knowledge of
               EOPO, no circumstances exist that may give rise to the
               above-referenced claims or disputes.

          3.5.3 After the transfer, EOPO has not behaved in any manner, either
               through action or non-action, which may be detrimental to JGXC
               enforcing its rights to the intellectual properties owned or used
               by EOPO

     3.6  Restrictions on rights

          3.6.1 The intellectual properties owned or used by EOPO are not
               subject to any security interest, except for the restrictions set
               forth herein

          3.6.2 Other than the agreement, there is no agreement or arrangement
               that restrict EOPO's disclosure, use or transfer of intellectual
               property, or granting a third party any rights to the
               intellectual property.

     3.7  Loss of rights

          3.7.1 The intellectual property owned or used by EOPO will be lost or
               shall not be terminated as a result of the transfer or the
               performance hereof.

          3.7.2 EOPO has not behaved in any manner, either through action or
               non-action,, no situation has arisen or may arise, such that may
               cause the cancellation, enforced licensing, abolishing or
               amendment of any of the intellectual property, or may cause an


                                                                              23

<PAGE>

               pending application to be denied or unable to be registered as a
               valid intellectual property.


                                                                              24
<PAGE>

                   APPENDIX 2 LIST OF INTELLECTUAL PROPERTIES

1.   Self-owned intellectual properties

     (1)  Domain name: EOPO is in possession or direct or indirect control of no
          other domain other than the domain names disclosed listed below:



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 Press Office)
www.[Chinese Characters].net
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)  Regarding trademarks: EOPO does not own any trademark, nor has it
          filed any undisclosed application for the registration of any
          trademark other than the following registered trademark applications
          that have been submitted to the Trademark Bureau of the State
          Administration of Industry and Commerce:




                        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-



                                                                              25

<PAGE>


                                       
                                                  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 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,
[Chinese Characters]                              arts 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



                                                                              26

<PAGE>


                                       
                                                  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,
                                                  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



                                                                              27

<PAGE>


                                       
[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,
CHIP REAL ESTATE                                  arts 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



                                                                              28

<PAGE>


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

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

[Chinese Characters]    June 3, 2006         16   Different types of
The Most Respected      (Note: date               paper, paper board and
Companies of China      of application,           products, printed matter,
And graphics            not date of               stapling products, photos,
                        processing)               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]    June 3, 2006         41   Education, provision of
The Most Respected      (Note: date of            training, entertainment,
Companies of China      application, not          arts and sports activities
And graphics            date of
                        processing)


[Chinese Characters]    June 3, 2006         16   Different types of
                        (Note: date of



                                                                              29

<PAGE>


                                       
Marketing               application, not          paper, paper board and
And graphics            date of                   products, printed matter,
                        processing)               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
                                                  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,
And graphics            application, not          arts and sports activities
                        date of
                        processing)



                                                                              30
<PAGE>

     APPENDIX 3 LIST OF PRIOR AGREEMENTS WITH OTHER PARTIES TO BE CONTINUED

     This is a list of agreements mainly related to distribution and printing of
publications of Shandong Economic Observing Newspaper Co., Ltd. and Economic
Observer Press Office.


                                                                              31

<PAGE>

                       ATTACHMENT 1 LETTER OF CONFIRMATION

     Economic Observer Press Office ("EOPO") has designated Beijing Jingguan
Xincheng Advertising Co., Ltd. as Economic Observer's exclusive general
advertising agent. This is confirmed as follows:

1.   Beijing Jingguan Xincheng Advertising Co., Ltd. is officially designated by
     EOPO as the exclusive general agent ("General Agent") of Economic
     Observer's advertising business.

2.   The above-referenced Economic Observer include the currently named Economic
     Observer [Chinese Characters] and its successor or substitute
     under a new name or masthead, as well as other financial publications and
     any or all appendices, supplements, additional editions, derivative
     publications, whether in print or electronic format or in any other format
     or media that EOPO publishes from time to time.

3.   General Agent is empowered, in the capacity of agent, to enter into
     contracts related to the advertising business of Economic Observer.

4.   Advertising clients wishing to enter into any advertising contract with
     EOPO shall submit an application to General Agent; once the written consent
     of General Agent is obtained in advance, arrangements are then made for the
     execution thereof with the relevant departments of EOPO.

5.   This letter of confirmation comes into force on the date of execution and
     delivery for a term of fifty years; the said term shall be extended to the
     extent that the term of cooperation between EOPO and General Agent is
     extended or updated.

In witness of the preceding on this [__]day of [__________], 2006

                                        Economic Observer Press Office
                                        [Company chop of Economic Observer Press
                                        Office]


                                        Legal representative: /s/
                                                              ------------------


                                                                              32

<PAGE>

   ATTACHMENT 2 LETTER OF CONFIRMATION REGARDING THE TERMINATION OF AGREEMENTS

Economic Observer Press Office ("EOPO") and Shandong Economic Observing
Newspaper Co., Ltd. ("Newspaper Co.") entered this letter of confirmation on
[__________] in the presence of the authorized representative of Beijing
Jingguan Xincheng Advertising Co., Ltd..

1.   EOPO and Newspaper Co. hereby acknowledge that the contracts or agreements
     ("the prior agreements with other parties") listed in Section 3 hereof
     below were entered into on the dates indicated by the two parties. The
     parties have reached agreement through consultation to the termination, on
     the date of execution hereof, of the prior agreements with other parties,
     absolving the parties of any rights or obligations under the provisions of
     the prior agreements with other parties.

2.   EOPO and Newspaper Co. hereby agree: commencing on the date of execution
     hereof, the two parties each irrevocably and unconditionally abandon any
     claims for compensation under the prior agreements with other parties,
     shall not make subject the other party to any demands, request, pleas or
     claims under the prior agreements with other parties, or subject the other
     party to any demands, request, pleas or claims associated with the prior
     agreements with other parties, regardless of whether the subject matter of
     the said demands, request, pleas or claims arises before or after the
     execution hereof.

3.   The contracts and agreements to be terminated hereby include:



     Title                 Date of execution   Abstract                                     Amount (in RMB)
     -----                 -----------------   --------                                     ---------------
                                                                                
1.   "Agreement"           July 22, 2005       EOPO grants to Newspaper Co. Level 1         n/a
                                               agency for wholesale distribution,
                                               exclusive advertising agency and other
                                               non-editorial business agency for Economic
                                               Observer, whose range of operation is
                                               China(including Hong Kong and Taiwan) and
                                               other permissible regions

2.   "Agency Agreement     January 1, 2004     EOPO commissions the Beijing sales           EOPO makes an annual
     (business training                        subsidiary of Shandong Yuan Chuang           payment of RMB
     in branding and                           Newspaper Development Co., Ltd.              2,400,000.00 (two
     promotion                                 (predecessor of Newspaper Co.) to provide    million four hundred
     services)"                                all-year-round business training in sales    thousand RMB) to EOPO
                                               and branding

3.   "Agency Agreement     March 1, 2005       EOPO commissions the Beijing sales           EOPO makes an annual
                                               subsidiary of Shandong Yuan                  payment



                                                                              33

<PAGE>


                                                                                

     (business training                        Chuang Newspaper Development Co.,            of RMB 2,880,000.00
     in branding and                           Ltd.(predecessor of Newspaper Co.) to        (two million eight
     promotion                                 provide all-year- round business training    hundred and eithty
     services)"                                in sales and branding                        thousand RMB) to EOPO

4    "Agency Agreement     March 1, 2005       EOPO commissions the Beijing sales           EOPO makes an annual
     (news gathering                           subsidiary of Shandong Yuan Chuang           payment of RMB
     and editorial                             Newspaper Development Co.,                   2,160,000.00 (two
     business services)"                       Ltd.(predecessor of Newspaper Co.) to        million one hundred
                                               provide news gathering and editorial         and sixty thousand
                                               business services                            RMB) to EOPO

5    "Agency Agreement     March 1, 2005       EOPO commissions the Beijing sales           EOPO makes an annual
     (sales business                           subsidiary of Shandong Yuan Chuang           payment of RMB
     training services)"                       Newspaper Development Co.,                   4,520,000.00 (four
                                               Ltd.(predecessor of Newspaper Co.) to        million five hundred
                                               provide sales training services              and twenty thousand
                                                                                            RMB) to EOPO


                                        Economic Observer Press Office [Company
                                        chop of Economic Observer Press Office]


                                        Authorized representative: /s/
                                                                   -------------

                                        Shandong Economic Observing Newspaper
                                        Co., Ltd. [Company chop of Shandong
                                        Economic Observing Newspaper Co., Ltd.]


                                        Authorized representative:
                                                                   -------------


                                        Witness:

                                        Beijing Jingguan Xincheng Advertising
                                        Co., Ltd. [Company chop of Beijing
                                        Jingguan Xincheng Advertising Co., Ltd.]


                                        Authorized representative: /s/
                                                                   -------------


                                                                              34

<PAGE>

                                  ATTACHMENT 3

     LETTER OF CONFIRMATION REGARDING NEWSPAPER CO.'S TRANSFER OF CONTRACTS

     This letter of confirmation is concluded by Shandong Economic Observing
Newspaper Co., Ltd. (formerly known as Shandong Yuan Chuang Newspaper
Development Co., Ltd., "Newspaper Co.") and Beijing Jingguan Xincheng
Advertising Co., Ltd. ("JGXC") on [May 10, 2006].

1.   Newspaper Co. hereby warrants that the contracts and agreements that
     Newspaper Co. as a party executed with relevant parties ("prior agreements
     with other parties") listed in the appendix hereto are true, valid and
     complete without omissions or being materially misleading.

2.   Based upon consensus achieved through consultation between Newspaper Co.
     and EOPO, Newspaper Co. agrees to transfer the rights, benefits and revenue
     that it owns or obtains under prior agreements with other parties to JGXC,
     the latter hereby agrees to be the transferee of Newspaper Co.'s rights
     under prior agreements with other parties.

3.   Without any delay after the execution hereof, at the request of JGXC and in
     a manner satisfactory to JGXC, Newspaper Co. undertakes to give notice to
     the other parties to the prior agreements with other parties to the effect
     that Newspaper Co.'s rights or benefits have already been transferred to
     JGXC.

4.   Regardless of whether Newspaper Co. gives notice to the other parties to
     the prior agreements with other parties to the effect that Newspaper Co.'s
     rights or benefits have already been transferred to JGXC, commencing from
     the date of execution hereof, when any third party payment under prior
     agreements with other parties or any other benefits are received, Newspaper
     Co. shall, without any delay, give written notice to JGXC and, at the
     request of JGXC, transmit or transfer the said payment or benefits to JGXC.
     The board of directors of JGXC has the power to determine, based on its own
     needs and at its sole discretion, whether to permit Newspaper Co. to keep
     the said payment or benefits, and whether to make a corresponding deduction
     from or charge against any amount owed by JGXC to Newspaper Co.

5.   The appendix hereto lists the contracts and agreements to be transferred
     hereby:

                                        Shandong Economic Observing Newspaper
                                        Co., Ltd. [Company chop of Shandong
                                        Economic Observing Newspaper Co., Ltd.]


                                        Authorized representative: /s/
                                                                   -------------


                                        Beijing Jingguan Xincheng Advertising
                                        Co., Ltd. [Company chop of Beijing
                                        Jingguan Xincheng Advertising Co., Ltd.]


                                        Authorized representative: /s/
                                                                   -------------


                                                                              35

<PAGE>

     Exhibit to Letter of Confirmation Regarding Newspaper Co.'s Transfer of
                                    Contracts



                                                   Date of
No.       Title                 Party             execution          Term           Amount          Abstract
---  ---------------  -------------------------  ----------  -------------------  ----------  -------------------
                                                                            
1    Agency contract  Shang Tuo Zhi Yang         2006.1.4    2006.5.1-2009.4.30               Shang Tuo Co. as
                      International Advertising                                               agent for real
                      (Beijing) Co., Ltd.                                                     estate ads

2    Agency contract  Shang Tuo Zhi Yang         2006.1.4    2006-2008                        Concluding annual
                      International Advertising                                               confidentiality
                      (Beijing) Co., Ltd.                                                     agreement, excess
                                                                                              at 20% discount

3    Agency contract  Beijing Wu Zhou on-line    2006.1.4    2006.1.1-2007.12.31              Concluding annual
                      JGXC, Ltd.                                                              confidentiality
                                                                                              agreement

4    Cooperation      Jing Guan Paper(China)     2006.2.10   2006.7.31                        Concluding layout
     agreement        Investment Co., Ltd.                                                    agreement,
                                                                                              performance
                                                                                              uncompleted

5    Cooperation      Guangdong Provincial       2006.2.16   2006.1.1-2006.12.31  1,285,630   Concluding GPAC's
     agreement        Advertising Co., Ltd.                                                   bottom protection
                                                                                              placement
                                                                                              agreement, 720K
                                                                                              already placed

6    Cooperation      Guangzhou Shang Dao        2006.2.16   2006.1.1-2006.12.31              Concluding agency
     agreement        Advertising Co., Ltd.                                                   agreement for Hong
                                                                                              Ta Group and
                                                                                              discount, no
                                                                                              placement

7    Cooperation      Beijing Dian Tong Ad Co.,  2006.2.17                                    Concluding annual
     agreement        Ltd.                                                                    bottom protection
                                                                                              agreement and bonus
                                                                                              policy

8    Exchange and     New Continental (Beijing)  2006.2.27   2006.9               168,000     Concluding profit
     cooperation      Consulting Co., Ltd.                                                    allocation ratio
     agreement



                                                                              36

<PAGE>


                                                                            
9    Cooperation      Guangdong Provincial       2006.2.27   2006.1.1-2006.12.31              Concluding annual
     agreement        Advertising Co., Ltd.                                                   bottom protection
                                                                                              agreement and bonus
                                                                                              policy

10   Cooperation      Chuan Li                   2006.2.28   2006.1.1-2006.12.31              Concluding annual
     agreement                                                                                bottom protection
                                                                                              agreement and bonus
                                                                                              policy

11   Cooperation      Shang Tuo Zhi Yang,        2006.3.1    2006.3                           Assisting Shang Tuo
     agreement        Shenzhen Fan Lan                                                        to conclude real
                      Advertising                                                             estate alliance
                                                                                              agreement

12   Exchange and     Beijing Zhi Bo Hao Hai     2006.3.22                                    Space swap, 19 IBM
     cooperation      Advertising Media Co.,                                                  laptops,
     agreement        Ltd.                                                                    performance not
                                                                                              completed

13   Cooperation      China Ping An Insurance    2006.3.22   2006.12.31           700,000     Concluding
     agreement        Corporation                                                             cooperation
                                                                                              agreement and
                                                                                              discount

14   Exchange and     Yu Long Computer Telecom   2006.1.12   2006.3               321,784     Space swap, 25 CECT
     cooperation      Science & Technology                                                    laptops,
     agreement        (Shenzhen) Co., Ltd.                                                    performance not
                                                                                              completed

15   Cooperation      Beijing Ying Tong De Hong  2005.12.21  2005.11-2006.12.31   937,440     Concluding
     agreement        Advertising Co., Ltd.                                                   cooperation
                                                                                              agreement and
                                                                                              discount; already
                                                                                              back pedaled, ad
                                                                                              not fully used

16   Exchange and     Beijing Tian Di Fei Chi    2005.10.18  2006.9 month end     n/a         Performance not
     cooperation      Marketing Strategy Co.,                                                 completed
     agreement        Ltd.

17   Exchange and     Shanghai Advertising       2005.10.10  2006.2.28            261,320     Swap 1 Ya Jia Hua
     cooperation      Corporation                                                             car, performance
     agreement                                                                                uncompleted

18   Exchange and     Jing Asia International    2005.10.18  2006.4.16            n/a         Performance
     cooperation      Management (Beijing) Co.,                                               uncompleted
     agreement        Ltd.



                                                                              37

<PAGE>


                                                                            
19   Exchange and     Shenzhen Long Ying         2005.10.24  2006 year end        1,418,100   Performance
     cooperation      Advertising Co., Ltd.                                                   uncompleted
     agreement

20   Exchange and     Century Jun Ying Golf      2005.11.14  2006 year end        n/a         Performance
     cooperation      Sports Marketing Co., Ltd.                                              uncompleted
     agreement

21   Exchange and     Beijing Chuan Shi Shi      2005.8.15   2006 year end        271,600     Performance
     cooperation      Kong Advertising Co., Ltd.                                              uncompleted
     agreement

22   Exchange and     Beijing Hua Qi Digital     2005.12.12  2006 year end        198,454     Swap merchandise
     cooperation      Info Science & Technology                                               returned, space not
     agreement        Co., Ltd.                                                               fully used

23   Cooperation      Beijing Shan Shan          2005.12.12  2006 year end        Bottom      Performance
     agreement        Advertising Co., Ltd.                                       protection  uncompleted
                                                                                  grand
                                                                                  agreement

24   Exchange and     Beijing Chuan Shi Shi      2005.12.14  2006 year end        30,000      Swap merchandise
     cooperation      Kong Advertising Co., Ltd.                                              returned, space not
     agreement                                                                                fully used

25   Cooperation      Beijing Observer           2005.7.15   2006.12.31                       performance
     agreement        Advertising Corporation                                                 uncompleted

26   Golf             Beijing Xing Yu Zhi Ti     2005.7.15   2006.12.31                       Swap
     consulting       Development Co., Ltd.
     exchange
     agreement

27   Exchange and     Shenzhen Financial         2006.1.18   n/a                              The parties swap
     cooperation      Advertising Co., Ltd.                                                   ads in the
     agreement                                                                                newspaper
                                                                                              designated by the
                                                                                              other party



                                                                              38

<PAGE>

                                  ATTACHMENT 4

          LETTER OF CONFIRMATION REGARDING EOPO'S TRANSFER OF CONTRACTS

This letter of confirmation is concluded by Economic Observer Press Office
("EOPO") and Beijing Jingguan Xincheng Advertising Co., Ltd. ("JGXC") on
[____________].

1.   EOPO hereby warrants that the contracts and agreements that EOPO as a party
     executed with relevant parties ("prior agreements with other parties")
     listed in the appendix hereto are true, valid and complete without
     omissions or being materially misleading.

2.   Based upon consensus achieved through consultation between EOPO and JGXC,
     EOPO agrees to transfer the rights, benefits and revenue that it owns or
     obtains under prior agreements with other parties to JGXC, the latter
     hereby agrees to be the transferee of EOPO's rights under prior agreements
     with other parties.

3.   Without any delay after the execution hereof, at the request of JGXC and in
     a manner satisfactory to JGXC, EOPO undertakes to give notice to the other
     parties to the prior agreements with other parties to the effect that
     EOPO's rights or benefits have already been transferred to JGXC.

4.   Regardless of whether EOPO gives notice to the other parties to the prior
     agreements with other parties to the effect that EOPO's rights or benefits
     have already been transferred to JGXC, commencing from the date of
     execution hereof, when any third party payment under prior agreements with
     other parties or any other benefits are received, EOPO shall, without any
     delay, give written notice to JGXC and, at the request of JGXC, transmit or
     transfer the said payment or benefits to JGXC. The board of directors of
     JGXC has the power to determine, based on its own needs and at its sole
     discretion, whether to permit EOPO to keep the said payment or benefits,
     and whether to make a corresponding deduction from or charge against any
     amount owed by JGXC to EOPO.

5.   The appendix hereto lists the contracts and agreements to be transferred
     hereby:

Economic Observer Press Office [Company chop of Economic Observer Press Office]


Authorized representative: /s/
                           --------------------------------

Beijing Jingguan Xincheng Advertising Co., Ltd. [Company chop of Beijing
Jingguan Xincheng Advertising Co., Ltd.]


Authorized representative: /s/
                           --------------------------------


                                                                              39

<PAGE>

    Exhibit to Letter of Confirmation Regarding EOPO's Transfer of Contracts



                                                       Date of
No.   Title              Party                        execution       Term          Amount         Abstract
---   ----------------   -------------------------   ----------   -------------   ---------   -------------------
                                                                            
 1    Exchange and       Xia Xing Electronics        2006.1.9                        99,000   Space swap for Xia
      cooperation                                                                             Xing laptops,
      agreement                                                                               performance not
                                                                                              completed

 2    Cooperation        Baoding Ke Mei Trading      2006.1.8     2006.1 -                    Concluding ad
      agreement          Co., Ltd.                                2006.12.31                  placement agreement

 3    Exchange and       Huizhou TCL Computer        2005.4.28                                Space swap for TCL
      cooperation        Science & Technology Co.,                                            laptops,
      agreement          Ltd.                                                                 performance not
                                                                                              completed

 4    Exchange and       Jing Guan Paper (China)     2006.2.10    2006.7.31                   Concluding layout
      cooperation        Investment Co., Ltd.                                                 agreement,
      agreement                                                                               performance
                                                                                              uncompleted

 5    Cooperation        Shi Shi Yong Ye             2005.9.9     2005.9.1 -                  Concluding annual
      agreement          Advertising Co., Ltd.                    2006.9.1                    master agreement

 6    Cooperation        Guangzhou Chuang Mei        2005.9.18    2005.12.31        250,000   Concluding agency
      agreement          Advertising Co., Ltd.                                                & cooperation
                                                                                              agreement

 7    Exchange and       Ad Department of CCTV       2005.8.31    2006.5.31         800,000   Swap TV ad, 450K
      cooperation                                                                             remaining
      agreement

 8    Exchang and        Shanghai Ju Zhong           2005.9.6     1 year          1,000,000   Swap respective
      cooperation        Objective Media Co., Ltd.                                            media, 600K
      agreement                                                                               remaining

 9    Exchange and       Beijing Modern Business     2005.11.14   2006 year end      80,000
      cooperation        Newspaper
      agreement

10    Exchange and       Beijing Au Mei Di Ya        2005.12.16   2006 year end         n/a   Performance
      cooperation        Advertising Co., Ltd.                                                uncompleted
      agreement



                                                                              40

<PAGE>


                                                                            
11    Exchange and       Beijing Ya Li Jian          2005.12.12   2007 year end   2,400,000   Performance
      cooperation        Leisure Co., Ltd.                                                    uncompleted
      agreement

12    Periodicals ad     Haier                       2005.3.9     2005.12.31        400,000   400,000 of ads
      release                                                                                 already used up
      activities

13    Run Yao Clothing   Run Yao Clothing            2005.3.15    2006.3.15         128,730   Merchandise swap,
      Development Co.    Development Co. Ltd.                                                 10% discount
      Ltd. Agreement

14    Cooperation        Beijing Huan Yu Shen Hua    2005.3.25    2006.3.25         200,000   The other party
      agreement with     International Cultural                                               provides 200K golf
      Beijing Huan Yu    Media Co., Ltd.                                                      sports training
      Shen Hua                                                                                services
      International
      Cultural Media
      Co., Ltd.

15    Economic           Shenzhen Lang Qi Yacht      2005.5.31    2008.5.31         937,440   Swap, performance
      Observer and       Society                                                              uncompleted
      Lang Qi Yacht
      Society
      cooperation
      agreement

16    Economic           Beijing People's Art        2005.5.30    2006.5.30         413,100   Swap
      Observer and       Centre
      Beijing People's
      Art Centre
      cooperation
      agreement

17    Economic           Beijing Tian Zhu Country    2005.5.31    2005.12.31         80,000   Swap
      Observer and       Sports Club
      Beijing Tian Zhu
      Country Sports
      Club cooperation
      agreement

18    Print media        Ming Ji Storage (Shanghai
      advertising        Waigaoqiao Free
      agreement



                                                                              41

<PAGE>


                                                                            

                         Trade Zone) Co., Ltd.

19    Periodicals        Haier Group Commodities
      advertising        Promotion HQ, Qngdao
      release business   Haier Marketing
      agreement          Strategies Co., Ltd.

20    Business           Beijing Zhong Yong Heng
      undertaking        Accounting, LLP

21    Economic           Beijing Shang Tuo
      Observer real      Advertising Co., Ltd.,
      estate             Shenzhen Fan Lan
      advertising        Advertising Co., Ltd.
      agency agreement

22    Economic           Beijing HSBC Investment
      Observer and       Co., Ltd.
      Beijing HSBC
      Investment Co.,
      Ltd. agreement

23    Economic           Beijing Ping An Life        2005.7.4                       250,700   Swap
      Observer and       Insurance Co., Ltd.
      Beijing Ping An
      Life Insurance
      Co., Ltd.
      exchange
      agreement

26    Guangzhou Jia De   Guangzhou Jia De            2005.7.25                      581,232   Ad placement
      Properties Co.,    Properties Co., Ltd.
      Ltd. and
      Economic
      Observer
      advertising
      agreement

27    Cooperation        CCTV Golden Bridge          2005.7.29    2006.6.30         500,000   Resources swap
      agreement          International Advertising
                         Co., Ltd.

29    Shanghai GM Auto   Shanghai GM Auto Co., Ltd.  2005.7.22    2005.12.31                  Auto swap,
      Swap Agreement                                                                          performance not
                                                                                              completed



                                                                              42