THIS COOPERATION AGREEMENT (the "AGREEMENT"), is made as of this 5th day of June, 2006, by and
between Xinhua Finance Media Limited, a company established and existing under the laws of the Cayman Islands
("XFM"), and Small World Television,LLC, a company established and existing under the laws of Delaware ("SW").
XFM and SW are hereinafter collectively referred to as the "PARTIES" and individually as a "PARTY".
The Parties wish to cooperate for the production of Programs (as defined below), licensing of Distribution Rights (as
defined below) in relation to the Programs, and exploitation of other rights in relation to the Programs.
In consideration of the foregoing premises, and the representations, warranties, and mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto hereby agree as follows:
1.1. DEFINITIONS. Each of the following terms when used in this Agreement has the meaning ascribed to it in this
"Accounting Period" has the meaning ascribed in Section 5.3.
"Affiliate" means, in relation to any person, any other
person which, directly or indirectly, controls
or is controlled by or is under common control
with such person and for the purposes of this
definition "control" when used with respect to
any specified person means the power to direct
the management and policies of such person,
directly or indirectly, whether through the
ownership of voting securities, by contract or
otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the