DATED AS OF THE DAY OF NOVEMBER 1, 2006
JIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD.
SHANGHAI CAMERA MEDIA INVESTMENT CO., LTD.
THIS AGREEMENT (the "AGREEMENT") is entered into as of this 1st day of November, 2006
JIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD., a company incorporated under the laws of
the PRC with a registered address of Room 240, No. 227 Yue Shan Road, Pudong New District, Shanghai,
PRC ("JIA LUO")
SHANGHAI CAMERA MEDIA INVESTMENT CO., LTD., a company incorporated under the laws of the
PRC with a registered address of 3B10, No. 168 Tianshan Zhi Road, Changning District, Shanghai, PRC
A. SCM is engaged in the Business (defined hereinafter) and Jia Luo has a team of personnel having expertise in
media related businesses and advertising which is required by SCM.
B. SCM wishes to engage Jia Luo to provide the Services (defined hereinafter) and Jia Luo agrees to provide the
Services in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth hereinafter and for other
good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1 DEFINITIONS AND INTERPRETATIONS.
1.1 In this Agreement, unless the context requires otherwise:
(a) words importing the singular shall include the plural and vice versa and words importing a gender include
(b) words denoting persons shall include bodies corporate or unincorporate, firms, partnerships, joint ventures,
associations of persons, government departments or agencies, organisations or trusts (whether or not having a
separate legal personality);
(c) references to "party" or "parties" in this Agreement are to a party or to the parties to this Agreement;
(d) references to a party to this Agreement shall include its successors and