DATED THE 23RD DAY OF JANUARY 2006
NEW CHINA MEDIA CO. LIMITED
BEIJING SHIJI GUANGNIAN ADVERTISING CO., LTD.
THIS AGREEMENT (the "AGREEMENT") is entered into as of this 23rd day of January, 2006
NEW CHINA MEDIA CO. LIMITED, a company incorporated under the laws of the PRC and having its
principal office located at Block 71, 17/F, No. 50 Hui Wen Lu, Shanghai, PRC (the "COMPANY")
BEIJING SHIJI GUANGNIAN ADVERTISING CO., LTD., a limited liability company incorporated under the
laws of the PRC and having its registered office at 8100, #18, Jianshe Road, Kaixuan Avenue, Liang Township,
Fangshan District, Beijing, PRC ("BSG")
A. BSG is engaged in the Business (defined hereinafter) and the Company has a team of personnel having
expertise in providing administrative and technical support and related services which is required by BSG.
B. BSG wishes to engage the Company to provide the Services (defined hereinafter) and the Company 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 s