EXHIBIT 10.3
OPERATING AGREEMENT
Date : February 28, 2006
Parties of the Agreement:
Party A: Guangzhou Titan Media Company Limited ("Titan Media")
Address: 00/X Xxxxxxxxx Xxxxxxxxxx, Xxxxxxxx, Xxxxx
Party B: Guangzhou Chuangrun Advertising Co. Ltd. ("GZ Chuangrun")
Address: 000 Xxxxxxxx Xx Xxx Xxxxx, XXXXX Xxxxxxxx, 00/X, Xxxxxxxxx, Xxxxx
Party C: China Media1 Corp. ("CMDA")
Address: 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx, XXX
Recital:
1. The legal owner of Titan Media is Xx. Xxxx Xxxxx. Titan Media has signed a
10 year agreement with Shenzhen Baoan International Airport for 12 large
size and 24 regular size scrolling advertising signs. The owner of GZ
Chuangrun is Xx. Xxxxxxxx Xxx. CMDA is a Nevada incorporated company
listed on the NASD OTCBB. Xx. Xxxxxxxx Xxx is its Chairman and Xx. Xxxxxx
Xxxxxx is its President.
2. In an agreement dated January 28, 2006, CMDA acquired the above mentioned
contract from Titan Media.
3. Titan Media and CMDA wishes to appoint GZ Chuangrun as exclusive agent for
the above mentioned advertising contract, and hereby agrees to the
following.
Hereby agrees as follows:
1. The Shenzhen Baoan International Airport agreement for 12 large size
advertising signage locations and 24 regular size advertising signage
locations stay under Titan Media, but all benefits revert back to CMDA. In
furtherance of the foregoing, for the term of the Shenzhen Baoan
International Airport agreement:
(a ) Titan Media hereby assigns and transfers to CMDA all revenues
generated from the operations relating to the agreement with the Shenzhen
Baoan International Airport for the 12 large size advertising signage
locations and 24 regular size advertising signage locations (the "Airport
Revenues").
(b) CMDA shall cause to be paid from the Airport Revenues all of the
operating expenses of GZ Chuangrun incurred relating to the agreement with
the Shenzhen Baoan International Airport for the 12 large size advertising
signage locations and 24 regular size advertising signage locations (the
"Airport Expenses"), including, but not limited to, trade accounts
payable, real property lease obligations, employee obligations, and taxes.
(c) CMDA shall use the Airport Revenues collected to pay the Airport
Expenses until the expiration of each of the Shenzhen Baoan International
Airport agreements.
2. CMDA will pay the following management fees to GZ Chuangrun as
compensation for GZ Chuangrun acting as agent for CMDA. The management fee
includes all daily operating expenses, but does not include project
deposits and upfront fees, US$100,000 per quarter starting from Quarter 2,
2006.
3. The above management fee is payable every quarter end.
4. The above management fee only includes the Shenzhen Baoan International
Airport for the 12 large size advertising signage locations and 24 regular
size advertising signage locations.
5. As the Chairman of the Board and largest shareholder of CMDA, Xx. Xxx
Hanxiong will do his utmost to protect CMDA's interest and act as guardian
of this agreement.
6. All other matters will be decided by the board of directors of all
parties.
This Agreement is signed this 28th day of February, 2006 and is effective
immediately.
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(Titan Media) (GZ Chuangrun)
(Xxxx Xxxxx, Legal Rep.) (Xxxxxxxx Xxx, Legal Rep.)
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(China Media1 Corp.)
(Xxxxxx Xxxxxx, President)
