0001144204-07-000277 Sample Contracts

Distribution Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

In order to clarify the respective rights, responsibilities and obligations of Party A and Party B in connection with the distribution of China Marketing and China Business & Trade, both parties agreed to enter into this agreement which is in accordance with the principle of mutual benefit and common development.

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Amendment to Operation and Management Right Agreement
Operation and Management Right Agreement • January 3rd, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

This agreement is entered into by and between parties listed as below in the conference room of Sales and Marketing Publishing House on January 08, 2004.

Outsourcing Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

In accordance with the Law of Contract in PRC, based on the mutual agreement of both parties, Party A authorizes Party B to print and produce the Sales edition of China Marketing magazine and China Business & Trade. The contract is subject to the following terms and conditions:

Outsourcing Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

In accordance with the Law of Contract in PRC, based on the mutual agreement of both parties, Party A authorizes Party B to print and produce the Case edition of China Marketing magazine. The contract is subject to the following terms and conditions:

Outsourcing Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

In accordance with the Law of Contract in PRC, based on the mutual agreement of both parties, Party A authorizes Party B to print and produce the Channel edition of China Marketing magazine and China Business & Trade magazine. The contract is subject to the following terms and conditions:

Agreement of Share Transfer
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Transferor: Sale and Marketing Publishing House, a publishing house that was established and is validly existing under the laws of PRC, (hereinafter “Party A”)

Agreement of Share Transfer
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Shenzhen Media Investment Co., Limited (the “Company”) was incorporated on October 22, 2003 in Shenzhen, PRC which is jointly owned by Party A, Party B, Party C and the “Sale and Marketing Publishing House”. As of May 24, 2005, the Company’s registered capital is RMB 36,000,000. Party A, Party B and Party C own the equity of the Company with 25.86%, 15.17% and 20.78%, respectively and would transfer their 25.86%, 15.17% and 20.78% of the Company to Party D. Party D accepted such share transfer. According to the “Company law of the PRC” and the “Contract law of the PRC”, all aforesaid parties reached consent on the matter of the share transfer and entered into the following agreement:

Distribution Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing • Shanghai

Huadao Consulting Co, Ltd. (“Party B”) is a corporation specialized in consultation and management of magazine publication and distribution. During the term of this agreement, if Party B intends to transfer all the rights and obligations under this agreement to other related party/parties, it must inform Party A in advance and receive written consent from Party A.

Distribution Agreement
Distribution Agreement • January 3rd, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

In order to clarify the respective rights, responsibilities and obligations of Party A and Party B in connection with the distribution of China Marketing and China Business & Trade, both parties agreed to enter into this agreement which is in accordance with the principle of mutual benefit and common development.

ENTRUST AGREEMENT
Entrust Agreement • January 3rd, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

This agreement was entered into and by both parties listed as below in the conference room of Shenzhen Media Investment Co., Ltd on November 20, 2004.

OPERATION AND MANAGEMENT RIGHT AGREEMENT
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Party A is a large-scale publishing house approved by the General Administration of Press and Publication and Henan Provincial Government.

Employment Contract
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Pursuant to the Labor Law of the People’s Republic of China and other applicable laws and regulations and upon consultation on the basis of equality and free will, China Marketing Media Holdings, Inc. (hereinafter “Party A”) and Ms. Yifang Fu (hereinafter “Party B”) hereby enter into this contract providing for Party A’s employment of Party B as the Chief Financing Officer.

Employment Contract
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Pursuant to the Labor Law of the People’s Republic of China and other applicable laws and regulations and upon consultation on the basis of equality and free will, Shenzhen Media Investment Co., Ltd. (hereinafter “Party A”) and Mr. Bin Li (hereinafter “Party B”) hereby enter into this contract providing for Party A’s employment of Party B as a contract-based executive-level manager.

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