COOPERATION AGREEMENT

Description. The China B2B Site is currently intended to be the primary online, business-to-business trade bridge portal for both finding business opportunities in the People’s Republic of China and obtaining economic, political, cultural, social, and other information regarding the People’s Republic of China by foreign businesses, chambers of commerce, and governments interested in doing business in the People’s Republic of China or with Chinese businesses, in furtherance of attracting and facilitating foreign investment in the People’s Republic of China and assisting Chinese businesses to develop overseas markets. The parties acknowledge and agree that the details, nature, scope, and focus of the China B2B Site may change from time to time, as determined by CCC’s management team.

Editorial Control. The parties acknowledge that the content of the China B2B Site shall initially consist of primarily content provided by CDC as set forth in Paragraph 2.A. below; however, the layout, features, links, and all other aspects of the China B2B Site shall be determined by CCC, except as otherwise specifically stated herein. The editorial control of CDC Content (as defined below) shall be finally determined by CDC, except as on its website.

Ownership. All right, title, and interest in and to the China B2B Site, including, without limitation, the domain name, content displayed or archived on the China B2B Site (except for content provided by CDC for which a license is being granted pursuant to Section 2.E.), and all technical elements of the China B2B Site, shall be owned solely by CCC.

User Data. All user data collected through the China B2B Site shall be the exclusive property of CCC. Subject to applicable law and required privacy policies, CDC shall have full access to and the right to use such user data free of charge and CCC shall provide full cooperation and assistance to facilitate CDC’s use of such user data.

Delivery of Content. CDC shall endeavor to use its best efforts to deliver to CCC, in an electronic format designated by CCC, and in English and, if requested by CCC or where appropriate, in Chinese, the following categories of information (collectively, “CDC Content”):

Yellow Pages. “Yellow page” information listing as many Chinese businesses as possible, including, without limitation, business name, address, phone and fax numbers, e-mail address, map or driving directions, and if such company has a website, a link to such website. Such information shall be organized nationwide and by regions as designated by CCC, in alphabetical order, and by product categories, and will be provided in both English and Chinese.

Useful Information. Up-to-date information of all types that potential users of the China B2B Site might be interested in learning, including, without limitation, (i) regular overviews of the investment and economic climate in both Mainland China and Hong Kong, (ii) reports from the China Business/Investment Development Council, or the appropriately named equivalent government agency, (iii) news of the day relating to the Chinese Yuan, financial market, industry, legal/regulatory changes, tax, politics, and any other information that business may be interested in finding out, (iv) PRC Government’s official overviews and statistics on interest rates, tax incentives, monetary policy, funding opportunities, growth rates, economic projections, GDP, etc., (v) information on various governmental bodies and their roles and contact information, (vi) useful tips and guide (including expert analysis) on how to do business in China, by region (including Hong Kong), and with Chinese businesses (e.g., obtaining various governmental licenses and approvals, shipping information, and information on letters of credits and industrial zones), and (vii) other demographic, geographic, industry, commerce, market, financial, cultural, social, political, tax, legal, and regulatory information, including actual text of relevant laws, rules, regulations, ordinances, proclamations, and edicts. Without limiting the generality of the foregoing, the parties agree that CDC shall provide to CCC for use on the China B2B Site, at a minimum, all information currently provided on the BizChina portion of the CDC Site. In any event, as long as CDC provides all information currently provided on the BizChina portion of the CDC site and tries to provide all required CDC Content as required herein, CDC shall not be deemed to be in breach of its obligations in this Section 2A.

Other Information. Other information that CCC and CDC agree from time to time.

Schedule of Delivery. CDC will deliver the CDC Content as expeditiously as practicable, it being understood that the launch of the China B2B Site is currently scheduled to occur on August 31, 2004. Thereafter, CDC will deliver updated content to CCC, to ensure that the CDC Content is accurate and up-to-date. The parties acknowledge and agree that CDC’s timely provision of the CDC Content is of the essence of this Agreement and is critical to the success of the China B2B Site. CCC shall give CDC at least three months from the date hereof to collect the CDC Content prior to the launch of the China B2B Site.

BizChina. CDC shall place a prominent link to the China B2B Site on every page of the BizChina portion of the CDC Site.

Language. The China B2B Site will be primarily in English and secondarily in Chinese. CCC, however, shall have the right to translate the content into any other languages, at its sole discretion, and create different language versions of some or all of the content.

License. CDC hereby grants to CCC an irrevocable, fully paid-up, non-exclusive, right and license to use, and authorize its directly and indirectly 100% owned subsidiaries to use, without the right to further sub-license without the prior approval of CDC, the CDC Content for the term of this Agreement or its amendment, throughout the world, in and in connection with the China B2B Site, including in advertising, marketing, and promotional materials for the China B2B Site in all media, now known or hereafter developed. The foregoing license shall also include the right to use the “yellow page” information and other portions of the CDC Content in print materials and to create subsites within the China B2B Site.

Costs. All costs and expenses incurred by CDC in the performance of its obligations hereunder will be borne by CDC, unless otherwise agreed to in writing by CCC.

Advertising. The parties acknowledge that the China B2B Site may contain third-party advertising. CCC will have the exclusive right to sell all advertising (including yellow page listings and sponsorships) on the China B2B Site, and retain all revenues derived therefrom; however, CDC agrees to actively assist and otherwise cooperate with CCC in securing advertisers for the China B2B Site. For any business so generated by CDC, CDC shall be entitled to be compensated by receiving 20% of the gross revenues paid with respect to that business. In addition, CCC will have the right to offer potential advertisers placement of certain ads on both the China B2B Site and CDC Site, provided that such placement on the CDC Site will be limited to an amount of the advertising space to be mutually agreed to by CDC and CCC in good faith. For any business generated by CCC for the CDC site, CDC and CCC will share any fees for such advertising placement on the CDC Site as follows: CCC and CDC each shall receive 50% of the gross revenues paid with respect to that business.

Other Income. Without limiting CCC’s rights as set forth in Paragraph 3.A. above, CDC agrees that CCC shall have the exclusive right to retain all income derived from or in connection with the China B2B Site and the use of the CDC Content as contemplated hereunder.

CDC shall seek support for CCC and the China B2B Site from various PRC Government organizations, including national, provincial, and city governments, and will use its best efforts to (i) obtain permission from such government organizations to state on the China B2B Site and in the marketing and promotion materials for the same that the China B2B Site is published under the auspices of such government organizations, and (ii) cause such government organizations to place a link to the China B2B Site on each of their English language websites, and also allow link from the China B2B Site to such websites.

CDC represents and warrants that in connection with this project it has the full support of the relevant Chinese government authority in charge thereof.

CDC shall assist CCC in obtaining all necessary government approvals and licenses from the PRC government authorities in order for CCC to operate the China B2B Site. The parties acknowledge and agree that the support of the PRC government authorities for the China B2B Site is important to this Agreement.

CDC will actively promote, throughout the Term, the China B2B Site on the CDC site, in all newspapers and all other publications owned by CDNG, including, without limitation, China Daily, Shanghai-Star, and any online versions thereof, and radio, television and other media at least majority owned directly or indirectly by CDNG. Any online promotion (such as on the CDC site or any online version of CDNG publications) shall include, at a minimum, a direct link from the front page to the China B2B Site. The exact nature, placement, and timing of such promotions will be mutually determined by CCC and CDC; it being understood and agreed that as between CCC and CDC all costs associated with such advertising and promotions shall be borne solely by CDC.

CCC may use the name, logo, trademark, service mark, and other indicia of CDC and CDNG on the China B2B Site and in any advertising, marketing, and promotional material therefor and in CCC company materials, to indicate the China B2B Site’s and CCC’s affiliation with CDC and CDNG, subject to prior approval of the form of use.

CCC currently intends to organize promotional events in New York City and Paris to promote the launching of the China B2B Site, at its sole cost and expense. CDC agrees to use reasonable efforts to assist CCC and participate in such promotional events as requested by CCC. All out-of-pocket costs and expenses incurred by CDC in participating in such events shall be borne and reimbursed by CCC, subject to prior approval by CCC.

The term of this Agreement (“Term”) will commence upon the date hereof and will continue for twenty (20) years, subject to renewal upon mutual agreement of the parties.

In the event of breaches of any material provision of this Agreement, the non-breaching party shall have the right, after providing written notice of the breach to the breaching party and a period of not less than ninety (90) days to cure, to immediately terminate this Agreement.

All provisions herein that by their nature survive the termination of this Agreement shall remain in full force and effect after termination of this Agreement.

CCC and CDC each represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, and neither the execution of, nor the performance of its respective obligations under, this Agreement will violate any other agreement to which it is a party.

CDC further represents and warrants that (i) it has the necessary right and authority to provide all CDC Content to CCC for use as contemplated hereunder and the use of the CDC Content (including any name, logo, trademark or service mark contained therein) as contemplated hereunder will not trigger any consent or payment obligations to any third party, nor will such use infringe or violate any third party right or any governmental laws or regulations, (ii) the CDC Content will be accurate and up to date, (iii) it will take all precautions to ensure that the CDC Content does not contain any virus, worm, trojan horse, or other harmful element, and (iv) it will use its best efforts to obtain all necessary approvals from the appropriate PRC government organizations in connection with the China B2B Site.

Except as specifically set forth herein, neither party makes any warranty, express or implied, with respect to any matter, and expressly disclaims the warranties or conditions of non-infringement, merchantability, and fitness for any particular purpose.

CDC represents and warrants that, contemporaneously with the execution and delivery of this Agreement, CDNG is executing and delivering to CCC an authorized letter of CDNG by which CDNG irrevocably confirms that CDC has the exclusive and perpetual right to online information and business.

The parties mutually represent and warrant that CCC is not, under this Agreement or otherwise by virtue of its relationship with CDC and its affiliates, engaging or agreeing to engage in any activities on behalf of or in furtherance of the interests of the PRC, except if at all, only as and to the extent of private and nonpolitical activities in furtherance of bona fide trade or commerce.