Cooperative Business Operation Contract, dated August 17, 2009, by and among the Fifth Season General Merchandise Investment Management Co., Ltd., Haiming He Xiaodong Yang

Exhibit 10.10

Cooperative Business Operation Contract

Party A: Hangzhou The Fifth Season General Merchandise Investment Management Co., Ltd

Party B: He Haiming & Yang Xiaodong

General Information of the Project

• Party A would register a new company mainly in business scope of operating karaoke entertainment in Jiashan, Zhejiang Province.
• The new company registered by Party A shall be operated by Party A and Party B jointly.
• Party A shall provide a self-owned real estate at least 7000 sq.m as the place for business operation.
• The total investment of the project is RMB 5,000,000 Yuan temporarily. Party A would contribute RMB 3,500,000 Yuan, Party B would contribute RMB 1,500,000 Yuan, and other residual investment would be paid by Party A.
• The term of cooperative business operation is 5 years since the registered date of the company. The Parties shall sign a new cooperative business operation contract 1 month before the terminate date of the original contract when the cooperation would be extended by the Parties. Party B has the priority of cooperative business operation.

Arrangement on Share Distribute

• During the term of cooperative business operation, Party A holds 60% as the share proportion and Party B holds 40%.
• Any Party shall notice the other when the Party is going to transfer its share to a third one. The other Party has the priority of acquiring the transferred share under equal conditions. The share transaction would be invalid if the notice is not issued.

Rights & Obligations of Party A

• Party A shall offer the self-owned operation place no more than 7 days since the contract was signed.

• Party A is in charge of the planning and management of the investment for the incorporation, decoration and operation of the company.
• Party A is entitled to supervise Party B’s activities on incorporation, decoration and operation of the company.
• Party A shall assist Party B to handle the issues about the company’s business license, permission licenses and etc.

Rights & Obligations of Party B

• Party B is in charge of handle the issues about the company’s business license, permission licenses and etc.
• Party B is in charge of the formulation of the management establishment and in charge of the training and assessment of the staff,
• Party B is in charge of the formulation of the price structure and service examine strandard.
• Party B is in charge of the maintenance of the operation place, equipments and institutions, which could not be changed, altered or replaced by Party B without the written consent issued by Party A.
• Party B could not be engaged in any same or similar industries without the written consent issued by Party A.

Business Operation & Management Organ

• The new company would set up the establishment that the general manager would be in charge of the operation and management of the company. Party B would be on the position, and the term of a general manager would be 5 years. Party B is in charge of the new company’s oral operation and management to ensure the profit planning jointly made by Party A and Party B could be completed.

Profit Distribution

• All of the net profit gained during the early-time of the new company’s operation shall be used to return the Parties investment and the relevant interest. The annual interest is 12%.

Headlines of the articles omitted

• Finance & Accounting
• Liquidation of the new company
• Validity, Modification and Termination of Contract
• Force Majeure
• Dispute Settlement
• Miscellaneous

Party A: Tengzhou Xinxing Property Development Co., Ltd. 1st Branch
By: /seal/ Tengzhou Xinxing Property Development Co., Ltd. 1st Branch
Date: July 15, 2010

Party B: Tengzhou the Fifth Season Enterprise Management Co., Ltd.
By: /seal/ Tengzhou the Fifth Season Enterprise Management Co., Ltd.
Date: July 15, 2010

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