Letter of Intent Shandong Radio & Broadcasting Newspaper Goup and Jinan Zhong Kuan Dian Guang Information Technology Co. Ltd. December 2007 LETTER OF INTENT

1.1

Subject to the completion of a satisfactory due diligence within the scope proposed by Party B in accordance with paragraph 2 of this LOI, Party B shall contribute RMB 30,000,000. Party A shall contribute assets, valued at RMB 30,000,000, that are related to business of Shandong Radio & Broadcasting Newspaper Group (Including TV Weekly Magazine, Movie Times Magazine, and Shandong Radio & Broadcasting Newspaper). The Parties seek to jointly incorporate a company that shall be named, on a temporary basis, Shandong TV Guide Mediao Group Co. Ltd. (New Company), and located in Jinan, in which Party A and Party B shall hold, respectively, 50% and 50% of the equity interest therein. The business scope of the New Company shall include, without limitation, the technical consulting service, information consulting service, TV program production, advertising design, advertising agency services; and other business operations which are approved by the Parties.

1.2

When the New Company is incorporated, Party A shall enter into Exclusive Operating Service Agreement (Exclusive Service Agreement) and Exclusive Advertising Agency Agreement (Exclusive Advertising Agreement) with the New Company. The terms set forth in the Exclusive Service Agreement and the format of such agreements shall be to the complete satisfaction of party B. In accordance with these agreements, Party A shall accept the exclusive consultation services related to all newspaper and magazine publishing business and grant the exclusive advertising agency rights to the New Company. (The incorporation of the New Company, the signing of “Exclusive Service Agreement” and “Exclusive Agency Agreement” are collectively named “Transaction”).

4.1

the completion of a full financial and legal due diligence of Party A and its related companies and entities by Party B’s advisors with Party A’s assistance as set forth in paragraph 2 above, and the result of such due diligence is satisfactory to Party B in all material aspects;

4.2

the Parties having entered into the Definitive Agreements listed in paragraph 3 above and having performed their obligations thereunder;

4.3

the restructuring plan having been implemented and completed; and

4.4

all necessary consents and/or approvals being granted by third parties (including governmental authorities) and all subsequent registrations and administrative filings being completed.

8.1

The Parties agree to negotiate in good faith to sign the Definitive Agreements and any other documents required for the closing of the Transaction within 30 days after the execution of this LOI.

8.2

If the Transaction cannot be completed within 45 days hereof, all transactions for purposes of the Transaction will immediately cease except for the Parties’ confidentiality obligations specified in paragraph 7 hereof, and neither Party shall be liable to the other Party for any other obligations herein. The timeframe prescribed in this clause may be adjusted through mutual agreement between the Parties.

9.1

it will negotiate exclusively with Party B with respect to Party A's businesses contemplated in the Transaction (whether by merger, equity sale, asset sale or otherwise), an investment by any person in Party A, or any other transaction inconsistent with the Acquisition contemplated by this LOI, and immediately will terminate any existing negotiations with any other party with respect to any such transaction;

9.2

it will not and will cause its shareholders not to, directly or indirectly (through agents or otherwise), encourage or solicit any inquiries or accept any proposals by, or engage in any discussions or negotiations with or furnish any information to, any other person concerning any such sale or investment; and