COOPERATION AGREEMENT

(1)

Infoscience Holdings Limited, a company incorporated in Hong Kong whose registered office is at 4^th Floor, QPL Industrial Building, 126-140 Texaco Road, Tsuen Wan, New Territories, Hong Kong (the "Party A"); and

(2)

Infoscience Media Limited, a company incorporated in Hong Kong whose registered address is at 5^th Floor, QPL Industrial Building, 126-140 Texaco Road, Tsuen Wan, New Territories, Hong Kong (the "Party B").

(A)

Party A is engaging in the business of producing DVD+/-R Discs (the "Products") and pursuant to a licence agreement dated 1^st June, 2004 between Party A (as licensee) and the relevant intellectual property owner (the "Licence Agreement"), Party A has been duly given the licence and right by the intellectual property owner to produce the Products, and is also the holder of the “Licence for the Manufacture of Optical Disc/Stampers” issued by the Customs and Excise Department of Hong Kong (the "Manufacturing Licence") for manufacturing the Products..

(B)

Party B has the production facilities and labour that are capable of manufacturing the Products.

(C)

Both Parties have agreed that it would be in their common business interests to combine their respective resources referred to in recitals (A) and (B) above for the added benefit of both under the terms and conditions contained herein.

1.1

Each of Party A and Party B hereby declare that as at the date of this Agreement, it has under its management and control the respective resources as follows:

in respect of Party A,

(i)

it has under its management and control the plant and equipment located at 4^th& 5^th Floor, QPL Industrial Building, 126-140 Texaco Road, Tsuen Wan, New Territories, Hong Kong, as set out in Appendix I;

(ii)

a copy of each of the Licence Agreement and Manufacturing Licence both annexed hereto and marked as Appendix II and III, respectively, and each certified as true copy by a director of Party A; and

(b)

in respect of Party B, it has under its management and control the plant and equipment located at 4^th Floor, QPL Industrial Building, 126-140 Texaco Road, Tsuen Wan, New Territories, Hong Kong, as set out in Appendix IV;

1.2

Each of Parties A and B hereby agrees that during the period from 1^st January 2006 to 31^st December 2006 (the "Cooperation Period") to combine operationally their production facilties as respectively set out in Clause 1.1 (the "Combined Facilities") for the benefit of both under the following terms and conditions:

(a)

each Party shall primarily be responsible for supervising and overseeing the production activities of the production facilities under its management and control as referred to in Clause 1.1;

(b)

it is acknowledged by both Parties that the scale of production and the strength of productivity of Party B is comparatively not as strong as those of Party A, and in consideration of Party A agreeing to combine its production facilities with Party B's pursuant hereto, Party B therefore agrees that in addition to combining production facilities, it shall also arrange to provide directly from its own resources stand-by credit facilities, or indirectly from any third party, to Party A, and such third party include but not limited to any licensed bank(s) in Hong Kong, in the aggregate amount of not more than HK$30,000,000 ( Hong Kong Dollars Thirty Million Only);

(c)

as regards direct costs of production, save for rent and public utilities, being used in the Combined Facilities during the Cooperation Period:

(i)

Party A shall be solely responsible for duly paying all licensee fees to the intellectual property rights owner in connection with producing the Products and making all other payments to the relevant third parties which Party A is liable and that Party B shall not be held responsible or liable whatsoever for paying any third parties or any liabilities arising therefrom; and

(ii)

Party B shall be solely responsible for all the recurrent costs and expenses incurred therein; and

(d)

the legal title and full beneficial ownership of the first Five Million (*5,000,000*) units of the Products produced by the Combined Facilities within each whole month during the Cooperation Period (the “Minimum Quantity”) shall belong to Party B and in this connection, Party B shall have the right:

(i)

to sell the Minimum Quantity to third party buyers at the prevailing market price; and/or

(ii)

to sell the Minimum Quantity to Party A at the prevailing market price and/or at a favourable price and terms as agreed between both Parties,

(e)

the legal title and full beneficial ownership of the all units in excess of the Minimum Quantity of the Products produced by the Combined Facilities within each whole month during the Cooperation Period shall belong to Party A.

1.3

This Agreement shall terminate upon the happening of the following events, whichever is the earliest:

(a)

automatically upon expiration of the Cooperation Period (unless extended as mutually agreed);

upon mutual agreement in writing; and

(c)

there is any material breach of its obligations in this Agreement by any one Party and who fails to remedy such breach within the reasonable period designated in writing by the innocent Party, upon giving notice to the breaching Party by the innocent Party.

Each Party hereby represents, warrants and undertakes to the other as follows, and acknowledges that such other Party is entering into this Agreement on the basis of, and in reliance on, such representations, warranties and undertakings:

(a)

it has the power and authority to enter into and perform its obligations pursuant to this Agreement;

(c)

neither this Agreement nor its performance hereunder requires any licence, consent or other approval which has not already been obtained; and

(d)

that this Agreement constitutes valid, legal and binding obligations upon, and enforceable against, it, in accordance with its terms.

3.1

Parties shall not assign, transfer, charge and/or deal in any other manner with this Agreement or any of its rights arising hereunder or purport so to do, or sub-contract any or all of its obligations under this Agreement, without the prior written consent of the other party.

3.2

The invalidity, illegality or unenforceability of any provision herein shall not affect the other provisions and this Agreement shall be given effect as if the invalid, illegal or unenforceable provision had been deleted and replaced with a provision with a similar economic effect to that intended by the Parties.

3.3

This Agreement sets out the entire agreement and understanding between the Parties relating to the subject matter hereof and shall not be altered or supplemented except by a written instrument signed by the Parties.

3.4

This Agreement shall supersede all and any previous agreements, or arrangements, between the Parties relating to the subject matter hereof and all or any such previous agreements or arrangements shall cease and determine with effect from the date hereof.

No variation of this Agreement shall be effective unless it is made in writing, refers specifically to this Agreement and is signed by the Parties.

3.6

Each Party hereby undertakes to the other Party that it will do all such acts and things and execute all such agreements and documents as may be necessary or desirable to carry into, or give legal effect, to the provisions of this Agreement.

Time shall be the essence in respect of the obligations of the Parties set out herein.