Sample Business Contracts


Content License Agreement - ChinaPlus (Beijing) Co. Ltd. and Beijing Lei Tin Wan Jun Network Technology Ltd.


[Translation of Chinese original]

                            Content License Agreement

                                                              Ref No.: LTWJ-1588

Party A: ChinaPlus (Beijing) Company Limited (hereinafter referred to as "Party
A")
Legal representative: Yao Songyi
Company address: Room 1-6, 9/th/ Floor, Block 3, Oriental Plaza West Tower
Office, No. 1, East Chang An Avenue, Dong Cheng District, Beijing
Company telephone no.: 86-10-65268800   Postal Code: 100738

Party B: Beijing Lei Ting Wan Jun Network Technology Limited (hereinafter
referred to as "Party B")
Legal representative: Wang Leilei
Company address: 8/th/ Floor, Office Tower W3, Oriental Plaza, No.1 East Chang
An Avenue, Dongcheng District, Beijing
Company telephone no.: 86-10-65283399   Postal Code: 100738

With the aim of pursuing joint development and to maximize each party's
strength, after cordial negotiations, the parties hereto agree on the following
terms in respect of licensing content, based on the concept of equality and
mutual benefit.

Clause 1  Licensing
1.   Party A shall license the following non-exclusive, legal and valid "content
     including SMS and MMS messages" to Party B to use in the People's Republic
     of China (excluding Taiwan, Hong Kong and Macau).
2.   Party A shall license to Party B to use, broadcast, exhibit and transmit
     the "content including SMS and MMS messages" through the Internet,
     "wireless telecommunications equipment" or other media, and permit users of
     Party B's website to download such content. Party B shall transmit such
     "content including SMS and MMS messages" to mobile telephone users
     according to their requests through a link between the server of Party B's
     website and the gateway of the mobile telecommunications operators, or by
     transmitting from the server of Party B's website and through a link
     between a third party's server as specified by Party B and the gateway of
     the mobile telecommunications operators of Party B's website.
3.   Subject to the provisions under this Agreement, Party B shall not provide
     to any third party the "content including SMS and MMS messages" for the use
     in any

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     profit-making commercial activities without the consent of Party A.
4.   For details of the content, please refer to Appendix 1.

Clause 2  Term
1.   This agreement shall be valid for 1 year commencing from the date of
     execution by both parties. Upon termination of this Agreement, Party B
     shall not continue to use the content in any form (including but not
     limited to SMS and WAP) or distribute the same to mobile terminal users.

Clause 3  Fees and Terms of Payment
1.   Basis of Calculation: the fees for the cooperative service shall be
     determined by both parties upon negotiation (expressed as RMB per message),
     and shall be collected by the mobile telecommunications operators from the
     users on behalf of Party B. The share allocation for the net profit, net of
     relevant expenses between both parties is set out in Appendix 1. The
     relevant fees for SMS services are as follows: China Mobile collects 15% of
     the content fees and charges a transmission fee of RMB0.08 per message;
     China Unicom collects 12% of the content fees and does not currently charge
     a transmission fee. The MMS fees are as follows: China Mobile collects 15%
     of the content fees and charges a transmission fee of RMB0.30 per message.
     Potential unsuccessful billing is factored in determining the SMS and MMS
     fees.
2.   Party A's revenue = (Total revenue - transmission fee - share of mobile
     telecommunications operators' content fees) * successful billing rate 58% *
     Party A's share ratio.
3.   Settlement Time - Party A and B shall settle payment every 3 months. Party
     B shall pay Party A the amount receivable by Party A by check within 15
     days from the end of each 3 months' period and Party A shall issue a formal
     receipt to Party B.
4.   After receiving invoices issued by China Mobile and China Unicom, Party B
     shall deliver an itemized invoice, separately prepared by Party B with
     reference to invoices issued by China Mobile and China Unicom, to Party A
     in respect of cooperation arrangements of both parties for Party A's
     verification. Where China Mobile and China Unicom are unable to provide
     itemized invoice, data from Party B shall prevail.
5.   Where China Mobile and China Unicom are unable to settle with Party B as
     scheduled and a delay in the settlement between Party A and B results
     therefrom, Party B shall not be deemed a defaulting party. Party A and B
     shall negotiate to settle the case.
6.   Where there is any change in the tariff charged by China Mobile and China
     Unicom, Party A and B shall negotiate a new sharing arrangement in written
     form in

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     accordance with the relevant requirements stipulated in "Monternet" of
     China Mobile or "UNI-Info" of China Unicom.

Clause 4  Duty and Obligation of Party B
1.   Party B shall provide featured SMS and MMS messages in the relevant
     channels of its websites and be responsible for providing network resources
     and technical support as necessary to provide the above-mentioned services
     and for the operation and routine maintenance of the cooperation
     arrangements. Party B is entitled to verify contents provided by Party A in
     respect of cooperation arrangements.
2.   Party B shall send data downloaded by subscribers to their handsets by
     mobile telecommunications. Where subscribers are unable to duly receive
     messages due to faults of China Mobile or China Unicom, no responsibility
     shall be borne by Party B whereas Party B shall be obliged to negotiate
     with China Mobile or China Unicom to settle the case as soon as possible.
3.   Party B shall use its resources to promote its services whenever possible
     during the cooperation period. Party A shall be informed of the details of
     promotional activities in advance.
4.   Party B shall provide monthly records of downloaded data to Party A and
     allow daily data inspection by Party A.
5.   Where there is any dispute regarding revenue sharing, Party B shall
     facilitate Party A to review the downloaded data.

Clause 5  Duty and Obligation of Party A
1.   Party A shall arrange its content in certain required formats and send them
     to Party B in the form of electronic bulletins.
2.   Party A shall provide Party B with the relevant material necessary for
     Party B's promotion on its websites.
3.   During the cooperation period, Party A authorizes Party B to name the
     cooperation arrangement as "Ha Han Feng".
4.   Party A shall occasionally provide Party B with the latest accumulated
     cooperation contents.

Clause 6  Technological Analysis Test
1.   Party A and B shall perform a technological analysis after the execution of
     this agreement. Meanwhile, Party B shall be responsible for reporting
     arrangements to China Mobile and China Unicom and negotiating the price.
     Fee billing for the cooperation arrangements shall not be effective until
     the reported items are duly approved (not later than 30 days after the
     execution of the agreement).

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2.   During the period for the technological analysis, where the cooperation
     between Party A and B becomes unfeasible due to technological grounds or
     the disapproval of China Mobile and China Unicom, neither Party A nor B
     shall be deemed a defaulting party.

Clause 7  Copyright Guarantee
Party A shall guarantee that it owns the copyright or other legal rights over
all the content it provides to Party B. Where the SMS and MMS content violates
the provisions of relevant law, rules and regulations of the People's Republic
of China or infringe legal rights of the others, Party A shall bear all the
responsibilities.

Clause 8  Confidentiality
With respect to unpublicized technological information and commercial secrets
obtained from the other party in the course of cooperation, Party A and B shall
keep the confidentiality. Party A and B shall not disclose the above information
to any third party/parties without written approval from the other party,
failing which the defaulting party shall bear all the responsibilities and be
liable to compensate the other party.

Clause 9  Force Majeure
Where the agreement failed to be performed due to force majeure ("force majeure"
refers to objective events unpredictable, unavoidable and unrecoverable by both
parties to the agreement, such as earthquake, typhoon, war, strike, governmental
act, fire due to reasons other than faults by both parties and
telecommunications factors, etc.), no responsibility shall be borne by both
parties and Part A and B shall negotiate to amend or waive the agreement.

Clause 10 Entirety and Separability
1.   This agreement is a complete result of the relevant issues discussed above
     and agreed upon by both parties, and hereby supercedes any other agreements
     reached by both parties in respect of the above issues reached prior to the
     execution of this agreement.
2.   Where any clause of this agreement becomes invalid or unenforceable, in
     whole or in part, due to reasons of any nature, or violates any applicable
     law, the said clause shall be deemed void. Nevertheless, other clauses of
     the agreement shall remain effective and have binding effect on both
     parties.

Clause 11 Effectiveness, Amendment and Early Termination
1.   This agreement shall become effective from the date on which it is executed
     by legal representatives or authorized representatives of both parties.
     Party A and B agree that

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     this agreement may be amended or terminated prematurely through negotiation
     in by written form.
2.   Where any of the following occurs, the other party shall be entitled to
     independently terminate the agreement by giving written notices:
     (a)  Either party is in default and is unable to remedy the defaulting act
          within 10 days after the issuance of written notices in accordance
          with this agreement by the observing party, or the defaulting party is
          unable to adopt sufficient, effective, prompt measures to remedy the
          outcome of the default and to compensate losses suffered by the
          observing party due to the act of the defaulting party;
     (b)  Either party becomes insolvent, or is in liquidation and the related
          procedures are not withdrawn within 14 days;
     (c)  Either party is unable to further observe the agreement due to force
          majeure.
3.   Early termination of the agreement shall not have any impact on the rights
     and obligations vested with both parties in accordance with the agreement
     prior to the early termination date of the agreement.

Clause 12 Settlement of Dispute
Where there is any dispute arising from the interpretation and observation of
the agreement, Party A and B agree to refer the case to Beijing Arbitration
Committee for its arbitration in accordance with prevailing arbitration rules of
the committee. The arbitration result shall be final and have binding force on
both parties.

Clause 13 Assignment of the Agreement
Either party shall not assign its rights and obligations under the agreement
without prior written consent from the other party to other party/parties except
for its 100% holding parent company or subsidiary.

Clause 14 Miscellaneous
1.   The appendices hereto are an inseparable and integral part to this
     Agreement and shall have the same legal effect with the main text of the
     Agreement. In a case of discrepancy between the appendices and this
     Agreement, the Agreement shall prevail. For any matters not covered in this
     Agreement, both parties may subsequently enter into a supplementary
     agreement which is deemed to be an integral part of this Agreement and also
     have the same legal effects. In case of discrepancy, the supplementary
     agreement subsequently entered into would prevail.
2.   To be valid, this Agreement shall be signed by legal or authorized
     representatives of both parties, together with the specific seals (or
     official seals) of the respective units

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     affixed.
3.   This Agreement shall be made in duplicate counterparts with the same legal
     effect. Each party shall hold one copy.

Party A: ChinaPlus (Beijing) Company    Party B: Beijing Lei Ting Wan Jun
Limited                                 Network Technology Limited

Seal: (chop affixed)                    Seal: (chop affixed)

Signature of the representative:        Signature of the representative:

Date: 2003.5                            Date: 2003.4.30


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Appendix 1: List of Cooperation Products

-------------------------------------------------------
                                          Party B's net
List of content items                     profit ratio
-------------------------------------------------------
Picture                                              --
-------------------------------------------------------
Special topic brand (black and white)                48%
-------------------------------------------------------
Special topic brand (grey scale)                     48%
-------------------------------------------------------
Special topic brand (color pictures)                 46%
-------------------------------------------------------
Special topic brand (animation)                      46%
-------------------------------------------------------
MMS messages                                         46%
-------------------------------------------------------

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                           Schedule to Exhibit 10.10

      Pursuant to Instruction 2 to Item 601 of Regulation S-K under the
Securities Act of 1933, as amended, the following is a schedule of documents
substantially identical in all material respects except as to the parties
thereto, the dates of execution, or other material details from the document
filed as Exhibit 10.10.

Exhibit 10.10 Filed

Agreement:   Content License Agreement
Date:        April 30, 2003
Party A:     ChinaPlus (Beijing) Company Limited
Party B:     Beijing Lei Tin Wan Jun Network Technology Limited
Scope:       Party B is entitled to 46% to 48%, depending on the type of content
             being sold, of the net profit per sale of such content.

Agreements Substantially Identical to Exhibit 10.10 and Omitted

Agreement:   Content License Agreement
Date:        August 6, 2003
Party A:     ChinaPlus (Beijing) Company Limited
Party B:     Shenzhen Freenet Information Technology Company Limited
Scope:       Party B is entitled to 40%, depending on the type of content being
             sold, of the net profit per sale of such content.

Agreement:   Content License Agreement
Date:        August 6, 2003
Party A:     ChinaPlus (Beijing) Company Limited
Party B:     Beijing GreaTom United Technology Company Limited
Scope:       Party B is entitled to 40%, depending on the type of content being
             sold, of the net profit per sale of such content.

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