Eagle River Mining Corp Sample Contracts

China Media1 Corp. – Xian Xianyang Airport Contract Summary (September 19th, 2006)

Xian Xianyang Airport Contract Summary Contracting Parties: Party A: Titan Media Company Limited Party B: Xian Xianyang International Airport Advertising Co. Ltd. Term: 8 Years (September 2006 to October 2014) Total Value: 4,395,050.80 RMB (Approx. US$ 549,000) Contract Ref: 2006-XA-X-016 Location: Number 2 Terminal Arrival Level 8 size 3.3 m x 2.8 m Light Boxes Departure Level 4 size 3.3 m x 2.8 m Light Boxes Exclusivity: Party A enjoys exclusive rights to outdoor LED scrolling light boxes at Number 2 Terminal Rent: 35,000 RMB (Approx. US$ 4,375) per sign per year Year 3 increase 8% Year 4 increase 10% Year 5 increase 12% Year 6 increase 15% Year 7 increase 15% Year 8 increase 18% Security Deposit: 84,000 RMB (Approx. US$ 10,500) Date First Signed:

China Media1 Corp. – OPERATING AGREEMENT (September 19th, 2006)

OPERATING AGREEMENT Date: September 8, 2006 Parties of the Agreement: Party A: Guangzhou Titan Media Company Limited ("Titan Media") Address: 12/F Aerospace Skyscraper, Shenzhen, China Party B: Guangzhou Chuangrun Advertising Co. Ltd. ("GZ Chuangrun") Address: 168 Jiangnan Da Dao Zhong, CNOOC Building, 12/F, Guangzhou, China Party C: China Media1 Corp. ("CMDA") Address: 142 - 757 West Hastings St., Suite 328, Vancouver, B.C. Canada V6C 1A1 Recital: 1. The legal owner of Titan Media is Mr. Jing Liang. Titan Media has signed an 8 year agreement with Xian Xianyang International Airport for 32 scrolling advertising signs. The owner of GZ Chuangrun is Mr. Hanxiong Cai. CMDA is a Nevada incorporated company listed on the NASD OTCBB. Mr. Hanxiong Cai is its Chairman and Mr. Ernest Cheung i

China Media1 Corp. – Chengdu International Airport Contract Summary (September 19th, 2006)

Chengdu International Airport Contract Summary Contracting Parties: Party A: Titan Media Company Limited Party B: Chengdu International Airport Advertising Co. Ltd. Term: 8 Years (June 2006 to May 2014) Total Value: 4,395,050.80 RMB (Approx. US$ 549,000) Contract Ref: 2006-XA-X-016 Location: New Terminal Arrival Level 24 size 2.5 m x 3 m Light Boxes Departure Level 8 size 1.8 m x 3 m Light Boxes Exclusivity: Party A enjoys exclusive rights to outdoor scrolling light boxes at New Terminal Rent: 55,000 RMB (Approx. US$ 6,875) per sign per year Year 3 increase 8% Year 4 increase 10% Year 5 increase 15% Year 6 increase 15% Year 7 increase 15% Year 8 increase 15% Security Deposit: 198,000 RMB (Approx. US$ 24,750) Date First Signed: June 1, 2006 Finalized a

China Media1 Corp. – OPERATING AGREEMENT (September 19th, 2006)

OPERATING AGREEMENT Date: September 8, 2006 Parties of the Agreement: Party A: Guangzhou Titan Media Company Limited ("Titan Media") Address: 12/F Aerospace Skyscraper, Shenzhen, China Party B: Guangzhou Chuangrun Advertising Co. Ltd. ("GZ Chuangrun") Address: 168 Jiangnan Da Dao Zhong, CNOOC Building, 12/F, Guangzhou, China Party C: China Media1 Corp. ("CMDA") Address: 142 - 757 West Hastings St., Suite 328, Vancouver, B.C. Canada V6C 1A1 Recital: 1. The legal owner of Titan Media is Mr. Jing Liang. Titan Media has signed an 8 year agreement with Chengdu International Airport for 32 scrolling advertising signs. The owner of GZ Chuangrun is Mr. Hanxiong Cai. CMDA is a Nevada incorporated company listed on the NASD OTCBB. Mr. Hanxiong Cai is its Chairman and Mr. Ernest Cheung i

China Media1 Corp. – SUBSCRIPTION AGREEMENT (June 27th, 2006)

SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of June 19, 2006, by and among China Media1 Corp., a Nevada corporation (the "Company"), and the subscribers identified on the signature page hereto (each a "Subscriber" and collectively "Subscribers"). WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Subscribers, as provided herein, and the Subscribers, in the aggregate, shall purchase up to One Hundred Fifty Thousand Dollars ($150,000

China Media1 Corp. – CLASS A COMMON STOCK PURCHASE WARRANT (June 27th, 2006)

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA MEDIA1 CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 555,556 shares of Common Stock of China Media1 Corp. (subject to adjustment as provided herein) CLASS A COMMON STOCK PURCHASE WARRANT No. 2006-A-001 Issue Date: June __, 2006 CHINA MEDIA1 CORP., a corporation organized under the laws of the State of Washington (the "Company"), hereby certifies that, for value received, THE NUTMEG GROUP, 3366 Commercial, Northbrook, Illinois 60062, Fax: 847-291-7733 or

China Media1 Corp. – CONVERTIBLE PROMISSORY NOTE (June 27th, 2006)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA MEDIA1 CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. Principal Amount: $150,000.00 Issue Date: June 19, 2006 CONVERTIBLE PROMISSORY NOTE --------------------------- FOR VALUE RECEIVED, CHINA MEDIA1 CORP., a Nevada corporation (hereinafter called "Borrower"), hereby promises to pay to THE NUTMEG GROUP, 3366 Commercial, Northbrook, Illinois 60062, Fax: 847-291-7733, (the "Holder") or its registered assigns or su

China Media1 Corp. – OPERATING AGREEMENT (March 23rd, 2006)

EXHIBIT 10.3 OPERATING AGREEMENT Date : February 28, 2006 Parties of the Agreement: Party A: Guangzhou Titan Media Company Limited ("Titan Media") Address: 12/F Aerospace Skyscraper, Shenzhen, China Party B: Guangzhou Chuangrun Advertising Co. Ltd. ("GZ Chuangrun") Address: 168 Jiangnan Da Dao Zhong, CNOOC Building, 12/F, Guangzhou, China Party C: China Media1 Corp. ("CMDA") Address: 2020 Main Street, Suite 500, Irvine, California, USA Recital: 1. The legal owner of Titan Media is Mr. Jing Liang. Titan Media has signed a 10 year agreement with Shenzhen Baoan International Airport for 12 large size and 24 regular size scrolling advertising signs. The owner of GZ Chuangrun is Mr. Hanxiong Cai. CMDA is a Nevada incorporated company listed on the NASD OTCBB. Mr. Hanxiong Cai is its Chairman and Mr. Ernest Cheung is its President. 2. In an agreement dated January 28, 2006, CMDA acq

China Media1 Corp. – Agreement (March 23rd, 2006)

EXHIBIT 10.2 Agreement CHINA MEDIA1 CORP. ("CMDA"), a Nevada, USA Corporation and GUANGZHOU TITAN MEDIA CO. LTD. have reached an agreement concerning the "SHENZHEN BAOAN INTERNATIONAL AIRPORT ADVERTISING CONTRACT". The agreement is based on friendly discussions and mutual benefit, and is as follows: Section 1 - Definitions 1. "One Side" means CMDA or GUANGZHOU TITAN MEDIA CO. LTD. 2. "Both Sides" means CMDA and GUANGZHOU TITAN MEDIA CO. LTD. 3. "This Agreement" means this executed Agreement. Section 2 - Parties of the Agreement 1. CHINA MEDIA1 CORP. (hereafter "Party A"), a company incorporated under the laws of the State of Nevada with trading on the NASD OTCBB under symbol "CMDA". Address: 141-757 West Hastings St., Suite 328 Vancouver, B.C. Canada V6C 1A1 Leg

China Media1 Corp. – Press Release Source: China Media1 Corp. (December 15th, 2005)

IRVINE, Calif.--(BUSINESS WIRE)--Dec. 5, 2005--China Media1 Corp. (OTCBB:CMDA - News), the owner and operator of premiere Chinese advertising media assets, including leading edge illuminated multiple scrolling poster displays, wishes to announce that it has received approximately US$ 2 million (16,000,000 RMB) advance payment from Chi Shang Ling Yue Advertising Company Ltd. This is another payment further to the 10% down payment of about US$625,000 (RMB 5,184,000) announced in July. In April 2005, the Company signed a 1-year advertising contract with Chi Shang for US$6.25 million (RMB 51,840,000) for 30 outdoor area scrolling light boxes for their clients at the Guangzhou New Baiyun Airport. The list of clients for the Outdoor Ad space includes China Mobile, China Unicom and Ping An Insurance, Samsung, and LG. This payment will be used to advance the development of the company's airport projects.

China Media1 Corp. – OPERATING AGREEMENT (November 7th, 2005)
China Media1 Corp. – Contract (November 7th, 2005)

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA MEDIA1 CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

China Media1 Corp. – Contract (November 7th, 2005)

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CHINA MEDIA1 CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

China Media1 Corp. – CONVERTIBLE PROMISSORY NOTE (November 7th, 2005)

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

China Media1 Corp. – SUBSCRIPTION AGREEMENT (November 7th, 2005)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 1, 2005, by and among China Media1 Corp., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

China Media1 Corp. – Date : May 1, 2005 Parties of the Agreement: Party A: Chuangrun Media Company Limited (“HK Chuangrun”) Address: #1403, 14/F United Publishing Building, King’s Road, North Point, Hong Kong Party B: Guangzhou Chuangrun Advertising Co. Ltd. (“GZ Chuangrun”) Address: 168 Jiangnan Da Dao Zhong, CNOOC Building, #1211, Guangzhou, China Party C: China Media1 Corp. (“CMDA”) Address: 2020 Main Street, Suite 500, Irvine, California, USA Recital: (September 27th, 2005)

4、 CMDA will pay the following management fees to GZ Chuangrun as compensation for GZ Chuangrun acting as agent for CMDA. The management fee includes all daily operating expenses, but does not include project deposits and upfront fees:

China Media1 Corp. – Guangzhou New Baiyun Airport Electronic Light Box Advertising Contract [TRANSLATED VERSION] PARTY A: Guangzhou Chuangrun Advertising Company Limited Address: 168 Jiang Nan Da Do Zhong, Suite 1211, Guangzhou Contact: Cai Hanxiong Tel: 020 84422633 Fax: 020 84423236 PARTY B: Chi Shang Ling Yue Advertising Company Limited Address: 75 Xian Lie Zhong Lu, Sui Fung Building 2/F, Room C18-19, Guangzhou Contact: He Jun Wei Tel: Fax: Advertising Project and Pricing: Locations: (1) Guangzhou New Baiyun Airport Departure Hall Light Boxes (June 17th, 2005)
China Media1 Corp. – AGREEMENT (June 17th, 2005)

Display Unit: means a unit of the Display System deployed in the Business of either 1m. x 1.5 m. or 1.2 m. x 1.8 m. or 1.5 m. x 4.0 m or 1m. x 1.5m. (double-sided) or such other dimensions as the parties may agree from time to time.

China Media1 Corp. – Guangzhou New Baiyun Airport Bus Waiting Area Electronic Light Box Advertising Contract [TRANSLATED VERSION] (June 17th, 2005)
China Media1 Corp. – EAGLE RIVER MINING CORP. (the "Corporation") RESOLUTIONS OF SHAREHOLDERS (February 3rd, 2005)

The following Resolutions having been consented to in writing by a majority of the Shareholders as required by the by-laws of the Corporation, hereby WAIVE notice of the time and place of a meeting of the Shareholders of the Corporation and DO HEREBY CONSENT to the adoption of the following resolutions as at January 14, 2005:

China Media1 Corp. – EAGLE RIVER MINING CORP. (the "Corporation") RESOLUTIONS OF DIRECTORS (February 3rd, 2005)

WHEREAS: The following Resolutions having been consented to in writing by the Directors of the Corporation as at January 14, 2005 and shall be deemed to have the same force and effect as if passed at a meeting of Directors duly called and properly constituted for the transaction of business:

Eagle River Mining Corp – Agreement (December 30th, 2004)

EAGLE RIVER MINING CORP. ("ERVR"), a Nevada, USA Corporation and Mr. CAI HanXiong (proprietor of the CHUANGRUN Group of Companies) have reached an agreement concerning CHUANGRUN MEDIA LIMITED of Hong Kong ("CR Hong Kong") and GUANGZHOU CHUANGRUN ADVERTISING COMPANY LIMITED ("CR Guangzhou"). The agreement is based on friendly discussions and mutual benefit, and is as follows:

Eagle River Mining Corp – DEMAND PROMISSORY NOTE (October 30th, 2002)

In consideration of receiving a loan of US$31,045, the undersigned EAGLE RIVER MINING CORP., of 4745 Caughlin Parkway, Suite 200, Reno, Nevada, USA, 89509, does hereby PROMISE TO PAY to ARCHER PACIFIC MANAGEMENT INC., of 141-757 West Hastings Street, Suite 328, Vancouver, British Columbia, Canada, V6C 1C1, the sum of US$31,045, without interest, payable on demand.

Eagle River Mining Corp – BILL OF SALE ABSOLUTE (October 30th, 2002)

For and in consideration of the sum of Ten Dollars ($10.00) paid to me, do hereby sell the interest as specified below in the following mineral titles:

Eagle River Mining Corp – DEMAND PROMISSORY NOTE (October 30th, 2002)

In consideration of receiving a loan of US$131,045, the undersigned EAGLE RIVER MINING CORP., of 4745 Caughlin Parkway, Suite 200, Reno, Nevada, USA, 89509, does hereby PROMISE TO PAY to ANGELA DU, of 950-789 West Pender Street, Vancouver, British Columbia, Canada, V6C 1H2, the sum of US$131,045, without interest, payable on demand.