China Marketing Media Holdings, Inc. Sample Contracts

Distribution Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

In order to clarify the respective rights, responsibilities and obligations of Party A and Party B in connection with the distribution of China Marketing and China Business & Trade, both parties agreed to enter into this agreement which is in accordance with the principle of mutual benefit and common development.

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CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2009 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of 5th day of November, 2008, by and between China Marketing Media Holdings, Inc. (CMKM, Grey Market) and its affiliates (the "Company") and Xia Xu (the "Consultant").

Amendment to Operation and Management Right Agreement
Operation and Management Right Agreement • January 3rd, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

This agreement is entered into by and between parties listed as below in the conference room of Sales and Marketing Publishing House on January 08, 2004.

CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2009 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing • Georgia

THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of 5th day of November, 2008, by and between China Marketing Media Holdings, Inc. (CMKM, Grey Market) and its affiliates (the "Company") and FirsTrust Group, Inc. (the "Consultant").

Operation and Management Agreement (English Translation)
Operation and Management Agreement • April 18th, 2008 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

Party A:Shanghai Longcom Telecom Co., Ltd., a domestic capital investment company incorporated under the laws of China, located at 11/A-B, Huijia Plaza, No. 41, North Caoxi Road, Xuhui District, Shanghai, China.

Outsourcing Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

In accordance with the Law of Contract in PRC, based on the mutual agreement of both parties, Party A authorizes Party B to print and produce the Sales edition of China Marketing magazine and China Business & Trade. The contract is subject to the following terms and conditions:

Outsourcing Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

In accordance with the Law of Contract in PRC, based on the mutual agreement of both parties, Party A authorizes Party B to print and produce the Case edition of China Marketing magazine. The contract is subject to the following terms and conditions:

Outsourcing Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

In accordance with the Law of Contract in PRC, based on the mutual agreement of both parties, Party A authorizes Party B to print and produce the Channel edition of China Marketing magazine and China Business & Trade magazine. The contract is subject to the following terms and conditions:

Outsourcing Agreement (English Translation)
Outsourcing Agreement • April 17th, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

In accordance with the Law of Contract in PRC, based on the mutual agreement of both parties, Party A authorizes Party B to print and produce the Case edition of China Marketing magazine. The contract is subject to the following terms and conditions:

Agreement of Share Transfer
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Transferor: Sale and Marketing Publishing House, a publishing house that was established and is validly existing under the laws of PRC, (hereinafter “Party A”)

Agreement of Share Transfer
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Shenzhen Media Investment Co., Limited (the “Company”) was incorporated on October 22, 2003 in Shenzhen, PRC which is jointly owned by Party A, Party B, Party C and the “Sale and Marketing Publishing House”. As of May 24, 2005, the Company’s registered capital is RMB 36,000,000. Party A, Party B and Party C own the equity of the Company with 25.86%, 15.17% and 20.78%, respectively and would transfer their 25.86%, 15.17% and 20.78% of the Company to Party D. Party D accepted such share transfer. According to the “Company law of the PRC” and the “Contract law of the PRC”, all aforesaid parties reached consent on the matter of the share transfer and entered into the following agreement:

Distribution Agreement
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing • Shanghai

Huadao Consulting Co, Ltd. (“Party B”) is a corporation specialized in consultation and management of magazine publication and distribution. During the term of this agreement, if Party B intends to transfer all the rights and obligations under this agreement to other related party/parties, it must inform Party A in advance and receive written consent from Party A.

EQUITY TRANSFER AGREEMENT SHENZHEN NEW MEDIA CONSULTING CO., LTD. AND ZHU YU TONG October 10, 2006
Equity Transfer Agreement • April 17th, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

EQUITY TRANSFER AGREEMENT, dated as of October 10, 2006, by and between Shenzhen New Media Consulting Co., Ltd. ("Shenzhen New Media"), a company incorporated in the People’s Republic of China (the "PRC") and Zhu Yu Tong, an individual (the "Seller"). Shenzhen New Media and the Seller are referred to collectively herein as the "Parties".

Distribution Agreement
Distribution Agreement • January 3rd, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

In order to clarify the respective rights, responsibilities and obligations of Party A and Party B in connection with the distribution of China Marketing and China Business & Trade, both parties agreed to enter into this agreement which is in accordance with the principle of mutual benefit and common development.

ENTRUST AGREEMENT
Entrust Agreement • January 3rd, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

This agreement was entered into and by both parties listed as below in the conference room of Shenzhen Media Investment Co., Ltd on November 20, 2004.

Outsourcing Agreement (English Translation)
Outsourcing Agreement • April 17th, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

In accordance with the Law of Contract of the People's Republic of China (the "PRC"), Party A and Party B entered into an agreement, pursuant to which Party A authorizes Party B to print and produce the Channel edition of China Marketing magazine. The agreement is subject to the following terms and conditions:

OPERATION AND MANAGEMENT RIGHT AGREEMENT
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Party A is a large-scale publishing house approved by the General Administration of Press and Publication and Henan Provincial Government.

Employment Contract
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Pursuant to the Labor Law of the People’s Republic of China and other applicable laws and regulations and upon consultation on the basis of equality and free will, China Marketing Media Holdings, Inc. (hereinafter “Party A”) and Ms. Yifang Fu (hereinafter “Party B”) hereby enter into this contract providing for Party A’s employment of Party B as the Chief Financing Officer.

Description of Verbal Amendment to Operation and Management Right Agreement, dated October 23, 2003, by and between Sale and Marketing Publishing House and Shenzhen Media Investment Co., Ltd. (the "Operation and Management Right Agreement")
Operation and Management Right Agreement • April 17th, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

In 2005 the parties to the Operation and Management Right Agreement (the "Agreement") verbally agreed to amend the Agreement to revise Section B of the Agreement to delete the following sentences:

AGREEMENT FOR SHARE EXCHANGE
Agreement for Share Exchange • February 14th, 2006 • China Marketing Media Holdings, Inc. • Texas

THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of December 31, 2005, by and among Infolife, Inc., a Texas corporation (“Infolife”), Media Challenge Holdings Limited., a British Virgin Islands corporation (“Media Challenge”), and the Shareholders of Media Challenge who execute this Agreement (collectively the “Shareholders”).

Outsourcing Agreement (English Translation)
Outsourcing Agreement • April 17th, 2007 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

In accordance with the Law of Contract in PRC, based on the mutual agreement of both parties, Party A authorizes Party B to print and produce the Sales edition of China Marketing magazine. The contract is subject to the following terms and conditions:

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TERMINATION AGREEMENT
Termination Agreement • December 17th, 2008 • China Marketing Media Holdings, Inc. • Periodicals: publishing or publishing & printing

SHENZHEN NEW MEDIA CONSULTING CO., LTD., a wholly-owned foreign enterprise incorporated under the laws of China, located at 108-109 Jinglian Garden East Jingtian Road, Futian District, Shenzhen, China ("Party A"), and

Employment Contract
China Marketing Media Holdings, Inc. • January 3rd, 2007 • Periodicals: publishing or publishing & printing

Pursuant to the Labor Law of the People’s Republic of China and other applicable laws and regulations and upon consultation on the basis of equality and free will, Shenzhen Media Investment Co., Ltd. (hereinafter “Party A”) and Mr. Bin Li (hereinafter “Party B”) hereby enter into this contract providing for Party A’s employment of Party B as a contract-based executive-level manager.

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