0001144204-07-025145 Sample Contracts

Contract
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

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LABOR CONTRACT Applied to: Beijing PKU Chinafront Technology Co., Ltd. Revised in December 2005
Labor Contract • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation

In accordance with the Labour Law of the People’s Republic of China, relevant laws and regulations, this Labor Contract is concluded by and between Beijing PKU Chinafront Technology Co., Ltd. (hereinafter referred to as “Party A”) and its employee Xia Shudong (hereinafter referred to as “Party B”) through equal negotiation to establish employment relationship, and both Parties commit to abide by all articles of the Contract.

CLOSING ESCROW AGREEMENT
Closing Escrow Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • New York

THIS CLOSING ESCROW AGREEMENT, dated May 14, 2007 (“Escrow Agreement”), is entered into by and between Intra-Asia Entertainment Corporation, a Nevada corporation (the "Company"), the selling stockholders identified on the signature pages hereto (each a “Selling Stockholder” and collectively, the “Selling Stockholders”), Antaeus Capital, Inc. (the “Placement Agent”) and Thelen Reid Brown Raysman & Steiner LLP (the "Escrow Agent").

LOCK-UP AGREEMENT
Lock-Up Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • New York

THIS LOCK-UP AGREEMENT (the "Agreement") is made and entered into on May 14, 2007 between the stockholders set forth on the signature page to this Agreement (each, a "Holder") and Intra-Asia Entertainment Corporation, a Nevada corporation (the "Company").

Sale Contract
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation

To protect the legal interests of the Parties, the Parties enter into this Contract according to the relevant provisions of Contract Law of the People’s Republic of China and the relevant provisions upon amicable consultation.

English Translation)
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation

This supplementary contract is to complete the Contract of Data Integration Project Phase I of Beijing Municipal State Land and Resources and House Office Information Administration System which was made between Party A and Party B. According to the adjustment that has been made to the project, the parties hereby agree as follows:

LOAN CONTRACT Supervised by Bank of Beijing Co., Ltd. Loan Contract
Loan Contract • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation

In accordance with relevant laws, regulations and rules, this Contract is concluded by and between Party A and Party B through negotiations and by adhering to the principle of honesty, credit, equality and voluntariness, whereby both Parties will observe and implement the Contract.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2007, by and among Intra-Asia Entertainment Corporation, a Nevada corporation, and all predecessors thereto (collectively, the “Company”), Cabowise International Ltd., a British Virgin Islands company (“Cabowise”), PKU Chinafront High Technology Co., Ltd., a company organized under the laws of the People’s Republic of China (“PKU”), the selling stockholders identified on the signature pages hereto (each a “Selling Stockholder” and collectively, the “Selling Stockholders”) and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • New York

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May 14, 2007 (this “Agreement”), by and between Cabowise International Ltd., a corporation organized under the laws of the British Virgin Islands (the “Assignor”), and Oriental Intra-Asia Entertainment (China) Limited, a company incorporated under the laws of the People’s Republic of China (the “Assignee”).

Purchase Contract
Purchase Contract • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation

According to Contract Law of the People’s Republic of China and the relevant provisions, upon consultation, Party A and Party B enter into this Contract as follow based on the principle of amicable cooperation.

LABOR CONTRACT
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation

In accordance with the Labor Law of the People’s Republic of China and relevant laws and regulations, this Contract is conclude by and between Party A and Party B through equal negotiations, wherein both Parties will observe all articles of the Contract.

Cooperation Agreement
Cooperation Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation

Both parties, according to Contract Law of the People’s Republic of China and other related legal regulations of China, Based on Principle of Equality, cooperation and mutual development , through equal and full negotiation, formulate the clauses of this contract and reach an agreement. The concrete clauses of the contract are as follows:

English Translation)
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation

With mutual and friendly negotiation, Party B agrees to provide the bridge loan to pay the service expenses for Party A and then get reimbursement later as follows:

Material Purchase Contract of Zhongzheng Building
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation

Upon amicable consultation, Party A and Party B enter into the following Contract with regard to the construction project of Zhongzheng Building based on the principle of good faith cooperation.

OPTION AGREEMENT
Option Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • New York

OPTION AGREEMENT, dated as of April 30, 2007, by and among CABOWISE INTERNATIONAL LTD., a company incorporated under the laws of the British Virgin Islands (the “Optionee”) and the Grantors listed on the signature page hereto (each a “Grantor” and collectively, the “Grantors”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • Nevada

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 14, 2007, is by and among INTRA-ASIA ENTERTAINMENT CORPORATION, a Nevada corporation (the “Parent”), CABOWISE INTERNATIONAL LTD., a British Virgin Islands company (the “Company”), the Stockholders of the Company signatory hereto (the “Stockholders”), Weicheng International Inc. (“Weicheng”) and Foster Growth Ltd. (“Foster,” and together with Weicheng, the “Selling Stockholders” and the Selling Stockholders together with the Parent, the “Selling Parties”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”

CANCELLATION AGREEMENT
Cancellation Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • New York

CANCELLATION AGREEMENT, dated May 14, 2007 (this “Agreement”), by and among, INTRA-ASIA ENTERTAINMENT CORPORATION, a Nevada corporation (the “Company”), WEICHENG INTERNATIONAL INC. (“Weicheng”) and Foster Growth Ltd. (“Foster”).

Contract for the Project of Traffic Statistics Information System (Phase I)
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation • Beijing
Purchase Contract
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation

According to Contract Law of the People’s Republic of China and the relevant provisions, upon consultation, Party A and Party B enter into this Contract as follow based on the principle of amicable cooperation.

EQUITY TRANSFER AGREEMENT
Equity Transfer Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • Beijing

WHEREAS, Beijing PKU Chinafront High Technology Co., Ltd. is a limited liability company duly organized and existing under the laws of People’s Republic of China (“PRC”) and owned 61% by Xia Shudong, 8% by Zhang Zhiping, 6% by Lai Zhibin, 10% by Yang Chuang and 15% by Peking University Technology Development Department (the “Company”); and

Contract for Data Integration Project of Phase I of Management Information System of Land Resource and Housing Affairs in Beijing
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation

In order to build the Phase I of Beijing Municipal Management Information System of State Land, Resources and Housing Affairs, promote establishment of Management Information System of State Land, Resources and Housing Affairs and perfect the database of Management Information System of State Land, Resources and Housing Affairs, the Education and Information Center of the Beijing Municipal Bureau of State Land and Resources (Party A to the Contract, hereinafter referred to as Party A) hereby assign Beijing Institute of Surveying and Mapping and Beijing PKU Chinafront Technology Co., Ltd. (collectively Party B to the Contract, hereinafter referred to as Party B) to undertake the project of Data Integration of Beijing Municipal Management Information System of State Land, Resources and Housing Affairs (Phase I). According to relevant regulations and requirements, supervision shall be carried out during this project and Beijing Taiji Kensijie Information System Consulting Co., Ltd. is her

Contract
Registration Rights Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • New York
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MAKE GOOD ESCROW AGREEMENT
Make Good Escrow Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation • New York

This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of May 14, 2007, is entered into by and among Intra-Asia Entertainment Corporation, a Nevada corporation (the "Company"), the Investors (as defined below), Antaeus Capital, Inc. (“Antaeus”), and Karmen Investment Holdings Ltd (“Karmen”). and Leguna Verde Investments Ltd. (“Leguna” together with Karmen, each a “Make Good Pledgor” and collectively, the "Make Good Pledgors") and Securities Transfer Corporation, as escrow agent ("Escrow Agent").

Lease Contract of E-Wing Center
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation • Beijing
SERVICE AGREEMENT
Service Agreement • May 14th, 2007 • Intra Asia Entertainment Corp • Services-miscellaneous amusement & recreation

The following Agreement is concluded by and between Party A and Party B on the basis of equal and amicable negotiations, wherein Party B entrusts Party A to provide the labor personnel management agency service:

Contract for Phase I of Software Development and System Integration of Production Dispatching and Command Center of China Netcom
Intra Asia Entertainment Corp • May 14th, 2007 • Services-miscellaneous amusement & recreation • Beijing

Name of Contract: Contract for Phase I Project of Software Development & System Integration of Production Control Center of China Netcom

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