CHINA YOUTV CORP.



FORM S-8/A
(Securities Registration : Employee Benefit Plan)




File 06/12/2009




	Telephone			(8610) 5921-2300
	CIK				0001329136
	Symbol				CYTV
	SIC Code			1000  Metal Mining
	Industry			Gold & Silver
	Sector				Basic Materials
	Fiscal Year			06/30















SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form S-8/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



China YouTV Corp.
(Exact name of Registrant as specified in its charter)



     Nevada            					 N/A

State or other jurisdiction of incorporation or     IRS Employer No.
organization)Identification

8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027


(Address of Principal Executive Offices, including ZIP Code)

2009 Non-Qualified Stock and Stock Option Plan
(Full title of the plan)

John Sadowski, Chief Executive Officer
China YouTV Corp.
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027
 (Name and address of agent for service)

(8610) 5921-2300
 (Telephone number, including area code, of agent for service)

Aaron D. McGeary
The McGeary Law Firm, P.C.
405 Airport Fwy., Suite 5
Bedford, TX 76021
------------------------------
(Communications To)
CALCULATION OF REGISTRATION FEE


Title of Securities	Amount of Shares		Proposed Max Offering
To be registered	to be registered		Price per share

$.00001 par value	15,000,000			$0.0155 (1)
common stock


Proposed Max. Aggregate		Amount of
Offering Price			Registration Fee

$232,500			$12.97




(1)
This calculation is made solely for the purposes of determining
the registration fee pursuant to the provisions of Rule 457(c)
under the Securities Act of 1933, as amended, and is calculated
on the basis of the average of the high and low prices reported
on the OTC Bulletin Board on May 1, 2009.




PROSPECTUS

China YouTV Corp.

15,000,000 Shares of Common Stock

       This prospectus relates to the offer and sale by China YouTV
Corp., a Nevada corporation ("CYTV"), of shares of its $.00001
par value per share common stock to employees, directors, officers,
consultants, advisors and other persons associated with CYTV
pursuant to the 2009 Non-Qualified Stock and Stock Option Plan (the
"Stock Plan"). Pursuant to the Stock Plan, CYTV is registering
hereunder and then issuing, upon receipt of adequate consideration
therefore, 15,000,000 shares of common stock.

       The common stock is not subject to any restriction on
transferability. Recipients of shares other than persons who are
"affiliates" of CYTV within the meaning of the Securities Act of
1933 (the "Act") may sell all or part of the shares in any way
permitted by law, including sales in the over-the-counter market at
prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of CYTV
or any one of its subsidiaries. An "affiliate" of CYTV is subject
to Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The common stock is traded on the OTC Bulletin
Board under the symbol "CYTV."

These Securities Have Not Been Approved Or Disapproved By The
Securities And Exchange Commission Nor Has The Commission Passed Upon
The Accuracy Or Adequacy Of This Prospectus. Any Representation To
The Contrary Is A Criminal Offense.

The date of this prospectus is May 1, 2009




       This prospectus is part of a registration statement which was
filed and became effective under the Securities Act of 1933, as
amended (the "Securities Act"), and does not contain all of the
information set forth in the registration statement, certain
portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange
Commission (the "Commission") under the Securities Act. The
statements in this prospectus as to the contents of any contract or
other documents filed as an exhibit to either the registration
statement or other filings by CYTV with the Commission are qualified
in their entirety by reference thereto.

       A copy of any document or part thereof incorporated by reference
in this prospectus but not delivered herewith will be furnished
without charge upon written or oral request. Requests should be
addressed to: China YouTV Corp.,
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East, Beijing, China 100027.
CYTV's telephone number is 86-10-5921-2300.

	CYTV is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission.
These reports, as well as the proxy statements and other information
filed by CYTV under the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 100
F Street, N.E., Washington D.C. 20549. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission

       No person has been authorized to give any information or to
make any representation, other than those contained in this
prospectus, and, if given or made, such other information or
representation must not be relied upon as having been authorized by
CYTV This prospectus does not constitute an offer or a solicitation
by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it
is unlawful to make an offer or solicitation.

       Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has not been a change in the affairs of CYTV since the
date hereof.



TABLE OF CONTENTS

Information Required in the Section 10(a)
Prospectus
5


Item 1. The Plan Information
5-7


Item 2. Registrant Information and Employee Plan
Annual Information
8


Information Required in the Registration
Statement
8


Item 3. Incorporation of Documents by
Reference
8


Item 4. Description of Securities
8


Item 5. Interests of Named Experts and Counsel
8


Item 6. Indemnification of Directors and
Officers
8-9


Item 7. Exemption from Registration Claimed
9


Item 8. Exhibits
9


Item 9. Undertakings
10-11


Signatures
12









PART 1

INFORMATION REQUIRED IN THE SECTION 10(a)


PROSPECTUS

Item 1. The Plan Information.


(a)  General Plan Information

China YouTV Corp. 2009 Stock Incentive Plan as per the 8-K filings on
May 11, 2008.

China YouTV Corp. has its principal executive offices at.8th floor,
MeiLinDaSha, Ji 2, GongTi Road, East, Beijing, China 100027. CYTV's
telephone number is 86-10-5921-2300.

CYTV will issue common stock and common stock upon exercise of options
to employees, directors, officers, consultants, advisors and other
persons associated with CYTV pursuant to the Stock Plan, which has been
approved by the Board of Directors of CYTV. The Stock Plan is intended
to provide a method whereby CYTV may be stimulated by the personal
involvement of its employees, directors, officers, consultants,
advisors and other persons in CYTV's business and future prosperity,
thereby advancing the interests of CYTV and all of its shareholders.
A copy of the Stock Plan has been filed as an exhibit to this registration
statement.

(b)  Securities to be Offered

The Board has authorized the issuance of 15,000,000 shares of the common
stock to certain of the above-mentioned persons upon effectiveness of
this registration statement.

(c)  Employees Who May Participate in the Plan

Senior management team, general partner, consultant and advisor of the
Company and its subsidiaries if any.


(d)  Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered

Purchase of securities pursuant to the plan and payment for securities
offered in accordance to as per Exhibit 10.1 of 8K filed on May 11, 2009.
(e)  Resale Restrictions

In the event that an affiliate of CYTV acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder
has sold or sells any shares of common stock in the six months preceding
or following the receipt of shares hereunder, any so called "profit",
as computed under Section 16(b) of the Exchange Act, would be required
to be disgorged from the recipient to CYTV Services rendered have been
recognized as valid consideration for the "purchase" of shares in
connection with the "profit" computation under Section 16(b) of the
Exchange Act. CYTV has agreed that for the purpose of any "profit"
computation under Section 16(b), the price paid for the common stock
issued to affiliates is equal to the value of services rendered. Shares
of common stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.

(f)  Tax Effects of Plan Participation

The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. A recipient, therefore, will be required for federal income
tax purposes to recognize compensation during the taxable year of
issuance unless the shares are subject to a substantial risk of
forfeiture. Accordingly, absent a specific contractual provision to the
contrary, the recipient will receive compensation taxable at ordinary
rates equal to the fair market value of the shares on the date of receipt
since there will be no substantial risk of forfeiture or other
restrictions on transfer. Each recipient is urged to consult his tax
advisors on this matter.

The amount of income recognized by a recipient hereunder in accordance
with the foregoing discussion will be a tax deductible expense by CYTV
for federal income tax purposes in the taxable year of CYTV during which
the recipient recognizes income

(g)  Investment of Funds

Any cash proceeds received by the Company from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes
and for mineral resource exploration projects.








Item 2. Registrant Information and Employee Plan Annual Information

A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any
document required to be delivered pursuant to Rule 428(b) under the
Securities Act will be furnished without charge upon written or oral
request. Requests should be addressed to: China YouTV Corp., 8th floor,
MeiLinDaSha, Ji 2, GongTi Road, East, Beijing, China 100027, where its
telephone number is 86-10-5921-2300
        .



PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.


       The following documents filed with the Securities and Exchange
Commission (the "Commission") by China YouTV Corp., a Nevada corporation
(the "Company"), are incorporated herein by reference:



a.
The Company's latest Annual Report on Form 10-KSB for the year
ended June 30, 2008, filed with the Securities and Exchange
Commission;



b.
The reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") since the fiscal year ended June 30, 2008;
and


c.
All other documents filed by the Company after the date of
this registration statement pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this registration statement
which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date
of filing such documents.




Item 4. Description of Securities.

15,000,000 Shares of Common Stock with $0.00001 par value per share will
be offered under CYTV 2009 Stock Incentive Plan.

Item 5. Interests of Named Experts and Counsel.

       The audited balance sheet of CYTV as of June 30, 2008 and the
related statements of operations, stockholders' equity and cash flows
for the year then ended are incorporated by reference in this prospectus
and have been audited by Michael T. Studer CPA P.C., an independent
registered public accounting firm. The incorporation by reference
herein of such financial statements is in reliance upon the authority
of said firm as experts in auditing and accounting.


       The McGeary Law Firm, P.C. has rendered an opinion on the validity
of the securities being registered. Neither Mr.Aaron D. McGeary nor The
McGeary Law Firm, P.C. are affiliate of CYTV.



Item 6. Indemnification of Directors and Officers.

    Under Nevada law, a corporation may indemnify its directors,
officers, employees and agents under certain circumstances, including
indemnification of such persons against liability under the Securities
Act of 1933, as amended. In addition, a corporation may purchase or
maintain insurance on behalf of its directors, officers, employees or
agents for any liability incurred by him in such capacity, whether or
not the corporation has the authority to indemnify such person. A true
and correct copy of Section 78.7502 of Nevada Revised Statutes that
addresses indemnification of directors, officers, employees and agents
is attached as Exhibit 99.1.

       Article IX of the CYTV's By-Laws provides, among other things,
that a Director, Trustee, Officer, employee or agent of the Corporation,
or a person who is or was serving at the request of the Corporation as
a Director, Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, is entitled to
be indemnified (other than an action by or in the right of the Corporation)
from and against expenses (including attorneys' fees), judgment, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable cause
to believe such person's conduct was unlawful.


   The effect of these provisions may be to eliminate the rights
of CYTV and its stockholders (other than through stockholder derivative
suits on behalf of CYTV) to recover monetary damages against a director,
officer, employee or agent for breach of fiduciary duty.

       Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be provided for directors,
officers, employees, agents or persons controlling an issuer pursuant
to the foregoing provisions, the opinion of the Commission is that such
indemnification is against public policy as expressed in the Securities
Act of 1933, as amended, and is therefore unenforceable.


Item 7. Exemption from Registration Claimed.


       Not applicable.


Item 8. Exhibits.



(a)
The following exhibits are filed as part of this
registration statement pursuant to Item 601 of the
Regulation S-K and are specifically incorporated herein
by reference:

Exhibit No.  Title

5.1    Legal opinion of The McGeary Law Firm, P.C.

10.1  2009 Non-Qualified Stock Compensation Plan

23.1  Consent of Aaron D. McGeary

23.2  Consent of Michael T. Studer CPA P.C

99.1  Section 78.7502 of the Nevada Revised Statutes addressing
indemnification




Item 9. Undertakings. The undersigned registrant hereby undertakes:



(1)
To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to:



(i)
include any prospectus required by Section 10(a)(3)
of the Securities Act;



(ii)
reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the registration
statement;



(iii)
include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.


Provided, however, that paragraphs (1)(i) and (1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2)
That, for the purpose of determining any liability pursuant to
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
offered at that time shall be deemed to be the initial bona fide
offering thereof.


(3)
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.


(4)
To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus
to provide such interim financial information.

(5)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of registrant pursuant to the foregoing provisions, or otherwise,
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by registrant of expenses incurred or paid by a director,
officer or controlling person of registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


       The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of registrant's annual report pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.












SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Beijing of the
People's Republic of China, on May 21, 2009.





China YouTV Corp.






Date: May 21, 2009
By:
/s/  John Sadowski


John Sadowski

Title: Chief Executive Officer


       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.



      Signatures			Title			Date

/s/  John Sadowski	President, Chief Executive Officer	May 21, 2009
John Sadowski		and Director

/s/  Michael Lee	Secretary, Chief Financial Officer	May 21, 2009
Michael Lee		and Director


EXHIBIT 5.1  LEGAL OPINION OF AARON D. MCGEARY

The McGeary Law Firm, P.C.
405 Airport Fwy., Suite 5
Bedford, TX 76021
(817)-282-5885

May 19, 2009


Board of Directors
China YouTV Corp.
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027

Re:  Form S-8 Registration Statement; Opinion of
Counsel

Dear Members of the Board:

You have requested our opinion with respect to certain matters
in connection with China YouTV Corp.'s (the "Company")
filing of a registration statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange
Commission covering the offering of an aggregate of
15,000,000 shares of the Company's common stock, $.00001 par
value (the "Shares"), pursuant to the 2009 Non-Qualified
Stock Compensation Plan (the "Stock Plan").

In connection with this opinion, we have examined the
Registration Statement and such other documents, records,
certificates, memoranda and other instruments as we deemed
necessary for the basis of this opinion. We have assumed the
genuineness and authenticity of all documents submitted to
us as originals and the conformity to originals of all
documents submitted to us as copies and the due execution
and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, I
am of the opinion that the Shares, when sold and issued in
accordance with the Stock Plan and the Registration Statement
and related prospectus, will be validly issued, fully paid
and non-assessable. The opinion expressed herein is limited
to matters involving the federal laws of the United States
and to the corporate laws of the State of Nevada, and I express
no opinion as to the effect on the matters covered by this
opinion of the laws of any other jurisdiction. The opinion
expressed herein is specifically limited to the status of
shares issued in the event the registration statement is
deemed effective and the Company has fully complied with the
requirements under Form S-8.
The opinion expressed herein is rendered solely for your
benefit in connection with the transaction described herein.
Except as otherwise provided herein, this opinion may not
be used or relied upon by any person, nor may this letter
or any copies thereof be furnished to a third party, filed
with a governmental agency, quoted, cited or otherwise
referred to without my prior written consent.

                            Very truly yours,

			    /s/ Aaron D. McGeary

				Aaron D. McGeary



EXHIBIT 10.1   2009 Non-Qualified Stock Compensation Plan


2009 Non-Qualified Stock Compensation Plan

1.	Purpose of Plan

1.1	This 2009 Non-Qualified Stock Compensation Plan (the
"Plan") of China YouTV Corp., a Nevada corporation (the
"Company") for employees, directors, officers, consultants,
advisors and other persons associated with the Company, is
intended to advance the best interests of the Company by
providing those persons who have a substantial
responsibility for its management and growth with additional
incentive and by increasing their proprietary interest in
the success of the Company, thereby encouraging them to
maintain their relationships with the Company.  Further, the
availability and offering of stock options and common stock
under the Plan supports and increases the Company's ability
to attract and retain individuals of exceptional talent upon
whom, in large measure, the sustained progress, growth and
profitability of the Company depends.

2.	Definitions

2.1	For Plan purposes, except where the context might
clearly indicate otherwise, the following terms shall have
the meanings set forth below:

	"Board" shall mean the Board of Directors of the
Company.

	"Committee" shall mean the Compensation Committee, or
such other committee appointed by the Board, which shall be
designated by the Board to administer the Plan, or the Board
if no committees have been established.  The Committee shall
be composed of two or more persons as from time to time are
appointed to serve by the Board.  Each member of the Committee,
while serving as such, shall be a disinterested person with
the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934.

	"Common Shares" shall mean the Company's Common Shares,
$.00001 par value per share, or, in the event that the
outstanding Common Shares are hereafter changed into or
exchanged for different shares of securities of the Company,
such other shares or securities.

	"Company" shall mean China YouTV Corp., a Nevada
Corporation, and any parent or subsidiary corporation of CYTV,
as such terms are defined in Sections 425(e) and 425(f),
respectively, of the Code.

	"Fair Market Value" shall mean, with respect to the date
a given stock option is granted or exercised, the average
of the highest and lowest reported sales prices of the Common
Shares, as reported by such responsible reporting service
as the Committee may select, or if there were not transactions
in the Common Shares on such day, then the last preceding
day on which transactions took place.  The above withstanding,
the Committee may determine the Fair Market Value in such
other manner as it may deem more equitable for Plan purposes
or as is required by applicable laws or regulations.

	"Optionee" shall mean an employee of the company who
has been granted one or more Stock Options under the Plan.

	"Common Stock" shall mean shares of common stock which
are issued by the Company pursuant to Section 5, below.

    "Common Stockholder" means the employee of, consultant
to, or director of the Company or other person to whom shares
of Common Stock are issued pursuant to this Plan.

	"Common Stock Agreement" means an agreement executed
by a Common Stockholder and the Company as contemplated by
Section 5, below, which imposes on the shares of Common Stock
held by the Common Stockholder such restrictions as the
Board or Committee deem appropriate.

	"Stock Option" or "Non-Qualified Stock Option" or
"NQSO" shall mean a stock option granted pursuant to the
terms of the Plan.

	"Stock Option Agreement" shall mean the agreement
between the Company and the Optionee under which the Optionee
may purchase Common Shares hereunder.

3.	Administration of the Plan

3.1	The Committee shall administer the Plan and
accordingly, it shall have full power to grant Stock Options
and Common Stock, construe and interpret the Plan, establish
rules and regulations and perform all other acts, including
the delegation of administrative responsibilities, it
believes reasonable and proper.

3.2	The determination of those eligible to receive Stock
Options and Common Stock, and the amount, type and timing
of each grant and the terms and conditions of the respective
stock option agreements and Common Stock Agreements shall
rest in the sole discretion of the Committee, subject to the
provisions of the Plan.

3.3	The Committee may cancel any Stock Options awarded
under the Plan if an Optionee conducts himself in a manner
which the Committee determines to be inimical to the best
interest of the Company, as set forth more fully in paragraph
8 of Article 11 of the Plan.

3.4	The Board, or the Committee, may correct any defect,
supply any omission or reconcile any inconsistency in the
Plan, or in any granted Stock Option, in the manner and to
the extent it shall deem necessary to carry it into effect.

3.5	Any decision made, or action taken, by the Committee
or the Board arising out of or in connection with the
interpretation and administration of the Plan shall be final
and conclusive.

3.6	The Committee shall, in its discretion, have the power
to issue Common Shares to holders of non-qualified incentive
stock option agreements which are outstanding as of the date
hereof , pursuant to the terms of those option agreements.


3.7	Meetings of the Committee shall be held at such times
and places as shall be determined by the Committee.  A
majority of the members of the Committee shall constitute
a quorum for the transaction of business, and the vote of
a majority of those members present at any meeting shall
decide any question brought before that meeting.  In addition,
the Committee may take any action otherwise proper under the
Plan by the affirmative vote, taken without a meeting, of
a majority of its members.

3.8	No member of the Committee shall be liable for any
act or omission of any other member of the Committee or for
any act or omission on his own part, including, but not limited
to, the exercise of any power or discretion given to him under
the Plan, except those resulting from his own gross
negligence or willful misconduct.

3.9	The Company, through its management, shall supply
full and timely information to the Committee on all matters
relating to the eligibility of Optionees, their duties and
performance, and current information on any Optionee's death,
retirement, disability or other termination of association
with the Company, and such other pertinent information as
the Committee may require.  The Company shall furnish the
Committee with such clerical and other assistance as is
necessary in the performance of its duties hereunder.

4.	Shares Subject to the Plan

4.1	The total number of shares of the Company available
for grants of Stock Options and Common Stock under the Plan
shall be 15,000,000 Common Shares, subject to adjustment in
accordance with Article 7 of the Plan, which shares may be
either authorized but unissued or reacquired Common Shares
of the Company.

4.2	If a Stock Option or portion thereof shall expire or
terminate for any reason without having been exercised in
full, the unpurchased shares covered by such NQSO shall be
available for future grants of Stock Options.

5.	Award of Common Stock

5.1	The Board or Committee from time to time, in its
absolute discretion, may (a) award Common Stock to
employees of, consultants to, and directors of the Company,
and such other persons as the Board or Committee may select,
and (b) permit Holders of Options to exercise such Options
prior to full vesting therein and hold the Common Shares
issued upon exercise of the Option as Common Stock.  In
either such event, the owner of such Common Stock shall hold
such stock subject to such vesting schedule as the Board
or Committee may impose or such vesting schedule to which
the Option was subject, as determined in the discretion of
the Board or Committee.

5.2	Common Stock shall be issued only pursuant to
a Common Stock Agreement, which shall be executed by the
Common Stockholder and the Company and which shall contain
such terms and conditions as the Board or Committee shall
determine consistent with this Plan, including such
restrictions on transfer as are imposed by the Common Stock
Agreement.

5.3	Upon delivery of the shares of Common Stock to
the Common Stockholder, below, the Common Stockholder shall
have, unless otherwise provided by the Board or Committee,
all the rights of a stockholder with respect to said shares,
subject to the restrictions in the Common Stock Agreement,
including the right to receive all dividends and other
distributions paid or made with respect to the Common Stock.

 5.4.	Notwithstanding anything in this Plan or any
Common Stock Agreement to the contrary, no Common
Stockholders may sell or otherwise transfer, whether or not
for value, any of the Common Stock prior to the date on which
the Common Stockholder is vested therein.

 5.5	All shares of Common Stock issued under this Plan
(including any shares of Common Stock and other securities
issued with respect to the shares of Common Stock as a result
of stock dividends, stock splits or similar changes in the
capital structure of the Company) shall be subject to such
restrictions as the Board or Committee shall provide, which
restrictions may include, without limitation, restrictions
concerning voting rights, transferability of the Common
Stock and restrictions based on duration of employment with
the Company, Company performance and individual
performance; provided that the Board or Committee may, on
such terms and conditions as it may determine to be
appropriate, remove any or all of such restrictions.
Common Stock may not be sold or encumbered until all
applicable restrictions have terminated or expire.  The
restrictions, if any, imposed by the Board or Committee or
the Board under this Section 5 need not be identical for
all Common Stock and the imposition of any restrictions with
respect to any Common Stock shall not require the imposition
of the same or any other restrictions with respect to any
other Common Stock.

5.6	Each Common Stock Agreement shall provide that
the Company shall have the right to repurchase from the
Common Stockholder the unvested Common Stock upon a
termination of employment, termination of directorship or
termination of a consultancy arrangement, as applicable,
at a cash price per share equal to the purchase price paid
by the Common Stockholder for such Common Stock.

 5.7	In the discretion of the Board or Committee, the
Common Stock Agreement may provide that the Company shall
have the a right of first refusal with respect to the Common
Stock and a right to repurchase the vested Common Stock upon
a termination of the Common Stockholder's employment with
the Company, the termination of the Common Stockholder's
consulting arrangement with the Company, the termination
of the Common Stockholder's service on the Company's Board,
or such other events as the Board or Committee may deem
appropriate.

 5.8	The Board or Committee shall cause a legend or
legends to be placed on certificates representing shares
of Common Stock that are subject to restrictions under
Common Stock Agreements, which legend or legends shall make
appropriate reference to the applicable restrictions.

6.	Stock Option Terms and Conditions

6.1	Consistent with the Plan's purpose, Stock Options may
be granted to non-employee directors of the Company or other
persons who are performing or who have been engaged to perform
services of special importance to the management, operation
or development of the Company.

6.2	All Stock Options granted under the Plan shall be
evidenced by agreements which shall be subject to applicable
provisions of the Plan, and such other provisions as the
Committee may adopt, including the provisions set forth in
paragraphs 2 through 11 of this Section 6.

6.3	All Stock Options granted hereunder must be granted
within ten years from the earlier of the date of this Plan
is adopted or approved by the Company's shareholders.

6.4	No Stock Option granted to any employee or 10%
Shareholder shall be exercisable after the expiration of ten
years from the date such NQSO is granted.  The Committee, in
its discretion, may provide that an Option shall be
exercisable during such ten year period or during any lesser
period of time.

	The Committee may establish installment exercise
terms for a Stock Option such that the NQSO becomes fully
exercisable in a series of cumulating portions.  If an
Optionee shall not, in any given installment period, purchase
all the Common Shares which such Optionee is entitled to
purchase within such installment period, such Optionee's
right to purchase any Common Shares not purchased in such
installment period shall continue until the expiration or
sooner termination of such NQSO.  The Committee may also
accelerate the exercise of any NQSO.  However, no NQSO, or
any portion thereof, may be exercisable until thirty (30)
days following date of grant ("30-Day Holding Period.").

6.5	A Stock Option, or portion thereof, shall be exercised
by delivery of (i)  a written notice of exercise of the
Company specifying the number of common shares to be
purchased, and (ii)  payment of the full price of such Common
Shares, as fully set forth in paragraph 6 of this Section
6.

	No NQSO or installment thereof shall be exercisable
except with respect to whole shares, and fractional share
interests shall be disregarded.  Not less than 100 Common
Shares may be purchased at one time unless the number
purchased is the total number at the time available for
purchase under the NQSO.  Until the Common Shares represented
by an exercised NQSO are issued to an Optionee, he shall have
none of the rights of a shareholder.

6.6	The exercise price of a Stock Option, or portion
thereof, may be paid:

	A.	In United States dollars, in cash or by
cashier's check, certified check, bank draft or money order,
payable to the order of the Company in an amount equal to
the option price;  or

	B.	At the discretion of the Committee, through
the delivery of fully paid and nonassessable Common Shares,
with an aggregate Fair Market Value on the date the NQSO is
exercised equal to the option price, provided such tendered
Shares have been owned by the Optionee for at least one year
prior to such exercise;  or

	C.	By a combination of both A and B above.

       D.	A Stock Option, or a portion thereof, may also
be exercised by means of a
"cashless exercise" in which Optionee shall be entitled
to receive a certificate for the number of Common Shares
equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:

(A) =	the closing price on the trading day
preceding the date of such election;
(B) =	the exercise price of a Stock Option, as
adjusted; and
(X) =	the number of Common Shares issuable upon
exercise of a Stock Option in accordance with
the terms of the Stock Option.
	The Committee shall determine acceptable methods for
tendering Common Shares as payment upon exercise of a Stock
Option and may impose such limitations and prohibitions on
the use of Common Shares to exercise an NQSO as it deems
appropriate.

6.7	With the Optionee's consent, the Committee may cancel
any Stock Option issued under this Plan and issue a new NQSO
to such Optionee.

6.8	Except by will or the laws of descent and distribution,
no right or interest in any Stock Option granted under the
Plan shall be assignable or transferable, and no right or
interest of any Optionee shall be liable for, or subject to,
any lien, obligation or liability of the Optionee.  Stock
Options shall be exercisable during the Optionee's lifetime
only by the Optionee or the duly appointed legal
representative of an incompetent Optionee.

6.9	If the Optionee shall die while associated with the
Company or within three months after termination of such
association, the personal representative or administrator
of the Optionee's estate or the person(s) to whom an NQSO
granted hereunder shall have been validly transferred by such
personal representative or administrator pursuant to the
Optionee's will or the laws of descent and distribution,
shall have the right to exercise the NQSO for one year after
the date of the Optionee's death, to the extent (i)  such NQSO
was exercisable on the date of such termination of employment
by death, and (ii) such NQSO was not exercised, and (iii)
the exercise period may not be extended beyond the expiration
of the term of the Option.

	No transfer of a Stock Option by the will of an
Optionee or by the laws of descent and distribution shall
be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence
as the Committee may deem necessary to establish the validity
of the transfer and the acceptance by the transferee or
transferee of the terms and conditions by such Stock Option.

	In the event of death following termination of the
Optionee's association with the Company while any portion
of an NQSO remains exercisable, the Committee, in its
discretion, may provide for an extension of the exercise
period of up to one year after the Optionee's death but not
beyond the expiration of the term of the Stock Option.

6.10	Any Optionee who disposes of Common Shares
acquired on the exercise of a NQSO by sale or exchange either
(i) within two years after the date of the grant of the NQSO
under which the stock was acquired, or (ii) within one year
after the acquisition of such Shares, shall notify the
Company of such disposition and of the amount realized upon
such disposition.  The transfer of Common Shares may also be
Common by applicable provisions of the Securities Act of 1933,
as amended.

7.	Adjustments or Changes in Capitalization

7.1	In the event that the outstanding Common Shares of
the Company are hereafter changed into or exchanged for a
different number or kind of shares or other securities of
the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend:

	A.	Prompt, proportionate, equitable, lawful and
adequate adjustment shall be made of the aggregate number
and kind of shares subject to Stock Options which may be
granted under the Plan, such that the Optionee shall have
the right to purchase such Common Shares as may be issued
in exchange for the Common Shares purchasable on exercise
of the NQSO had such merger, consolidation, other
reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not
taken place;

	B.	Rights under unexercised Stock Options or
portions thereof granted prior to any such change, both as
to the number or kind of shares and the exercise price per
share, shall be adjusted appropriately, provided that such
adjustments shall be made without change in the total
exercise price applicable to the unexercised portion of such
NQSO's but by an adjustment in the price for each share covered
by such NQSO's; or

	C.	Upon any dissolution or liquidation of the
Company or any merger or combination in which the Company
is not a surviving corporation, each outstanding Stock Option
granted hereunder shall terminate, but the Optionee shall
have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his NQSO in
whole or in part, to the extent that it shall not have been
exercised, without regard to any installment exercise
provisions in such NQSO.

7.2	The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined
solely by the Committee, whose determination as to what
adjustments shall be made and the extent thereof, shall be
final, binding and conclusive.  No fractional Shares shall
be issued under the Plan on account of any such adjustments.

8.	Merger, Consolidation or Tender Offer

8.1	If the Company shall be a party to a binding agreement
to any merger, consolidation or reorganization or sale of
substantially all the assets of the Company, each outstanding
Stock Option shall pertain and apply to the securities and/or
property which a shareholder of the number of Common Shares
of the Company subject to the NQSO would be entitled to receive
pursuant to such merger, consolidation or reorganization or
sale of assets.

8.2	In the event that:

	A.	Any person other than the Company shall
acquire more than 20% of the Common Shares of the Company
through a tender offer, exchange offer or otherwise;

	B.	A change in the "control" of the Company
occurs, as such term is defined in Rule 405 under the
Securities Act of 1933;

	C.	There shall be a sale of all or substantially
all of the assets of the Company;

any then outstanding Stock Option held by an Optionee, who
is deemed by the Committee to be a statutory officer
("Insider") for purposes of Section 16 of the Securities
Exchange Act of 1934 shall be entitled to receive, subject
to any action by the Committee revoking such an entitlement
as provided for below, in lieu of exercise of such Stock Option,
to the extent that it is then exercisable, a cash payment
in an amount equal to the difference between the aggregate
exercise price of such NQSO, or portion thereof, and, (i)
in the event of an offer or similar event, the final offer
price per share paid for Common Shares, or such lower price
as the Committee may determine to conform an option to
preserve its Stock Option status, times the number of Common
Shares covered by the NQSO or portion thereof, or (ii)  in
the case of an event covered by B or C above, the aggregate
Fair Market Value of the Common Shares covered by the Stock
Option, as determined by the Committee at such time.

8.3	Any payment which the Company is required to make
pursuant to paragraph 8.2 of this Section 8 shall be made
within 15 business days, following the event which results
in the Optionee's right to such payment.  In the event of a
tender offer in which fewer than all the shares which are
validly tendered in compliance with such offer are purchased
or exchanged, then only that portion of the shares covered
by an NQSO as results from multiplying such shares by a
fraction, the numerator of which is the number of Common
Shares acquired pursuant to the offer and the denominator
of which is the number of Common Shares tendered in compliance
with such offer shall be used to determine the payment
thereupon.  To the extent that all or any portion of a Stock
Option shall be affected by this provision, all or such
portion of the NQSO shall be terminated.

8.4	Notwithstanding paragraphs 8.1 and 8.3 of this
Section 8, the Committee may, by unanimous vote and
resolution, unilaterally revoke the benefits of the above
provisions; provided, however, that such vote is taken no
later than ten business days following public announcement
of the intent of an offer or the change of control, whichever
occurs earlier.

9.	Amendment and Termination of Plan

9.1	The Board may at any time, and from time to time,
suspend or terminate the Plan in whole or in part or amend
it from time to time in such respects as the Board may deem
appropriate and in the best interest of the Company.

9.2	No amendment, suspension or termination of this Plan
shall, without the Optionee's consent, alter or impair any
of the rights or obligations under any Stock Option
theretofore granted to him under the Plan.

9.3	The Board may amend the Plan, subject to the
limitations cited above, in such manner as it deems necessary
to permit the granting of Stock Options meeting the
requirements of future amendments or issued regulations, if
any, to the Code.

9.4	No NQSO may be granted during any suspension of the
Plan or after termination of the Plan.

10.	Government and Other Regulations

10.1	The obligation of the Company to issue, transfer
and deliver Common Shares for Stock Options exercised under
the Plan shall be subject to all applicable laws, regulations,
rules, orders and approval which shall then be in effect and
required by the relevant stock exchanges on which the Common
Shares are traded and by government entities as set forth
below or as the Committee in its sole discretion shall deem
necessary or advisable.  Specifically, in connection with
the Securities Act of 1933, as amended, upon exercise of any
Stock Option, the Company shall not be required to issue
Common Shares unless the Committee has received evidence
satisfactory to it to the effect that the Optionee will not
transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of
counsel satisfactory to the Company has been received by the
Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall
be final, binding and conclusive.  The Company may, but shall
in no event be obligated to, take any other affirmative action
in order to cause the exercise of a Stock Option or the
issuance of Common Shares pursuant thereto to comply with
any law or regulation of any government authority.

11.	Miscellaneous Provisions

11.1	No person shall have any claim or right to be
granted a Stock Option or Common Stock under the Plan, and
the grant of an NQSO or Common Stock under the Plan shall
not be construed as giving an Optionee or Common Stockholder
the right to be retained by the Company.  Furthermore, the
Company expressly reserves the right at any time to terminate
its relationship with an Optionee with or without cause, free
from any liability, or any claim under the Plan, except as
provided herein, in an option agreement, or in any agreement
between the Company and the Optionee.

11.2	Any expenses of administering this Plan shall be
borne by the Company.

11.3	The payment received from Optionee from the
exercise of Stock Options under the Plan shall be used for
the general corporate purposes of the Company.

11.4	The place of administration of the Plan shall be
in the State of Nevada, and the validity, construction,
interpretation, administration and effect of the Plan and
of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of
the State of Nevada.

11.5	Without amending the Plan, grants may be made to
persons who are foreign nationals or employed outside the
United States, or both, on such terms and conditions,
consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Committee,
be necessary or desirable to create equitable opportunities
given differences in tax laws in other countries.

11.6	In addition to such other rights of
indemnification as they may have as members of the Board or
the Committee, the members of the Committee shall be
indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action,
suit or proceeding to which they or any of them may be party
by reason of any action taken or failure to act under or in
connection with the Plan or any Stock Option granted
thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid
by them in satisfaction of a judgment in any such action,
suit or proceeding, except a judgment based upon a finding
of bad faith;  provided that upon the institution of any such
action, suit or proceeding a Committee member shall, in
writing, give the Company notice thereof and an opportunity,
at its own expense, to handle and defend the same, with counsel
acceptable to the Optionee,  before such Committee member
undertakes to handle and defend it on his own behalf.

11.7	Stock Options may be granted under this Plan from
time to time, in substitution for stock options held by
employees of other corporations who are about to become
employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company
or the acquisition by the Company of the assets of the
employing corporation or the acquisition by the Company of
stock of the employing corporation as a result of which it
becomes a subsidiary of the Company.  The terms and
conditions of such substitute stock options so granted may
vary from the terms and conditions set forth in this Plan
to such extent as the Board of Directors of the Company at
the time of grant may deem appropriate to conform, in whole
or in part, to the provisions of the stock options in
substitution for which they are granted, but no such
variations shall be such as to affect the status of any such
substitute stock options as a stock option under Section 422A
of the Code.

11.8	Notwithstanding anything to the contrary in the
Plan, if the Committee finds by a majority vote, after full
consideration of the facts presented on behalf of both the
Company and the Optionee, that the Optionee has been engaged
in fraud, embezzlement, theft, insider trading in the
Company's stock, commission of a felony or proven dishonesty
in the course of his association with the Company or any
subsidiary corporation which damaged the Company or any
subsidiary corporation, or for disclosing trade secrets of
the Company or any subsidiary corporation, the Optionee shall
forfeit all unexercised Stock Options and all exercised
NQSO's under which the Company has not yet delivered the
certificates and which have been earlier granted to the
Optionee by the Committee.  The decision of the Committee as
to the cause of an Optionee's discharge and the damage done
to the Company shall be final.  No decision of the Committee,
however, shall affect the finality of the discharge of such
Optionee by the Company or any subsidiary corporation in any
manner.

12.	Written Agreement

12.1	Each Stock Option granted hereunder shall be
embodied in a written Stock Option Agreement which shall be
subject to the terms and conditions prescribed above and
shall be signed by the Optionee and by the Chairman of the
Company, for and in the name and on behalf of the Company.
Such Stock Option Agreement shall contain such other
provisions as the Committee, in its discretion shall deem
advisable.






Number of Shares: 	       	   Date of Grant:

            FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

	AGREEMENT made this        day of 	 20___,
between		 (the "Optionee"), and China YouTV Corp. (the
"Company").

	1.	Grant of Option

	The Company, pursuant to the provisions of the 2009
Non-Qualified Stock Compensation Plan (the "Plan"), adopted
by the Board of Directors on April 8, 2009, the Company hereby
grants to the Optionee, subject to the terms and conditions set
forth or incorporated herein, an option to purchase from the
Company all or any part of an aggregate of 	 shares of its
$.00001 par value common stock, as such common stock is now
constituted, at the purchase price of $	__ per share.  The
provisions of the Plan governing the terms and conditions of
the Option granted hereby are incorporated in full herein by
reference.

	2.	Exercise

	The Option evidenced hereby shall be exercisable in whole
or in part on or after _________ and on or before  ______	,
provided that the cumulative number of shares of common stock
as to which this Option may be exercised (except in the event
of death, retirement, or permanent and total disability, as
provided in paragraph 6.9 of the Plan) shall not exceed the
following amounts:

	Cumulative Number                 Prior to Date
	    of Shares    	           (Not Inclusive of)





The Option evidenced hereby shall be exercisable by the delivery
to and receipt by the Company of (i)  written notice of election
to exercise, in the form set forth in Attachment B hereto,
specifying the number of shares to be purchased;  (ii)
accompanied by payment of the full purchase price thereof in
cash or certified check payable to the order of the Company,
or by fully paid and nonassessable common stock of the Company
properly endorsed over to the Company, or by a combination
thereof, and  (iii)  by return of this Stock Option Agreement
for endorsement of exercise by the Company on Schedule I hereof.
In the event fully paid and nonassessable common stock is
submitted as whole or partial payment for shares to be purchased
hereunder, such common stock will be valued at their Fair Market
Value (as defined in the Plan) on the date such shares received
by the Company are applied to payment of the exercise price.



	3.	Transferability

		The Option evidenced hereby is not assignable or
transferable by the Optionee other than by the Optionee's will
or by the laws of descent and distribution, as provided in
paragraph 6.9 of the Plan.  The Option shall be exercisable only
by the Optionee during his lifetime.

            China YouTV Corp.


By_________________________
Name:

ATTEST:					 Title:




Secretary

 Optionee hereby acknowledges receipt of a copy of the Plan,
attached hereto and accepts this Option subject to each and every
term and provision of such Plan.  Optionee hereby agrees to
accept as binding, conclusive and final, all decisions or
interpretations of the Board of Directors administering the Plan
on any questions arising under such Plan.  Optionee recognizes
that if Optionee's employment with the Company or any subsidiary
thereof shall be terminated without cause, or by the Optionee,
prior to completion or satisfactory performance by Optionee
(except as otherwise provided in paragraph 6 of the Plan) all
of the Optionee's rights hereunder shall thereupon terminate;
and that, pursuant to paragraph 6 of the Plan, this Option may
not be exercised while there is outstanding to Optionee any
unexercised Stock Option granted to Optionee before the date
of grant of this Option.

Dated:


Optionee: ______________


Print Name: ____________

Address: _______________

______________________

Social Security No.:_______________


ATTACHMENT B

NOTICE OF EXERCISE



To:	China YouTV Corp.



            (1)	The undersigned hereby elects to purchase
________ shares of Common Shares (the "Common Shares"), of
China YouTV Corp. pursuant to the terms of the attached
Non-Qualified Stock Option Agreement, and tenders herewith
payment of the exercise price in full, together with all
applicable transfer taxes, if any.
            (2)	Please issue a certificate or certificates
representing said shares of Common Shares in the name of the
undersigned or in such other name as is specified below:

			_______________________________
			(Name)

			_______________________________
			(Address)

			_______________________________




Dated:


______________________________
Signature



Optionee:              		Date of Grant:












	SCHEDULE I



DATE

SHARES PURCHASED
PAYMENT
RECEIVED

UNEXERCISED
SHARES
REMAINING

ISSUING
OFFICER
INITIALS





































































EXHIBIT 23.1	  CONSENT OF AARON D. MCGEARY

The McGeary Law Firm, P.C.
405 Airport Fwy., Suite 5
Bedford, TX 76021
(817)-282-5885

May 19, 2009


Board of Directors
China YouTV Corp.
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027

 Re:  Form S-8 Registration Statement; Opinion of
Counsel

Dear Members of the Board:

We consent to the use of our opinion as an exhibit to the
Form S-8 Registration Statement and to the reference to
this firm in any prospectus which is incorporated by
reference into and made a part of the Registration
Statement.

              Very truly yours,


      		 /s/ Aaron D. McGeary
		Aaron D. McGeary















EXHIBIT 23.2    CONSENT OF MICHAEL T. STUDER CPA P.C.

June 4, 2009

Board of Directors
China YouTV Corp.
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027

Gentlemen:

We have issued our report dated September 26, 2008 accompanying
the balance sheet of China YouTV Corp. as of June 30, 2008 and
2007, and the related statements of operations, stockholders'
equity and cash flows for the years then ended, which is
incorporated by reference in this Form S-8 Registration
Statement.  We consent to the incorporation by reference in
the Registration Statement of the aforementioned report, and
the reference of our firm under the heading "Interests of Named
Experts and Counsel".

Sincerely,

/s/ Michael T. Studer
Michael T. Studer CPA P.C.
Freeport, New York, USA



EXHIBIT 99.1 - Nevada Revised Statutes Section 7502

NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS: GENERAL
PROVISIONS.

     1. A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
the action, suit or proceeding if he:

     (a) Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, does not,
of itself, create a presumption that the person is liable
pursuant to NRS 78.138 or did not act in good faith and in
a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, or that, with
respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     2. A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including
amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense
or settlement of the action or suit if he:

     (a) Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of
the corporation.  Indemnification may not be made for any
claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction, after
exhaustion of all appeals there from, to be liable to the
corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as
the court deems proper.

     3. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, the corporation shall indemnify him
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

     (Added to NRS by 1997, 694; A 2001, 3175)









10
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{"company-data": {"conformed-name": "CHINA YOUTV CORP.", "cik": "0001329136", "assigned-sic": "1000", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-159967", "film-number": "09890590"}, "business-address": {"street1": "8/F, MERRILL LYNCH TOWER", "street2": "JI 2, GONGTIDONGLU", "city": "BEIJING", "state": "F4", "zip": "100027", "phone": "861059212300"}, "mail-address": {"street1": "8/F, MERRILL LYNCH TOWER", "street2": "JI 2, GONGTIDONGLU", "city": "BEIJING", "state": "F4", "zip": "100027"}, "former-company": [{"former-conformed-name": "CHINA YOU TV CORP.", "date-changed": "20070320"}, {"former-conformed-name": "China YouTV Corp.", "date-changed": "20070320"}, {"former-conformed-name": "ADMAX RESOURCES INC.", "date-changed": "20050603"}]}
CHINA YOUTV CORP.

FORM S-8/A
(Securities Registration : Employee Benefit Plan)

File 06/12/2009

	Telephone			(8610) 5921-2300
	CIK				0001329136
	Symbol				CYTV
	SIC Code			1000  Metal Mining
	Industry			Gold & Silver
	Sector				Basic Materials
	Fiscal Year			06/30

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

China YouTV Corp.
(Exact name of Registrant as specified in its charter)

     Nevada            					 N/A

State or other jurisdiction of incorporation or     IRS Employer No.
organization)Identification

8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027

(Address of Principal Executive Offices, including ZIP Code)

2009 Non-Qualified Stock and Stock Option Plan
(Full title of the plan)

John Sadowski, Chief Executive Officer
China YouTV Corp.
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027
 (Name and address of agent for service)

(8610) 5921-2300
 (Telephone number, including area code, of agent for service)

Aaron D. McGeary
The McGeary Law Firm, P.C.
405 Airport Fwy., Suite 5
Bedford, TX 76021
------------------------------
(Communications To)
CALCULATION OF REGISTRATION FEE

Title of Securities	Amount of Shares		Proposed Max Offering
To be registered	to be registered		Price per share

$.00001 par value	15,000,000			$0.0155 (1)
common stock

Proposed Max. Aggregate		Amount of
Offering Price			Registration Fee

$232,500			$12.97

(1)
This calculation is made solely for the purposes of determining
the registration fee pursuant to the provisions of Rule 457(c)
under the Securities Act of 1933, as amended, and is calculated
on the basis of the average of the high and low prices reported
on the OTC Bulletin Board on May 1, 2009.

PROSPECTUS

China YouTV Corp.

15,000,000 Shares of Common Stock

       This prospectus relates to the offer and sale by China YouTV
Corp., a Nevada corporation ("CYTV"), of shares of its $.00001
par value per share common stock to employees, directors, officers,
consultants, advisors and other persons associated with CYTV
pursuant to the 2009 Non-Qualified Stock and Stock Option Plan (the
"Stock Plan"). Pursuant to the Stock Plan, CYTV is registering
hereunder and then issuing, upon receipt of adequate consideration
therefore, 15,000,000 shares of common stock.

       The common stock is not subject to any restriction on
transferability. Recipients of shares other than persons who are
"affiliates" of CYTV within the meaning of the Securities Act of
1933 (the "Act") may sell all or part of the shares in any way
permitted by law, including sales in the over-the-counter market at
prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of CYTV
or any one of its subsidiaries. An "affiliate" of CYTV is subject
to Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The common stock is traded on the OTC Bulletin
Board under the symbol "CYTV."

These Securities Have Not Been Approved Or Disapproved By The
Securities And Exchange Commission Nor Has The Commission Passed Upon
The Accuracy Or Adequacy Of This Prospectus. Any Representation To
The Contrary Is A Criminal Offense.

The date of this prospectus is May 1, 2009

       This prospectus is part of a registration statement which was
filed and became effective under the Securities Act of 1933, as
amended (the "Securities Act"), and does not contain all of the
information set forth in the registration statement, certain
portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange
Commission (the "Commission") under the Securities Act. The
statements in this prospectus as to the contents of any contract or
other documents filed as an exhibit to either the registration
statement or other filings by CYTV with the Commission are qualified
in their entirety by reference thereto.

       A copy of any document or part thereof incorporated by reference
in this prospectus but not delivered herewith will be furnished
without charge upon written or oral request. Requests should be
addressed to: China YouTV Corp.,
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East, Beijing, China 100027.
CYTV's telephone number is 86-10-5921-2300.

	CYTV is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission.
These reports, as well as the proxy statements and other information
filed by CYTV under the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 100
F Street, N.E., Washington D.C. 20549. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission

       No person has been authorized to give any information or to
make any representation, other than those contained in this
prospectus, and, if given or made, such other information or
representation must not be relied upon as having been authorized by
CYTV This prospectus does not constitute an offer or a solicitation
by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it
is unlawful to make an offer or solicitation.

       Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has not been a change in the affairs of CYTV since the
date hereof.

TABLE OF CONTENTS

Information Required in the Section 10(a)
Prospectus
5

Item 1. The Plan Information
5-7

Item 2. Registrant Information and Employee Plan
Annual Information
8

Information Required in the Registration
Statement
8

Item 3. Incorporation of Documents by
Reference
8

Item 4. Description of Securities
8

Item 5. Interests of Named Experts and Counsel
8

Item 6. Indemnification of Directors and
Officers
8-9

Item 7. Exemption from Registration Claimed
9

Item 8. Exhibits
9

Item 9. Undertakings
10-11

Signatures
12

PART 1

INFORMATION REQUIRED IN THE SECTION 10(a)

PROSPECTUS

Item 1. The Plan Information.

(a)  General Plan Information

China YouTV Corp. 2009 Stock Incentive Plan as per the 8-K filings on
May 11, 2008.

China YouTV Corp. has its principal executive offices at.8th floor,
MeiLinDaSha, Ji 2, GongTi Road, East, Beijing, China 100027. CYTV's
telephone number is 86-10-5921-2300.

CYTV will issue common stock and common stock upon exercise of options
to employees, directors, officers, consultants, advisors and other
persons associated with CYTV pursuant to the Stock Plan, which has been
approved by the Board of Directors of CYTV. The Stock Plan is intended
to provide a method whereby CYTV may be stimulated by the personal
involvement of its employees, directors, officers, consultants,
advisors and other persons in CYTV's business and future prosperity,
thereby advancing the interests of CYTV and all of its shareholders.
A copy of the Stock Plan has been filed as an exhibit to this registration
statement.

(b)  Securities to be Offered

The Board has authorized the issuance of 15,000,000 shares of the common
stock to certain of the above-mentioned persons upon effectiveness of
this registration statement.

(c)  Employees Who May Participate in the Plan

Senior management team, general partner, consultant and advisor of the
Company and its subsidiaries if any.

(d)  Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered

Purchase of securities pursuant to the plan and payment for securities
offered in accordance to as per Exhibit 10.1 of 8K filed on May 11, 2009.
(e)  Resale Restrictions

In the event that an affiliate of CYTV acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder
has sold or sells any shares of common stock in the six months preceding
or following the receipt of shares hereunder, any so called "profit",
as computed under Section 16(b) of the Exchange Act, would be required
to be disgorged from the recipient to CYTV Services rendered have been
recognized as valid consideration for the "purchase" of shares in
connection with the "profit" computation under Section 16(b) of the
Exchange Act. CYTV has agreed that for the purpose of any "profit"
computation under Section 16(b), the price paid for the common stock
issued to affiliates is equal to the value of services rendered. Shares
of common stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.

(f)  Tax Effects of Plan Participation

The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. A recipient, therefore, will be required for federal income
tax purposes to recognize compensation during the taxable year of
issuance unless the shares are subject to a substantial risk of
forfeiture. Accordingly, absent a specific contractual provision to the
contrary, the recipient will receive compensation taxable at ordinary
rates equal to the fair market value of the shares on the date of receipt
since there will be no substantial risk of forfeiture or other
restrictions on transfer. Each recipient is urged to consult his tax
advisors on this matter.

The amount of income recognized by a recipient hereunder in accordance
with the foregoing discussion will be a tax deductible expense by CYTV
for federal income tax purposes in the taxable year of CYTV during which
the recipient recognizes income

(g)  Investment of Funds

Any cash proceeds received by the Company from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes
and for mineral resource exploration projects.

Item 2. Registrant Information and Employee Plan Annual Information

A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any
document required to be delivered pursuant to Rule 428(b) under the
Securities Act will be furnished without charge upon written or oral
request. Requests should be addressed to: China YouTV Corp., 8th floor,
MeiLinDaSha, Ji 2, GongTi Road, East, Beijing, China 100027, where its
telephone number is 86-10-5921-2300
        .

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following documents filed with the Securities and Exchange
Commission (the "Commission") by China YouTV Corp., a Nevada corporation
(the "Company"), are incorporated herein by reference:

a.
The Company's latest Annual Report on Form 10-KSB for the year
ended June 30, 2008, filed with the Securities and Exchange
Commission;

b.
The reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") since the fiscal year ended June 30, 2008;
and

c.
All other documents filed by the Company after the date of
this registration statement pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this registration statement
which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date
of filing such documents.

Item 4. Description of Securities.

15,000,000 Shares of Common Stock with $0.00001 par value per share will
be offered under CYTV 2009 Stock Incentive Plan.

Item 5. Interests of Named Experts and Counsel.

       The audited balance sheet of CYTV as of June 30, 2008 and the
related statements of operations, stockholders' equity and cash flows
for the year then ended are incorporated by reference in this prospectus
and have been audited by Michael T. Studer CPA P.C., an independent
registered public accounting firm. The incorporation by reference
herein of such financial statements is in reliance upon the authority
of said firm as experts in auditing and accounting.

       The McGeary Law Firm, P.C. has rendered an opinion on the validity
of the securities being registered. Neither Mr.Aaron D. McGeary nor The
McGeary Law Firm, P.C. are affiliate of CYTV.

Item 6. Indemnification of Directors and Officers.

    Under Nevada law, a corporation may indemnify its directors,
officers, employees and agents under certain circumstances, including
indemnification of such persons against liability under the Securities
Act of 1933, as amended. In addition, a corporation may purchase or
maintain insurance on behalf of its directors, officers, employees or
agents for any liability incurred by him in such capacity, whether or
not the corporation has the authority to indemnify such person. A true
and correct copy of Section 78.7502 of Nevada Revised Statutes that
addresses indemnification of directors, officers, employees and agents
is attached as Exhibit 99.1.

       Article IX of the CYTV's By-Laws provides, among other things,
that a Director, Trustee, Officer, employee or agent of the Corporation,
or a person who is or was serving at the request of the Corporation as
a Director, Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, is entitled to
be indemnified (other than an action by or in the right of the Corporation)
from and against expenses (including attorneys' fees), judgment, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable cause
to believe such person's conduct was unlawful.

   The effect of these provisions may be to eliminate the rights
of CYTV and its stockholders (other than through stockholder derivative
suits on behalf of CYTV) to recover monetary damages against a director,
officer, employee or agent for breach of fiduciary duty.

       Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be provided for directors,
officers, employees, agents or persons controlling an issuer pursuant
to the foregoing provisions, the opinion of the Commission is that such
indemnification is against public policy as expressed in the Securities
Act of 1933, as amended, and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

       Not applicable.

Item 8. Exhibits.

(a)
The following exhibits are filed as part of this
registration statement pursuant to Item 601 of the
Regulation S-K and are specifically incorporated herein
by reference:

Exhibit No.  Title

5.1    Legal opinion of The McGeary Law Firm, P.C.

10.1  2009 Non-Qualified Stock Compensation Plan

23.1  Consent of Aaron D. McGeary

23.2  Consent of Michael T. Studer CPA P.C

99.1  Section 78.7502 of the Nevada Revised Statutes addressing
indemnification

Item 9. Undertakings. The undersigned registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to:

(i)
include any prospectus required by Section 10(a)(3)
of the Securities Act;

(ii)
reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the registration
statement;

(iii)
include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

(2)
That, for the purpose of determining any liability pursuant to
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
offered at that time shall be deemed to be the initial bona fide
offering thereof.

(3)
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(4)
To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus
to provide such interim financial information.

(5)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of registrant pursuant to the foregoing provisions, or otherwise,
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by registrant of expenses incurred or paid by a director,
officer or controlling person of registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

       The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of registrant's annual report pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Beijing of the
People's Republic of China, on May 21, 2009.

China YouTV Corp.

Date: May 21, 2009
By:
/s/  John Sadowski

John Sadowski

Title: Chief Executive Officer

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

      Signatures			Title			Date

/s/  John Sadowski	President, Chief Executive Officer	May 21, 2009
John Sadowski		and Director

/s/  Michael Lee	Secretary, Chief Financial Officer	May 21, 2009
Michael Lee		and Director

EXHIBIT 5.1  LEGAL OPINION OF AARON D. MCGEARY

The McGeary Law Firm, P.C.
405 Airport Fwy., Suite 5
Bedford, TX 76021
(817)-282-5885

May 19, 2009

Board of Directors
China YouTV Corp.
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027

Re:  Form S-8 Registration Statement; Opinion of
Counsel

Dear Members of the Board:

You have requested our opinion with respect to certain matters
in connection with China YouTV Corp.'s (the "Company")
filing of a registration statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange
Commission covering the offering of an aggregate of
15,000,000 shares of the Company's common stock, $.00001 par
value (the "Shares"), pursuant to the 2009 Non-Qualified
Stock Compensation Plan (the "Stock Plan").

In connection with this opinion, we have examined the
Registration Statement and such other documents, records,
certificates, memoranda and other instruments as we deemed
necessary for the basis of this opinion. We have assumed the
genuineness and authenticity of all documents submitted to
us as originals and the conformity to originals of all
documents submitted to us as copies and the due execution
and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, I
am of the opinion that the Shares, when sold and issued in
accordance with the Stock Plan and the Registration Statement
and related prospectus, will be validly issued, fully paid
and non-assessable. The opinion expressed herein is limited
to matters involving the federal laws of the United States
and to the corporate laws of the State of Nevada, and I express
no opinion as to the effect on the matters covered by this
opinion of the laws of any other jurisdiction. The opinion
expressed herein is specifically limited to the status of
shares issued in the event the registration statement is
deemed effective and the Company has fully complied with the
requirements under Form S-8.
The opinion expressed herein is rendered solely for your
benefit in connection with the transaction described herein.
Except as otherwise provided herein, this opinion may not
be used or relied upon by any person, nor may this letter
or any copies thereof be furnished to a third party, filed
with a governmental agency, quoted, cited or otherwise
referred to without my prior written consent.

                            Very truly yours,

			    /s/ Aaron D. McGeary

				Aaron D. McGeary

EXHIBIT 10.1   2009 Non-Qualified Stock Compensation Plan

2009 Non-Qualified Stock Compensation Plan

1.	Purpose of Plan

1.1	This 2009 Non-Qualified Stock Compensation Plan (the
"Plan") of China YouTV Corp., a Nevada corporation (the
"Company") for employees, directors, officers, consultants,
advisors and other persons associated with the Company, is
intended to advance the best interests of the Company by
providing those persons who have a substantial
responsibility for its management and growth with additional
incentive and by increasing their proprietary interest in
the success of the Company, thereby encouraging them to
maintain their relationships with the Company.  Further, the
availability and offering of stock options and common stock
under the Plan supports and increases the Company's ability
to attract and retain individuals of exceptional talent upon
whom, in large measure, the sustained progress, growth and
profitability of the Company depends.

2.	Definitions

2.1	For Plan purposes, except where the context might
clearly indicate otherwise, the following terms shall have
the meanings set forth below:

	"Board" shall mean the Board of Directors of the
Company.

	"Committee" shall mean the Compensation Committee, or
such other committee appointed by the Board, which shall be
designated by the Board to administer the Plan, or the Board
if no committees have been established.  The Committee shall
be composed of two or more persons as from time to time are
appointed to serve by the Board.  Each member of the Committee,
while serving as such, shall be a disinterested person with
the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934.

	"Common Shares" shall mean the Company's Common Shares,
$.00001 par value per share, or, in the event that the
outstanding Common Shares are hereafter changed into or
exchanged for different shares of securities of the Company,
such other shares or securities.

	"Company" shall mean China YouTV Corp., a Nevada
Corporation, and any parent or subsidiary corporation of CYTV,
as such terms are defined in Sections 425(e) and 425(f),
respectively, of the Code.

	"Fair Market Value" shall mean, with respect to the date
a given stock option is granted or exercised, the average
of the highest and lowest reported sales prices of the Common
Shares, as reported by such responsible reporting service
as the Committee may select, or if there were not transactions
in the Common Shares on such day, then the last preceding
day on which transactions took place.  The above withstanding,
the Committee may determine the Fair Market Value in such
other manner as it may deem more equitable for Plan purposes
or as is required by applicable laws or regulations.

	"Optionee" shall mean an employee of the company who
has been granted one or more Stock Options under the Plan.

	"Common Stock" shall mean shares of common stock which
are issued by the Company pursuant to Section 5, below.

    "Common Stockholder" means the employee of, consultant
to, or director of the Company or other person to whom shares
of Common Stock are issued pursuant to this Plan.

	"Common Stock Agreement" means an agreement executed
by a Common Stockholder and the Company as contemplated by
Section 5, below, which imposes on the shares of Common Stock
held by the Common Stockholder such restrictions as the
Board or Committee deem appropriate.

	"Stock Option" or "Non-Qualified Stock Option" or
"NQSO" shall mean a stock option granted pursuant to the
terms of the Plan.

	"Stock Option Agreement" shall mean the agreement
between the Company and the Optionee under which the Optionee
may purchase Common Shares hereunder.

3.	Administration of the Plan

3.1	The Committee shall administer the Plan and
accordingly, it shall have full power to grant Stock Options
and Common Stock, construe and interpret the Plan, establish
rules and regulations and perform all other acts, including
the delegation of administrative responsibilities, it
believes reasonable and proper.

3.2	The determination of those eligible to receive Stock
Options and Common Stock, and the amount, type and timing
of each grant and the terms and conditions of the respective
stock option agreements and Common Stock Agreements shall
rest in the sole discretion of the Committee, subject to the
provisions of the Plan.

3.3	The Committee may cancel any Stock Options awarded
under the Plan if an Optionee conducts himself in a manner
which the Committee determines to be inimical to the best
interest of the Company, as set forth more fully in paragraph
8 of Article 11 of the Plan.

3.4	The Board, or the Committee, may correct any defect,
supply any omission or reconcile any inconsistency in the
Plan, or in any granted Stock Option, in the manner and to
the extent it shall deem necessary to carry it into effect.

3.5	Any decision made, or action taken, by the Committee
or the Board arising out of or in connection with the
interpretation and administration of the Plan shall be final
and conclusive.

3.6	The Committee shall, in its discretion, have the power
to issue Common Shares to holders of non-qualified incentive
stock option agreements which are outstanding as of the date
hereof , pursuant to the terms of those option agreements.

3.7	Meetings of the Committee shall be held at such times
and places as shall be determined by the Committee.  A
majority of the members of the Committee shall constitute
a quorum for the transaction of business, and the vote of
a majority of those members present at any meeting shall
decide any question brought before that meeting.  In addition,
the Committee may take any action otherwise proper under the
Plan by the affirmative vote, taken without a meeting, of
a majority of its members.

3.8	No member of the Committee shall be liable for any
act or omission of any other member of the Committee or for
any act or omission on his own part, including, but not limited
to, the exercise of any power or discretion given to him under
the Plan, except those resulting from his own gross
negligence or willful misconduct.

3.9	The Company, through its management, shall supply
full and timely information to the Committee on all matters
relating to the eligibility of Optionees, their duties and
performance, and current information on any Optionee's death,
retirement, disability or other termination of association
with the Company, and such other pertinent information as
the Committee may require.  The Company shall furnish the
Committee with such clerical and other assistance as is
necessary in the performance of its duties hereunder.

4.	Shares Subject to the Plan

4.1	The total number of shares of the Company available
for grants of Stock Options and Common Stock under the Plan
shall be 15,000,000 Common Shares, subject to adjustment in
accordance with Article 7 of the Plan, which shares may be
either authorized but unissued or reacquired Common Shares
of the Company.

4.2	If a Stock Option or portion thereof shall expire or
terminate for any reason without having been exercised in
full, the unpurchased shares covered by such NQSO shall be
available for future grants of Stock Options.

5.	Award of Common Stock

5.1	The Board or Committee from time to time, in its
absolute discretion, may (a) award Common Stock to
employees of, consultants to, and directors of the Company,
and such other persons as the Board or Committee may select,
and (b) permit Holders of Options to exercise such Options
prior to full vesting therein and hold the Common Shares
issued upon exercise of the Option as Common Stock.  In
either such event, the owner of such Common Stock shall hold
such stock subject to such vesting schedule as the Board
or Committee may impose or such vesting schedule to which
the Option was subject, as determined in the discretion of
the Board or Committee.

5.2	Common Stock shall be issued only pursuant to
a Common Stock Agreement, which shall be executed by the
Common Stockholder and the Company and which shall contain
such terms and conditions as the Board or Committee shall
determine consistent with this Plan, including such
restrictions on transfer as are imposed by the Common Stock
Agreement.

5.3	Upon delivery of the shares of Common Stock to
the Common Stockholder, below, the Common Stockholder shall
have, unless otherwise provided by the Board or Committee,
all the rights of a stockholder with respect to said shares,
subject to the restrictions in the Common Stock Agreement,
including the right to receive all dividends and other
distributions paid or made with respect to the Common Stock.

 5.4.	Notwithstanding anything in this Plan or any
Common Stock Agreement to the contrary, no Common
Stockholders may sell or otherwise transfer, whether or not
for value, any of the Common Stock prior to the date on which
the Common Stockholder is vested therein.

 5.5	All shares of Common Stock issued under this Plan
(including any shares of Common Stock and other securities
issued with respect to the shares of Common Stock as a result
of stock dividends, stock splits or similar changes in the
capital structure of the Company) shall be subject to such
restrictions as the Board or Committee shall provide, which
restrictions may include, without limitation, restrictions
concerning voting rights, transferability of the Common
Stock and restrictions based on duration of employment with
the Company, Company performance and individual
performance; provided that the Board or Committee may, on
such terms and conditions as it may determine to be
appropriate, remove any or all of such restrictions.
Common Stock may not be sold or encumbered until all
applicable restrictions have terminated or expire.  The
restrictions, if any, imposed by the Board or Committee or
the Board under this Section 5 need not be identical for
all Common Stock and the imposition of any restrictions with
respect to any Common Stock shall not require the imposition
of the same or any other restrictions with respect to any
other Common Stock.

5.6	Each Common Stock Agreement shall provide that
the Company shall have the right to repurchase from the
Common Stockholder the unvested Common Stock upon a
termination of employment, termination of directorship or
termination of a consultancy arrangement, as applicable,
at a cash price per share equal to the purchase price paid
by the Common Stockholder for such Common Stock.

 5.7	In the discretion of the Board or Committee, the
Common Stock Agreement may provide that the Company shall
have the a right of first refusal with respect to the Common
Stock and a right to repurchase the vested Common Stock upon
a termination of the Common Stockholder's employment with
the Company, the termination of the Common Stockholder's
consulting arrangement with the Company, the termination
of the Common Stockholder's service on the Company's Board,
or such other events as the Board or Committee may deem
appropriate.

 5.8	The Board or Committee shall cause a legend or
legends to be placed on certificates representing shares
of Common Stock that are subject to restrictions under
Common Stock Agreements, which legend or legends shall make
appropriate reference to the applicable restrictions.

6.	Stock Option Terms and Conditions

6.1	Consistent with the Plan's purpose, Stock Options may
be granted to non-employee directors of the Company or other
persons who are performing or who have been engaged to perform
services of special importance to the management, operation
or development of the Company.

6.2	All Stock Options granted under the Plan shall be
evidenced by agreements which shall be subject to applicable
provisions of the Plan, and such other provisions as the
Committee may adopt, including the provisions set forth in
paragraphs 2 through 11 of this Section 6.

6.3	All Stock Options granted hereunder must be granted
within ten years from the earlier of the date of this Plan
is adopted or approved by the Company's shareholders.

6.4	No Stock Option granted to any employee or 10%
Shareholder shall be exercisable after the expiration of ten
years from the date such NQSO is granted.  The Committee, in
its discretion, may provide that an Option shall be
exercisable during such ten year period or during any lesser
period of time.

	The Committee may establish installment exercise
terms for a Stock Option such that the NQSO becomes fully
exercisable in a series of cumulating portions.  If an
Optionee shall not, in any given installment period, purchase
all the Common Shares which such Optionee is entitled to
purchase within such installment period, such Optionee's
right to purchase any Common Shares not purchased in such
installment period shall continue until the expiration or
sooner termination of such NQSO.  The Committee may also
accelerate the exercise of any NQSO.  However, no NQSO, or
any portion thereof, may be exercisable until thirty (30)
days following date of grant ("30-Day Holding Period.").

6.5	A Stock Option, or portion thereof, shall be exercised
by delivery of (i)  a written notice of exercise of the
Company specifying the number of common shares to be
purchased, and (ii)  payment of the full price of such Common
Shares, as fully set forth in paragraph 6 of this Section
6.

	No NQSO or installment thereof shall be exercisable
except with respect to whole shares, and fractional share
interests shall be disregarded.  Not less than 100 Common
Shares may be purchased at one time unless the number
purchased is the total number at the time available for
purchase under the NQSO.  Until the Common Shares represented
by an exercised NQSO are issued to an Optionee, he shall have
none of the rights of a shareholder.

6.6	The exercise price of a Stock Option, or portion
thereof, may be paid:

	A.	In United States dollars, in cash or by
cashier's check, certified check, bank draft or money order,
payable to the order of the Company in an amount equal to
the option price;  or

	B.	At the discretion of the Committee, through
the delivery of fully paid and nonassessable Common Shares,
with an aggregate Fair Market Value on the date the NQSO is
exercised equal to the option price, provided such tendered
Shares have been owned by the Optionee for at least one year
prior to such exercise;  or

	C.	By a combination of both A and B above.

       D.	A Stock Option, or a portion thereof, may also
be exercised by means of a
"cashless exercise" in which Optionee shall be entitled
to receive a certificate for the number of Common Shares
equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:

(A) =	the closing price on the trading day
preceding the date of such election;
(B) =	the exercise price of a Stock Option, as
adjusted; and
(X) =	the number of Common Shares issuable upon
exercise of a Stock Option in accordance with
the terms of the Stock Option.
	The Committee shall determine acceptable methods for
tendering Common Shares as payment upon exercise of a Stock
Option and may impose such limitations and prohibitions on
the use of Common Shares to exercise an NQSO as it deems
appropriate.

6.7	With the Optionee's consent, the Committee may cancel
any Stock Option issued under this Plan and issue a new NQSO
to such Optionee.

6.8	Except by will or the laws of descent and distribution,
no right or interest in any Stock Option granted under the
Plan shall be assignable or transferable, and no right or
interest of any Optionee shall be liable for, or subject to,
any lien, obligation or liability of the Optionee.  Stock
Options shall be exercisable during the Optionee's lifetime
only by the Optionee or the duly appointed legal
representative of an incompetent Optionee.

6.9	If the Optionee shall die while associated with the
Company or within three months after termination of such
association, the personal representative or administrator
of the Optionee's estate or the person(s) to whom an NQSO
granted hereunder shall have been validly transferred by such
personal representative or administrator pursuant to the
Optionee's will or the laws of descent and distribution,
shall have the right to exercise the NQSO for one year after
the date of the Optionee's death, to the extent (i)  such NQSO
was exercisable on the date of such termination of employment
by death, and (ii) such NQSO was not exercised, and (iii)
the exercise period may not be extended beyond the expiration
of the term of the Option.

	No transfer of a Stock Option by the will of an
Optionee or by the laws of descent and distribution shall
be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence
as the Committee may deem necessary to establish the validity
of the transfer and the acceptance by the transferee or
transferee of the terms and conditions by such Stock Option.

	In the event of death following termination of the
Optionee's association with the Company while any portion
of an NQSO remains exercisable, the Committee, in its
discretion, may provide for an extension of the exercise
period of up to one year after the Optionee's death but not
beyond the expiration of the term of the Stock Option.

6.10	Any Optionee who disposes of Common Shares
acquired on the exercise of a NQSO by sale or exchange either
(i) within two years after the date of the grant of the NQSO
under which the stock was acquired, or (ii) within one year
after the acquisition of such Shares, shall notify the
Company of such disposition and of the amount realized upon
such disposition.  The transfer of Common Shares may also be
Common by applicable provisions of the Securities Act of 1933,
as amended.

7.	Adjustments or Changes in Capitalization

7.1	In the event that the outstanding Common Shares of
the Company are hereafter changed into or exchanged for a
different number or kind of shares or other securities of
the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend:

	A.	Prompt, proportionate, equitable, lawful and
adequate adjustment shall be made of the aggregate number
and kind of shares subject to Stock Options which may be
granted under the Plan, such that the Optionee shall have
the right to purchase such Common Shares as may be issued
in exchange for the Common Shares purchasable on exercise
of the NQSO had such merger, consolidation, other
reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not
taken place;

	B.	Rights under unexercised Stock Options or
portions thereof granted prior to any such change, both as
to the number or kind of shares and the exercise price per
share, shall be adjusted appropriately, provided that such
adjustments shall be made without change in the total
exercise price applicable to the unexercised portion of such
NQSO's but by an adjustment in the price for each share covered
by such NQSO's; or

	C.	Upon any dissolution or liquidation of the
Company or any merger or combination in which the Company
is not a surviving corporation, each outstanding Stock Option
granted hereunder shall terminate, but the Optionee shall
have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his NQSO in
whole or in part, to the extent that it shall not have been
exercised, without regard to any installment exercise
provisions in such NQSO.

7.2	The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined
solely by the Committee, whose determination as to what
adjustments shall be made and the extent thereof, shall be
final, binding and conclusive.  No fractional Shares shall
be issued under the Plan on account of any such adjustments.

8.	Merger, Consolidation or Tender Offer

8.1	If the Company shall be a party to a binding agreement
to any merger, consolidation or reorganization or sale of
substantially all the assets of the Company, each outstanding
Stock Option shall pertain and apply to the securities and/or
property which a shareholder of the number of Common Shares
of the Company subject to the NQSO would be entitled to receive
pursuant to such merger, consolidation or reorganization or
sale of assets.

8.2	In the event that:

	A.	Any person other than the Company shall
acquire more than 20% of the Common Shares of the Company
through a tender offer, exchange offer or otherwise;

	B.	A change in the "control" of the Company
occurs, as such term is defined in Rule 405 under the
Securities Act of 1933;

	C.	There shall be a sale of all or substantially
all of the assets of the Company;

any then outstanding Stock Option held by an Optionee, who
is deemed by the Committee to be a statutory officer
("Insider") for purposes of Section 16 of the Securities
Exchange Act of 1934 shall be entitled to receive, subject
to any action by the Committee revoking such an entitlement
as provided for below, in lieu of exercise of such Stock Option,
to the extent that it is then exercisable, a cash payment
in an amount equal to the difference between the aggregate
exercise price of such NQSO, or portion thereof, and, (i)
in the event of an offer or similar event, the final offer
price per share paid for Common Shares, or such lower price
as the Committee may determine to conform an option to
preserve its Stock Option status, times the number of Common
Shares covered by the NQSO or portion thereof, or (ii)  in
the case of an event covered by B or C above, the aggregate
Fair Market Value of the Common Shares covered by the Stock
Option, as determined by the Committee at such time.

8.3	Any payment which the Company is required to make
pursuant to paragraph 8.2 of this Section 8 shall be made
within 15 business days, following the event which results
in the Optionee's right to such payment.  In the event of a
tender offer in which fewer than all the shares which are
validly tendered in compliance with such offer are purchased
or exchanged, then only that portion of the shares covered
by an NQSO as results from multiplying such shares by a
fraction, the numerator of which is the number of Common
Shares acquired pursuant to the offer and the denominator
of which is the number of Common Shares tendered in compliance
with such offer shall be used to determine the payment
thereupon.  To the extent that all or any portion of a Stock
Option shall be affected by this provision, all or such
portion of the NQSO shall be terminated.

8.4	Notwithstanding paragraphs 8.1 and 8.3 of this
Section 8, the Committee may, by unanimous vote and
resolution, unilaterally revoke the benefits of the above
provisions; provided, however, that such vote is taken no
later than ten business days following public announcement
of the intent of an offer or the change of control, whichever
occurs earlier.

9.	Amendment and Termination of Plan

9.1	The Board may at any time, and from time to time,
suspend or terminate the Plan in whole or in part or amend
it from time to time in such respects as the Board may deem
appropriate and in the best interest of the Company.

9.2	No amendment, suspension or termination of this Plan
shall, without the Optionee's consent, alter or impair any
of the rights or obligations under any Stock Option
theretofore granted to him under the Plan.

9.3	The Board may amend the Plan, subject to the
limitations cited above, in such manner as it deems necessary
to permit the granting of Stock Options meeting the
requirements of future amendments or issued regulations, if
any, to the Code.

9.4	No NQSO may be granted during any suspension of the
Plan or after termination of the Plan.

10.	Government and Other Regulations

10.1	The obligation of the Company to issue, transfer
and deliver Common Shares for Stock Options exercised under
the Plan shall be subject to all applicable laws, regulations,
rules, orders and approval which shall then be in effect and
required by the relevant stock exchanges on which the Common
Shares are traded and by government entities as set forth
below or as the Committee in its sole discretion shall deem
necessary or advisable.  Specifically, in connection with
the Securities Act of 1933, as amended, upon exercise of any
Stock Option, the Company shall not be required to issue
Common Shares unless the Committee has received evidence
satisfactory to it to the effect that the Optionee will not
transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of
counsel satisfactory to the Company has been received by the
Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall
be final, binding and conclusive.  The Company may, but shall
in no event be obligated to, take any other affirmative action
in order to cause the exercise of a Stock Option or the
issuance of Common Shares pursuant thereto to comply with
any law or regulation of any government authority.

11.	Miscellaneous Provisions

11.1	No person shall have any claim or right to be
granted a Stock Option or Common Stock under the Plan, and
the grant of an NQSO or Common Stock under the Plan shall
not be construed as giving an Optionee or Common Stockholder
the right to be retained by the Company.  Furthermore, the
Company expressly reserves the right at any time to terminate
its relationship with an Optionee with or without cause, free
from any liability, or any claim under the Plan, except as
provided herein, in an option agreement, or in any agreement
between the Company and the Optionee.

11.2	Any expenses of administering this Plan shall be
borne by the Company.

11.3	The payment received from Optionee from the
exercise of Stock Options under the Plan shall be used for
the general corporate purposes of the Company.

11.4	The place of administration of the Plan shall be
in the State of Nevada, and the validity, construction,
interpretation, administration and effect of the Plan and
of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of
the State of Nevada.

11.5	Without amending the Plan, grants may be made to
persons who are foreign nationals or employed outside the
United States, or both, on such terms and conditions,
consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Committee,
be necessary or desirable to create equitable opportunities
given differences in tax laws in other countries.

11.6	In addition to such other rights of
indemnification as they may have as members of the Board or
the Committee, the members of the Committee shall be
indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action,
suit or proceeding to which they or any of them may be party
by reason of any action taken or failure to act under or in
connection with the Plan or any Stock Option granted
thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid
by them in satisfaction of a judgment in any such action,
suit or proceeding, except a judgment based upon a finding
of bad faith;  provided that upon the institution of any such
action, suit or proceeding a Committee member shall, in
writing, give the Company notice thereof and an opportunity,
at its own expense, to handle and defend the same, with counsel
acceptable to the Optionee,  before such Committee member
undertakes to handle and defend it on his own behalf.

11.7	Stock Options may be granted under this Plan from
time to time, in substitution for stock options held by
employees of other corporations who are about to become
employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company
or the acquisition by the Company of the assets of the
employing corporation or the acquisition by the Company of
stock of the employing corporation as a result of which it
becomes a subsidiary of the Company.  The terms and
conditions of such substitute stock options so granted may
vary from the terms and conditions set forth in this Plan
to such extent as the Board of Directors of the Company at
the time of grant may deem appropriate to conform, in whole
or in part, to the provisions of the stock options in
substitution for which they are granted, but no such
variations shall be such as to affect the status of any such
substitute stock options as a stock option under Section 422A
of the Code.

11.8	Notwithstanding anything to the contrary in the
Plan, if the Committee finds by a majority vote, after full
consideration of the facts presented on behalf of both the
Company and the Optionee, that the Optionee has been engaged
in fraud, embezzlement, theft, insider trading in the
Company's stock, commission of a felony or proven dishonesty
in the course of his association with the Company or any
subsidiary corporation which damaged the Company or any
subsidiary corporation, or for disclosing trade secrets of
the Company or any subsidiary corporation, the Optionee shall
forfeit all unexercised Stock Options and all exercised
NQSO's under which the Company has not yet delivered the
certificates and which have been earlier granted to the
Optionee by the Committee.  The decision of the Committee as
to the cause of an Optionee's discharge and the damage done
to the Company shall be final.  No decision of the Committee,
however, shall affect the finality of the discharge of such
Optionee by the Company or any subsidiary corporation in any
manner.

12.	Written Agreement

12.1	Each Stock Option granted hereunder shall be
embodied in a written Stock Option Agreement which shall be
subject to the terms and conditions prescribed above and
shall be signed by the Optionee and by the Chairman of the
Company, for and in the name and on behalf of the Company.
Such Stock Option Agreement shall contain such other
provisions as the Committee, in its discretion shall deem
advisable.

Number of Shares: 	       	   Date of Grant:

            FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

	AGREEMENT made this        day of 	 20___,
between		 (the "Optionee"), and China YouTV Corp. (the
"Company").

	1.	Grant of Option

	The Company, pursuant to the provisions of the 2009
Non-Qualified Stock Compensation Plan (the "Plan"), adopted
by the Board of Directors on April 8, 2009, the Company hereby
grants to the Optionee, subject to the terms and conditions set
forth or incorporated herein, an option to purchase from the
Company all or any part of an aggregate of 	 shares of its
$.00001 par value common stock, as such common stock is now
constituted, at the purchase price of $	__ per share.  The
provisions of the Plan governing the terms and conditions of
the Option granted hereby are incorporated in full herein by
reference.

	2.	Exercise

	The Option evidenced hereby shall be exercisable in whole
or in part on or after _________ and on or before  ______	,
provided that the cumulative number of shares of common stock
as to which this Option may be exercised (except in the event
of death, retirement, or permanent and total disability, as
provided in paragraph 6.9 of the Plan) shall not exceed the
following amounts:

	Cumulative Number                 Prior to Date
	    of Shares    	           (Not Inclusive of)

The Option evidenced hereby shall be exercisable by the delivery
to and receipt by the Company of (i)  written notice of election
to exercise, in the form set forth in Attachment B hereto,
specifying the number of shares to be purchased;  (ii)
accompanied by payment of the full purchase price thereof in
cash or certified check payable to the order of the Company,
or by fully paid and nonassessable common stock of the Company
properly endorsed over to the Company, or by a combination
thereof, and  (iii)  by return of this Stock Option Agreement
for endorsement of exercise by the Company on Schedule I hereof.
In the event fully paid and nonassessable common stock is
submitted as whole or partial payment for shares to be purchased
hereunder, such common stock will be valued at their Fair Market
Value (as defined in the Plan) on the date such shares received
by the Company are applied to payment of the exercise price.

	3.	Transferability

		The Option evidenced hereby is not assignable or
transferable by the Optionee other than by the Optionee's will
or by the laws of descent and distribution, as provided in
paragraph 6.9 of the Plan.  The Option shall be exercisable only
by the Optionee during his lifetime.

            China YouTV Corp.

By_________________________
Name:

ATTEST:					 Title:

Secretary

 Optionee hereby acknowledges receipt of a copy of the Plan,
attached hereto and accepts this Option subject to each and every
term and provision of such Plan.  Optionee hereby agrees to
accept as binding, conclusive and final, all decisions or
interpretations of the Board of Directors administering the Plan
on any questions arising under such Plan.  Optionee recognizes
that if Optionee's employment with the Company or any subsidiary
thereof shall be terminated without cause, or by the Optionee,
prior to completion or satisfactory performance by Optionee
(except as otherwise provided in paragraph 6 of the Plan) all
of the Optionee's rights hereunder shall thereupon terminate;
and that, pursuant to paragraph 6 of the Plan, this Option may
not be exercised while there is outstanding to Optionee any
unexercised Stock Option granted to Optionee before the date
of grant of this Option.

Dated:

Optionee: ______________

Print Name: ____________

Address: _______________

______________________

Social Security No.:_______________

ATTACHMENT B

NOTICE OF EXERCISE

To:	China YouTV Corp.

            (1)	The undersigned hereby elects to purchase
________ shares of Common Shares (the "Common Shares"), of
China YouTV Corp. pursuant to the terms of the attached
Non-Qualified Stock Option Agreement, and tenders herewith
payment of the exercise price in full, together with all
applicable transfer taxes, if any.
            (2)	Please issue a certificate or certificates
representing said shares of Common Shares in the name of the
undersigned or in such other name as is specified below:

			_______________________________
			(Name)

			_______________________________
			(Address)

			_______________________________

Dated:

______________________________
Signature

Optionee:              		Date of Grant:

	SCHEDULE I

DATE

SHARES PURCHASED
PAYMENT
RECEIVED

UNEXERCISED
SHARES
REMAINING

ISSUING
OFFICER
INITIALS

EXHIBIT 23.1	  CONSENT OF AARON D. MCGEARY

The McGeary Law Firm, P.C.
405 Airport Fwy., Suite 5
Bedford, TX 76021
(817)-282-5885

May 19, 2009

Board of Directors
China YouTV Corp.
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027

 Re:  Form S-8 Registration Statement; Opinion of
Counsel

Dear Members of the Board:

We consent to the use of our opinion as an exhibit to the
Form S-8 Registration Statement and to the reference to
this firm in any prospectus which is incorporated by
reference into and made a part of the Registration
Statement.

              Very truly yours,

      		 /s/ Aaron D. McGeary
		Aaron D. McGeary

EXHIBIT 23.2    CONSENT OF MICHAEL T. STUDER CPA P.C.

June 4, 2009

Board of Directors
China YouTV Corp.
8th floor, MeiLinDaSha, Ji 2, GongTi Road, East,
Beijing, China 100027

Gentlemen:

We have issued our report dated September 26, 2008 accompanying
the balance sheet of China YouTV Corp. as of June 30, 2008 and
2007, and the related statements of operations, stockholders'
equity and cash flows for the years then ended, which is
incorporated by reference in this Form S-8 Registration
Statement.  We consent to the incorporation by reference in
the Registration Statement of the aforementioned report, and
the reference of our firm under the heading "Interests of Named
Experts and Counsel".

Sincerely,

/s/ Michael T. Studer
Michael T. Studer CPA P.C.
Freeport, New York, USA

EXHIBIT 99.1 - Nevada Revised Statutes Section 7502

NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS: GENERAL
PROVISIONS.

     1. A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
the action, suit or proceeding if he:

     (a) Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, does not,
of itself, create a presumption that the person is liable
pursuant to NRS 78.138 or did not act in good faith and in
a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, or that, with
respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     2. A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including
amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense
or settlement of the action or suit if he:

     (a) Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of
the corporation.  Indemnification may not be made for any
claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction, after
exhaustion of all appeals there from, to be liable to the
corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as
the court deems proper.

     3. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, the corporation shall indemnify him
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

     (Added to NRS by 1997, 694; A 2001, 3175)

10