Exhibit
10.2

     

    AMENDMENT
TO SHARE PURCHASE AGREEMENT

     

    THIS
AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”) is made as of
October 19, 2009, by and among Pypo Digital Company Limited, an exempted company
organized under the laws of the Cayman Islands (“Purchaser”), Capital Ally
Investments Limited, a private limited company organized under the laws of the
British Virgin Islands (“Capital Ally”), and Arch
Digital Holdings Limited, a private limited company organized under the laws of
the British Virgin Islands (“Arch,” and together with
Capital Ally, “Sellers”).  Each of
Purchaser and Sellers is a “Party” and collectively, the
“Parties.” All terms not
otherwise defined in this Amendment shall have the meanings ascribed to such
terms in the Share Purchase Agreement (as defined below).

     

    WHEREAS,
the Parties have entered into that certain Share Purchase Agreement dated as of
October 2, 2009 (the “Share
Purchase Agreement”);

     

    WHEREAS,
the Parties desire to enter into this Amendment to supplement and amend the
terms of the Share Purchase Agreement to reflect the adjustment of the Purchase
Price.

     

    NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

     

    ARTICLE
I.

     

    AMENDMENTS

     

    Section
1.2 of the Share Purchase Agreement is hereby amended and restated in its
entirety as follows:

     

    Section
1.2            
Purchase Price for
Shares.

     

    (a)           The
purchase price for Sellers for the Shares (the “Purchase Price”) shall be
the lower of:

     

    (i)           An
aggregate of US$22,528,828, or

     

    (ii)           The
Valuation Price (as defined below).

     

    (b)           Subject
to set off and deduction by Purchaser pursuant to Section 4.1 hereof, the
Purchase Price shall be paid to Sellers in a manner mutually acceptable to
Purchaser and Sellers as follows:

     

    (i)           Initial
Payment. On the Closing Date, Purchaser shall pay US$700,000 and US$300,000 to
Capital Ally and Arch, respectively (the “Closing Cash
Payment”).


    
      
         


      

      
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    (ii)           Subsequent
Payment. On or prior to March 31, 2010, Purchaser shall pay the Capital
Ally Remaining Purchase Price (as defined below) and the Arch Remaining Purchase
Price (as defined below) to Capital Ally and Arch, respectively (the “Subsequent Cash
Payment”).

     

    (c)           The
Parties shall, as soon as practicable after the date hereof, appoint an
independent appraiser mutually acceptable to the Parties to assess the fair
value of the Shares, and shall cause such independent appraiser to deliver an
appraisal report or fairness opinion on or prior to December 31, 2009. The fair
value of the Shares determined by the independent appraiser and set forth in its
appraisal report or fairness opinion (the “Valuation Price”) shall be
final, conclusive and binding upon the Parties.

     

    (d)           Certain
definitions. For the purposes hereof,

     

    (i)           “Capital Ally Remaining Purchase Price” shall equal
a) the product of the Purchase Price and 0.6918, minus b) $700,000.

     

    (ii)           “Arch Remaining Purchase Price”
shall equal a) the product of the Purchase Price and 0.3082, minus b)
$300,000.

     

    ARTICLE
II.

    MISCELLANEOUS

     

    Section
2.1                  References.  On
and after the effectiveness of this Amendment, each reference in the Share
Purchase Agreement to “this Agreement,” “hereunder” or words of like import
referring to the Share Purchase Agreement shall mean the Share Purchase
Agreement as amended by this Amendment. Except as expressly modified by this
Amendment, the terms and obligations of the Share Purchase Agreement remain
unchanged and the Share Purchase Agreement shall continue in full force and
effect.

     

    Section
2.2                   Amendment. This
Amendment may be amended, superseded, canceled, renewed or extended, and the
terms hereof may be waived only by a written instrument signed by the
Parties.

     

    Section
2.3                   Governing Law. This
Amendment shall be governed by and construed under the laws of the State of New
York, without regard to the principles of conflicts of law thereof.
 

     

    Section
2.4                  Counterparts.
 This Amendment may be executed by the Parties in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the
same instrument.  Each counterpart may consist of a number of copies
hereof each signed by at least one Party, but together signed by all of
the Parties.

     

    [Signature Page
Follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to Share Purchase
Agreement to be duly executed on the date first above written.

     

    
      
        	
                Purchaser:

              
	 
      
	
                Pypo
      Digital Company Limited

              
	 
      	 
      
	
                By:

              	 
      
	 
      	
                /s/

              
	 
      	
                Name:
      Dongping Fei

              
	 
      	
                Title:
      Director

              
	 
      	 
      
	
                Sellers:

              
	 
      	 
      
	
                Capital
      Ally Investment Limited

              
	 
      	 
      
	
                By:

              	 
      
	 
      	
                /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      
	
                Arch
      Digital Holdings Limited

              
	 
      	 
      
	
                By:

              	 
      
	 
      	
                /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    
      Signature
Page to Amendment to Share Purchase Agreement