Exhibit
      10.10

     

    [Cautionary
      Note: This Agreement has been translated into English from the original Chinese
      language version.] 

     

    Agreement
      of Share Transfer

     

    
      	
              Transferor:

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

            
	 	 
	
              Address:
                

            	
              14th
                Floor, District A, No. 15 Jing Lan Road, Guanghui International Trade
                Center, Zhengzhou, Henan Province, PRC

            
	 	 
	
              Transferee:
                

            	
              Shenzhen
                New Media Consulting Co., Ltd., a Chinese company incorporated under
                the
                laws of PRC, (hereinafter “Party B”)

            
	 	 
	
              Address:
                

            	
              Room
                1915, Sunshine Golf Mansion, Shennan Av., Futian District, Shenzhen,
                PRC.

            


    

     

    
      	1.  	
              Shenzhen
                Media Investment Co., Ltd. (“the Company”) was incorporated under the laws
                of PRC, with registered capital of RMB 36 million. Party A owns 38.19%
                of
                the total equity of the Company (“the
                Shares”);

            


    

     

    
      	2.  	
              Party
                A is willing to transfer the Shares to Party B; Party B is willing
                to take
                the transferred shares;

            


    

     

    
      	3.  	
              Party
                A and Party B have both agreed to enter into this agreement on this
                share
                transfer after fair negotiation.

            


    

     

    
      	1  	
              Shares
                Transfer

            


    

     

    
      	1.1  	
              Party
                A agrees to transfer the Shares according to the terms and conditions
                of
                this agreement; Party B agrees to purchase the Shares from Party
                A
                according to the terms and conditions of this
                agreement.

            


    

     

    
      	1.2  	
              Both
                parties agree, upon signing this agreement, Party B will enjoy all
                the
                legal rights and take responsibilities in connection with the Shares;
                Party A will no longer enjoy any of the legal rights or take
                responsibilities in connection with the Shares. Such legal rights
                and
                responsibilities are defined under the Law of Corporation of PRC
                and the
                Articles of Association of the
                Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	2  	
              Purchase
                Price and Payment Method

            


    

     

    
      	2.1  	
              Both
                parties agreed that the purchase price of transferring the Shares
                is
                RMB27.29 million.

            


    

     

    
      	2.2  	
              Upon
                signing this agreement, Party B shall pay 20% of the purchase price
                to
                Party A which is RMB5.458 million within six months; the rest of
                the
                payment which is RMB21.832 million shall be paid by Party B to Party
                A
                within twenty-four months after this transaction is closed.
                

            


    

     

    
      	3  	
              Effective
                Date

            


    

     

    
      	3.1  	
              The
                agreement becomes effective once it is duly signed by authorized
                persons
                from each party.

            


    

     

    
      	4  	
              Relevant
                Expenses:

            


    

     

    
      	
            	4.1	
              Each
                party shall bear the expenses caused by executing this agreement.
                Both
                parties agree that the Company will bear all the expense related
                to the
                change of business license.

            


    

     

    
      	
            	5.	
              Governing
                Law and Dispute Settlement:

            


    

     

    
      	
            	5.1   
              	
              The
                governing law of this agreement is the laws of PRC.
                

            


    

     

    
      	
            	5.2   
              	
              All
                disputes between the parties arising out of or in connection with
                this
                agreement shall be settled between the parties by
                discussion and mutual accord. If a mutual accord cannot be reached
                between
                the parties, either party may submit the dispute to a court with
                jurisdiction. 

            


    

     

    
      	6.  	
              Others

            


    

     

    
      	6.1  	
              This
                agreement may be amended and supplemented upon bilateral consent.
                Amendments and supplements should be made in a written form and signed
                by
                both parties. The amendments or supplements are an integral part
                of this
                agreement. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	6.2  	
              No
                party may assign, transfer or intend to transfer any rights, benefits
                and
                obligations under this agreement without the written consent from
                the
                other party.

            


    

     

    
      	6.3  	
              This
                agreement constitutes the entire agreement entered into by and between
                both parties regarding this share transfer. Any prior oral or written
                promise, understanding, letter of intent, memorandums or agreements
                by
                both parties shall be superseded by this
                agreement.

            


    

     

    
      	6.4  	
              Upon
                signing this agreement, the safeguarding provision under the Operation
                and
                Management Right Agreement between Shenzhen Media Investment Co.,
                Ltd and
                Sale s and Marketing Publishing House (Article B) shall be
                cancelled.

            


    

     

    
      	
            	6.5	
              Both
                parties agreed that this agreement shall be effective during the
                process
                of changing business license.

            


    

     

    
      
        	
              	6.6	
                This
                  agreement has two copies and one copy for each party. Each copy
                  has the
                  same legal effect.

              


      

    

     

    
      	Transferors:	 	
              Transferee:

            
	Sale and Marketing Publishing
              House	 	Shenzhen New Media Consulting
              Co.,
              Ltd
	(Corporate Seal)	 	(Corporate Seal)
	 	 	 
	
              Date:
                December 21, 2005