Exhibit
      10.2

     

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

    


    Amendment
      to Operation and Management Right Agreement 

     

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

    


    
      	
              (1)

            	
              Party
                A: Sales and Marketing Publishing House was incorporated under the
                law of
                PRC, the registered address is suite A, 14/F, Guanghui International
                Trade
                Center, NO. 15 Jingsan Road, Zhengzhou,
                China.

            


    

     

    
      	(2)	
              Party
                B: Shenzhen Media Investment Co., Ltd is a limited company established
                and
                validly existing according to the law of PRC; its registered address
                is
                5D, Building C, Jinxiu Garden, overseas Chinese town, Nanshan District,
                Shenzhen. PRC. 

            


    

     

    Whereas:

    
      	 	
              1.

            	
              Both
                parties have signed the Operation and Management Right Agreement
                on
                October 23, 2003 (Hereinafter the “Initial
                Agreement”)

            


    

     

    
      	 	
              2.

            	
              Given
                certain concepts in the Initial Agreement lack accuracy, both parties
                agreed to amend certain provisions of the Initial Agreement
                

            


    

    


    
      	 	
              3.

            	
              Through
                negotiation, both parties agreed on the above-mentioned matters with
                regard to the revision of the Initial
                Agreement.

            


    

    


    The
      amended parts of the Initial Agreement as follows:

    


    
      	
              1.

            	
              Amendment
                of the Initial Agreement’s
                title

            


    

    


    Both
      sides agree to revise the Initial Agreement’s title to “Business Contracting
      Agreement”.

    


    


    
      	
              2.

            	
              Amendment
                of the Initial Agreement’s
                preface

            


    

    


    Both
      parties agree to revise the third paragraph of the preface in the Initial
      Agreement as follows:

    


    
      	 	
              2.1

            	
              Amend
                “Party A decided to contract all of its business, operation and management
                right to Party B” to “Party A decided to contract all of its business to
                Party B”;

            


    

    


    
      	 	
              2.2

            	
              Amend
                “Based on mutual agreement between both parties, Party A and Party
                B
                reached an agreement of Operation and Management Right as follows” to
                “Based on mutual agreement by both parties, Party A and Party B reached
                an
                agreement as follows”

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              3.

            	
              Amendment
                of the first cause of the
                agreement

            


    

    


    Upon
      bilateral consent, the first cause is amended to:

    


    “A.
      Party
      A contracts all its business to Party B (hereinafter Party A’s business). The
      term of this agreement is ten years, from November 1, 2003 to October 31,
      2013.


    


    
      	
              4.

            	
              Amendment
                of the second cause of the
                agreement

            


    

    


    Upon
      bilateral consent, the second cause of Initial Agreement is revised as
      follows:

     

    Amend
      “obtain the business, operation and management rights of Party A” to “obtain the
      contractual rights on the business of Party A”.


    


    
      	5.	
              Amendment
                of the third cause of the
                agreement

            


    

    


    Upon
      bilateral consent, the third cause of Initial Agreement is revised as
      follows:

     

    Amend
      “The operation and management rights granted to Party B by Party A include” to
“The contractual rights on the business of Party A that granted to Party B
      include”.


    


    
      	
              6.

            	
               Amendment
                of the fourth cause of the
                agreement

            


    

    


    Upon
      bilateral consent, the fourth cause of Initial Agreement is revised as
      follows:

     

    Amend
      “Terms of payment ” to “Terms of payment of the deposit”


    


    
      	
              7.

            	
               Amendment
                of the fifth cause of the
                agreement

            


    

    


    Upon
      bilateral consent, the fifth cause of Initial Agreement is revised as
      follows:

    


    
      	 	
              7.1

            	
              Amend
                “The management and personnel arrangements of the Operation and Management
                Right” to “The management and the personnel arrangements of the contracted
                business” 

            


    

    


    
      	 	
              7.2

            	
              Amend
                item 1 “After Party A grants Party B with operation and management rights”
                to “After Party A grants Party B contractual rights on the business of
                Party A”

            


    

    


    
      	 	
              7.3

            	
              Amend
                item 2 “be in charge of the operation and management of Party A pursuant
                to this agreement” to “be in charge of the operation and management of the
                business pursuant to this
                agreement”

            


    

     

    
      	8.	
              Amendment
                of the ninth cause of the
                agreement

            


    

    


    Upon
      bilateral consent, the ninth cause of Initial Agreement is revised as
      follows:

    


    
      	 	
              11.1

            	
              Amend
                “all financial and legal liabilities caused/related to debts” to “All
                financial and legal liabilities related to the business of Party
                A”

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              9.

            	
              Amendment
                of the tenth cause of the
                agreement

            


    

    


    Upon
      bilateral consent, the tenth cause of Initial Agreement is revised as
      follows:

    


    
      	 	
              11.2

            	
              Amend
                item 1 “Once the agreement is signed and comes into force, the operation
                and management right granted to Party B is sole, exclusive and
                unseverable,” to “Once the agreement is signed and comes into force,
                unless approved by the shareholders' meeting or the board of directors
                of
                Party B, the contractual rights on Party A’s business is sole, exclusive
                and non-transferable,”

            


    

    


    
      	 	
              11.3

            	
              Amend
                item 2 “If, during the term of the agreement, Party B terminates the
                agreement without a reasonable cause or transfers this operation
                and
                management right to a third party without Party A’s consent” to “If,
                during the term of the agreement, Party B terminates the agreement
                without
                a reasonable cause or transfers its contractual rights on Party A’s
                business to a third party without Party A’s consent, unless approved by
                the board of directors or shareholders' meeting of Party
                B.”

            


    

    


    


    
      	
              10.

            	
              Validity
                of the amendment 

            


    

    


    This
      amendment comes into force as of the date on which the following conditions
      are
      satisfied:

    


    
      	
            	13.1	
              The
                authorized representatives of both parties formally sign this
                agreement;

            


    

    


    
      	
              11.

            	
              Others

            


    

    


    
      	
            	11.4	
              This
                amendment is an integral part of the Initial Agreement and is legally
                enforceable. If there are any documents, commitments or contracts,
                but not
                limited to, made or signed before have some conflicts with this amendment,
                this amendment shall prevail. 

            


    

    


    
      	 	
              11.5

            	
              There
                are four (4) copies of this amendment and each of them is legally
                effective. Each party holds two (2) copies.


            


    

     

    
 

    IN
      WITNESS WHEREOF, the parties hereto have caused this amendment to be executed
      by
      duly authorized representatives of both parties on the date and year first
      written above.

    


    


    Party
      A:
      Sales and Marketing Publishing House

    


    Authorized
      representative (signature) 

    (Corporate
      Seal) 

    


    Party
      B:
      Shenzhen Media Investment Co., Ltd

    


    Authorized
      representative (signature) 

    (Corporate
      Seal)