Exhibit
      10.9

     

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

    


    Agreement
      of Share Transfer

     

    
      
        	
                Transferor:
                  

              	
                Li
                  Yingsheng (hereinafter “Party A”)

              
	
                Transferor:
                  

              	
                Ding
                  Xiaofeng (hereinafter “Party B”)

              
	
                Transferor:
                  

              	
                Ren
                  Dongsheng (hereinafter “Party C”)

              
	 	 
	
                Transferee:
                  

              	
                Shenzhen
                  New Media Consulting Co., Ltd (hereinafter “Party D”)

              
	 	 
	
                Address:
                  

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

              
	 	 
	
                Register
                  number: 

              	
                110840

              


      

       

    

    Shenzhen
      Media Investment Co., Limited (the “Company”) was incorporated on October 22,
      2003 in Shenzhen, PRC which is jointly owned by Party A, Party B, Party C and
      the “Sale and Marketing Publishing House”. As of May 24, 2005, the Company’s
      registered capital is RMB 36,000,000. Party A, Party B and Party C own the
      equity of the Company with 25.86%, 15.17% and 20.78%, respectively and would
      transfer their 25.86%, 15.17% and 20.78% of the Company to Party D. Party D
      accepted such share transfer. According to the “Company law of the PRC” and the
“Contract law of the PRC”, all aforesaid parties reached consent on the matter
      of the share transfer and entered into the following agreement: 

    


    1)
      The
      payment term for the consideration of the share transfer

    


    i)
      Party
      A, Party B and Party C owned the Company with 25.86%, 15.17% and 20.78%
      respectively and according to the contract for the establishment of the Company,
      Party A, Party B and Party C have contributed RMB 9.3085 million, RMB 5.4615
      million and RMB7.48 million as a registered capital, respectively. Currently,
      Party A, Party B, Party C who owned the Company with 25.86%, 15.17% and 20.78%
      respectively would transfer their 25.86%, 15.17% and 20.78% of the Company
      to
      Party D with total consideration of RMB 500,000.

    


    ii)
      Party
      D should pay 20% of the total consideration which represents RMB 100,000 to
      the
      transferors within five business days after this agreement becomes effective.
      Also, the remaining of the payment (RMB 400,000) should be paid to the
      transferors within five business days after the closing of the share transfer.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2)
      Party
      A, Party B and Party C guaranteed that such shares have not been pledged to
      any
      third party. 

    


    3)
      Allocation of the profit and loss (included all debts) of the Company.


    


    i)
      Party
      D will share profits, risks and losses of the Company that based on its share
      proportion.

     

    ii)
      Once
      Party A, Party B and Party C sign this agreement, any liability that had not
      been informed to Part D before the share transfer and that caused Party D
      suffering any losses in this transaction , Party D have a right to recourse
      such
      losses from Party A, Party B and Party C. 

    


    4)
      Default 

    


    i)
      Once
      this agreement becomes effective, all parties involved should exercise their
      rights and fulfill their obligations. Any party fails to fulfill their
      obligations under this agreement should be liable for breach of the contract.
      

    


    ii)
      If
      Party D is unable to make the payment on a timely basis, a daily 1% interest
      of
      the outstanding payment should be charged as a remedy for Party A, Party B
      and
      Party C. If Party D breaches the agreement and causes any loss to Party A,
      Party
      B and Party C, any extra compensation should be made when the 1% interest
      penalty is insufficient to compensate the actual losses suffered by Party A,
      Party B and Party C.

    


    iii)
      If
      Party D either is unable to complete the share registration or has been affected
      significantly to execute this agreement caused by the conduct of Party A, Party
      B and Party C, Party A, Party B and Party C should pay 3% of the paid payment
      as
      a remedy to Party D. If the actual loss of Party D excesses such 3% of the
      paid
      payment, the extra remedy should be paid.

     

    5)
      Amendment and Termination of the Agreement

    


    It
      is
      agreed by four parties, this agreement may be amended or terminated. Any
      amendment or termination should be conducted through a negotiation among all
      parties involved and a separate amendment or termination agreement should be
      signed by all the parties and the signing would be witnessed by “Shenzhen
      International Hi-tech Technology Patent Exchange”.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      6)
        The
        relevant expenses bearing:

    

    


    All
      the
      relevant fees/expenses (such as witness fee, appraisal and auditing fees, and
      fee for change of registrations) in the course of share transfer should be
      eventually shared by all parties. 

    


    7)
      Settlement of disputes.

    


    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 1) Shenzhen Arbitral
      Institution; or 2) China International Economic and Trade Arbitration Commission
      (Shenzhen Sub-Commission) or 3) a court with jurisdiction.

    


    8)
      Conditions of the agreement effectiveness:

    


    This
      agreement becomes effective after it is duly signed and sealed by Party A,
      Party
      B, Party C and Party D. This signing shall be witnessed by “Shenzhen
      International Hi-tech Technology Patent Exchange”. In addition, all parties
      should change their registrations respectively with the relevant authorities
      after this agreement becomes effective.

    


    9)
      This
      agreement has seven copies, each party, the Company and “Shenzhen International
      Hi-tech Technology Patent Exchange” have one copy and the remaining copy is sent
      to relevant governmental authority for records. 

     

    
      	Transferors:	Transferee:
	/s/ Yingsheng Li 	Shenzhen New Media Consulting Co.,
              Ltd
	/s/ Xiaofeng Ding 	(Corporate Seal) 
	
              /s/
                Dongsheng Ren 

            	 


    

     

    Date:
      March 7, 2005