Exhibit
      10.3 

     

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

     

    ENTRUST
      AGREEMENT

     

    This
      agreement was entered into and by both parties listed as below in the conference
      room of Shenzhen Media Investment Co., Ltd on November 20, 2004.

     

     

    Shenzhen
      Media Investment Co., Ltd (hereinafter
      “Party A”), 

     

    Legal
      Address:
      5D,
      Building C, Jinxiu Garden, overseas Chinese town, Nanshan District, Shenzhen.
      PRC 

     

    Tel.:
      86-0755-26003980

     

    Fax:
      86-0755-26946509 

     

     

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

     

    Legal
      Address:
      Rm
      1915, Sunshine Golf Mansion, Shennan Av., Futian District, Shenzhen


     

    Tel.:
      86-0755-81611630

     

    Fax:
      86-0755-3356520

     

    (Present
      Add.:
      Rm
      A3302, Jiangsu Building, Yitian Zhong Rd, Shenzhen, P.R.China
      518026)

     

    Whereas:

     

    
      	
              1.

            	
              Party
                A and Sale and Marketing Publication House (hereinafter “Publication
                House”) signed the “Operation and Management Right Agreement” (hereinafter
                “Contractual Agreement”) on October 23, 2003, as amended. Party A has
                certain rights with respect to the operation of the business of
                Publication House.

            


    

     

    
      	
              2.

            	
              Party
                A is intended to entrust Party B to manage the personnel and the
                funds
                that related to the contracted business and provide services such
                as
                strategic planning and consulting, and establish domestic marketing
                channels, etc. Party B agreed to accept the entrust from Party A..
                

            


    

     

    
      	
              3.

            	
              Party
                A and Party B reached an agreement of aforesaid business (hereinafter
                “Entrustment”) through negotiation as
                follows:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1:
      Definitions

     

    In
      this
      agreement, the following terms have the following meanings unless the context
      clearly dictates otherwise.

     

    
      	
              1.1

            	
              Contractual
                Agreement: as defined in Whereas
                1
                

            


    

     

    
      	
              1.2

            	
              Entrustment:
                as defined in Whereas
                3
                

            


    

     

    
      	
              1.3

            	
              Administration
                fee: as defined in article 3.3 

            


    

     

    
      	
              1.4

            	
              Contracted
                Businesses: the businesses related to the management right that Party
                A
                has already been granted by the Publication
                House.

            


    

     

    Contracted
      businesses include:

     

    
      	 	
              (1)

            	
              Right
                to publish, including publishing and printing affairs of all publications,
                and all other relevant operational business owned by Publishing
                House;

            


    

     

    
      	 	
              (2)

            	
              Advertising
                right, including exclusive right of advertising business of all the
                publications owned by Publishing
                House;

            


    

     

    
      	 	
              (3)

            	
              Right
                to use intangible assets, such as brand, trade mark,
                etc.;

            


    

     

    
      	 	
              (4)

            	
              Right
                to strategic decision-making and contracting with external parties
                with
                respect of investment, joint-venture, cooperation and
                contracting.

            


    

     

    
      	 	
              (5)

            	
              Right
                of financial management and the operation of Publishing
                House.

            


    

     

    2.
      Entrustment

     

    
      	2.1	
              Party
                A agrees to entrust Party B to manage its personnel, funds of Party
                A that
                related to the contracted businesses under this agreement, and Party
                B
                agrees to provide services like planning, consulting, and establishing
                marketing network in PRC, etc. Party B agrees to accept this entrustment
                from Party A under this agreement. 

            


    

     

    
      	2.2	
              Both
                parties agree that Party B manages the personnel and funds of Party
                A,
                which are related to the contracted businesses starting from the
                effective
                date of this agreement. However, Party B does not participate directly
                in
                the operation of contracted businesses of Party A; Party B offers
                services
                such as strategic planning, consulting and establishing marketing
                network
                in PRC, etc. for Party A during the term of this
                entrustment.

            


    

     

    
      	2.3	
              Both
                parties agree, except the full, clear, accurate and non-misleading
                written
                disclosure provided by Party A to party B prior to the agreement,
                which
                obtains the clear consent of Party B in the form of agreement or
                other
                written documents, (except the clause involved in article 3.3 of
                this
                agreement), Party B has no obligation to bear any other commitment
                made by
                Party A or any obligations and covenants thus occurred or existed
                before
                the date of this agreement. The above-mentioned commitment made by
                Party
                A, and the obligation and covenants thus occurred or existed without
                the
                written conformation and acceptance of Party B, shall be borne by
                Party A,
                and Party A shall fully compensate all the losses, expenses and other
                expenditure thus incurred to Party B in a timely
                way.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	2.4	
              The
                term of this entrustment is nine years. Upon the expiration, Party
                B has
                the priority to be entrusted with the management of personnel and
                funds of
                Party A that related to the contracted businesses and to provide
                services
                such as planning, consulting and establishing marketing network in
                PRC,
                etc.

            


    

     

    
      	2.5	
              During
                the term of this entrustment, once Party B’s accumulated profit reaches
                RMB 10,000,000, Party B can purchase the non-state-owned equity of
                Party A
                with such accumulated profit. The equity purchase agreement shall
                be
                signed separately. 

            


    

     

    3.
      Expenses and Terms of Payment

     

    
      	3.1	
              In
                order to compensate the costs that Party A has incurred for obtaining
                the
                operation and management right from Sales and Marketing publishing
                house,
                both parties agree that Party B shall pay Party A with total amount
                of RMB
                12,000,000 with nine annual installments (approximately RMB 1,333,333.33
                per year) 

            


    

     

    
      	
              3.2

            	
              Both
                parties agreed that Party A shall pay the Administration Fee to Party
                B
                according to the following terms:

            


    

     

    Party
      A
      shall pay all Administration Fee stated in article 3.3 of this agreement to
      Party B before the date of 31st December once per year.

     

    
      	
              3.3

            	
              Both
                parties agreed, the Administration Fee charged by Party B is 100%
                of
                annual business income of Party A (including non-operating income),
                it
                shall be paid to Party B by Party A within 10 days upon the completion
                and
                release of annual report; at the same time, all operation costs incurred
                by Party A are undertaken by Party B.  

            


    

     

    
      	
              4.

            	
              Validity

            


    

     

    
      	4.1	
              The
                agreement shall come into effect on the date that it is duly signed
                by the
                authorized representatives of both
                parties.

            


    

     

    
      	
              5.

            	
              Representations
                and Warranties 

            


    

     

    
      
        
          	5.1	
                  Party
                    A makes statement to Party B and guarantees the
                    follows:

                


        

      

    

     

    
      	
              (1)

            	
              Party
                A has been duly incorporated and organized, and is validly existing
                in
                good standing, under the laws of China. Party A has all requisite
                power
                and authority, corporate to possess, lease and operate its assets
                and
                engage in the businesses under its business license and articles
                of
                association. 

            


    

     

    
      	
              (2)

            	
              Party
                A obtains all requisite power and authority, corporate to enter into
                and
                to perform its obligations under this agreement and other related
                agreements and to carry out the terms hereof and the transactions
                contemplated herby.

            


    

     

    
      	
              (3)

            	
              Party
                A’s execution of this agreement will not conflict with or result in
                breach
                of any of the following or violate any item of follows: (a) the articles
                of association, business license or other similar organizational
                documents
                of Party A; (b) any material contract in which Party A is involved,
                except
                Party A has obtained the approval of any other parties in such contract;
                (c) any Chinese law, judgment, arbitral award or command released
                by any
                court, arbitration institutions, government or governmental organization
                that have the jurisdiction over any assets that belong to Party A.
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              (4)

            	
              During
                the term of this agreement, Party A obtains the contractual right
                to the
                contracted business. This contractual right is sole, exclusive and
                not
                restricted by the right of third parties, except that Party A has
                already
                informed to Party B before the date of this
                agreement.

            


    

     

    
      	
              (5)

            	
              All
                the required certificates, notice, licenses, official documents or
                certificates of authorization, letters of approval, letter of
                renunciation, archives or registration that necessary for parties
                to
                fulfill the agreement have been obtained from or filed with and registered
                with concerned government authorities, and those files, certificates,
                notice, licenses, official documents or certificates of authorization,
                letters of approval, archives or registration are
                valid;

            


    

     

    
      	
              (6)

            	
              Except
                the events have been disclosed to Party B, there is no pending litigation,
                arbitration, investigation or other legal proceedings in connection
                with
                the contracted businesses which may (1) affect the validity of the
                transaction contemplated hereby; or (2) bring great adverse impacts
                on the
                contracted businesses;

            


    

     

    
      	
              (7)

            	
              Any
                statement provided and guaranteed by Party A, or the items in this
                agreement, and all other documents, certificates or materials provided
                by
                Party A that mentioned in this agreement are not materially misstated,
                and
                no material fact is concealed or
                misled.

            


    

     

    
      	
              (8)

            	
              Unless
                confirmed and approved in written by Party B, Party A bears the obligation
                of not releasing any confidential information of Party B. Party A
                should
                also require its employees or others once employed by Party A to
                bear the
                same obligation.

            


    

     

    
      
        
          	5.2	
                  Party
                    B makes statement and guarantees to Party A as
                    follows:

                


        

      

    

     

    
      	
              (1)

            	
              Party
                B has been duly incorporated and organized, and is validly existing
                in
                good standing, under the laws of China. Party B has all requisite
                power
                and authority, corporate to possess, lease and operate its assets
                and
                engage in the businesses under its business license and articles
                of
                association.

            


    

     

    
      	
              (2)

            	
              Party
                B obtains all requisite power and authority, corporate to enter into
                and
                to perform its obligations under this agreement and other related
                agreements and to carry out the terms hereof and the transactions
                contemplated hereby. 

            


    

     

    
      	
              (3)

            	
              Party
                B’s execution of this agreement will not conflict with or result in
                breach
                of any of the following or violate any item of follows: (a) the articles
                of association, business license or other similar organizational
                documents
                of Party B; (b) any material contract in which Party B is involved,
                except
                Party B has obtained the approval of any other parties in such contract;
                (c) any Chinese law, judgment, arbitral award or command released
                by any
                court, arbitration institutions, government or governmental organization
                that have the jurisdiction over any assets that belong to Party
                B.

            


    

     

    
      	
              (4)

            	
              Unless
                confirmed and approved in written by Party A, Party B bears the obligation
                of not releasing any confidential information of Party A. Party B
                should
                also require its employees or others once employed by Party A to
                bear the
                same obligation.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              6.

            	
              Commitment

            


    

     

    Except
      the obligations for Party A and B that stipulated in this agreement, both
      parties are also committed in following terms:

     

    
      	6.1	
              Party
                A and Party B herein agree to coordinate with each other, and complete
                the
                remaining work related to the contemplated transaction in this agreement
                under no further payment of consideration. In order to achieve this
                purpose, both parties in this agreement shall adopt or try to adopt
                all
                necessary actions that included (but not limited to): (1) undertake
                necessary procedures for the entrust; (2) sign and deliver all the
                documents and certificates that to be signed and delivered by both
                parties; and (3) apply for all necessary notice, licenses, official
                documents, certificates of authorization, letters of approval,
                registration statements from the relevant governmental department
                or the
                third party (depends on situation ), to ensure the full enforcement
                of the
                agreement. Any issues in connection with the agreement but not included
                in
                this agreement shall be settled by the negotiation of both parties
                through
                a fair, equal and adequate method. 

            


    

     

    
      	
              6.2

            	
              Party
                A should adopt all necessary actions under 6.1 of this agreement
                to assist
                Party B in to obtains the fully control of personnel and funds under
                the
                contracted business on the earliest practicable
                day.

            


    

     

    
      	6.3	
              Before
                Party B takes fully control of related personnel and funds under
                the
                contracted business, Party B is not obligated in any debt or legal
                matters
                caused by Party A. Party A is fully responsible for these
                matters.

            


    

     

    
      	6.4	
              Upon
                bilateral consent, if any party (“the actual beneficiary”) receives any
                fund or becomes beneficiary from a third party’s action but should have
                been collected by the proper beneficiary according to this agreement,
                the
                actual beneficiary should transfer the fund and gains to the proper
                beneficiary or negotiate with the proper beneficiary in order to
                ensure
                that proper beneficiary receives the fund, gains or its equivalents.
                

            


    

     

    
      	6.5	
              In
                the case that any event occurs between the commencement of this agreement
                and the termination of this agreement, which could adversely influence
                the
                agreement, Party A should inform Party B immediately in written form.
                The
                situations include (but not limited to) any lawsuit, arbitration,
                investigation or other procedures, the written instructions or comments
                from any government department, or any material change of contracted
                business.

            


    

     

    
      	7.	
              The
                expenses bearing.

            


    

     

    
      	
              7.1

            	
              Both
                parties bear their own expenses and taxes that generated by the process
                of
                implementation of this agreement.

            


    

     

    
      
        
          	8.	
                  Liability
                    for breaching this
                    agreement

                


        

      

    

     

    
      	
              8.1

            	
              Subject
                to article 9, if any situation as follows incurred either party,
                it shall
                be regarded as a breach of the
                agreement:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (1)

            	
              Violating
                any obligation or commitment stipulated in this
                agreement

            


    

     

    
      	 	
              (2)

            	
              Any
                stated representations or warranties are misrepresented or misleading
                (either in good faith or bad
                faith).

            


    

    


    
      	8.2	
              If
                the above-mentioned situations occur, the conforming party has the
                right
                to require the non-conforming party to provide remedies within 30
                days. If
                the breaching party fails to provide remedies within that period,
                the
                conforming party reserves the right to cancel this agreement. In
                addition,
                the
                breaching party should compensate the other party for any damages
                and
                expenses caused directly or indirectly by such
                breach.

            


    

     

    
      
        
          	9.	
                  Act
                    of God

                


        

      

    

     

    
      	
              9.1

            	
              The
                act of god stated in this agreement refers to those situations that
                are
                unforeseeable, unavoidable and the consequences of such are
                uncontrollable.

            


    

     

    
      	
              9.2

            	
              The
                failure to fulfill this agreement of either party due to the act
                of god
                would not be regarded as breach of agreement. However, that party
                should
                act on their best effort to reduce the possible damages incurred
                to the
                other party. 

            


    

     

    
      	
              9.3

            	
              The
                non-performing party, due to the act of god, should provide notarized
                written evidence, which proves the incurrence of act of god within
                10 days
                from the occurrence of such event.

            


    

     

    
      
        
          	10.	
                  Amendment,
                    cancellation and Termination of the
                    agreement.

                


        

      

    

     

    
      	
              10.1

            	
              Unless
                otherwise stated, this agreement shall be terminated upon the occurrence
                of the following situations:

            


    

     

    
      	 	
              (1)

            	
              Both
                sides unanimously decide to cancel this agreement through
                negotiation;

            


    

     

    
      	 	
              (2)

            	
              The
                purpose of the agreement can not be achieved by both parties because
                of
                act of god;

            


    

     

    
      	 	
              (3)

            	
              Because
                of one party’s breach the agreement, the party abides the agreement have a
                right to terminate this agreement according to the stated in the
                cause
                8.2.

            


    

     

    
      	 	
              (4)

            	
              This
                agreement is defined as invalid by a court or other authorized department
                of PRC.

            


    

     

    
      	
              10.2

            	
              In
                the cased that this agreement is terminated because of one party’s breach
                the agreement, the power of the other party to claim for remedies
                is
                unaffected.

            


    

     

    
      	
              10.3

            	
              This
                agreement can be amended and supplemented upon bilateral consent.
                Amendment and supplements should be made in written form. The agreement
                will become effective upon being signed formally by both
                sides.

            


    

     

    
      
        
          	11.	
                  Settlement
                    of Disputes.

                


        

      

    

     

    
      	
              11.1

            	
              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 could submit the dispute to a court with
                jurisdiction.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              11.2

            	
              When
                the lawsuit is pending, except matters being litigated, both parties
                should continue performing all other obligations that stated in this
                agreement.

            


    

     

    
      
        
          	12.	
                  Others.

                


        

      

    

     

    
      	
              12.1

            	
              Any
                amendment of the agreement must be in written form and signed by
                both
                parties. The amendment is an integral part of the
                agreement.

            


    

     

    
      	
              12.2

            	
              Without
                prior written consent of the other party, neither party can convey
                or
                transfer all or any right and interests, responsibility or the obligation
                under this agreement.

            


    

     

    
      	
              12.3

            	
              If
                the court and proper government authorities determine that any clause
                of
                this agreement to be invalid, such decision does not affect other
                clauses
                in this agreement.

            


    

     

    
      	
              12.4

            	
              The
                agreement constitutes the only agreement between both parties. It
                precedes
                all prior oral or written statements, promises, understandings, letters
                of
                intent, memorandums and agreements between both
                parties.

            


    

     

    
      	
              12.5

            	
              According
                to this agreement, any notice delivered from one party to the other
                should
                be made in written form, in Chinese language and via Express Mail
                or fax
                (the addresses of both parties are listed at the beginning of the
                agreement). If it is delivered through express mail, the date of
                actual
                acceptance should be regarded as the stated date of acceptance on
                the
                receipt. If it is delivered through fax, upon the confirmation message
                from fax machine, we deem it as being
                delivered.

            


    

     

    
      	
              12.6

            	
              The
                title of the agreement is set up for the purpose of convenience to
                read.
                It can not be used for the purpose of affecting the explanations
                of the
                stated terms in this agreements.

            


    

     

    
      	
              12.7

            	
              This
                agreement is made in four sets, each party have two sets. All these
                copies
                are equally authentic.

            


    

     

     

    Party
      A:
      Shenzhen Media Investment Co., Ltd. 

     

    /s/
      Xuping Li

     

    (Corporate
      Seal)

     

    Party
      B:
      Shenzhen New Media Consulting Co., Ltd.

     

    /s/
      Yingsheng Li 

     

    (Corporate
      Seal)

     

    


     

    November
      20, 2004