Exhibit 4.1

                              INVESTMENT AGREEMENT

     THIS INVESTMENT AGREEMENT (this "Agreement") is dated as of the 31st day of
December  2003 by and  between  Soyo Group,  Inc.  (the  "Company")  and Urmston
Capital Limited ("Investor").

                                    RECITALS

     WHEREAS,  the Company and the Investor have been  discussing  conversion of
$12,000,000  long-term  payable due to the  Investor  into equity of the Company
(transaction also hereinafter referred to as "investment"); and

     WHEREAS,  it was the mutual desire of the Company and the Investor that the
investment  in the Company  would take the form of a newly issued  series of the
Company's preferred stock;

                                    AGREEMENT

     NOW THEREFORE,  in consideration of the mutual agreements herein contained,
the parties hereto agree as follows.

1. Purchase of Class B Convertible  Preferred Stock. The Company agrees to issue
and sell to the Investor  2,500,000 shares of the Class B Convertible  Preferred
Stock ($1.00 stated  liquidation  value) at a purchase  price of $4.80 per share
with  such  rights,   preference  and  privileges  set  forth  in  that  certain
Certificate of Designation, a copy of which is attached herewith as Exhibit "A",
which shall be filed with the  Secretary  of State of Nevada  within 180 days of
the date of this Agreement. The Closing Date shall be agreed by the parties, but
in no event later than May 31, 2004.

2.  Convertibility of Shares. The shares of preferred stock shall be convertible
into shares of the Company's common stock as follows:

     (a) The  Investor  shall have the right to convert the shares of  preferred
stock, in increments of 100,000 shares, into shares of common stock based on the
fair market value of the common stock, subject, however, to a minimum conversion
price of $0.25 per share.

     (b) No more than 500,000  shares may be converted  into common stock in any
one calendar year without the prior written consent of the Company.

     (c) On December 31, 2008,  each share of preferred stock  outstanding  will
automatically be converted into shares of common stock, based on the fair market
value of the common stock,  subject,  however,  to a minimum conversion price of
$0.25 per share.



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3. Repurchase  Rights.  Beginning one year after issuance,  upon 10 days written
notice,  the Company or its designee shall have the right to repurchase for cash
any portion or all of the shares at 80% of liquidation  value ($0.80 per share).
During such notice  period,  the  Investor  shall have the  continuing  right to
convert any such shares  pursuant to which written notice has been received into
common  stock  pursuant to the terms  contained  herein,  without  regard to the
conversion limitation specified in Section 2(c).

4.   Registration   Rights.   The  Investor  shall  have  unlimited   piggy-back
registration  rights,  subject to approval of  underwriter,  if applicable.  The
parties will execute a separate Registration Rights Agreement.

5. Restrictions on Transferability. The shares shall not be transferable without
the prior written consent of the Company.

6. No Voting Rights.  The Investor  shall have no voting  rights,  including the
right to elect directors, through ownership of the shares.

7.  Investor's  Representations  and  Warranties.  The Investor  represents  and
warrants to the Company  that the  statements  contained  in this  Section 7 are
correct and  complete as of the date of this  Agreement  and will be correct and
complete as of the Closing Date.

     7.1 Authorization of Transaction. The Investor has full power and authority
to execute and deliver this Agreement and to perform obligations hereunder. This
Agreement  constitutes the valid and legally binding obligation of the Investor,
enforceable in accordance with its terms and  conditions.  The Investor need not
give any notice to, make any filing with, or obtain any authorization,  consent,
or approval of any government or governmental  agency in order to consummate the
transactions contemplated by this Agreement.

     7.2 Noncontravention.  To the knowledge of Investor,  neither the execution
and the delivery of this Agreement,  nor the  consummation  of the  transactions
contemplated  hereby,  will (a) violate any constitution,  statute,  regulation,
rule, or existing order,  writ,  injunction or decree applicable to the Investor
or (b) conflict with, result in a breach of, constitute a default under,  result
in the acceleration of, create in any party the right to accelerate,  terminate,
modify, or cancel, or require any notice under any agreement,  contract,  lease,
license, instrument, or other arrangement to which the Investor is a party or by
which he is bound or to which any of his assets is subject.

     7.3 Investment.  The Investor is not acquiring the shares with a view to or
for sale in connection with any  distribution  thereof within the meaning of any
federal or state securities regulation.

7.4 Limitations on  Transferability.  The Investor  acknowledges that the shares
must be held indefinitely  unless  subsequently  registered under the Securities
Act or unless an exemption from such registration is available.  The Investor is
aware of the provisions of Rule 144  promulgated  under the Securities Act which
permit limited resale of shares purchased in a private  placement subject to the


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satisfaction of certain conditions, including, among other things, the existence
of a public market for the shares,  the  availability  of certain current public
information about the Company, the resale occurring not less than one year after
a party has  purchased  and paid for the  security  to be sold,  the sale  being
effected  through a "broker's  transaction" or in  transactions  directly with a
"market maker" and the number of shares being sold during any three month period
not exceeding specified limitations.

     7.5 No Public Market.  The Investor  understands  that no public market now
exists for any of the preferred securities issued by the Company.

     7.6 Accredited  Investor.  The Investor is an "accredited  investor" within
the meaning of SEC Rule 501 of Regulation D, as presently in effect.

     7.7 Brokers or Finders. The Investor has not engaged any brokers,  finders,
or agents and has not incurred, and will not incur, directly or indirectly,  any
liability  for brokerage or finder's fee or agents'  commissions  or any similar
charges in  connection  with this  Agreement and the  transactions  contemplated
hereby.

8. The Company's  Representations  and  Warranties.  The Company  represents and
warrants to the  Investor  that the  statements  contained in this Section 8 are
correct and  complete as of the date of this  Agreement  and will be correct and
complete as of the Closing Date.

     8.1  Organization,  Qualification,  and Corporate  Power.  The Company is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Nevada.  The Company is duly authorized to conduct business
and is in  good  standing  under  the  laws  of  each  jurisdiction  where  such
qualification is required.

     8.2  Capitalization.  The authorized  capital stock of the Company consists
of, or will  consist  immediately  prior to the  Closing,  75,000,000  shares of
Common Stock,  $0.001 par value, of which 40,000,000  shares of Common Stock are
issued and outstanding,  and 10,000,000  shares of Preferred  Stock,  $0.001 par
value, of which 1,000,000 shares of Class A Convertible  Preferred Stock,  $1.00
per share  liquidation  value,  are  issued  and  outstanding.  All  issued  and
outstanding  shares of the Company's capital stock have been duly authorized and
validly issued,  are fully paid and  nonassessable and were issued in compliance
with applicable federal and state securities laws.

     8.3 Compliance with Other Instruments. To the knowledge of the Company, the
Company is not in violation or default in any material  respect of any provision
of its Articles of  Incorporation  or Bylaws,  or in any material respect of any
instrument, judgment, order, writ, decree, or contract to which it is a party or
by which it is bound.

     8.4 Legal  Compliance.  The Company has complied with all  applicable  laws
(including rules,  regulations,  codes, plans, injunctions,  judgments,  orders,
decrees,  rulings, and charges thereunder) of federal, state, local, and foreign
governments  (and  all  agencies  thereof),  and no  action,  suit,  proceeding,
hearing,  investigation,  charge,  complaint,  claim, demand, or notice has been
filed or commenced  against it alleging  any failure so to comply,  except where
the failure to comply would not have a material  adverse effect on the business,
financial condition,  operations,  results of operations, or future prospects of
the Company.


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     8.5  Litigation.  There  are no  actions,  suits,  claims,  proceedings  or
investigations pending or to the knowledge of the Company, threatened against or
affecting  the Company at law or in equity or before or by any  federal,  state,
municipal or other governmental court,  department,  commission,  board, bureau,
agency or  instrumentality,  domestic or foreign.  The Company is not in default
with respect to any order,  writ,  injunction or decree of any court or federal,
state, municipal or other governmental  department,  commission,  board, bureau,
agency or  instrumentality  of which the Company has notice. To the knowledge of
the Company,  the Company has complied in all material  respects  with all laws,
regulations and orders  applicable to its business or properties.  The foregoing
includes,  without limitation,  any action, suit,  proceeding,  or investigation
pending or currently  threatened  involving  the prior  employment of any of the
Company's  employees,  or negotiations by the Company with potential backers or,
investors in, the Company or its proposed business.

     8.6 Tax Matters. To the knowledge of the Company, the Company has filed all
tax returns  and reports as required by law.  The Company has paid all taxes and
other assessments due, except those contested by it in good faith.

9. Negative Covenant. The Company covenants that it will not take any actions to
change its corporate  charter  documents in a manner that would adversely affect
the interests of the Investor.

10. Further Investment. The Investor and the Company agree to discuss, from time
to time,  possible  future  investments by the Investor in the securities of the
Company in connection with future acquisition opportunities that the Company may
identify.  The Company  acknowledges that no Investor has made any commitment to
make any such future  investment,  and that the decision to make any such future
investment is in the sole discretion of each Investor. The Investor acknowledges
that the Company has made no commitment  to offer any such future  investment to
any Investor,  and that the decision to make any such offer of future investment
is in the sole discretion of the Company.

11. Public  Statements or Releases.  Neither the Company nor any Investor  shall
make any public  announcement  with  respect to the  existence  or terms of this
Agreement or the transactions  provided for herein without the prior approval of
the  other  parties,  which  shall  not be  unreasonably  withheld  or  delayed.
Notwithstanding  the  foregoing,  nothing in this  Section 11 shall  prevent any
party from making any public  announcement  it  considers  necessary in order to
satisfy its  obligations  under the law or the rules of any national  securities
exchange or market, provided such party, to the extent practicable, provides the
other parties with an opportunity  to review and comment on any proposed  public
announcement before it is made.



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12. Captions.  The captions and paragraph  headings of this Agreement are solely
for the convenience of reference and shall not affect its interpretation.

13.  Severability.  Should  any  part or  provision  of this  Agreement  be held
unenforceable  or in conflict with the  applicable  laws or  regulations  of any
jurisdiction,  the invalid or unenforceable part or provisions shall be replaced
with a  provision  which  accomplishes,  to the extent  possible,  the  original
business  purpose of such part or provision in a valid and  enforceable  manner,
and the  remainder  of this  Agreement  shall  remain  binding  upon the parties
hereto.

14.  Governing  Law.  This  Agreement  shall be governed  by, and  construed  in
accordance  with,  the laws of the State of  Nevada,  without  giving  effect to
conflict of law principles thereof.

15. Counterparts. This Agreement may be signed in one or more counterparts, each
of which shall be an original,  but all of which together  shall  constitute one
instrument.

16. Conflict With Other Agreements.  Notwithstanding any other provision of this
Agreement to the contrary,  to the extent that any  provision of this  Agreement
conflicts  with or  contradicts  any  provision  in any  agreement,  document or
instrument  that sets  forth the terms and  conditions,  rights,  privileges  or
preferences of the Series B Convertible Preferred Stock (the "Other Documents"),
the terms of the Other  Documents  shall govern and supersede the  provisions of
this Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement under
seal as of the day and year first above written.

The "Company"                                   SOYO GROUP, INC.


                                                By: ____________________________
                                                    Ming Tung Chok
                                                Its:Chief Executive Officer

The "Investor"                                  URMSTON CAPITAL LIMITED


                                                By: ____________________________
                                                      Hsiao-Ping Chi
                                                Its:  Managing Director