Exhibit
      10.31

    


    Shine
      Media Acquisition Corp.

    Level
      29, Central Plaza

    381
      Hua Hai Zhong Lu

    Shanghai,
      200020, China

    


    As
      of
      November 7, 2008

    


    Merriman
      Curhan Ford & Co.

    As
      Representatives of the several Underwriters

    600
      California Street, 9th Floor

    San
      Francisco, CA 94108

    


    Ladies
      and Gentlemen:

    


    Reference
      is hereby made to the Underwriting Agreement, dated as of December 27, 2006
      (the
“Underwriting Agreement”), to which Shine Media Acquisition Corp. (“Company”)
      and Merriman Curhan Ford & Co., as representative of the several
      Underwriters (“Merriman”), are parties. Capitalized terms used herein, but not
      defined herein, shall have the meaning ascribed to such terms in the
      Underwriting Agreement.

    


    Notwithstanding
      anything in Section 1 of the Underwriting Agreement to the contrary, Merriman
      hereby acknowledges and agrees that the deferred compensation to be paid by
      the
      Company upon consummation of the Company’s initial Business Combination shall be
      modified to equal a lump sum of $672,750 (65% of the $1,035,000 held in trust
      for deferred Underwriters Compensation) instead of any amount that would be
      due
      under the terms of the Underwriting Agreement.

    


    In
      addition as part of this concession Merriman agrees to exchange its portion
      of
      the Underwriter’s Purchase Options (UPO’s), which originally provided the right
      to an aggregate of 360,000 Units (as defined in the UPO), for its pro rata
      portion of UPOs to acquire an aggregate of 234,000 Units of the Company – a 35%
      reduction in number of original UPOs held. Additionally, Merriman will use
      reasonable commercial efforts in working with the Company to obtain an agreement
      for a similar reduction in the UPO’s held by the other holders thereof in
      substantially the form as attached hereto. 

    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              Shine
                Media Acquisition Corp.

            
	 	 	 
	 	
              By:

            	
              /S/
                David Y. Chen

            
	 	 	
              Name:
                David Y. Chen

            
	 	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ACKNOWLEDGED
      AND AGREED:

    


    Merriman
      Curhan Ford & Co.,

    acting
      severally on behalf of itself and the several

    Underwriters
      named on Schedule 1 to the Underwriting Agreement

    

      
        	
                By:
                  /S/ Jonathan Merriman

              
	
                             Name:
                  D. Jonathan Merriman

              
	
                             Title:
                  CEO

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Shine
      Media Acquisition Corp.

    Rockefeller
      Center

    1230
      Avenue of the Americas, 7th Floor

    New
      York,
      N.Y. 10020

    


    As
      of
      November 7, 2008

    


    [ADDRESS
      OF UPO HOLDER TO BE FILLED IN]

    


    Ladies
      and Gentlemen:

    


    Reference
      is hereby made to those certain Underwriter’s Purchase Options (“UPO”), issued
      pursuant to that certain Underwriting Agreement, dated as of December 27, 2006
      (the “Underwriting Agreement”), to which Shine Media Acquisition Corp.
      (“Company”) and Merriman Curhan Ford & Co., as representative of the several
      Underwriters (“Merriman”), are parties. 

    


    In
      connection with the modification to the amount of the deferred payment due
      to
      Merriman and Merriman’s agreement to modify the terms of its UPO, the
      undersigned agrees to exchange its portion of the original UPOs to acquire
      up to
      360,000 Units for its pro rata portion of UPOs to acquire up to 234,00 Units
      of
      the Company – a 35% reduction in number of the original UPOs held by the
      undersigned. 

    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              Shine
                Media Acquisition Corp.

            
	 	 	 
	 	
              By:

            	 

	 	 	
              Name:
                David Y. Chen

            
	 	 	
              Title:
                Chief Executive Officer

            


    

    


    ACKNOWLEDGED
      AND AGREED:

    


    [NAME
      OF
      ENTITY OR PERSON TO BE FILLED IN]

    


    
      	
              By:
                

            	 
	 	
              Name: