Exhibit
4.56

       

      Share
Pledge Agreement

       

      This
Share Pledge Agreement (this “Agreement”) is entered into on June 29, 2009 by
and among the following parties (“the Parties”):

      


      PARTY
A: Simlife (Beijing) Science Co., Ltd.

      Address:
Rm.416 No.18, West Ring South Road, Beijing Economic and Technology Development
Zone, Beijing

      


      Party
B:

      Shareholder
I: Jia Tao; ID No.: 110105197802109636

      Address:
35F, Tengda Tower No.168 Xiwai Street Haidian District, Beijing,
PRC.

      


      Shareholder
II: Chen Jun Hong; ID No.: 350203750427403

      Address:
Rm.17, No.442, South Road Siming, Siming District, Xiamen, Fujian,
PRC.

      


      WHEREAS,

      


      
        	
                1.

              	
                Party
      A is a wholly foreign owned company registered and valid existing in the
      PRC.

              


      

      


      
        	
                2.

              	
                Xiamen
      Xinreli Scientific and Technology Co, Ltd. is a limited liability
      company(“the Company”) registered in the
PRC.

              


      

      


      
        	
                3.

              	
                Shareholder
      I and Shareholder II of Party B (the “Pledgor”) are the shareholders of
      the Company, and own 80% and 20% equity interest in the Company
      respectively.

              


      

      


      
        	
                4.

              	
                Party
      A and the Company have signed Exclusive Technical and Consulting Services
      Agreement on June 29, 2009; Party A, Party B and the Company have
      signed Option Agreement and Business Operations Agreement on June 29,
      2009.

              


      


      
        
          
             

            ­

          

           


        

        
          1

          
            

          

        

        
           


        

      

       

      
        	
                5.

              	
                In
      order to guarantee that Party A collects normally technical service fees
      under the Exclusive Technical Consulting and Services Agreement, and to
      ensure the performance of Business Operation Agreement and Option
      Agreement, the Pledgor are willing to severally and jointly pledge all
      their equity interest in Party B to the Pledgee as a security for the
      performance of the obligations under the aforesaid agreement, with Party A
      as the Pledgee.

              


      

      


      Therefore,
through friendly negotiations and in the principles of equality and mutual
benefit, the parties hereby enter agreement as follows.

      


      
        	
                1. 

              	
                Definitions

              


      

      


      Unless
otherwise provided in this Agreement, the following terms shall have the
following meanings:

      


      
        	
                1.1

              	
                Pledge
      means the full content of Article 2
hereunder.

              


      

      


      
        	
                1.2

              	
                Equity
      Interest means all the equity interests in the Company legally and jointly
      held by the Pledgors and all the present and future rights and benefits
      based on such equity interest.

              


      

      


      
        	
                1.3

              	
                Reorganization
      Agreements mean Exclusive Technical Consulting and Services Agreement,
      Option Agreement and Business Operations Agreement signed by Party A, the
      Company and the other relative parties on June 29,
  2009.

              


      

      


      
        	
                1.4

              	
                Event
      of Default means any event in accordance with Article 7
      hereunder.

              


      

      


      
        	
                1.5

              	
                Notice
      of Default means the notice of default issued by the Pledgee in accordance
      with this Agreement.

              


      

      


      
        	
                2. 

              	
                Pledge

              


      

      


      
        	
                2.1

              	
                The
      Pledgors agree to pledge all the equity interest in the Company to Party A
      as the security for Party A’s rights and interest under the reorganization
      agreements.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      
        	
                2.2

              	
                The
      Pledge under this Agreement refers to the rights owned by the Pledgee to
      collect the fees (including legal fees), expenditures losses, interests,
      compensations、damages. the
      expenses for enforcing creditor’s rights that the Company and/or the
      Pledgee shall pay under the Reorganization Agreement, and civil
      liabilities that the Company and the Pledgor shall bear in case the Reorganization
      Agreement wholly or partially becomes nullify due to any
      reason.

              


      

      


      
        	
                2.3

              	
                The
      Pledge under this Agreement refers to the prior right owned by the Pledgee
      to the money gained from the conversion, auction, or sell of the equity
      interests pledged by the Pledgor to the
Pledgee.

              


      

      


      
        	
                2.4

              	
                Unless
      with Party A’s prior written consent from the effective date of the
      Agreement, the pledge under this Agreement will be discharged only when
      the Company and Pledgors have performed all the obligations and
      liabilities under the Reorganization Agreement and Party A confirms in
      writing. If the Company or Pledgors have not fully performed all or part
      of its obligations or liabilities under the Reorganization Agreement at
      the expiration of such agreements, Party A will maintain the pledge
      hereunder up to the date when all such obligations and liabilities are
      fully performed.

              


      

      


      
        	
                3. 

              	
                Effect

              


      

      


      
        	
                3.1

              	
                This
      Agreement shall take effect as of the date of signature by the Parties and
      with the common seals on it. The pledge under this Agreement shall take
      effect when the equity shares pledged are registered in the administrative
      authority of industry and commerce.

              


      

      


      
        	
                3.2

              	
                Party
      A is entitled to dispose the pledge from Party A’s reasonable notification
      hereunder if the Company fails to pay the fees in accordance with the
      Exclusive Technical Consulting and Services Agreement or fail to
      perform  other provisions of the Exclusive Technical Consulting
      and Services Agreement, the Business Operation Agreement and the Option
      Agreement.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                4. 

              	
                Physical
      Possession Of Documents

              


      

        


      
        	
                4.1

              	
                During
      the term of Pledge under this Agreement, the Pledgor shall deliver the
      physical possession of the Certificate of Distribution (original) of the
      Company to Party A, go through all the approval and registration
      procedures with the LAWs in the PRC, and provide the testify of the proper
      record of such pledge on the shareholders’ register of the Company to
      Party A within ten(10) days as of the date of conclusion of this Agreement
      or earlier time that be unanimously agreed by the
  Parties.

              


      

      


      
        
          	
                  4.2 

                	
                  If
      any changes occurs to the recorded items under the Pledge, it shall be
      registered in accordance with the Law, Party A and Party B shall make
      corresponding record within five (5) working days of such change, and
      provide the relative record
documents.

                


        

      

      


      
        
          	
                  4.3 

                	
                   During
      the term of the Pledge, the Pledgors shall inform the Company not
      distribute any dividend and bonus, or adopt any profit distribution plan;
      If the Pledgor is entitled to collect any economical interest except for
      dividend, bonus or other distribution plan of profit, it shall inform the
      Company remit such economical interest (after liquidation) to the bank
      account designated by Party A, and shall not utilize it without the prior
      written consent from Party A.

                


        

      

      


      
        
          	
                  4.4 

                	
                   During
      the term of the Pledge, if the Pledgors subscribe for the new register
      capital of the Company or purchase the equity interests in other pledgor
      (the “new shares”), the new shares shall be the equity shares pledged
      automatically. The pledgors shall go through all the procedures for
      creating pledge on the new shares within ten (10) days of acquiring such
      shares. If the Pledgors fail to accomplish such procedures in accordance
      with the preceding provisions, Party A shall be entitled promptly exercise
      the Pledge pursuant to Article 8 under this
  Agreement.

                


        

      

      


      
        	
                5

              	
                Warranties
      And Representation Of The Pledgor

              


      

      


      The
Pledgors hereby make the following representation and warranties to the Pledgee
and confirm that Party A executes this Agreement, in reliance of such
representation and warranties:

      


      
        	
                5.1

              	
                The
      Pledgors lawfully own the equity interests hereunder and are entitled to
      create pledge on such the equity
interests;

              


      

       

      
        	
                5.2

              	
                From
      the date of execution of this Agreement and during the terms of the Pledge
      pursuant to Article 2.4 under this Agreement. Party A shall not be
      interfered by any other parties once the Party A exercises the rights of
      the Pledge in accordance with this
Agreement.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                5.3

              	
                Party
      A is entitled to dispose the pledge in accordance with relevant laws and
      this Agreement.

              


      

      


      
        	
                5.4

              	
                The
      execution and performance of this Agreement of the Pledgor has gained all
      necessary authorization and shall not violate any applicable laws and
      regulations. The representative who signs this Agreement shall be lawfully
      and effectively authorized.

              


      

      


      
        	
                5.5

              	
                Except
      for the pledge under this Agreement, there is no other burden of rights on
      the equity interests pledged by the Pledgors (including but not limited to
      pledge).

              


      

      


      
        	
                5.6

              	
                There
      is no pending or incoming civil, administrative or criminal litigation or
      administrative punishment or arbitration relating to the equity interests
      hereunder at the date of execution of this
  Agreement.

              


      

      


      
        	
                5.7

              	
                There
      are no outstanding taxes, fees or undecided legal procedures related with
      the equity interests hereunder at the date of execution of this
      Agreement.

              


      

      


      
        	
                5.8

              	
                Each
      provision hereunder is the expression of each Party’s true meaning and
      shall be binding upon all the
Parties.

              


      

      


      
        	
                6

              	
                Covenant
      Of The Pledgor

              


      

      


      
        	
                6.1 

              	
                During
      the term of this Agreement, the Pledgors covenants to Party A that the
      Pledgors will:

              


      

      


      
        	
                 
      

              	
                6.1.1

              	
                Unless
      consented by Party A, not transfer or assign the equity interests, create
      or permit to create any pledges which may have an adverse effect on the
      rights or benefits of the Pledgee without prior written consent from the
      Pledgee except transfer to the Pledgee or the person designated by the
      Pledgee as required by the
Pledgee;

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                6.1.2

              	
                comply
      with and implement laws and regulations with respect to the pledge of
      rights, present to Party A the notices, orders or suggestions with respect
      to the Pledge issued or made by the competent authority within five days
      upon receiving such notices, orders or suggestions and take actions in
      accordance with the reasonable instruction of Party
  A;

              


      

      


      
        	
                 
      

              	
                6.1.3

              	
                timely
      notify Party A of any events or any received notices which may affect the
      Pledgor’s equity interest or any part of its right, and any events or any
      received notices which may change the Pledgor’s any covenant and
      obligation under this Agreement or which may affect the Pledgor’s
      performance of its obligations under this Agreement, take actions in
      accordance with the instructions of Party
A;

              


      

      


      
        	
                6.2

              	
                The
      Pledgors agree that Party A’s right of exercising the Pledge pursuant to
      this Agreement shall not be suspended or hampered by the Pledgors or any
      successors or transferees of the Pledgors or any other
      persons.

              


      

      


      
        	
                6.3

              	
                The
      Pledgors warrant to Party A that in order to protect or perfect the
      security over the obligation  of the technical consulting and
      service fees under the Organization  Agreement, the Pledgors
      shall make any necessary amendments on the Articles of Association of the
      Pledgor and the Company respectively, and execute in good faith and cause
      other parties who have interests in the pledge to execute all the title
      certificates, contracts, and /or perform and cause other parties who have
      interests to take action as required by the Pledgee and make access to
      exercise the rights and authorization vested in the Pledgee under this
      Agreement, and execute all the documents with respect to the changes of
      certificate of equity interests with the Pledgee or another party
      designated by the Pledgee, and provides the Pledgee with all the documents
      regarded as necessary to the Pledgee within the reasonable
      time.

              


      

      


      
        	
                6.4

              	
                The
      Pledgors warrants to Party A that the Pledgors will comply with and
      perform all the guarantees, covenants, agreements, representations and
      conditions for the benefits of the Pledgee. The Pledgor shall compensate
      for all the losses suffered by Party A for the reasons that the Pledgor
      does not perform or fully perform their guarantees, covenants, agreements,
      representations and conditions.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      
        	
                7

              	
                Event
      Of Default

              


      

      


      
        	
                7.1

              	
                The
      following events shall be regarded as an event of
  default:

              


      

      


      
        	
                 
      

              	
                7.1.1

              	
                The
      Company or its successors or transferees fails to make full payment of
      service fees under the Reorganization Agreement on time, or the Pledgors
      or its successors or transferees fail to perform the Business Operations
      Agreement, the Option Agreement and the Exclusive Consulting and Services
      Agreement;

              


      

      


      
        	
                 
      

              	
                7.1.2

              	
                The
      Pledgors make any material misleading or fraudulent representations or
      warranties under Article 5 and 6 herein, and/or the Pledgor is in
      violation of any representations or warranties under Article 5 and 6
      herein;

              


      

      


      
        	
                 
      

              	
                7.1.3

              	
                The
      Pledgors gravely violate any provisions of this
  Agreement;

              


      

      


      
        	
                 
      

              	
                7.1.4

              	
                The
      Pledgors waive the pledged equity interests or transfers the pledged
      equity interests without prior written consent from the Pledgee except
      otherwise agreed under Article 6.1.1
herein;

              


      

      


      
        	
                 
      

              	
                7.1.5

              	
                The
      Pledgor’s any external loan, security, compensation, covenants or any
      other compensation liabilities are required to be repaid or performed
      prior to the scheduled date; or are due but can not be repaid or performed
      as scheduled and thereby cause the Pledgee to deem that the Pledgor’s
      capacity to perform the obligations herein is affected, which subsequently
      affects the interests of Party A;

              


      

      


      
        	
                 
      

              	
                7.1.6

              	
                The
      Pledgors are incapable of repaying the general debt or other debt, which
      subsequently affects the interests of Party
A;

              


      

      


      
        	
                 
      

              	
                7.1.7

              	
                This
      Agreement is illegal for the reason of the promulgation of any related
      laws or the Pledgor's incapability of continuing to perform the
      obligations herein;

              


      

        


      
        	
                 
      

              	
                7.1.8

              	
                Any
      approval, permits, licenses or authorization from the competent authority
      of the government needed to perform this Agreement or validate this
      Agreement are withdrawn, suspended, invalidated or materially
      amended;

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                7.1.9

              	
                The
      property of the Pledgor is adversely changed and causes Party A to deem
      that the capability of the Pledgor to perform the obligations herein is
      affected;

              


      

      


      
        	
                 
      

              	
                7.1.10

              	
                Other
      circumstances whereby the Pledgee is incapable of exercising the right to
      dispose the Pledge in accordance with relevant
  laws.

              


      

      


      
        	
                7.2

              	
                The
      Pledgor shall immediately give a written notice to Party A if the Pledgor
      is aware of or find that any event under Article 7.1 herein or any events
      that may result in the foregoing events have happened or are going
      on.

              


      

       

      
        	
                7.3

              	
                Unless
      the event of default under Article 7.1 herein has been solved to Party A's
      satisfaction, Party A, at any time when the event of default happens or
      thereafter, may give a written notice of default to the Pledgor and
      require the Pledgor to immediately make full payment of the outstanding
      fees under the Reorganization Agreement, and other payables or timely
      perform the Business Operation Agreement or the Option Agreement. If the
      Pledgor or the Company fails to redress its breach or take any necessary
      remedies within ten (10) days of giving such a written notice, Party A
      shall be entitled to dispose the Pledge in accordance with Article 8
      herein.

              


      

      


      
        	
                8

              	
                Exercise
      Of The Right Of The Pledge

              


      

      


      
        	
                8.1

              	
                The
      Pledgor shall not transfer the pledge without prior written approval from
      Party A prior to the full repayment of the fees under the Reorganization
      Agreements..

              


      

      


      
        	
                8.2

              	
                Party
      A shall give a notice of default to the Pledgors when it exercises the
      right of pledge according to Article
7.3.

              


      

        


      
        	
                8.3

              	
                Subject
      to Article 7.3, the Pledgee may exercise the right to dispose the Pledge
      at any time when Party A gives a notice of default in accordance with
      Article 7.3 or thereafter.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                8.4

              	
                Party
      A is entitled to have priority in receiving payment by the evaluation or
      proceeds from the auction or sale of whole or part of the share pledged
      herein in accordance with legal procedure until the outstanding fees under
      the Reorganization Agreements and all other payables there under are
      repaid, and the full performance of the Business Operations Agreement or
      the Option Agreement.

              


      

      


      
        	
                8.5

              	
                The
      Pledgors shall not hinder the Pledgee from disposing the Pledge in
      accordance with this Agreement and shall give necessary assistance so that
      the Pledgee could realize its
Pledge.

              


      

      


      
        	
                9

              	
                Transfer

              


      

      


      
        	
                9.1

              	
                The
      Pledgors shall not transfer the rights and obligations to any third party
      herein without prior consent from the
Pledgee.

              


      

      


      
        	
                9.2

              	
                This
      Agreement shall be binding upon the Pledgors and their successors and be
      effective to Party A and his successors and
  assignees.

              


      

      


      
        	
                9.3

              	
                Party
      A may transfer its all or any rights and obligations under the
      Reorganization Agreement to any third party at any time. In this case, the
      assignee shall enjoy and undertake the same rights and obligations herein
      of Party A as if the assignee is a party hereto. When Party A transfers
      the rights and obligations under the Reorganization Agreement, at the
      request of Party A, the Pledgors shall execute relevant agreements and/or
      documents with respect to such
transfer.

              


      

      


      
        	
                9.4

              	
                After
      the Pledgee’s change resulting from the transfer, the new parties to the
      pledge shall reexecute a pledge agreement and the Pledgors shall be in
      charge of going through all the registration
  procedures.

              


      

      
         

      

      
        	
                10

              	
                Fees
      And Other Charges

              


      

       

      All the
fees and actual expenditures in relation to this Agreement including but not
limited to legal fees, cost of production, stamp tax and any other taxes and
charges shall be equally shared by both parties.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                11

              	
                Force
      Majeure

              


      

      


      
        	
                11.1

              	
                If
      this Agreement is delayed in or prevented from performing in the Event of
      Force Majeure (“Event of Force Majeure”), only within the limitation of
      such delay or prevention, the affected party is absolved from any
      liability under this Agreement. Force Majeure, which includes acts of
      governments, acts of nature, fire, explosion, geographic change, flood,
      earthquake, tide, lightning, war, means any unforeseen events beyond the
      prevented party’s reasonable control and cannot be prevented with
      reasonable care. However, any shortage of credit, capital or finance shall
      not be regarded as an event beyond a Party’s
      reasonable control.  The Party affected by Force Majeure who
      claims for exemption from performing any obligations under this Agreement
      or under any Article herein shall notify the other party of such exemption
      promptly and advice him of the steps to be taken for completion of the
      performance.

              


      

      


      
        	
                11.2

              	
                The
      Pledge affected by Force Majeure shall not assume any liability under this
      Agreement. However, subject to the Party affected by Force Majeure having
      taken its reasonable and practicable efforts to perform this Agreement,
      the Party claiming for exemption of the liabilities may only be exempted
      from performing such liability as within limitation of the part
      performance delayed or prevented by Force Majeure. Once causes for such
      exemption of liabilities are rectified and remedied, both parties agree to
      resume performance of this Agreement with their best
    efforts.

              


      

      


      
        	
                12

              	
                Applicable
      Law and Dispute Resolution

              


      

      


      
        	
                12.1

              	
                The
      execution, validity, performance and interpretation of this Agreement
      shall be governed by and construed in accordance with the PRC
      law.

              


      
 

      
        	
                12.2

              	
                The
      parties shall strive to settle any dispute arising from the interpretation
      or performance through friendly consultation. In case no settlement can be
      reached through consultation, each party can submit such matter to China
      International Economic and Trade Arbitration Commission (“CIETAC”) for
      arbitration. The arbitration shall follow the current rules of CIETAC, and
      the arbitration proceedings shall be conducted in Chinese and shall take
      place in Beijing. The arbitration award shall be final and binding upon
      the parties.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                12.3

              	
                Each
      Party shall continue performance of this Agreement in good faith according
      to the stipulations herein except the matters in
  dispute.

              


      

      


      
        	
                13

              	
                Notice

              


      

      


      Any
notice or correspondence, which is given by the Party as stipulated hereunder,
shall be in Chinese and English writing and shall be delivered in person or by
registered or prepaid mail or recognized express service, or be transmitted by
telex or facsimile to the following addresses:

      


      Party A:
Simlife (Beijing) Science Co., Ltd.

      
        Address:
Rm.416 No.18, West Ring South Road, Beijing Economic and Technology Development
Zone, Beijing

      

          Fax:
85894836

          Tel:
85805125

      Addressee:
Chen JunHong

      


      Party
B:

      Shareholder
I, Jia Tao

      Address:
35F, Tengda Tower No.168 Xiwai Street Haidian District, Beijing,
PRC.

      Fax:
85894836

      Tel:
85805125

      Addressee:
Jia Tao

      


      Shareholder
II, Chen JunHong

      Address:
Rm.17, No.442, South Road Siming, Siming District, Xiamen, Fujian,
PRC

      Fax:
86-592-5161130

      Tel:
86-592-5161157

      Addressee:
Chen JunHong

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                14

              	
                Appendices

              


      

      


      The
appendices to this Agreement are entire and integral part of this
Agreement.

      


      
        	
                15

              	
                Waiver

              


      

      


      The
Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or
privileges hereunder shall not be deemed as the waiver of such rights, remedies,
power or privileges. Any single or partial exercise of the rights, remedies,
power and privileges shall not exclude the Pledgee from exercising any other
rights, remedies, power and privileges. The rights, remedies, power and
privileges hereunder are accumulative and shall not exclude the application of
any other rights, remedies, power and privileges stipulated by
laws.

      


      
        	
                16

              	
                Miscellaneous

              


      

      


      
        	
                16.1

              	
                Any
      amendments, modifications or supplements to this Agreement shall be in
      writing and come into effect upon being executed and sealed by the parties
      hereto.

              


      

      


      
        	
                16.2

              	
                The
      Parties hereby agree that this fair and equitable Agreement is executed on
      the basis of equality and mutual benefit, In case any terms and
      stipulations in this Agreement is regarded as illegal or can not be
      performed in accordance with the applicable law, such terms and
      stipulations shall be deemed to lose effect and enforcement within the
      scope governed by the applicable law, and the rest stipulations will
      remain effective.

              


      

      


      
        	
                16.3

              	
                The
      shareholders of Party B undertake that with any alternation in proportion
      of the equity interest held by Party B, this Agreement shall be binding
      upon Party B, and all the equity interests in Party B on the occasion
      shall be bound by this Agreement. This Agreement and all the agreements
      and/or documents referenced or specifically included herein constitute the
      entire agreement among the Parties in respect of the subject matter hereof
      and supersede all prior oral or written agreements, contract,
      understanding and correspondence among them, including the equity pledge
      agreement among the Party A, Party B, Party C, [  ] and
      [  ]dated [  ].

              


      

       

      
        	
                16.4

              	
                This
      Agreement shall be executed in Chinese and kept in 2
    copies.

              


      
 

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (No text
on this page. Only for signature)

       

      Party
A:

      Simlife
(Beijing) Science Co., Ltd.

      (Seal)

       

      Party
B:

      Shareholder
I

      /s/ Jia
Tao

      Shareholder
II

      /s/ Chen
Jun Hong
 

      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      Appendix

       

      The
Certificate of Distribution of the Shareholders


      
        
           


        

        
          14