Exhibit
      10.1

    


    Intra−Asia
      Entertainment Corporation

    07
      Floor
      E-Wing Center

    No.
      113
      Zhichunlu, Haidian District

    Beijing,
      China 100086

    


     

    July
      24,
      2007

     

    To
      the
      Investors Listed on the Signature Page hereof. 

    


    Re: Limited
      Waiver and Modification of Securities Purchase Agreement

    


    Ladies
      and Gentlemen:

    


    Reference
      is hereby made to that certain Securities Purchase Agreement, dated as of May
      14, 2007 (as amended, supplemented or otherwise modified from time to time,
      the
“Purchase
      Agreement”),
      among
      Intra−Asia Entertainment Corporation, a Nevada corporation, and all predecessors
      thereto (collectively, the “Company”),
      Cabowise International Ltd., a British Virgin Islands company, PKU Chinafront
      High Technology Co., Ltd., a company organized under the laws of the People's
      Republic of China, the selling stockholders identified on the signature pages
      thereto and the investors identified on the signature pages thereto (each,
      an
“Investor”
and
      collectively, the “Investors”).
      Initially capitalized terms used but not defined in this letter have the
      meanings given to them in the Purchase Agreement. Unless otherwise indicated,
      Section references used in this letter are references to those Sections in
      the
      Purchase Agreement.

     

    The
      Company acknowledges that Section 4.15 of the Purchase Agreement provides,
      in
      part, that the Company shall obtain approval of its stockholders for a 1 for
      6
      reverse stock split of the Company’s Common Stock within 60 days of the Closing
      and shall take all actions to effectuate the Reverse Stock Split within 5
      Business Days following such stockholder approval. The Company and the
      undersigned Investors acknowledge that the Company has obtained the approval
      of
      holders of a majority of outstanding shares of voting stock of the Company
      for
      the Reverse Stock Split and has filed on June 18, 2007, a Definitive Information
      Statement on Schedule 14C with the Securities and Exchange Commission (the
      “Information
      Statement”),
      as
      required by the Securities Exchange Act of 1934, as amended, and Regulation
      14C
      promulgated thereunder.

     

    The
      Company and the undersigned Investors have discussed increasing the ratio of
      the
      Reverse Stock Split in an effort to, among other things, increase the price
      per
      share of Common Stock to an amount sufficient to satisfy certain Nasdaq listing
      requirements. The Company and the undersigned Investors, by their execution
      hereof, wish to modify and amend certain post-closing obligations of the Company
      set forth in the Purchase Agreement related to increasing the ratio of the
      Reverse Stock Split. 

     

    1. The
      Company hereby requests that the undersigned Investors consent to, and the
      undersigned Investors by their signatures set forth below consent to, the
      amendment and modification of the Purchase Agreement as follows: 

     

    a. The
      definition of “Reverse Stock Split” in the Purchase Agreement shall be deleted
      in its entirety and replaced with the following:

     

    
      	 	
              i.

            	
              “Reverse
                Stock Split”
                means a 1 for 7.5 reverse stock split of the Company’s Common
                Stock.”

            


    

     

    


     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    b. Section
      4.15(a) of the Purchase Agreement is hereby deleted in its entirety and replaced
      with the following:

     

    
      	 	
              i.

            	
              As
                soon as practicable, but in any event within 10 Business Days following
                July 24, 2007, the Company covenants and agrees to obtain the approval
                of
                the holders of a majority of its outstanding shares of voting stock
                in
                order to effectuate the Reverse Stock Split (the “Stockholder
                Approval”).

            


    

     

    c. Section
      4.15(b) of the Purchase Agreement is hereby deleted in its entirety and replaced
      with the following:

     

    
      	 	
              i.

            	
              In
                furtherance of the obligations of the Company under Section 4.15(a),
                the
                Company shall obtain Stockholder Approval in connection with this
                Section
                4.15, and in pursuit thereof (a) the Board of Directors of the Company
                shall adopt proper resolutions authorizing the actions set forth
                in
                subsection (a) above and (b) as soon as practicable after obtaining
                Stockholder Approval, but in any event by the earlier of (i) 45 days
                after
                obtaining Stockholder Approval and (ii) the expiration of the 20
                day
                period set forth in Rule 14c-2(b) of Regulation 14C as promulgated
                under
                the Exchange Act, the Company shall take all actions necessary to,
                and
                actually effectuate, the Reverse Stock Split, which actions shall
                include,
                without limitation, the filing within 5 Business Days of obtaining
                Stockholder Approval of an amendment (solely to reflect the Reverse
                Stock
                Split) to that certain Definitive Information Statement on Schedule
                14C as
                filed with the Commission on June 18,
                2007.

            


    

     

    2. The
      undersigned Investors acknowledge and agree that the amended Information
      Statement must be filed with the Commission, mailed to shareholders of the
      Company and the actions described therein may not be effectuated for at least
      20
      days thereafter pursuant to Rule 14c-2(b) of Regulation 14C as promulgated
      under
      the Exchange Act. The Company acknowledges and agrees that other than as
      contemplated herein no other terms of the Information Statement shall be amended
      or modified.

     

    3. The
      undersigned Investors hereby waive any claims that they may have under the
      terms
      of the Purchase Agreement arising out of or based on any failure by the Company
      to effectuate the 1 for 6 reverse stock split of the Company’s Common Stock as
      previously contemplated by the Purchase Agreement prior to the date hereof.
      

     

    4. The
      undersigned Investors acknowledge that the Company provides no assurance that
      effectuating the Reverse Stock Split (as revised by this letter) will result
      in
      an increase of the Company’s stock price sufficient to satisfy applicable
      listing requirements of Nasdaq or other stock exchange. 

     

    Except
      as
      expressly provided in this letter, all of the terms and conditions of the
      Purchase Agreement remain in full force and effect and none of such terms and
      conditions are, or shall be construed as, otherwise amended or modified.
      Notwithstanding anything contained herein, the consents and limited waiver
      contained in this letter (a) are limited as specified, (b) are
      effective only with respect to the transactions described in this letter for
      the
      specific instance and the specific purpose for which they are given,
      (c) shall not be effective for any other purpose or transaction, and
      (d) do not constitute an amendment or basis for a subsequent consent or
      waiver of any of the provisions of the Purchase Agreement.

     

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    This
      letter contains the entire understanding of the parties with respect to the
      subject matter hereof and supersedes all prior agreements, understandings,
      discussions and representations, oral or written, with respect to such matters,
      which the parties acknowledge have been merged into this letter.

     

    This
      letter may be executed in one or more duplicate counterparts and by different
      parties hereto in separate counterparts, each of which when so executed and
      delivered shall be deemed an original, but all such counterparts together shall
      constitute but one and the same instrument. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid and
      binding obligation of the party executing (or on whose behalf such signature
      is
      executed) with the same force and effect as if such facsimile signature page
      were an original thereof.

     

    This
      letter shall be governed by, and construed under, the laws of the State of
      New
      York, without reference to conflicts of laws (other than Section 5-1401 and
      Section 5-1402 of the New York General Obligations Law). To the fullest extent
      permitted by applicable law, the parties irrevocably submit to the non-exclusive
      jurisdiction of any New York State court or federal court sitting in New York
      City in respect of any suit, action or proceeding arising out of or relating
      to
      the provisions of this letter and irrevocably agree that all claims in respect
      of any such suit, action or proceeding may be heard and determined in any such
      court. The parties hereto hereby waive, to the fullest extent permitted by
      applicable law, any objection that they may now or hereafter have to the laying
      of venue of any such suit, action or proceeding brought in any such court,
      and
      any claim that any such suit, action or proceeding brought in any such court
      has
      been brought in an inconvenient forum. The parties hereto hereby waive, to
      the
      fullest extent permitted by applicable law, any right to trial by jury with
      respect to any action or proceeding arising out of or relating to this
      letter.

     

    [Remainder
      of page intentionally left blank]

     


    


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    Please
      indicate your agreement to and granting of the foregoing consents and limited
      waiver by executing this letter in the space provided below and delivering
      this
      letter to us.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              INTRA−ASIA
                ENTERTAINMENT CORPORATION

            
	 	 
	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Shudong Xia

            
	 	
              Name:
                Shudong Xia

            
	 	
              Title:
                CEO and President 

            


    

     

     

    Accepted
      and agreed to as of July 24, 2007:

    


     

      
        	
                INVESTORS:

                 

                Pinnacle
                  China Fund, LP

                 

                By:
                  /s/
                  Barry Kitt

                Name:
                  

                Title:
                  

                 

                 

                The
                  Pinnacle Fund, LP

                 

                By:
                  /s/
                  Barry Kitt

                Name:

                Title:

                 

                 

              	 


      

      


       

      


    

    


     

    
      
         

      

      
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