**EXHIBIT
      10.1**





**Management
      Agreement of**






**Chi
      Shing NG, Chief Executive Office and Founder of China Digital Media
      Corporation**







**EMPLOYMENT
      AGREEMENT**





This
      Employment Agreement (this “Agreement”) dated as of this 15th t day of
      December, 2005,, and to be effective as of January 1, 2006 (the "Effective
      Date"), by and between China Digital Media Corporation., a Nevada corporation
      (the “Company”), and Chi Shing NG, a resident of Hong Kong SAR (the
“Executive”).





**W
      I T N E S S E T H:**





WHEREAS,
      the Company is engaged in and seeks to expand its business in the media,
      broadcasting, television commercials and related industry segments, and the
      Executive has substantial experience in managing and operating businesses and
      as
      a senior management executive that would be very beneficial to the Company’s
      operations and future prospects;





WHEREAS,
      the Company believes its progress and its prospects for future development
      and
      growth would be significantly enhanced if the Executive were to serve as the
      Company’s Chief Executive Office (“CEO”);





WHEREAS,
      the Board of Directors of the Company (the “Board”) has authorized this
      Agreement with the Executive and has approved its terms and conditions, all
      of
      which the Board has found to be reasonable, proper, and in the best interest
      of
      the Company;





WHEREAS,
      the Company and the Executive desire to set forth the terms and conditions
      pursuant to which the Executive will be employed by the Company;
      and





WHEREAS,
      the Executive is willing to be employed by the Company pursuant to the terms
      and
      conditions set forth herein;





NOW
      THEREFORE, in consideration of the foregoing premises and of the mutual
      covenants and undertakings contained herein, the parties to this agreement
      hereby agree as follows:





**ARTICLE
      I**





**EMPLOYMENT
      DUTIES AND COMPENSATION**





**1.01      
      (a)**  **Initial
      Terms of Employment and Duties.** The
      Company and the Executive hereby agree that for a thirty-six (36) month period
      beginning on the Effective Date, the Company shall employ the Executive as
      the
      CEO and the Executive shall perform services for the Company at the Company’s
      headquarters location. The last day of such thirty-six (36) month period shall
      be the "Termination Date" for purposes of this Agreement.





**(b)**  **Renewal
      of Term.** Unless
      the Company shall have given the Executive written notice at least 180 days
      prior to the Termination Date, this Agreement shall renew and continue in effect
      for additional one-year periods (and all provisions of this Agreement shall
      continue in full force and effect), and each successive anniversary from such
      original Termination Date shall thereafter be designated as the “Termination
      Date” for all purposes under this Agreement, provided, however, that the Company
      may, at its election at any time after the expiration of the initial term of
      this Agreement, give the Executive notice of termination, in which event the
      Executive shall continue to receive, as severance pay, his base salary, if
      any,
      and benefits set forth in Paragraphs (d) and (f) below for 12 full months
      following such notice of termination. During such 12-month severance period,
      the
      Board may modify the Executive’s duties as described in Paragraph (c) below
      without triggering the provisions of Section 2.03 below. The Company agrees
      that
      it will not unreasonably withhold any annual renewals of this
      Agreement.




1





**(c)**  **Duties:**


As
      the
      CEO of the Company, the Executive shall carry out the strategic plans and
      policies as established by the Board of Directors of the Company and shall
      report to the Board of Directors. The Executive’s duties shall include but not
      be limited to the following:





(i)
            Supporting
                the operations and administration of the Board of Directors by advising
                and informing Board members with regard to the operations of the
                Company
                and interfacing between the Board and the staff of the Company;





(ii)
            Overseeing
                the design, marketing, promotion, delivery, and quality of company
                programs, products, and services;





(iii)
            Working
                with the CFO, recommending a yearly budget for Board approval and
                prudently managing the Company’s resources within those budgetary
                guidelines according to current laws and regulations;





(iv)
            Effectively
                managing the human resources of the organization according to authorized
                personnel policies and procedures that fully conform to current laws
                and
                regulations;





(v)
            Recruit
                and train executive staff for Company and promote its mission programs,
                products, and services are consistently presented in strong, positive
                image to relevant stakeholders.





As
      the
      Executive shall be entitled to exercise all rights and power and shall have
      all
      the privileges and authorities commensurate with his offices, including without
      limitation:





(i)
            The
                full authority for the operations and conduct of the business of
                the
                Company;





(ii)
            General
                decision-making authority with respect to the day-to-day operations
                of the
                business of the Company;





(iii)
            The
                engagement, retention, and termination of employees and independent
                contractors of the Company, the setting of the compensation and other
                material terms of employment or engagement of employees and independent
                contractors and the establishment of work rules for employees; and





(iv)
            The
                initiation, development, and implementation of new business, subject
                to
                the approval of and supervision of the Board. The Executive shall
                render
                his services thereunder in the headquarters city (or other headquarters
                location approved by the Board) subject to such reasonable travel
                as may
                be required to perform his duties hereunder. During the term of
                employment, the Executive shall devote such time as is required to
                perform
                his services hereunder.





**(d)**  **Compensation:**


During
      the initial term of this Agreement and for each renewal term thereafter, the
      Executive’s annual gross base salary pursuant to this agreement shall be as set
      forth below:




2





(i)
            For
                the three-year period immediately following the beginning date above,
                $12.00 per year payable at a rate of $1.00 per month for the first
                year
                hereunder; $14.40 per year payable at a rate of $1.20 per month for
                the
                second year, $17.28 per year payable at a rate of $1.44 per month
                for the
                third year.(ii)
            For
                the second year under this Agreement, if the revenue growth in 2006
                comparing to 2005 is over 50%, the Executive’s gross base salary and
                compensation package shall adjust to the “Market Rate”. The Market Rate
                shall be comparable to rate of pay of a CEO who is employed by a
                company
                in the similar industry with similar capacity, and such Market Rate
                shall
                be determined and approved by the
                Board.





Nothing
      herein shall be deemed to restrict the right of the Board to increase the
      Executive’s annual gross base salary, bonuses, and fringe benefits or grant
      stock options at any time in its discretion.





**(e)**  **Bonuses.** The
      Executive shall be entitled to such bonuses as are described in Exhibit A
      attached hereto.





**(f)**  **Fringe
      Benefits.** The
      Company shall provide to Executive, during the term of his employment
      hereunder:





(i)
            All
                so-called “fringe benefits” including, but not limited to, participation
                in pension plans, profit-sharing plans, hospitalization insurance,
                medical
                insurance, dental insurance, disability insurance, life insurance,
                and the
                like that are granted to or provided for eligible employees of the
                Company, or that may be granted to or provided for during the term
                of the
                Executive’s employment under this Agreement; and upon termination of
                Executive’s services with the Company, the Executive may, at his option
                and at his expense, continue the Executive’s hospitalization/medical/
                dental/disability and life insurance policy without interruption
                until his
                death, if permitted by the terms of such group
                policies.





(ii)
            Four
                weeks’ paid vacation per year.





(iii)
            A
                monthly housing and auto allowance of $0.00 which will be paid monthly
                to
                Executive at the first of each month during the period of this contract
                or
                any renewals hereunder.





**(g)**  **Travel
      and Reimbursement of Expenses.** The
      Company agrees to pay to on behalf of Executive the cost of travel and other
      expenses incurred by Executive on the Company’s behalf. It is understood that
      the Company will reimburse Executive for reasonable travel expenses between
      the
      Company headquarters and other office locations, and Executive’s primary
      residences, provided that reasonable efforts are made to manage the costs
      associated with travel.





**ARTICLE
      II**





**RIGHTS
      ON TERMINATION OF EMPLOYMENT**





**2.01**  **Right
      to Terminate Employment.** At
      any
      time the Executive may, at his option, terminate his employment under this
      Agreement upon not less than 30 days’ written notice to the Board of Directors
      of the Company given at any time. In the event of the termination of this
      Agreement by the Executive, the Executive shall be entitled to:





(i)
            a
                portion of his monthly salary and any accrued bonus earned by the
                Executive prior to the date of termination, computed pro rata up
                to and
                including the date of termination.




3




**2.02**  **Disability.** If,
      because of mental or physical disability, the Executive shall be incapable
      for a
      period of six consecutive months (the “Disability Period”) of performing his
      obligations and agreements hereunder (hereinafter referred to as a “Disability”)
      during which period the provision of this Agreement will continue to apply
      in
      full force and effect, then, at the election of the Company expressed to the
      Executive in writing, this Agreement shall terminate at the end of such
      Disability Period, except that the Executive shall receive 75% of his base
      salary then in effect for one year from the date of termination, together with
      the bonuses described on Exhibit A hereto. The Company may at its option
      alternatively purchase an insurance policy that will provide the same disability
      benefit to the Executive. Additionally, any stock options previously granted
      but
      not vested shall become vested upon termination for Disability by the Company.
      The determination of whether the Executive has suffered a Disability shall
      be
      made by three licensed medical doctors: one chosen by the Company, one chosen
      by
      the Executive, and one chosen by the two doctors so chosen.





**2.03**  **Rights
      Upon Termination of Employment Without Cause Prior to the
      Termination:**


The
      Company may terminate the Executive’s services without Cause by delivering
      written notice of such termination to the Executive. In addition,
      any:





(i)
            Material
                change of the Executive’s title, responsibilities, or authority by the
                Board without the Executive’s concurrence which is not cured within 30
                days after notice by the Executive,(ii)
            Material
                breach by the Company of this Agreement which continues for 30 days
                after
                notice by the Executive, or





(iii)
            a
                change in control of the Company that is required to be reported
                by the
                Company on Form 8-K,





shall
      be
      deemed termination by the Company without Cause. In the event of termination
      pursuant to clauses (i), (ii), or (iii) of the preceding sentence, the Executive
      shall be entitled to give notice of termination, which notice shall have the
      same effect as a notice delivered by the Company, or




If,
      prior to
      the Termination Date, the Company terminates the Executive’s employment for any
      reason other than Cause or Disability, then the Company shall:





(i)
            Continue
                to pay the Executive (in the same manner as prior to such termination)
                after the date of such termination the compensation provided under
                Section
                1.01 above through the Termination Date as if the Executive had been
                employed hereunder during such
                period;





(ii)
            Pay
                all bonuses quarterly as if the mutually agreed upon targets were
                met;





(iii)
            Provide
                the Executive with continued coverage through the Termination Date
                under
                any employee benefit plan (as such term is defined in Section 3(3)
                of the
                Employee Retirement Income Security Act of 1974, as amended) then
                maintained by the Company and in which the Executive then participates
                or
                any successor plan thereof. Notwithstanding 2.03(iii) above, the
                Company
                hereby agrees to maintain the Executive’s
                hospitalization/medical/dental/disability and life insurance policy
                in
                effect at the time of termination through the full period of this
                Agreement, to continue to pay any premium to maintain the policy
                through
                the full period of this Agreement, and the Executive may, at his
                option
                and his expense at the end of this Agreement or termination, continue
                the
                policy without interruption until his death if permitted by the terms
                of
                such policy.





**2.04**  **Right
      Upon Termination of Employment for Cause**


The
      Company shall have the right at any time, by giving written notice to Executive
      to terminate Executive’s employment for Cause. Cause shall be deemed to have
      occurred if the Executive is convicted of a felony or a crime involving fraud,
      gross negligence, or significant mismanagement of the business. Upon such
      termination for Cause, Executive shall be paid his current monthly salary and
      any bonuses earned up to that point, and Executive may exercise any unexercised
      options or warrants that are vested. Executive shall forfeit all unexercised
      options not then vested.




4





**2.05**  **Beneficiaries
      of Payments**


If
      the
      Executive shall die before receiving all payments to be made by the Company
      to
      him pursuant to any of the provisions of this Agreement, all such payments
      or
      any remaining payments, as the case may be, shall be made by the Company to
      such
      beneficiary or beneficiaries as the Executive may designate from time to time
      by
      notice in writing filed with the Company, or if the Executive shall fail or
      fail
      effectively to designate a beneficiary, or if no beneficiary shall survive
      the
      date when the last payment is to be made, any remaining payments shall be made
      to the Executive’s estate.





**ARTICLE
      III**





**PROTECTIONS/CONFIDENTIALITY**





**3.01**  **Covenants
      Regarding Protections:**




**** The
      Executive hereby agrees and covenants to the following:





**(a)**  **Solicitation
      of Customers and Registered Primary Vendors:**


During
      the term of this Agreement and for a period of three months following the
      termination of this Agreement by either party (other than a termination of
      this
      Agreement by the Company’s failure to renew it pursuant to Section 1.01(b)
      above), the Executive hereby agrees not to solicit or contact in any manner
      that
      could be reasonably construed as a solicitation, any past or current customer
      or
      registered primary vendor of the Company for purposes of encouraging such
      customer to refrain from purchasing products or services from the Company or
      for
      purposes of encouraging such vendor to refrain from providing services or
      selling products to the Company. Notwithstanding the above, if the Executive
      should leave the Company and join a competitive company, it is recognized by
      the
      parties that the industry utilizes a variety of marketing and sales techniques
      such as direct mail, telemarketing, advertising, etc., and the customer might
      be
      contacted by the Company that the Executive joins as a matter of course, and
      in
      this event this practice would not be considered a violation of this
      Agreement.





**(b)**  **Solicitation
      of Executives:**


During
      the term of this Agreement and for a period of three months following the
      termination of this Agreement by either party (other than a termination of
      this
      Agreement by the Company’s failure to renew it pursuant to Section 1.01(b)
      above), the Executive hereby agrees not to employ, either directly or indirectly
      through any entity in which the Executive is an executive officer, and agrees
      not to solicit, or contact in any manner that could reasonably be construed
      as a
      solicitation, any executive officer or director of the Company for purposes
      of
      encouraging such person to leave or terminate his employment with the
      Company.





**3.02**  **Confidentiality;
      Competitive or Personal Disparagement:**


The
      Executive and the Company hereby agree that neither will, during the term of
      the
      Executive’s employment or at any time following the termination hereof for any
      reason, do or cause to have done any of the following:





(i)
            Without
                the prior written consent of the other party, use for its own purposes
                or
                disclosure to any person or other entity any confidential and/or
                proprietary information of the Company or the Executive;
                and





(ii)
            Each
                party agrees that it will not disparage the other
                party.





**3.03**  **Enforcement:**


The
      Executive and the Company recognize that the provisions of this Agreement are
      vitally important to the continuing welfare of the Company and the Executive
      and
      that money damages constitute an inadequate remedy for any violation thereof.
      Accordingly, in the event of any such violation by the Executive or the Company,
      the Company or the Executive, in addition to any other remedies it may have,
      shall have the right to institute and maintain a proceeding to compel specific
      performance thereof or to issue an injunction restraining any action by the
      Executive or the Company in violation of the Agreement.




5





**ARTICLE
      IV**





**4.01**  **Indemnifications:**


The
      parties agree that the Executive shall be indemnified by the Company against
      any
      liability asserted against the Executive (and expenses, including without
      limitation, reasonable attorney’s fees, court costs, and other legal expenses
      incurred in connection therewith) by reason of his position with the Company
      or
      any subsidiary to the full extent a Nevada corporation may indemnify an officer
      or director under the Nevada General Corporate Law.





**4.02**  **No
      Obligation to Mitigate Damages:**


In
      the
      event of a termination of employment upon a change in control, the Executive
      shall not be required to mitigate damages by seeking other
      employment.





**4.03**  **Arbitration
      and Remedies:**


(a)  All
      disputes, differences, or questions between the parties concerning the
      construction, interpretation, and effect of the Agreement, or the rights,
      obligations, and liabilities of the parties, and which have as their sole remedy
      monetary damages, will be settled by arbitration in Nevada, or such other place
      as the parties may mutually agree. In the case of a dispute, difference, or
      question, one party shall appoint its arbitrator and shall notify the other
      party in writing (the “Arbitration Notice”) of the appointment and the matter to
      be determined. If the party receiving the arbitration notice fails to appoint
      an
      arbitrator and notify the first party of such appointment for 15 days after
      receipt of such notice, the decision of the arbitrator appointed by the first
      of
      the parties shall be final and binding on both of the parties hereto. If two
      arbitrators are appointed, they shall meet within 30 days after appointment
      of
      the second arbitrator. If they do not agree as to their decision, they shall
      choose a third arbitrator, failing which third arbitrator shall be selected
      in
      accordance with the rules of the American Arbitration Association. The
      arbitration shall be held as promptly as possible at such time and place in
      the
      designated city as the arbitrators may determine. The decision of the
      arbitrators so appointed, or a majority of them, will be final and binding
      upon
      the parties hereto. Judgment upon the award may be entered in any court having
      jurisdiction, or application may be made to such court for judicial acceptance
      of the award and an order to enforce, as the case may be. If the arbitrator
      appointed refuses to act, is incapable of acting, or dies, a substitute for
      him
      shall be appointed in the manner provided above.





(b)  Each
      of
      the parties to the Agreement will be entitled to enforce its rights under the
      Agreement specifically, to recover damages by reason of any breach of any
      provision of this Agreement and to exercise all other rights existing in its
      favor. The parties hereto agree and acknowledge that money damages may not
      be an
      adequate remedy for any breach of the provisions of the Agreement and that
      any
      party may, in its sole discretion, apply for specific performance and/or
      injunctive relief in either a federal or state court to enforce or prevent
      any
      violations of the provisions of this Agreement.





**4.04**  **Legal
      Cost and Indemnification:**


The
      Company shall pay the Executive all legal fees and expenses incurred by him
      as a
      result of his termination without Cause or Disability, including but not limited
      to, all such fees and expenses, if any, incurred in contesting or disputing
      any
      such termination or in seeking to obtain or enforce any right or benefit
      provided in this Agreement through legal process or arbitration, if the
      Executive shall be wholly successful on the merits, such amounts not to exceed
      any court-directed maximum.





**4.05**  **Notices:**


(a)  Any
      notice to be given concerning this Agreement shall be given in writing and
      either (i) sent by certified or registered mail, return receipt requested,
      postage prepaid; or (ii) hand-delivered to the recipient personally. In the
      case
      of notice sent by mail, the date of the giving of the notice shall be deemed
      to
      be (i) the date of the postmark of the executed return receipt or (ii) the
      date
      of actual receipt if not postmarked by the United States Postal Service. In
      the
      case of notice being hand-delivered, a written dated receipt shall be given
      therefor. Hand-delivery of any notice to the Company shall be delivered to
      the
      Company’s chief financial officer personally.




6





(b)  Notice
      shall be sent as follows:





If
      to the
      Executive:   Chi
      Shing
      NG





If
      to the
      Company:   China
      Digital Media Corporation


2505-06,
      Stelux House, 698 Prince Edward Road East,


Kowloon,
      Hong Kong





(c)  By
      giving
      notice to all other parties, any party may, from time to time, designate a
      different address to which notice by mail to such party shall be
      sent.





**4.06**  **Successors
      and Assigns; Survival in Case of Merger:**


(a)  This
      Agreement is intended to bind and inure to the benefit of, and be enforceable
      by, the Executive and the Company and their respective successors and
      assigns.





(b)  Without
      limiting the effect of the foregoing, this Agreement and all of its terms shall
      survive, and be enforceable by the Executive, notwithstanding any merger,
      consolidation, combination, or reorganization of the Company with or into any
      other entity or person (“Surviving Entity”), including but not limited to any
      other corporation, partnership, or other similar organization, whether or not
      the Company is the Surviving Entity of such merger, consolidation, combinatiuon,
      or reorganization. The Surviving Entity shall be bound by this Agreement to
      the
      same extent as if such Surviving Entity had entered into the Agreement with
      the
      Executive on the Effective Date.





(c)  As
      a
      condition of any merger, consolidation, combination, or reorganization of the
      Company as discussed in Section 4.06(b) above, the Company agrees to include,
      as
      a condition of consummation of such merger, consolidation, combination, or
      reorganization, an undertaking by the Surviving Entity, pursuant to which the
      Surviving Entity shall agree in writing to be bound by this
      Agreement.





**4.07**  **Amendment;
      Waiver:**


No
      amendment or other modification of this Agreement nor any waiver of any term
      of
      this Agreement shall be valid unless it is in writing and signed by the party
      against whom enforcement of the amendment, modification, or waiver is sought.
      No
      waiver by any party of the breach of any term contained in this Agreement,
      whether by conduct or otherwise, in any one or more instances, shall be deemed
      to be or construed as a further or continuing waiver of any such breach of
      any
      other term of this Agreement.





**4.08**  **Further
      Assurances:**


Each
      party hereto agrees to perform any further acts and to execute and deliver
      any
      further documents mutually agreed to in writing that may be reasonably necessary
      to carry out the provisions of this Agreement.





**4.09**  **Severability:**


In
      the
      event that any of the provisions, or portions thereof, of this Agreement are
      held to be unenforceable or invalid by any court of competent jurisdiction,
      the
      validity and enforceability of the remaining provisions, or portions thereof,
      shall not be affected thereby.





**4.10**  **Construction:**


Whenever
      used herein, the singular number shall include the plural, and the plural number
      shall include the singular.




7





**4.11**  **Gender:**


Any
      references hereto to the masculine gender, or to the masculine form of any
      noun,
      adjective, or possessive, shall be construed to include the feminine or neuter
      gender and form, and vice versa.





**4.12**  **Headings**


The
      headings contained in this Agreement are for purposes of reference only and
      shall not limit or otherwise affect the meaning of any of the provisions
      contained hereof.





**4.13**  **Multiple
      Counterparts:**


This
      agreement may be executed in multiple counterparts, each of which shall be
      deemed to be an original but all of which together shall constitute one and
      the
      same instrument.





**4.14**  **Governing
      Law:**


THIS
      AGREEMENT HAS BEEN EXECUTED IN AND SHALL BE COVERED BY THE LAWS OF THE STATE
      OF
      NEVADA AND THE OBLIGATIONS OF THE PARTIES HERETO SHALL BE PERFORMABLE IN
      NEVADA.





**4.15**  **Inurement:**


Subject
      to the restrictions against transfer or assignment as herein contained, the
      provisions of the Agreement shall inure to the benefit of, and shall be binding
      on, the assigns, successors in interest, personal representatives, estates,
      heirs, and legatees of each of the parties thereto.





**4.16**  **Waiver:**


No
      waiver
      of any provision or condition of this Agreement shall be valid unless executed
      in writing and signed by the party to be bound thereby and then only to the
      extent specified in such waiver. No waiver of any provision or condition of
      this
      Agreement shall be construed as a waiver of any other provision or condition
      of
      this Agreement and no present waivers of any provision or condition of this
      Agreement shall be construed as a future waiver of such provision or
      condition.





**4.17**  **Entire
      Agreement:**


This
      Agreement contains the entire understanding between the parties hereto
      concerning the subject matter contained herein.




8





IN
      WITNESS WHEREOF, the parties to the Agreement have set their respective hands
      hereto as of the date first written above.




**THE
                EXECUTIVE**
              Chi
                Shing NGBy:
            /s/Chi
                Shing NGBy:
                Chi Shing NG








**THE
                COMPANY**
              China
                Digital Media CorporationBy:
            /s/ 
                Daniel LuiName:
                Daniel LuiTitle: Chief
                Financial Officer










**EXHIBIT
      A**





**BONUSES**








·
            **Period
                of Contract and Renewals:**


Executive
      will be eligible for a bonus of up to 0% of his base first year annual salary;
      payable quarterly based upon the completion of Company objectives and
      performance criteria to be mutually agreed upon by Executive and the Board
      of
      Directors at the beginning of each year. The bonuses to the Executive shall
      be
      reviewed annually after the first year.








9