MANAGEMENT AGREEMENT






MANAGEMENT AGREEMENT




THIS AGREEMENT dated for reference the _____ day of ______, 2005.


BY AND BETWEEN:


  
    

    SE GLOBAL EQUITIES CORP., (to be renamed Sun New Media Inc ("SNMI"),
    incorporated under the laws of Minnesota and having its office at PO Box
    297, 1142 S. Diamond Bar Blvd., Diamond Bar, CA 91765

    

    ("SE Global")

  




AND:


  
    
    CAPITAL ALLIANCE GROUP INC., incorporated under the laws of British
    Columbia and having an office at Suite 1200, 777 West Broadway Vancouver, BC
    V5Z 4J7

    

    ("Capital Alliance")

    (SE Global and Capital Alliance being singularly also referred to as a
    "Party" and collectively referred to as the "Parties"
    as the context so requires in this Agreement).

    
    

  

  WHEREAS:

	 SE Global is a company duly incorporated under the laws of the State of
Minnesota, and is a "reporting issuer" for the purposes of the Securities
Act of 1934 with the Securities and Exchange Commission;

  
	 Sun Media became the majority stockholder of SE Global on closing an
acquisition transaction whereby SE Global acquired all the shares of Sun New
Media Group Ltd, a wholly owned subsidiary of Sun Media Investment Holdings Inc
("Sun Media"). As consideration for these shares, SE Global issued Sun
Media 50 million shares of common stock of SE Global representing 78.37% of the
total issued and outstanding share capital of SE Global (the "Share
Transaction");

  
	 SE Global is currently changing its principal business focus to media
entertainment and fiber optic network operations;

  
	 Capital Alliance is a company duly incorporated under the laws of the
Province of British Columbia and is a reporting issuer for the purposes of the
Alberta and British Columbia Securities Acts. Capital Alliance is not a
reporting issuer in the United States; and

  
	 Capital Alliance is desirous of providing certain management advisory
services to SE Global and its subsidiaries following the Share Transaction; and
SE Global wishes to retain the services of Capital Alliance for the purposes and
on the terms and conditions set out in this Agreement


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and provisions contained in this Agreement, the parties agree as
follows:


1. INTERPRETATION

   
     

1.1 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following words
and phrases shall have the following meanings:




	 "Agreement" means this Agreement as from time to time
supplemented or amended;

  
	"Base Fee" means that compensation set forth in section
4.1 below;

  
	 "Board of Directors" or "Board" means
the Board of Directors of SE Global as duly constituted from time to time;

  
	 "Effective Date" has the meaning ascribed to it in
section 3.1 of this Agreement;

  
	 "Indemnified Party" has the meaning ascribed to it in
section 9.2 of this Agreement;

  
	"Non-Renewal Notice" has the meaning ascribed to it in
section 4.2 of this Agreement;

  
	 "Regulatory Approval" means the acceptance for filing,
if required, of the transactions contemplated by this Agreement by the
Regulatory Authorities;

  
	 "Regulatory Authorities" means the US Federal Securities
and Exchange Commission and such other regulatory agencies who have jurisdiction
over the affairs of SE Global and/or Capital Alliance including, all regulatory
authorities from whom any such authorization, approval or other action is
required to be obtained or to be made in connection with the transactions
contemplated by this Agreement;

  
	"Term" has the meaning ascribed to it in section
"3.1" of this Agreement; and

  
	
 "Termination Fee" has the meaning ascribed to it in
section "3.4 of this Agreement.

  



        1.2 Interpretation. For the purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires,:

	(a) the words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, section or other subdivision of this Agreement;
	(b) the headings are for convenience only and do not form a part of this
Agreement nor are they intended to interpret, define or limit the scope or
extent of this or any provision of this Agreement;
	(c) any reference to an entity shall include and shall be deemed to be a
reference to any entity that is a successor to such entity; and
	(d) words in the singular include the plural and words in the masculine
gender include the feminine and neuter genders, and vice versa.



2. SERVICES AND DUTIES OF CAPITAL ALLIANCE

        2.1 Advisory Services. All advisory services rendered pursuant to this
Agreement shall be rendered to the executive officers of SE Global or to the
Board of Directors.{Note: "Board" and "Board of Directors"
are defined terms.}During the Term (as defined) of this Agreement Capital
Alliance will provide SE Global and/or its subsidiaries with such general
corporate, administrative, technical and management advisory services as is
reasonably considered necessary or advisable by SE Global for the due and proper
management of SE Global to achieve the goals and needs of SE Global as
determined by the policies and proceedings of management and the Board of
Directors (collectively, the "Advisory Services") and the
requirements of the Securities and Exchange Commission. Capital Alliance is not
responsible for any expenses relating to SE Global's reporting and maintenance
status with regulatory authorities including and not limited to regulatory
filing fees, audit fee, legal fee or annual maintenance fees immediately after
closing of the Share Purchase transaction.


        2.2 Specific Advisory Services. Without limiting the generality of the
Advisory Services to be provided as set forth in section 2.1 of this Agreement,
it is hereby acknowledged and agreed that Capital Alliance will provide the
following specific advisory services:

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  	 supervision of the hiring of competent personnel as are required for the
efficient operation of SE Global's investment banking business;

    
	 advice regarding the management and supervision of the performance of
personnel and of the operation of various business enterprises of SE Global as
approved by the Board;

    
	 the identification of business opportunities for SE Global, assistance in
the conduct of due diligence, and in the negotiation and conclusion of contracts
for such opportunities;

    
	 assistance in the coordination of the preparation and dissemination of
all North American regulatory filings, press releases and related reports for SE
Global; and

    
	 assistance in setting up corporate alliances for SE Global with major
companies and customers, SE Global's auditors, SE Global's solicitors and SE
Global's affiliated companies and business partners.

    
	Subject to receiving full cooperation and documentations from Sun Media
    and SE Global management, Capital Alliance is to ensure compliance with all
    applicable statutory, regulatory and governmental requirements, including
    without limitation ensuring that all filings required by the SEC and/or any
    other relevant authorities are made.

    
	 Capital Alliance and SE Global are both not responsible for any
    expenses relating to the reporting and maintenance status including and not
    limited to regulatory filing fees, audit fee, legal fee or annual
    maintenance fees for the subsidiaries of SE Global's securities and
    investment banking businesses under Clause 2.1. SE Global's subsidiaries
    shall be responsible for its own fees and expenses as described in this
    clause.





        2.3 Personnel Support. It is hereby acknowledged that SE Global is
contracting with Capital Alliance to provide one or more individuals to provide
the services. It is within the sole discretion of Capital Alliance whom it may
chose to provide such services from time to time, so long as such person is
competent to perform those tasks and such person has been approved by the Board.
In the event that the Advisory Services to be provided to SE Global exceed the
amount of time provided by this Agreement as basic retainer or reasonably exceed
the capacity of Capital Alliance's personnel then, , [SE Global] shall
pay for the employment of additional personnel (any such employment to be at SE
Global's sole discretion), either directly or by contract through Capital
Alliance, to perform the tasks requiring additional personnel as specified by
Capital Alliance and at a rate determined by the Board. For the avoidance of
doubt, any increase in personnel required or excess time spent providing the
Advisory Services as aforesaid shall not entitle Capital Alliance to any
increase in the Base Fee whatsoever.

        2.4 Additional Funding. Save for the prior one-off cash injections
according to the Share Purchase Agreement, SE Global shall not be responsible
for providing any further funding or cash needs to CAG for the provision of the
Advisory Services hereunder, or to the Securities Brokerage Business. SE Global.
may, in its sole discretion provide loans to CAG for the provision of the
Advisory Services hereunder. It is the responsibility of CAG for the due and
proper operation and management of the Securities Brokerage Business as a going
concern.

3. TERM, RENEWAL AND TERMINATION

        3.1 Term. The Term of this Agreement (the "Term") is for
a period of 24 months commencing on the closing date of the Share Transaction
(the "Effective Date") and terminating 24 months from the
Effective Date, subject to the terms set forth in this Agreement.


        3.2 Renewal. This Agreement may be renewed for subsequent one year
periods if negotiated and agreed by the parties in writing at least 90 calendar
days prior to the end of the Term.

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        3.3 Termination. Notwithstanding any other provision of this Agreement,
this Agreement may be terminated:

	 by either Party upon written notice to the other Party if:



  	(i) the other Party commits a material breach of any provision of
        this Agreement and (if such breach is capable of remedy) fails to cure
        the same within 30 calendar days from its receipt of written notice from
        said Party; or
	(ii) the other Party commits fraud, misrepresentation, or serious
        neglect or misconduct in the discharge of its respective duties
        hereunder or under the law; or
	(iii) the other Party becomes adjudged bankrupt or a petition for
        reorganization or arrangement under any law relating to bankruptcy, and
        where any such petition is not dismissed; or
	
      (iv) by SE Global in its absolute discretion and for
        any reason on giving Capital Alliance six months' advance notice in
        writing or on paying to Capital Alliance the equivalent termination pay
        in lieu of notice; or





	
    automatically, upon the completion of the sale
        and purchase of shares of the Subsidiaries pursuant to the exercise of the Purchase Option.



Failure by SE Global to rely on the provision of this paragraph in any given
instance or instances, shall not constitute a precedent or be deemed a waiver.


4. COMPENSATION OF CAPITAL ALLIANCE

        4.1 Base Fee/Reimbursement of Expenses. SE Global will provide
Capital Alliance with a one time stock grant of 250,000 shares of common stock
(post consolidated) of SE Global on entering into this agreement which SE Global
shall qualify under Form S-8 (the "Base Fee"). Subject to the
procedure set out in this clause, Capital Alliance shall be funded for or
reimbursed for all reasonable expenses incurred, or to be incurred, by Capital
Alliance for the benefit of SE Global in accordance with Clause 2.1. This
includes but is not limited to all return travel for all personnel to and from
SE Global's property, all room and board while working on SE Global's
property, all cell and long distance telephone charges, and all expenses
generated by the use of a rental or other vehicle while working on SE Global's
property including all gas and repair expenses. All such expenses shall be
supported by invoices or receipt which must be presented to SE Global prior to
any claim being made in respect thereof. In the event such expenses are not
satisfactorily supported by invoices or receipts (which determination shall be
in SE Global's sole discretion acting reasonably) Capital Alliance shall not be
entitled to be reimbursed for such expenses. Capital Alliance shall seek SE
Global's prior approval in writing before the incurring of any expense exceeding
[US$500] failing which SE Global reserves the right not to allow the
claim for the said expense.


        4.2 Vacation. Capital Alliance shall be entitled to grant its appointed
personnel up to three weeks paid vacation per year during which time Capital
Alliance will appoint competent replacement to provide its services hereunder.


        4.3 Work Permits. SE Global will use its best efforts to sponsor and or
assist Capital Alliance in obtaining all necessary work visas for its personal
and reimburse Capital Alliance for all costs related to such visas (the
reimbursement does not cover the services provided according to Clause 2.2)
whether it relates to a TN Visa, B-1 Visa, H-1B Vias, or National Interest
Waiver Green Card necessary to work on the SE Global's behalf in the United
States.


        4.4 Insurance. It shall be the sole responsibility of SE Global and
Global American respectively, and SE Global and Global American shall use best
efforts to obtain and to maintain and keep in force and effect during the terms
of this Agreement the following insurance coverages:

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	 Comprehensive general liability insurance, including insurance against
completed operations liability for losses occurring within six months after the
provisions of Services and acceptance of the work, against claims which may
arise from Capital Alliance's Services or operations under this Agreement
including claims arising out of personal injury, bodily injury and death and
damage to or destruction of property or others, including loss of use thereof.
Coverage shall apply to SE Global, Global American and Capital Alliance, and
each of them with a combined single limit of not less than $3 million US dollars
for any one accident or occurrence or series of accidents or occurrences arising
out of any one event;

  
	Worker's compensation or like coverage as required by applicable law or
other authorized governmental authority covering all persons employed by SE
Global, Global American and Capital Alliance or subcontractors on work to be
performed under this Agreement;

  
	 Automobile bodily injury and property damage liability insurance covering
automobiles owned or leased or rented by SE Global and Capital Alliance, its
servants, agents or employees in connection with the work under this Agreement.
The limits of insurance shall be not be less than $3 million US dollars
inclusive for any one occurrence.



5.0 ADDITIONAL OBLIGATIONS OF CAPITAL ALLIANCE

        5.1 No Conflict. During this Agreement Capital Alliance will not engage
in any business which reasonably may detract from, compete with or conflict with
the Capital Alliance's duties and obligations to SE Global as set forth in
this Agreement without disclosure to the Board of Directors and will not do so
if the Board of Directors objects.


        5.2 Confidentiality. Capital Alliance will not, except as authorized or
required by Capital Alliance's duties hereunder, reveal or divulge to any person
or companies any information concerning the organization, business, finances,
transactions or other affairs of SE Global, or of any of its subsidiaries, which
may come to the Capital Alliance's knowledge during the continuance of this
Agreement, andCapital Alliance will keep in complete secrecy all confidential
information entrusted to Capital Alliance and, save for the purposes of this
Agreement, will not use or attempt to use any such information in any manner
whatsoever, in particular in any manner which may injure or cause loss either
directly or indirectly to SE Global's business. This restriction will continue
to apply after the termination of this Agreement without limit in point of time
but will cease to apply to information or knowledge which may come into the
public domain.


        5.3 Compliance with Applicable Laws. Capital Alliance will comply with
all Canadian, U.S. and foreign laws, whether federal, provincial or state,
applicable to SE Global and/or Capital Alliance's duties hereunder and, in
addition, hereby represents and warrants that any information which Capital
Alliance may provide to any person or company hereunder will be accurate and
complete in all material respects and not misleading, and will not omit to state
any fact or information which would be material to such person or company.


6. ADDITIONAL OBLIGATIONS OF SE GLOBAL


        6.1 Provision of Information. SE Global will promptly provide Capital
Alliance with all information necessary to undertake the Advisory Services
requested by SE Global under this Agreement. SE Global shall not be responsible
for verifying the accuracy of such information. SE Global will inform Capital
Alliance of any material change in the information that has been supplied by SE
Global to Capital Alliance. SE Global will also provide copies of documents as
Capital Alliance may be reasonably required in order to permit the evaluation of
SE Global's objectives and preparation of recommend actions and advice to SE
Global on SEC filing and other regulatory issues, or other issues which SE
Global believes necessary.


7. REPORTING BY CAPITAL ALLIANCE


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        7.1 Reporting. So often as may be required by the Board of Directors,
Capital Alliance will provide to the Board of Directors such information
concerning the results of Capital Alliance's Advisory Services and activities
hereunder as the Board of Directors may reasonably require.


8. INDEPENDENT CONTRACTOR


        8.1 No Relationship of Employer-Employee. Nothing contained in this
Agreement shall be construed as creating the relationship of employer and
employee as between SE Global and any employees, directors or officers of
Capital Alliance or Capital Alliance. Capital Alliance is an independent
contractor.

        8.2 No Partnership or Joint Venture. SE Global and Capital Alliance
are not partners venturers, agents or legal representatives of or with each
other, and nothing herein shall be construed so as to make them such partners,
joint venturers, agents or legal representatives or impose any liability as such
on either of them.

        8.2 No Ability to Bind SE Global. It is the intention of the
parties hereto that the relation of the parties shall be that of an independent
contractor. Capital Alliance is not authorized hereby to act as agent on behalf
of SE Global to negotiate or enter into, or amend or waive any provision of, any
contract or commitment or otherwise to bind or obligate SE Global in any way,
and Capital Alliance shall not purport to do so.

        8.3 No Guarantee of Obligations; No Third Party Rights. This Agreement
is not, and nothing herein contained or done pursuant hereto shall be deemed to
constitute, a direct or indirect guarantee by Service Co. of any payment or
performance by SE Global of any indebtedness, liability, or obligation of any
kind or character. It is the express intention of the parties hereto that no
creditor of SE Global or any other third party shall be deemed to be a third
party beneficiary of or have any rights under or by virtue of this Agreement .


9. INDEMNIFICATION AND LEGAL PROCEEDINGS

        9.1 General. Capital Alliance shall carry out the Advisory Services with
due care and with such care, skill and diligence required or reasonably expected
of persons engaged in the provision of services of the size, type, scope and
complexity contemplated by this Agreement, and in compliance with all applicable
laws, regulations, rules, guidelines and codes of practice. 


        9.2 Indemnification. SE Global shall indemnify Capital Alliance and its
personnel (each an "Indemnified Party") against all losses,
damages, legal expenses, and any other expenses or costs of any nature which may
be occasioned by their service with SE Global. Inter alia in accordance with
Clause 2.1, this indemnity shall apply to all manner of actions, proceedings, or
prosecutions, whether civil, regulatory, or criminal, to which the Indemnified
Party may be subject due in whole or in part to the Services provided or by
virtue of any office held pursuant to this Agreement . This indemnity shall
apply for all matters arising during the Term, and any extension, thereof
provided That such loss, damage, expense or cost was not materially caused by or
contributed to by (i) the default, misconduct or negligence of Capital Alliance
and/or any of its officers, directors, personnel or consultants; or (ii) any
breach of any of the terms of this Agreement by Capital Alliance and/or any of
its officers, directors, personnel or consultant.


        9.3 Notice of Claim. In case any action is brought against an Indemnified
Party in respect of which indemnity may be sought, the Indemnified Party will
give SE Global or Capital Alliance prompt written notice of any such action of
which the Indemnified Party has knowledge., failing which SE Global shall be
relieved of its obligations of indemnification hereunder.

        9.4 Responsibility for Profits and Losses. For the
Term of this Agreement, Capital Alliance shall indemnify each of the
Subsidiaries from all losses and liabilities relating to the Securities
Brokerage Business, In order to give effect to this, the Parties shall determine
the payments (if any) to be made by Capital Alliance as follows:

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     each Subsidiary shall prepare accounts for each financial
year. If such accounts show a loss resulting from two years combined averaged
according to US GAAP for that Subsidiary, Capital Alliance shall pay to the
relevant Subsidiary an amount equivalent to the net loss shown in the accounts
for that financial year; and

  

	
     at the termination or the expiry of this Agreement
(whichever is earlier), CAG shall procure each Subsidiary to prepare its
accounts covering the period of that current financial year up to the date of
such termination or expiry as the case may be (the "Termination Accounts")
.. If the Termination Accounts shows a loss resulting from the combined averaged
for the period under Capital Alliance's management for that Subsidiary for the
relevant period of the Termination Accounts, Capital Alliance will pay to the
relevant Subsidiary an amount equivalent to such net loss shown.

  

	
     If the subsidiaries under the management of Capital
Alliance shows a profit according to US GAAP during the period under Capital
Alliance management, Capital Alliance shall be entitled to 20% of its net profit
before tax.




10. FORCE MAJEURE

        10.1 Events. If either Party hereto is at any time either during this
Agreement or thereafter prevented or delayed in complying with any provisions of
this Agreement by reason of strikes, walk-outs, labour shortages, power
shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions,
accidents, protests or demonstrations by environmental lobbyists or native
rights groups, delays in transportation, breakdown of machinery, inability to
obtain necessary materials in the open market, unavailability of equipment,
governmental regulations restricting normal operations, shipping delays or any
other reason or reasons beyond the control of that Party, then the time limited
for the performance by that Party of its respective obligations hereunder shall
be extended by a period of time equal in length to the period of each such
prevention or delay.


        10.2 Notice. A Party shall within seven calendar days give notice to the
other Party of each event of force majeure under section 10.1 of this Agreement,
and upon cessation of such event shall furnish the other Party with notice of
that event together with particulars of the number of days by which the
obligations of that Party have been extended by virtue of such event of force
majeure and all preceding events of force majeure.


11. ARBITRATION

        11.1 Matters for Arbitration. Except for matters of indemnity or in the
case of urgency to prevent material harm to a substantive right or asset, the
Parties agree that all questions or matters in dispute with respect to this
Agreement shall be submitted to arbitration pursuant to the terms hereof. This
provision shall not prejudice a Party from seeking court order or assistance to
garnish or secure sums or to seek summary remedy for such matters as counsel may
consider amenable to summary proceedings.


        11.2 Notice. It shall be a condition precedent to the right of any Party
to submit any matter to arbitration pursuant to the provisions hereof, that any
Party intending to refer any matter to arbitration shall have given not less
than 10 business days' prior written notice of its intention to do so to the
other Party together with particulars of the matter in dispute. On the
expiration of such 10 business days the Party who gave such notice may proceed
to refer the dispute to arbitration as provided for in section "10.3"
in this Agreement.


        11.3 Appointments. The Party desiring arbitration shall appoint one
arbitrator, and shall notify the other Party of such appointment, and the other
Party shall, within 10 business days after receiving such notice, appoint an
arbitrator, and the two arbitrators so named, before proceeding to act, shall,
within 10
 
business days of the appointment of the last appointed arbitrator,
unanimously agree on the appointment of a third arbitrator, to act with them and
be chairman of the arbitration herein provided for. If the other Party shall
fail to appoint an arbitrator within 10 business days after receiving notice of
the appointment of the first arbitrator, and if the two arbitrators appointed by
the Parties shall be unable to agree on the appointment of the chairman, the
chairman shall be appointed in accordance with the Arbitration Act of the
State of California (the "Arbitration Act"). Except
as specifically otherwise provided in this section, the arbitration herein
provided for shall be conducted in accordance with such Arbitration Act. The
chairman, or in the case where only one arbitrator is appointed, the single
arbitrator, shall fix a time and place for the purpose of hearing the evidence
and representations of the Parties, and he shall preside over the arbitration
and determine all questions of procedure not provided for by the Arbitration Act
or this section. After hearing any evidence and representations that the Parties
may submit, the single arbitrator,


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or the arbitrators, as the case may be, shall make an award and reduce the
same to writing, and deliver one copy thereof to each of the Parties. The
expense of the arbitration shall be paid as specified in the award.


        11.4 Award. The Parties agree that the award of a majority of the
arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be
final and binding upon each of them.


12. NOTICE

       
12.1 Notice. Each notice, demand or other communication required or
permitted to be given under this Agreement shall be in writing and shall be sent
by prepaid registered mail deposited in a recognized post office and addressed
to the Party entitled to receive the same, or delivered to such Party, at the
address for such Party specified on the front page of this Agreement. The date
of receipt of such notice, demand or other communication shall be the date of
delivery thereof if delivered, or, if given by registered mail as aforesaid,
shall be deemed conclusively to be the third day after the same shall have been
so mailed, 
except in the case of interruption of postal services for any reason
whatsoever, in which case the date of receipt shall be the date on which the
notice, demand or other communication is actually received by the addressee.


        12.2 Change of Address. Either Party may at any time and from time to
time notify the other Party in writing of a change of address and the new
address to which notice shall be given to it thereafter until further change.


13. GENERAL PROVISIONS

        13.1 Entire Agreement. This Agreement constitutes the entire agreement to
date between the Parties hereto and supersedes every previous agreement,
expectation, negotiation, representation or understanding, whether oral or
written, express or implied, statutory or otherwise, between the Parties with
respect to the subject matter of this Agreement.


        13.2 No Assignment. This Agreement may not be assigned by either Party
except with the prior written consent of the other Party.


        13.3 Warranty of Good Faith. The Parties hereto warrant each to the other
to conduct their duties and obligations hereof in good faith and with due
diligence and to employ all reasonable endeavours to fully comply with and
conduct the terms and conditions of this Agreement.


        13.4 Regulatory Authorities. This Agreement is subject to prior
Regulatory Approval, if required, of each of the Regulatory Authorities.


        13.5 Further Assurances. The Parties will from time to time after the
execution of this Agreement make, do, execute or cause or permit to be made,
done or executed, all such further and other acts, deeds, things, devices and
assurances in law whatsoever as may be required to carry out the true intention
and to give full force and effect to this Agreement.


        13.6 Representations and Costs. It is hereby acknowledged by each of the
Parties hereto that, as between SE Global and Capital Alliance herein, Venture
Law Corporation, Barristers and Solicitors, acts solely for SE Global, and that
Capital Alliance has been advised by Capital Alliance to obtain independent
legal advice with respect to Capital Alliance's review and execution of this
Agreement.

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        13.7 Applicable Law. The situs of this Agreement is Vancouver, British
Columbia, and state of California for all purposes this Agreement will be
governed by and construed and enforced in accordance with the laws prevailing in
the Province of British Columbia and State of California.

        
13.8 Severability and Construction. Each Article, section, paragraph,
term and provision of this Agreement, and any portion thereof, shall be
considered severable, and if, for any reason, any portion of this Agreement is
determined to be invalid, contrary to or in conflict with any applicable present
or future law, rule or regulation in a final unappealable ruling issued by any
court, agency or tribunal with valid jurisdiction in a proceeding to which any
Party hereto is a party, that ruling shall not impair the operation of, or have
any other effect upon, such other portions of this Agreement as may remain
otherwise intelligible (all of which shall remain binding on the Parties and
continue to be given full force and effect as of the date upon which the ruling
becomes final).


        13.9 Captions. The captions, section numbers and Article numbers
appearing in this Agreement and the index hereto are inserted for convenience of
reference only and shall in no way define, limit, construe or describe the scope
or intent of this Agreement nor in any way affect this Agreement.

      
13.10 Consents and Waivers. No consent or waiver expressed or implied by
either Party in respect of any breach or default by the other in the performance
by such other of its obligations hereunder shall:

	 be valid unless it is in writing and stated to be a consent or waiver
pursuant to this section;
	be relied upon as a consent to or waiver of any other breach or default
of the same or any other obligation;
	
    constitute a general waiver under this Agreement; or eliminate or modify
the need for a specific consent or waiver pursuant to this section in any other
or subsequent instance.





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        13.12 Counterparts. This Agreement may be executed
in any number of counterparts, each of which when so executed shall constitute
an original copy hereof, but all of which together shall constitute one
agreement. A party may execute this Agreement and transmit its signature by
facsimile, which shall be fully binding, and the party taking such actions shall
deliver a manually signed original as soon as is practicable.

IN WITNESS WHEREOF the parties hereto have hereunto executed the Agreement as
of the day and year first above written.


	
      SE GLOBAL EQUITIES CORP.
	
      )
	 	
      CAPITAL ALLIANCE GROUP INC.
	
      )

	
      (to be renamed Sun New Media Inc.)
	
      )
	 	 	
      )

	 	
      )
	 	 	
      )

		
      )
	 		
      )

	 	
      )
	 	 	
      )

	
      Bruno Wu, Chairman and CEO
	
      )
	 	
      Toby Chu, President & Director
	
      )

	 	
      )
	 	 	
      )




 

 

 

 

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