SHAREHOLDINGS AGREEMENT






SHAREHOLDINGS AGREEMENT


This Shareholdings Agreement (this "Agreement")
is made and entered into as of _________, 2005,

BY AND BETWEEN:


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

("CAG")

  




AND:


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

    ("SE Global")

    
    

  

  AND

  
    
      SUN MEDIA INVESTMENT HOLDINGS LTD. incorporated
      under the laws of the British Virgin Islands, having its registered office
      at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
      British Virgin Islands.

("Sun Media")

  




WHEREAS:

A.         SE Global, Sun Media, Sun New Media Group Limited have
entered into an Share Purchase Agreement, dated as of July 21, 2005 (the
"Share Agreement"), whereby on closing of the Share Purchase
Agreement Sun Media will own 50,000,000 shares of common stock of SE Global (the
"Common Shares"), amounting to 78.37% of the issued and
outstanding share capital of SE Global (immediately after such closing) as
consideration for the Shares acquired;

B.         Shares of SE Global will undergo a 1:2 roll back prior to
the said closing of the Share purchase agreement such that there will be a total
of 8,791,870 issued and outstanding Common Shares of SE Global immediately prior
to the said closing; and

C.         CAG has agreed to enter into this Agreement concerning its
maintenance of a certain level of shareholdings in SE Global, upon and subject
to the terms and conditions hereinafter more particularly set out.

NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the parties hereby agree as follows:

1.        
AGREED LEVEL OF SHAREHOLDINGS. CAG agrees to
each of SE Global and Sun Media that it shall maintain beneficial ownership of,
or control and direction over, at least the number of shares of common stock of
SE Global (the "Common Shares") shown below during the periods
specified:

	a total of 7,125,000 Common Shares which have been derived from 14,250,000
    pre-roll back Common Shares as a result of the roll back referred to in
    recital B, from the date which is seven months following the closing of the
    transactions under the Share Purchase Agreement (the "Closing Date")
    through the date which is 12 months following the Closing Date; and




	a total of 6,500,000 Common Shares which have been derived from 13,000,000
    pre-roll back Common Shares as a result of the roll back referred to in
    recital B, from the date which is 13 months following the Closing Date
    through the date which is 24 months following the Closing Date.



2.         EXCEPTION. The minimum level shareholding of the
Common Shares referred to as the number of Common Shares specified in sections 1
(a) and (b) will be reduced by 250,000 for that relevant period if:-

	
    over any five consecutive trading days during the
relevant period, the average daily trading volume of the Common Shares on the
stock exchange or stock quotation system on which they primarily trade exceeds
2,500,000 shares ("First Reduction Level"). In such case, the
reduction shall be one-off for every 6 months from the date of this Agreement;
or

  

	
    over any five consecutive trading days during the
relevant period, the average daily trading volume of the Common Shares on the
stock exchange or stock quotation system on which they primarily trade exceeds
3,500,000 shares ("Second Reduction Level"). In such case, the
reduction shall be one-off for every 4 months commencing from the date of this
Agreement.



Provided that:


  	
      where CAG wishes to exercise its right to reduce its
    level of shareholding pursuant to this clause 2, it shall complete such
    reduction within 7 trading days of the day when the First Reduction Level
    and/or the Second Reduction Level is reached (as the case may be), failing
    which it shall not be entitled to reduce its level of shareholding
    accordingly; and

	
       where CAG reduces its level of shareholding pursuant
    to clause 2(a) above, there shall be no further reduction of its
    shareholding for the next 6 months commencing from the date of the
    aforementioned reduction, whether pursuant to clauses 2(a) or 2(b) or
    otherwise






3.         NO REVERSE SPLIT.

           
3.1 Adjustment. If, within 24 months from the Closing
Date, SE Global effects a reverse split of its share capital, the number of
Common Shares specified in sections (1(a), (b) and (c) shall be adjusted
accordingly to reflect the reverse split, such that the percentage shareholding
of SE Global to be maintained by Capital Alliance shall be the same as that
required immediately prior to such reverse split.

           
3.2 Top Up. If, within three years from the Closing Date
SE Global effects a reverse split of its share capital, SE Global shall,
promptly following the effective date of such reverse split(s), issue from its
treasury to CAG a sufficient number of shares of common stock such that the
number of such common shares then held by CAG is equal to the number it held
immediately prior to the reverse split being effected. The provisions of this
section shall survive the termination of this Agreement.


4.         Miscellaneous.

           
4.1 Construction; Interpretation. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Article, section,
schedule, exhibit, recital and party references are to this Agreement unless
otherwise stated. No party, nor its counsel, shall be deemed the drafter of this
Agreement for purposes of construing the provisions of this Agreement, and all
provisions of this Agreement shall be construed in accordance with their fair
meaning, and not strictly for or against any party.

   

     4.2 Amendments and Modifications. No party hereto
shall be bound by any modification, amendment, termination, cancellation,
rescission or supersession of this Agreement unless the same shall be in writing
and signed by it.

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4.3 Notices. All notices and other communications
hereunder shall be in writing and shall be effective when actually received by
the party to which notice is sent as follows:


	
       

    	
      (a) If to SE Global, to:
	
      With copies to:

      (which shall not constitute notice)

	
       

    	
       

    	
       

    
	
       

    	
       

    	
      Bruno Wu, Chairman and CEO

      Sun New Media Inc.

      (the post merger name of SE Global)

      PO Box 297, 1142 S. Diamond Bar Blvd., Diamond Bar, CA
      USA 91765
	
       

      
	
       

    	
       

    	
       

    	
       

    
	
       

    	
      (b) If to CAG, to:
	
       

      
	
       

    	
       

    	
       

    	
       

    
	
       

    	
       

    	
      Toby Chu, President & CEO

      Capital Alliance Group Inc.

      Suite 1200, 777 West Broadway

      Vancouver, BC Canada V5Z 4J7
	
      Ron Paton

      Maitland & Company

      Suite 700, 625 Howe Street

      Vancouver, BC Canada V6C 2T6

	
       

    	
       

    	
       

    	
       

    
	
       

    	
      (b) If to Sun Media to:
	
       

      
	
       

    	
       

    	
       

    	
       

    
	
       

    	
       

    	
      John Li, President

      Sun Media Investment Holdings Ltd

      P.O. Box 957, Offshore Incorporations Centre, Road
      Town, Tortola, British Virgin Island
	
       

      



or to such other address as the person to whom notice is
being given may have previously furnished to the other parties in writing in the
manner set forth above.

           
4.4 Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any party
(whether by operation of law or otherwise) without the prior written consent of
SE Global, the Shareholders and the Trustee; provided that SE Global may assign
its rights and obligations to any affiliate, but no such assignment shall
relieve such SE Global of its obligations hereunder. This Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and permitted assigns.

           
4.5 Termination of Agreement. This Agreement shall
terminate on the date which is 24 months after the Closing Date.

           
4.6 Representation. Each of the parties hereby
represents and warrants that this Agreement has been duly authorized, executed
and delivered on its behalf and constitutes its legal, valid and binding
obligation.

   

     

4.7 Other Miscellaneous Provisions.


  	
       Whenever under the terms hereof the time for giving a
notice or performing an act falls upon a Saturday, Sunday, or banking holiday,
such time shall be extended to the next day on which Trustee is open for
business.

    

	
       Each party agrees that any suit, action or proceeding
with respect to this Agreement, and the performance of the parties hereunder
shall only be brought in the courts of the State of Minnesota,
including any federal court located within the State of Minnesota. Accordingly,
each party submits irrevocably to the non-exclusive jurisdiction of such courts
for the purpose of any such suit, action or proceeding and waives irrevocably
any right which it may have to bring any such suit, action or proceeding in any
forum other than a court of the State of Minnesota, or in any federal court
located within the State of Minnesota, and any defense which it may have to the
enforcement of this provision, whether based on the inconvenience of the forum
or otherwise.





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       This Agreement shall be construed in accordance with and
bound by the laws of the State of Minnesota and the laws of the United States of
America applicable in the State of Minnesota.

    

	
       This Agreement may be executed in several parts in the
same form and such part as so executed shall together constitute one original
agreement, and such parts, if more than one, shall be read together and
construed as if all the signing parties hereto had executed one copy of this
Agreement.





IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.

 


	
      CAPITAL ALLIANCE GROUP INC.

      
       

       

       

      By: _____________________________

      Name: Toby Chu

      Title: President and CEO
	
      SE GLOBAL EQUITIES CORP.

      (to be renamed Sun New Media Inc.)

       

       

      By: ____________________

      Name: Toby Chu

      Title: Chairman and CEO

	
      

    	
      

    



 


	
      SUN MEDIA INVESTMENT HOLDINGS LTD

      
       

       

      By: _____________________________

      Name: John Li

      Title: President

	
      

    



 



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