POOLING AGREEMENT




POOLING AGREEMENT


 

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

BY AND BETWEEN:


    
    THE UNDERSIGNED SHAREHOLDERS OF SE GLOBAL EQUITIES CORP. (to be
    renamed "Sun New Media Inc")

    

    (collectively referred to as the "Shareholders"
and individually as "Shareholder")
    




AND:


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

    ("SE Global")




AND:


    
    FIDELITY TRANSFER COMPANY, 1800 South West Temple.
    Suite 301, Salt Lake City, UT, 84115




    (hereinafter called the "Trustee")

  
     

  




WHEREAS:

A. SE Global, Sun Media Investment Holdings Ltd. ("Sun
Media"), Sun New Media Group Limited and Capital Alliance Group Inc.
have entered into an share purchase agreement, dated as of July 21, 2005 (the
"Share Agreement"), whereby on closing of the Share Agreement
Sun Media will own 78.23% of the issued and outstanding share capital of SE
Global as consideration for the Shares acquired;

B. The Shareholders are desirous of placing in pool the
shares owned by them in SE Global, being in respect of each of the Shareholders
the number of shares set opposite its name in Schedule "A" to this
Agreement, upon and subject to the terms and conditions hereinafter more
particularly set out;

C. The Trustee is willing to act as Trustee, upon the express
terms and subject to the express conditions of this Agreement.

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


1. DEFINED TERMS. Capitalized terms used in this
Agreement and not otherwise defined herein shall have the meanings ascribed to
them in the Share Agreement.


2. APPOINTMENT OF TRUSTEE. The Shareholders hereby
appoint Fidelity Transfer Company the Trustee to act as agent on their behalf
pursuant to this Agreement, and the Trustee hereby consents to its appointment
in such capacity on the terms and conditions of this Agreement.


3. DEPOSIT OF SHARES. On the closing date of the
Share Agreement (the "Closing Date"), the Shareholders will
cause SE Global to deliver to the Trustee (i) a list (Appendix "A")
containing the name, address and number of shares of common stock of SE Global
held by each Shareholder (the "Pool Shareholder List") being
placed in the pool (together the "Pooled Shares"), (ii)
certificates representing the Pooled Shares ("Share Certificates"),
and (iii) any and all other documents required from time to time by the Trustee
to effect transfers of the Pooled Shares in accordance with the terms and
conditions of this Agreement.




4. Release of THE POOLED Shares.

4.1 Authorized Disbursements. The Trustee is hereby
authorized to disburse the Pooled Shares only as follows:

(a) to the Shareholders in accordance with Section 4.2 of
this Agreement; or

(b) to the Shareholders upon receipt of a written instruction
signed by all the Shareholders; or

(c) to the Shareholders in accordance with a final and
binding judgment rendered by a court of competent jurisdiction and delivered to
the Trustee together with a certificate signed by SE Global (upon which
certificate the Trustee shall conclusively rely and act) certifying that said
judgment represents a final adjudication by a court of competent jurisdiction.

4.2 Expiration of Pool; Release of Pooled Shares.
Unless released earlier pursuant to Section 4.1, the Trustee shall release and
deliver the Pooled Shares on a pro rata basis as set out in Appendix
"B" to this Agreement.


5. Certain Rights of the Stockholders.

5.1 Rights attaching to Pooled Shares. The
Shareholders are entitled to all rights attaching to the Pooled Shares while the
Pooled Shares are subject to the Agreement, including without limitation, rights
to receive all dividend payments and distributions of capital, if any, from the
Pooled Shares, and to exercise all voting rights attached to the Pooled Shares.

5.2 Alteration of Capital. The parties hereto agree
that the provisions of this Agreement relating to the Pooled Shares shall apply
mutatis mutandis to any shares or securities into which the Pooled Shares may be
converted, changed, reclassified, redivided, redesignated, subdivided or
consolidated and to any shares or securities of SE Global or of any successor or
continuing company or corporation of SE Global that may be received by the
registered holder of the Pooled Shares on a reorganization, amalgamation,
consolidation or merger, statutory or otherwise, including the release
calculation which will be adjusted so that the proportion of the Pooled Shares
to be released is unaffected by the alteration of the capital of SE Global.

5.3 Transfer within the Pool. No transfer of Pooled
Shares by any Shareholder to a third party (not being a Shareholder) shall be
effective and no application shall be made to SE Global to register any such
transfer until the proposed transferee enters into an agreement with the other
parties hereto to the same effect as this Agreement. The Trustee shall not
effect a transfer of the Pooled Shares to a third party (not being a
Shareholder) unless the Trustee has received a copy of an acknowledgment,
attached as Appendix "C" to this Agreement, executed by the person to
whom the Pooled Shares are to be transferred. Notwithstanding the execution of
an acknowledgment by such a person, the transferor shall not be released from
its obligations under this Agreement unless it has transferred all of its Pooled
Shares. The Shareholders shall be entitled to transfer the Pooled Shares to
other Shareholders without the aforesaid requirements. In such event, the number
of Pooled Shares to be released to each Shareholder (as set out in
"Appendix B" hereto) shall be amended accordingly to reflect the said
transfer.

5.4 Amendment of This Agreement. This Agreement may be
amended by the written consent of all the Shareholders with Pooled Shares.

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6. Trustee.

6.1 Duties of Trustee. The Trustee shall treat the
Pooled Shares with such degree of care as it treats its own similar property. It
is agreed that the duties of the Trustee are only such as are herein
specifically provided, and the Trustee shall have no other duties, implied or
otherwise. The Trustee's duties are as a depository only, and the Trustee shall
incur no responsibility or liability whatsoever, except for its wilful
misconduct or gross negligence. Except where the terms of this Agreement
expressly refer thereto, the Trustee shall not be bound in any way by any of the
terms of the Share Agreement or any other agreement to which one or more of SE
Global, Sun Media, Capital Alliance Group Inc., or the Shareholders are parties,
whether or not the Trustee has knowledge thereof, and the Trustee shall not in
any way be required to determine whether or not the Share Agreement or any other
agreement has been complied with by SE Global, Sun Media, Capital Alliance Group
Inc., the Shareholders or any other party thereto. In the event that the Trustee
shall be uncertain as to any of its duties or rights hereunder or shall receive
instructions, claims or demands which, in its sole judgment, are in conflict
with any of the provisions of this Agreement, it shall be entitled to refrain
from taking any action other than to keep safely all Pooled Shares held in the
Pool until it shall be directed otherwise pursuant to a written notice from and
executed by SE Global, and the Trustee shall not be responsible or liable for
any damages while waiting for such written notice. This Agreement shall not
create any fiduciary duty of the Trustee to SE Global or any other person or
entity whatsoever nor disqualify the Trustee from representing any of such
parties as transfer agent and/or registrar.

6.2 Reliance by Trustee on Written Notices. The
Trustee may conclusively rely and shall be fully authorized and protected in
relying upon any written notice, direction, instruction, demand, certificate,
advice, opinion or document which it, in good faith, believes to be genuine. Set
forth in Schedule 6.2 hereto is a list of the names of the persons authorized to
act for SE Global and the signatures of all Shareholders under this Agreement.
The Trustee may conclusively rely on and shall be authorized and fully protected
in acting upon the written, facsimile or electronically delivered instructions
of SE Global and the Shareholders.

6.3 Risk to Trustee. In no event shall the Trustee be
liable (i) for any consequential, punitive or special damages or (ii) for an
amount in excess of the value of the Pooled Shares, valued as of the date of
deposit. The Trustee shall not incur any liability for not performing any act or
fulfilling any duty, obligation or responsibility hereunder by reason of any
occurrence beyond the control of the Trustee (including but not limited to any
act or provision of any present or future law or regulation or governmental
authority, any act of God or war, or the unavailability of the Federal Reserve
Bank wire or telex or other wire or communication facility).

6.4 No Investigation by Trustee. The Trustee shall not
be required or bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, entitlement, order, approval or other paper or document.

6.5 Trustee's Execution of Power. The Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, attorneys, custodians, or nominees
appointed with due care, and shall not be responsible or liable for the acts or
omissions of any agent, attorney, custodian or nominee so appointed except for
acts that constitute wilful misconduct or gross negligence.


6.6 Legal Proceedings.

(a) The Trustee shall not be required to institute legal
proceedings of any kind.

(b) If at any time the Trustee is served with any judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process which in any way affects all or any portion of the Pooled
Shares (including but not limited to orders of attachment or garnishment or
other forms of levies or injunctions or stays relating to the transfer of all or
any portion of the Pooled Shares), the Trustee is authorized to comply therewith
in any manner as it or legal counsel of its own choosing deems appropriate; and
if the Trustee complies in good faith with any such judicial or administrative
order, judgment, decree, writ or other form of judicial or administrative
process, the Trustee shall not be liable to any of the parties hereto or to any
other person or entity even though such order, judgment, decree, writ or process
may be subsequently modified or vacated or otherwise determined to have been
without legal force or effect. The Trustee shall provide SE Global with notice,
in accordance with Section 7.3, of any such orders, judgments, decrees or writs
(along with copies of any related documentation), and the Trustee shall
reasonably consult with SE Global and the Shareholders and its counsel with
respect to such legal actions.

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6.7 Trustee Reporting. Notwithstanding anything to the
contrary herein, except as required by law, in no event shall the Trustee be
under a duty to file any reports or withhold or deduct any amounts in respect of
taxes due for payments made pursuant to this Agreement.

6.8 Fees of the Trustee. SE Global covenants and
agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, the fees and expenses agreed to in writing between SE Global and
the Trustee (which at the date hereof are set forth in Schedule 6.8 hereto) and
will further pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions hereof or any other documents executed in
connection herewith (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and of all persons not regularly in
its employ), which related expenses, disbursements and advances shall be paid by
the requesting party, as set forth therein. The obligations of SE Global under
this Section 6.8 to compensate the Trustee and to pay or reimburse the Trustee
for reasonable expenses, disbursements and advances shall survive the
satisfaction and discharge of this Agreement or the earlier resignation or
removal of the Trustee.

6.9 Indemnification of the Trustee. SE Global and the
Shareholders agree to indemnify and hold the Trustee and its directors,
employees, officers, agents, successors and assigns harmless from and against
any and all losses, claims, damages, liabilities and expenses, including,
without limitation, reasonable costs of investigation and reasonable counsel
fees and expenses which may be imposed on the Trustee or incurred by it in
connection with its acceptance of this appointment as the Trustee hereunder or
the performance of its duties hereunder, except as a result of the Trustee's
negligence or wilful misconduct. Such indemnity includes, without limitation,
all losses, damages, liabilities and expenses (including reasonable counsel fees
and expenses) incurred in connection with any litigation (whether at the trial
or appellate levels) arising from this Agreement or involving the subject matter
hereof. The indemnification provisions contained in this Section 6.9 are in
addition to any other rights any of the indemnified parties may have by law or
otherwise and shall survive the termination of this Agreement or the resignation
or removal of the Trustee.

6.10 Successor to Trustee. Any corporation or other
entity whatsoever into which the Trustee may be merged or converted or with
which it may be consolidated, and any corporation or other entity whatsoever
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party or any corporation or other entity whatsoever succeeding to the
business of the Trustee shall be the successor of the Trustee hereunder without
the execution or filing of any paper with any party hereto except where an
instrument of transfer or assignment is required by law to effect such
succession.

6.11 Resignation of Trustee. If the Trustee at any
time, in its sole discretion, deems it necessary or advisable to resign as the
Trustee hereunder, it may do so by giving prior written notice of such event to
SE Global, and the Shareholders and thereafter delivering the Pooled Shares to
any other agent designated by SE Global and the Shareholders as communicated to
the Trustee in writing, and if no such agent shall be designated by SE Global
and the Shareholders within 60 calendar days of such written notice, then the
Trustee may do so by delivering the Pooled Shares either (a) to any bank or
trust located in the State of Utah which is willing to act as Trustee hereunder
in its place (provided that the fees charged by such bank or trust company are
not in excess of the fees charged by the Trustee for its services hereunder) or
(b) if no such bank or trust company can be retained within a reasonable period
after such 60 calendar day period after the delivery by the Trustee of its
written notice, then the Trustee shall seek the appointment of its successor as
prescribed by the clerk or other proper officer of a court of competent
jurisdiction located within the State of Utah to the extent permitted by law
(any such successor to the Trustee, whether designated by SE Global and the
Shareholders or pursuant to the clause above or otherwise, is hereinafter
referred to as the "Successor Agent"). The costs and expenses
(including reasonable attorneys' fees and expenses) incurred by the Trustee in
connection with such proceeding for the appointment of a Successor Agent shall
be paid by SE Global. SE Global and the Shareholders may, at any time after the
date hereof, upon 30 calendar day's prior written notice to the Trustee,
appoint a Successor Agent for the resignation or removal of the Trustee,
whereupon the Trustee shall deliver the Pooled Shares to such Successor Agent,
as provided below. The reasonable fees of any Successor Agent shall be borne by
SE Global. Upon receipt of the identity of the Successor Agent, the Trustee
shall deliver the Pooled Shares then held hereunder to the Successor Agent. Upon
delivery of the Pooled Shares to the Successor Agent, (i) the Trustee shall be
discharged from any and all responsibility or liability with respect to the
Pooled Shares (except as otherwise provided herein) and (ii) all references
herein to the "Trustee" shall, where applicable, be deemed to include
such Successor Agent and such Successor Agent shall thereafter become the
Trustee for all purposes of this Agreement.

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7. MISCELLANEOUS.

7.1 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.

7.2 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.

7.3 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 Holdings Limited

      (the post merger name of SE Global)

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

    	 
	 	 	 	 
	 	
      (b) If to the Trustee, to:
	 
	 	 	 	 
	 	 	
      Fidelity Transfer Company

      1800 South West Temple. Suite 301, Salt Lake City, UT, 84115
	 
	 	 	 	 
	 	
      (c) If to the Shareholders, to:
	 
	 	 	
      The individual addresses beside each Shareholders name below.
	 



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.

7.4 Assignment. Subject to Sections 5.3, 6.10 and
6.11, 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.

7.5 Termination of Agreement. This Agreement shall
terminate when all of the Pooled Shares have been disbursed according to the
terms of this Agreement.

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7.6 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.


7.7 Other Miscellaneous Provisions.

(a) 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.

(b) 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 Nevada, including any
federal court located within the State of Nevada. Accordingly, each party
submits irrevocably to the 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 Nevada, or in any federal court located within the State
of Nevada, and any defence which it may have to the enforcement of this
provision, whether based on the inconvenience of the forum or otherwise.

(c) The Trustee does not have any interest in the Pooled
Shares deposited hereunder but is serving as escrow holder only. SE Global
agrees to pay or reimburse the Trustee upon request for any transfer taxes or
other taxes relating to the Pooled Shares incurred in connection herewith and
shall indemnify and hold harmless the Trustee for any amounts that it is
obligated to pay in the way of such taxes. Any payments of income in respect of
the Pooled Shares shall be subject to withholding regulations then in force with
respect to United States taxes. The parties hereto will provide the Trustee with
appropriate forms for tax I.D. number certifications.

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

 


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(f) 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.

 


	
      FIDELITY TRANSFER COMPANY as
      Trustee

       

       

       

      By: _____________________________

      Name:

      Title:
	
      SE GLOBAL EQUITIES CORP.

       

       

       

      By: ____________________

      Name: ____________

      Title: Chairman and CEO

	 	 
	
      SHAREHOLDERS

	
       

       

      By: _____________________________

      Name:

      # of Shares Held:________
	
       

       

      By: _____________________________

      Name:

      # of Shares Held: ______

	
       

       

      By: _____________________________

      Name:

      # of Shares Held:________
	
       

       

      By: _____________________________

      Name:

      # of Shares Held: ______

	
       

       

      By: _____________________________

      Name:

      # of Shares Held:________
	
       

       

      By: _____________________________

      Name:

      # of Shares Held: ______



    
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APPENDIX "C"



 

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND


 


To: FIDELITY TRANSFER COMPANY

1800 South West Temple. Suite 301

Salt Lake City, UT, 84115

    I, the undersigned, acknowledge that:

	I have entered into an agreement with ____________________under which
      _____________ shares of common stock of SE Global (the "Pooled
      Shares") will be transferred to me subject to receipt of all
      necessary approvals, if applicable, and

  
	the Shares are held in pool subject to a Voluntary Pooling Agreement
      dated for reference _________________ 2005 (the "Pooling
      Agreement"), a copy of which is attached as Schedule "A" to
      this acknowledgment.


    In consideration of $1.00 and other good and valuable
consideration (the receipt and sufficiency of which is acknowledged) I agree,
effective upon receipt of all necessary approval of the transfer to me of the
Pooled Shares, if applicable, to be bound by the Pooling Agreement in respect of
the Shares as if I were an original signatory to the Pooling Agreement.

 

Dated at _____________________, this _____ day of
___________, 200___.

 

Where the transferee is an individual:

	SIGNED, SEALED & DELIVERED by   	
 )	
	

      ______________________ in the	
 )	
	presence of: 

      	 )	
	
______________________________		
      ______________________________

	Signature of Witness		
       (signature of transferee)

	 
      __________________________
		
	Print Witness Name		
	 
      __________________________
		
	Address		


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APPENDIX "A"


STOCKHOLDERS PARTY TO POOLING AGREEMENT



	
       

      
      NAME OF SHAREHOLDER
	
       

      
      NUMBER OF SHARES HELD IN ESCROW

	
      

      Sun Media Investment Holdings Inc.(1)

      
	
      

      50,000,000 Common Shares (post consolidation shares)

      
	Capital
      Alliance Group Inc.

      	7,000,000 Common
      Shares (post consolidation shares)
	
      {the names of the other shareholders to be inserted}(2)	{holdings of the other shareholders to be inserted}
		



	The shares of SE Global Equities Corp. (to be renamed "Sun New Media
    Inc") issued to Sun Media Investment Holdings Inc. and related parties
    on the Closing Date are considered "restricted securities" under
    applicable U.S. securities laws. Sun Media Investment Holdings Inc. and
    related parties receiving these securities may not sell these securities
    unless these securities are first registered under U.S. securities laws or
    on reliance of an available exemption from the U.S. registration
    requirements. After one year these securities may be sold pursuant Rule 144.
    Rule 144 allows holders to sell 1% of the issued and outstanding share
    capital of an issuer in any three month period subject to certain
    conditions. After two years, holders who are not officers, directors or
    affiliates may sell these securities without regard to volume or other
    conditions set out in Rule 144.
	The named shareholders are considered to be a
    "Related Party" to Sun Media Investment Holdings Inc. for the
    purpose of this Pooling Agreement.



    9







APPENDIX "B"




TERMS OF RELEASE FROM POOLING AGREEMENT



The Pooled Shares shall be released in the following amounts
and at the following times:


Sun Media Investment Holdings Inc. and Related Parties(1)(2):




	
      

      Release Date
	
      # of Shares

      to be Released

	
      Twenty four (24) months from the Closing Date
	
      1,000,000

	
      Thirty (30) months from the Closing Date
	
      1,000,000

	
      Thirty six (36) months from the Closing Date
	
      1,000,000

	
      Forty two(42) months from the Closing Date
	
      1,000,000

	
      Forty eight (48) months from the Closing Date
	
      46,000,000

	
      TOTAL:
	
      50,000,000






	The shares of SE Global Equities Corp. (to be renamed "Sun New Media
  Inc") issued to Sun Media Investment Holdings Inc. and related parties on
  the Closing Date are considered "restricted securities" under
  applicable U.S. securities laws. Sun Media Investment Holdings Inc. and
  related parties receiving these securities may not sell these securities
  unless these securities are first registered under U.S. securities laws or on
  reliance of an available exemption from the U.S. registration requirements.
  After one year these securities may be sold pursuant Rule 144. Rule 144 allows
  holders to sell 1% of the issued and outstanding share capital of an issuer in
  any three month period subject to certain conditions. After two years, holders
  who are not officers, directors or affiliates may sell these securities
  without regard to volume or other conditions set out in Rule 144.
	The shares are to be released on a pro rata basis to Sun Media Investment
  Holdings Inc. and Related Parties.


 



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