STOCK PURCHASE AGREEMENT




STOCK PURCHASE AGREEMENT


 

This Stock Purchase Agreement (this "Agreement") is made and
entered into as of July 21, 2005,

                                            
                                            BY AND BETWEEN:


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

    (the "Buyer")

  




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.

    (the "Seller")

  




RECITALS


A. SE Global Equities Corp ("SE Global"), Sun Media Investment
Holdings Ltd., 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 and
its associates will own approximately 86.21% of the issued and outstanding share
capital of SE Global;

B. Concurrent with the Share Purchase Agreement, Capital Alliance Group Inc.
(the "Seller") has agreed to sell 500,000 shares of common
stock of SE Global Equities Corp., a Minnesota corporation, (the "Company")
to Sun Media Investment Holdings Ltd. (the "Buyer").

C. The parties hereto have reached the following agreement with respect to
the sale by the Sellers of such Common Stock to the Buyer.

NOW, THEREFORE, in consideration of the covenants, agreement and
considerations herein contained, the Seller and the Buyer agree as follows:


1. PURCHASE AND SALE OF SHARES


1.1 Sale of Shares. Subject to the terms and conditions herein set
forth, the Seller hereby agrees to sell to the Buyer, and the Buyer hereby
agrees to purchase 500,000 shares of the common stock of the Company (the "Shares"),
at the price of US$ 0.90 per share, for an aggregate purchase price of US$
450,000 (the "Purchase Price").

1.2 Payment of the Purchase Price. The Seller has received from the
Buyer a non-refundable deposit US$ 150,000 for the purchase of the Shares. The
Seller will pay the remainder of the Purchase Price (US$ 300,000) in cash as
follows:


	US$ 300,000 on Closing the Share Agreement and this Agreement.



The parties agree that the only circumstances in which the non-refundable
deposit will be returned is if the Share Agreement is not approved by the
requisite majority of SE Global shareholders or SE Global or the Seller are
unable to complete the Share Agreement due to matters beyond their control.




2. CLOSING.


2.1 Time. Subject to the satisfaction or waiver of all of the
conditions to closing set forth in this Agreement, the Closing will occur take
place at the offices of Venture Law Corporation at 10:00 a.m., Pacific Standard
Time, on the third Business Day after the satisfaction or waiver of the
conditions set forth in this Agreement, or at such other time, date or place as
may be mutually agreed upon by the parties hereto. The date on which the Closing
occurs is referred to herein as the "Closing Date."

2.2 Deliveries at and Following the Closing. At the Closing or as soon
as possible thereafter, the parties hereto shall deliver all share certificates,
consents, checks, assignments and other instruments and documents provided for
in this Agreement. In addition, each party agrees to execute and deliver all
other instruments and documents and perform all other acts which the other party
may reasonably request in order to further effect or perfect the sale and
transfer of the Shares and the consummation of the transactions contemplated by
this Agreement.


3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER


Except as set forth below, the Seller makes no representations or warranties
of any nature or kind.


3.1 Authorization. As of the date of the Closing and as of the date of
this Agreement, the Seller has full legal right, power and capacity to enter
into, execute, deliver and perform this Agreement and all attendant documents
and instruments contemplated hereby. This Agreement has been duly executed and
delivered and constitutes the legal, valid and binding obligation of the Seller
and is enforceable with respect to the Seller in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, priority or
other laws or court decisions relating to or affecting generally the enforcement
of creditors' rights or affecting generally the availability of equitable
remedies. The execution and delivery of this Agreement by the Seller, and the
consummation of the transactions contemplated hereby by the Seller in accordance
with the terms hereof shall not conflict with or result in a breach of,
violation of, or default under, (or constitute an event that with notice, lapse
of time, or both, would constitute a breach or default under) any of the terms,
conditions or provisions of the charter documents, as amended, of the Seller,
any provision of the laws of the Province of British Columbia, or any note,
bond, mortgage, indenture, license, lease, credit agreement or other agreement,
document, instrument or obligation to which the Seller is a party or by which
any of its respective assets or properties are bound.

3.2 Consent. As of the date of the Closing and as of the date of this
Agreement, no consent, approval or authorization of or designation, declaration
or filing with any governmental authority on the part of the Company is required
in connection with the valid execution and delivery of this Agreement, or the
offer, sale or issuance of the Shares, or the consummation of any other
transaction contemplated by this Agreement, except (i) the filing of such
notices and submissions as may be required under the Securities Act of 1933, as
amended (the "Securities Act") and (iii) such filings as may be
required under applicable state securities laws which the Company shall make
promptly.

3.3 Valid Issuance of Common Stock. The Shares, when issued, sold and
delivered in accordance with the terms hereof for the consideration expressed
herein, will be duly and validly issued, fully paid and non-assessable and will
be issued in compliance with all applicable federal and state securities laws;
provided, however, that the Shares are subject to restrictions on transfer under
U.S. state and/or federal securities laws and as set forth herein.

3.4 Litigation. There is no private or governmental action, suit,
proceeding or investigation pending or currently threatened against the Seller
which questions the validity of this Agreement or the right of the Seller to
enter into it, or to consummate the transactions contemplated hereby, or which
might result, either individually or in the aggregate, in any material adverse
changes in the assets, condition, affairs or prospects of the Seller,
financially or otherwise, or any change in the current equity ownership of the
Seller. The Seller is not a party or subject to the provisions of any order,
writ, injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Seller currently pending or which the Seller intends to initiate.

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3.5 Brokerage Fees. The Company has not incurred, and will not incur,
directly or indirectly, as a result of any action taken by the Company, any
liability for brokerage or finders' fees or agents' commissions or any similar
charges in connection with this Agreement or any of the transactions
contemplated hereby.


4. REPRESENTATIONS AND WARRANTIES OF THE BUYER


The Buyer represents and warrants to the Seller that:

4.1 Authority. As of the date of the Closing and as of the date of
this Agreement, the Buyer has full legal right, power and capacity to enter
into, execute, deliver and perform this Agreement and all attendant documents
and instruments contemplated hereby. This Agreement has been duly executed and
delivered and constitutes the legal, valid and binding obligation of the Buyer
and is enforceable with respect to the Buyer in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, priority or
other laws or court decisions relating to or affecting generally the enforcement
of creditors' rights or affecting generally the availability of equitable
remedies.

4.2 No Violation of Agreements. As of the date of the Closing and as
of the date of this Agreement, neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereunder by the
Buyer will violate or conflict with any judgment, order, decree, statute, rule
or regulation applicable to the Buyer or his assets or properties.

4.3 Purchase Entirely for Own Account. the Buyer understands that the
Seller is making this Agreement with the Buyer in reliance upon the Buyer's
representation to the Seller, which by the Buyer's execution of this Agreement
the Buyer hereby confirms, that the Common Stock to be received by the Buyer and
the Common Stock issuable upon conversion thereof (collectively, the "Securities")
will be acquired for investment for the Buyer's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof,
and that the Buyer has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing this
Agreement, the Buyer further represents that the Buyer does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Securities.


4.4 Disclosure of Information. The Buyer has received and reviewed
information about the Company and has had an opportunity to discuss the Company'
business, management and financial affairs with its management. The Buyer
understands and acknowledges that such discussions, as well as any written
information issued by the Seller, (i) were intended to describe the aspects of
the Company's business and prospects which the Seller believes to be material,
but were not necessarily an exhaustive description, and (ii) may have contained
forward-looking statements involving known and unknown risks and uncertainties
which may cause the Company's actual results in future periods or plans for
future periods to differ materially from what was anticipated and that no
representations or warranties were or are being made with respect to any such
forward-looking statements or the probability of achieving any of the results
projected in any of such forward-looking statements. Nothing contained in this
Section 4.4 shall limit in any respect the Company's representations and
warranties contained in Section 3 hereof.


4.5 Investment Experience. The Buyer acknowledges that it is able to fend
for itself, can bear the economic risk of its investment and has such knowledge
and experience in financial or business matters that it is capable of evaluating
the merits and risks of the investment in the Shares.

4.6 Accredited Investor. The Buyer is an "accredited investor"
within the meaning of SEC Rule 501 of Regulation D, as now in effect and shall
submit to the Seller such further assurances of such status as may be reasonably
requested by the Seller.


4.7 Restricted Securities. the Buyer understands that the Shares it is
purchasing are characterized as "restricted securities" under
the federal securities laws inasmuch as they are being acquired from the Seller
in a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Securities Act of 1933, only in certain limited circumstances. In
this connection, the Buyer represents that it is familiar with SEC Rule 144, as
now in effect, and understands the resale limitations imposed thereby and by the
Act.

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4.8 Legends. It is understood that the securities certificates
evidencing the Shares may bear one or all of the following legends:


  
    
    "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
    UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
    STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
    UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE
    SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR
    OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
    SUCH REGISTRATION IS NOT REQUIRED." and

  



Any legend required by applicable state securities laws.


5. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER


The obligations of the Seller to consummate the transactions contemplated by
this Agreement shall be subject to the satisfaction of each of the conditions
set forth below, any or all of which may be waived by the Seller in whole or in
part without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by the Seller of any other condition, of the same
condition at any subsequent Closing or of any of the Seller's rights or
remedies, at law or in equity, if the Buyer shall be in default or breach of any
of his representations, warranties or agreements under this Agreement:

5.1 Purchase Price. The Buyer shall deliver the Aggregate Purchase
Price at the Closing as provided in Section 1.2.

5.2 Accuracy of Representations and Warranties. The representations
and warranties of the Buyer contained in this Agreement shall be accurate and
complete on and as of the Closing Date with the same effect as through such
representations and warranties had been made on or as of such date and the Buyer
shall have delivered to the Seller a certificate to that effect signed by the
Buyer, and dated as of the Closing Date.

5.3 Closing of Share Purchase Agreement. The Share Agreement
shall have closed.

5.4 Performance of Agreements. Each and all of the conditions
precedent and agreements of the Buyer subject to satisfaction on or before the
Closing Date pursuant to the terms of this Agreement shall have been performed
or satisfied and the Buyer shall have delivered to the Seller a certificate to
that effect signed by the Buyer, and dated as of the Closing Date.

If the foregoing conditions precedent are not satisfied (or waived by the
Seller) on or before June 30, 2005, the Seller may terminate this Agreement by
written notice to the Buyer, in which case, neither party shall have any further
claims against, obligations to, or rights against the other regarding this
Agreement.


6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER


The obligations of the Buyer to consummate the transactions contemplated by
this Agreement shall be subject to the satisfaction of each of the conditions
set forth below, any or all of which may be waived by the Buyer in whole or in
part without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by the Buyer of any other condition or of any of the
Buyer's rights or remedies, at law or in equity, if the Seller shall be in
default or breach of any of his representations, warranties or agreements under
this Agreement:

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6.1 Accuracy of Representations and Warranties. The representations and
warranties of the Buyer contained in this Agreement, Share Agreement and other
agreements related to this transaction shall be accurate and complete on and as
of the Closing Date with the same effect as though such representations and
warranties had been made on or as of such date and the Seller shall have
delivered to the Buyer a certificate to that effect signed by the Seller, and
dated as of the Closing Date.

6.2 Closing of Share Purchase Agreement. The Share Agreement
shall have closed.

6.3 Performance of Agreements. Each and all of the conditions
precedent and agreements of the Seller subject to satisfaction on or before the
Closing Date pursuant to the terms of this Agreement shall have been performed
or satisfied and the Seller shall have delivered to the Buyer a certificate to
that effect signed by the Seller, and dated as of the Closing Date.

If the foregoing conditions precedent are not satisfied (or waived by the
Seller) on or before June 30, 2005, the Seller may terminate this Agreement by
written notice to the Buyer, in which case, neither party shall have any further
claims against, obligations to, or rights against the other regarding this
Agreement.


7. MISCELLANEOUS


7.1 Expenses and Taxes. Each party shall bear and pay his, her or its
own expenses, including legal, accounting and other professional fees, and taxes
incurred in connection with the transactions referred to in this Agreement. The
party responsible under applicable law shall bear and pay in their entirety all
other taxes and registration and transfer fees, if any, payable by reason of the
sale and conveyance of the Shares. Each party will cooperate to the extent
practicable in minimizing all taxes and fees levied by reason of the sale or
assignment of the Shares.

7.2 Entire Agreement; Modifications; Waiver. This Agreement, together
with the related agreements or certificates referenced herein, constitutes the
final, exclusive and complete understanding of the parties with respect to the
subject matter hereof and supersedes any and all prior agreements,
understandings and discussions with respect thereto. No variation or
modification of this Agreement and no waiver of any provision or condition
hereof, or granting of any consent contemplated hereby, shall be valid unless in
writing and signed by the party against whom enforcement of any such variation,
modification, waiver or consent is sought.

7.3 Survival of Representations and Warranties. All representations
and warranties made by any party to this Agreement or pursuant hereto shall
survive the closing of the transactions hereunder. The representations and
warranties hereunder shall not be affected or diminished by any investigation at
any time by or on behalf of the party for whose benefit such representations and
warranties were made. All statements contained herein or in any schedule,
exhibit, certificate, list or other document delivered pursuant hereto or in
connection with the transactions contemplated hereby shall be deemed to be
representations and warranties.

7.4 Further Assurances. The parties hereto shall use their best
efforts, and shall cooperate with one another, to secure all necessary consents,
approvals, authorizations, exemptions and waivers from third parties as shall be
required in order to consummate the transactions contemplated hereby, and shall
otherwise use their best efforts to cause such transactions to be consummated in
accordance with the terms and conditions hereof. At any time or from time to
time after the Closing Date, each party hereto, shall execute and deliver any
further instruments or documents and take all such further action as such
requesting party may reasonably request in order to consummate and document the
transactions contemplated hereby.

7.5 Captions. The captions in this Agreement are for convenience only
and shall not be considered a part of or affect the constructing or
interpretation of any provision of this Agreement.

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7.6 Section References. Unless otherwise noted, all section references
herein are to sections of this Agreement.

7.7 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.

7.8 Successors and Assigns. Neither party shall assign this Agreement
to any third party without the prior written consent of the other party.

7.9 Parties in Interest. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties to it and their respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party to this
Agreement, nor shall any provision give any third persons any right of
subrogation or action over against any party to this Agreement.

7.10 Notices. All notices, requests, demands and other communications
hereunder ("Notices") shall be in writing and shall be deemed
to have been duly given if delivered by hand or by registered or certified mail,
postage prepaid, return receipt requested, but only upon receipt of such return
receipt, as follows:


	 	
      If to the Seller:
	 	
      If to the Buyer:

      
	 
	 	
      Suite 1200

      777 West Broadway

      Vancouver, BC

      V5Z 4J7

      Attention: Toby Chu
	 	
      
      Suite 2101 - 2103,

      Shanghai Times Square Office, 93 Huai, Hai Zhang Road

      Shanghai, PRC 200031

      

      Attention: John Li
	 



or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
only be effective upon receipt. All Notices shall be deemed received on the date
of delivery or, if mailed, on the date appearing on the return receipt thereof.


7.11 Law Governing; Venue. This Agreement shall be governed by, and
construed and enforced in accordance with the laws of the Province of British
Columbia, without regard to its choice-of-laws or conflicts-of-law rules. With
respect to any disputes arising out of or related to this Agreement, the parties
consent to the exclusive jurisdiction of, and venue in, the courts in the City
of Vancouver, in the Province of British Columbia.


7.12 California Corporate Securities Law. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.

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7.13 Attorney's Fees. In the event that any suit or action is instituted
to enforce any provisions in this Agreement, the prevailing party in such
dispute shall be entitled to recover from the losing party all fees, costs and
expenses of enforcing any right of such prevailing party under or with respect
to this Agreement, including without limitation, such reasonable fees and
expenses of attorneys and accountants, which shall include, without limitation,
all fees, costs and expenses of appeals.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of date first above written.

	


CAPITAL ALLIANCE GROUP INC. 

      

    	  )

      

    	
		  )

      

    	
	/s/ Toby Chu	  )

      

    	
	____________________________

    	  )

      

    	
	Chairman, C.E.O. & Director

    	  )

      

    	
		  )

      

    	


 
  

 	

 SUN MEDIA INVESTMENT HOLDINGS LTD. 

      

    	  )

      

    	
		  )

      

    	
	/s/ John Li	  )

      

    	
	____________________________

    	  )

      

    	
	President & Director

    	  )

      

    	
		  )

      

    	





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