Exhibit 10.1

Exhibit 10.1
    
 

    Software
      Sales Agreement

    


    AGREEMENT
      dated as of November 1st,
      2006 by and between New Medium Enterprise Inc, (“NME”) having offices in 195 The
      Vale, London, United Kingdom and Digital Challenge Holdings Limited having
      offices in RM 701, 7/F, Shanghai Industrial Investment Building, 48-62 Hennessy
      Road, Wanchai, Hong Kong

    


    WITNESSETH

    


    WHEREAS,
      Digital
      Challenge is engaged in the business of developing and marketing software
      programs, services and related products and agrees to sell and transfer its
“HD
      Authoring Tool and Encryption ” (the “Software”) being the sole owner of this
      Software.

    


    WHEREAS,
      NME
      agrees to purchase the Software named as “HD Authoring Tools” to use it and
      conduct the business in the relevant field according to its needs and
      requirements at any level.

    


    WHEREAS,
      Digital
      Challenge wishes to sell, transfer and assign to NME all of its Rights to its
      Technology (as defined below), to enable NME to conduct the Business, upon
      the
      terms and conditions set forth herein.

    


    Now,
      therefore, it is agreed as follows:

    


    Definitions:
      In this
      Agreement the following definitions shall apply:

    


    Software
      -
      Means
      HD Authoring Tools which defined at the Annex A with all patents, patent
      applications, trademarks, trademark applications, Know-How (as defined below
      in
      Annex B ), related to “HD Authoring Tools”;

    


    Intellectual
      Property Rights (“IPRs”)
      - Means
      all intellectual property rights of Digital Challenge in the Software, including
      without limitation source codes, applications, patents, inventions, trademarks,
      design rights, copyrights, database rights (whether or not any of these are
      registered and including any application for registration of any such rights),
      Know-How, confidential information and trade secrets and all rights or forms
      for
      the protection of a similar nature or having similar affect to any of these
      which may exist anywhere in the world the Software mentioned above.

    


    Know-How
      - Means
      know-how, trade secrets or Experience whether patentable or not including but
      not limited to all design or manufacturing techniques, operating instructions,
      machinery designs, raw materials or products specifications, drawings,
      blueprints and other any technical and commercial information relating to the
      research, design, development, manufacture assembly use or sale belonging to
      Digital Challenge.

    

      
        
          
          

        

        
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Sale,
      Transfer and Assignment:
      Digital
      Challenge hereby sells transfers and assigns to NME all of the "Rights" to
      the
      Software on the terms set forth herein. "Rights" means the IPRs and other rights
      to utilize the Software in conducting the Business in all areas of the world.
      Digital Challenge will provide one-year free technical support for this
      Software.

    


    Purchase
      Price:
      The
      purchase price for the sale, transfer and assignment of the rights hereunder
      will be US$10,000, plus 10 million fully paid up restricted shares of NME as
      per
      the terms and conditions in ‘Sale and Disposal of Restricted Shares’ as per
      Annex A

    


    This
      agreement will take
      effect
      after
      NME pays the payment of USD$10,000 and issues within 7 days the 10 million
      shares.

    


    Completion
      - The
      complete transfer of the ownership of the ‘HD Authoring Tools’ to NME will take
      effect when 

    


    
      	1.  	
              NME
                is satisfied with the Alpha
                Version.

            


    

    
      	2.  	
              NME
                has received a fully commercial version of the HD Authoring Tools
                by CES
                show in January 2007.

            


    

    


    Governing-Law:
      This
      agreement shall be governed and construed in accordance with the Hong Kong
      laws.

    


    Amendment:
      No
      change, modification or amendment of this agreement shall be valid or binding
      on
      the parties unless such change or modification shall be in writing signed by
      the
      party or parties against whom the same is sought to be enforced.

    


    Further
      Assurances:
      Each
      party hereby covenants and agrees that it shall execute and deliver such deeds
      and other documents as may be required to implement any of the provisions of
      this agreement.

    


    Digital
      Challenge makes representation, covenant and warranty regarding:

    


    the
      Software will need third party software and licenses of MPEG2, Dolby AC-3 and
      perhaps Beijing Eworld’s license which NME shall to apply separately. Digital
      Challenge can not transfer those licenses to NME;

    


    the
      non-infringement of third party rights except mentioned at 

    


    
      	·  	
              will
                defense of NME against actions or suits of any nature brought by
                third
                parties except any suits related
                to;

            


    

    
      	·  	
              the
                scope, enforceability and validity of the
                Software;

            


    

    
      	·  	
              will
                deliver Alpha version to NME within 6 weeks after the initial
                payment;

            


    

    
      	·  	
              will
                not engage any work for any third parties by utilizing the Confidential
                Information of the Software; and

            


    

    
      	·  	
              will
                not sale the Software or any other version of this software to any
                third
                parties.

            


    


    
      
        
        

      

      
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    Digital
      Challenge shall keep in confidentiality of any following confidential relevant
      technology, business process or methods, expertise, trade secret, business
      and
      financial information and relevant document, data, or other information of
      the
      Software, including document, technical specifications, data, chart, plan,
      process, image, database, computer software, whether transferred as recorded
      or
      expressed in disc, tape, electronic document or any other form, or by means
      of
      oral description, demonstration or observation (“Confidential Information”),
      and, without prior written consent of NME, shall not disclose to any third
      party
      the Confidential Information.

    


    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement effective the date and year first
      above written.

    


    


    
      	 	
              Digital
                Challenge Holdings Limited

            
	 	 
	 	
              By:

            
	 	 
	 	 
	 	 
	 	
              New
                Medium Enterprises, Inc.

            
	 	 
	 	
              By:

            
	 	 
	 	 


    

    

      
        
          
          

        

        
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    Annex
      A Sale and Disposable of Shares

     

     

    NME
      will
      grant 10 million fully paid up Rule 144 shares under the following terms and
      conditions.

    


    
      	1.  	
              The
                shares issued will immediately become ‘non forfeitable’ upon completion
                and delivery of the following

            


    

    


    
      	1.1.  	
              the
                Alpha version of the ‘VMD HD Authoring tools’ in 6 weeks
                

            


    

    
      	1.2.  	
              The
                completion of the VMD authoring tools Commercial version in time
                for CES -
                January 2007.

            


    

    


    The
      sale
      and disposable of the shares will be as follows

    


    Vesting
      period
      -
      minimum 12 months from the date of issuance of shares or 7 days from the
      effective date of the contract irrespective of the Delivery schedule.


    


    Sale
      restrictions - Further to the vesting period the disposal of these shares will
      be over the following period

    


    
      	1.  	
              Right
                to dispose after 12 months however the sale will be only permitted
                to up
                to 10% of these shares in any given
                month

            


    

    


    Forfeiture
      - 

    


    Should
      Digital Challenge not meet the ‘Completion’ clause in this agreement by the
      delivery schedules the Shares paid as per the Price condition could be forfeited
      at the discretion of NME.

    


    In
      the
      event of forfeiture of share NME will have no right to the HD Authoring tools
      so
      far developed or under development. 

    


    Change
      of Control - Share holder

    


    Should
      the company have a change of control or be subject to a take over these shares
      will become immediately vested with no selling restrictions at any time during
      this contract. 

    


    IPO
      -

    


    Should
      the company initiate an IPO either on the existing exchange or on any new
      exchange for the whole of the company then the shares will become vested on
      the
      date of the IPO.

    

      
        
          
          

        

        
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Annex
      B HD Authoring Tools

     

     

    Digital
      Challenge - HD content authoring tools with VMD support

    


    Digital
      Challenge are developed and constructed under Microsoft Visual C++ compiler
      (6.0) environment.

    


    Digital
      Challenge provide the full functions of stream import, subtitle generation,
      multiplexing, directory and files creation, disc image creation, encryption,
      DDP
      2.0 files generation and DLT tape written.

    


    Digital
      Challenge also creates graphic menus and highlight buttons based upon the
      user-provided bitmaps. Menus and buttons in VMD contents play a roll of
      navigating presentation sequences.

    


    Authoring
      feature highlight

    


    Multiple
      Video format within one disc.

    Multiple
      Audio Streams with multi-language.

    Each
      Audio Stream with up to 7 channels.

    Multiple
      Subtitle Streams: with multi-languages in different font, colours and
      styles.

    Multiple
      Video Titles.

    Multiple
      playback chains.

    Full
      play
      control with What You See Is What You Want

    Multiple-end
      supported.

    Karaoke
      supported.

    Highlight
      Buttons in Titles.

    Unlimited
      Menus.

    Up
      to 22
      buttons within one Menu.

    


    
      
        
        

      

      
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