CORPORATE ADVISORY AGREEMENT

THIS AGREEMENT dated for reference the 15^th day of November, 2006..

BETWEEN:	Sun Media Investment Holdings Ltd, a company incorporated under the laws of the British Virgin Islands and having its registered office at PO Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands ("SMIH")

	OF THE FIRST PART

AND:	Capital Alliance Group Inc., a company incorporated under the laws of British Columbia, having an office address of 0000-000 Xxxx Xxxxxxxx, Xxxxxxxxx, XX, X0X 0X0, Xxxxxx (hereinafter referred to as “CAG”)

	OF THE SECOND PART

WHEREAS:

X.	XXXX is an investment holding company with investment interest in China’s media and internet sectors.

B.	Sun New Media Inc, a subsidiary of SMIH quoted on the OTCBB symbol: SNMD.

C.	CAG is in the business of providing merchant banking and corporate advisory services to emerging companies and has agreed to provide such services to SMIH on the terms and conditions set forth herein.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants and agreements herein set forth, the parties covenant and agree as follows:

1. Interpretation

This Agreement and all matters arising hereunder will be governed by, construed and enforced in accordance with the laws of the Courts of the Province of British Columbia or the respective jurisdiction each of the company resides, and all disputes arising under this Agreement will be referred to the Courts of the Province of British Columbia.

2. Engagement

SMIH hereby engages CAG to provide corporate advisory services to SMIH including, but not limited, to the following:

	(a)	Subject to applicable securities legislation, contacting persons who are authorized to trade in equity securities pursuant to the applicable securities legislation of the jurisdiction where such persons reside and informing them of the particulars of the development of the SMIH’s projects and business;

	(b)	Assisting SMIH in coordinating any advertising and other public relations programs being implemented by SMIH;

	(c)	Acting in a liaison capacity between SMIH management and senior officers, the persons referred to in Section 2(a) and the shareholders of SMIH;

	(d)	Circulating to the persons referred to in Section 2(a) such of the quarterly reports and other material financial or information documentation as may be reasonably requested by such persons; and

	(e)	And such other services as may be agreed upon by SMIH’s senior management and CAG, including assistance in arranging desired equity financing from time to time.

	(f)	CAG will introduce certain investor relation consultants to SMIH from time to time and it is the sole discretion of SMIH to decide whether or not SMIH will engage with those consultants.

3. Term

	(a)	Subject to prior termination in accordance with Section 10, this Agreement will be effective November 15^th, 2006 and will remain in full force and effect for a twelve month period up to and including the close of business on November 14^th, 2007; and

	(b)	If SMIH wishes to engage CAG after the term of this Agreement has expired, all work performed will be completed on a month to month basis at a fee to be determined by both parties.

4. Remuneration

In consideration of CAG having rendered the Services, SMIH will:

	(a)	Pay to CAG 500,000 common shares (“Shares”) of Sun New Media Inc (OTCBB symbol: SNMD) (“SNMD”) in lieu of cash upon execution of this agreement.

	(b)	Provide a total of 500,000 Option Shares of Sun New Media Inc to two of CAG’s appointed executives, namely Xxxx Xxx and Xxxxx Xxxx (collectively “Optionee”). Each Optionee is entitled to 250,000 option shares with an exercise price of US$0.68 per share exercisable in part or in whole at any time for a period of three years commencing November 15^th2006 expiring November 14^th2009.

5. Expenses

	(a)	Provided that CAG will have obtained the prior consent of SMIH to incur expenses and disbursements in connection with the performance of CAG’s duties hereunder, SMIH will reimburse the CAG for all pre-approved expenses and disbursements, including all reasonable travel expenses, incurred by CAG in connection with the performance of the CAG’s duties hereunder within seven (7) days after receipt of invoices or such other documentation as SMIH’s Board of Directors may reasonably require. SMIH shall not be obligated to reimburse CAG for any expenses claimed by them which are not evidenced by receipt or other documentary evidence satisfactory to SMIH; and

	(b)	Notwithstanding any other provision of this Agreement, CAG shall not make any single expenditure, or any series of expenditures in connection with any single matter or any number of connected matters, exceeding US$500 without the prior consent of SMIH.

6. Representation and Warranties of SMIH

SMIH hereby represents and warrants to CAG that:

	(a)	SMIH is a duly incorporated company pursuant to the laws of BVI and is in good standing in the office of the registrar of Companies with respect to the filing of annual returns;

	(b)	To the best of SMIH’s knowledge, information and belief, SEG has complied with the continuous disclosure requirements as set out in the US Securities Act, as amended (the “Act”); and

	(c)	The execution and delivery of this Agreement has been duly authorized by all required corporate action on behalf of SMIH.

7. Representations and Warranties - CAG

CAG hereby represents and warrants to SMIH that:

	(a)	CAG is duly incorporated pursuant to the provisions of the British Columbia Company Act;

	(b)	The execution and delivery of this Agreement has been duly authorized by all required corporate action on behalf of CAG;

	(c)	CAG and it’s associates, partners, directors, officers, employees, representatives and agents (collectively the “Management and Employees”) providing the Services pursuant to this Agreement are familiar with and responsible for compliance with all applicable securities legislation in relation to the providing the Services, including but not limited to the United States securities laws and in particular Regulation FD of the Act.

8. Covenants of SMIH

SMIH hereby covenant and agree with CAG that:

(a)	During the term of this Agreement, SMIH will promptly advise CAG of:

	(i)	Any material change in the business or affairs of SMIH and Sun New Media Inc;

	(ii)	Any cease trade order or trading halt made or imposed upon SNMD, any of the directors, senior officers or insiders of SNMD by any commission, exchange, governmental or self-regulatory body having jurisdiction over SNMD and its affairs; and

(b)	SMIH will deliver to CAG copies of SNMD’s annual financial statements, quarterly reports, news releases, material change reports and other documentation required to be filed by SNMD with regulatory bodies including the North American Securities Dealers or the United States Securities and Exchange Commission or any other such regulatory body having jurisdiction over SNMD’s affairs within ten (10) business days of the date of such filing.

(c)	In case of default by SMIH, Sun New Media Inc will guarantee all the terms and conditions of this agreement with full effect.

9. Covenants of CAG

CAG covenants and agrees with SMIH that:

	(a)	In performing their duties hereunder, they will comply with all applicable securities legislation and regulations;

	(b)	No use may be made of confidential information relating to the SMIH’s business and affairs until SMIH has complied with the continuous disclosure requirements applicable to them;

	(c)	CAG will not disclose the private affairs of SMIH or its subsidiaries or any secrets of SMIH to any persons other than the board of directors of SMIH or as may be required by the laws of United States or any states therein;

	(d)	CAG will act in the best interests of SMIH & its affiliated companies and will not make any misrepresentations whatsoever with respect to the companies business and affairs;

	(e)	CAG and its Management and Employees will not, except as authorized or required in connection with provision of the Services, reveal or divulge to any person or company any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of SMIH which may come to CAG’s or its Management’s and Employees’ knowledge during the term of this Agreement and will keep in complete secrecy all confidential information entrusted to CAG or its Management and Employees and will not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to SMIH’s businesses or may be likely so to do. 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.

		CAG will comply, and will cause its Management and Employees to comply with such directions as SMIH will make to ensure the safeguarding or confidentiality of all such information. SMIH may require that the Management and Employees execute an agreement with SMIH regarding the confidentiality of all such information.

	(f)	CAG and its Management and Employees will not disclose to any party information relating to SMIH that has not been publicly disclosed, nor will CAG or its Management and Employees trade in shares of SMIH while in possession of such knowledge.

10. Termination of Agreement

Unless otherwise terminated pursuant to this section 10, this Agreement will terminate on November 14^th, 2006, provided that:

	(a)	SMIH may terminate this Agreement, with or without cause, upon a date which is 90 days after providing written notice of termination to the CAG;

	(b)	No termination of this Agreement shall operate to relieve either party of any obligation on the part of that party which arose before the date of notice of termination.

	(c)	All remuneration terms described in section 4a and 4b shall remain effective, due and payable in full regardless of early termination, with or without cause.

11. Reverse Split

	a)	Adjustment. If, within three years from the commencement date of this agreement, Sun New Media Inc effects a reverse split of its share capital, the number of common Shares & Stock Option shares specified in sections 4(a) and (b) shall be adjusted accordingly to reflect the reverse split, such that the number of SNMD shares entitled by CAG and the Optionees shall be the same as that immediately prior to such reverse split.

	b)	Top Up. If, within three years from the commencement date of this agreement Sun New Media effects a reverse split of its share capital, SMIH shall, promptly following the effective date of such reverse split(s), pay to CAG and the Optionees a sufficient number of Common Shares and Stock Option shares of SNMD such that the number of such Common Shares & Stock Options then held by CAG and the Optionees are 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.

12. General

	(a)	Time of Essence

		Time is hereby expressly made of the essence of this Agreement with respect to the performance by the parties of their respective obligations under this Agreement.

	(b)	Enurement

		This Agreement will ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns.

	(c)	Entire Agreement

		This Agreement constitutes the entire agreement between the parties and supersedes all previous expectations, understandings, communications, representations and agreements, whether verbal or written between the parties with respect to the subject matter hereof.

	(d)	Further Assurances

		Each of the parties hereto hereby covenants and agrees to execute such further and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement.

	(e)	Notices

		All notices, requests, demands and other communications hereunder will be in writing and will be deemed to have been duly given if delivered by hand or mailed, postage prepaid, addressed to the parties at their addresses first set forth above or to such other address as may be given in writing by SMIH or CAG and will be deemed to have been received, if delivered, on the date of delivery and if mailed as aforesaid within Canada or United States, then on the tenth business day following the posting thereof provided that if there will be, between the time of mailing, and the actual receipt of the notice a mail strike, slowdown or other labor dispute which might affect the delivery of the notice by the mails, then the notice will be effective if actually delivered.

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CORPORATE ADVISORY AGREEMENT

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