EXHIBIT 10.7











                               NOVATION AGREEMENT

THIS NOVATION AGREEMENT (this "Agreement") is made on June 6, 2005

BETWEEN:

(1)   Mr. JI WANG, a citizen of the People's Republic of China (the "PRC") with
      his I.D. card number of 330102197106260617 (the "Transferee");

(2)   Mr. TAO FENG, a citizen of the PRC with his ID card number of
      310106670509323 (the "Transferor");

(3)   Shanghai Newmargin Venture Capital Co., Ltd., a limited liability company
      incorporated under the laws of the PRC with its registered address at 99
      Yinqiao Road, Pudong New District, Shanghai,
      PRC ("Shanghai Newmargin");

(4)   Shanghai T2 Entertainment Co., Ltd., a limited liability company
      incorporated under the laws of the PRC with its registered address at 5th
      Floor 88 Qinjiang Road, Xuhui District, Shanghai, PRC (200233) ("T2
      Entertainment"); and

(5)   T2CN Information Technology (Shanghai) Co., Ltd., a company incorporated
      under the laws of the PRC with its communication address at 5th Floor 88
      Qinjiang Road, Xuhui District, Shanghai, PRC (200233) ("T2CN Information
      Technology").

Shanghai Newmargin, T2 Entertainment and T2CN Information Technology may
hereinafter collectively be referred to as the "Contractors" and respectively
referred to as a "Contractor". The Transferee, the Transferor and the
Contractors may hereinafter collectively be referred to as the "Parties" and
respectively referred to as a "Party".

INTRODUCTION:

(A)   The Transferor and the Contractors are parties to a Shareholders' Voting
      Rights Proxy Agreement, dated November 4, 2004, whereby TAO FENG and
      Shanghai Newmargin authorize the WFOE or its designated persons to
      exercise all the shareholder's rights enjoyed by TAO FENG and Shanghai
      Newmargin as shareholders of T2 Entertainment.


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(B)   As agreed by T2CN Information Technology and Shanghai Newmargin, the
      Transferee has acquired from the Transferor 20% equity interest in T2
      Entertainment and Transferor is no longer a shareholder of Shanghai

(C)   The Parties have agreed to novate the aforesaid Shareholders' Voting
      Rights Proxy Agreement to the Transferee.

THE PARTIES AGREE as follows:

1. INTERPRETATION

1.1  In this Agreement "Original Agreement" means the Shareholders' Voting
     Rights Proxy Agreement made by and among the Contractors and the
     Transferor, whereby TAO FENG and Shanghai Newmargin authorize the WFOE or
     its designated persons to exercise all the shareholder's rights enjoyed by
     TAO FENG and Shanghai Newmargin as shareholders of T2 Entertainment

1.2  The headings in this Agreement do not affect its interpretation.

2. NOVATION

     With effect from June 6, 2005:

2.1  the Transferee shall perform the Transferor's obligations under the
     Original Agreement and is bound by the terms of the Original Agreement in
     every way as if the Transferee had at all times been a party to the
     Original Agreement in place of the Transferor;

2.2  each of the Contractors releases and discharges the Transferor from further
     performance of the Original Agreement and all liabilities, claims and
     demands howsoever arising under the Original Agreement, whether in
     contract, tort or otherwise, and accepts the liability of the Transferee
     under the Original Agreement in place of the liability of the Transferor;
     and

2.3  each of the Contractors shall perform its obligations under the Original
     Agreement and be bound by the terms of the Original Agreement in every way
     as if the Transferee had at all times been a party to the Original
     Agreement in place of the Transferor.

3. GOVERNING LAW

     This Agreement is governed by the PRC law.


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4. ARBITRATION

4.1  If any dispute, controversy or claim arising out of or relating to this
     Agreement, or the interpretation, breach, termination or validity hereof
     cannot be resolved through consultation, the dispute shall be submitted to
     arbitration.

4.2  The arbitration shall be conducted in Shanghai under the auspices of the
     China International Economic and Trade Arbitration Commission, Shanghai
     Sub-commission ("CIETAC") according to its then arbitration rules. The
     Parties shall jointly appoint a sole arbitrator to hear the case and if the
     Parties do not agree on the choice of the aforesaid sole arbitrator within
     twenty (20) days from the date on which the respondent receives the notice
     of arbitration, the Chairman of the CIETAC will make the appointment.

4.3  The award of the arbitration tribunal shall be final and binding upon the
     disputing parties and, in the case where the subdued party does not perform
     the award, the prevailing party may apply to a court of competent
     jurisdiction for enforcement of such award.

5. MISCELLANEOUS

5.1  This Agreement may be executed in any number of counterparts, and this has
     the same effect as if the signatures on the counterparts were on a single
     copy of this Agreement.

5.2  This Agreement shall take effect from the date of formal execution by the
     Parties.



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                                [Signature Page]


   IN WITNESS of which the Parties hereto have executed this Agreement on the
   date first mentioned above.


       /s/ Ji Wang
       -----------------------
       By Mr. JI WANG (IoU(Y))



       /s/ Tao Feng
       -----------------------
       By Mr. TAO FENG (o eII)



       For and on behalf of Shanghai Newmargin Venture Capital Co., Ltd.

       SIGNED by /s/ Tao Feng
       Name: Mr. TAO FENG(o eII)
       Position: Chief Executive Officer



       For and on behalf of Shanghai T2 Entertainment Co., Ltd.

       SIGNED by /s/
                 -------------------
       Name:
       Position:



       For and on behalf of T2CN Information Technology (Shanghai) Co., Ltd.

       SIGNED by /s/
                 -------------------
       Name:
       Position: Chief Executive Officer