EXHIBIT 10.9












                               NOVATION AGREEMENT

THIS NOVATION AGREEMENT (this "Agreement") is made on May 13, 2005

BETWEEN:

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

(2)   Mr. FENG Tao (o eII), 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 ("Shanghai T2"); and

(5)   T2CN Holding Limited, a company incorporated under the laws of the British
      Virgin Islands with its registered address at offices of S-HR&M Financial
      Services Limited of Kingston Chambers, P.O. Box 173, Road Town, Tortola,
      British Virgin Islands ("T2CN Holding").

Shanghai Newmargin, Shanghai T2 and T2CN Holding 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 an Exclusive  Equity
      Transfer  Call  Agreement,  dated  November 4, 2004,  in relation to the
      equity  interests  in Shanghai T2 held by the  Transferor  and  Shanghai
      Newmargin  respectively.  According to that  Exclusive  Equity  Transfer
      Call   Agreement,   T2CN  Holding  shall  be  entitled  to  request  the
      Transferor and Shanghai  Newmargin to transfer all or part of the equity
      interest  held by them  respectively  in Shanghai T2 to T2CN  Holding or
      any third person then designed by T2CN Holding,  to the extent permitted
      by PRC law.






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

(C)   The Parties have agreed to novate the aforesaid Exclusive Equity Transfer
      Call Agreement to the Transferee.

THE PARTIES AGREE as follows:

1. INTERPRETATION

1.1   In this Agreement "Original Agreement" means the Exclusive Equity Transfer
      Call Agreement made between the Transferor and the Contractor on November
      4, 2004, in relation to the equity interests in Shanghai T2 held by the
      Transferor and Shanghai Newmargin respectively.

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

2. NOVATION

With effect from May 13, 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.





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 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. WANG Ji (IoU(Y))



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


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

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


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

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


       For and on behalf of T2CN Holding Limited

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