SUPPLEMENTARY POOLING AGREEMENT

Exhibit 2.1

SUPPLEMENTARY POOLING AGREEMENT

This Supplementary Pooling Agreement (this “ Agreement ”) is made and entered into as of December 23, 2005,

BY AND BETWEEN:

THE UNDERSIGNED SHAREHOLDERS OF SUN NEW MEDIA INC . (formerly known as SE GLOBAL EQUITIES CORP.) as set out in Schedule 1 hereto (collectively referred to as the “ Shareholders ” and individually as “ Shareholder ”)

AND :

SUN NEW MEDIA INC. (formerly known as SE GLOBAL EQUITIES CORP. ) , incorporated under the laws of Minnesota and having an address at PO Box 297, 1142 S. Diamond Bar Blvd., Diamond Bar, CA 91765 (“ SNMI ”)

AND :

CAPITAL ALLIANCE GROUP INC. , incorporated under the laws of British Columbia and having its office at Suite 1200, 777 West Broadway, Vancouver, British Columbia, Canada V5Z 4J7£¨¡°CAG”£©

AND
     

FIDELITY TRANSFER COMPANY , 1800 South West Temple. Suite 301, Salt Lake City, UT, 84115 (hereinafter called the “ Trustee ”)

WHEREAS :

A.     The Shareholders, SNMI, and the Trustee entered into a Pooling Agreement dated September 18, 2005 (the “ Original Pooling Agreement ”) and the Shareholders, SNMI and CAG entered into a Shareholdings Agreement (the “ Shareholding Agreement ”) (the “Original Pooling Agreement and the Shareholding Agreement” hereinafter collectively referred to as the “ Original Agreements ”) whereby the Shareholders agreed to deposit with the Trustee those number of shares of common stock of SNMI held by each of them as set out against their name in Appendix A of the Original Pooling Agreement (the “ Pooled Shares ”) and CAG agreed to maintain a stipulated level of shareholding in SNMI as set out in the Shareholding Agreement (the “ Agreed Shareholding Level ”), subject to and upon the respective terms and conditions of the Original Agreements.

B.     Clause 4.1(b) of the Original Pooling Agreement provides that the Trustee shall be authorised to disburse the Pooled Shares to the Shareholders upon receipt of a written instructions signed by all the Shareholders.

C.     Due to a donation of an amount of SNMI common stock to be made to a Hong Kong-based charity by Sun Media Investment Holdings Ltd. (“ SMIH ”), the Shareholders now agree that the SMIH and CAG shall be entitled to: (i) the release of the number of Pooled Shares (in the case of SMIH) and (ii) a reduction of the Agreed Shareholding Level (in the case of CAG), by such number of shares set out against their names in Schedule 2 hereto (the “ Released Pooled Shares ”) .

D.     Pursuant thereto, the parties now wish to enter into this Agreement to authorise the Trustee to disburse the Release Pooled Shares to SMIH in accordance with the Clause 4.1(b) of the Original Pooling Agreement, to reduce the Agreed Shareholding Level of CAG by the Released Pooled Shares and to amend the terms and conditions of the Original Agreements.

NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the parties hereby agree as follows:

1. DEFINED TERMS . Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Original Agreements.

2. DISBURSEMENT OF POOLED SHARES AND REDUCTION OF AGREED SHAREHOLDING LEVEL .

      2.1 Disbursement of Pooled Shares. The Shareholders hereby authorise the Trustees to disburse to SMIH, the number of Released Pooled Shares set out against their respective names in Schedule 2 hereto, and the executed copy of this Agreement shall constitute a written instruction by all Shareholders to the Trustee for the purposes of Clause 4.1(b) of the Original Pooling Agreement, to disburse the Released Pooled Shares to SMIH in accordance with the provisions of this Clause 2.

      2.2 Reduction of Agreed Shareholding Level. SNMI, SMIH and CAG hereby agree that the Agreed Shareholding Level shall be reduced by the number of Released Pooled Shares set out against CAG’s name in Schedule 2 hereto.

      2.3 Consent. SNMI, SMIH and CAG hereby expressly consent to the disbursement of the Released Pooled Shares and the reduction of the Agreed Shareholding Level in accordance with the provisions of this Clause 2.

3. TRUSTEE’S ACTIONS . The Trustee hereby agrees that it s