Exhibit 10.3 PROXY AGREEMENT

                                                                    Exhibit 10.3

                                 PROXY AGREEMENT

This   Shareholders'   Voting Rights Proxy Agreement (the   "Agreement") is entered
into as of November 1, 2005, in Zhejiang among the following parties

PARTY A:

              Capital Future Development Limited
              Capital Future Development Limited(1)<<E3/4

              Chairman: WANG Zhenggang


PARTYB:   The undersigned   shareholders   of Zhejiang Yong Xin Digital   Technology
Co., Ltd., a corporation incorporated under the laws of China ("Company").

                                    RECITALS

A.    Party A is a company incorporated under law of British Virgin Island, which
     engages in the business of digital products.

B.    As of the date of the Agreement   Party B are the enrolled   shareholders   of
     Company   and each   legally   holds the equity   interest in Company set forth
     Party   B's name   below.   The   total   shares   held by   Party B   collectively
      represent 100% of total outstanding shares of Company.

C.    Party B desires   to grant to the Board of   Directors   of Party A a proxy to
     vote all of Party B's   shares in   Company   for the   maximum   period of time
     permitted by law in   consideration of the issuance to Party B of shares and
     for other good and valuable consideration.

     NOW THEREFORE, the parties agree as follows:

1.    Party B hereby   agrees to   irrevocably   grant and entrust   Party A, for the
     maximum   period   permitted by law, with all of Party B's voting rights as a
     shareholder   of Company.   Party A shall   exercise such rights in accordance
     with and within the   limitations of the laws of the PRC and the Articles of
     Association of Company.
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2.    Party A may from time to time establish and amend rules to govern how Party
     A shall exercise the powers granted to it by Party B herein, including, but
     not   limited to, the number or   percentage   of   directors   of Party A which
     shall be required   to   authorize   or take any action and to sign   documents
     evidencing the taking of such action, and Party A shall only take action in
     accordance with such rules

3.    All Parties to this Agreement hereby   acknowledge   that,   regardless of any
     change in the equity interests of Company, Party B shall appoint the person
     designated by Party A with the voting rights held by Party B. Party B shall
     not transfer its equity   interests of Company to any   individual or company
     (other than Party A or the individuals or entities   designated by Party A).
     Party B   acknowledges   that it will continue to perform this Agreement even
     if one or more   than one of them no longer   hold the   equity   interests   of
     Company.

4.    This Agreement has been duly executed by the Parties, and, in the case of a
     Party   which is not a   natural   person,   has been   duly   authorized   by all
     necessary   corporate   or   other   action   by such   P