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)<
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  Party  and  executed  and
     delivered by such Party's duly authorized  representatives,  as of the date
     first set forth above and shall be effective simultaneously.

5.   Party B  represents  and  warrants  to Party A that Party B owns all of the
     shares of Company  set forth  below its name on the  signature  page below,
     free and clear of all liens and  encumbrances,  and Party B has not granted
     to anyone,  other than  Party A, a power of  attorney  or proxy over any of
     such shares or in Party B's rights as a  shareholder  of  Company.  Party B
     further  represents  and warrants  that the  execution and delivery of this
     Agreement  by Party B will not  violate any law,  regulations,  judicial or
     administrative order,  arbitration award,  agreement,  contract or covenant
     applicable to Party B.

6.   This Agreement may not be terminated  without the unanimous consent of both
     Parties,  except that Party A may, by giving thirty (30) days prior written
     notice to Party B hereto, terminate this Agreement

7.   Any amendment and/or rescission shall be agreed by the Parties in writing.

8.   The execution,  validity,  construction  and  performance of this Agreement
     shall be governed by the laws of PRC.

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9.   This  Agreement  has been  executed  in three (3)  duplicate  originals  in
     English,  each  Party has  received  one (1)  duplicate  original,  and all
     originals shall be equally valid.

10.  Both Parties  agree that in case of disputes  arising from this  Agreement,
     both Parties shall settle their dispute through mediation, not in a lawsuit
     brought in Court.  If the Parties  cannot reach a settlement  45 days after
     the  mediation,  the  dispute  shall  be  referred  to  and  determined  by
     arbitration  in the China  International  Economic  and  Trade  Arbitration
     Commission  ("CIETAC")  Shanghai Branch upon the initiation of either Party
     in accordance with the prevailing  arbitration rules of CIETAC. The written
     decision of the  arbitrator  shall be binding and conclusive on the Parties
     hereto and enforceable in any court of competent jurisdiction.



                            [SIGNATURE PAGE FOLLOWS]


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                                [SIGNATURE PAGE]

IN WITNESS  WHEREOF each party hereto has caused this Proxy Agreement to be duly
executed by itself or a duly authorized  representative  on its behalf as of the
date first written above.


PARTY A:          Capital Future Development Limited
                  Capital Future Development Limited

                  Legal/Authorized Representative: /s/ WANG Zhenggang
                                                  ----------------------------
                  Name:
                       -------------------------------------------------------
                  Title:
                        ------------------------------------------------------



PARTY B:              /s/ WANG Zhenggang
                      ---------------------------------
                  By: WANG Zhenggang;
                  (PRC ID Card No.: 330725196811015038);
                  Shares of. Zhejiang Yong Xin Digital Technology Co., Ltd.
                  owned by WANG Zhenggang: 35%;
                  Home Address: No7, South block 4, Xia Che Men, Yiwu, Zhejiang,
                                China;




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                   /s/ Zhang Yimin
                   ---------------------------------
               By: Zhang Yimin
               (PRC ID Card No.: 420106196706282812)
               Shares of Zhejiang Yong Xin Digital Technology Co., Ltd owned by
               ZHANG Yimin: 20%;
               Home Address: No 13 Block 13 Jinshang Li Ding, Chou Cheng Street,
                             Yiwu, Zhejiang, China




                   /s/ LV Huiyi
                   ---------------------------------
               By: LV Huiyi
               (PRC ID Card No.: (pound)(0)440111197109154838)
               Shares of Zhejiang Yong Xin Digital Technology Co., Ltd owned by
               ZHANG Yimin: 20%;
               Home Address: Suite 101, No.45, 475 Huang Chen Dong Road,
                             Guangdong, China




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                   /s/ WANG Xiaochun
                   ---------------------------------
               By: WANG Xiaochun
               (PRC ID Card No.: 330723780207004)
               Shares of Zhejiang Yong Xin Digital Technology Co., Ltd owned by
               ZHANG Yimin: 15%;
               Home Address: No. 19, Daming Hall, Wuyang Town, Wuyi District,
                             Zhejiang, China




                   /s/ BAO Zhongsheng
                   ---------------------------------
               By: BAO Zhongsheng
               (PRC ID Card No.: 330725197805030818)
               Shares of Zhejiang Yong Xin Digital Technology Co., Ltd owned by
               ZHANG Yimin: 10%;
               Home Address: No 13 Block 13 Jinshang Li Ding, Chou Cheng Street,
                             Yiwu, Zhengjiang



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