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Agreement - XINHUA SPORTS & ENTERTAINMENT LTD - 2-21-2007

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Agreement - XINHUA SPORTS & ENTERTAINMENT LTD - 2-21-2007 Powered By Docstoc
					EXHIBIT 10.34

AGREEMENT FOR THE SALE AND PURCHASE OF EQUITY INTEREST AND SUBSCRIPTION IN SHANGHAI HYPERLINK MARKET RESEARCH CO., LTD.

Dated as of 14 June 2006 1

THIS is made between the following parties in Shanghai, PRC: (1) XIE, Wei, a citizen of PRC and holder of PRC identity card number 310103196911060835 with an address of Rm. 302, No. 46, Guilin West Street, Xuhui District, Shanghai ("TRANSFEROR 1"); (2) LU, Qinyong, a citizen of PRC and holder of PRC identity card number 310109197010053614 with an address of Rm.301, No. 7, Tiyuhui Road, Shanghai ("Transferor 2", and together with Transferor1, the "Transferors"; "Transferor" means each of them); (3) Win Jei-Ching, James, holding the passport of the Republic of China (with number of 210781340) and Taiwanese ID (with number of 0063987803) and with an address of 1/F, No. 14, Zhongzheng Road, Yonghe City, Taipei, Taiwan ("Warrantor 1"); (4) YANG ,Jing, a citizen of PRC and holder of PRC identity card number 330602197307110022 with an address of Rm. 802, No. 3, Liangcheng Road, Shanghai("Warrantor 2") (5) SHI, Hui,a citizen of PRC and holder of PRC identity card number 422323197309020046 with an address of Rm. 502, 7th District, Zaobao Road, Shanghai("Warrantor 3") (6) PANG, L, a citizen of PRC and holder of PRC identity card number 440105196906120911 with an address of Rm. 1504, No. 25, Jinan Road, Zhuhai District, Guangzhou("Warrantor 4") (7) YANG, Weidong, a citizen of PRC and holder of PRC identity card number 440102197306190014 with an address of Rm. 502, No. 2, Yuexiu District, Guangzhou ("Warrantor 5") (Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5, collectively as "Warrantors" and "Warrantor" means each of them). (Transferor 1, Transferor 2, Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 are collectively referred to as "Vendors" and "Vendor" means each of them.) (8) Xinhua Finance Limited (the "PARENT"), a limited liability company duly incorporated and existing under the laws of Cayman Islands and listed on the Mothers Booard of the Tokyo Exchange (Symbol:9399) (9) Beijing Taide Advertising Co Ltd ("Taide"), a limited liability company duly incorporated and existing under the laws of PRC and having its registered office situated at Rm. 103, Unit 2, No.16, Beijing Tiyu University, Yuan Ming Garden, Beijing, which is indirectly controlled by the Parent.

THIS is made between the following parties in Shanghai, PRC: (1) XIE, Wei, a citizen of PRC and holder of PRC identity card number 310103196911060835 with an address of Rm. 302, No. 46, Guilin West Street, Xuhui District, Shanghai ("TRANSFEROR 1"); (2) LU, Qinyong, a citizen of PRC and holder of PRC identity card number 310109197010053614 with an address of Rm.301, No. 7, Tiyuhui Road, Shanghai ("Transferor 2", and together with Transferor1, the "Transferors"; "Transferor" means each of them); (3) Win Jei-Ching, James, holding the passport of the Republic of China (with number of 210781340) and Taiwanese ID (with number of 0063987803) and with an address of 1/F, No. 14, Zhongzheng Road, Yonghe City, Taipei, Taiwan ("Warrantor 1"); (4) YANG ,Jing, a citizen of PRC and holder of PRC identity card number 330602197307110022 with an address of Rm. 802, No. 3, Liangcheng Road, Shanghai("Warrantor 2") (5) SHI, Hui,a citizen of PRC and holder of PRC identity card number 422323197309020046 with an address of Rm. 502, 7th District, Zaobao Road, Shanghai("Warrantor 3") (6) PANG, L, a citizen of PRC and holder of PRC identity card number 440105196906120911 with an address of Rm. 1504, No. 25, Jinan Road, Zhuhai District, Guangzhou("Warrantor 4") (7) YANG, Weidong, a citizen of PRC and holder of PRC identity card number 440102197306190014 with an address of Rm. 502, No. 2, Yuexiu District, Guangzhou ("Warrantor 5") (Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5, collectively as "Warrantors" and "Warrantor" means each of them). (Transferor 1, Transferor 2, Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 are collectively referred to as "Vendors" and "Vendor" means each of them.) (8) Xinhua Finance Limited (the "PARENT"), a limited liability company duly incorporated and existing under the laws of Cayman Islands and listed on the Mothers Booard of the Tokyo Exchange (Symbol:9399) (9) Beijing Taide Advertising Co Ltd ("Taide"), a limited liability company duly incorporated and existing under the laws of PRC and having its registered office situated at Rm. 103, Unit 2, No.16, Beijing Tiyu University, Yuan Ming Garden, Beijing, which is indirectly controlled by the Parent. (Parent and Taide collectively as "Purchasers" and "Purchaser" means each of them.) (10) Shanghai Hyperlink Market Research Co Ltd ("Company") The Transferors, Warrantors and the Purchasers are collectively referred to as "PARTIES" and "PARTY" means each of the Purchaser, Transferors and Warrantors. 2

RECITAL WHEREAS: (A) The Company is engaged in the business of providing market research and information consultancy service. (B) On the date of the execution of this Agreement, Transferor 1 is the legal and record owner of 80% of the total share equity interests in the registered capital of the Company, of which (i) 23.30%, 4.66%, 4.66%, 3.40% and 2.03% of the total share equity of the Company are held by Transferor 1 for and on behalf of the Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 respectively, and (ii) 41.95% of the total share

RECITAL WHEREAS: (A) The Company is engaged in the business of providing market research and information consultancy service. (B) On the date of the execution of this Agreement, Transferor 1 is the legal and record owner of 80% of the total share equity interests in the registered capital of the Company, of which (i) 23.30%, 4.66%, 4.66%, 3.40% and 2.03% of the total share equity of the Company are held by Transferor 1 for and on behalf of the Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 respectively, and (ii) 41.95% of the total share equity of the Company is legally and beneficially held by Transferor 1. (C) On the date of the execution of this Agreement, Transferor 2 is the legal and record owner of 20% of the total share equity interests in the registered capital of the Company of which (i) 1.36% of the total share equity of the Company are held by Transferor 2 for and on behalf of Warrantor 5; and (ii) 18.64% of the total share equity of the Company is legally and beneficially held by Transferor 2. (D) Subject to the terms and conditions of this Agreement, the Parent wishes, through Taide, to purchase from the Vendors, and the Vendors wish to sell to the Purchasers all the legal and beneficial interest in fifty one percent (51%) of all the share equity of the Company held by Transferor 1 and Transferor 2 ((a) with respect to Transferor 1, 40.8% share equity of the Company held by him (including (i) the 21.39% share equity of the Company legally and beneficially held by Transferor 1, (ii) the 11.88%, 2.38%, 2.38%, 1.73% and 1.04% share equity of the Company held by Transferor 1 for and on behalf of Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 respectively); (b) with respect to Transferor 2, 10.2% share equity of the Company held by him (including: (i) the 9.51%% share equity of the Company legally and beneficially held by Transferor 2 himself; and (ii) the 0.69%% share equity of the Company held by Transferor 2 for and on behalf of Warrantor 5.); the aforesaid share equity as set forth in (a) and (b) collectively as the "SALE EQUITY"). After the purchase of the Sale Equity by the Purchasers, Taide shall hold 51%, Transferor 1 hold 39.2% of the Company and Transferor 2 hold 9.80% share equity of the Company respectively. (E) Following the purchase of the Sale Equity both the Transferors (representing themselves and all Warrantors) and Taide agree to additionally increase the registered capital of the Company by RMB4,000,000 (from RMB500,000 to RMB4,500,000) on a pro rata basis: Taide shall contribute RMB2,040,000; Transferor 1 shall contribute RMB 1,568,000; and Transferor 2 shall contribute RMB 392,000. Following such increase of the registered capital, Taide hold 51% , Transferor 1 hold 39.2% and Transferor 2 hold 9.80% share equity of the Company respectively. (F) In addition, the Parent, the Transferors and the Warrantors are undertaking to directly or indirectly engage in the market research online business. NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Purchasers and the Vendors hereby agree as follows: 3

ARTICLE 1 DEFINITIONS SECTION 1.01 Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings unless the context requests otherwise:
"2006 Consideration" "2006 Financials" "2006 Net Income" has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02.

ARTICLE 1 DEFINITIONS SECTION 1.01 Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings unless the context requests otherwise:
"2006 Consideration" "2006 Financials" "2006 Net Income" "2007 Consideration" "2007 Financials" "2007 Net Income" "Acquisition Transaction" "Action" has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02 has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.01 means any claim, litigation, arbitration or inquiry, or judicial, administrative, regulatory or other proceeding, brought by or before (or in the case of a claim, capable of being brought by or before) any court, government agency or other Governmental Authority or any person. has the meaning set forth in Schedule 4. means (a) in relation to any corporate or non-corporate legal person, any other person which, directly or indirectly, controls or is controlled by or is under common control with such person and for the purposes of this definition "CONTROL" when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing, and (b) in relation to any natural person, his or her spouse, children, parents and parents-in-law. means Company's new articles of association adopted by both Transferors(for and on behalf of themselves and all other Warrantors) and Purchaser, the specific details of which has been set forth in Annex 1.. has the meaning set forth in Schedule 4. has the meaning set forth in Section 7.02(a).

"Accounts" "Affiliates"

"AOA"

"Balance Sheet" "Business"

4
"Business Day"or "Business Days" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Hong Kong or Shanghai, PRC. has the meaning set forth in Schedule 4.

"Charter Documents"

"Business Day"or "Business Days"

means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Hong Kong or Shanghai, PRC. has the meaning set forth in Schedule 4. has the meaning set forth in Section 7.02(b). has the meaning set forth in Section 2.04. has the meaning set forth in Section 2.04. means Shanghai Hyperlink Market Research Co Ltd. has the meaning set forth in Section 7.03 or Schedule 4, as the case may be. has the meaning set forth in Schedule 4. means United States dollars. has the meaning set forth in Section 6.01. means Company's earnings before interest, taxes, depreciation, and amortization. has the meaning set forth in Section 8.02. has the meaning set forth in Section 6.01. has the meaning set forth in Section 6.02. has the meaning set forth in Schedule 4. has the meaning set forth in Schedule 4. means the foreign invested enterprise as defined by PRC laws. has the meaning set forth in Section 11.07(a). means any approval, consent or authorization from, registration or filing with, notice to, or license, permit or certification from, any Governmental Authority. Government Approvals with respect to any Action to be taken by any party hereunder means such Government Approvals as are required for the Action under applicable Law. Whenever any form of requirement of "GOVERNMENT APPROVAL" is referred to herein, it shall be interpreted and construed to include the

"Charter Documents" "Clients"

"Closing" "Closing Date" "Company"

"Confidential Information"

"Contracts" "Dollars" or "$" "E-Business" "EBITDA"

"Earnout Period" "Edata Agreements" "Edata Transaction" "Encumbrance" "Financial Statements" "FIE"

"Force Majeure" "Government Approval"

5
requirement that such approval be in form and substance reasonably acceptable to the parties hereto. "Governmental Authority" means any government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body. means any order, judgment, injunction or award entered by or with any Governmental Authority.

"Governmental Order"

requirement that such approval be in form and substance reasonably acceptable to the parties hereto. "Governmental Authority" means any government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body. means any order, judgment, injunction or award entered by or with any Governmental Authority. means the Company and Guangzhou Hyperlink. means Guangzhou Hyperlink Research Co Ltd, the existing general corporate information of which are set out in Schedule 1. means each member of the Group, i.e. the Company or Guangzhou Hyperlink. means Hong Kong Special Administrative Region of PRC means the International Financial Reporting Standards promulgated by the International Accounting Standards Board from time to time has the meaning set forth in Section 2.02. has the meaning set forth in Section 6.02. has the meaning set forth in Schedule 4. has the meaning set forth in Schedule 4. means any (i) national, provincial, state, or local statutes, regulations, ordinances, rules, codes, judgments, awards, orders or policies of Governmental Authorities, and any other rules, standards or specifications having the force or effect of law, whether PRC or non-PRC; and (ii) treaties, conventions, protocols and other promulgations having transnational legal effect. has the meaning set forth in Schedule 4. has the meaning set forth in Schedule 4. has the meaning set forth in Section 10.02. means the person as set forth in Schedule 3.

"Governmental Order"

"Group" "Guangzhou Hyperlink"

"Group Member"

"Hong Kong"

"IFRS"

"Initial Consideration" "Initial Purchase" "Intellectual Property" "Last Accounting Date" "Law"

"Leases" "Licensed Intellectual Property" "Losses" "Management Team"

6
"Material Adverse Change" means any change that results or could result in a Material Adverse Effect. means any effect which, alone or together with any other such effect, (i) is materially adverse to the business, operations, assets or liabilities, employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Group take as a whole; or (ii) materially impairs the ability of the

"Material Adverse Effect"

"Material Adverse Change"

means any change that results or could result in a Material Adverse Effect. means any effect which, alone or together with any other such effect, (i) is materially adverse to the business, operations, assets or liabilities, employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Group take as a whole; or (ii) materially impairs the ability of the Group member to conduct its business in the ordinary course of business; or (iii) materially impairs the ability of the Vendors or each Group Member to perform their obligations under this Agreement. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 6.02. has the meaning set forth in Section 6.02. has the meaning set forth in Schedule 4. means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity, and pronouns have a similarly extended meaning. People's Bank of China. means the Peoples' Republic of China (for the purpose of this Agreement, excluding Hong Kong (Special Administrative Region), Macau (Special Administrative Region) and the district of Taiwan, unless expressed to the contrary). has the meaning set forth in Section 10.03(c). has the meaning set forth in Section 10.02. has the meaning set forth in Schedule 4. has the meaning set forth in Section 7.02. has the meaning set forth in Schedule 4. has the meaning set forth in (c) of Recital. has the meaning set forth in Section 2.05.

"Material Adverse Effect"

"Maximum Subsequent Consideration" "Merger Consideration" "New Cos" "Offshore Co" "Owned Intellectual Property" "Person" or "person"

"PBOC" "PRC"

"Pre-closing Tax Period"

"Purchaser Indemnified Person" "Related Agreements" "Restricted Period" "Returns" "Sale Equity"

"Subscription Amount"

7
"Subscription Transaction" "Subsequent Payment" "Taide's Contribution" "Tax" has the meaning set forth in Section 2.04. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.05. means any tax, levy, duty or other charges of any kind imposed by any Governmental Authority, including without limitation, taxes and charges upon or in respect of

"Subscription Transaction" "Subsequent Payment" "Taide's Contribution" "Tax"

has the meaning set forth in Section 2.04. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.05. means any tax, levy, duty or other charges of any kind imposed by any Governmental Authority, including without limitation, taxes and charges upon or in respect of income, payroll, employment, excise, severance, stamp, occupation, education, stock transfer, capital gains, withholding, social security, property, sales, use, license or registration; value added taxes; customs duties and tariffs; and any interest, penalty or addition thereto, whether disputed or not. has the meaning set forth in Section 9.02(b). refer to the transaction as contemplated in this Agreement. has the meaning set forth in Section 2.05. has the meaning set forth in Section 2.05. has the meaning set forth in Section 10.03. means the warranties, representations and undertakings of the Vendors contained in or referred to in Article 4 hereof and Schedule 4. has the meaning set forth in Section 6.02. means an amount equal to the sum of (a) the current assets as of 30 April 2006 less (b) the current liabilities as of 30 April 2006, and less (c) 3 month working capital requirements to the operation of the Company as a going concern as calculated having a reference to the actual financial reports in the calendar year of 2005 and determined by the Purchaser (such determination to be final and binding except in the case of manifest error) based on PRC local tax statutory reporting standards.

"Termination Date"

"Transaction"

"Transferor 1 Contribution" "Transferor 2 Contribution" "Vendors Indemnified Person" "Warranties"

"WFOE" "Transferors Dividends"

8

ARTICLE 2 PURCHASE AND SALE OF THE SALE EQUITY AND SUBSCRIPTION OF THE ADDITIONAL REGISTERED CAPTIAL OF THE COMPANY SECTION 2.01 Purchase and Sale of the Sale Equity. Upon the terms and subject to the conditions of this Agreement, the Purchasers shall, through Taide, purchase from each of the Vendors, and each of the Vendors shall procure the sale to Taide, of the Sale Equity (the "ACQUISITION TRANSACTION") which in aggregate shall represent fifty one percent (51%) of the total share equity of the Company, free from all charges, liens, Encumbrances and other third party claims and interests and together with all rights now or hereafter attached to them, including any and all rights and benefits arising from or associated with such equity interests (including, but not in anyway limited to, all rights and benefits in connection with the Company's retained earnings, and any dividend or other distribution declared, made or paid

ARTICLE 2 PURCHASE AND SALE OF THE SALE EQUITY AND SUBSCRIPTION OF THE ADDITIONAL REGISTERED CAPTIAL OF THE COMPANY SECTION 2.01 Purchase and Sale of the Sale Equity. Upon the terms and subject to the conditions of this Agreement, the Purchasers shall, through Taide, purchase from each of the Vendors, and each of the Vendors shall procure the sale to Taide, of the Sale Equity (the "ACQUISITION TRANSACTION") which in aggregate shall represent fifty one percent (51%) of the total share equity of the Company, free from all charges, liens, Encumbrances and other third party claims and interests and together with all rights now or hereafter attached to them, including any and all rights and benefits arising from or associated with such equity interests (including, but not in anyway limited to, all rights and benefits in connection with the Company's retained earnings, and any dividend or other distribution declared, made or paid after the date of this Agreement). SECTION 2.02 Merger Consideration Amount The purchase price (the "MERGER CONSIDERATION") for the Sale Equity shall be comprised of (i) the Initial Consideration and (ii) the Subsequent Consideration (as defined below), determined and payable by the Purchaser or Taide to the Vendors in the manner, at the times and in the amounts set forth in this Section 2.02. (a) The "INITIAL CONSIDERATION" shall be $2,500,000.00 (US Dollar two million and five hundred thousand only) or its equivalent RMB payable by the Purchaser as follows: (i) $31,875.00 or its equivalent RMB255,000 shall be payable by the Parent or Taide to the bank account in PRC jointly designated by the Transferors no later than ten (10) Business Days following the Closing; (ii) $500,000 shall be paid by the Parent or Taide in Dollars to the bank account of the Offshore Co (as defined below) no later than ten (10) Business Days following the Closing, which shall be deemed to be the capital of Offshore Co, which Warrantor 1 is liable to contribute to the Offshore Co.; and (iii) the remaining part of the Initial Consideration, $1,968,125.00, shall be paid by the Parent or Taide to one bank account jointly designated by the Transferors no later than ten(10) Business Days following the Closing. (b) The "SUBSEQUENT PAYMENT" shall be a maximum of $3,620,000 (the "MAXIMUM SUBSEQUENT CONSIDERATION"), and shall be paid by the Purchasers no later than twenty (20) Business Days after receipt by the Parties of the 2006 Financials or 2007 Financials as the case may be (the date of such payment, the "SUBSEQUENT PAYMENT DATE".). (i) If the 2006 Net Income is equal to or greater than RMB 8,000,000, then the Subsequent Payment shall be the lesser of: (aa) 2006 Consideration; and (bb) the Maximum Subsequent Consideration, and the Merger Consideration shall be paid in full and the Purchaser shall have no further liability in respect thereof. (ii) If the 2006 Net Income is less than RMB8,000,000, the Transferors may, by serving a joint written notice to the Purchasers within 3 Business Days of the 9

receipt by the 2006 Financials, elect to forego the 2006 Consideration, in which case the Subsequent Payment shall be paid to the Transferors in 2007 and shall be equal to the lesser of:

receipt by the 2006 Financials, elect to forego the 2006 Consideration, in which case the Subsequent Payment shall be paid to the Transferors in 2007 and shall be equal to the lesser of: (aa) the Maximum Subsequent Consideration; and (bb) the greater of the 2006 Consideration and the 2007 Consideration. (iii) "2006 CONSIDERATION" shall mean the product of (A) 2006 Net Income, (B) 10 and (C) 0.51 minus $2,500,000 (US Dollar two million and five hundred thousand. (iv) "2006 NET INCOME" shall mean the Company's aggregate net income after tax for the period from 1 July 2006 to 30 June 2007 as set out in the 2006 Financials. (v) "2006 FINANCIALS" means the Company's audited financial statements for the period from 1 July 2006 to 30 June 2007, prepared by a firm of qualified auditors in the PRC selected by the Purchaser in accordance with IFRS. (vi) "2007 CONSIDERATION" shall mean the product of (A) 2007 Net Income, (B) 10 and (C) 0.51 minus $2,500,000 (US Dollar two million and five hundred thousand). (vii) "2007 NET INCOME" shall mean the Company's aggregate net income after tax for the period from 1 July 2007 to 30 June 2008 as set out in the 2007 Financials. (viii) "2007 FINANCIALS" means the Company's audited financial statements for the period from 1 July 2007 to 30 June 2008, prepared by a firm of qualified auditors in the PRC selected by the Purchaser in accordance with IFRS. (c) The Subsequent Payment shall be paid by the Purchasers to the bank accounts in and/or outside PRC jointly designated by the Transferors, and shall be paid within 20 Business Days after delivery to the Purchaser of the information required under 2.02(d) below. (d) At least 3 (three) Business Days in advance of Subsequent Payment Date and Closing Date, the Transferors shall in writing advise the Purchasers of the manner in which the Purchaser should deliver such portion of the Merger Consideration payment unless specified in this Agreement. (e) Any portion of the Merger Consideration that is payable by the Purchasers in cash pursuant to Section 2.02 shall be transferred by wire transfer of immediately available funds. (f) Within 90 calendar days subsequent to June 30, 2007 (and/or, if necessary and as the case may be, 30 June 2008), the Purchasers and the Vendors shall cause to be prepared and shall deliver the 2006 Financials (and/or, if necessary and as the case may be, 2007 Financials) to each of the Purchasers and Vendors. (g) Any dispute regarding the determination of 2006 Net Income (and, as the case may be, 2007 Net Income) will be resolved in accordance with Section 11.05. 10

(h) Whenever payments or calculations to be made pursuant to this Agreement require the conversion or comparison of RMB and Dollar amounts, the exchange rate to be applied shall be the middle rate of exchange of Dollar and RMB published by People's Bank of China ("PBOC") through the authorized China Foreign Exchange Trading Centre (or if not available from such entity, the other entity authorized by PBOC) on the day of the actual payment date. SECTION 2.03 Transferors Dividends (a) The Transferors are entitled to the Transferors Dividends on a pro rata basis (i.e. with respect to Transferor 1, 80% thereof; with respect to Transferor 2, 20% thereof). The Purchasers acknowledge (relying on the

(h) Whenever payments or calculations to be made pursuant to this Agreement require the conversion or comparison of RMB and Dollar amounts, the exchange rate to be applied shall be the middle rate of exchange of Dollar and RMB published by People's Bank of China ("PBOC") through the authorized China Foreign Exchange Trading Centre (or if not available from such entity, the other entity authorized by PBOC) on the day of the actual payment date. SECTION 2.03 Transferors Dividends (a) The Transferors are entitled to the Transferors Dividends on a pro rata basis (i.e. with respect to Transferor 1, 80% thereof; with respect to Transferor 2, 20% thereof). The Purchasers acknowledge (relying on the representation and Warranties given by the Vendors) and the Vendors agree that the amount of such Transferors Dividends shall be RMB2,880,000.00. (b) Within 7 Business Days following the Closing, (i) RMB1,960,000 out of such Transferors Dividends shall be converted to the Transferor 1 Contribution and Transferor 2 Contribution (as defined below) which the Transferors are committed to pay to the Company as contemplated in Subscription Transaction; and (ii) the remaining portion of the Transferors Dividends, RMB920,000, shall be paid to the bank account jointly designated by the Transferors. SECTION 2.04 Closing. (a) Subject to the provisions of Section 5.01 and Section 5.02 and other terms and conditions of this Agreement, the sale and purchase of the Sale Equity contemplated by this Agreement shall take place at a closing (the "CLOSING") to be held at the business office of the Company at 10:00A.M. Beijing time on the third (3rd ) Business Day following satisfaction or waiver in writing of the conditions to the Closing by the relevant parties set forth in Article 5, or at such other place or at such other time or on such other date as the Vendors and the Purchasers may agree upon in writing (the day on which the Closing takes place being the "CLOSING DATE"). (b) Immediately following Closing, the share structure of the Group shall be as follows: (i) Taide is the legal, beneficial and registered shareholder of the Company holding 51% share equity thereof; (ii) Transferor 1 is the registered shareholder of the Company holding 39.2% share equity of the Company (among which holding 20.56%% for himself and holding 11.42%%, 2.28%%, 2.28%%, 1.67%% and 0.99% for and on behalf of Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 respectively); (iii) Transferor 2 is the registered shareholder of the Company holding 9.8% share equity of the Company (among which holding 9.13% for himself and holding 0.67%% for and on behalf of Warrantor 5); and (iv) The Company is the sole shareholder of Guangzhou Hyperlink. SECTION 2.05 Increasing of the Registered Capital of the Company after the Closing 11

(a) The Parties agree, within 60 calendar days immediately following the Closing, to cause the Company to complete the increasing of the registered capital by RMB4,000,000 (the "SUBSCRIPTION AMOUNT") by subscription by Taide and Transferors jointly ("SUBSCRIPTION TRANSACTION"). For the purpose of such Subscription Transaction, Taide shall contribute RMB2,040,000 ("TAIDE'S CONTRIBUTION"), Transferor 1 shall contribute RMB1,568,000 (the "TRANSFEROR 1 CONTRIBUTION") and Transferor 2 shall contribute RMB392,000 (the "TRANSFEROR 2 CONTRIBUTION") thereof respectively. (b) For the purpose of the aforesaid Subscription Transaction, all the Parties agree that RMB1,960,000 out of the Transferors Dividends(as referred to in

(a) The Parties agree, within 60 calendar days immediately following the Closing, to cause the Company to complete the increasing of the registered capital by RMB4,000,000 (the "SUBSCRIPTION AMOUNT") by subscription by Taide and Transferors jointly ("SUBSCRIPTION TRANSACTION"). For the purpose of such Subscription Transaction, Taide shall contribute RMB2,040,000 ("TAIDE'S CONTRIBUTION"), Transferor 1 shall contribute RMB1,568,000 (the "TRANSFEROR 1 CONTRIBUTION") and Transferor 2 shall contribute RMB392,000 (the "TRANSFEROR 2 CONTRIBUTION") thereof respectively. (b) For the purpose of the aforesaid Subscription Transaction, all the Parties agree that RMB1,960,000 out of the Transferors Dividends(as referred to in Section 2.03(b)(i)) may be converted to the Transferor 1 Contribution and Transferor 2 Contribution which the Transferors are committed to pay to the Company as contemplated in the Subscription Transaction. (c) All the Parties are committed to sign and execute any documents and do any things (including without limitation, the registration in the local company registration) to cause the Company to complete such Subscription Transaction. (d) Following the Subscription Transaction, the amount of the Company's registered capital shall be RMB4,500,000 of which Taide shall hold 51 percent of the share equity thereof. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Each of the Purchasers hereby represents and warrants to the Vendors as follows: SECTION 3.01 Authority to Execute and Perform this Agreement. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser and of its obligations hereunder and the consummation by the Purchaser of the Transaction have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Vendors) constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms. SECTION 3.02 No Conflict. The execution, delivery and performance of this Agreement by the Purchaser do not and will not (a) violate, conflict with or result in the breach of any provision of the articles of association of the Purchaser or (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser or any of their assets, properties or businesses. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE VENDORS SECTION 4.01 In consideration of the Purchaser entering into this Agreement, each of the Vendors hereby warrants and represents to and undertakes with the Purchaser on a joint and several basis that each of the Warranties is now and will, at all times from the date hereof be complete, true and accurate in all respects and will not be in any way misleading. 12

SECTION 4.02 The Vendors acknowledge that the Purchaser has entered into this Agreement on the basis of the Warranties and that the Purchaser is relying on the Warranties. Each Warranty shall be construed independently. SECTION 4.03 The Purchaser's right or ability to make a claim under or in respect of the Warranties or to damages or other relief in respect of any breach of the Warranties shall not be affected or limited, and the amount recoverable shall not be reduced, by any other information of which the Purchaser has or may have actual or constructive or imputed knowledge and, in particular the rights and remedies of the Purchaser shall not be

SECTION 4.02 The Vendors acknowledge that the Purchaser has entered into this Agreement on the basis of the Warranties and that the Purchaser is relying on the Warranties. Each Warranty shall be construed independently. SECTION 4.03 The Purchaser's right or ability to make a claim under or in respect of the Warranties or to damages or other relief in respect of any breach of the Warranties shall not be affected or limited, and the amount recoverable shall not be reduced, by any other information of which the Purchaser has or may have actual or constructive or imputed knowledge and, in particular the rights and remedies of the Purchaser shall not be affected or limited in any way by any investigation made by or on behalf of the Purchaser into the Group. SECTION 4.04 The right or ability of the Purchaser to make a claim under or in respect of the Warranties shall be without prejudice to any other right of the Purchaser to damages or other relief in respect of any breach of the Warranties. SECTION 4.05 The execution and delivery of this Agreement by each Vendor, the performance by each Vendor of his/her obligations hereunder and the consummation by each Vendor of the Transaction have been duly authorized by all requisite action on the part of each Vendor. This Agreement has been duly executed and delivered by the Vendors, and (assuming due authorization, execution and delivery by the Purchaser) constitutes a legal, valid and binding obligation of the Vendors enforceable against the Vendors in accordance with its terms. The execution, delivery and performance of this Agreement by the Vendors do not and will not (a) violate, conflict with or result in the breach of any provision of the organizational documents of the Vendors and Group Member; or (b) conflict with or violate any Law or Governmental Order applicable to the Vendors or Group Member, or any of their/its assets, properties or businesses. SECTION 4.06 The execution, delivery and performance of this Agreement by the Vendors do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority or its designated organizations, except for the relevant registrations on Transaction in the competent company registration authorities. If either any of the Parties is notified by any Governmental Authority that any relevant approval or consent whatsoever has deficiencies or is not perfect whether before or after the Closing Date, the Vendors shall obtain or perfect such approval or consent whatsoever within a period of 3 (three) months from the date of such notification or such shorter period as the applicable law may stipulate from time to time. If such approvals or consent whatsoever are not obtained or perfected within the aforesaid period, the Purchaser is entitled to, at its sole and absolute discretion, request that each Vendor to immediately return all or any portion of the paid Merger Consideration as contemplated in the Acquisition Transaction back to the Parent and Taide in the same currency of the said Merger Consideration paid by the Parent and Taide without delay and the Vendors are responsible for any aforesaid repayment on a joint and several basis and shall make such payment without delay. SECTION 4.07 Each of the Vendors represents and warrants to the Purchaser that each of the statements contained in Schedule 4 are correct and complete as of the date of this Agreement and will be true and accurate for all periods up to and including the Closing Date. ARTICLE 5 CONDITIONS TO OBLIGATIONS SECTION 5.01 Conditions to Obligations of the Vendors 13

The obligations of the Vendors to consummate the Acquisition Transaction shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date except where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not reasonably be expected to have a Material Adverse Effect.

The obligations of the Vendors to consummate the Acquisition Transaction shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date except where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not reasonably be expected to have a Material Adverse Effect. (b) No Action shall have been commenced or threatened by or before any Governmental Authority or nonGovernmental Authority against the Vendors or the Purchasers, seeking to restrain the Acquisition Transaction which, in the reasonable, good faith determination of the Vendors, is likely to render it impossible or unlawful to consummate such Acquisition Transactions; provided, however, that the provisions of this Section 5.01(b) shall not apply if any of the Vendors has directly or indirectly solicited or encouraged any such Action; and (c) the Purchaser shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it under this Agreement at or prior to the Closing Date. SECTION 5.02 Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the Acquisition Transaction shall be subject to the fulfillment of each of the following conditions. (a) The Warranties shall be true and correct in all material respects on the Closing Date with the same force and effect as if made as on each such date, except where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not reasonably be expected to have a Material Adverse Effect. (b) On each of the Closing Date, and Subsequent Payment Date, no Action shall have been commenced or threatened by or before any Governmental Authority against the Vendors or the Purchasers seeking to restrain the Acquisition Transaction which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions. (c) All members of the Management Team shall have signed the executive service agreement (the substance of which has been listed in Schedule 2) with the Company reasonably acceptable to the Purchaser, for a period of four years and the said signed executive service agreement shall have been delivered to the Purchasers. (d) Since the date of this Agreement, no fact, circumstance, event or change shall have occurred, or be reasonably likely to occur, which has had, or could reasonably be expected to have, a Material Adverse Effect. (e) Each of the Vendors shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it under this Agreement at and/or prior to the Closing Date. (f) Each of the Vendors shall have waived any pre-emptive rights it may have relating thereto as contemplated by this Transaction by the articles of association of each Group Member and the applicable Law and the relevant written consents evidencing 14

such waive executed by such Vendors respectively shall have been delivered to the Purchaser, in the form satisfactory to the Purchaser. (g) The shareholders, the board of directors and/or equivalent internal power authority of the Purchasers have approved the Transaction and the relevant documents shall have been delivered to the Purchasers, in the form satisfactory to the Purchasers. (h) The Purchasers shall have completed their due diligence inquiry of each Group Member and be reasonably satisfied with the results thereof.

such waive executed by such Vendors respectively shall have been delivered to the Purchaser, in the form satisfactory to the Purchaser. (g) The shareholders, the board of directors and/or equivalent internal power authority of the Purchasers have approved the Transaction and the relevant documents shall have been delivered to the Purchasers, in the form satisfactory to the Purchasers. (h) The Purchasers shall have completed their due diligence inquiry of each Group Member and be reasonably satisfied with the results thereof. (i) Each Group Member's outstanding debt owing to any of the Vendors, including without limited to the outstanding loans whatsoever, shall have been waived by each of the Vendors and an acknowledgement from each of the Vendors in the form satisfactory to the Purchaser, addressed to each Group Member and the Purchasers, shall have been delivered to the Purchasers, expressly confirming that any Group Member has no any indebtedness owing to such Vendor at the date thereof and if any, the said Vendor expressly waive such indebtedness. (j) The Company's AOA, in the form and substance as set forth in Annex 1, shall have been executed by each of the Transferors and been delivered to the Purchaser. (k) The duly executed instrument shall have been delivered to the Purchaser, expressly evidencing the alteration to each Group Member's shareholding registration as contemplated herein (including without limited to (i) the registration of the new directors of the board of the Company appointed by Taide in accordance with the AOA, (ii) the registration of Taide as the new shareholder of the Company holding 51% equity of the Company, (iii) the registration of the AOA). (l) The minutes of Company's shareholders meeting approving this Agreement, AOA, the related agreements as contemplated in the Transaction shall have been delivered to the Purchaser. (m) The resolution of the board of directors of the Company approving and authorizing this Agreement, AOA, the related agreements as contemplated in this Agreement, the Transaction shall have been delivered to the Purchaser; (n) The letters of resignation from all the current directors of the board or (in the case of no board of the directors) the executive director of the Company shall have been delivered to the Purchasers; (o) The Company shall issue to the Purchasers a capital contribution certificate in the form satisfactory to the Purchasers evidencing Taide's holding of 51% share equity interest in the registered capital of the Company. (p) The shareholder agreement and subscription agreement, the form and substance of which are material same as Annex 2 and 3 has been executed by the relevant parties thereof. (q) The necessary documents certifying that the Company is the sole shareholder of Guangzhou Hyperlink shall have been delivered to the Purchasers; and (r) Any other documents to give to the Purchaser good title to the Sale Equity, to enable Taide to become the 51% registered holder of the Company, to control each 15

Group Member, and to understand the financial situation and operation of each Group Member, shall have been delivered to the Purchaser. The Parties shall make best efforts to fulfill the conditions set out in this Section 5.01 and 5.02, including without limitation to obtain all approvals from relevant authorities for the purpose of the Acquisition Transaction. If due to either party's default the Closing does not take place on or prior to the Termination Date (as defined in Section 9.02 hereof), the other party which is not at default has the right to

Group Member, and to understand the financial situation and operation of each Group Member, shall have been delivered to the Purchaser. The Parties shall make best efforts to fulfill the conditions set out in this Section 5.01 and 5.02, including without limitation to obtain all approvals from relevant authorities for the purpose of the Acquisition Transaction. If due to either party's default the Closing does not take place on or prior to the Termination Date (as defined in Section 9.02 hereof), the other party which is not at default has the right to terminate this Agreement by giving written notice to such defaulting party and claim any damages and/or loss incurred by it. Closing shall not prejudice the rights of the Purchasers with respect to the above conditions or the obligations of the Vendors to provide or procure the same except as explicitly waived by the Purchasers in writing. ARTICLE 6 E-BUSINESS Section 6.01 Engagement In Market Research On Line Business In PRC In addition to the Acquisition Transaction and Subscription Transaction contemplated hereof, the Vendors and Parent(or its nominee) intend to jointly engage in the market research online business("E-BUSINESS") subject to the terms and conditions hereof and other related agreements ("EDATA AGREEMENTS", as defined below). For the purpose of this Agreement, the Edata Agreements mean the shareholders agreement and subscription agreement, the substance of which are set forth in Annex 2 and Annex 3. Section 6.02 Arrangement on the Edata Transaction For the purpose to the engagement in the E-Business, the Vendors and the Parent(or its nominee) shall cooperate in the following manner ("EDATA TRANSACTION"). (a) At the date of this Agreement, the Warrantor 1 is the sole equity and legal shareholder of Hyperlink E-data International Limited("OFFSHORE CO") incorporated in Brisith Virgin Islands. (b) Subject to the terms and conditions as set forth in the Edata Agreements, the Parent is entitled to acquire 19% of total share equity of the Offshore Co ("INITIAL PURCHASE") and additionally has the option to acquire up to 50% share equity of the Offshore Co. (c) Following the completion of Initial Purchase, the Parent(or its nominee) and the Vendors shall cause the Offshore Co to incorporate a limited liability subsidiary with registered capital of $1,000,000 (US Dollar one million) in PRC with the registered office at 21st floor of New City Building, No.167 Jiangning Road, Shanghai PRC (the "WFOE") of which the Offshore Co legally and beneficially holds 100% share equity. Both Offshore Co and WFOE (collectively as "NEW COS") will be directly involved in E-Business in PRC. (d) In addition, the Parent agrees to make or cause a 3 year term loan, the total amount of which shall be $750,000 or the equivalent amount of RMB, to fund the Offshore Co with interest at between 2% to 4% annually, the detailed arrangements of which shall be additionally determined by the Parent and Offshore Co. (e) Based on the representation and Warranties of the Vendors, all the Parent and Vendors agree that they will cause the WFOE, after its incorporation, to purchase or assume the assets or costs (as listed in Schedule 9) relating to the E-Business from the Company at the consideration of RMB1,528,362.93. 16

ARTICLE 7 NON COMPETITION SECTION 7.01 Acknowledgements.

ARTICLE 7 NON COMPETITION SECTION 7.01 Acknowledgements. Each Vendor hereby acknowledges and agrees as follows: (a) the Vendors' relationship with the Group involves and has involved the understanding of and access to certain trade secrets and confidential information pertaining to the property, business and operations of each Group Member, New Cos, and their Affiliates; (b) the Vendors' competition with the Group Member, Purchaser, New Cos and/or their Affiliates, the solicitation of the Group Member, Purchaser and New Cos Clients (as defined in Section 7.02(b) or employees of the Group, Purchasers, New Cos, and their Affiliates, or the Vendors' disclosure of trade secrets or confidential information relating to the Group Member and New Cos, the Purchaser, and their Affiliates, following the transfer of the Sale Equity to the Purchaser, would substantially and negatively impact the results and success of the operation of each Group Member, New Cos and/or their Affiliates beyond that which would arise from the competition of an unrelated third party; (c) all Clients of each Group Member and New Cos and their Affiliates, regardless of when or by whom acquired, are or will be the assets of the Group Member and their Affiliates, and not assets of the Vendors; (d) the Vendors have carefully considered the restrictions contained in this Article 7, and each of the Vendors specifically agrees that the same are reasonable, necessary and essential to the preservation of the business of each of Group Member, New Cos and their Affiliates for the benefit of the Purchaser; and (e) the Vendors' covenants set forth in this Article 7 are an essential part of the inducement of each Purchaser to enter into this Agreement, and but for the covenants contained herein, the Purchaser would not have entered into this Agreement. SECTION 7.02 Non-Compete. Each of the Vendors agrees with the Purchaser that he/she will not, and will procure that each of his/her Affiliates will not, directly or indirectly, whether by himself/herself, by his/her/its employees or agents and whether on his/her/its own account or on behalf of or in conjunction with or through the medium of, or as manager, adviser, consultant or agent for, any other person or otherwise howsoever, for a period of holding directly or indirectly the share equity of any Group Member or their respective Affiliates (including the successor of such aforesaid entities) and 4(four) years thereafter (the "RESTRICTED PERIOD"), without the express written permission of the Purchaser or pursuant to the performance of its duties and obligations under this Agreement: (a) engage in, assist or have any active interest in a business located in PRC or any other place in which the Group Member, Purchaser, New Cos or their Affiliates carries on business, on his or her own behalf or for others, that provides, sells, develops, markets or conducts a business that directly or indirectly competes with or is substantially similar to the business conducted by the Group Member, Purchaser, New Cos or their Affiliates on the date of this Agreement, and/or of the Group 17

Member, New Cos, Purchaser, or their Affiliates during the Restricted Period (the "BUSINESS"); (b) solicit or canvass or otherwise deal with any person, firm, company or other organisation which at any time during the three (3) years prior to the date of this Agreement was a customer of any of the Group Member, Purchaser, New Cos or their Affiliates in relation to the Business or any of them or was, at such the date in the process of negotiating or contemplating doing business with any of the Group Member, Purchaser, New Cos or their Affiliates in relation to any the Business ("CLIENTS"); (c) solicit or entice away or endeavour to solicit or entice away from the Group Member, Purchaser or New Cos

Member, New Cos, Purchaser, or their Affiliates during the Restricted Period (the "BUSINESS"); (b) solicit or canvass or otherwise deal with any person, firm, company or other organisation which at any time during the three (3) years prior to the date of this Agreement was a customer of any of the Group Member, Purchaser, New Cos or their Affiliates in relation to the Business or any of them or was, at such the date in the process of negotiating or contemplating doing business with any of the Group Member, Purchaser, New Cos or their Affiliates in relation to any the Business ("CLIENTS"); (c) solicit or entice away or endeavour to solicit or entice away from the Group Member, Purchaser or New Cos or employ or otherwise engage any of the Group Member's, Purchaser's or New Cos' employees, whether or not such person would commit any breach of his contract of employment by reason of his leaving the service of the Group Member, Purchaser or New Cos; (d) engage or assist in any manner in any trade or business using, or be associated with any person engaged in any trade or business using (whether as a corporate name or trading name or trademarks or otherwise) any of the names, trademarks, logos, design, get up or packaging used by any Group Member, New Cos or Purchaser or their Affiliates or any names, trade marks, logos, design, get up or packaging which are confusingly similar to any names, trade marks, logos, design, get up or packaging used by any Group Member or New Cos or Purchaser or Affiliates; or (e) in the course of carrying on any trade or business, claim, represent or otherwise indicate any present association with the Business or, for the purpose of obtaining or retaining any business or custom, claim, represent or otherwise indicate any past association with the Business. SECTION 7.03 Confidential Information. Without the prior written consent of the Purchasers, the Vendors shall not use, whether for itself or on behalf of any third party, or divulge to any third party other than the Group Member, the Purchaser, New Cos or any of their Affiliates or their or the Vendors' respective professional advisers, employees, officers and directors for the benefit of any Group Member, the Purchaser, or their Affiliates, any trade secrets or other Confidential Information (as defined below) learned or obtained by such Vendor, whether prior to, on or after the date of the execution of this Agreement. As used herein, the term "CONFIDENTIAL INFORMATION" means information disclosed to or known by the Vendors (whether before, on or after the date of this Agreement) as a consequence of the Vendors' relationship with any Group Member and not generally known in the industry in which any Group Member, the Purchaser, the New Cos or any Affiliate of theirs is engaged and that in any way relates to the business of the Group Member, the Purchaser, the New Cos or any Affiliate of theirs, and regardless of the format in which it is presented or embodied (written, graphic, electromagnetic or otherwise). The term "CONFIDENTIAL INFORMATION," as used herein, does not include information (a) which was already in the public domain through authorized disclosures, or (b) which is disclosed as a matter of right by a third party source after the date of this Agreement provided that such third party source is not bound by confidentiality obligations in favour of the Group Member, the Purchaser, the New Cos or their Affiliates. SECTION 7.04 Limitations. While the parties hereto consider that the aforesaid non-compete restrictions are reasonable in all the circumstances, it is agreed that if such restrictions by themselves or taken together shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the 18

interests of the Group Member, New Cos, Purchasers and their Affiliates but would be adjudged reasonable if part or parts of the wording thereof were deleted or the periods thereof were reduced or the range of businesses or area dealt with thereby were reduced in scope, the relevant restriction or restrictions shall apply with such modifications as may be necessary to make it or them valid and effective. ARTICLE 8 ADDITIONAL AGREEMENT

interests of the Group Member, New Cos, Purchasers and their Affiliates but would be adjudged reasonable if part or parts of the wording thereof were deleted or the periods thereof were reduced or the range of businesses or area dealt with thereby were reduced in scope, the relevant restriction or restrictions shall apply with such modifications as may be necessary to make it or them valid and effective. ARTICLE 8 ADDITIONAL AGREEMENT SECTION 8.01 Further Action. (a) Each of the Parties shall (i) take all reasonable actions necessary to comply promptly with all legal and regulatory requirements which may be imposed on any of them with respect to the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed on any of them in connection with the transactions contemplated hereby and (ii) take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party, required to be obtained by any of the Parties in connection with the transactions contemplated by this Agreement, including without limited to the approval from the Approval Authority. (b) Following the Closing, the Vendors hereby undertake to follow and/or cause the Group Member to follow the instruction from the Purchasers on the rectification of the business operation of the Group Member, including without limited to as follows: (i) The existing business address located at 12th floor of New City Building, No.167 Jiangning Road, Shanghai PRC shall been registered as a branch office of the Company; (ii) The Group Member's lease with respect to the site (i)12th floor and 21st floor of New City Building, No.167 Jiangning Road, Shanghai PRC, (ii) Unit 1601, No.20, Chaowai Avenue, Chaoyang District, Beijing, PRC, and (iii) Unit 905 and 906, A, No. 195 Dongfeng Road(west), Yuexiu District, Guangzhou, PRC, shall been duly registered in the competent real estate registration authority; (iii) The tax registration certificate(State) of Beijing branch of the Company shall have been obtained by the Company and shall have been delivered to the Purchaser; (iv) Each Group Member shall fully make the payment on social welfare for all of its employees in accordance with the applicable Laws; and (v) others which not comply with the applicable laws or the Purchaser's policy. SECTION 8.02 Continuing Business. For the period commencing on the date of this Agreement through and including the Subsequent Payment Date (the "EARNOUT PERIOD"), each of the Vendors shall act in good faith with regard to operating each Group Member's business in a manner that is consistent with past practice. During the Earnout Period, none of the Vendors shall, without the prior written approval of the Purchasers, (i) require or permit the Group Member to incur any 19

financial expenditures or commitments (including employee benefit costs) outside the ordinary course of business consistent with past practice; (ii) impose any consolidated group costs or expenses in the operation of the Group Member's business that are not approved by the Purchaser; (iii) engage the Group Member in the trading of securities; (iv) increase the Group Member's indebtedness for borrowed money or make any loan or advance or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any other Person outside the ordinary course of business consistent with past practice; (v) make any bonus or profit sharing distribution or similar payment of any kind outside the normal course of business; or (vi) pay or declare any

financial expenditures or commitments (including employee benefit costs) outside the ordinary course of business consistent with past practice; (ii) impose any consolidated group costs or expenses in the operation of the Group Member's business that are not approved by the Purchaser; (iii) engage the Group Member in the trading of securities; (iv) increase the Group Member's indebtedness for borrowed money or make any loan or advance or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any other Person outside the ordinary course of business consistent with past practice; (v) make any bonus or profit sharing distribution or similar payment of any kind outside the normal course of business; or (vi) pay or declare any dividends of the Group Member. During the Earnout Period, without prejudice to the foregoing and subject to any other covenants and provisions in this agreement, any of the Vendors shall have primary responsibility and reasonable control over for operating expenses, the hiring and firing of employees and pricing, in each case relating to the Group Member's business, in each case subject to the requirements of the Purchaser with respect to the overall business as conducted by the Purchaser and its Affiliates and subject to the oversight of the board of directors of the Purchaser. SECTION 8.03 The Vendors undertake that after the signing of this Agreement they will cause the Group Member to provide, on an ongoing basis, in such formats and at such time as requested by the Purchaser with information in relation to the Group Member, including but not limited to its operations, financial affairs or management sufficient to enable the Purchasers to meet its ongoing operation, budgeting and audit requirements. In addition, after the signing of this Agreement, the Vendors will cause each Group Member to provide the Purchasers with access to, and give the Purchaser the opportunities to understand, all the operations of each Group Member. SECTION 8.04 At any time after the Closing, Taide shall have the right to cause itself to sell and transfer any portion or all of its share equity in the Company to one or more entities designated by the Purchasers. The Vendors hereby undertake to the Purchasers that they will fully cooperate with the Purchasers and the entity/entities designated by the Purchasers to consummate the transfer and corporate restructure and conversion (including without limitation, (i) to cause the Company to be converted as a foreign invested enterprise as defined by PRC Laws, if so requested by the Purchasers; (ii) to cause the Company to change the current registered address to effect such share transfer (if necessary); and (iii) any other things necessary to effect such share transfer.). SECTION 8.05 Immediately following the signing of this Agreement, Taide shall be entitled to appoint 3 out of all 5 the directors of the board of the Company, all of which shall be registered in the competent company registration authority in PRC, and the Parties shall complete such appointments and registrations prior to the Closing. SECTION 8.06 Each of the Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 represents to each Purchaser that Transferor 1 has been vested the full authorities to do all the things for and on behalf of all and each of aforesaid Warrantors with respect to any rights and obligations in connection with or arising from this Agreement or his/her interests in the share equity in the Company beneficially held by such aforesaid Warrantor (but legally held by the Transferor 1) (including without limitation to (i) sign any documents and do any things contemplated by and in connection with the Agreement; (ii) do any things whatsoever even if this Agreement expires.) and all Transferor 1's such actions shall be fully binding upon such aforesaid Warrantors. In addition, the Warrantor 5 represents to each Purchaser that Transferor 2 has been vested the full authorities to do all the things for and on behalf of Warrantor 5 with respect to his rights and obligations in connection with or arising from this Agreement or his interests in the share equity in the Company beneficially held by the Warrantor 5 (but legally held by the 20

Transferor 2) (including without limitation to (i) sign any documents and do any things contemplated by and in connection with the Agreement; (ii) do any things whatsoever even if this Agreement expires.) and all Transferor 2's such actions shall be fully binding upon Warrantor 5. SECTION 8.07 In the case that after the Closing the Purchasers or their Affiliates are directly or indirectly involved in any initial public offering in or outside PRC, the Vendors and the Company shall are committed to

Transferor 2) (including without limitation to (i) sign any documents and do any things contemplated by and in connection with the Agreement; (ii) do any things whatsoever even if this Agreement expires.) and all Transferor 2's such actions shall be fully binding upon Warrantor 5. SECTION 8.07 In the case that after the Closing the Purchasers or their Affiliates are directly or indirectly involved in any initial public offering in or outside PRC, the Vendors and the Company shall are committed to make their best endeavors to cooperate on such initial public offering, including without limited, (i) to sell their corresponding share equity in the Company to one or more entities as designated by the Purchasers at the agreed consideration; or (ii) to allow the Company directly or indirectly to be involved in such initial public offering. ARTICLE 9 EFFECTIVE DATE AND TERMINATION SECTION 9.01 Effective Date. This Agreement shall come into effect on the date of this Agreement. SECTION 9.02 Termination. This Agreement may be terminated at any time prior to the Closing in accordance with the following provisions: (a) By mutual written consent of the Vendors and the Purchasers; (b) By either (i) Vendors or (ii) the Purchasers if the Closing does not occur on or before the date that is nine months after the date hereof or any other date additionally agreed by both Vendors and Purchaser in writing (the "TERMINATION DATE"); provided, however, that the right to terminate this Agreement pursuant to this Section 9.02(b) shall not be available to any party whose breach of any provision of this Agreement has been the cause of, or resulted in, the failure of the Acquisition Transaction to be consummated by the Termination Date; (c) Subject to Section 11.06, either the Vendors or the Purchasers shall be entitled to elect not to complete the Transaction and, accordingly, to terminate this Agreement upon prior written notice to the other parties hereto if on or before the Closing Date: (i) it becomes aware that one or more of the representations or warranties of the other party contained in this Agreement is or are untrue, incorrect or misleading in any material respect; or (ii) there is a material breach of any covenant or obligation of the other party under this Agreement; or (iii) any Action shall have been commenced or threatened by or before any Governmental Authority or nonGovernmental Authority against the Vendors or the Purchaser, seeking to restrain the Acquisition Transaction or Edata Transaction which, in its reasonable, good faith determination, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 9.02(c)(iii) may not be invoked by a party which has directly or indirectly solicited or encouraged such Action; or 21

(iv) The party desiring to terminate this Agreement pursuant to this Section 9.02 (other than pursuant to Section 9.02(a)) shall give written notice of such termination to the other party. ARTICLE 10 WAIVER, RELEASE OF CLAIMS AND INDEMNIFICATION SECTION 10.01 Waiver. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts

(iv) The party desiring to terminate this Agreement pursuant to this Section 9.02 (other than pursuant to Section 9.02(a)) shall give written notice of such termination to the other party. ARTICLE 10 WAIVER, RELEASE OF CLAIMS AND INDEMNIFICATION SECTION 10.01 Waiver. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the terms or conditions of the other party contained therein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party not to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of either party to assert any of its rights hereunder shall not constitute a waiver of any of such rights. SECTION 10.02 Indemnification by the Purchaser. The Purchasers shall indemnify, defend and hold harmless the Vendors (each, a "PURCHASER INDEMNIFIED PERSON") from and against all actions, causes of action, suits, debts, obligations, losses, damages, amounts paid in settlement, liabilities, costs and expenses (including but not limited to interest, penalties and reasonable attorneys' fees and expenses) ("LOSSES") arising out of, in connection with or in relation to: (a) the material breach of any representation or warranty made by the Purchaser scontained in this Agreement; or (b) the material breach of any covenant or agreement by the Purchasers contained in this Agreement. SECTION 10.03 Indemnification by the Vendors. The Vendors shall indemnify, defend and hold harmless each of the Purchasers and the Group Member and their employees, officers and directors (each, a "VENDORS INDEMNIFIED PERSON") on a joint and several basis from and against all Losses arising out of, in connection with or in relation to: (a) the breach of any representation or warranty made by any of the Vendors contained in this Agreement; (b) the breach of any covenant or agreement by any of the Vendors contained in this Agreement (c) (i) any and all Taxes (or the non-payment thereof) of the Group member for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("PRE-CLOSING TAX PERIOD"), and (ii) any and all Taxes of any person (other than the Group Member) imposed on the Group Member as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing. Payment in full of any amount due from the Vendors under this Section 10.03 (c) shall be made to the Vendors Indemnified Person in immediately available funds at least two business 22

days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen days after written demand is made for such payment. SECTION 10.04 Deductible; Limitations on Liability. (a) Neither the Purchaser Indemnified Person nor Vendors Indemnified Person shall be entitled to indemnification for any Losses under Section 10.02 or Section 10.03, respectively, unless and until the aggregate amount of Losses suffered, sustained, or incurred by

days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen days after written demand is made for such payment. SECTION 10.04 Deductible; Limitations on Liability. (a) Neither the Purchaser Indemnified Person nor Vendors Indemnified Person shall be entitled to indemnification for any Losses under Section 10.02 or Section 10.03, respectively, unless and until the aggregate amount of Losses suffered, sustained, or incurred by all of the Purchaser Indemnified Persons or the Vendors Indemnified Persons, as the case may be, and giving rise to a claim for indemnification hereunder exceeds U.S. $10,000, calculated on a cumulative basis and not on a per item basis and then only to the extent of such excess. However, none of the limitations contained in aforesaid of this provision shall apply to any breach of Warranties which (or the delay in discovery of which) is the consequence of dishonest, deliberate or reckless mis-statement, concealment or other conduct by any of the Vendors. (b) Neither the Purchaser Indemnified Person nor Vendors Indemnified Person shall be entitled to more than one recovery for any single Loss even though such Loss may have resulted from the breach or inaccuracy of more than one of the representations, warranties, covenants and agreements made by the Purchaser or Vendors, as the case may be, in or pursuant to this Agreement. SECTION 10.05 Joint and Several Liability of the Vendors. Each of the Vendors shall be jointly and severally responsible for all of the Vendors' obligations and covenants hereunder and jointly and severally liable for any and all damages or liabilities relating to or arising from this Agreement. ARTICLE 11 GENERAL PROVISIONS SECTION 11.01 Expenses. All costs and expenses, including but not limited to, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transaction shall be paid by the party incurring such costs and expenses. SECTION 11.02 Notices. Notices and communications between the parties hereunder shall be in writing and shall be sent by personal delivery, prepaid registered or certified first class mail, prepaid air courier or facsimile to the parties' addresses set forth below. Any notice given by personal delivery, registered or certified mail or air courier shall be deemed to have been received on the date of receipt; and any notice given by facsimile shall be deemed received after electronic answerback has been received and twenty-four (24) hours have elapsed at the place of the party receiving such notice.
To the Vendors: Attention: Xie Wei Title: Manager FL. 12, Xincheng Mansion, 167 Jiang Ning Rd.,Shanghai, PRC 200041 Tel: (86) (21) 62537766 Fax: (86) (21) 62534548 To the Purchasers: Attention: Mr. John McLean Title: General Counsel Suite 2003-4 Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong Tel: (852) 3196 3939 Fax: (852) 2541 8266

23

SECTION 11.03 Severability.

SECTION 11.03 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.' SECTION 11.04 Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Vendors and the Purchasers. SECTION 11.05 Governing Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Any dispute arising out of or in connection with this Agreement, including a dispute as to the validity or existence of this Agreement, shall be submitted to International Chamber of Commerce Court of Arbitration and resolved by arbitration in Hong Kong conducted in English by an arbitration committee(including 3 arbitrators) of International Chamber of Commerce Court of Arbitration in accordance with the rules of the United Nations Commission on International Trade Law (UNCITRAL); provided, that, unless the parties agree otherwise: (i) each party shall be required only to produce specific, identified documents which are relevant to the dispute; and (ii) the parties agree the arbitration award shall be final. In addition, the parties hereto agree that no party shall have any right to commence or maintain any suit or legal proceeding concerning a dispute hereunder until the dispute has been determined in accordance with the arbitration procedure provided for herein and then only to enforce or facilitate the execution of the award rendered in such arbitration. The parties agree not to contest or seek relief from the award in any court. SECTION 11.06 Prevailing Party Attorneys' Fees. If any action or proceeding is commenced to construe or enforce this Agreement or the rights and duties of the parties hereunder, then the party prevailing in that action, and any appeal thereof, shall be entitled to recover its attorneys' fees and costs in that action or proceeding, as well as all costs and fees of any appeal or action to enforce any judgment entered therein. SECTION 11.07 Force Majeure(a). (a) "FORCE MAJEURE" shall mean any act or event which is reasonably unforeseeable or unavoidable and which is beyond the control of the affected party, including, but not limited to, earthquake, storm, lightning, typhoon, fire, flood, outbreak to escalation of hostilities, declaration of national emergency, war, insurrection or similar military actions, strikes and any other act or event which is generally accepted as Force Majeure in international commercial practice. (b) If a party has been prevented from performing its obligations provided in this Agreement because of an event of Force Majeure, it shall notify the other party in writing promptly after the occurrence of the event of Force Majeure. If an event of Force Majeure occurs, neither party shall be responsible for any damage, increased costs, or losses which the other party may sustain by reason of the failure or delay in performance. The party claiming Force Majeure shall take appropriate means to minimize or remove the effects of Force Majeure and, within the shortest possible time, attempt to resume performance of the obligation affected by Force Majeure. If 24

the affected party is unable to perform all or part of its obligations under this Agreement for six (6) months after the date of the notice of the occurrence of Force Majeure, any party shall have the right to terminate this Agreement.

the affected party is unable to perform all or part of its obligations under this Agreement for six (6) months after the date of the notice of the occurrence of Force Majeure, any party shall have the right to terminate this Agreement. SECTION 11.08 Survival of Warranties. The Warranties of the Parties contained in this Agreement shall be operative and in full force and effect, regardless of any investigation made at any time with respect thereto, and shall remain in full force and effect until the date falling ten (10) years after the date of the execution of this Agreement. SECTION 11.09 Assignment. This Agreement may not be assigned to any third party, except Affiliates of the Purchasers, by operation of Law or otherwise without the express written consent of the Vendors and the Purchasers. SECTION 11.10 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Vendors and the Purchasers with respect to the subject matter hereof. SECTION 11.11 Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 11.12 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. SECTION 11.13 Right of Set-Off Notwithstanding anything in this Agreement to the contrary, the Purchasers shall have the right to set-off any indemnification payment obligation of which any Purchaser Indemnified Person has given notice of to the Vendors pursuant to this Agreement against any other payment to be made to any Vendor. No exercise by the Purchasers of such right of set-off shall constitute a default in the payment of any amount against which such set-off is made. IN WITNESS WHEREOF, the Vendors and the Purchasers have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. 25

Execution Page of the Agreement for the Sale and Purchase of Equity Interest and Subscription in Shanghai Hyperlink Market Research Co., Ltd. VENDORS : Transferor 1
/s/ Xie Wei ------------------------------------Xie Wei

Transferor 2
/s/ Lu Qinyong ------------------------------------Lu Qinyong

Execution Page of the Agreement for the Sale and Purchase of Equity Interest and Subscription in Shanghai Hyperlink Market Research Co., Ltd. VENDORS : Transferor 1
/s/ Xie Wei ------------------------------------Xie Wei

Transferor 2
/s/ Lu Qinyong ------------------------------------Lu Qinyong

Warrantor 1
/s/ Win Jie-Ching, James ------------------------------------Win Jie-Ching, James

Warrantor 2
/s/ Yang Jing ------------------------------------Yang Jing

Warrantor 3
/s/ Shi Hui ------------------------------------Shi Hui

Warrantor 4
/s/ Pang Lu ------------------------------------Pang Lu

Warrantor 5
/s/ Yang Weidong ------------------------------------Yang Weidong

THE PURCHASER Parent
/s/

------------------------------------Xinhua Finance Limited

/s/ ------------------------------------Beijing Taide Advertising Co., Ltd.(Taide)

/s/ ------------------------------------Shanghai Hyperlink Market Research Co., Ltd.(Company)

26

SCHEDULE 1 EXISTING CORPORATE DETAILS OF THE COMPANY
NAME REGISTRATION NUMBER ESTABLISHMENT DATE COMPANY TYPE LEGAL REPRESENTATIVE LEGAL ADDRESS Shanghai Hyperlink Market Research Co.,Ltd 3102292019423 6 August 1997 Limited liability company Transferor 1 Unit B-123, No. 1 Hexiang Road, Baihe Town, Qingpu District, Shanghai, PRC Live Company To provide marketing research and information consultancy service. Shanghai Administration for Industry and Commerce RMB500,000(fully paid up) (1) Name of the registered shareholder in the company registry: Transferor 1(i) 23.30%, 4.66%, 4.66%, 3.4% and 2.03% of the share equity of the Company are held by Transferor 1 for and on behalf of the Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 respectively, and (ii) 41.95% of the share equity of the Company is legally and beneficially held by Transferor 1 himself. (2) Name of the registered shareholder in the company registry: Transferor 2 (i) 1.36% of the share equity of the Company is held by Transferor 2 for the on behalf of the Warrantor 5; and (ii) 18.64% of the share equity of the Company is legally and beneficially hold by Transferor 2 himself. NOTE: the name of Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 has not been registered in the company registry in PRC as the shareholders of the Company. BRANCH (1) Shanghai Branch

STATUS BUSINESS SCOPE

ADMINISTRATION AUTHORITY REGISTERED CAPITAL SHAREHOLDER(S)

SCHEDULE 1 EXISTING CORPORATE DETAILS OF THE COMPANY
NAME REGISTRATION NUMBER ESTABLISHMENT DATE COMPANY TYPE LEGAL REPRESENTATIVE LEGAL ADDRESS Shanghai Hyperlink Market Research Co.,Ltd 3102292019423 6 August 1997 Limited liability company Transferor 1 Unit B-123, No. 1 Hexiang Road, Baihe Town, Qingpu District, Shanghai, PRC Live Company To provide marketing research and information consultancy service. Shanghai Administration for Industry and Commerce RMB500,000(fully paid up) (1) Name of the registered shareholder in the company registry: Transferor 1(i) 23.30%, 4.66%, 4.66%, 3.4% and 2.03% of the share equity of the Company are held by Transferor 1 for and on behalf of the Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 respectively, and (ii) 41.95% of the share equity of the Company is legally and beneficially held by Transferor 1 himself. (2) Name of the registered shareholder in the company registry: Transferor 2 (i) 1.36% of the share equity of the Company is held by Transferor 2 for the on behalf of the Warrantor 5; and (ii) 18.64% of the share equity of the Company is legally and beneficially hold by Transferor 2 himself. NOTE: the name of Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5 has not been registered in the company registry in PRC as the shareholders of the Company. BRANCH (1) (2) SUBSIDIARY Shanghai Branch Beijing Branch

STATUS BUSINESS SCOPE

ADMINISTRATION AUTHORITY REGISTERED CAPITAL SHAREHOLDER(S)

Guangzhou Hyperlink

27

EXISTING CORPORATE DETAILS OF GUANGZHOU HYPERLINK
NAME REGISTRATION NUMBER ESTABLISHMENT DATE COMPANY TYPE Guangzhou Hyperlink Research Co., Ltd. 4401042003286 4 July 1997 Limited liability company

EXISTING CORPORATE DETAILS OF GUANGZHOU HYPERLINK
NAME REGISTRATION NUMBER ESTABLISHMENT DATE COMPANY TYPE LEGAL REPRESENTATIVE LEGAL ADDRESS Guangzhou Hyperlink Research Co., Ltd. 4401042003286 4 July 1997 Limited liability company Transferor 1 Unit 905 and 906, A, No. 195 Dongfeng Road(west), Yuexiu District, Guangzhou, PRC Live Company To provide marketing research and planning service. Guangzhou Administration for Industry and Commerce RMB450,000(fully paid up) Company legally and beneficially holding 100% share equity in Guangzhou Hyperlink Nil Nil

STATUS BUSINESS SCOPE ADMINISTRATION AUTHORITY REGISTERED CAPITAL SHAREHOLDER(S)

BRANCH SUBSIDIARY

28

SCHEDULE 2 EXECUTIVE SERVICE AGREEMENT 29

SCHEDULE 3 MANAGEMENT TEAM List of names of the management team 30

SCHEDULE 4 VENDORS' WARRANTY In this Schedule 4, terms defined in the main text of this Agreement shall have the same meanings, and the following terms shall have the following meanings: "BALANCE SHEET" has the meaning set forth in clause 4.1(b) of Schedule 4. "CHARTER DOCUMENTS" has the meaning set forth in clause 1.3 of Schedule 4. "CONTRACTS" means the contracts as listed in Schedule 7.

SCHEDULE 2 EXECUTIVE SERVICE AGREEMENT 29

SCHEDULE 3 MANAGEMENT TEAM List of names of the management team 30

SCHEDULE 4 VENDORS' WARRANTY In this Schedule 4, terms defined in the main text of this Agreement shall have the same meanings, and the following terms shall have the following meanings: "BALANCE SHEET" has the meaning set forth in clause 4.1(b) of Schedule 4. "CHARTER DOCUMENTS" has the meaning set forth in clause 1.3 of Schedule 4. "CONTRACTS" means the contracts as listed in Schedule 7. "INTELLECTUAL PROPERTY" means the Owned Intellectual Property and the Licensed Intellectual Property. "CONFIDENTIAL INFORMATION" means all know-how, lists of customers or suppliers, trade secrets, technical processes or other confidential information belonging to the Group or to any related third party. "ENCUMBRANCE" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of preemption, third-party right or interest, other encumbrance or security interest of any kind, or any other type of preferential arrangement (including without limitation a title retention or trust arrangement) having similar effect. "FINANCIAL STATEMENTS" has the meaning set forth in clause 4.5(b) of Schedule 4. "LAST ACCOUNTING DATE" means 31 December 2005. "LEASES" mean the leases, sub-leases, tenancy agreements, sub-tenancy agreements, licenses or other documents (including any options for extension relating thereto) granted or agreed to be granted to the Group Member or pursuant to which the Group Member holds or occupies any property. All the Leases are listed in Schedule 6 (each of Leases, the "Lease".). "LICENSED INTELLECTUAL PROPERTY" has the meaning set forth in clause 8.1 of Schedule 4. "OWNED INTELLECTUAL PROPERTY" has the meaning set forth in clause 8.1of Schedule 4. "RELATED AGREEMENTS" has the meaning set forth in clause 1.3 of Schedule 4. "RETURNS" has the meaning set forth in clause 6.1(f) of Schedule 4. 1. CAPACITY AND AUTHORITY 1.1 Each of the Vendors has the right, power and authority and has taken all actions necessary to execute and

SCHEDULE 3 MANAGEMENT TEAM List of names of the management team 30

SCHEDULE 4 VENDORS' WARRANTY In this Schedule 4, terms defined in the main text of this Agreement shall have the same meanings, and the following terms shall have the following meanings: "BALANCE SHEET" has the meaning set forth in clause 4.1(b) of Schedule 4. "CHARTER DOCUMENTS" has the meaning set forth in clause 1.3 of Schedule 4. "CONTRACTS" means the contracts as listed in Schedule 7. "INTELLECTUAL PROPERTY" means the Owned Intellectual Property and the Licensed Intellectual Property. "CONFIDENTIAL INFORMATION" means all know-how, lists of customers or suppliers, trade secrets, technical processes or other confidential information belonging to the Group or to any related third party. "ENCUMBRANCE" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of preemption, third-party right or interest, other encumbrance or security interest of any kind, or any other type of preferential arrangement (including without limitation a title retention or trust arrangement) having similar effect. "FINANCIAL STATEMENTS" has the meaning set forth in clause 4.5(b) of Schedule 4. "LAST ACCOUNTING DATE" means 31 December 2005. "LEASES" mean the leases, sub-leases, tenancy agreements, sub-tenancy agreements, licenses or other documents (including any options for extension relating thereto) granted or agreed to be granted to the Group Member or pursuant to which the Group Member holds or occupies any property. All the Leases are listed in Schedule 6 (each of Leases, the "Lease".). "LICENSED INTELLECTUAL PROPERTY" has the meaning set forth in clause 8.1 of Schedule 4. "OWNED INTELLECTUAL PROPERTY" has the meaning set forth in clause 8.1of Schedule 4. "RELATED AGREEMENTS" has the meaning set forth in clause 1.3 of Schedule 4. "RETURNS" has the meaning set forth in clause 6.1(f) of Schedule 4. 1. CAPACITY AND AUTHORITY 1.1 Each of the Vendors has the right, power and authority and has taken all actions necessary to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement and each document to be executed at or before the Closing Date. 1.2 Each Group Member is duly organized, validly existing, and in good standing under the laws of the PRC, has all requisite right, corporate power and authority to carry on its business, and is duly qualified and in good standing to do business in each

SCHEDULE 4 VENDORS' WARRANTY In this Schedule 4, terms defined in the main text of this Agreement shall have the same meanings, and the following terms shall have the following meanings: "BALANCE SHEET" has the meaning set forth in clause 4.1(b) of Schedule 4. "CHARTER DOCUMENTS" has the meaning set forth in clause 1.3 of Schedule 4. "CONTRACTS" means the contracts as listed in Schedule 7. "INTELLECTUAL PROPERTY" means the Owned Intellectual Property and the Licensed Intellectual Property. "CONFIDENTIAL INFORMATION" means all know-how, lists of customers or suppliers, trade secrets, technical processes or other confidential information belonging to the Group or to any related third party. "ENCUMBRANCE" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of preemption, third-party right or interest, other encumbrance or security interest of any kind, or any other type of preferential arrangement (including without limitation a title retention or trust arrangement) having similar effect. "FINANCIAL STATEMENTS" has the meaning set forth in clause 4.5(b) of Schedule 4. "LAST ACCOUNTING DATE" means 31 December 2005. "LEASES" mean the leases, sub-leases, tenancy agreements, sub-tenancy agreements, licenses or other documents (including any options for extension relating thereto) granted or agreed to be granted to the Group Member or pursuant to which the Group Member holds or occupies any property. All the Leases are listed in Schedule 6 (each of Leases, the "Lease".). "LICENSED INTELLECTUAL PROPERTY" has the meaning set forth in clause 8.1 of Schedule 4. "OWNED INTELLECTUAL PROPERTY" has the meaning set forth in clause 8.1of Schedule 4. "RELATED AGREEMENTS" has the meaning set forth in clause 1.3 of Schedule 4. "RETURNS" has the meaning set forth in clause 6.1(f) of Schedule 4. 1. CAPACITY AND AUTHORITY 1.1 Each of the Vendors has the right, power and authority and has taken all actions necessary to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement and each document to be executed at or before the Closing Date. 1.2 Each Group Member is duly organized, validly existing, and in good standing under the laws of the PRC, has all requisite right, corporate power and authority to carry on its business, and is duly qualified and in good standing to do business in each 31

jurisdiction in which it conducts business. The Vendors have made available to the Purchaser complete and correct copies of the Group Member's articles of association, bylaws, and/or other organizational documents ("CHARTER DOCUMENTS"), as amended to the date hereof. The minute books and records of the Group Member, complete and correct copies of which have been made available and delivered to the Purchaser, contain correct and complete records of all material proceedings and actions taken at all meetings of, or effected by written consent of, the interest holders of the Group Member and its board of directors, and all original

jurisdiction in which it conducts business. The Vendors have made available to the Purchaser complete and correct copies of the Group Member's articles of association, bylaws, and/or other organizational documents ("CHARTER DOCUMENTS"), as amended to the date hereof. The minute books and records of the Group Member, complete and correct copies of which have been made available and delivered to the Purchaser, contain correct and complete records of all material proceedings and actions taken at all meetings of, or effected by written consent of, the interest holders of the Group Member and its board of directors, and all original issuances and subsequent transfers, repurchases, and cancellations of the Group Member's equity. 1.3 The execution, delivery and performance of this Agreement and all other agreements contemplated in this Transaction ("RELATED AGREEMENTS") to be entered into by the Group Member have been duly authorized by all necessary action of the Group Member's board of directors(or in the case of no board of directors, the legal representative of such Group Member). Certified copies or original copies of the resolutions adopted by the Group Member's board of directors(or in the case of no board of directors, the legal representative of such Group Member) approving this Agreement, the Related Agreements and transactions contemplated hereby and thereby will been provided to the Purchaser prior to the Closing. Each of the Vendors has duly and validly executed and delivered this Agreement and the Related Agreements, and this Agreement and the Related Agreements constitute valid, binding and enforceable obligations of the Vendors in accordance with their terms. 2. INFORMATION 2.1 All information given by, or on behalf of, the Vendors to the Purchasers, its advisers or agents before or during the negotiations leading to this Agreement is true, complete, accurate and not misleading. 2.2 All information about the Sale Equity, the Group Member which might be material for disclosure to a buyer of the Sale Equity has been disclosed to the Purchaser in writing. 2.3 The Vendors are not aware of any facts pertaining to the Group Member or its proposed business which could materially adversely affect the Group Member or which are likely in the future to materially adversely affect the Group Member. 2.4 To the best of the knowledge and belief of the Vendors after having made due enquiries, no representation or warranty in this Agreement, nor any statement or certificate furnished or to be furnished to the Purchaser pursuant to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. 3. SALE EQUITY 3.1 The corporate structure as set forth in Schedule 1 is true and not any misleading. 3.2 There are not any options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which any of the Group Member or the Vendors is a party or by which any of them may be bound obligating the Group Member to issue, deliver or sell, or cause to be issued, delivered 32

or sold, additional equity interest, or obligating the Group Member to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. The Group Member does not have any outstanding bonds, debentures, notes or other indebtedness. 3.3 The Vendors (collectively) legally and beneficially hold the Sale Equity. There is no Encumbrance and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to the Sale Equity or any part of it. No person has claimed to be entitled to an Encumbrance in relation to the Sale Equity or any part of it. 3.4 SUBSIDIARIES Save for as stated in Schedule 1, the Group Member does not directly or indirectly own or control any voting or equity, membership or similar interest in, or any interest convertible into, exchangeable or exercisable for, or

or sold, additional equity interest, or obligating the Group Member to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. The Group Member does not have any outstanding bonds, debentures, notes or other indebtedness. 3.3 The Vendors (collectively) legally and beneficially hold the Sale Equity. There is no Encumbrance and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to the Sale Equity or any part of it. No person has claimed to be entitled to an Encumbrance in relation to the Sale Equity or any part of it. 3.4 SUBSIDIARIES Save for as stated in Schedule 1, the Group Member does not directly or indirectly own or control any voting or equity, membership or similar interest in, or any interest convertible into, exchangeable or exercisable for, or carrying the rights to acquire, any voting, equity, membership or similar interest in, any corporation, partnership, joint venture or other business association or entity. The particulars of the Group Member set out in Schedule 1 are true and accurate in all respects and the percentage of the equity interest shown therein as owned or controlled by any party is beneficially owned free from all and any Encumbrance. There is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale of transfer of any share or loan capital of the Group Member(including any option, notes, warrants or other securities or rights convertible or ultimately convertible in to shares or equity interests in the Group Member.). 4. ACCOUNTS 4.1 FINANCIAL STATEMENTS With respect of each Group Member, there has been delivered to the Purchaser: (a) audited balance sheets as of 31 December 2005 and the related audited statements of operations, statements of stockholders' equity and statements of cash flows for each of the fiscal years then ended ; and (b) an unaudited balance sheet as at 30 April 2006 (including the notes thereto, the "BALANCE SHEET") and the related statements of operations and statements of cash flows for the Company then ended including the notes thereto where applicable (collectively, the "FINANCIAL STATEMENTS") as listed in Schedule 10. The Financial Statements: (i) have been prepared from the books and records of the relevant Group Member; (ii) present fairly in all material respects, the financial position of the Group as of and for the periods indicated; and (iii) have been prepared in accordance with which accounting principles consistently applied. There are no liabilities in excess of US$10,000 in the aggregate, claims or obligations of any nature, whether absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown in the Financial Statements. 4.2 DEBTS AND LIABILITIES 33

(a) Adequate provision for bad and doubtful debts and all liabilities (whether actual, contingent or otherwise) and all financial commitments in existence at the Last Accounting Date have been made in the Financial Statements. (b) All liabilities (actual, contingent or otherwise) and all financial commitments of the Group Member have been accurately reflected and disclosed in the Financial Statements. 4.3 PROVISION FOR TAX The Financial Statements reserve in full for all Taxes to which the Group Member may become liable under PRC law, for all periods starting on or before the Last Accounting Date. The Financial Statements reserve in full for contingent or deferred liabilities to Tax for all periods starting on or before the Last Accounting Date.

(a) Adequate provision for bad and doubtful debts and all liabilities (whether actual, contingent or otherwise) and all financial commitments in existence at the Last Accounting Date have been made in the Financial Statements. (b) All liabilities (actual, contingent or otherwise) and all financial commitments of the Group Member have been accurately reflected and disclosed in the Financial Statements. 4.3 PROVISION FOR TAX The Financial Statements reserve in full for all Taxes to which the Group Member may become liable under PRC law, for all periods starting on or before the Last Accounting Date. The Financial Statements reserve in full for contingent or deferred liabilities to Tax for all periods starting on or before the Last Accounting Date. 4.4 ACCOUNTING RECORDS The accounting records of the Group Member are up-to-date, in the Group Member's possession and fully and accurately completed in accordance with PRC law and applicable standards, principles and practices generally accepted in the PRC. 4.5 INSURANCE AND BANKING FACILITIES. Schedule 8 contains a complete and correct list of the names and locations of all banks in which each Group Member has accounts or safe deposit boxes, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. 5. CHANGES SINCE THE LAST ACCOUNTING DATE 5.1 GENERAL Since the Last Accounting Date: (a) the Group Member business has been operated in the usual way so as to maintain it as a going concern; (b) there has been no adverse change in the financial or trading position or prospects of the Group Member; and (c) no material change has occurred in the assets and liabilities shown in the Accounts and there has been no reduction in the value of the net tangible assets of the Group Member on the basis of the valuations used in the Accounts. 5.2 SPECIFIC With respect to the Group Member, since the Last Accounting Date: (a) other than in the usual course of its business, the Group Member has not: (i) acquired or disposed of, or agree to acquire or dispose of, any asset; or 34

(ii) assumed or incurred, or agreed to assume or incur, any liability, obligation or expense (actual or contingent); (b) the Group Member has not factored, sold or agreed to sell a debt other than in the usual course of its business; (c) the Group Member business has not been materially and adversely affected by the loss of a customer or supplier, or by termination or a change in the terms of an agreement, or by an abnormal factor not affecting similar businesses, and to the best of the Vendors' knowledge, information and belief, no fact or circumstances exists which might have a Material Adverse Effect;

(ii) assumed or incurred, or agreed to assume or incur, any liability, obligation or expense (actual or contingent); (b) the Group Member has not factored, sold or agreed to sell a debt other than in the usual course of its business; (c) the Group Member business has not been materially and adversely affected by the loss of a customer or supplier, or by termination or a change in the terms of an agreement, or by an abnormal factor not affecting similar businesses, and to the best of the Vendors' knowledge, information and belief, no fact or circumstances exists which might have a Material Adverse Effect; (d) no dividends, bonuses or distributions have been declared, paid or made except as provided for in the Accounts; (e) there has not been any transaction involving more than $10,000 entered into by the Group Member other than in the ordinary course of business; (f) there has not been any termination, modification, or rescission of, or waiver by the Group Member of rights under, any contract having or reasonably likely to have a Material Adverse Effect; (g) there has not been any discharge or satisfaction by the Group Member of any lien or Encumbrance, or any payment of any obligation or liability (absolute or contingent) other than liabilities shown on the balance sheet included in the Financial Statements as of 30 April 2006 and liabilities incurred since the Last Accounting Date in the ordinary course of business; (h) there has not been any mortgage, pledge, imposition of any security interest, claim, Encumbrance, or other restriction created on any of the assets, tangible or intangible, of the Group Member having or reasonably likely to have a Material Adverse Effect; (i) there has not been any settlement amount of any claim, dispute, suit, proceeding or investigation regarding the Group Member; or (j) there has not been any event or condition resulting in a Material Adverse Change on the business of the Group Member. 6. TAX 6.1 GENERAL (a) The Group Member has paid all Taxes which it has become liable to pay and is not, and has not been liable to pay a penalty, surcharge, fine or interest in connection with any Tax. (b) There is no existing, contingent or deferred liability for Tax other than any liability for Tax which arises solely in the ordinary course of its business. (c) The Group Member is not and does not expect to be involved in a dispute in relation to Tax. No tax authority has investigated or indicated that it intends to 35

investigate the Tax affairs of the Group Member and there are no facts which are likely to cause such an investigation to be instituted. (d) The Tax preferential treatments that the Group Member is enjoying were legally and validly granted by the relevant tax authorities, and the Group Member will continue to enjoy such tax preferential treatments after Closing. (e) The Group Member has fully withheld and paid within the statutory time limit to the relevant tax authority the

investigate the Tax affairs of the Group Member and there are no facts which are likely to cause such an investigation to be instituted. (d) The Tax preferential treatments that the Group Member is enjoying were legally and validly granted by the relevant tax authorities, and the Group Member will continue to enjoy such tax preferential treatments after Closing. (e) The Group Member has fully withheld and paid within the statutory time limit to the relevant tax authority the individual income tax on the salaries, wages, and other taxable benefits provided to its directors, officers and employees. (f) The Group Member has timely filed (or caused to be filed) all tax returns ("RETURNS") required to be filed by it. All Taxes required to be paid (whether or not shown on any Return) in respect of the periods covered by such Returns have been paid or fully accrued on the Closing. The Group Member has not requested or been granted any extension of time to file any Return. The Vendors shall procure that there will be made available to the Purchaser upon the Purchaser's request true and correct copies of all Returns, and all material correspondence with any taxing authority. (g) No deficiencies or adjustments for any Tax of the Group Member has been claimed, proposed or assessed or threatened in writing and not paid. There is currently no claim outstanding by an authority in a jurisdiction where the Group Member does not file Returns that the Group Member is or may be subject to taxation by that jurisdiction. The Group Member is not subject to any pending or threatened tax audit or examination. The Group Member has not entered into any agreements, waivers or other arrangements in respect of the statute of limitations in respect of its Taxes or Returns. (h) There are no liens for Taxes upon the assets of the Group Member except for Taxes that are not yet payable. The Group Member has withheld all Taxes required to be withheld in respect of wages, salaries and other payments to all employees, officers and directors and any Taxes required to be withheld from any other person and has timely paid all such amounts withheld to the proper taxing authority. 6.2 ENTERPRISE INCOME TAX (a) The Group Member has paid all enterprise income tax which it has become liable to pay and has not been liable to pay a penalty, surcharge, fine or interest in connection with the enterprise income tax. (b) The Group Member has timely filed the enterprise income tax returns as required under the PRC laws and regulations. (c) The Group Member has made, given, obtained and kept up-to-date full and accurate records, invoices, approvals and documents appropriate or required for the purpose of the enterprise income tax returns under PRC laws and regulations. (d) The Group Member has adopted appropriate or required procedures and treatment for the enterprise income tax which is in compliance with the PRC laws and regulations. 36

(e) There is no existing, contingent or deferred liability for the enterprise income tax of any of the Group Member. 6.3 BUSINESS TAX Each Group Member: (a) is validly registered with the relevant tax authority for the purpose of PRC business tax laws and regulations; (b) has made, given, obtained and kept up-to-date, full and accurate records, invoices and documents appropriate or required for the purposes of payment of business tax under PRC laws and regulations; and

(e) There is no existing, contingent or deferred liability for the enterprise income tax of any of the Group Member. 6.3 BUSINESS TAX Each Group Member: (a) is validly registered with the relevant tax authority for the purpose of PRC business tax laws and regulations; (b) has made, given, obtained and kept up-to-date, full and accurate records, invoices and documents appropriate or required for the purposes of payment of business tax under PRC laws and regulations; and (c) is not in arrears with payment or returns of business tax due under PRC laws and regulations. 7. ASSETS 7.1 Each asset such as all inventory, receivables, furniture, machinery, equipment and any other assets, tangible or otherwise, included in the Accounts or acquired by the Group Member since the Last Accounting Date (other than inventories subsequently disposed of in the ordinary course of business) and all assets used by the Group Member as of the date of such Balance sheet even if not reflected thereon: (a) are legally and beneficially owned by it free from all title defects, security interests, pledges, options, claims, liens, and any other Encumbrance of any nature whatsoever; (b) are not the subject of any agreement for lease, hire, hire purchase or sale on deferred terms; and (c) where capable of possession, are in the exclusive possession or under the exclusive control of it. 7.2 The assets owned, possessed or used by the Group Member comprise all the assets required to enable it to carry on its business fully and effectively in the ordinary course. 7.3 All machinery, real estate properties, vehicles and equipment owned, possessed or used by the Group Member are in good condition, repair and working order and have been regularly and properly maintained. 8. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY 8.1 "INTELLECTUAL PROPERTY" shall mean: (a) any and all of the following that are owned (including joint ownership) or held by the Group anywhere in the world: trademarks, trade names, service marks and trade dress, and all goodwill associated with trademarks, trade names, service marks and trade dress; patents; mask works; utility models; domain names; copyrights and copyrightable works; databases; graphics; schematics; 37

marketing, sales and user data;technology; trade secrets, including confidential know-how, inventions, specifications and processes; computer software programs of any kind (in both source and object code form); application programming interfaces; protocols; and any renewal, extension, reissue, continuation or division rights, applications and/or registrations for any of the foregoing; (b) any and all license rights granted to the Group Member in any third party intellectual property or other proprietary or personal rights, including the types of intellectual property described in (a)above; and (c) GROUP'S INTELLECTUAL PROPERTY described in Clause (a) above is referred to herein as "OWNED INTELLECTUAL PROPERTY" and Group's Intellectual Property described in Clause (b) above is referred to herein as "LICENSED INTELLECTUAL PROPERTY" (collectively, "INTELLECTUAL PROPERTY"). The Schedule 5 give a inexhaustive list of Owned Intellectual Property and Licensed Intellectual Property.

marketing, sales and user data;technology; trade secrets, including confidential know-how, inventions, specifications and processes; computer software programs of any kind (in both source and object code form); application programming interfaces; protocols; and any renewal, extension, reissue, continuation or division rights, applications and/or registrations for any of the foregoing; (b) any and all license rights granted to the Group Member in any third party intellectual property or other proprietary or personal rights, including the types of intellectual property described in (a)above; and (c) GROUP'S INTELLECTUAL PROPERTY described in Clause (a) above is referred to herein as "OWNED INTELLECTUAL PROPERTY" and Group's Intellectual Property described in Clause (b) above is referred to herein as "LICENSED INTELLECTUAL PROPERTY" (collectively, "INTELLECTUAL PROPERTY"). The Schedule 5 give a inexhaustive list of Owned Intellectual Property and Licensed Intellectual Property. 8.2 The Group Member owns or has the right to use all the Group Member Intellectual Property used or held for use in the conduct of its business without any conflict with the rights of others. All products and technology that have been or currently are published and/or offered by the Group Member or are under development by the Group Member, and all products and/or technology underlying any and all services that have been or currently are offered by the Group Member or are under development by the Group Member is either: (i) owned by such Group Member, (ii) in the public domain, or (iii) rightfully used by the Group Member pursuant to a valid written license or other agreement. 8.3 Each Group Member is not, as a result of the execution or delivery of this Agreement, nor performance of the Group Member's obligations hereunder nor will the Group Member be in violation of any license, sublicense or other agreement relating to the Intellectual Property or of any non-disclosure agreement to which the Group Member is a party or otherwise bound. 8.4 The Group Member is not obligated to provide any financial consideration or other consideration to any third party, nor is any third party otherwise entitled to any financial consideration or other consideration, with respect to any exercise of rights by the Group Member or its successors in the Owned Intellectual Property. 8.5 The Group Member's use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by the GroupiiMember or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by the Group Member or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale, or other provision of products and services by the Group Member or its resellers or licensees does not infringe, misappropriate or violate any copyright, 38

patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. 8.6 No action, suit or proceeding (i) challenging the validity, enforceability, or ownership by the Group Member of any of Owned Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any Owned Intellectual Property by the Group Member or its licensees infringes, misappropriate or violates any intellectual property or other proprietary or personal right of any person is pending or is threatened by any person. Further, no claim to the effect that the distribution, licensing, sublicensing, sale or other provision of products and services by the Group Member or its resellers or licensees infringes, misappropriates or violates any intellectual property or other proprietary or personal right of any person is

patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. 8.6 No action, suit or proceeding (i) challenging the validity, enforceability, or ownership by the Group Member of any of Owned Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any Owned Intellectual Property by the Group Member or its licensees infringes, misappropriate or violates any intellectual property or other proprietary or personal right of any person is pending or is threatened by any person. Further, no claim to the effect that the distribution, licensing, sublicensing, sale or other provision of products and services by the Group Member or its resellers or licensees infringes, misappropriates or violates any intellectual property or other proprietary or personal right of any person is pending or, to the knowledge of the Group Member and the Vendors, is threatened by any person. There is no unauthorized use, infringement or misappropriation of any of Owned Intellectual Property by any third party, employee or former employee. 8.7 No other party has any security interests in any Intellectual Property. 8.8 The Group Member has secured from all parties who have created any portion of, or otherwise have any rights in or to, Owned Intellectual Property, other than employees of the Group Member whose work product was created by them entirely within the scope of their employment by the Group Member and constitutes work made for hire owned by the Group Member, valid written assignments or licenses of any such work or other rights to the Group Member that are enforceable by the Group Member and has made available true and complete copies of such assignments or licenses to the Purchaser. 8.9 The Group Member owns all right, title and interest in and to all data the Group Member collect from or discloses about users of its products and services. The Group Member's practices regarding the collection and use of consumer personal information are in accordance in all respects with applicable laws and regulations of all jurisdictions in which the Group Member operates. 8.10 None of any Vendors or the officer, director, stockholder or employee of the Group Member, nor any spouse, or relative thereof, owns directly or indirectly, in whole or in part, any the Group Member Intellectual Property. 9. DEBTORS 9.1 No debt (including a receivable) shown in the Accounts or accounting records is the subject of an arrangement not made in the usual course of the Group Member business. The Group Member has not released a debt (including a receivable) shown on the Accounts or accounting records so that the debtor has paid or will pay less than the debt's book value. None of those debts (including receivables) has been deferred, subordinated or written off or become irrecoverable to any extent. The Vendors have no reason to believe that any of those debts (including receivables) will fail to realise its book value in the usual course of collection. 9.2 All of the accounts receivable shown in the Financial Statements have and all of the Group Member's receivables as of the Closing Date will have arisen out of bona fide transactions of the Group Member in the ordinary course of business and have been 39

collected or are good and collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such Financial Statements and net of returns and payment discounts allowable by the Group's policies) and can reasonably be anticipated to be paid in full without outside collection efforts within ninety (90) days of the due date. 10. EFFECT OF TRANSACTION Neither the execution nor the performance of this Agreement or any related document to be executed at or

collected or are good and collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such Financial Statements and net of returns and payment discounts allowable by the Group's policies) and can reasonably be anticipated to be paid in full without outside collection efforts within ninety (90) days of the due date. 10. EFFECT OF TRANSACTION Neither the execution nor the performance of this Agreement or any related document to be executed at or before Closing will: 10.1 conflict with or result in any breach of the Group Member's Charter Documents; 10.2 require any Governmental Approvals; 10.3 result in the Group Member losing the benefit of an asset, licence, permit, right, grant, privilege, preferential treatment or subsidy which it enjoys at the date of this Agreement in any jurisdiction, including without limitation any rights in its own or third party owned Intellectual Property; 10.4 conflict with, result in breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, Encumbrance, or restriction upon any of the properties or assets of the Group Member or equity interest in the Group Member under any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which the Group Member is a party. 11. INSURANCE 11.1 The Group Member has purchased and maintained insurance for personal accident and serious disease of its employees in accordance with the applicable laws. 11.2 Each of the current insurance and indemnity policies in respect of which the Group Member has an interest is valid and enforceable and is not void or voidable. The Group Member has not done anything or has omitted to do anything which might make any such policies void or voidable. Closing will not have the effect of terminating, or entitling any insurer to terminate cover under any such policies. 11.3 All premiums and other payments due from the Group Member with respect to any such contracts of insurance or indemnity have been paid, and the Vendors do not know of any fact, act, or failure to act that has or might cause any such contract to be cancelled or terminated. All known claims for insurance or indemnity have been presented. 12. LEASES AND REAL PROPERTY 12.1 The Group Member is not the legal or beneficial owner of any real properties and all the Leases in which the Group Member has interest are listed in Schedule 6. The Group Member has a valid leasehold interest under such Leases. There are no existing defaults, and the Group Member has not received or given any written notice 40

of default or claimed default with respect to any Lease nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder. All real property occupied by the Group Member is subject to a written lease. The Group Member does not hold any interest in real property other than the Leases. 12.2 The Leases are properly completed and stamped and are in the possession and under the control of the related Group Member. All necessary consents for the grant of the Leases were obtained before such grant and the landlords named in the Leases were and still are the registered legal and beneficial owners thereof. The Leases contain no unusual or onerous provisions and no right of termination by the landlord thereof except on grounds of non-payment of rent or breach of covenant by the Group Member. The Leases comprise all properties held or occupied by the Group Member.

of default or claimed default with respect to any Lease nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder. All real property occupied by the Group Member is subject to a written lease. The Group Member does not hold any interest in real property other than the Leases. 12.2 The Leases are properly completed and stamped and are in the possession and under the control of the related Group Member. All necessary consents for the grant of the Leases were obtained before such grant and the landlords named in the Leases were and still are the registered legal and beneficial owners thereof. The Leases contain no unusual or onerous provisions and no right of termination by the landlord thereof except on grounds of non-payment of rent or breach of covenant by the Group Member. The Leases comprise all properties held or occupied by the Group Member. 12.3 The properties subject to the Leases are not: (a) subject to any outgoings other than water rates, rent, management charges of a non-capital nature and utility charges, and the Group Member is not responsible for payment of government rent, (b) subject to any options or rights of pre-emption or first refusal in favour of any third parties; (c) to the best knowledge of the Vendors, adversely affected or likely to be adversely affected by any planning, highways, transport, utility or other proposals; or (d) in violation of any insurance policy. 12.4 Policies of insurance relating to the properties subject to the Lease are current and valid, cover the full reinstatement value thereof and are not subject to any special or unusual terms or restrictions or to the payment of any premium in excess of the normal rate for policies of the same kind. 12.5 The Vendors know of no reason why the properties subject to the Lease will not be or are likely not to be renewed on their expiry on similar terms to those in the existing Leases, save as regards reasonable commercial increases in rent. 12.6 The Group Member does not own any real estate properties. 13. ENVIRONMENTAL MATTERS 13.1 The Group Member has not committed any breach of PRC legal or regulatory requirements for the protection of the environment or of human health or amenity, and has acted at all times in conformity with all relevant PRC laws, regulations, codes of practice, guidance, notes, standards and other advisory materials issued by any local and national Governmental Authority in the PRC with regard to environmental protection and the protection of human health or amenity. 14. AGREEMENTS 14.1 Other than the Contracts (as listed in Schedule 7), the Group Member is not a party to or bound by: 41

(a) Any union contract, collective bargaining agreement or any employment contract or arrangement providing for annual salary in excess of US$10,000 with any officer or employee or with any consultant or director providing for annual compensation in excess of US$10,000; (b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (c) Any joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits;

(a) Any union contract, collective bargaining agreement or any employment contract or arrangement providing for annual salary in excess of US$10,000 with any officer or employee or with any consultant or director providing for annual compensation in excess of US$10,000; (b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (c) Any joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits; (d) Reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, US$20,000 or pursuant to which the Group Member has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, reproduction, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real or personal property in which the amount of payments which the Group Member is required to make on an annual basis exceeds US$20,000; (f) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than US$10,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Related Agreements, Closing, or the consummation of the transactions contemplated; (g) Any license, permit, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Related Agreements, the Closing or the consummation of the transactions contemplated; (h) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of US$10,000 or more; or (i) Any contract containing covenants purporting to limit the Group Member's freedom to compete in any line of business in any geographic area. All Contracts are listed and are fully described in Schedule 7, and all such Contracts are valid and in full force and effect and the Group Member has not, nor, to the knowledge of the Vendors, has any other party thereto, breached any material provisions of, or entered into default in any material 42

respect under the terms thereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a Material Adverse Change on the business of the Group Member. The Vendors have procured that the Group Member has made available to the Purchaser a copy of each Contract together with all amendments, material written waivers or other material written changes thereto. None of the parties to any of the Contracts have terminated, or, to the knowledge of the Vendors, in ay way expressed to the Group Member an intent to reduce or terminate the amount of its business with the Group Member in the future. 15. CREDITORS Each Group Member has paid its creditors within the times agreed with them. No customer or supplier of the Group Member has:

respect under the terms thereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a Material Adverse Change on the business of the Group Member. The Vendors have procured that the Group Member has made available to the Purchaser a copy of each Contract together with all amendments, material written waivers or other material written changes thereto. None of the parties to any of the Contracts have terminated, or, to the knowledge of the Vendors, in ay way expressed to the Group Member an intent to reduce or terminate the amount of its business with the Group Member in the future. 15. CREDITORS Each Group Member has paid its creditors within the times agreed with them. No customer or supplier of the Group Member has: 15.1 stopped, or indicated an intention to stop, trading with or supplying the Group Member; 15.2 reduced, or indicated an intention to reduce, substantially its trading with or supplies to the Group Member; or 15.3 changed, or indicated an intention to change, substantially the terms on which it is prepared to trade with or supply the Group Member. 16. LICENCES AND STATUTORY COMPLIANCE 16.1 Each Group Member holds and at all times has held all licences, permits, approvals and other authorisations as are necessary in order to enable it, pursuant to all applicable statues, laws, ordinances, rules and regulations of all such authorities having jurisdiction over it or any part of its operations, to own, operate, and use all its assets, to conduct its business as it is currently being conducted, and to sell and provide products and services as they are currently sold and provided. All such licences, permits, approvals, and authorisations are in full force and effect. No violations or claimed violations have been recorded or alleged in respect of any such licences, permits, approvals or authorisations, or any such statute, law, ordinance, rule or regulation, and no proceeding is pending or, to the knowledge of the Vendors, threatened or contemplated with respect to the revocation or limitation of the same. The Acquisition Transaction and Subscription Transaction will not cause such license, permits, approvals and other authorizations to be revoked or limited in any respects and will not cause the breach of any such any such statute, law, ordinance, rule or regulation by the Group Member. 16.2 The Group Member has conducted its business and its corporate affairs in accordance with all applicable PRC laws and has not done or omitted to do anything in contravention or breach of any law of the PRC or elsewhere applicable to it or the business of it which would have a Material Adverse Effect upon the assets or business of the Group. 16.3 The Group Member has at all times carried on business in all respects in accordance with, and all acts and things done or performed by it are within, the scope of business 43

specified in its articles of association and the business licence of such Group Member, respectively. 16.4 None of the Group Member nor any of its respective Affiliates, directors, officers, agents, employees or other persons acting on its behalf, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds. None of the Group Member nor any of its respective Affiliates, directors, officers, agents, employees or other persons acting on their behalf, has accepted or received any unlawful contributions, payments, gifts, or expenditures. 17. EMPLOYEES

specified in its articles of association and the business licence of such Group Member, respectively. 16.4 None of the Group Member nor any of its respective Affiliates, directors, officers, agents, employees or other persons acting on its behalf, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds. None of the Group Member nor any of its respective Affiliates, directors, officers, agents, employees or other persons acting on their behalf, has accepted or received any unlawful contributions, payments, gifts, or expenditures. 17. EMPLOYEES 17.1 The Group Member has not received notice of resignation from any member of the Management Team. 17.2 There is no employment or other contract of engagement between the Group Member and any person which is in suspension or has been terminated but is capable of being revived or enforced or in respect of which it has a continuing obligation. 17.3 The Group Member has in relation to each of its employees (and, so far as relevant, to each of its former employees): (a) complied with applicable national and local labour regulations, and all other obligations imposed on it by, and all orders and awards made under all regulations, codes of conduct and practice, collective agreements, customs and practices relevant to the relations between it and its employees or any trade union or the conditions of service of its employees; (b) maintained current, adequate and suitable records regarding the service of each of its employees; and (c) entered into appropriate agreements with each employee stating that all work product, inventions (patentable or unpatentable), trade secrets and copyrights, together with any applications for patents and the patents which may issue thereunder and registrations of copyrights, to which he has made a creative contribution to a substantive feature of any invention which he made in connection with the performance of tasks under his employment contract or made mainly by making use of the Group Member's money, equipment, parts, materials or technical data not disclosed to the public are the property of the Group Member and agreeing to treat all Group Member information or third party owned Confidential Information as confidential. 17.4 The Group Member has fully paid or contributed to pension, medical care, unemployment and all other social security funds or employees benefits required by Law or agreement for some of the all employees of the Group Member and the Vendors undertake that they will cause the Group Member to fully paid such funds or benefits for all the employees of the Group Member pursuant to related Law or agreement at Closing, and there is no dispute or (save for potential dispute with respect to the aforesaid currently unpaid funds or benefits) potential dispute in connection with any such funds or benefits. 44

17.5 The Group Member has no written or oral contract of employment or other employment agreement with any of its employees (including any contracts relating to the temporary use or loaning of employees) that are not terminable at will by the Group Member without payment of severance or termination payments or benefits. The Group Member is not a party to any pending or threatened labor dispute concerning such the Group Member's business or employment practices or the subject of any organizing drive, labor grievance or petition to certify a labor union. The Group Member has complied with all applicable laws, treaties, ordinances, rules, and regulations and requirements relating to the employment of labor. There are no claims pending or threatened to be brought against the Group Member, in any court or administrative agency by any former or current Group Member employees. 17.6 Neither the execution and delivery of this Agreement nor the Related Agreements will: (a) result in any payment by the Group Member (including severance, unemployment compensation, parachute

17.5 The Group Member has no written or oral contract of employment or other employment agreement with any of its employees (including any contracts relating to the temporary use or loaning of employees) that are not terminable at will by the Group Member without payment of severance or termination payments or benefits. The Group Member is not a party to any pending or threatened labor dispute concerning such the Group Member's business or employment practices or the subject of any organizing drive, labor grievance or petition to certify a labor union. The Group Member has complied with all applicable laws, treaties, ordinances, rules, and regulations and requirements relating to the employment of labor. There are no claims pending or threatened to be brought against the Group Member, in any court or administrative agency by any former or current Group Member employees. 17.6 Neither the execution and delivery of this Agreement nor the Related Agreements will: (a) result in any payment by the Group Member (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee, or independent contractor of the Group Member under any employee benefit plan, agreement, or otherwise, (b) increase any benefits otherwise payable under any employee benefit plan or agreement, or (c) result in the acceleration of the time of payment or vesting of any such benefits. 18. LIABILITIES 18.1 INDEBTEDNESS Except as disclosed in the Accounts, the Group Member does not have outstanding and has not agreed to create or incur loan capital, borrowing or indebtedness in the nature of borrowing. 18.2 THIRD PARTY SECURITY The Group Member has no powers of attorney outstanding nor any obligations or liabilities (absolute or contingent) as guarantor, surety, cosigner, endorser, co-maker, or otherwise respecting the obligations or liabilities of any person, corporation, partnership, joint venture, association, organization, or other entity under a mortgage, pledge, guarantee, indemnity or other agreement or arrangement, other than as an endorser of negotiable instruments in the ordinary course of business. 18.3 EVENTS OF DEFAULT No event has occurred or been alleged to have occurred which: (a) constitutes or will constitute an event of default, or otherwise gives rise to an obligation to repay, under an agreement relating to borrowing or indebtedness in the nature of borrowing; or (b) will lead to an Encumbrance created or constituted in connection with borrowing or indebtedness in the nature of borrowing, a guarantee, an 45

indemnity or other obligation of any of the Group Member becoming enforceable. 18.4 NO DEFAULTS The Group Member is not, nor has it received written notice that it would be with the passage of time, in default or violation of any term, condition, or provision of (i) its Charter Documents; (ii) any judgment, decree, or order to which the Group Member is a named party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which the Group Member is now a party or by which it or any of its properties or assets is bound, except for defaults and violations which have been cured or, individually or in the aggregate, would not have a Material Adverse Change on the business of the Group

indemnity or other obligation of any of the Group Member becoming enforceable. 18.4 NO DEFAULTS The Group Member is not, nor has it received written notice that it would be with the passage of time, in default or violation of any term, condition, or provision of (i) its Charter Documents; (ii) any judgment, decree, or order to which the Group Member is a named party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which the Group Member is now a party or by which it or any of its properties or assets is bound, except for defaults and violations which have been cured or, individually or in the aggregate, would not have a Material Adverse Change on the business of the Group Member. 18.5 BROKERS AND FINDERS The Group Member has not retained any broker, finder, or investment banker in connection with this Agreement or any of the transactions contemplated by this Agreement, nor does it owe any fee or other amount to any broker, finder, or investment banker in connection with this Agreement or the transactions contemplated by this Agreement. 19. INSOLVENCY 19.1 No order has been made or application for bankruptcy presented to the court or resolution passed for the winding up of the Group Member; no distress, execution or other process has been levied on any of its assets; it has not stopped payment or become unable to pay its debts or become insolvent under Laws and it has not applied for conciliation in order to settle its debts; no liquidation committee has been appointed by it, the court or any other person for the purpose of liquidating the business or assets of it or any part thereof; no meeting of the creditors of it has been held or is in prospect; no ruling declaring the bankruptcy of it has been made and no public announcement in respect of the same has been pronounced by the court, and there is no unfulfilled or unsatisfied judgement or order of the court or other authorities outstanding against it; and there has been no delay by it in the payment of any obligation due for payment. 20. LITIGATION AND COMPLIANCE WITH LAW 20.1 LITIGATION AND OTHER PROCEEDINGS None of the Group Member nor any of its past or present officers, directors, employees, or agent is a party to any pending or, threatened action, suit, labor dispute (including any union representation proceeding), proceeding, investigation, or discrimination claim in or by any court or governmental board, commission, agency, department, or officer, or any arbitrator, arising from the actions or omissions of the Group Member or agent or, in the case of an individual, from acts in his or her capacity as an officer, director, employee, agent or contractor of the Group Member, which individually or in the aggregate would have a Material Adverse Effect. The Group Member is not a named party to any order, writ, judgment, decree, or injunction. 46

20.2 COMPLIANCE WITH LAW The Group Member has conducted its business and dealt with its assets in all material respects in accordance with all applicable legal and administrative requirements in any relevant jurisdiction. 21. ARRANGEMENTS WITH CONNECTED PERSONS ETC. 21.1 All amounts outstanding and appearing in the books of the Group Member as loan accounts or as due to directors or shareholders wholly represent money or money's worth paid or transferred to the Group Member as the case may be or remuneration accrued due and payable for services rendered. All amounts outstanding between the Vendors and the Group Member are specifically disclosed in the Accounts.

20.2 COMPLIANCE WITH LAW The Group Member has conducted its business and dealt with its assets in all material respects in accordance with all applicable legal and administrative requirements in any relevant jurisdiction. 21. ARRANGEMENTS WITH CONNECTED PERSONS ETC. 21.1 All amounts outstanding and appearing in the books of the Group Member as loan accounts or as due to directors or shareholders wholly represent money or money's worth paid or transferred to the Group Member as the case may be or remuneration accrued due and payable for services rendered. All amounts outstanding between the Vendors and the Group Member are specifically disclosed in the Accounts. 21.2 All costs incurred by the Group Member have been charged to the Group Member. 21.3 None of the Vendors (or any person connected with the Vendors) is at the date hereof either individually or collectively or with any other person or persons engaged in any other business or concerned or interested in any way whatsoever in any other business of a similar nature to or competitive with that carried on by the Group Member. 21.4 Notwithstanding the aforesaid, except: (a) for relationships with the Group Member as an officer, director, or employee thereof (and compensation by the Group Member in consideration of such services); (b) for relationships with the Group Member as shareholders none of the directors, officers, or holders of 5% or more of the equity interest (or any family member of any of the foregoing), is presently a party to, or was a party to during the year preceding the date of this Agreement, any transaction with the Group Member, involving more than US$20,000, including, any contract, agreement, or other legally binding arrangement (i) providing for the furnishing of services to or by, (ii) providing for rental of real or personal property to or from, or (iii) otherwise requiring payments to or from, any such person or any corporation, partnership, trust, or other entity in which any such person has or had a 5% or more interest (as a shareholder, partner, beneficiary, or otherwise) or is or was a director, officer, employee, or trustee. None of any Group Member's officers or directors has any interest in any property, real or personal, tangible or intangible, used in the business of the Group Member. 22. CONSTITUTION AND RETURNS 22.1 The Group Member's current shareholders agreement and articles of association were duly executed and delivered by the relevant parties thereto and are legal, valid, binding and enforceable in accordance with their respective terms. There is no circumstance which would give rise to the early termination or changes of the current articles of association of the Group Member or the term of operation of the Group Member as stated in its business licence and no order or petition has been made or presented save for the necessity of the adoption of the AOA and JVA as contemplated 47

in the Acquisition Transaction and Subscription Transaction which will replace or amend Company's current articles of association. 22.2 Save for the appointment of new directors of the board of the Company as contemplated in the Acquisition Transaction and Subscription Transaction, no changes will be imposed on the Group Member's current board of the directors(or in the case of no board of the directors, the statutory executive director) from the date of the signing of the Agreement. 22.3 The Group Member is operating and has always operated its business in all respects in accordance with its shareholders agreement, articles of association and business licence.

in the Acquisition Transaction and Subscription Transaction which will replace or amend Company's current articles of association. 22.2 Save for the appointment of new directors of the board of the Company as contemplated in the Acquisition Transaction and Subscription Transaction, no changes will be imposed on the Group Member's current board of the directors(or in the case of no board of the directors, the statutory executive director) from the date of the signing of the Agreement. 22.3 The Group Member is operating and has always operated its business in all respects in accordance with its shareholders agreement, articles of association and business licence. 22.4 All returns, particulars, resolutions and other documents required to be filed with or delivered to the PRC State Administration for Industry and Commerce or any other authority in respect of the Group Member have been properly filed or delivered. 23. RELIANCE The foregoing representations and warranties are made by the Vendors with the knowledge and expectation that the Purchaser are placing reliance thereon. 48

SCHEDULE 5 1. THE LISTS OF OWNED INTELLECTUAL PROPERTY: www.hycon.cn www.hyperlink-china.com www.datandata.com www.edata-china.com www.chinaindia.com.cn www.chinadia.com.cn 2. THE LISTS OF LICENSED INTELLECTUAL PROPERTY WINCATI SOFTWARE SYSTEM 49

SCHEDULE 6 List of all the Leases 50

SCHEDULE 7 List of all contracts where 1. The Company is one party to the agreement 2. Guangzhou Hyperlink is one party to the agreement 51

SCHEDULE 5 1. THE LISTS OF OWNED INTELLECTUAL PROPERTY: www.hycon.cn www.hyperlink-china.com www.datandata.com www.edata-china.com www.chinaindia.com.cn www.chinadia.com.cn 2. THE LISTS OF LICENSED INTELLECTUAL PROPERTY WINCATI SOFTWARE SYSTEM 49

SCHEDULE 6 List of all the Leases 50

SCHEDULE 7 List of all contracts where 1. The Company is one party to the agreement 2. Guangzhou Hyperlink is one party to the agreement 51

SCHEDULE 8 LIST OF BANK ACCOUNTS AND DETAILS 52

SCHEDULE 9 LIST OF ASSETS 53

SCHEDULE 10 FINANCIAL STATEMENTS 54

SCHEDULE 6 List of all the Leases 50

SCHEDULE 7 List of all contracts where 1. The Company is one party to the agreement 2. Guangzhou Hyperlink is one party to the agreement 51

SCHEDULE 8 LIST OF BANK ACCOUNTS AND DETAILS 52

SCHEDULE 9 LIST OF ASSETS 53

SCHEDULE 10 FINANCIAL STATEMENTS 54

ANNEX 1 ARTICLES OF ASSOCIATION FOR COMPANY 55

ANNEX 2 SHAREHOLDERS AGREEMENT 56

ANNEX 3 SUBSCRIPTION AGREEMENT

SCHEDULE 7 List of all contracts where 1. The Company is one party to the agreement 2. Guangzhou Hyperlink is one party to the agreement 51

SCHEDULE 8 LIST OF BANK ACCOUNTS AND DETAILS 52

SCHEDULE 9 LIST OF ASSETS 53

SCHEDULE 10 FINANCIAL STATEMENTS 54

ANNEX 1 ARTICLES OF ASSOCIATION FOR COMPANY 55

ANNEX 2 SHAREHOLDERS AGREEMENT 56

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EXHIBIT 10.35

SCHEDULE 8 LIST OF BANK ACCOUNTS AND DETAILS 52

SCHEDULE 9 LIST OF ASSETS 53

SCHEDULE 10 FINANCIAL STATEMENTS 54

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ANNEX 2 SHAREHOLDERS AGREEMENT 56

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EXHIBIT 10.35 Translation EQUITY TRANSFER AGREEMENT OF XIE WEI AND LU QINYONG AND

SCHEDULE 9 LIST OF ASSETS 53

SCHEDULE 10 FINANCIAL STATEMENTS 54

ANNEX 1 ARTICLES OF ASSOCIATION FOR COMPANY 55

ANNEX 2 SHAREHOLDERS AGREEMENT 56

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EXHIBIT 10.35 Translation EQUITY TRANSFER AGREEMENT OF XIE WEI AND LU QINYONG AND BEIJING TAIDE ADVERTISING CO. LTD WITH RESPECT TO SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD. 2006

SCHEDULE 10 FINANCIAL STATEMENTS 54

ANNEX 1 ARTICLES OF ASSOCIATION FOR COMPANY 55

ANNEX 2 SHAREHOLDERS AGREEMENT 56

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EXHIBIT 10.35 Translation EQUITY TRANSFER AGREEMENT OF XIE WEI AND LU QINYONG AND BEIJING TAIDE ADVERTISING CO. LTD WITH RESPECT TO SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD. 2006 1

TABLE OF CONTENT
ARTICLE 1 Equity Transfer

ANNEX 1 ARTICLES OF ASSOCIATION FOR COMPANY 55

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EXHIBIT 10.35 Translation EQUITY TRANSFER AGREEMENT OF XIE WEI AND LU QINYONG AND BEIJING TAIDE ADVERTISING CO. LTD WITH RESPECT TO SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD. 2006 1

TABLE OF CONTENT
ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE 1 2 3 4 5 6 7 8 9 10 Equity Transfer Equity Transfer Price Amendments to Articles of Association Transferor's Warranties Transferee's Warranties Profits and Losses Sharing after Equity Transfer Tax Transfer of the Agreement Confidentiality Liabilities for Breaching the Agreement

ANNEX 2 SHAREHOLDERS AGREEMENT 56

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EXHIBIT 10.35 Translation EQUITY TRANSFER AGREEMENT OF XIE WEI AND LU QINYONG AND BEIJING TAIDE ADVERTISING CO. LTD WITH RESPECT TO SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD. 2006 1

TABLE OF CONTENT
ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Equity Transfer Equity Transfer Price Amendments to Articles of Association Transferor's Warranties Transferee's Warranties Profits and Losses Sharing after Equity Transfer Tax Transfer of the Agreement Confidentiality Liabilities for Breaching the Agreement Notifications Changes and Amendments Applicable Laws and Dispute Resolution Interpretation of the Agreement Effectiveness and Languages

2

ANNEX 3 SUBSCRIPTION AGREEMENT THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. 57

EXHIBIT 10.35 Translation EQUITY TRANSFER AGREEMENT OF XIE WEI AND LU QINYONG AND BEIJING TAIDE ADVERTISING CO. LTD WITH RESPECT TO SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD. 2006 1

TABLE OF CONTENT
ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Equity Transfer Equity Transfer Price Amendments to Articles of Association Transferor's Warranties Transferee's Warranties Profits and Losses Sharing after Equity Transfer Tax Transfer of the Agreement Confidentiality Liabilities for Breaching the Agreement Notifications Changes and Amendments Applicable Laws and Dispute Resolution Interpretation of the Agreement Effectiveness and Languages

2

Equity Transfer Agreement This agreement was signed by the following parties in Shanghai on June 14th, 2006: 1. The transferor: Xie Wei (Chinese ID Card number: 310103196911060835)

EXHIBIT 10.35 Translation EQUITY TRANSFER AGREEMENT OF XIE WEI AND LU QINYONG AND BEIJING TAIDE ADVERTISING CO. LTD WITH RESPECT TO SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD. 2006 1

TABLE OF CONTENT
ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Equity Transfer Equity Transfer Price Amendments to Articles of Association Transferor's Warranties Transferee's Warranties Profits and Losses Sharing after Equity Transfer Tax Transfer of the Agreement Confidentiality Liabilities for Breaching the Agreement Notifications Changes and Amendments Applicable Laws and Dispute Resolution Interpretation of the Agreement Effectiveness and Languages

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Equity Transfer Agreement This agreement was signed by the following parties in Shanghai on June 14th, 2006: 1. The transferor: Xie Wei (Chinese ID Card number: 310103196911060835) Lu Qin Yong (Chinese ID Card number: 310109197010053614) 2. The transferee: Beijing Taide Advertising Co. Ltd (hereafter as the "Buyer") Address: Rm 103, Unit 2, Red Building 16, Block 5 Beijing Sports and Kinesiology University East Yuanmingyuan Road, Haidian District, Beijing Legal Representative: Wang Yonghong Whereas:

TABLE OF CONTENT
ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Equity Transfer Equity Transfer Price Amendments to Articles of Association Transferor's Warranties Transferee's Warranties Profits and Losses Sharing after Equity Transfer Tax Transfer of the Agreement Confidentiality Liabilities for Breaching the Agreement Notifications Changes and Amendments Applicable Laws and Dispute Resolution Interpretation of the Agreement Effectiveness and Languages

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Equity Transfer Agreement This agreement was signed by the following parties in Shanghai on June 14th, 2006: 1. The transferor: Xie Wei (Chinese ID Card number: 310103196911060835) Lu Qin Yong (Chinese ID Card number: 310109197010053614) 2. The transferee: Beijing Taide Advertising Co. Ltd (hereafter as the "Buyer") Address: Rm 103, Unit 2, Red Building 16, Block 5 Beijing Sports and Kinesiology University East Yuanmingyuan Road, Haidian District, Beijing Legal Representative: Wang Yonghong Whereas: 1. Shanghai Hyperlink Market Research Co. Ltd. (hereafter as "Shanghai Hyperlink") is limited-liability corporation incorporated according to the laws of China, with its location at Room B-123, Hexiang Road, White Crane Town, Qingpu District, Shanghai, China, with a registered capital of RMB500,000, and with a business scope in marketing research and information consultancy service. 2. Xie Wei is a Chinese citizen, who holds 80% of the equity of Shanghai Hyperlink; 3. Lu Qinyong is a Chinese citizen, who holds 20% of the equity of Shanghai Hyperlink. After consultation in the spirit of equality, the parties agree to implement this equity transfer of Shanghai Hyperlink pursuant to the articles and conditions in this agreement. Therefore, the parties agree as follows: ARTICLE 1 EQUITY TRANSFER 1.1 The parties agree: Xie Wei agrees to transfer 40.8% of the equity of Shanghai Hyperlink that Xie Wei holds to the Buyer pursuant to the terms in this agreement, Lu Qinyong agrees to transfer 10.2% of the equity of Shanghai Hyperlink that Lu 3

Qinyong holds to the Buyer pursuant to the terms in this agreement, and the Buyer agrees to accept the aforementioned 51% of the equity of Shanghai Hyperlink held by Xie Wei and Lu Qinyong pursuant to the terms in this agreement. After the completion of this equity transfer, Xie Wei holds 39.2% of the equity of Shanghai

Equity Transfer Agreement This agreement was signed by the following parties in Shanghai on June 14th, 2006: 1. The transferor: Xie Wei (Chinese ID Card number: 310103196911060835) Lu Qin Yong (Chinese ID Card number: 310109197010053614) 2. The transferee: Beijing Taide Advertising Co. Ltd (hereafter as the "Buyer") Address: Rm 103, Unit 2, Red Building 16, Block 5 Beijing Sports and Kinesiology University East Yuanmingyuan Road, Haidian District, Beijing Legal Representative: Wang Yonghong Whereas: 1. Shanghai Hyperlink Market Research Co. Ltd. (hereafter as "Shanghai Hyperlink") is limited-liability corporation incorporated according to the laws of China, with its location at Room B-123, Hexiang Road, White Crane Town, Qingpu District, Shanghai, China, with a registered capital of RMB500,000, and with a business scope in marketing research and information consultancy service. 2. Xie Wei is a Chinese citizen, who holds 80% of the equity of Shanghai Hyperlink; 3. Lu Qinyong is a Chinese citizen, who holds 20% of the equity of Shanghai Hyperlink. After consultation in the spirit of equality, the parties agree to implement this equity transfer of Shanghai Hyperlink pursuant to the articles and conditions in this agreement. Therefore, the parties agree as follows: ARTICLE 1 EQUITY TRANSFER 1.1 The parties agree: Xie Wei agrees to transfer 40.8% of the equity of Shanghai Hyperlink that Xie Wei holds to the Buyer pursuant to the terms in this agreement, Lu Qinyong agrees to transfer 10.2% of the equity of Shanghai Hyperlink that Lu 3

Qinyong holds to the Buyer pursuant to the terms in this agreement, and the Buyer agrees to accept the aforementioned 51% of the equity of Shanghai Hyperlink held by Xie Wei and Lu Qinyong pursuant to the terms in this agreement. After the completion of this equity transfer, Xie Wei holds 39.2% of the equity of Shanghai Hyperlink, Lu Qinyong holds 9.8% of the equity of Shanghai Hyperlink, and the Buyer holds 51% of the equity of Shanghai Hyperlink. 1.2 Within 10 business days upon the signing of this agreement, the parties should jointly conduct the transfer procedures of the concerned equity transfer pursuant to the relevant laws and regulations, to the requirements of government administrations or authorized departments, including but not limited to conducting changes in the equity in the registration with the Industry and Commerce Administration Bureau. The parties should unconditionally submit all the required written materials to perform this agreement. ARTICLE 2 EQUITY TRANSFER PRICE 2.1 After consultation, the parties agree on the specified price for the concerned equity transfer, with the total amount of RMB255,000 (hereafter as "equity transfer price"). 2.2 After Xie Wei and Lu Qinyong complete this equity transfer and changes of registration of the new Articles of Association with the Industry and Commerce Administration Bureau, the Buyer should make a one-time full payment at the equity transfer price within the time limit agreed upon by the parties to the bank account designated by Xie Wei and Lu Qinyong.

Qinyong holds to the Buyer pursuant to the terms in this agreement, and the Buyer agrees to accept the aforementioned 51% of the equity of Shanghai Hyperlink held by Xie Wei and Lu Qinyong pursuant to the terms in this agreement. After the completion of this equity transfer, Xie Wei holds 39.2% of the equity of Shanghai Hyperlink, Lu Qinyong holds 9.8% of the equity of Shanghai Hyperlink, and the Buyer holds 51% of the equity of Shanghai Hyperlink. 1.2 Within 10 business days upon the signing of this agreement, the parties should jointly conduct the transfer procedures of the concerned equity transfer pursuant to the relevant laws and regulations, to the requirements of government administrations or authorized departments, including but not limited to conducting changes in the equity in the registration with the Industry and Commerce Administration Bureau. The parties should unconditionally submit all the required written materials to perform this agreement. ARTICLE 2 EQUITY TRANSFER PRICE 2.1 After consultation, the parties agree on the specified price for the concerned equity transfer, with the total amount of RMB255,000 (hereafter as "equity transfer price"). 2.2 After Xie Wei and Lu Qinyong complete this equity transfer and changes of registration of the new Articles of Association with the Industry and Commerce Administration Bureau, the Buyer should make a one-time full payment at the equity transfer price within the time limit agreed upon by the parties to the bank account designated by Xie Wei and Lu Qinyong. ARTICLE 3 AMENDMENTS TO THE ARTICLES OF ASSOCIATION 3.1 Upon the execution of this agreement, the parties shall sign the Articles of Association of Shanghai Hyperlink (hereafter as "new Articles of Association"). The parties agree that when the new Articles of Association is being registered with the Industry and Commerce Administration Bureau, the Board of Directors of Shanghai Hyperlink is set up according to the new Articles of Association to allow adjustment in the management staff. 4

3.2 The parties agree that after this equity transfer, the Board of Directors of Shanghai Hyperlink consists of 5 members, with 3 of them nominated by the Buyer and the other 2 nominated respectively by Xie Wei and Lu Qinyong. ARTICLE 4 TRANSFEROR'S WARRANTIES 4.1 On the signing date of this agreement, Xie Wei and Lu Qinyong respectively warrants that: (1) Xie Wei and Lu Qinyong's execution and performance of this agreement: (i) Is with complete power; (ii) Is not in violation of the laws that are binding on or having impact on Xie Wei and Lu Qinyong or in violation of the restrictions of contracts; (2) When signing this agreement, Xie Wei and Lu Qinyong have effectively obtained ownership, usage, benefit and disposition rights to the equity intended to be transferred to the Buyer pursuant to this agreement, and the equity intended for the transfer has not been seized by the government, frozen, or encumbered with any guarantee rights. 4.2 Xie Wei and Lu Qinyong undertake to bear all economic and legal liabilities that arise from violating the warranties in terms above and to pay for all possible losses to the Buyer. However, if Xie Wei and Lu Qinyong's violation of the above warranties is caused by the Buyer, Xie Wei and Lu Qinyong shall not be liable. ARTICLE 5 TRANSFEREE'S WARRANTIES

3.2 The parties agree that after this equity transfer, the Board of Directors of Shanghai Hyperlink consists of 5 members, with 3 of them nominated by the Buyer and the other 2 nominated respectively by Xie Wei and Lu Qinyong. ARTICLE 4 TRANSFEROR'S WARRANTIES 4.1 On the signing date of this agreement, Xie Wei and Lu Qinyong respectively warrants that: (1) Xie Wei and Lu Qinyong's execution and performance of this agreement: (i) Is with complete power; (ii) Is not in violation of the laws that are binding on or having impact on Xie Wei and Lu Qinyong or in violation of the restrictions of contracts; (2) When signing this agreement, Xie Wei and Lu Qinyong have effectively obtained ownership, usage, benefit and disposition rights to the equity intended to be transferred to the Buyer pursuant to this agreement, and the equity intended for the transfer has not been seized by the government, frozen, or encumbered with any guarantee rights. 4.2 Xie Wei and Lu Qinyong undertake to bear all economic and legal liabilities that arise from violating the warranties in terms above and to pay for all possible losses to the Buyer. However, if Xie Wei and Lu Qinyong's violation of the above warranties is caused by the Buyer, Xie Wei and Lu Qinyong shall not be liable. ARTICLE 5 TRANSFEREE'S WARRANTIES 5.1 On the signing date of this agreement, the Buyer warrants that: (1) The Buyer is a lawfully subsisting business entity that is lawfully incorporated according to the laws of the People's Republic of China; (2) The Buyer's execution and performance of this agreement: (i) Is within the Buyer's power and business scope; (ii) Shows that it has taken necessary corporate actions to give appropriate authorization; 5

(iii) is not violating the laws that are binding on or having impact on the Buyer or violating the restrictions of contracts. 5.2 The Buyer undertakes to bear all economic and legal liabilities that arise from violating the warranties in terms above and to pay for any possible losses to Xie Wei and Lu Qinyong. However, if the Buyer's violation of the above warranties is caused by reasons of Xie Wei and Lu Qinyong, Xie Wei and Lu Qinyong shall not be found liable. ARTICLE 6 PROFITS AND LOSSES SHARING AFTER THE EQUITY TRANSFER 6.1 From the date of the changes in the equity, the profits and losses of Shanghai Hyperlink shall be shared according to the proportions of equity held by Xie Wei, Lu Qinyong, and the Buyer after this equity transfer. ARTICLE 7 TAX 7.1 Except where there are other agreements among the parties, the tax involved in this equity transfer under this agreement is to be lawfully borne respectively by the parties and Shanghai Hyperlink pursuant to the laws of the People's Republic of China and to the current relevant regulations specified by relevant government departments.

(iii) is not violating the laws that are binding on or having impact on the Buyer or violating the restrictions of contracts. 5.2 The Buyer undertakes to bear all economic and legal liabilities that arise from violating the warranties in terms above and to pay for any possible losses to Xie Wei and Lu Qinyong. However, if the Buyer's violation of the above warranties is caused by reasons of Xie Wei and Lu Qinyong, Xie Wei and Lu Qinyong shall not be found liable. ARTICLE 6 PROFITS AND LOSSES SHARING AFTER THE EQUITY TRANSFER 6.1 From the date of the changes in the equity, the profits and losses of Shanghai Hyperlink shall be shared according to the proportions of equity held by Xie Wei, Lu Qinyong, and the Buyer after this equity transfer. ARTICLE 7 TAX 7.1 Except where there are other agreements among the parties, the tax involved in this equity transfer under this agreement is to be lawfully borne respectively by the parties and Shanghai Hyperlink pursuant to the laws of the People's Republic of China and to the current relevant regulations specified by relevant government departments. ARTICLE 8 TRANSFER OF THE AGREEMENT 8.1 Unless it is approved in writing by the other party, none of the parties shall transfer this agreement or any part of this agreement or any rights, benefits and duties under this agreement to any third party; however, if the Buyer transfers its equity of Shanghai Hyperlink to a third party, then the Buyer has the right to transfer its rights, benefits and/or duties under this agreement to the third party, who is the transferee of the equity. ARTICLE 9 CONFIDENTIALITY 9.1 After the signing of this agreement, unless with advance written approval from the other party, all the parties should be committed to the following duties of 6

confidentiality, whether or not this equity transfer is completed or whether or not this agreement has been terminated, discontinued, dismissed, believed to be invalid or has been performed: (1) None of the parties shall disclose to any third party this agreement and the transactions under this agreement and any documents related to this equity transfer (hereafter as "confidential documents"); (2) The parties can only use the confidential documents and their content for the purpose of transactions under this agreement and not for any other purpose. 9.2 If the parties in this agreement disclose confidential documents for the following reasons, they are not restricted by Article 9.1: (1) Disclose to the parties in this agreement, to the directors, supervisors, and senior management of Shanghai Hyperlink, and to the financial consultants, accountants and lawyers hired by the parties; (2) In observance of the obligatory rules of laws and regulations; (3) As required by government administrations. ARTICLE 10 LIABILITIES FOR BREACHING THE AGREEMENT 10.1 If a party in this agreement breaches the agreement and causes the agreement not to be performed or not to be fully performed, the responsibilities arising from breaching should be borne by the breaching party. If the parties breach the agreement, then each party should bear the responsibilities arising from its own breaching.

confidentiality, whether or not this equity transfer is completed or whether or not this agreement has been terminated, discontinued, dismissed, believed to be invalid or has been performed: (1) None of the parties shall disclose to any third party this agreement and the transactions under this agreement and any documents related to this equity transfer (hereafter as "confidential documents"); (2) The parties can only use the confidential documents and their content for the purpose of transactions under this agreement and not for any other purpose. 9.2 If the parties in this agreement disclose confidential documents for the following reasons, they are not restricted by Article 9.1: (1) Disclose to the parties in this agreement, to the directors, supervisors, and senior management of Shanghai Hyperlink, and to the financial consultants, accountants and lawyers hired by the parties; (2) In observance of the obligatory rules of laws and regulations; (3) As required by government administrations. ARTICLE 10 LIABILITIES FOR BREACHING THE AGREEMENT 10.1 If a party in this agreement breaches the agreement and causes the agreement not to be performed or not to be fully performed, the responsibilities arising from breaching should be borne by the breaching party. If the parties breach the agreement, then each party should bear the responsibilities arising from its own breaching. 10.2 From the date of signing this agreement, if it requires the parties to cooperate in preparing application materials, official stamps and etc. in the process of implementing the agreement, the parties should reasonably and actively cooperate and should never cause delay. The party that causes losses to other parties shall be liable for claims for the losses. 7

10.3 For responsibilities due to force majeure and not due to any of the parties and leading to inability to complete this equity transfer, the parties are mutually exempt from legal liabilities. 10.4 In case of errors of any party that lead to inability to perform the application for approval of this equity transfer and the procedure for changes in the registration with the Industry and Commerce Administration Bureau pursuant to the terms in this agreement, the party committing errors should compensate the non-defaulting party (parties) for the actual losses in full amounts. 10.5 This article shall still survive even if this agreement is terminated, discontinued, dismissed or believed to be invalid. ARTICLE 11 NOTIFICATIONS 11.1 Any notification under this agreement or notifications related to this agreement sent by any party in this agreement should be in writing. 11.2 Any notification delivered by a designated person is deemed to have been delivered upon the signing by the addressee. If a registered mail is used, it is deemed to have been delivered 7 days after it was sent to the address of the addressee. ARTICLE 12 CHANGES AND AMENDMENTS 12.1 The changes and amendments to this agreement should be made in writing after the parties consult with each other and reach consensus.

10.3 For responsibilities due to force majeure and not due to any of the parties and leading to inability to complete this equity transfer, the parties are mutually exempt from legal liabilities. 10.4 In case of errors of any party that lead to inability to perform the application for approval of this equity transfer and the procedure for changes in the registration with the Industry and Commerce Administration Bureau pursuant to the terms in this agreement, the party committing errors should compensate the non-defaulting party (parties) for the actual losses in full amounts. 10.5 This article shall still survive even if this agreement is terminated, discontinued, dismissed or believed to be invalid. ARTICLE 11 NOTIFICATIONS 11.1 Any notification under this agreement or notifications related to this agreement sent by any party in this agreement should be in writing. 11.2 Any notification delivered by a designated person is deemed to have been delivered upon the signing by the addressee. If a registered mail is used, it is deemed to have been delivered 7 days after it was sent to the address of the addressee. ARTICLE 12 CHANGES AND AMENDMENTS 12.1 The changes and amendments to this agreement should be made in writing after the parties consult with each other and reach consensus. 12.2 The changes and amendments to this agreement constitute an inseparable part of this agreement. ARTICLE 13 APPLICABLE LAWS AND DISPUTE RESOLUTION 13.1 This agreement is governed under the jurisdiction of the laws of the People's Republic of China. 8

13.2 All disputes arising from the implementation of this agreement should be resolved by way of friendly consultation among the parties. If a consultation fails, the dispute should be submitted to Shanghai BranchCommittee of China International Economic and Trade Arbitration Committee for it to mediate according to the then applicable and effective arbitration rules the committee resorts to. 13.3 The arbitration award shall be final and binding on the parties. The arbitration fee is borne by the losing party. 13.4 Except for issues of disputes submitted for arbitration, the parties should continue to perform the other articles of this agreement. ARTICLE 14 INTERPRETATION OF THE AGREEMENT 14.1 When controversy happens among the parties in the understanding of the articles in this agreement, it is up to the parties to jointly interpret according to the principles of honesty, credibility, fairness, and rationality as well as according to transaction conventions. If no common interpretation can be reached, the discrepancy should be dealt with according to Article 13 in this agreement. ARTICLE 15 EFFECTIVENESS AND LANGUAGES 15.1 This agreement comes into effect on the date when it is signed or officially stamped by the authorized representatives from the parties. 15.2 This agreement is written in Chinese.

13.2 All disputes arising from the implementation of this agreement should be resolved by way of friendly consultation among the parties. If a consultation fails, the dispute should be submitted to Shanghai BranchCommittee of China International Economic and Trade Arbitration Committee for it to mediate according to the then applicable and effective arbitration rules the committee resorts to. 13.3 The arbitration award shall be final and binding on the parties. The arbitration fee is borne by the losing party. 13.4 Except for issues of disputes submitted for arbitration, the parties should continue to perform the other articles of this agreement. ARTICLE 14 INTERPRETATION OF THE AGREEMENT 14.1 When controversy happens among the parties in the understanding of the articles in this agreement, it is up to the parties to jointly interpret according to the principles of honesty, credibility, fairness, and rationality as well as according to transaction conventions. If no common interpretation can be reached, the discrepancy should be dealt with according to Article 13 in this agreement. ARTICLE 15 EFFECTIVENESS AND LANGUAGES 15.1 This agreement comes into effect on the date when it is signed or officially stamped by the authorized representatives from the parties. 15.2 This agreement is written in Chinese. 15.3 This agreement comes in 5 original copies, one for each party and the rest for use in submitting to government administrations for review and approval and for conducting changes in the registration with the Industry and Commerce Administration Bureau. [The rest of the page is blank.] 9

THE SIGNATURE PAGE FOR THE "EQUITY TRANSFER AGREEMENT WITH RESPECT TO SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD" Transferor
/s/ Xie Wei ------------------------------------Xie Wei

/s/ Lu Qinyong ------------------------------------Lu Qinyong

Transferee The Buyer: Beijing Taide Advertising Co. Ltd. [Company chop of Beijing Taide Advertising Co., Ltd.]
Authorized Representative: /s/ -------------------------------------

THE SIGNATURE PAGE FOR THE "EQUITY TRANSFER AGREEMENT WITH RESPECT TO SHANGHAI HYPERLINK MARKET RESEARCH CO. LTD" Transferor
/s/ Xie Wei ------------------------------------Xie Wei

/s/ Lu Qinyong ------------------------------------Lu Qinyong

Transferee The Buyer: Beijing Taide Advertising Co. Ltd. [Company chop of Beijing Taide Advertising Co., Ltd.]
Authorized Representative: /s/ -------------------------------------

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EXHIBIT 10.36 XINHUA FINANCE MEDIA LIMITED AND SINO INVESTMENT HOLDINGS LIMITED (collectively, the Investors) AND SUNGOLDEN LIMITED (Vendor)

LOAN AND SHARE PURCHASE AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF UPPER STEP HOLDINGS LIMITED

28 FEBRUARY 2006 Hong Kong

THIS LOAN AND PURCHASE AGREEMENT (this "AGREEMENT") is made on the 28th day of February 2006

EXHIBIT 10.36 XINHUA FINANCE MEDIA LIMITED AND SINO INVESTMENT HOLDINGS LIMITED (collectively, the Investors) AND SUNGOLDEN LIMITED (Vendor)

LOAN AND SHARE PURCHASE AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF UPPER STEP HOLDINGS LIMITED

28 FEBRUARY 2006 Hong Kong

THIS LOAN AND PURCHASE AGREEMENT (this "AGREEMENT") is made on the 28th day of February 2006 BETWEEN 1. XINHUA FINANCE MEDIA LIMITED, a company incorporated under the laws of the Cayman Islands with registration number 157511 and a registered address at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands, British West Indies ("XFM"); 2. SINO INVESTMENT HOLDINGS LIMITED, a company incorporated under the laws of the Commonwealth of the Bahamas with registration number 141019B and a registered address at Charlotte House, Charlotte Street, P.O. Box N-341, Nassau, Bahamas ("SINO") (and XFM and Sino shall collectively be referred to as the "INVESTORS"); and 3. SUNGOLDEN LIMITED, a company incorporated under the laws of Hong Kong with registration number 508977 and a registered address of Room 2204A, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong (the "VENDOR"). WHEREAS A. The Vendor holds all of the beneficial interests in the Offshore Group. B. XFM desires to provide a loan to the Company and the Company desires to receive a loan from XFM subject to the terms and conditions set out in this Agreement and the Loan Agreement (as defined below). C. XFM and Sino desire to purchase and the Vendor wishes to sell to XFM and Sino the interests in that number of the Sale Shares (as defined below) as set forth opposite to the Investor's name on Schedule A hereto through the sale of certain shares in certain of the Offshore Group for the Purchaser Price as set forth in Schedule A hereto subject to the terms and conditions set out in this Agreement.

THIS LOAN AND PURCHASE AGREEMENT (this "AGREEMENT") is made on the 28th day of February 2006 BETWEEN 1. XINHUA FINANCE MEDIA LIMITED, a company incorporated under the laws of the Cayman Islands with registration number 157511 and a registered address at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands, British West Indies ("XFM"); 2. SINO INVESTMENT HOLDINGS LIMITED, a company incorporated under the laws of the Commonwealth of the Bahamas with registration number 141019B and a registered address at Charlotte House, Charlotte Street, P.O. Box N-341, Nassau, Bahamas ("SINO") (and XFM and Sino shall collectively be referred to as the "INVESTORS"); and 3. SUNGOLDEN LIMITED, a company incorporated under the laws of Hong Kong with registration number 508977 and a registered address of Room 2204A, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong (the "VENDOR"). WHEREAS A. The Vendor holds all of the beneficial interests in the Offshore Group. B. XFM desires to provide a loan to the Company and the Company desires to receive a loan from XFM subject to the terms and conditions set out in this Agreement and the Loan Agreement (as defined below). C. XFM and Sino desire to purchase and the Vendor wishes to sell to XFM and Sino the interests in that number of the Sale Shares (as defined below) as set forth opposite to the Investor's name on Schedule A hereto through the sale of certain shares in certain of the Offshore Group for the Purchaser Price as set forth in Schedule A hereto subject to the terms and conditions set out in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Investors, the Company and the Vendor do hereby agree as follows: 1. DEFINITIONS 1.1 Definitions. The following terms, as used herein, have the following meanings: "ACCORD GROUP" means Accord Group Investments Limited, a company incorporated under the laws of the British Virgin Islands with registration number 661868 and a -1-

registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "ACCORD GROUP SHAREs" shall have the meaning set forth in Clause 5.1; "ACCORD GROUP STRUCTURE AGREEMENT" shall have the meaning set forth in Clause 5.3; "AFFILIATES" of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person or, in the case of a natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including stepchildren "ANCILLARY SHARE AGREEMENTS" means each of the following share purchase agreements to effect the transactions contemplated herein:

registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "ACCORD GROUP SHAREs" shall have the meaning set forth in Clause 5.1; "ACCORD GROUP STRUCTURE AGREEMENT" shall have the meaning set forth in Clause 5.3; "AFFILIATES" of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person or, in the case of a natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including stepchildren "ANCILLARY SHARE AGREEMENTS" means each of the following share purchase agreements to effect the transactions contemplated herein: (a) the share purchase agreements between XFM and Honour Rise in respect of the purchase of 70 shares in the capital of the Company; (b) the share purchase agreements between Sino and Hing Yee in respect of the purchase of 60 shares representing all of the issued shares in the capital of Quality Idea; (c) the share purchase agreements between Sino and Tai Mou in respect of the purchase of 45 shares in the capital of the Company; (d) the share purchase agreements between Sino and Tai Mou in respect 80 shares in Fine Power representing all of the issued shares in the capital of Fine Power; and (e) the share purchase agreements between XFM and Tai Mou in respect of 25 shares in the capital of the Company; "BOARD" means the board of directors of the Company; "BSG" means Beijing Shiji Guangnian Limited Co., a company incorporated under the laws of the PRC with registration No. 77156888-4 and an address at 8100, #18, Jianshe Road, Kaixuan Avenue, Liang Township, Fangshan District, Beijing; "BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday and Friday on which banks in Hong Kong or the PRC are required or permitted by laws to be open; "CHINA LEAD" means China Lead Profits Limited, a company incorporated under the laws of the British Virgin Islands with registration number 674588 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "CLOSING" shall have the meaning provided in Clause 4.3; "CLOSING DATE" shall have the meaning provided in Clause 4.3; -2-

"CLOSING DELIVERABLE AGREEMENTS" shall have the meaning provided in Clause 4.4(k); "COMPANY") means Upper Step Holdings Limited, a company incorporated under the laws of the British Virgin Islands with registration number 678363 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "COMPANY SALE SHARES" means, collectively, the Honour Rise Sale Shares and Tai Mou Sales Shares;

"CLOSING DELIVERABLE AGREEMENTS" shall have the meaning provided in Clause 4.4(k); "COMPANY") means Upper Step Holdings Limited, a company incorporated under the laws of the British Virgin Islands with registration number 678363 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "COMPANY SALE SHARES" means, collectively, the Honour Rise Sale Shares and Tai Mou Sales Shares; "COMPANY SHARES" means ordinary shares each with a par value of US$1.00 in the capital of the Company; "CONSENT" means any consent, approval, permit, license, order, or authorization of or registration, declaration, or filing with or exemption by Governmental Entity; "CONTROL", "CONTROLS", "CONTROLLED" (or any correlative term) means the possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition, a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than 50% of the voting equity interests in such other Person; "DIRECTORS" mean the members from time to time of the Board; "DISCLOSURE LETTER" means a letter described as such to be prepared by the Vendor and delivered to the Investors simultaneously with the execution of this Agreement; "ENCUMBRANCE" means and includes any interest or equity of any person (including, without prejudice to the generality of the foregoing, any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien or assignment or any other encumbrance, priority or security interest or arrangement of whatsoever nature over or in the relevant property; "FINANCIAL STATEMENTS" means the result of the financial due diligence conducted by Grant Thornton in respect of the financial condition of SCM prepared for by the Investors and delivered to the Vendor; "FINE POWER" means Fine Power Limited, a company incorporated under the laws of the British Virgin Islands with registration number 687687 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "FINE POWER SALE SHARES" shall have the meaning provided in Clause 4.1(d); "FIRST PAYMENT" means the net amount of US$10,000,000 to be paid as part of the Purchase Price in accordance with Clause 4.2(a); -3-

"FIRST PAYMENT DATE" means the date on which the First Payment is made; "GOVERNMENTAL ENTITY" means any court, regulatory body, administrative agency or commission or other governmental authority or instrumentality, whether domestic or foreign; "GROUP" means, collectively, the members of the Offshore Group and the PRC Group; "GROUP STRUCTURE AGREEMENTS" means the contracts, agreements and documents as set out in Schedule B; "HING YEE" means Hing Yee Service Limited, a company incorporated under the laws of the British Virgin Islands with registration number 675865 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

"FIRST PAYMENT DATE" means the date on which the First Payment is made; "GOVERNMENTAL ENTITY" means any court, regulatory body, administrative agency or commission or other governmental authority or instrumentality, whether domestic or foreign; "GROUP" means, collectively, the members of the Offshore Group and the PRC Group; "GROUP STRUCTURE AGREEMENTS" means the contracts, agreements and documents as set out in Schedule B; "HING YEE" means Hing Yee Service Limited, a company incorporated under the laws of the British Virgin Islands with registration number 675865 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "HONG KONG" means the Hong Kong Special Administrative Region of the PRC; "HONOUR RISE" means Honour Rise Services Limited, a company incorporated under the laws of the British Virgin Islands with registration number 686228 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "HONOUR RISE SALE SHARES" shall have the meaning provided in Clause 4.1(a); "IMTV" means Inner Mongolia TV Station, an entity established under the laws of the People's Republic of China and an address at No. 55 Xia Hua Da Jie, Hu He Hao Te, Inner Mongolia; "INDEMNIFIED PARTY" shall have the meaning provided in Clause 12.4; "INDEMNIFYING PARTY" shall have the meaning provided in Clause 12.4; "INVESTOR CONTROLLED COMPANIES" shall mean the Company, China Lead, the WFOE and the PRC Company; "LICENSED INTELLECTUAL PROPERTY" means any and all license rights granted to SCM in any third party intellectual property or other proprietary or personal rights, including any and all of the following that are licensed to SCM anywhere in the world: (1) trademarks, trade names, service marks and trade dress, and all goodwill associated with trademarks, trade names, service marks and trade dress; (2) patents; (3) mask works; (4) utility models; (5) domain names; (6) copyrights and copyrightable works; (7) databases; (8) graphics; (9) schematics; (10) marketing, sales and user data; (11) technology; (12) trade secrets, including confidential knowhow, inventions, specifications and processes; (13) computer software programs of any kind (in both source and object code form); (14) application programming interfaces; (15) protocols; and (16) any renewal, extension, reissue, continuation or division rights, applications and/or registrations for any of the foregoing; -4-

"LOAN" means the loan in the amount of US$2,000,000 to be made by XFM to the Company in accordance with Clause 3; "LOAN AGREEMENT" means the agreement to be entered into between XFM (as lender), the Company (as borrower) in respect of the Loan; "MATERIAL ADVERSE CHANGE" means any event or circumstance that occurs which might reasonably be expected to have a material adverse effect on the prospects, business, operations or financial condition of the Group or SCM taken as a whole or that would materially affect the ability of any of the companies in the Group or any Person who is a party to any of the Group Structure Agreements to perform its material obligations under any of the Group Structure Agreements; "NOMINEE 1" means Wan Jun, a PRC national and holder of PRC identity card no. 310107198001034018;

"LOAN" means the loan in the amount of US$2,000,000 to be made by XFM to the Company in accordance with Clause 3; "LOAN AGREEMENT" means the agreement to be entered into between XFM (as lender), the Company (as borrower) in respect of the Loan; "MATERIAL ADVERSE CHANGE" means any event or circumstance that occurs which might reasonably be expected to have a material adverse effect on the prospects, business, operations or financial condition of the Group or SCM taken as a whole or that would materially affect the ability of any of the companies in the Group or any Person who is a party to any of the Group Structure Agreements to perform its material obligations under any of the Group Structure Agreements; "NOMINEE 1" means Wan Jun, a PRC national and holder of PRC identity card no. 310107198001034018; "NOMINEE 2" means Li Guang Jie, a PRC national and holder of PRC identity card no. 410327770810141; "NOMINEES" means, collectively, Nominee 1 and Nominee 2; "OFFSHORE GROUP" means, collectively, the Company, China Lead, Fine Power, Hing Yee, Honour Rise, Quality Idea, and Tai Mou; "OWNED INTELLECTUAL PROPERTY" means any and all of the following that are owned (including joint ownership) or held by SCM anywhere in the world: (1) trademarks, trade names, service marks and trade dress, and all goodwill associated with trademarks, trade names, service marks and trade dress; (2) patents; (3) mask works; (4) utility models; (5) domain names; (6) copyrights and copyrightable works; (7) databases; (8) graphics; (9) schematics; (10) marketing, sales and user data; (11) technology; (12) trade secrets, including confidential know-how, inventions, specifications and processes; (13) computer software programs of any kind (in both source and object code form); (14) application programming interfaces; (15) protocols; and (16) any renewal, extension, reissue, continuation or division rights, applications and/or registrations for any of the foregoing; "PERSON" or "PERSONS" means any natural person, corporation, company, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, and shall include any governmental authority; "PRC" means the People's Republic of China; "PRC COMPANY" means Shanghai Yuanzhi Advertising Co., Ltd., a company to be established in the PRC, the details of which are set out in Schedule C; "PRC COMPANY CONTROLLING DOCUMENTS" means the agreements and documents duly executed or to be executed by and among WFOE, the Nominees and/or the PRC Company in the form and content as set forth in Schedule L; -5-

"PRC GROUP" means, collectively, the PRC Company and the WFOE; "PREPAYMENT" means the total amount of US$1,500,000 previously paid to SCM by Sino; "PURCHASE PRICE" means the amount set out in Clause 4.2; "QUALITY IDEA" means Quality Idea Limited, a company incorporated under the laws of the British Virgin Islands with registration number 688392 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "QUALITY IDEA SALE SHARES" shall have the meaning provided in Clause 4.1(c);

"PRC GROUP" means, collectively, the PRC Company and the WFOE; "PREPAYMENT" means the total amount of US$1,500,000 previously paid to SCM by Sino; "PURCHASE PRICE" means the amount set out in Clause 4.2; "QUALITY IDEA" means Quality Idea Limited, a company incorporated under the laws of the British Virgin Islands with registration number 688392 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "QUALITY IDEA SALE SHARES" shall have the meaning provided in Clause 4.1(c); "RADIO PRICE" means the amount of US$1,500,000 previously paid to BSG by the Investors through Accord Group; "RELATED AGREEMENTS" means the Loan Agreement, the Ancillary Share Agreements, the Group Structure Agreements the PRC Company Controlling Documents and all other agreements contemplated in this Agreement; "SALE SHARES" means the Company Shares to be purchased by each of XFM and Sino under this Agreement, as set forth in Schedule A; "SCA" means the strategic co-operation agreement executed between SCM and IMTV in December 2003 as supplemented by a supplemental agreement dated 30 November 2005; "SCM" means Shanghai Camera Media Investment Co., Ltd., a company incorporated under the laws of the PRC with registration No. 3101052005872 and an address at 3B10, 168 Tianshan Road, Changning District, Shanghai; "SCM INTELLECTUAL PROPERTY" means, collectively, the Owned Intellectual Property and the Licensed Intellectual Property; "SECOND PAYMENT" means the amount of US$10,000,000 to be paid as part of the Purchase Price in accordance with Clause 4.2 (b); "SECOND PAYMENT DATE" means the date on which the Second Payment is made; "SUBSIDIARY" means a corporation, partnership, limited liability company, or other entity of which such corporation or entity directly or indirectly owns or controls voting securities or other interests that are sufficient to elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability company or other entity; "TAI MOU" means Tai Mou Services Limited, a company incorporated under the laws of the British Virgin Islands with registration number 675903 and a registered address at -6-

P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "TAI MOU SALE SHARES" shall mean collectively the Tai Mou Sale Shares - XFM and the Tai Mou Sale Shares - Sino; "TAI MOU SALE SHARES - SINO" shall have the meaning provided in Clause 4.1(b); "TAI MOU SALE SHARES - XFM" shall have the meaning provided in Clause 4.1(e); "US$" and "US DOLLARS" means the lawful currency of the United States of America;

P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands; "TAI MOU SALE SHARES" shall mean collectively the Tai Mou Sale Shares - XFM and the Tai Mou Sale Shares - Sino; "TAI MOU SALE SHARES - SINO" shall have the meaning provided in Clause 4.1(b); "TAI MOU SALE SHARES - XFM" shall have the meaning provided in Clause 4.1(e); "US$" and "US DOLLARS" means the lawful currency of the United States of America; "VENDOR CONTROLLED COMPANIES" shall mean Fine Power, Hing Yee, Honour Rise, Quality Idea, Tai Mou and SCM; "WFOE" means Jia Luo Business Consulting (Shanghai) Co., Ltd., a wholly foreign owned enterprise established in the PRC as a wholly-owned subsidiary of the Company, the details of which are set out in Schedule C; "WGQ" means Shanghai Wai Gao Qiao Free Trade Zone Development Co., Ltd. 1.2 Interpretation. In this Agreement: (a) the headings are inserted for convenience only and shall not affect the construction of this Agreement; (b) references to statutory provisions shall be construed as references to those provisions as amended or reenacted or as their application is modified by other statutory provisions (whether before or after the date hereof) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification); (c) all time and dates in this Agreement shall be Hong Kong time and dates except where otherwise stated; (d) unless the context requires otherwise, words incorporating the singular shall include the plural and vice versa and words importing a gender shall include every gender; and (e) references herein to Clauses, Recitals and Schedules are to clauses and recitals of and schedules to this Agreement. 1.3 Recitals, Schedules. All Recitals and Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals and Schedules. 1.4 Joint Obligations. Warranties, covenants, indemnities or other obligations expressed in this Agreement to be given by more than one party shall be deemed to be given by such parties on a joint and several basis unless otherwise expressly provided for. -7-

2. OVERVIEW OF INVESTMENT 2.1 The total investment amount to be invested by the Investors is US$25,000,000 to be made as follows: (i) the Prepayment and the Radio Price totalling US$3,000,000 shall be credited as a deposit against the total amount to be invested; (ii) the Loan in the amount of US$2,000,000 shall be made in accordance with the terms of Clause 3; and (iii) the amount of US$20,000,000 shall be paid by the Investors to the Vendor in accordance with Clause 4.

2. OVERVIEW OF INVESTMENT 2.1 The total investment amount to be invested by the Investors is US$25,000,000 to be made as follows: (i) the Prepayment and the Radio Price totalling US$3,000,000 shall be credited as a deposit against the total amount to be invested; (ii) the Loan in the amount of US$2,000,000 shall be made in accordance with the terms of Clause 3; and (iii) the amount of US$20,000,000 shall be paid by the Investors to the Vendor in accordance with Clause 4. 2.2 For the avoidance of doubt, under no circumstances will the Vendor be liable to repay any of the Prepayment or the Radio Price, whether or not this Agreement is terminated or rescinded. 3. LOAN 3.1 Loan. Subject to the terms and conditions set out in this Agreement, XFM (relying on the representations, warranties, agreements, covenants, undertakings and indemnities hereinafter referred to) agrees with the Company to provide the Loan to the Company on the following terms and the terms of the Loan Agreement:
Repayment: Only with the unanimous agreement of all the shareholders of the Company 0% In the event that WGQ does not disburse the full amount of the Loan it receives in accordance with Clause 3.3(f) within 2 working days then the Loan shall become immediately due and repayable.

Interest: Default:

3.2 Drawdown. The Loan Agreement shall be entered into the day following the Closing Date and the full amount of the Loan shall be transferred to the Company or as the Company directs in accordance with the Loan Agreement by wire transfer immediately following such execution of the Loan Agreement subject to fulfilment or waiver of all the conditions set out in Clause 11 and the other terms and conditions of this Agreement. 3.3 Use of Loan. The Vendor and the Investors agree, covenant and undertake do all things as may be required, and to procure that all Persons under their respective Control (and for the avoidance of doubt, the Nominees shall be deemed to be Controlled by the Investors) to do all such things so that the Loan is disbursed as follows: -8-

(a) the entire amount of the Loan received by the Company shall be paid to China Lead for the subscription of 99 shares in China Lead; (b) the entire amount of the Loan received by China Lead under Clause 3.3(a) shall be paid to the WFOE as a capital contribution; (c) the entire amount of the Loan received by the WFOE under Clause 3.3(b) shall be lent to each of Nominee 1, Nominee 2 and PRC Company as follows: i. a loan in the amount of RMB51,000 to Nominee 1; and ii. a loan in the amount of RMB49,000 to Nominee 2; and iii. a loan of the balance of the Loan after deducting the loans under (i) and (ii) above to PRC Company; (d) the entire amounts of the Loan received by the Nominees shall be paid to the PRC Company, as follows:

(a) the entire amount of the Loan received by the Company shall be paid to China Lead for the subscription of 99 shares in China Lead; (b) the entire amount of the Loan received by China Lead under Clause 3.3(a) shall be paid to the WFOE as a capital contribution; (c) the entire amount of the Loan received by the WFOE under Clause 3.3(b) shall be lent to each of Nominee 1, Nominee 2 and PRC Company as follows: i. a loan in the amount of RMB51,000 to Nominee 1; and ii. a loan in the amount of RMB49,000 to Nominee 2; and iii. a loan of the balance of the Loan after deducting the loans under (i) and (ii) above to PRC Company; (d) the entire amounts of the Loan received by the Nominees shall be paid to the PRC Company, as follows: i. RMB51,000 by Nominee 1 as its capital contribution for the PRC Company; and ii. RMB49,000 by Nominee 2 as its capital contribution for the PRC Company; (e) the entire amount of the Loan received by the PRC Company under Clause 3.3(c)(iii) and 3.3(d) shall be lent by the PRC Company to the WGQ; and (f) the entire amount of the Loan proceeds received by the WGQ under Clause 3.3(e) shall be injected into SCM as working capital. 4. SALE AND PURCHASE OF SALE SHARES 4.1 Sale. Subject to the terms and conditions set out in this Agreement, the Investors (relying on the representations, warranties, agreements, covenants, undertakings and indemnities hereinafter referred to) agree with the Vendor to purchase at Closing, and the Vendor agrees to sell and cause to be sold to the Investors at Closing, direct and indirect interests in the Sale Shares through the acquisition of shares in the following members of the Offshore Group for the Purchase Price with effect from the Closing Date free from all options, liens, charges, pledges, claims, agreements, encumbrances, equities and other third party rights of any nature whatsoever and together with all rights of any nature whatsoever now or hereafter attaching or accruing to them including all rights to any dividends or other distribution declared, paid or made in respect of them after the Closing Date: (a) 70 Company Shares ("HONOUR RISE SALE SHARES") representing 14% of the total issued capital of the Company held by Honour Rise (a wholly-owned subsidiary of the Vendor) to XFM for the aggregate purchase price of -9-

US$6,257,895 being comprised of payments of US$3,757,895 and US$2,500,000 on the First Payment Date and Second Payment Date respectively; (b) 45 Company Shares ("TAI MOU SALE SHARES - SINO") representing 9% of the total issued capital of the Company by held by Tai Mou, (a wholly-owned subsidiary of the Vendor) to Sino for the aggregate purchase price of US$2,799,035 being comprised of payments of US$1,191,892 and US$1,607,143 on the First Payment Date and Second Payment Date respectively; (c) 60 shares in the capital of Quality Idea (the "QUALITY IDEA SALE SHARES") representing 100% of the total issued capital of Quality Idea which holds 60 Company Shares representing 12% of the total issued capital of the Company held by Hing Yee (a wholly-owned subsidiary of the Vendor) to Sino for the aggregate purchase

US$6,257,895 being comprised of payments of US$3,757,895 and US$2,500,000 on the First Payment Date and Second Payment Date respectively; (b) 45 Company Shares ("TAI MOU SALE SHARES - SINO") representing 9% of the total issued capital of the Company by held by Tai Mou, (a wholly-owned subsidiary of the Vendor) to Sino for the aggregate purchase price of US$2,799,035 being comprised of payments of US$1,191,892 and US$1,607,143 on the First Payment Date and Second Payment Date respectively; (c) 60 shares in the capital of Quality Idea (the "QUALITY IDEA SALE SHARES") representing 100% of the total issued capital of Quality Idea which holds 60 Company Shares representing 12% of the total issued capital of the Company held by Hing Yee (a wholly-owned subsidiary of the Vendor) to Sino for the aggregate purchase price of US$3,732,046 being comprised of payments of US$ 1,589,189 and US$2,142,857 on the First Payment Date and Second Payment Date respectively; (d) 80 shares in the capital of Fine Power (the "FINE POWER SALE SHARES") representing 100% of the total issued capital of Fine Power which holds 80 Company Shares representing 16% of the total issued capital of the Company by Tai Mou, (a wholly-owned subsidiary of the Vendor) to Sino for the aggregate purchase price of US$4,976,062 being comprised of payments of US$ 2,118,919 and US$2,857,143 on the First Payment Date and Second Payment Date respectively; and (e) 25 Company Shares ("TAI MOU SALE SHARES - XFM") representing 5% of the total issued capital of the Company by held by Tai Mou, (a wholly-owned subsidiary of the Vendor) to XFM for the aggregate purchase price of US$2,234,962 being comprised of payments of US$1,342,105 and US$892,857 on the First Payment Date and Second Payment Date respectively. The Vendor shall procure that the transfers of shares contemplated under each of the Ancillary Shares Agreements are completed by the parties thereto (except for Sino and XFM) in accordance with their respective terms and the terms of this Agreement. In the event that there is any discrepancy between the terms of the Ancillary Shares Agreements and this Agreement, the terms of this Agreement shall prevail. 4.2 Purchase Price. The aggregate purchase price for the interests in the Sale Shares shall be US$20,000,000 (the "PURCHASE PRICE") payable as follows: (a) US$10,000,000 payable as to US$3,392,857 by XFM and US$6,607,143 by Sino by wire transfer (the "FIRST PAYMENT") in accordance with Clause 4.7 and the applicable Ancillary Share Agreements; and (b) US$10,000,000 payable as to US$3,392,857 by XFM and US$6,607,143 by Sino by wire transfer (the "SECOND PAYMENT") in accordance with Clause 4.8 and the applicable Ancillary Share Agreements. -10-

4.3 Closing. Subject to confirmation from the Vendor and the Investors that the conditions set out in Clause 11 have been satisfied or if permissible, waived, the purchase and sale of the Sale Shares (the "CLOSING") shall take place on 28 February 2006 at the offices of Richard Wang & Co. at 18th Floor, Union Building, 100 Yanan Road East, Shanghai, PRC, or at such other time and place as the Investors and the Vendor all agree in writing. The date and time of the Closing are herein referred to as the "CLOSING DATE". The Investors shall not be obliged to make the Loan or purchase the Sale Shares unless all the conditions set forth in Clause 11 are fulfilled or waived by the Investors. Without prejudice to any other remedies available to the Investors, the Investors may defer Closing until all conditions set forth in Clause 11 are fulfilled or waived. 4.4 The Vendor's Closing Obligations. Upon Closing the Vendor shall: (a) deliver or procure to be delivered to each Investor: (i) the following documents in respect of the Company Sale Shares: (A) duly completed and signed transfers of the applicable Company Sale Shares by the registered holders thereof

4.3 Closing. Subject to confirmation from the Vendor and the Investors that the conditions set out in Clause 11 have been satisfied or if permissible, waived, the purchase and sale of the Sale Shares (the "CLOSING") shall take place on 28 February 2006 at the offices of Richard Wang & Co. at 18th Floor, Union Building, 100 Yanan Road East, Shanghai, PRC, or at such other time and place as the Investors and the Vendor all agree in writing. The date and time of the Closing are herein referred to as the "CLOSING DATE". The Investors shall not be obliged to make the Loan or purchase the Sale Shares unless all the conditions set forth in Clause 11 are fulfilled or waived by the Investors. Without prejudice to any other remedies available to the Investors, the Investors may defer Closing until all conditions set forth in Clause 11 are fulfilled or waived. 4.4 The Vendor's Closing Obligations. Upon Closing the Vendor shall: (a) deliver or procure to be delivered to each Investor: (i) the following documents in respect of the Company Sale Shares: (A) duly completed and signed transfers of the applicable Company Sale Shares by the registered holders thereof in favour of the Investor or as it may direct together with the share certificates representing the applicable Sale Shares; (B) all powers of attorney or other authorities under which the transfers of the applicable Sale Shares have been executed; (C) such waivers or consents as the Investor may require enabling the Investor or its nominee(s) to be registered as the holders of the applicable Sale Shares; (D) such other documents as may be required to give to the Investor good title to the applicable Sale Shares and to enable the Investor or its nominees to become the registered holders thereof; (E) certified copy of the updated register of members of the Company; (ii) the following documents in respect of the Quality Idea Sale Shares: (A) duly completed and signed transfers of the applicable Quality Idea Sale Shares by the registered holders thereof in favour of Sino or as it may direct together with the share certificates representing the applicable Quality Idea Sale Shares; (B) all powers of attorney or other authorities under which the transfers of the applicable Quality Idea Sale Shares have been executed; -11-

(C) such waivers or consents as the Investor may require enabling Sino or its nominee(s) to be registered as the holders of the applicable Quality Idea Sale Shares; (D) such other documents as may be required to give to Sino good title to the applicable Quality Idea Sale Shares and to enable Sino or its nominees to become the registered holders thereof; (iii) the following documents in respect of the Fine Power Sale Shares: (A) duly completed and signed transfers of the applicable Fine Power Sale Shares by the registered holders thereof in favour of Sino or as it may direct together with the share certificates representing the applicable Fine Power Sale Shares; (B) all powers of attorney or other authorities under which the transfers of the applicable Fine Power Sale Shares have been executed; (C) such waivers or consents as the Investor may require enabling Sino or its nominee(s) to be registered as the

(C) such waivers or consents as the Investor may require enabling Sino or its nominee(s) to be registered as the holders of the applicable Quality Idea Sale Shares; (D) such other documents as may be required to give to Sino good title to the applicable Quality Idea Sale Shares and to enable Sino or its nominees to become the registered holders thereof; (iii) the following documents in respect of the Fine Power Sale Shares: (A) duly completed and signed transfers of the applicable Fine Power Sale Shares by the registered holders thereof in favour of Sino or as it may direct together with the share certificates representing the applicable Fine Power Sale Shares; (B) all powers of attorney or other authorities under which the transfers of the applicable Fine Power Sale Shares have been executed; (C) such waivers or consents as the Investor may require enabling Sino or its nominee(s) to be registered as the holders of the applicable Fine Power Sale Shares; (D) such other documents as may be required to give to Sino good title to the applicable Fine Power Sale Shares and to enable Sino or its nominees to become the registered holders thereof; (iv) written confirmation that the Vendor is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings herein contained; (v) all books and records of Quality Idea and Fine Power; and (vi) such other papers and documents as the Investor may reasonably require; (b) cause a board meeting of the Company to be held at which the Directors shall approve the transfers to the Investors or its nominee(s) and their registration as members of the Company in respect of applicable number of Company Sale Shares; (c) cause a board meeting of Honour Rise to be held at which the directors of Honour Rise shall approve the transfers of the Honour Rise Sale Shares to XFM or its nominee(s); (d) cause a board meeting of Hing Yee to be held at which the directors of Hing Yee shall approve the transfers of the Quality Idea Sale Shares to Sino or its nominee(s); -12-

(e) cause a board meeting of Quality Idea to be held at which the directors of Quality Idea shall approve the transfer of the Quality Idea Sale Shares to Sino and its registration as members of Quality Idea in respect of the Quality Idea Sale Shares; (f) cause a board meeting of Tai Mou to be held at which the directors of Tai Mou shall approve the transfers of the Tai Mou Sale Shares and the Fine Power Sale Shares to Sino and XFM as appropriate or their nominee(s); (g) cause a board meeting of Fine Power to be held at which the directors of Fine Power shall approve the transfer of the Fine Power Sale Shares to Sino and its registration as members of Fine Power in respect of the Fine Power Sale Shares; (h) cause to appoint such persons as the Investors may nominate to be validly appointed as directors of Fine Power and such other person acting as director of Fine Power to resign as director prior to or at Closing; (i) cause to appoint such persons as the Investors may nominate to be validly appointed as directors of Quality Idea and such other person acting as director of Quality Idea to resign as director prior to or at Closing;

(e) cause a board meeting of Quality Idea to be held at which the directors of Quality Idea shall approve the transfer of the Quality Idea Sale Shares to Sino and its registration as members of Quality Idea in respect of the Quality Idea Sale Shares; (f) cause a board meeting of Tai Mou to be held at which the directors of Tai Mou shall approve the transfers of the Tai Mou Sale Shares and the Fine Power Sale Shares to Sino and XFM as appropriate or their nominee(s); (g) cause a board meeting of Fine Power to be held at which the directors of Fine Power shall approve the transfer of the Fine Power Sale Shares to Sino and its registration as members of Fine Power in respect of the Fine Power Sale Shares; (h) cause to appoint such persons as the Investors may nominate to be validly appointed as directors of Fine Power and such other person acting as director of Fine Power to resign as director prior to or at Closing; (i) cause to appoint such persons as the Investors may nominate to be validly appointed as directors of Quality Idea and such other person acting as director of Quality Idea to resign as director prior to or at Closing; (j) cause to appoint such persons as the Investors may nominate to be validly appointed as additional directors and management team of SCM; (k) deliver to the Investors the following agreements (the "CLOSING DELIVERABLE AGREEMENTS"): (i) the duly executed counterparts of the Ancillary Share Agreements dated the Closing Date; and (ii) the duly executed Group Structure Agreements (except for the loan agreement between WGQ and PRC Company, and the share pledge agreement between WGQ and PRC Company). by the Vendor or Persons under the Control of the Vendor. 4.5 The Investors' Closing Obligations. Upon Closing, or in the case of Clause 4.5(c), on the day following the Closing Date, each Investor (as applicable) shall: (a) deliver to the Vendor or such other party as the Vendor directs in accordance with this Agreement the Loan Agreement and Ancillary Share Agreements duly executed by the Investors; (b) pay the amount of the First Payment by wire transfer according to Ancillary Share Agreements; (c) pay the amount of the Loan by wire transfer according to the Loan Agreement; -13-

(d) cause to appoint such persons as the Vendor may nominate to be validly appointed as additional directors and management of China Lead; (e) cause to appoint such persons as the Vendor may nominate to be validly appointed as additional directors and management of the WFOE; (f) cause to appoint such persons as the Vendor may nominate to be validly appointed as additional directors and management of the PRC Company; (g) deliver to the Vendor or such other party as the Vendor directs in accordance with this Agreement the counterparts of Group Structure Agreements and PRC Company Controlling Documents duly executed by Investor or Investor Controlled Companies or the Nominees, provided that if the PRC Company has not yet been incorporated before Closing and therefore any of such agreement can not be executed and delivered on Closing Date, then Investors shall procure the PRC company and the Nominees to execute and deliver such documents as soon as practicable after PRC company has been incorporated and in any event within 5 business Days of its incorporation; and

(d) cause to appoint such persons as the Vendor may nominate to be validly appointed as additional directors and management of China Lead; (e) cause to appoint such persons as the Vendor may nominate to be validly appointed as additional directors and management of the WFOE; (f) cause to appoint such persons as the Vendor may nominate to be validly appointed as additional directors and management of the PRC Company; (g) deliver to the Vendor or such other party as the Vendor directs in accordance with this Agreement the counterparts of Group Structure Agreements and PRC Company Controlling Documents duly executed by Investor or Investor Controlled Companies or the Nominees, provided that if the PRC Company has not yet been incorporated before Closing and therefore any of such agreement can not be executed and delivered on Closing Date, then Investors shall procure the PRC company and the Nominees to execute and deliver such documents as soon as practicable after PRC company has been incorporated and in any event within 5 business Days of its incorporation; and (h) perform the closing obligation with respect to Accord Group Share under Clause 5.2. 4.6 Payment of Second Payment. The Investors shall pay to the Vendor the Second Payment on the earlier of 31 October, 2006 and the closing date of any subsequent financing for the Company in accordance with the terms of this Agreement and the applicable Ancillary Share Agreements. If the conditions set out in Clause 11.2 have been met and the Investors default in making the Second Payment when due, or the conditions set out in Clause 11.2 has not been satisfied before Second Payment Date due to Investors or Investor Controlled Companies or the Nominee, and Investors fail to make the Second Payment within 2 days after written notice from the Vendor of such default then the Investors and Vendor shall do, and shall procure all Persons under their respective Control to transfer from the Investors to the Vendor or its nominee such number of Shares as represents the part of the total investment amount of US$25,000,000 not paid on a pro-rata basis at nil consideration. 4.7 Deferral of Closing. (a) Without prejudice to any other remedies available to the Investors, if any provision of Clause 4.4 has not been complied by the Vendor on the Closing Date (except if Vendor's failure to comply is caused by Investors, any member of the Investor Controlled Companies or the Nominees), the Investors may: (i) proceed to Closing so far as practicable (without prejudice to its rights hereunder); or (ii) rescind its obligations to make the Loan and purchase the interests in the Sale Shares under this Agreement without prejudice to any other -14-

remedy and without incurring any liability to the Vendor or the Company. (b) Without prejudice to any other remedies available to the Vendor, if any provision of Clause 4.5 has not been complied by the Investors on the Closing Date (except if the Investors' failure to comply is caused by Vendor or any member of the Vendor Controlled Companies), the Vendor may: (i) proceed to Closing so far as practicable (without prejudice to its rights hereunder); or (ii) rescind its obligations to transfer the interests in the Sale Shares under this Agreement and rescind any agreement entered into by WGQ and/or SCM on the one part and any member of the Group on the other part without prejudice to any other remedy and without incurring any liability to the Investors or other members of the Group. 4.8 Further Covenants. The Vendor hereby irrevocably undertake to the Investors to sign or procure the due execution of all such further documents required to be signed by the Vendor or members of the Group Controlled

remedy and without incurring any liability to the Vendor or the Company. (b) Without prejudice to any other remedies available to the Vendor, if any provision of Clause 4.5 has not been complied by the Investors on the Closing Date (except if the Investors' failure to comply is caused by Vendor or any member of the Vendor Controlled Companies), the Vendor may: (i) proceed to Closing so far as practicable (without prejudice to its rights hereunder); or (ii) rescind its obligations to transfer the interests in the Sale Shares under this Agreement and rescind any agreement entered into by WGQ and/or SCM on the one part and any member of the Group on the other part without prejudice to any other remedy and without incurring any liability to the Investors or other members of the Group. 4.8 Further Covenants. The Vendor hereby irrevocably undertake to the Investors to sign or procure the due execution of all such further documents required to be signed by the Vendor or members of the Group Controlled by the Vendor as are necessary to vest in the Investors and the Group all such property and rights as are intended to be vested in them by or pursuant to this Agreement and the Group Structure Agreements. The relevant expenses shall be borne by the relevant signing parties. Investors hereby irrevocably undertake to the Vendor to sign and to procure the due execution of all such further documents required to be signed by the Investors or any member of the Group Controlled by the Investors as are necessary to vest in the Group all such property and rights as are intended to be vested in the Group by or pursuant to this Agreement and the Group Structure Agreements. The relevant expenses shall be borne by the relevant signing parties. 4.9 Prepayment. The Vendor hereby acknowledges that Sino paid the Prepayment to SCM prior to the execution of this Agreement. 4.10 Board of Directors. Each of the parties hereto shall do and shall procure to be done all actions necessary to ensure that the Board and the board of directors of each Subsidiary of the Company shall be comprised of 5 Directors, three of which shall be nominated by the Investors and 2 of which shall be nominated by the Vendor. 4.11 Limitation on Transfer of Shares. None of the parties to this Agreement shall sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) (each a "TRANSFER") any Shares or any right, title or interest therein or thereto, except to an Affiliate of such party or in connection with fundraising activities of the Investors and in accordance with the memorandum and articles of association of the Company and any attempt to transfer any Shares or any rights thereunder in violation of the preceding sentence shall be null and void ab initio. -15-

5 TRANSFER OF THE ACCORD GROUP SHARES AND REPRESENTATIONS AND WARRANTIES IN RESPECT OF ACCORD GROUP 5.1 Transfer of the Accord Group Shares. In consideration of the Vendor entering into this Agreement and procuring the Vendor Controlled Companies to enter into the Related Agreements, the Investors agree to procure the shareholders of Accord Group to transfer to Honour Rise such number of shares in Accord Group representing 20% of total issued capital of the Accord Group (the "ACCORD GROUP SHARES") at nil consideration on or before Closing Date. 5.2 The Investors' obligations with respect to Accord Group Shares on Closing Date are as follows: (a) deliver or procure to be delivered the following documents in respect of the Accord Group Shares: (A) duly completed and signed transfers of the Accord Group Shares by the registered holders thereof in favour of the Honour Rise or as it may direct together with the share certificates representing the applicable Sale Shares; (B) all powers of attorney or other authorities under which the transfers of the Accord Group Shares have been executed;

5 TRANSFER OF THE ACCORD GROUP SHARES AND REPRESENTATIONS AND WARRANTIES IN RESPECT OF ACCORD GROUP 5.1 Transfer of the Accord Group Shares. In consideration of the Vendor entering into this Agreement and procuring the Vendor Controlled Companies to enter into the Related Agreements, the Investors agree to procure the shareholders of Accord Group to transfer to Honour Rise such number of shares in Accord Group representing 20% of total issued capital of the Accord Group (the "ACCORD GROUP SHARES") at nil consideration on or before Closing Date. 5.2 The Investors' obligations with respect to Accord Group Shares on Closing Date are as follows: (a) deliver or procure to be delivered the following documents in respect of the Accord Group Shares: (A) duly completed and signed transfers of the Accord Group Shares by the registered holders thereof in favour of the Honour Rise or as it may direct together with the share certificates representing the applicable Sale Shares; (B) all powers of attorney or other authorities under which the transfers of the Accord Group Shares have been executed; (C) such waivers or consents as the Honour Rise may require enabling Honour Rise or its nominee(s) to be registered as the holders of the applicable Sale Shares; (D) such other documents as may be required to give to the Honour Rise good title to the applicable Sale Shares and to enable the Honour Rise or its nominees to become the registered holders thereof; (E) certified copy of the updated register of members of the Accord Group; (b) cause a broad meeting of the Accord Group to be held at which the directors shall approve the transfers to Honour Rise or its nominee(s) and their registration as members of the Accord Group in respect of applicable member of Accord Group. 5.3 Representations, warranties and covenants in respect of Accord Group The Investors represent, warrant and covenant to the Vendor that: (a) Accord Group and relevant parties have entered into a series agreements and documents ("ACCORD GROUP STRUCTURE AGREEMENTS"), pursuant to which (i) Accord Group are able to exert effective Control over BSG (including its Subsidiaries), (ii) a substantial portion of economic benefits of BSG (including its Subsidiaries) will be transferred to Accord Group; (iii) Accord -16-

Group (or its 100% wholly-owned subsidiaries) has an exclusive option to purchase all equity interests in BSG when and to the extent permitted by PRC law and (b) without Vendor's prior written consent, Accord Group Structure Agreement shall not have been revised in any material respects. 6. TRANSFER OF BENEFITS NOT INDICATED IN FINANCIAL STATEMENTS 6.1 The Investors agree and undertake to procure to be transferred to the Vendor or its nominee all accounts receivable or other benefits of SCM whenever collected in respect of work done, services provided or actions completed prior to Closing that are not disclosed in the Financial Statements. Such transfer shall be done as soon as practicable after such amounts or benefits are collected by SCM from time to time. The Investors shall procure that all reasonable commercial steps are taken to recover any such amounts. 6.2 The benefit of all accounts receivable and any other benefits whatsoever or howsoever arising from after

Group (or its 100% wholly-owned subsidiaries) has an exclusive option to purchase all equity interests in BSG when and to the extent permitted by PRC law and (b) without Vendor's prior written consent, Accord Group Structure Agreement shall not have been revised in any material respects. 6. TRANSFER OF BENEFITS NOT INDICATED IN FINANCIAL STATEMENTS 6.1 The Investors agree and undertake to procure to be transferred to the Vendor or its nominee all accounts receivable or other benefits of SCM whenever collected in respect of work done, services provided or actions completed prior to Closing that are not disclosed in the Financial Statements. Such transfer shall be done as soon as practicable after such amounts or benefits are collected by SCM from time to time. The Investors shall procure that all reasonable commercial steps are taken to recover any such amounts. 6.2 The benefit of all accounts receivable and any other benefits whatsoever or howsoever arising from after services provided or actions completed by SCM after Closing shall be solely for the benefit of SCM irrespective of whether they were disclosed in the Financial Statements. 7. REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE VENDOR CONTROLLED COMPANIES Save as set out in the Disclosure Letter, the Vendor represent and warrant to each of the Investors that the following statements are true and correct as of the date of this Agreement: 7.1 The Offshore Group. In respect of each of the Vendor Controlled Companies (excluding SCM): (a) Organization, Standing, and Power. It is a company duly organized, validly existing, and in good standing under the laws of incorporation, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. It has made available to the Investors complete and correct copies of its articles of incorporation, bylaws, registers and/or other organizational documents ("OFFSHORE CHARTER DOCUMENTS") of it, in each case, as amended to the date hereof. (b) Corporate Records. Its minute books and corporate records, complete and correct copies of which have been made available to the Investors, contain correct and complete records of all proceedings and actions taken at all meetings of, or effected by written consent of, its shareholders and its board of directors, and all original issuances and subsequent transfers, repurchases, and cancellations of its shares. -17-

(c) Capital Structure. (i) Immediately prior to and following Closing its issued share capital will be as set out in Schedule C and D respectively. (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which it is a party or by which it may be bound obligating company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares, or obligating it to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. It does not have outstanding any bonds, debentures, notes or other indebtedness. (d) Subsidiaries. It does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except as set out in Schedule C. Its particulars as set out in Schedule C are true and accurate in all respects and the percentage of its share capital shown therein as owned or controlled by it is beneficially owned and clear of all Encumbrances. There is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or

(c) Capital Structure. (i) Immediately prior to and following Closing its issued share capital will be as set out in Schedule C and D respectively. (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which it is a party or by which it may be bound obligating company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares, or obligating it to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. It does not have outstanding any bonds, debentures, notes or other indebtedness. (d) Subsidiaries. It does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except as set out in Schedule C. Its particulars as set out in Schedule C are true and accurate in all respects and the percentage of its share capital shown therein as owned or controlled by it is beneficially owned and clear of all Encumbrances. There is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any of its share or loan capital (including any of its option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests). (e) Authority. The execution, delivery, and performance of all Related Agreements to be entered into by it have been duly authorized by all necessary action of its board. Certified copies of the resolutions adopted by its board approving the Related Agreements and transactions contemplated hereby and thereby have been provided to the Investors. (f) Execution. It has duly and validly executed and delivered the Related Agreements, and the Related Agreements constitute valid, binding, and enforceable obligations of it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (g) Compliance with Laws and Other Instruments. It holds, and at all times has held all licenses, permits, and authorizations from all governmental entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. -18-

(h) Corporate Governance. Neither the execution and delivery of and Related Agreements nor the performance by it of its obligations under the Related Agreements will (i) conflict with or result in any breach of its Offshore Charter Documents; (ii) require any Consent, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party.

(h) Corporate Governance. Neither the execution and delivery of and Related Agreements nor the performance by it of its obligations under the Related Agreements will (i) conflict with or result in any breach of its Offshore Charter Documents; (ii) require any Consent, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. (i) No Liabilities and No Business Activities. Save as contemplated under this Agreement, the Loan Agreement and the Ancillary Share Agreements, it has no liabilities of any nature howsoever arising, is not involved in any litigation whether as plaintiff or defendant, has no assets and is not carrying on any business of any nature. (j) No Contracts. Save as contemplated under this Agreement, the Loan Agreement and the Ancillary Share Agreements, it has not entered into any agreement, contract, legal arrangement or documentation of any type or nature. 7.2 SCM. In respect of SCM: (a) Organization, Standing, and Power. SCM is a company duly organized, validly existing, and in good standing under the laws of the PRC, have all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. SCM has made available to the Investors complete and correct copies of the SCM's articles of incorporation ("SCM CHARTER DOCUMENTS"), in each case, as amended to the date hereof. (b) Corporate Records. The complete and correct copies of the minute books and corporate records of SCM which has been filled with Shanghai Industry and Commerce Bureau Changning Branch have been made available to the Investors and are materially complete, correct and accurate. (c) Capital Structure. (i) Immediately prior to Closing the capital structure of SCM shall be as set out in Schedule C and, specifically, SCM is a wholly-owned subsidiary of the WGQ where Shanghai Waigaoqiao (Group) Limited holds 10% of the equity interest in SCM on trust for the WGQ. (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which SCM or WGQ is a party or by which SCM may be bound obligating to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interest, or obligating SCM to grant, extend or enter into any -19-

such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. SCM has outstanding any bonds, debentures, notes or other indebtedness. (iii) WGQ is the sole owner of all interests in and to SCM free and clear of all Encumbrances and, except any rights in favour of the Investors, the WFOE or the PRC Company created in this Agreement and the Related Agreements, no other party has any rights, now existing or contingent, whether or not exercised or claimed and whether or not by exercise of the power of any Governmental Entity, to any interest in SCM. (d) Subsidiaries. SCM does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except as set out in Schedule C. The particulars of SCM set out in Schedule C are true and accurate in all respects and the percentage of the equity interest shown therein as owned or controlled by any party is beneficially owned free from any Encumbrance, save as contained in the Group Structure Agreements. Save as expressly provided in the Group Structure Agreements, there is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any share or loan capital of SCM (including any option, notes,

such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. SCM has outstanding any bonds, debentures, notes or other indebtedness. (iii) WGQ is the sole owner of all interests in and to SCM free and clear of all Encumbrances and, except any rights in favour of the Investors, the WFOE or the PRC Company created in this Agreement and the Related Agreements, no other party has any rights, now existing or contingent, whether or not exercised or claimed and whether or not by exercise of the power of any Governmental Entity, to any interest in SCM. (d) Subsidiaries. SCM does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except as set out in Schedule C. The particulars of SCM set out in Schedule C are true and accurate in all respects and the percentage of the equity interest shown therein as owned or controlled by any party is beneficially owned free from any Encumbrance, save as contained in the Group Structure Agreements. Save as expressly provided in the Group Structure Agreements, there is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any share or loan capital of SCM (including any option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests in SCM). (e) Compliance with Laws and Other Instruments. SCM holds all material licenses, permits, and authorizations from all governmental entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations including without limitation the Radio and TV Program Production and Operation Permit, issued by the Shanghai Administration of Culture, Radio, Film and TV numbered Hu Zi No. 062 with a scope of operation limited to the production and distribution of TV programs and for a term from August 1, 2005 to July 31, 2007 or the failure to obtain such licenses shall have a Material Adverse Change on the business or assets of SCM. (f) Corporate Governance. Neither the execution and delivery of Related Agreements nor the performance by SCM of its obligations under the Related Agreements will (i) conflict with or result in any breach of the SCM Charter Documents; (ii) require any Consent by any Governmental Entity, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of SCM or equity interest in SCM under any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which a SCM is a party. -20-

(g) Technology and Intellectual Property Rights. (i) Schedule E contains a list of SCM Intellectual Property which includes the following: (A) all patents, domain names, trademarks, trade names, trade dress and service marks, and any applications and registrations for any of the foregoing, that is included in the Owned Intellectual Property; (B) all registered copyrights, and applications for registered copyrights for any Owned Intellectual Property; (C) all material products and services that currently are published and/or offered by SCM, or that are currently under development by SCM and scheduled to be commercially released or offered within six (6) months of the Closing Date; (D) all material licenses and sublicenses of Owned Intellectual Property; (E) all Licensed Intellectual Property (other than license agreements for standard "shrink wrapped, off the shelf," commercially available, third party products used by SCM) and any sublicenses thereto; and (F) any material obligation of exclusivity, non-competition, non-solicitation, first negotiation or "most favoured nation" or "equally favoured nation" (e.g., obligating SCM to provide terms as favourable or more favourable as granted to others) to which SCM is subject under any agreement that does not fall within the ambit of (D) or (E)

(g) Technology and Intellectual Property Rights. (i) Schedule E contains a list of SCM Intellectual Property which includes the following: (A) all patents, domain names, trademarks, trade names, trade dress and service marks, and any applications and registrations for any of the foregoing, that is included in the Owned Intellectual Property; (B) all registered copyrights, and applications for registered copyrights for any Owned Intellectual Property; (C) all material products and services that currently are published and/or offered by SCM, or that are currently under development by SCM and scheduled to be commercially released or offered within six (6) months of the Closing Date; (D) all material licenses and sublicenses of Owned Intellectual Property; (E) all Licensed Intellectual Property (other than license agreements for standard "shrink wrapped, off the shelf," commercially available, third party products used by SCM) and any sublicenses thereto; and (F) any material obligation of exclusivity, non-competition, non-solicitation, first negotiation or "most favoured nation" or "equally favoured nation" (e.g., obligating SCM to provide terms as favourable or more favourable as granted to others) to which SCM is subject under any agreement that does not fall within the ambit of (D) or (E) in this paragraph. (ii) SCM owns or has the right to use all SCM Intellectual Property used or held for use in the conduct of its business without any conflict with the rights of others. All products and technology that have been or currently are published and/or offered by SCM or are under development by SCM, and all products and/or technology underlying any and all services that have been or currently are offered by SCM or are under development by SCM is either: (1) owned by such SCM, (2) in the public domain, or (3) rightfully used by the SCM pursuant to a valid written license or other agreement. (iii) SCM is not, as a result of the execution or delivery of the Group Structure Agreements, nor performance of SCM's obligations under the Group Structure Agreements will SCM be in violation of any license, sublicense or other agreement relating to the SCM Intellectual Property or of any non-disclosure agreement to which SCM is a party or otherwise bound. -21-

(iv) SCM is not obligated to provide any financial consideration or other consideration to any third party, nor is any third party otherwise entitled to any financial consideration or other consideration, with respect to any exercise of rights by SCM or its successors in the SCM Intellectual Property. (v) SCM's use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by SCM or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, database right, moral rights, rights to use likeness, other intellectual property rights, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by SCM or their licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale, or other provision of products and services by SCM or its resellers or licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. (vi) No action, suit or proceeding (i) challenging the validity, enforceability, or ownership by SCM of any of

(iv) SCM is not obligated to provide any financial consideration or other consideration to any third party, nor is any third party otherwise entitled to any financial consideration or other consideration, with respect to any exercise of rights by SCM or its successors in the SCM Intellectual Property. (v) SCM's use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by SCM or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, database right, moral rights, rights to use likeness, other intellectual property rights, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by SCM or their licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale, or other provision of products and services by SCM or its resellers or licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. (vi) No action, suit or proceeding (i) challenging the validity, enforceability, or ownership by SCM of any of Owned Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any Owned Intellectual Property by SCM or its licensees infringes, misappropriate or violates any intellectual property or other proprietary or personal right of any person is pending or is threatened by any person. Further, no claim to the effect that the distribution, licensing, sublicensing, sale or other provision of products and services by SCM or its resellers or licensees infringes, misappropriates or violates any intellectual property or other proprietary or personal right of any person is pending or, to the knowledge of WGQ and the Vendor, is threatened by any person. There is no unauthorized use, infringement or misappropriation of any of Owned Intellectual Property by any third party, employee or former employee to the best knowledge of the Vendor. (vii) No other party has any security interests in any SCM Intellectual Property. -22-

(viii) SCM has secured from all parties who have created any portion of, or otherwise have any rights in or to, Owned Intellectual Property, other than employees of SCM whose work product was created by them entirely within the scope of their employment by SCM and constitutes work made for hire owned by SCM, valid written assignments or licenses of any such work or other rights to SCM that are enforceable by SCM and has made available true and complete copies of such assignments or licenses to the Investors. (ix) SCM owns all right, title and interest in and to all data SCM collect from or discloses about users of its products and services. SCM's practices regarding the collection and use of consumer personal information are in accordance in all respects with applicable laws and regulations of all jurisdictions in which SCM operates. (x) No officer, director, stockholder or employee of SCM, nor any spouse, or relative thereof, owns directly or indirectly, in whole or in part, any SCM Intellectual Property. (h) Financial Statements. There are no liabilities, claims or obligations of any nature in excess of US$5,000, whether absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown in the Financial Statements. (i) Accounts Receivable. All of the accounts receivable shown on in the Financial Statements as of the Closing Date will have arisen out of bona fide transactions of SCM in the ordinary course of business and have been collected or are good and collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such Financial Statements and net of returns and payment discounts allowable by SCM's policies) and can reasonably be anticipated to be paid in full without outside collection efforts within ninety (90) days of the due date.

(viii) SCM has secured from all parties who have created any portion of, or otherwise have any rights in or to, Owned Intellectual Property, other than employees of SCM whose work product was created by them entirely within the scope of their employment by SCM and constitutes work made for hire owned by SCM, valid written assignments or licenses of any such work or other rights to SCM that are enforceable by SCM and has made available true and complete copies of such assignments or licenses to the Investors. (ix) SCM owns all right, title and interest in and to all data SCM collect from or discloses about users of its products and services. SCM's practices regarding the collection and use of consumer personal information are in accordance in all respects with applicable laws and regulations of all jurisdictions in which SCM operates. (x) No officer, director, stockholder or employee of SCM, nor any spouse, or relative thereof, owns directly or indirectly, in whole or in part, any SCM Intellectual Property. (h) Financial Statements. There are no liabilities, claims or obligations of any nature in excess of US$5,000, whether absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown in the Financial Statements. (i) Accounts Receivable. All of the accounts receivable shown on in the Financial Statements as of the Closing Date will have arisen out of bona fide transactions of SCM in the ordinary course of business and have been collected or are good and collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such Financial Statements and net of returns and payment discounts allowable by SCM's policies) and can reasonably be anticipated to be paid in full without outside collection efforts within ninety (90) days of the due date. (j) Taxes. (i) SCM has timely filed (or caused to be filed) all tax returns ("RETURNS") required to be filed by it. All taxes required to be paid (whether or not shown on any Return) in respect of the periods covered by such Returns ("RETURN PERIODS") have been paid or fully accrued up until Closing. SCM has not requested or been granted any extension of time to file any Return. The Vendor has made available to the Investors true and correct copies of all Returns, and all material correspondence with any taxing authority. (ii) No deficiencies or adjustments for any tax of SCM has been claimed, proposed or assessed or threatened in writing and not paid. There is currently no claim outstanding by an authority in a jurisdiction where SCM does not file Returns that SCM is or may be subject to taxation -23-

by that jurisdiction. SCM is not subject to any pending or threatened tax audit or examination. SCM has not entered into any agreements, waivers or other arrangements in respect of the statute of limitations in respect of its taxes or Returns. (iii) For the purposes of this Agreement, the terms "tax" and "taxes" shall include all taxes, assessments, duties, tariffs, registration fees, and other governmental charges in the nature of taxes including, all income, franchise, property, production, sales, use, payroll, license, windfall profits, value added, severance, withholding, excise, gross receipts and other taxes, as well as any interest, additions or penalties relating thereto and any interest in respect of such additions or penalties. (iv) There are no liens for taxes upon the assets of SCM except for taxes that are not yet payable. SCM has withheld all taxes required to be withheld in respect of wages, salaries and other payments to all employees, officers and directors and any taxes required to be withheld from any other person and has timely paid all such amounts withheld to the proper taxing authority. (k) Absence of Certain Changes and Events. Since the date of the Financial Statements, there has not been: (i) Any transaction involving more than US$1,000 entered into by SCM other than in the ordinary course of business;

by that jurisdiction. SCM is not subject to any pending or threatened tax audit or examination. SCM has not entered into any agreements, waivers or other arrangements in respect of the statute of limitations in respect of its taxes or Returns. (iii) For the purposes of this Agreement, the terms "tax" and "taxes" shall include all taxes, assessments, duties, tariffs, registration fees, and other governmental charges in the nature of taxes including, all income, franchise, property, production, sales, use, payroll, license, windfall profits, value added, severance, withholding, excise, gross receipts and other taxes, as well as any interest, additions or penalties relating thereto and any interest in respect of such additions or penalties. (iv) There are no liens for taxes upon the assets of SCM except for taxes that are not yet payable. SCM has withheld all taxes required to be withheld in respect of wages, salaries and other payments to all employees, officers and directors and any taxes required to be withheld from any other person and has timely paid all such amounts withheld to the proper taxing authority. (k) Absence of Certain Changes and Events. Since the date of the Financial Statements, there has not been: (i) Any transaction involving more than US$1,000 entered into by SCM other than in the ordinary course of business; (ii) Any declaration, payment, or setting aside of any dividend or other distribution to or for any of the holders of any equity interest; (iii) Any termination, modification, or rescission of, or waiver by SCM of rights under, any contract having or reasonably likely to have a Material Adverse Change on the business of SCM; (iv) Any discharge or satisfaction by SCM of any lien or encumbrance, or any payment of any obligation or liability (absolute or contingent) other than liabilities shown on the Financial Statements and liabilities incurred since the date of the Financial Statements in the ordinary course of business; (v) Any mortgage, pledge, imposition of any security interest, claim, encumbrance, or other restriction created on any of the assets, tangible or intangible, of SCM having or reasonably likely to have a Material Adverse Change on the business of SCM; (vi) Any settlement amount of any claim, dispute, suit, proceeding or investigation regarding SCM; or (vii) Any event or condition resulting in a Material Adverse Change on the business of SCM. -24-

(l) Leases in Effect; Real Estate. All real property leases and subleases to which any SCM is a party and any amendments or modifications thereof are listed in Schedule F (each a "LEASE" and, collectively, the "LEASES"). SCM has a valid leasehold interest under such Leases. There are no existing defaults, and SCM has not received or given any written notice of default or claimed default with respect to any Lease and there is no event that with notice or lapse of time, or both, would constitute a default thereunder. All real property occupied by SCM is subject to a written lease. SCM holds no interest in real property other than the Leases. (m) Personal Property. SCM has valid title, free and clear of all title defects, security interests, pledges, options, claims, liens, and encumbrances of any nature whatsoever to all inventory, receivables, furniture, machinery, equipment, and other personal property, tangible or otherwise, reflected on the Financial Statements, except for acquisitions and dispositions since the date of the Financial Statements in the ordinary course of business and not exceeding US$1,000. (n) Litigation and Other Proceedings. Save as set out in the Disclosure Letter and as would not have a Material Adverse Change on the business or assets of SCM, none of SCM nor any of its past or present officers, directors, or employees, is a party to any pending or, threatened action, suit, labour dispute (including any union representation proceeding), proceeding, investigation, or discrimination claim in or by any court or governmental

(l) Leases in Effect; Real Estate. All real property leases and subleases to which any SCM is a party and any amendments or modifications thereof are listed in Schedule F (each a "LEASE" and, collectively, the "LEASES"). SCM has a valid leasehold interest under such Leases. There are no existing defaults, and SCM has not received or given any written notice of default or claimed default with respect to any Lease and there is no event that with notice or lapse of time, or both, would constitute a default thereunder. All real property occupied by SCM is subject to a written lease. SCM holds no interest in real property other than the Leases. (m) Personal Property. SCM has valid title, free and clear of all title defects, security interests, pledges, options, claims, liens, and encumbrances of any nature whatsoever to all inventory, receivables, furniture, machinery, equipment, and other personal property, tangible or otherwise, reflected on the Financial Statements, except for acquisitions and dispositions since the date of the Financial Statements in the ordinary course of business and not exceeding US$1,000. (n) Litigation and Other Proceedings. Save as set out in the Disclosure Letter and as would not have a Material Adverse Change on the business or assets of SCM, none of SCM nor any of its past or present officers, directors, or employees, is a party to any pending or, threatened action, suit, labour dispute (including any union representation proceeding), proceeding, investigation, or discrimination claim in or by any court or governmental board, commission, agency, department, or officer, or any arbitrator, arising from the actions or omissions of SCM or affecting any properties, assets or capital of SCM, nor is there any reasonable basis for any such action, suit, labour dispute, proceeding, investigation or discrimination claim, or, in the case of an individual, from acts in his or her capacity as an officer, director, employee, agent or contractor of SCM. SCM is not a named party to any order, writ, judgment, decree, or injunction. (o) No Defaults. SCM is and has not received written notice that it would be with the passage of time, in default or violation of any term, condition, or provision of (i) its SCM Charter Documents; (ii) any judgment, decree, or order to which SCM is a named party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which SCM is now a party or by which it or any of its properties or assets is bound, except for defaults and violations which have been cured or, individually or in the aggregate, would not have a Material Adverse Change on the business of SCM. (p) Major Contracts. Except for the agreements set out in Schedule G (the "SCM MATERIAL CONTRACTS" SCM is not a party to or bound by: (i) Any employment contract or arrangement providing for annual salary in excess of $30,000 with any officer or employee or with any -25-

consultant or director providing for annual compensation in excess of $30,000; (ii) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (iii) Any joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits; (iv) Reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, $50,000 or pursuant to which SCM has granted or received manufacturing rights, most favoured nation pricing provisions, or exclusive marketing, reproduction, publishing or distribution rights related to any product, group of products or territory; (v) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than $50,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Related Agreements, Closing, or the consummation

consultant or director providing for annual compensation in excess of $30,000; (ii) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (iii) Any joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits; (iv) Reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, $50,000 or pursuant to which SCM has granted or received manufacturing rights, most favoured nation pricing provisions, or exclusive marketing, reproduction, publishing or distribution rights related to any product, group of products or territory; (v) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than $50,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Related Agreements, Closing, or the consummation of the transactions contemplated; (vi) Any license, permit, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Related Agreements, the Closing or the consummation of the transactions contemplated; (vii) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $5,000 or more; or (viii) Any contract containing covenants purporting to limit SCM's freedom to compete in any line of business in any geographic area. All SCM Material Contracts are valid and in full force and effect and SCM has not, nor has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof other than such beaches or defaults that have been cured or that would not cause a Material Adverse Change to the assets or business of SCM. The -26-

Vendor has made available to the Investors a copy of each SCM Material Contract specified in Schedule G together with all amendments, material written waivers or other material written changes thereto. (q) Assets. SCM has legal and beneficial ownership of all assets owned, possessed or used by SCM as indicated in the Financial Statements free and clear of any Encumbrances. No other Person owns any such property and assets which are being used by SCM except for the Leased Property and personal property leased by SCM pursuant to the SCM Material Contracts. (r) Business. The SCA is in full force and effect and there exists no breach, default or non-compliance thereunder by any party and IMTV has not alleged any default on the part of SCM and has not notified SCM or the Vendor of any intention to terminate the SCA. To the best knowledge of the Vendor, Schedule H contains all of the landing rights agreements to which IMTV is a party and through which SCM will have exclusive access to the markets referred to in them, all of which agreements are in full force and effect and unamended, except for certain landing rights agreements which have been amended or terminated without any material adverse effect on the business of SCM. (s) Material Relations. None of the parties to any of the SCM Material Contracts have terminated or in any way

Vendor has made available to the Investors a copy of each SCM Material Contract specified in Schedule G together with all amendments, material written waivers or other material written changes thereto. (q) Assets. SCM has legal and beneficial ownership of all assets owned, possessed or used by SCM as indicated in the Financial Statements free and clear of any Encumbrances. No other Person owns any such property and assets which are being used by SCM except for the Leased Property and personal property leased by SCM pursuant to the SCM Material Contracts. (r) Business. The SCA is in full force and effect and there exists no breach, default or non-compliance thereunder by any party and IMTV has not alleged any default on the part of SCM and has not notified SCM or the Vendor of any intention to terminate the SCA. To the best knowledge of the Vendor, Schedule H contains all of the landing rights agreements to which IMTV is a party and through which SCM will have exclusive access to the markets referred to in them, all of which agreements are in full force and effect and unamended, except for certain landing rights agreements which have been amended or terminated without any material adverse effect on the business of SCM. (s) Material Relations. None of the parties to any of the SCM Material Contracts have terminated or in any way expressed to SCM any intent to reduce the amount of or terminate its business with SCM in the future. (t) Insurance and Banking Facilities. Schedule I contains a complete and correct list of (i) all contracts of insurance or indemnity of SCM in force at the date of this Agreement (including name of insurer or indemnitor, agent, annual premium, coverage, deductible amounts, and expiration date) and (ii) the names and locations of all banks in which SCM has accounts or safe deposit boxes, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. All premiums and other payments due from SCM with respect to any such contracts of insurance or indemnity have been paid, and there are no act, or failures to act that has or might cause any such contract to be cancelled or terminated. All known claims for insurance or indemnity have been presented. (u) Employees. SCM has no written or oral contract of employment or other employment agreement with any of its employees (including any contracts relating to the temporary use or loaning of employees) that are not terminable at will by SCM without payment of severance or termination payments or benefits. Except as would not have a Material Adverse Change on the business or assets of SCM, SCM is not a party to any pending or threatened labour dispute concerning SCM's business or employment practices or the subject of any organizing drive, labour grievance or petition to certify a labour union. SCM has complied with all applicable laws, treaties, ordinances, rules, and regulations and requirements relating to the employment of labour. Except as would not have a Material Adverse Change on the business or assets of SCM, there are no claims pending or to the best of the knowledge of the Vendor, -27-

threatened to be brought against SCM, in any court or administrative agency by any former or current SCM employees. SCM has made all required contributions under the laws of the PRC in respect of wages, salaries and other payments to all employees, officers and directors and has timely paid all such amounts to the proper PRC authority except as would not have a Material Adverse Change on the business or assets of SCM. (v) Certain Agreements. Neither the execution and delivery of this Agreement and the Related Agreements nor the performance of its obligations contained in them will: (i) result in any payment by SCM (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee, or independent contractor of SCM under any employee benefit plan, agreement, or otherwise, (ii) increase any benefits otherwise payable under any employee benefit plan or agreement, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. (w) Guarantees and Suretyships. SCM has no powers of attorney outstanding and SCM has no obligations or liabilities (absolute or contingent) as guarantor, surety, co-signer, endorser, co-maker, or otherwise respecting the obligations or liabilities of any person, corporation, partnership, joint venture, association, organization, or other entity other than as an endorser of negotiable instruments in the ordinary course of business.

threatened to be brought against SCM, in any court or administrative agency by any former or current SCM employees. SCM has made all required contributions under the laws of the PRC in respect of wages, salaries and other payments to all employees, officers and directors and has timely paid all such amounts to the proper PRC authority except as would not have a Material Adverse Change on the business or assets of SCM. (v) Certain Agreements. Neither the execution and delivery of this Agreement and the Related Agreements nor the performance of its obligations contained in them will: (i) result in any payment by SCM (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee, or independent contractor of SCM under any employee benefit plan, agreement, or otherwise, (ii) increase any benefits otherwise payable under any employee benefit plan or agreement, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. (w) Guarantees and Suretyships. SCM has no powers of attorney outstanding and SCM has no obligations or liabilities (absolute or contingent) as guarantor, surety, co-signer, endorser, co-maker, or otherwise respecting the obligations or liabilities of any person, corporation, partnership, joint venture, association, organization, or other entity other than as an endorser of negotiable instruments in the ordinary course of business. (x) Absence of Questionable Payments. None of SCM nor any of its respective Affiliates, directors, officers, agents, employees or other persons acting on its behalf, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds. None of SCM nor any of its respective Affiliates, directors, officers, agents, employees or other persons acting on their behalf, has accepted or received any unlawful contributions, payments, gifts, or expenditures. 7.3 General (a) The Group Structure Agreements. In respect of the parties or persons under the Control of the Vendor (i) Each of the Group Structure Agreements has been duly executed by the parties thereto, are in full force and effect and constitutes the valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (2) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable principles; and (3) save as disclosed otherwise in the Disclosure Letter. (ii) The execution, delivery and performance of each of the Group Structure Agreements by the parties thereto do not conflict with or violate any existing and publicized law, regulation or governmental order in the PRC, save as disclosed otherwise in any of the Disclosure Letter. (iii) The -28-

execution, delivery and performance of each of the Group Structure Agreements by the parties thereto do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any governmental authority in the PRC or, if any such consent, approval, authorization, order, action, filing or notification is required, they have been obtained or made or will be obtained or made prior to the Closing, save as disclosed otherwise in any of the Legal Opinions. (b) The Closing Deliverable Agreements. On or before Closing, each of the Closing Deliverable Agreements will have been duly executed by the parties thereto which are under the Control of the Vendor and, as at Closing, will be in full force and effect and will constitute the valid and legally binding obligations of the parties thereto which are under the Control of the Vendor, enforceable in accordance with their terms at Closing. (c) Full Disclosure. (i) The Vendor is not aware of any facts which could materially adversely affect it, any member of the Group, SCM or which are likely in the future to materially adversely affect any of them and which have not been disclosed by or on behalf of the Vendor or Vendor controlled Companies in connection with or pursuant to this Agreement (except if such facts are caused by any member of the Investor Controlled Companies or the Nominees). (ii) No representation or warranty in this Agreement, nor any statement or certificate furnished or to be furnished to the Investors pursuant to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

execution, delivery and performance of each of the Group Structure Agreements by the parties thereto do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any governmental authority in the PRC or, if any such consent, approval, authorization, order, action, filing or notification is required, they have been obtained or made or will be obtained or made prior to the Closing, save as disclosed otherwise in any of the Legal Opinions. (b) The Closing Deliverable Agreements. On or before Closing, each of the Closing Deliverable Agreements will have been duly executed by the parties thereto which are under the Control of the Vendor and, as at Closing, will be in full force and effect and will constitute the valid and legally binding obligations of the parties thereto which are under the Control of the Vendor, enforceable in accordance with their terms at Closing. (c) Full Disclosure. (i) The Vendor is not aware of any facts which could materially adversely affect it, any member of the Group, SCM or which are likely in the future to materially adversely affect any of them and which have not been disclosed by or on behalf of the Vendor or Vendor controlled Companies in connection with or pursuant to this Agreement (except if such facts are caused by any member of the Investor Controlled Companies or the Nominees). (ii) No representation or warranty in this Agreement, nor any statement or certificate furnished or to be furnished to the Investors pursuant to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. (d) Reliance. The representations and warranties are made by the Vendor with the knowledge and expectation that the Investors are placing reliance thereon. 8. REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE INVESTOR CONTROLLED COMPANIES 8.1 The Investors represent and warrant to the Vendor that the following statements are true and correct in respect of the Investor Controlled Companies as of the date of this Agreement: (a) Organization, Standing, and Power. It is a company duly organized, validly existing, and in good standing under the laws of incorporation, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. It has made available to the Vendor complete and correct copies of its articles of incorporation, bylaws, registers and/or other organizational documents of it, in each case, as amended to the date hereof. (b) Corporate Records. Its minute books and corporate records, complete and correct copies of which have been made available to the Vendor, contain correct and complete records of all proceedings and actions taken at all -29-

meetings of, or effected by written consent of, its shareholders and its board of directors, and all original issuances and subsequent transfers, repurchases, and cancellations of its shares. (c) Capital Structure. (i) Prior to and immediately following Closing its issued share capital will be as set out in Schedule C and Schedule D respectively. (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which its is a party or by which it may be bound obligating company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares, or obligating it to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. It does not have outstanding any bonds, debentures, notes or other indebtedness. (d) Subsidiaries. It does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar

meetings of, or effected by written consent of, its shareholders and its board of directors, and all original issuances and subsequent transfers, repurchases, and cancellations of its shares. (c) Capital Structure. (i) Prior to and immediately following Closing its issued share capital will be as set out in Schedule C and Schedule D respectively. (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which its is a party or by which it may be bound obligating company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares, or obligating it to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. It does not have outstanding any bonds, debentures, notes or other indebtedness. (d) Subsidiaries. It does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except as set out in Schedule C. Its particulars as set out in Schedule C are true and accurate in all respects and the percentage of its share capital shown therein as owned or controlled by it is beneficially owned and clear of all Encumbrances. There is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any of its share or loan capital (including any of its option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests). (e) Authority. The execution, delivery, and performance of this Agreement and all Related Agreements to be entered into by it have been duly authorized by all necessary action of its board. Certified copies of the resolutions adopted by its board approving this Agreement, the Related Agreements and transactions contemplated hereby and thereby have been provided to the Vendor. (f) Execution. It has duly and validly executed and delivered the Related Agreements and the Related Agreements constitute valid, binding, and enforceable obligations of it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (g) Compliance with Laws and Other Instruments. It holds, and at all times has held all licenses, permits, and authorizations from all governmental entities necessary for the lawful conduct of its business pursuant to all applicable -30-

statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. (h) Corporate Governance. Neither the execution and delivery of Related Agreements nor the performance by it of its obligations under the Related Agreements will (i) conflict with or result in any breach of its charter documents; (ii) require any Consent, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. (i) No Liabilities and No Business Activities. Save as contemplated under the Related Agreements, it has no liabilities of any nature howsoever arising, is not involved in any litigation whether as plaintiff or defendant, has no assets and is not carrying on any business of any nature. (j) No Contracts. Save as contemplated under this Agreement and the Related Agreements, it has not entered

statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. (h) Corporate Governance. Neither the execution and delivery of Related Agreements nor the performance by it of its obligations under the Related Agreements will (i) conflict with or result in any breach of its charter documents; (ii) require any Consent, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. (i) No Liabilities and No Business Activities. Save as contemplated under the Related Agreements, it has no liabilities of any nature howsoever arising, is not involved in any litigation whether as plaintiff or defendant, has no assets and is not carrying on any business of any nature. (j) No Contracts. Save as contemplated under this Agreement and the Related Agreements, it has not entered into any agreement, contract, legal arrangement or documentation of any type or nature. 8.2 General (a) The Group Structure Agreements. In respect of the parties or persons under the Control of the Investor (i) Each of the Group Structure Agreements and PRC Company Controlling Documents that has been duly executed by the parties thereto, are in full force and effect and constitutes the valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (2) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable principles. (ii) The execution, delivery and performance of each of the Group Structure Agreements and PRC Company Controlling Documents by the parties thereto do not conflict with or violate any existing and publicized law, regulation or governmental order in the PRC. (iii) The execution, delivery and performance of each of the Group Structure Agreements by the parties thereto do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any governmental authority in the PRC or, if any such consent, approval, authorization, order, action, filing or notification is required, they have been obtained or made or will be obtained or made prior to the Closing. (b) Deliverable Agreements. On or before Closing, each of the Group Structure Agreements will have been duly executed by the parties thereto which are -31-

under the Control of the Investor and, as at Closing, will be in full force and effect and will constitute the valid and legally binding obligations of the parties thereto which are under the Control of the Investor, enforceable in accordance with their terms at Closing. (c) Full Disclosure. (i) The Investor is not aware of any facts which could materially adversely affect it, any member of the Group, SCM or which are likely in the future to materially adversely affect any of them and which have not been disclosed by or on behalf of the Investors or Investor controlled Companies in connection with or pursuant to this Agreement (except if such facts are caused by any member of the Vendor Controlled Companies). (ii) No representation or warranty in this Agreement, nor any statement or certificate furnished or to be furnished to the Vendor pursuant to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. (d) Reliance. The representations and warranties are made by the Investors with the knowledge and expectation that the Vendor is placing reliance thereon. 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR

under the Control of the Investor and, as at Closing, will be in full force and effect and will constitute the valid and legally binding obligations of the parties thereto which are under the Control of the Investor, enforceable in accordance with their terms at Closing. (c) Full Disclosure. (i) The Investor is not aware of any facts which could materially adversely affect it, any member of the Group, SCM or which are likely in the future to materially adversely affect any of them and which have not been disclosed by or on behalf of the Investors or Investor controlled Companies in connection with or pursuant to this Agreement (except if such facts are caused by any member of the Vendor Controlled Companies). (ii) No representation or warranty in this Agreement, nor any statement or certificate furnished or to be furnished to the Vendor pursuant to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. (d) Reliance. The representations and warranties are made by the Investors with the knowledge and expectation that the Vendor is placing reliance thereon. 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR The Vendor hereby represents, warrants and covenants to each of the Investors that each of the following statements is true: 9.1 Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation. 9.2 Authorisation and Authority. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute its legal, valid and binding obligations enforceable in accordance with its terms. 9.3 Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to sale the Sale Shares and to execute, deliver and perform this Agreement. 9.4 Compliance with Laws and Other Instruments. It holds, and at all times has held all licenses, permits, and authorizations from all governmental entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation, except for those violations which will not cause Material Adverse Change to the business or assets of SCM. -32-

9.5 Corporate Governance. Neither the execution and delivery of this Agreement and Related Agreements nor the performance by it of its obligations under this Agreement and Related Agreements will (i) conflict with or result in any breach of its charter documents; (ii) require any Consents by Governmental Entity, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. 10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTORS Each of the Investors hereby represents, warrants and covenants to the Vendor that each of the following statements is true: 10.1 Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation.

9.5 Corporate Governance. Neither the execution and delivery of this Agreement and Related Agreements nor the performance by it of its obligations under this Agreement and Related Agreements will (i) conflict with or result in any breach of its charter documents; (ii) require any Consents by Governmental Entity, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. 10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTORS Each of the Investors hereby represents, warrants and covenants to the Vendor that each of the following statements is true: 10.1 Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation. 10.2 Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute its legal, valid and binding obligations enforceable in accordance with its terms. 10.3 Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to make the Loan and to purchase the Sale Shares and to execute, deliver and perform this Agreement. 10.4 Compliance with Laws and Other Instruments. It holds, and at all times has held all licenses, permits, and authorizations from all governmental entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. 10.5 Corporate Governance. Neither the execution and delivery of this Agreement and Related Agreements nor the performance by it of its obligations under this Agreement and Related Agreements will (i) conflict with or result in any breach of its charter documents; (ii) require any Consents by Governmental Entity, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. -33-

11. CONDITIONS OF THE INVESTORS' AND VENDOR'S OBLIGATIONS AT CLOSING AND TO PAYMENT OF SECOND PAYMENT 11.1 Closing Date. The obligations of the Investors and the Vendor under this Agreement are subject to the satisfaction or waiver, on or before the Closing Date of each of the following: (a) Representations and Warranties. The representations and warranties contained in Clauses 7, 8, 9 and 10 shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date. (b) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental thereto shall be reasonably satisfactory in form and substance to all parties, and all parties shall have received all such counterpart original and certified or other copies of such documents as it may reasonably request.

11. CONDITIONS OF THE INVESTORS' AND VENDOR'S OBLIGATIONS AT CLOSING AND TO PAYMENT OF SECOND PAYMENT 11.1 Closing Date. The obligations of the Investors and the Vendor under this Agreement are subject to the satisfaction or waiver, on or before the Closing Date of each of the following: (a) Representations and Warranties. The representations and warranties contained in Clauses 7, 8, 9 and 10 shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date. (b) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incidental thereto shall be reasonably satisfactory in form and substance to all parties, and all parties shall have received all such counterpart original and certified or other copies of such documents as it may reasonably request. (c) Performance. The Group and SCM shall have performed and complied with all agreements, obligations and conditions contained in this Agreement and the Group Structure Agreements that are required to be performed or complied with by it on or before Closing. (d) Establishment of the Group. The companies in the Group shall have been established in all respects to the satisfaction of the parties and all governmental approvals for the establishment and operation of the same shall have been obtained. (e) Equity interests of SCM. The entire equity interests of SCM are owned by WGQ free and clear of any Encumbrance (of which 10% is held by Shanghai Wai Gao Qiao (Group) Limited for and on behalf of WGQ) and all governmental approvals of the same shall have been obtained. (f) Sale and Purchase of SCM. The WGQ and WFOE shall have entered into a call option agreement in the form and substance as set out in Schedule J for all of the WGQ's interests in and to SCM. (g) Service Agreements. SCM shall have entered into services agreements in the form and substance as set out in Schedule K with each of the Vendor, PRC Company and WFOE. (h) IMTV. IMTV shall have all Consents, landing rights as described in Schedule H (except that some land rights may be terminated or amended provided such termination or revision would not have a Material Adverse Change on the business of SCM) and all other assets and commercial rights necessary for SCM to carry out its business as set out in the Financial Statements. The SCA between IMTV and SCA is in full force and effect and there has been no -34-

material amendment to the SCA and there has been no material breaches thereunder by any party. 11.2 At Second Payment Date. The obligations of the Investors making the Second Payment under Clause 4 of this Agreement shall be subject to the satisfaction or waiver of each of the following on the date that the Second payment is made: (a) Conditions under Clause 11.1. The conditions set out under Clauses 11.1(b), 11.1(c) (in respect of SCM only) and 11.1(e)-(h) in relation to the Vendor with references to the Closing Date construed as references to the date that the Second Payment is to be made having been satisfied or waived. (b) Continuation and Validity of SCA. The SCA being valid, binding among the parties thereto and unamended and nothing having been done that may result in its termination or invalidity for any reason. 11.3 If the PRC Company has not yet been incorporated and is required to execute and deliver documents prior to or at Closing then the PRC Company shall execute and deliver such documents as soon as practicable after it has been incorporated and in any event within 5 Business Days of its incorporation.

material amendment to the SCA and there has been no material breaches thereunder by any party. 11.2 At Second Payment Date. The obligations of the Investors making the Second Payment under Clause 4 of this Agreement shall be subject to the satisfaction or waiver of each of the following on the date that the Second payment is made: (a) Conditions under Clause 11.1. The conditions set out under Clauses 11.1(b), 11.1(c) (in respect of SCM only) and 11.1(e)-(h) in relation to the Vendor with references to the Closing Date construed as references to the date that the Second Payment is to be made having been satisfied or waived. (b) Continuation and Validity of SCA. The SCA being valid, binding among the parties thereto and unamended and nothing having been done that may result in its termination or invalidity for any reason. 11.3 If the PRC Company has not yet been incorporated and is required to execute and deliver documents prior to or at Closing then the PRC Company shall execute and deliver such documents as soon as practicable after it has been incorporated and in any event within 5 Business Days of its incorporation. 12. INDEMNITY 12.1 Indemnity of Investors. The Vendor will indemnify and will keep indemnified and save harmless each of the Investors from and against: (a) any and all losses, claims, damages (including lost profits, consequential damages, interest, penalties, fines and monetary sanctions) liabilities and costs incurred or suffered by the Investors by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach of any warranty, representation or covenant or the inaccuracy of any representation made in respect of any Vendor Controlled Company by the Vendor contained or referred to in this Agreement in connection therewith including, but not limited to, any diminution in the value of the assets of and any payment made or required to be made by the Investors and any costs and expenses incurred as a result of such breach provided that the indemnity contained in this Clause 12..1 shall be without prejudice to any other rights and remedies available to the Investors; or (b) the nonfulfillment or breach of any covenant, undertaking, agreement or other obligation of any member of the Vendor Controlled Companies to any of the Group Structure Agreements; (c) save as disclosed in the Financial Statements, any and all losses, claims, damages (including lost profits, consequential damages, interest, penalties, fines and monetary sanctions) liabilities and costs incurred or suffered by any of the Vendor Controlled Companies by reason of, resulting from, in connection with, or arising in any manner whatsoever out of or from any action, inaction or omission prior to Closing including, but not limited to, any -35-

diminution in the value of the assets of any of the Vendor Controlled Companies and any payment made or required to be made by the Vendor Controlled Companies and any costs and expenses incurred as a result of such breach provided that the indemnity contained in this Clause 12.1 shall be without prejudice to any other rights and remedies available to the Investors provided that the Vendor shall have no liability to indemnify the Investors for any losses arising directly as a result of (i) any competent governmental authority in the PRC shall have issued any order, decree or ruling or takes any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the proposed business and operation of the Group or the Group Structure Agreements; or (ii) such indemnity arises from the actions or inactions of the Investor or Persons under the Control of the Investors. 12.2 Indemnity of the Vendor. The Investors will indemnify and will keep indemnified and save harmless the Vendor from and against:

diminution in the value of the assets of any of the Vendor Controlled Companies and any payment made or required to be made by the Vendor Controlled Companies and any costs and expenses incurred as a result of such breach provided that the indemnity contained in this Clause 12.1 shall be without prejudice to any other rights and remedies available to the Investors provided that the Vendor shall have no liability to indemnify the Investors for any losses arising directly as a result of (i) any competent governmental authority in the PRC shall have issued any order, decree or ruling or takes any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the proposed business and operation of the Group or the Group Structure Agreements; or (ii) such indemnity arises from the actions or inactions of the Investor or Persons under the Control of the Investors. 12.2 Indemnity of the Vendor. The Investors will indemnify and will keep indemnified and save harmless the Vendor from and against: (a) any and all losses, claims, damages (including lost profits, consequential damages, interest, penalties, fines and monetary sanctions) liabilities and costs incurred or suffered by the Vendor by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach of any warranty, representation or covenant or the inaccuracy of any representation in respect of the Investor Controlled Companies in connection therewith provided that the indemnity contained in this Clause 12.2 shall be without prejudice to any other rights and remedies available to the Vendor; or (b) The nonfulfillment or breach of any covenant, undertaking, agreement or other obligation of any Investor Controlled Company and the Nominees to any of the Group Structure Agreements provided that the Investors shall have no liability to indemnify the Vendor for any losses arising directly as a result of (i) any competent governmental authority in the PRC shall have issued any order, decree or ruling or takes any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the proposed business and operation of the Group or the Group Structure Agreements; or (ii) such indemnity arises from the actions or inactions of the Vendor or Persons under the Control of the Vendor. 12.3 Costs. For the purposes of this Clause 12, "costs" includes lawyers' (on a solicitor and his own client's basis) and accountants' fees and expenses, court costs and all other out-of-pocket expenses. 12.4 Survival of Indemnification. The representations and warranties of the parties to this Agreement and the rights to indemnification under this Agreement with respect thereto will survive Closing. 12.5 Third Party Claims. A party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") shall notify promptly the indemnifying party (the "INDEMNIFYING PARTY") in writing of the commencement of any action or proceeding with respect to which a -36-

claim for indemnification may be made pursuant to this Agreement. In case any claim, action or proceeding is brought against an Indemnified Party and the Indemnified Party notifies the Indemnifying Party in writing of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof, to the extent that it chooses, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnified Party that the Indemnified Party reasonably believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified Party shall have the right to assume or

claim for indemnification may be made pursuant to this Agreement. In case any claim, action or proceeding is brought against an Indemnified Party and the Indemnified Party notifies the Indemnifying Party in writing of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof, to the extent that it chooses, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnified Party that the Indemnified Party reasonably believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), and the Indemnifying Party shall be liable for any expenses therefor. 12.6 Settlement of Claims. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party and (iii) does not include any injunctive or other non-monetary relief. 13. TERMINATION 13.1 Termination. This Agreement may be terminated at any time prior to Closing: (a) by any of the Investors if, between the date hereof and Closing: (i) there is a Material Adverse Change caused by the Vendor's breach of any provision of this Agreement or the Related Agreements, (ii) any representations and warranties made by the Vendor as contained in this Agreement shall not have been materially true and correct when made, (iii) the Vendor shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iv) SCM or any Vendor Controlled Company who is a party to any of the Group Structure Agreements makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against SCM or any Vendor Controlled Company seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or -37-

composition of its debts under any law related to bankruptcy, insolvency or reorganization; (b) by the Vendor if, between the date hereof and Closing: (i) any representations and warranties made by the Investors contained in this Agreement shall not have been materially true and correct when made, (ii) the Investors shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iii) the Investors, the Investor Controlled Companies or the Nominees make a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Investors, the Investor Controlled Companies or the Nominees in question seeking to adjudicate the Investors, the Investor Controlled Companies or the Nominees in question bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (c) by the Investors or the Vendor in the event that any competent governmental authority in the PRC shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the proposed business and operation of the Group or the Group Structure Agreements; or

composition of its debts under any law related to bankruptcy, insolvency or reorganization; (b) by the Vendor if, between the date hereof and Closing: (i) any representations and warranties made by the Investors contained in this Agreement shall not have been materially true and correct when made, (ii) the Investors shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iii) the Investors, the Investor Controlled Companies or the Nominees make a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Investors, the Investor Controlled Companies or the Nominees in question seeking to adjudicate the Investors, the Investor Controlled Companies or the Nominees in question bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (c) by the Investors or the Vendor in the event that any competent governmental authority in the PRC shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the proposed business and operation of the Group or the Group Structure Agreements; or (d) by the mutual written consent of the Investors and the Vendor. 13.2 Effect of Termination. In the event of termination of this Agreement as provided in Clause 13.1 this Agreement shall forthwith become void provided that nothing herein shall relieve any party hereto from liability for any breach of this Agreement. 14. CONFIDENTIALITY AND NON-DISCLOSURE 14.1 Non-Disclosure of Terms. The terms and conditions of this Agreement and the Related Agreements, including their existence, shall be considered confidential information and shall not be disclosed by any party hereto to any third party except in accordance with the provisions set forth below; provided that such confidential information shall not include any information that is in the public domain other than by the breach of the confidentiality obligations hereunder. 14.2 Press Releases, Etc. Any press release issued by any party hereto or any member of the Group in relation to this Agreement shall be approved in advance in writing by the each Party to this Agreement, whose consent shall not be unreasonably withheld. No other announcement regarding any of the terms set out in this Agreement or the Related Agreements in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without the prior written consent of each Party to this Agreement, whose consent shall not be unreasonably withheld. -38-

14.3 Permitted Disclosures. Notwithstanding the foregoing, any party may disclose any of the terms set out this Agreement and the Related Agreements to its current or bona fide, employees, bankers, lenders, partners, accountants and attorneys and other professional advisers, in each case only where such persons or entities are under appropriate non-disclosure obligations. 14.4 Legally Compelled Disclosure. In the event that any party is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to disclose the existence or terms of this Agreement or the Related Agreements in contravention of the provisions of this Clause 14., such party (the "DISCLOSING PARTY") shall provide the other parties (the "NON-DISCLOSING PARTIES") with prompt written notice of that fact and use all reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any NonDisclosing Party. If disclosure is required then to the extent that disclosure of the Related Agreements complies such disclosure requirement then this Agreement shall remain confidential. 14.5 Other Information. The provisions of this Clause 14. shall be in addition to, and not in substitution for, the

14.3 Permitted Disclosures. Notwithstanding the foregoing, any party may disclose any of the terms set out this Agreement and the Related Agreements to its current or bona fide, employees, bankers, lenders, partners, accountants and attorneys and other professional advisers, in each case only where such persons or entities are under appropriate non-disclosure obligations. 14.4 Legally Compelled Disclosure. In the event that any party is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to disclose the existence or terms of this Agreement or the Related Agreements in contravention of the provisions of this Clause 14., such party (the "DISCLOSING PARTY") shall provide the other parties (the "NON-DISCLOSING PARTIES") with prompt written notice of that fact and use all reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any NonDisclosing Party. If disclosure is required then to the extent that disclosure of the Related Agreements complies such disclosure requirement then this Agreement shall remain confidential. 14.5 Other Information. The provisions of this Clause 14. shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties hereto with respect to the transactions contemplated hereby. 15. MISCELLANEOUS 15.1 Survival of Warranties. The representations, warranties and covenants contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investors. 15.2 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 15.3 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. 15.4 Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement or the Related Agreements, or the breach, termination or invalidity thereof, shall be settled shall be settled as follows: (a) For disputes involving only PRC domestic companies, in accordance with the China International Economic and Trade Arbitration Committee, Shanghai Commission. -39-

(b) For disputes involving a party other than a Person incorporated or resident in the PRC the parties will negotiate in good faith a resolution to the dispute, provided that if no agreement is reached then the parties agree that such disputes shall be settled in accordance with the UNICITRAL Arbitration Rules in Hong Kong as present in force in the manner set out in the following: (i) The procedures of this Clause 14.4(b) may be initiated by a written notice (a "DISPUTE NOTICE") given by one party (a "CLAIMANT") to the other, but not before thirty (30) days have passed during which the parties have been unable to reach a resolution. The Dispute Notice shall be accompanied by (i) a statement of the Claimant describing the dispute in reasonable detail and (ii) documentation, if any, supporting the Claimant's position on the dispute. Within twenty (20) days after the other party's (the "RESPONDENT") receipt of the Dispute Notice and accompanying materials, the dispute shall be resolved by binding arbitration in Hong Kong under the UNCITRAL Arbitration Rules. All arbitration procedures pursuant to this paragraph (a) shall be confidential and treated as compromise and settlement negotiations and shall not be admissible in any arbitration or other proceeding.

(b) For disputes involving a party other than a Person incorporated or resident in the PRC the parties will negotiate in good faith a resolution to the dispute, provided that if no agreement is reached then the parties agree that such disputes shall be settled in accordance with the UNICITRAL Arbitration Rules in Hong Kong as present in force in the manner set out in the following: (i) The procedures of this Clause 14.4(b) may be initiated by a written notice (a "DISPUTE NOTICE") given by one party (a "CLAIMANT") to the other, but not before thirty (30) days have passed during which the parties have been unable to reach a resolution. The Dispute Notice shall be accompanied by (i) a statement of the Claimant describing the dispute in reasonable detail and (ii) documentation, if any, supporting the Claimant's position on the dispute. Within twenty (20) days after the other party's (the "RESPONDENT") receipt of the Dispute Notice and accompanying materials, the dispute shall be resolved by binding arbitration in Hong Kong under the UNCITRAL Arbitration Rules. All arbitration procedures pursuant to this paragraph (a) shall be confidential and treated as compromise and settlement negotiations and shall not be admissible in any arbitration or other proceeding. (ii) The parties shall agree on a single arbitrator to resolve the dispute. If the Parties fail to agree on the designation of an arbitrator within a twenty (20)-day period the Hong Kong International Arbitration Centre shall be requested to designate the single arbitrator. If the arbitrator becomes disabled, resigns or is otherwise unable to discharge the arbitrator's duties, the arbitrator's successor shall be appointed in the same manner as the arbitrator was appointed. (iii) Any award arising out of arbitration (i) shall be binding and conclusive upon the parties; (ii) shall be limited to a holding for or against a party, and affording such monetary remedy as is deemed equitable, just and within the scope of this Agreement; (iii) may not include special, indirect, incidental, consequential, special, punitive or exemplary damages or diminution in value; (iv) may in appropriate circumstances include injunctive relief; and (v) may be entered in a court. (iv) Arbitration shall not be deemed a waiver of any right of termination under this Agreement, and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the parties prior to termination in accordance with this Agreement. (v) The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. (c) Each party shall bear its own expenses incurred in any arbitration or litigation, but any expenses related to the compensation and the costs of the arbitrator shall be borne equally by the parties to the dispute. -40-

(d) If any action or proceeding is commenced to construe or enforce this Agreement or the rights and duties of the parties hereunder, then the party prevailing in that action, and any appeal thereof, shall be entitled to recover its attorney's fees and costs in that action or proceeding, as well as all costs and fees of any appeal or action to enforce any judgment entered in connection therewith. 15.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 15.7 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon postal service delivery, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof or by facsimile at the facsimile number set out on the signature page hereof, or at such other address or facsimile number as such party may designate by ten (10) days' advance written notice to the other parties.

(d) If any action or proceeding is commenced to construe or enforce this Agreement or the rights and duties of the parties hereunder, then the party prevailing in that action, and any appeal thereof, shall be entitled to recover its attorney's fees and costs in that action or proceeding, as well as all costs and fees of any appeal or action to enforce any judgment entered in connection therewith. 15.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 15.7 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon postal service delivery, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof or by facsimile at the facsimile number set out on the signature page hereof, or at such other address or facsimile number as such party may designate by ten (10) days' advance written notice to the other parties. 15.8 Expenses. Each of the parties hereto shall be responsible for its own costs and expenses incurred in the preparation, negotiation and execution of this Agreement. 15.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms. 15.10 Language. This Agreement shall be executed in both the English and Chinese languages and in the event of any discrepancy between the two versions the parties hereto shall negotiate in good faith to resolve the discrepancy provided that if such good faith negations do not resolve in a resolution then the English version of this Agreement shall prevail. - EXECUTION PAGE FOLLOWS -41-

EXECUTION IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE INVESTOR For and on behalf of XINHUA FINANCE MEDIA LIMITED
By: /s/ Fredy Bush --------------------------------Name: Fredy Bush Title: Director

Address of the Investor: Century Yard, Cricket Square, Hutchins Drive, PO Box 2681 GT, George Town, Grand Cayman, British West Indies Telephone: __________________________ Facsimile: __________________________

EXECUTION IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE INVESTOR For and on behalf of XINHUA FINANCE MEDIA LIMITED
By: /s/ Fredy Bush --------------------------------Name: Fredy Bush Title: Director

Address of the Investor: Century Yard, Cricket Square, Hutchins Drive, PO Box 2681 GT, George Town, Grand Cayman, British West Indies Telephone: __________________________ Facsimile: __________________________ -42-

THE INVESTOR For and on behalf of SINO INVESTMENT HOLDINGS LIMITED
By: /s/ Shelley Sean Singhal --------------------------------Name: Shelley Sean Singhal Title: Authorized signatory

Address of the Investor: Charlotte House, Charlotte Street, PO Box N-341, Nassau, Bahamas. Telephone: __________________________ Facsimile: __________________________ -43-

THE VENDOR For and on behalf of SUNGOLDEN LIMITED
By: /s/ Zhang Guan Ming --------------------------------Name: Zhang Guan Ming Title: Director

Address of the Vendor: Room 2204A, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong

THE INVESTOR For and on behalf of SINO INVESTMENT HOLDINGS LIMITED
By: /s/ Shelley Sean Singhal --------------------------------Name: Shelley Sean Singhal Title: Authorized signatory

Address of the Investor: Charlotte House, Charlotte Street, PO Box N-341, Nassau, Bahamas. Telephone: __________________________ Facsimile: __________________________ -43-

THE VENDOR For and on behalf of SUNGOLDEN LIMITED
By: /s/ Zhang Guan Ming --------------------------------Name: Zhang Guan Ming Title: Director

Address of the Vendor: Room 2204A, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong Telephone: __________________________ Facsimile: __________________________ -44-

SCHEDULE A DETAILS OF SALE SHARES
NET AMOUNT PAYABLE ON THE FIRST PAYMENT DATE -----------------US$2,500,000 US$892,857 US$1,607,143 US$2,142,857 NET AMOUNT PAYABLE ON THE SECOND PAYMENT DATE ------------------US$2,500,000 US$892,857 US$1,607,143 US$2,142,857

NAME OF INVESTOR ---------------Xinhua Finance Media Limited Xinhua Finance Media Limited Sino Investments Holdings Limited Sino Investments Holdings Limited

DIRECT/ INDIRECT -------Direct Direct Direct Through Quality Idea Through Fine Power

NO. OF SHARES -----70 25 25 60

Sino Investments Holdings Limited

80

US$2,857,143

US$2,857,143

---

-------------

-------------

THE VENDOR For and on behalf of SUNGOLDEN LIMITED
By: /s/ Zhang Guan Ming --------------------------------Name: Zhang Guan Ming Title: Director

Address of the Vendor: Room 2204A, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong Telephone: __________________________ Facsimile: __________________________ -44-

SCHEDULE A DETAILS OF SALE SHARES
NET AMOUNT PAYABLE ON THE FIRST PAYMENT DATE -----------------US$2,500,000 US$892,857 US$1,607,143 US$2,142,857 NET AMOUNT PAYABLE ON THE SECOND PAYMENT DATE ------------------US$2,500,000 US$892,857 US$1,607,143 US$2,142,857

NAME OF INVESTOR ---------------Xinhua Finance Media Limited Xinhua Finance Media Limited Sino Investments Holdings Limited Sino Investments Holdings Limited

DIRECT/ INDIRECT -------Direct Direct Direct Through Quality Idea Through Fine Power

NO. OF SHARES -----70 25 25 60

Sino Investments Holdings Limited

80

US$2,857,143

US$2,857,143

TOTAL:

--280 ===

------------US$10,000,000 =============

------------US$10,000,000 =============

-45-

SCHEDULE B GROUP STRUCTURE AGREEMENTS 1. Consulting agreement entered into between WFOE and SCM 2. Advertising services agreement between PRC Company and SCM 3. Call-option agreement between WGQ and WFOE 4. Loan agreement among PRC Company, WGQ and the relevant bank with respect of a loan -46-

SCHEDULE A DETAILS OF SALE SHARES
NET AMOUNT PAYABLE ON THE FIRST PAYMENT DATE -----------------US$2,500,000 US$892,857 US$1,607,143 US$2,142,857 NET AMOUNT PAYABLE ON THE SECOND PAYMENT DATE ------------------US$2,500,000 US$892,857 US$1,607,143 US$2,142,857

NAME OF INVESTOR ---------------Xinhua Finance Media Limited Xinhua Finance Media Limited Sino Investments Holdings Limited Sino Investments Holdings Limited

DIRECT/ INDIRECT -------Direct Direct Direct Through Quality Idea Through Fine Power

NO. OF SHARES -----70 25 25 60

Sino Investments Holdings Limited

80

US$2,857,143

US$2,857,143

TOTAL:

--280 ===

------------US$10,000,000 =============

------------US$10,000,000 =============

-45-

SCHEDULE B GROUP STRUCTURE AGREEMENTS 1. Consulting agreement entered into between WFOE and SCM 2. Advertising services agreement between PRC Company and SCM 3. Call-option agreement between WGQ and WFOE 4. Loan agreement among PRC Company, WGQ and the relevant bank with respect of a loan -46-

SCHEDULE C CORPORATE DETAILS OF THE GROUP PRIOR TO CLOSING OFFSHORE GROUP
NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS UPPER STEP HOLDINGS LIMITED 28 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 500 ordinary shares NUMBER OF ORDINARY SHARES ---------------

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ----

SCHEDULE B GROUP STRUCTURE AGREEMENTS 1. Consulting agreement entered into between WFOE and SCM 2. Advertising services agreement between PRC Company and SCM 3. Call-option agreement between WGQ and WFOE 4. Loan agreement among PRC Company, WGQ and the relevant bank with respect of a loan -46-

SCHEDULE C CORPORATE DETAILS OF THE GROUP PRIOR TO CLOSING OFFSHORE GROUP
NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS UPPER STEP HOLDINGS LIMITED 28 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 500 ordinary shares NUMBER OF ORDINARY SHARES --------------80 290 60 70 --500 ===

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Fine Power Limited Honour Rise Services Limited Quality Idea Limited Tai Mou Services Limited TOTAL:

DIRECTOR COMPANY SECRETARY

Clifford Ng King Secretaries Limited

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

CHINA LEAD PROFITS LIMITED 1 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 1 ordinary share NAME ---Upper Step Holdings Limited Clifford Ng NUMBER OF ORDINARY SHARES --------------1

AUTHORISED CAPITAL

ISSUED CAPITAL SHAREHOLDER

DIRECTOR

SCHEDULE C CORPORATE DETAILS OF THE GROUP PRIOR TO CLOSING OFFSHORE GROUP
NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS UPPER STEP HOLDINGS LIMITED 28 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 500 ordinary shares NUMBER OF ORDINARY SHARES --------------80 290 60 70 --500 ===

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Fine Power Limited Honour Rise Services Limited Quality Idea Limited Tai Mou Services Limited TOTAL:

DIRECTOR COMPANY SECRETARY

Clifford Ng King Secretaries Limited

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

CHINA LEAD PROFITS LIMITED 1 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 1 ordinary share NAME ---Upper Step Holdings Limited Clifford Ng NUMBER OF ORDINARY SHARES --------------1

AUTHORISED CAPITAL

ISSUED CAPITAL SHAREHOLDER

DIRECTOR

-47NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS FINE POWER LIMITED 5 December 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 80 ordinary shares NAME ---NUMBER OF ORDINARY SHARES ---------------

AUTHORISED CAPITAL

ISSUED CAPITAL SHAREHOLDER

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

FINE POWER LIMITED 5 December 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 80 ordinary shares NAME ---Tai Mou Services Limited Zhang Guan Ming NUMBER OF ORDINARY SHARES --------------80

AUTHORISED CAPITAL

ISSUED CAPITAL SHAREHOLDER

DIRECTOR

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

HING YEE SERVICE LIMITED 9 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 65 ordinary shares NUMBER OF ORDINARY SHARES --------------65

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Sungolden Limited Zhang Guan Ming

DIRECTOR

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

HONOUR RISE SERVICES LIMITED 25 November 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 280 ordinary shares NUMBER OF ORDINARY SHARES --------------280

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Sungolden Limited Zhang Guan Ming

DIRECTOR

-48NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS QUALITY IDEA LIMITED 9 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00

AUTHORISED CAPITAL

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

QUALITY IDEA LIMITED 9 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 60 ordinary shares NUMBER OF ORDINARY SHARES --------------60

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Hing Yee Service Limited Zhang Guan Ming

DIRECTOR

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

TAI MOU SERVICES LIMITED 9 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 150 ordinary shares NUMBER OF ORDINARY SHARES --------------150

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Sungolden Limited Zhang Guan Ming

DIRECTOR

ONSHORE GROUP
NAME JIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD. (WFOE) 28 February 2006, PRC Room 240, No. 227 Long, Ru Shan Lu, Pudong New District, Shanghai, PRC US$3,200,000

DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

REGISTERED CAPITAL

-49SHAREHOLDER NAME ---China Lead Profits Limited Graham Anton Earnshaw SHAREHOLDING -----------100%

LEGAL REPRESENTATIVE

NAME

SHANGHAI YUANZHI ADVERTISING CO., LTD. (To be established) PRC RMB100,000 NAME SHAREHOLDING

DATE AND PLACE OF INCORPORATION REGISTERED CAPITAL SHAREHOLDER

SHAREHOLDER

NAME ---China Lead Profits Limited Graham Anton Earnshaw

SHAREHOLDING -----------100%

LEGAL REPRESENTATIVE

NAME

SHANGHAI YUANZHI ADVERTISING CO., LTD. (To be established) PRC RMB100,000 NAME ---Li Guang Jie Wan Jun SHAREHOLDING -----------49% 51%

DATE AND PLACE OF INCORPORATION REGISTERED CAPITAL SHAREHOLDER

LEGAL REPRESENTATIVE DIRECTORS

Wan Jun (1) (2) Li Guang Jie Wan Jun

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

SHANGHAI CAMERA MEDIA INVESTMENT CO., LTD. 21 February 2003, PRC 3B10, 168 Tianshan Road, Changning District, Shanghai, PRC RMB60,000,000 NAME ---WGQ WGQ Group SHAREHOLDING -----------90% 10%

REGISTERED CAPITAL SHAREHOLDER

LEGAL REPRESENTATIVE BUSINESS SCOPE

Zhang Guan Ming Real Equity Investment (unless otherwise specified ), enterprise investment consulting, enterprise investment management, enterprise image building, computer design and production(except for advertisement), multi-media production, conference service, exhibition services, design, distribution and agency of advertisements, TV program production and distribution (operate by permit where administrative order is required)

-50-

List of companies in which SCM holds equity interest
SCM SHAREHOLDING -----------80%

NAME ---Shanghai Zhisheng Enterprise Planning Co., Ltd. Beijing Camera Zhisheng Advertising Co., Ltd.

REMARKS -------

100%

Ju Peili and Xia Huai hold a total of 20% of the equity interest on behalf of SCM

List of companies in which SCM holds equity interest
SCM SHAREHOLDING -----------80%

NAME ---Shanghai Zhisheng Enterprise Planning Co., Ltd. Beijing Camera Zhisheng Advertising Co., Ltd.

REMARKS -------

100%

Ju Peili and Xia Huai hold a total of 20% of the equity interest on behalf of SCM

Shanghai Mongshi Culture Media Co., Ltd. Hunan Xiaoying Camera Investment Co., Ltd.

51%

85%

-51-

CORPORATE DETAILS OF THE GROUP FOLLOWING CLOSING OFFSHORE GROUP
NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS UPPER STEP HOLDINGS LIMITED 28 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 500 ordinary shares NUMBER OF ORDINARY SHARES --------80 220 60 185 95 --500 ===

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Fine Power Limited Honour Rise Services Limited Quality Idea Limited Sino Investment Holdings Limited Xinhua Finance Media Limited TOTAL:

DIRECTORS

Fredy Bush Dennis Pelino Shelly Singhal King Secretaries Limited

COMPANY SECRETARY

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

CHINA LEAD PROFITS LIMITED 1 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00

AUTHORISED CAPITAL

CORPORATE DETAILS OF THE GROUP FOLLOWING CLOSING OFFSHORE GROUP
NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS UPPER STEP HOLDINGS LIMITED 28 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 500 ordinary shares NUMBER OF ORDINARY SHARES --------80 220 60 185 95 --500 ===

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Fine Power Limited Honour Rise Services Limited Quality Idea Limited Sino Investment Holdings Limited Xinhua Finance Media Limited TOTAL:

DIRECTORS

Fredy Bush Dennis Pelino Shelly Singhal King Secretaries Limited

COMPANY SECRETARY

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

CHINA LEAD PROFITS LIMITED 1 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 1 ordinary share

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Upper Step Holdings Limited Shelly Singhal

NUMBER OF ORDINARY SHARES --------------1

DIRECTOR

-52NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS FINE POWER LIMITED 5 December 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00

AUTHORISED CAPITAL

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

FINE POWER LIMITED 5 December 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 80 ordinary shares NUMBER OF ORDINARY SHARES --------80

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Sino Investment Holdings Limited Shelly Singhal

DIRECTOR

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

HING YEE SERVICE LIMITED 9 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 65 ordinary shares NUMBER OF ORDINARY SHARES --------------65

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Sungolden Limited Zhang Guan Ming

DIRECTOR

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

HONOUR RISE SERVICES LIMITED 25 November 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 280 ordinary shares NUMBER OF ORDINARY SHARES --------------280

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Sungolden Limited Zhang Guan Ming

DIRECTOR

-53NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS QUALITY IDEA LIMITED 9 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par

AUTHORISED CAPITAL

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

QUALITY IDEA LIMITED 9 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 60 ordinary shares NUMBER OF ORDINARY SHARES --------60

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Sino Investment Holdings Limited

DIRECTOR

Shelly Singhal

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

TAI MOU SERVICES LIMITED 9 September 2005, British Virgin Islands P.O. Box 957, Offshore Incorporations Centre, Road Twon, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of par value US$1.00 150 ordinary shares NUMBER OF ORDINARY SHARES --------------150

AUTHORISED CAPITAL

ISSUED CAPITAL

SHAREHOLDER

NAME ---Sungolden Limited Zhang Guan Ming

DIRECTOR

ONSHORE GROUP
NAME JIA LUO BUISNESS CONSULTING (SHANGHAI) CO., LTD. (WFOE) 28 February 2006, PRC Room 240, No. 227 Long, Ru Shan Lu, Pudong New District, Shanghai, PRC

DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

-54REGISTERED CAPITAL SHAREHOLDER US$3,200,000 NAME ---China Lead Profits Limited Graham Anton Earnshaw SHAREHOLDING -----------100%

LEGAL REPRESENTATIVE

NAME

SHANGHAI YUANZHI ADVERTISING CO., LTD. (To be established) PRC RMB100,000

DATE AND PLACE OF INCORPORATION REGISTERED CAPITAL

REGISTERED CAPITAL SHAREHOLDER

US$3,200,000 NAME ---China Lead Profits Limited Graham Anton Earnshaw SHAREHOLDING -----------100%

LEGAL REPRESENTATIVE

NAME

SHANGHAI YUANZHI ADVERTISING CO., LTD. (To be established) PRC RMB100,000 NAME ---Li Guang Jie Wan Jun Wan Jun (1) (2) Li Guang Jie Wan Jun SHAREHOLDING -----------49% 51%

DATE AND PLACE OF INCORPORATION REGISTERED CAPITAL SHAREHOLDER

LEGAL REPRESENTATIVE DIRECTORS

NAME DATE AND PLACE OF INCORPORATION REGISTERED ADDRESS

SHANGHAI CAMERA MEDIA INVESTMENT CO., LTD. 21 February 2003, PRC 3B10, 168 Tianshan Road, Changning District, Shanghai, PRC RMB60,000,000 NAME ---WGQ WGQ Group Zhang Guan Ming Real Equity Investment (unless otherwise specified), enterprise investment consulting, enterprise investment management, enterprise image building, computer design and production(except for advertisement), multi-media production, conference service, exhibition services, design, distribution and agency of advertisements, TV program production and distribution (operate by permit where administrative order is required) SHAREHOLDING -----------90% 10%

REGISTERED CAPITAL SHAREHOLDER

LEGAL REPRESENTATIVE BUSINESS SCOPE

-55-

SCHEDULE E SCM INTELLECTUAL PROPERTY 1. Copyright with respect of television series "Qi Wu Shi" 2. Copyright with respect of television series "Chuan Yue Ji Qing" 3. Copyright with respect of television series "Zhang Da Cheng Ren"

SCHEDULE E SCM INTELLECTUAL PROPERTY 1. Copyright with respect of television series "Qi Wu Shi" 2. Copyright with respect of television series "Chuan Yue Ji Qing" 3. Copyright with respect of television series "Zhang Da Cheng Ren" 4. Copyright with respect of television series "Hong Se Tian Wang" 5. Copyright with respect of the movie "Jiu Ming" -56-

SCHEDULE F SCM LEASES [List of Leases of SCM] -57-

SCHEDULE G SCM MATERIAL CONTRACTS [List of Material Contracts of SCM] -58-

SCHEDULE H IMTV LANDING RIGHTS [List of Landing Rights of IMTV] -59-

SCHEDULE I INSURANCE AND BANK [List of insurance and bank accounts of SCM and SCM Beijing Branch] -60-

SCHEDULE J Please refer to exhibit 10.14 for the executed version of the agreement. -61-

SCHEDULE F SCM LEASES [List of Leases of SCM] -57-

SCHEDULE G SCM MATERIAL CONTRACTS [List of Material Contracts of SCM] -58-

SCHEDULE H IMTV LANDING RIGHTS [List of Landing Rights of IMTV] -59-

SCHEDULE I INSURANCE AND BANK [List of insurance and bank accounts of SCM and SCM Beijing Branch] -60-

SCHEDULE J Please refer to exhibit 10.14 for the executed version of the agreement. -61-

SCHEDULE K FORM OF CONSULTING AGREEMENT Please refer to exhibit 10.12 for the executed version of the agreement. -62-

SCHEDULE L PRC COMPANY CONTROLLED DOCUMENTS NOMINEE 1

SCHEDULE G SCM MATERIAL CONTRACTS [List of Material Contracts of SCM] -58-

SCHEDULE H IMTV LANDING RIGHTS [List of Landing Rights of IMTV] -59-

SCHEDULE I INSURANCE AND BANK [List of insurance and bank accounts of SCM and SCM Beijing Branch] -60-

SCHEDULE J Please refer to exhibit 10.14 for the executed version of the agreement. -61-

SCHEDULE K FORM OF CONSULTING AGREEMENT Please refer to exhibit 10.12 for the executed version of the agreement. -62-

SCHEDULE L PRC COMPANY CONTROLLED DOCUMENTS NOMINEE 1 1. Secured Promissory Note issued by Nominee 1 in favour of WFOE 2. Equity Pledge Agreement amongst Nominee 1, WFOE and PRC Company representing pledge of 49% of equity interest in PRC Company by Nominee 1 in favour of WFOE 3. Exclusive Equity Purchase Option Agreement between Nominee 1 and WFOE 4. Equity transfer agreement signed in blank by Nominee 1

SCHEDULE H IMTV LANDING RIGHTS [List of Landing Rights of IMTV] -59-

SCHEDULE I INSURANCE AND BANK [List of insurance and bank accounts of SCM and SCM Beijing Branch] -60-

SCHEDULE J Please refer to exhibit 10.14 for the executed version of the agreement. -61-

SCHEDULE K FORM OF CONSULTING AGREEMENT Please refer to exhibit 10.12 for the executed version of the agreement. -62-

SCHEDULE L PRC COMPANY CONTROLLED DOCUMENTS NOMINEE 1 1. Secured Promissory Note issued by Nominee 1 in favour of WFOE 2. Equity Pledge Agreement amongst Nominee 1, WFOE and PRC Company representing pledge of 49% of equity interest in PRC Company by Nominee 1 in favour of WFOE 3. Exclusive Equity Purchase Option Agreement between Nominee 1 and WFOE 4. Equity transfer agreement signed in blank by Nominee 1 5. Authorisation letter signed in blank by Nominee 1 6. Subrogation Agreement amongst Nominee 1, WFOE and PRC Company 7. Authorisation letter signed in blank by Nominee 1 approving appointment of attorney 8. Waiver to be signed in blank by Nominee 1 for right of first refusal for Nominee 2's equity interest in PRC Company

SCHEDULE I INSURANCE AND BANK [List of insurance and bank accounts of SCM and SCM Beijing Branch] -60-

SCHEDULE J Please refer to exhibit 10.14 for the executed version of the agreement. -61-

SCHEDULE K FORM OF CONSULTING AGREEMENT Please refer to exhibit 10.12 for the executed version of the agreement. -62-

SCHEDULE L PRC COMPANY CONTROLLED DOCUMENTS NOMINEE 1 1. Secured Promissory Note issued by Nominee 1 in favour of WFOE 2. Equity Pledge Agreement amongst Nominee 1, WFOE and PRC Company representing pledge of 49% of equity interest in PRC Company by Nominee 1 in favour of WFOE 3. Exclusive Equity Purchase Option Agreement between Nominee 1 and WFOE 4. Equity transfer agreement signed in blank by Nominee 1 5. Authorisation letter signed in blank by Nominee 1 6. Subrogation Agreement amongst Nominee 1, WFOE and PRC Company 7. Authorisation letter signed in blank by Nominee 1 approving appointment of attorney 8. Waiver to be signed in blank by Nominee 1 for right of first refusal for Nominee 2's equity interest in PRC Company 9. Letter of resignation to be signed in blank by Nominee 1 for acting as director of PRC Company 10. Letter of resignation to be signed in blank by Nominee 1 for acting as legal representative of PRC Company 11. Shareholders' resolution to be signed in blank approving resignation of Nominee 1 as director 12. Shareholders' resolution to be signed in blank approving resignation of Nominee 1 as legal representative NOMINEE 2

SCHEDULE J Please refer to exhibit 10.14 for the executed version of the agreement. -61-

SCHEDULE K FORM OF CONSULTING AGREEMENT Please refer to exhibit 10.12 for the executed version of the agreement. -62-

SCHEDULE L PRC COMPANY CONTROLLED DOCUMENTS NOMINEE 1 1. Secured Promissory Note issued by Nominee 1 in favour of WFOE 2. Equity Pledge Agreement amongst Nominee 1, WFOE and PRC Company representing pledge of 49% of equity interest in PRC Company by Nominee 1 in favour of WFOE 3. Exclusive Equity Purchase Option Agreement between Nominee 1 and WFOE 4. Equity transfer agreement signed in blank by Nominee 1 5. Authorisation letter signed in blank by Nominee 1 6. Subrogation Agreement amongst Nominee 1, WFOE and PRC Company 7. Authorisation letter signed in blank by Nominee 1 approving appointment of attorney 8. Waiver to be signed in blank by Nominee 1 for right of first refusal for Nominee 2's equity interest in PRC Company 9. Letter of resignation to be signed in blank by Nominee 1 for acting as director of PRC Company 10. Letter of resignation to be signed in blank by Nominee 1 for acting as legal representative of PRC Company 11. Shareholders' resolution to be signed in blank approving resignation of Nominee 1 as director 12. Shareholders' resolution to be signed in blank approving resignation of Nominee 1 as legal representative NOMINEE 2 1. Secured Promissory Note issued by Nominee 2 in favour of WFOE for loan of RMB49,000 2. Equity Pledge Agreement amongst Nominee 2, WFOE and PRC Company representing pledge of 51% of equity interest in PRC Company by Nominee 2 in favour of WFOE 3. Exclusive Equity Purchase Option Agreement between Nominee 2 and WFOE 4. Equity transfer agreement signed in blank by Nominee 2

SCHEDULE K FORM OF CONSULTING AGREEMENT Please refer to exhibit 10.12 for the executed version of the agreement. -62-

SCHEDULE L PRC COMPANY CONTROLLED DOCUMENTS NOMINEE 1 1. Secured Promissory Note issued by Nominee 1 in favour of WFOE 2. Equity Pledge Agreement amongst Nominee 1, WFOE and PRC Company representing pledge of 49% of equity interest in PRC Company by Nominee 1 in favour of WFOE 3. Exclusive Equity Purchase Option Agreement between Nominee 1 and WFOE 4. Equity transfer agreement signed in blank by Nominee 1 5. Authorisation letter signed in blank by Nominee 1 6. Subrogation Agreement amongst Nominee 1, WFOE and PRC Company 7. Authorisation letter signed in blank by Nominee 1 approving appointment of attorney 8. Waiver to be signed in blank by Nominee 1 for right of first refusal for Nominee 2's equity interest in PRC Company 9. Letter of resignation to be signed in blank by Nominee 1 for acting as director of PRC Company 10. Letter of resignation to be signed in blank by Nominee 1 for acting as legal representative of PRC Company 11. Shareholders' resolution to be signed in blank approving resignation of Nominee 1 as director 12. Shareholders' resolution to be signed in blank approving resignation of Nominee 1 as legal representative NOMINEE 2 1. Secured Promissory Note issued by Nominee 2 in favour of WFOE for loan of RMB49,000 2. Equity Pledge Agreement amongst Nominee 2, WFOE and PRC Company representing pledge of 51% of equity interest in PRC Company by Nominee 2 in favour of WFOE 3. Exclusive Equity Purchase Option Agreement between Nominee 2 and WFOE 4. Equity transfer agreement signed in blank by Nominee 2 5. Authorisation letter signed in blank by Nominee 2 6. Subrogation Agreement amongst Nominee 2, WFOE and PRC Company 7. Authorisation letter signed in blank by Nominee 2 approving appointment of attorney

SCHEDULE L PRC COMPANY CONTROLLED DOCUMENTS NOMINEE 1 1. Secured Promissory Note issued by Nominee 1 in favour of WFOE 2. Equity Pledge Agreement amongst Nominee 1, WFOE and PRC Company representing pledge of 49% of equity interest in PRC Company by Nominee 1 in favour of WFOE 3. Exclusive Equity Purchase Option Agreement between Nominee 1 and WFOE 4. Equity transfer agreement signed in blank by Nominee 1 5. Authorisation letter signed in blank by Nominee 1 6. Subrogation Agreement amongst Nominee 1, WFOE and PRC Company 7. Authorisation letter signed in blank by Nominee 1 approving appointment of attorney 8. Waiver to be signed in blank by Nominee 1 for right of first refusal for Nominee 2's equity interest in PRC Company 9. Letter of resignation to be signed in blank by Nominee 1 for acting as director of PRC Company 10. Letter of resignation to be signed in blank by Nominee 1 for acting as legal representative of PRC Company 11. Shareholders' resolution to be signed in blank approving resignation of Nominee 1 as director 12. Shareholders' resolution to be signed in blank approving resignation of Nominee 1 as legal representative NOMINEE 2 1. Secured Promissory Note issued by Nominee 2 in favour of WFOE for loan of RMB49,000 2. Equity Pledge Agreement amongst Nominee 2, WFOE and PRC Company representing pledge of 51% of equity interest in PRC Company by Nominee 2 in favour of WFOE 3. Exclusive Equity Purchase Option Agreement between Nominee 2 and WFOE 4. Equity transfer agreement signed in blank by Nominee 2 5. Authorisation letter signed in blank by Nominee 2 6. Subrogation Agreement amongst Nominee 2, WFOE and PRC Company 7. Authorisation letter signed in blank by Nominee 2 approving appointment of attorney -63-

8. Waiver to be signed in blank by Nominee 2 for right of first refusal for Nominee 1's equity interest in PRC Company 9. Letter of resignation to be signed in blank by Nominee 2 for acting as director of PRC Company 10. Shareholders' resolution to be signed in blank approving resignation of Nominee 2 as director

8. Waiver to be signed in blank by Nominee 2 for right of first refusal for Nominee 1's equity interest in PRC Company 9. Letter of resignation to be signed in blank by Nominee 2 for acting as director of PRC Company 10. Shareholders' resolution to be signed in blank approving resignation of Nominee 2 as director PRC COMPANY AND WFOE 1. Consulting agreement between PRC Company and WFOE -64-

EXHIBIT 10.37 Execution copy XINHUA FINANCE LIMITED (Subscriber) FAN CHO TAK ALEX (Fan) AND OTHERS and ECONWORLD MEDIA LIMITED (Company)

SUBSCRIPTION AGREEMENT IN RESPECT OF 210,000 ORDINARY SHARES IN THE CAPITAL OF ECONWORLD MEDIA LIMITED

MAY 26, 2005 Hong Kong

TABLE OF CONTENTS
ITEM ---1. 2. 3. 4. DESCRIPTION ----------DEFINITIONS....................................................... ISSUE, ALLOTMENT AND SUBSCRIPTION OF NEW SHARES................... COVENANTS PRIOR TO CLOSING........................................ REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE COMPANY....................................................... REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSCRIBER........... CONDITIONS OF SUBSCRIBER'S OBLIGATIONS TO PAY CASH PAGE ---3 8 10

12 22

5. 6.

EXHIBIT 10.37 Execution copy XINHUA FINANCE LIMITED (Subscriber) FAN CHO TAK ALEX (Fan) AND OTHERS and ECONWORLD MEDIA LIMITED (Company)

SUBSCRIPTION AGREEMENT IN RESPECT OF 210,000 ORDINARY SHARES IN THE CAPITAL OF ECONWORLD MEDIA LIMITED

MAY 26, 2005 Hong Kong

TABLE OF CONTENTS
ITEM ---1. 2. 3. 4. DESCRIPTION ----------DEFINITIONS....................................................... ISSUE, ALLOTMENT AND SUBSCRIPTION OF NEW SHARES................... COVENANTS PRIOR TO CLOSING........................................ REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE COMPANY....................................................... REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSCRIBER........... CONDITIONS OF SUBSCRIBER'S OBLIGATIONS TO PAY CASH CONSIDERATION..................................................... PUT OPTION AND CALL OPTION........................................ INDEMNITY......................................................... NON-COMPETITION................................................... TERMINATION....................................................... MISCELLANEOUS..................................................... PAGE ---3 8 10

12 22

5. 6.

23 24 27 28 29 30 38 38 39

7. 8. 9. 10. 11.

SCHEDULE 1 PART I........................................................ CORPORATE DETAILS OF THE COMPANY IMMEDIATELY PRIOR TO CLOSING............ SCHEDULE 1 PART II.......................................................

TABLE OF CONTENTS
ITEM ---1. 2. 3. 4. DESCRIPTION ----------DEFINITIONS....................................................... ISSUE, ALLOTMENT AND SUBSCRIPTION OF NEW SHARES................... COVENANTS PRIOR TO CLOSING........................................ REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE COMPANY....................................................... REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSCRIBER........... CONDITIONS OF SUBSCRIBER'S OBLIGATIONS TO PAY CASH CONSIDERATION..................................................... PUT OPTION AND CALL OPTION........................................ INDEMNITY......................................................... NON-COMPETITION................................................... TERMINATION....................................................... MISCELLANEOUS..................................................... PAGE ---3 8 10

12 22

5. 6.

23 24 27 28 29 30 38 38 39 39 40 40 43 43 45 45 46 46 47

7. 8. 9. 10. 11.

SCHEDULE 1 PART I........................................................ CORPORATE DETAILS OF THE COMPANY IMMEDIATELY PRIOR TO CLOSING............ SCHEDULE 1 PART II....................................................... CORPORATE DETAILS OF THE COMPANY IMMEDIATELY AFTER CLOSING............... SCHEDULE 2............................................................... CORPORATE DETAILS OF THE HONG KONG SUBSIDIARIES.......................... SCHEDULE 3............................................................... CORPORATE DETAILS OF THE PRC SUBSIDIARIES................................ SCHEDULE 4............................................................... KEY MANAGEMENT........................................................... SCHEDULE 5............................................................... MATERIAL CONTRACTS....................................................... SCHEDULE 6............................................................... SCHEDULE OF EXERCISING PUT OPTION OR CALL OPTION FOR NON-MANAGEMENT SHAREHOLDERS............................................................. EXHIBIT A: EXHIBIT B: PUT OPTION NOTICE............................................ CALL OPTION NOTICE...........................................

47 48 49

-1-

THIS SHARE SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made on the 26th day of May 2005 BETWEEN (1) XINHUA FINANCE LIMITED, a company incorporated under the laws of the Cayman Islands with a

THIS SHARE SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made on the 26th day of May 2005 BETWEEN (1) XINHUA FINANCE LIMITED, a company incorporated under the laws of the Cayman Islands with a registered address at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand Cayman, British West Indies (the "SUBSCRIBER") (2) FAN CHO TAK ALEX, a citizen of Hong Kong with an address of Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong ("FAN") (3) GAINFUL CONCEPT LIMITED, a company incorporated under the laws of the British Virgin Islands with a registered address at the Commonwealth Trust Ltd, Drake Chamber, Tortola, British Virgin Islands ("GAINFUL CONCEPT") (4) BEST GAIN GROUP LIMITED, a company incorporated under the laws of the British Virgin Islands with a registered address at the Commonwealth Trust Ltd, Drake Chamber, Tortola, British Virgin Islands ("BEST GAIN") (5) ECONWORLD HOLDINGS LIMITED, a company incorporated under the laws of Hong Kong with a registered address at Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong ("EHL") (6) LO YUAN LING YOLANDA, a citizen of Hong Kong with an address of Flat B, 13/F., King Fai Court, 19-21 Tin Hau Temple Road, Hong Kong ("YOLANDA") (7) CHEERS PERFECT LIMITED, a company incorporated under the laws of the British Virgin Islands with a registered address at the Commonwealth Trust Ltd, Drake Chamber, Tortola, British Virgin Islands ("CHEERS PERFECT") (8) LO LI CHUN, a citizen of Taiwan with an address of 2F, No. 351, Chang-Chun Road, Taipei, Taiwan ("LO") (9) CHEUNG WAH KEUNG, a citizen of Hong Kong with an address of 9H, Lotus Mansion, Tai Koo Shing, Hong Kong ("CHEUNG") (10) LO SHUI LING RAYMOND, a citizen of Hong Kong with an address of Apt. 55G, Manhattan Heights, 28 New Praya, Kennedy Town, Hong Kong ("RAYMOND") (11) QUACH FUNG VI, with an address of c/o Zurich International Life, Level 15-17 Cityplaza 3, 14 Taikoo Wan Road, Hong Kong ("QUACH") (12) JUSTLY INVESTMENT INTERNATIONAL LIMITED, a company incorporated under the laws of Hong Kong with a registered address at Room 1713, 17/F, Rise Commercial Building, Hong Kong. ("JUSTLY INVESTMENT") -2-

(13) ECONWORLD MEDIA LIMITED, a company incorporated under the laws of Hong Kong with registration number 696257 and a registered address at Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong (the "COMPANY") RECITALS WHEREAS (A) The Company is a private company incorporated in Hong Kong with limited liability, whose further particulars are set out in Schedule 1. The Company holds and owns all the issued share capital or equity interest

(13) ECONWORLD MEDIA LIMITED, a company incorporated under the laws of Hong Kong with registration number 696257 and a registered address at Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong (the "COMPANY") RECITALS WHEREAS (A) The Company is a private company incorporated in Hong Kong with limited liability, whose further particulars are set out in Schedule 1. The Company holds and owns all the issued share capital or equity interest in its subsidiaries, whose further particulars are set out in Schedules 2 and 3. (B) As at the date hereof, the Company has an issued share capital of HK$1,400.00 divided into 140,000 Shares which are held and owned by the shareholders in the proportions set out in Schedule 1 Part I. (C) The Company has agreed to issue and allot, and the Subscriber has agreed to subscribe for 210,000 new Shares, which will represent 60% of the total number of issued Shares of the Company immediately after such subscription, upon the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties do hereby agree as follows: 1. DEFINITIONS 1.1 Definitions. The following terms, as used herein, have the following meanings: "ACCOUNTS RECEIVABLE" shall have the meaning provided in clause 4.8; "ACTUAL EBITDA FOR 2005/6" means the consolidated earnings of the Group before interest, taxes, depreciation and amortization for the period from April 1, 2005 to March 31, 2006 as presented in the Audited Accounts for 2005/6; "ACTUAL EBITDA FOR 2006" means the consolidated earnings of the Group before interest, taxes, depreciation and amortization as presented in the Audited Accounts for 2006; "AFFILIATE" of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person or, in the case of a natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including stepchildren); -3-

"AGREED FORM" means, in relation to any document, the form of that document which has been agreed upon by each of the parties thereto or their legal advisors before Closing; "AUDITED ACCOUNTS FOR 2005/6" means the consolidated balance sheet of the Group made up as of March 31, 2006 and the related statements of operations, statements of stockholders' equity and statements of cash flow for the period from April 1, 2005 to March 31, 2006, reviewed and audited by the Auditors; "AUDITED ACCOUNTS FOR 2006" means the consolidated balance sheet of the Group made up as of December 31, 2006 and the related statements of operations, statements of stockholders' equity and statements of cash flow for the period from January 1, 2006 to December 31, 2006, reviewed and audited by the Auditors; "AUDITORS" means a firm of Certified Public Accountants selected by the Subscriber; "BALANCE SHEET" shall have the meaning provided in Clause 4.7;

"AGREED FORM" means, in relation to any document, the form of that document which has been agreed upon by each of the parties thereto or their legal advisors before Closing; "AUDITED ACCOUNTS FOR 2005/6" means the consolidated balance sheet of the Group made up as of March 31, 2006 and the related statements of operations, statements of stockholders' equity and statements of cash flow for the period from April 1, 2005 to March 31, 2006, reviewed and audited by the Auditors; "AUDITED ACCOUNTS FOR 2006" means the consolidated balance sheet of the Group made up as of December 31, 2006 and the related statements of operations, statements of stockholders' equity and statements of cash flow for the period from January 1, 2006 to December 31, 2006, reviewed and audited by the Auditors; "AUDITORS" means a firm of Certified Public Accountants selected by the Subscriber; "BALANCE SHEET" shall have the meaning provided in Clause 4.7; "BOARD" means the Board of Directors of the Company; "BONUS PAYMENT" shall have the meaning provided in Clause 7.3(e); "CALL OPTION" shall have the meaning provided in Clause 7.2; "CALL OPTION NOTICE" shall have the meaning provided in Clause 7.2; "CAPITAL CONTRIBUTION" means the remaining part of the Cash Consideration to be paid in accordance with Clause 2.2(b); "CASH CONSIDERATION" means the amount set out in Clause 2.2 which shall be payable by the payment of the Cash Consideration (which includes the Subscription Amount and the Capital Contribution); "CHARTER DOCUMENTS" shall have the meaning provided in Clause 4.1; "CLOSING" shall have the meaning provided in Clause 2.5; "CLOSING DATE" shall have the meaning provided in Clause 2.5; "CONSENTS" shall have the meaning provided in Clause 4.5; "CONTRACTS" means the contracts described on Schedule 5 hereto; "CONTROL", "CONTROLS", "CONTROLLED" (or any correlative term) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition, a Person shall be deemed to Control another Person if such first Person, -4-

directly or indirectly, owns or holds more than 50% of the voting equity interests in such other Person; "DIRECTORS" means the members from time to time of the Board; "EXISTING SHAREHOLDERS' LOANS" means the shareholders' loans of RMB4,400,000 and US$350,000 owed by the Company to Fan and Lo respectively as at the date hereof; "FINANCIAL STATEMENTS" shall have the meaning provided in Clause 4.7; "GOVERNMENTAL ENTITY" shall have the meaning provided in Clause 4.5;

directly or indirectly, owns or holds more than 50% of the voting equity interests in such other Person; "DIRECTORS" means the members from time to time of the Board; "EXISTING SHAREHOLDERS' LOANS" means the shareholders' loans of RMB4,400,000 and US$350,000 owed by the Company to Fan and Lo respectively as at the date hereof; "FINANCIAL STATEMENTS" shall have the meaning provided in Clause 4.7; "GOVERNMENTAL ENTITY" shall have the meaning provided in Clause 4.5; "GROUP" means the Company, the Hong Kong Subsidiaries and the PRC Subsidiaries and a "GROUP COMPANY" means any member of the Group; "HK$" means the lawful currency of Hong Kong; "HONG KONG" means the Hong Kong Special Administrative Region of the People's Republic of China; "HONG KONG SUBSIDIARIES" means EconWorld Publishing Limited, Money Journal Publications Limited and Money Journal Advertising Company Limited, whose further particulars are set out in Schedule 2; "INDEMNIFIED PARTY" shall have the meaning in Clause 8.1; "INDEMNIFYING PARTY" shall have the meaning in Clause 8.4; "INTELLECTUAL PROPERTY" shall have the meaning provided in Clause 4.6(a); "KEY MANAGEMENT" means all those members of the management of the Group more particularly described in Exhibit A; "LEASE" or "LEASES" shall have the meaning provided in Clause 4.11; "LICENSED INTELLECTUAL PROPERTY" shall have the meaning provided in Clause 4.6(a)(iii); "LIEN" shall have the meaning provided in Clause 4.2(c); "LOSSES" shall have the meaning provided in Clause 8.1(a); "MARKET VALUE" shall have the meaning provided in Clause 7.7; "MATERIAL ADVERSE CHANGE" means any event or circumstance occurs which might reasonably be expected to have a material adverse effect on the prospects, business, operations or financial condition of the Group taken as a whole or that would materially affect the ability of any of the Group Companies; -5-

"MANAGEMENT PURCHASE PRICE" shall have the meaning provided in Clause 7.4; "MANAGEMENT SHAREHOLDERS" means Fan, Gainful Concept, Best Gain, EHL, Yolanda and Cheers Perfect and "MANAGEMENT SHAREHOLDER" means any one of them; "MEMORANDUM AND ARTICLES OF ASSOCIATION" means the memorandum and articles of association of the Company as may be amended from time to time; "NON-MANAGEMENT PURCHASE PRICE" shall have the meaning provided in Clause 7.3; "NON-MANAGEMENT SHAREHOLDERS" means Lo, Cheung, Raymond, Quach and Justly Investment and

"MANAGEMENT PURCHASE PRICE" shall have the meaning provided in Clause 7.4; "MANAGEMENT SHAREHOLDERS" means Fan, Gainful Concept, Best Gain, EHL, Yolanda and Cheers Perfect and "MANAGEMENT SHAREHOLDER" means any one of them; "MEMORANDUM AND ARTICLES OF ASSOCIATION" means the memorandum and articles of association of the Company as may be amended from time to time; "NON-MANAGEMENT PURCHASE PRICE" shall have the meaning provided in Clause 7.3; "NON-MANAGEMENT SHAREHOLDERS" means Lo, Cheung, Raymond, Quach and Justly Investment and "NON-MANAGEMENT SHAREHOLDER" means any one of them; "OWNED INTELLECTUAL PROPERTY" shall have the meaning provided in Clause 4.6(a)(iii); "PRC" means the People's Republic of China; "PRC SUBSIDIARIES" means [Chinese Characters] whose further particulars are set out in Schedule 3; "PUT OPTION" shall have the meaning provided in Clause 7.1; "PUT OPTION NOTICE" shall have the meaning provided in Clause 7.1; "RESTRICTED CAPACITY" shall have the meaning provided in Clause 9.4; "RETURNS" shall have the meaning provided in Clause 4.9(a); "RETURN PERIODS" shall have the meaning provided in Clause 4.9(a); "RMB" means Renminbi, the lawful currency of the PRC; "SALE SHARES" shall have the meaning provided in Clause 7.1; "SELLING SHAREHOLDERS" shall have the meaning provided in Clause 7.1; "SHAREHOLDERS" means the holders of the Shares from time to time; "SHAREHOLDERS AGREEMENT" means a shareholders agreement in the Agreed Form relating to the Company and to be entered into between the Company, the Warrantors, and the Subscriber; "SHAREHOLDERS' REPRESENTATIVE" shall have the meaning provided in Clause 11.12; "SHARES" means ordinary shares each with a par value of HK$0.01 in the capital of the Company; "SUBSCRIBER ORDINARY SHARES" shall have the meaning provided in Clause 7.7; -6-

"SUBSCRIPTION AMOUNT" means the amount of US$1,500,000 to be paid as part of the Cash Consideration in accordance with Clause 2.2 (a); "SUBSCRIPTION SHARES" means 210,000 new Shares to be subscribed for by the Subscriber pursuant to Clause 2 and subject to the terms and conditions of this Agreement; "SUBSIDIARY" means a corporation, partnership, limited liability company, or other entity of which such corporation or entity directly or indirectly owns or controls voting securities or other interests that are sufficient to elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability

"SUBSCRIPTION AMOUNT" means the amount of US$1,500,000 to be paid as part of the Cash Consideration in accordance with Clause 2.2 (a); "SUBSCRIPTION SHARES" means 210,000 new Shares to be subscribed for by the Subscriber pursuant to Clause 2 and subject to the terms and conditions of this Agreement; "SUBSIDIARY" means a corporation, partnership, limited liability company, or other entity of which such corporation or entity directly or indirectly owns or controls voting securities or other interests that are sufficient to elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability company or other entity; "TAX" AND "TAXES" shall have the meaning provided in Clause 4.9(c); "US$" and "US DOLLARS" means the lawful currency of the United States of America; "WARRANTORS" mean the Management Shareholders and the Non-Management Shareholders and "WARRANTOR" shall mean any one of them as the context requires. 1.2 Interpretation. In this Agreement: (a) the headings are inserted for convenience only and shall not affect the construction of this Agreement; (b) references to statutory provisions shall be construed as references to those provisions as amended or reenacted or as their application is modified by other statutory provisions (whether before or after the date hereof) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification); (c) all time and dates in this Agreement shall be Hong Kong time and dates except where otherwise stated; (d) unless the context requires otherwise, words incorporating the singular shall include the plural and vice versa and words importing a gender shall include every gender; and (e) references herein to Clauses, Recitals and Schedules are to clauses and recitals of and schedules to this Agreement. 1.3 Recitals, Schedules. All Recitals and Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals and Schedules. 1.4 Joint Obligations. Warranties, covenants, indemnities or other obligations expressed in this Agreement to be given by more than one party shall be deemed to be given by such parties on a joint and several basis unless otherwise expressly provided for. -7-

2. ISSUE, ALLOTMENT AND SUBSCRIPTION OF NEW SHARES 2.1. Issue, Allotment and Subscription of New Shares. (a) Subject to the terms and conditions of this Agreement, the Subscriber shall subscribe for and the Company shall issue and allot to the Subscriber, the Subscription Shares for a total subscription price of US$1,500,000 (the "SUBSCRIPTION AMOUNT") to be paid at Closing subject to fulfilment or waiver of all the conditions set out in Clause 6.1. (b) The Subscription Shares shall be issued as fully paid and shall rank pari passu in all respects with the existing Shares in issue in accordance with the Memorandum and Articles of Association.

2. ISSUE, ALLOTMENT AND SUBSCRIPTION OF NEW SHARES 2.1. Issue, Allotment and Subscription of New Shares. (a) Subject to the terms and conditions of this Agreement, the Subscriber shall subscribe for and the Company shall issue and allot to the Subscriber, the Subscription Shares for a total subscription price of US$1,500,000 (the "SUBSCRIPTION AMOUNT") to be paid at Closing subject to fulfilment or waiver of all the conditions set out in Clause 6.1. (b) The Subscription Shares shall be issued as fully paid and shall rank pari passu in all respects with the existing Shares in issue in accordance with the Memorandum and Articles of Association. 2.2. Capital Contribution. Within thirty (30) days of receiving the Audited Accounts for 2005/6, the Subscriber shall invest a further US$2,820,000 in the Company, for which the Subscriber shall receive one (1) Share (the "CAPITAL CONTRIBUTION"), provided that if the Actual EBITDA for 2005/6 is below US$1,200,000, the Capital Contribution shall be adjusted by the following formula:Capital Contribution = (Actual EBITDA for 2005/6 x 6) x 60% less US$1,500,000). If this calculation results in a negative number then the amount of the Capital Contribution shall be zero, in which case the Company shall not receive an additional Share. 2.3. Use of Subscription Amount. The Warrantors shall procure that an amount of up to US$650,000 of the Subscription Amount shall be applied towards repayment of the Existing Shareholders' Loan and the balance of the Subscription Amount shall be used as operating funds of the Company. 2.4. Use of Capital Contribution. The Warrantors shall procure that the Capital Contribution shall be used to repay the balance of the Existing Shareholders' Loan and the balance of the Capital Contribution shall be used as operating funds of the Company. 2.5. Closing. As promptly as practicable following the satisfaction or, if permissible, waiver of the conditions set forth in Clause 6.1 hereof (or such other date as may be agreed by the Subscriber and the Company), the subscription of the Subscription Shares (the "CLOSING") shall take place at the offices of the Company at such time and place as the Subscriber and the Company mutually agree in writing. The date and time of the Closing are herein referred to as the "CLOSING DATE". 2.6. Company Closing Obligations. Upon Closing the Company shall: (a) deliver to the Subscriber: (i) a share certificate representing the Subscription Shares; -8-

(ii) written confirmation to the satisfaction of the Subscriber that none of the Warrantors are aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings herein contained; (iii) such other documents as may be required at the discretion of the Subscriber to give to the Subscriber good title to the Subscription Shares and to enable the Subscriber or its nominees to become the registered holders thereof; and (b) deliver to the Subscriber the counterparts of the Shareholders Agreement dated the Closing Date and duly executed by the Company and the Warrantors; (c) cause a board meeting of the Company to be held (inter alia) at which the Directors shall: (i) approve the issue and allotment of the Subscription Shares to the Subscriber; and

(ii) written confirmation to the satisfaction of the Subscriber that none of the Warrantors are aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings herein contained; (iii) such other documents as may be required at the discretion of the Subscriber to give to the Subscriber good title to the Subscription Shares and to enable the Subscriber or its nominees to become the registered holders thereof; and (b) deliver to the Subscriber the counterparts of the Shareholders Agreement dated the Closing Date and duly executed by the Company and the Warrantors; (c) cause a board meeting of the Company to be held (inter alia) at which the Directors shall: (i) approve the issue and allotment of the Subscription Shares to the Subscriber; and (ii) appoint such persons as the Subscriber may nominate to be validly appointed as additional Directors of the Company; (d) cause and procure each member of the Key Management to sign a 3-year employment contract with the Company or any Group Company (as the case may be) upon such principal terms approved by the Subscriber. 2.7. Company Further Obligations. Within 90 calendar days of March 31, 2006, the Company shall cause to be prepared and shall deliver to the Shareholders' Representative and the Subscriber the Audited Accounts for 2005/6 which shall set out the Actual EBITDA for 2005/6. Within 90 calendar days of December 31, 2006, the Company shall cause to be prepared and shall deliver to the Shareholders' Representative and the Subscriber the Audited Accounts for 2006 which shall set out the Actual EBITDA for 2006. 2.8. Subscriber Closing Obligations. Upon Closing the Subscriber shall deliver to the Company: (a) an application for the Subscription Shares duly signed for and on behalf of the Subscriber; (b) in immediately available funds and in US$ by wire transfer the amount of the Subscription Amount to the Company; and (c) 3 counterparts of the Shareholders Agreement dated the Closing Date and duly executed by it. 2.9. Deferral of Closing. Without prejudice to any other remedies available to the Subscriber, if in any respect the provisions of Clause 2.6 are not complied with by -9-

any of the Warrantors on the Closing Date, or the conditions under Clauses 6.1 and 6.2 are not satisfied or waived, the Subscriber may: (a) defer Closing to a date not more than 28 days after the Closing Date (and so that the provisions of this Clause 2.10 shall apply to Closing as deferred); or (b) proceed to Closing so far as practicable (without prejudice to its rights hereunder); or (c) rescind this Agreement without prejudice to any other remedy and without incurring any liability to any party to this Agreement, in which case the Subscription Amount shall be returned to the Subscriber by the Company. 2.10. Further Covenants. The Warrantors agree to use their best efforts to fulfil the conditions set out in Clauses 6.1 and 6.2, and the Subscriber agrees to cooperate with the Warrantors to the extent necessary for the Warrantors to fulfil such conditions. 3. COVENANTS PRIOR TO CLOSING

any of the Warrantors on the Closing Date, or the conditions under Clauses 6.1 and 6.2 are not satisfied or waived, the Subscriber may: (a) defer Closing to a date not more than 28 days after the Closing Date (and so that the provisions of this Clause 2.10 shall apply to Closing as deferred); or (b) proceed to Closing so far as practicable (without prejudice to its rights hereunder); or (c) rescind this Agreement without prejudice to any other remedy and without incurring any liability to any party to this Agreement, in which case the Subscription Amount shall be returned to the Subscriber by the Company. 2.10. Further Covenants. The Warrantors agree to use their best efforts to fulfil the conditions set out in Clauses 6.1 and 6.2, and the Subscriber agrees to cooperate with the Warrantors to the extent necessary for the Warrantors to fulfil such conditions. 3. COVENANTS PRIOR TO CLOSING 3.1. Covenants. From the date of this Agreement until Closing, except for the transactions described herein or otherwise with the prior written consent of the Subscriber: (a) the Warrantors warrant and undertake that they will cause each of the Group Companies to: (i) conduct their business in the ordinary course and consistent with past practices; (ii) use their best efforts to maintain in full force and effect their existence; (iii) promptly and timely prepare and file any annual reports and franchise tax returns and pay all taxes and assessments, if any, required to maintain their existence; (iv) keep records in which true and correct entries will be made of all material transactions entered into; (v) duly observe all material requirements of governmental authorities unless contested in good faith by appropriate proceedings with the consent of the Subscriber; (vi) promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Group Companies unless contested in good faith by appropriate proceedings with the consent of the Subscriber; -10-

(vii) at all times comply with the provisions of all contracts, agreements and leases to which they are a party, unless contested in good faith by appropriate proceedings with the consent of the Subscriber; and (viii) to use best endeavours to procure that their employees at the date of this Agreement remain and continue as employees after Closing; (b) the Warrantors warrant and undertake to cause each of the Group Companies not to: (i) modify their Charter Documents; (ii) cause or permit its liquidation or dissolution; (iii) institute, or permit to be instituted against them, any proceeding, which remains undismissed for a period of 30 days after the filing thereof, seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, windingup, reorganization, arrangement, adjustment, protection, relief or composition of any of them or their under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order or relief or the appointment of receiver, trustee or other similar official for them or for any substantial part of their

(vii) at all times comply with the provisions of all contracts, agreements and leases to which they are a party, unless contested in good faith by appropriate proceedings with the consent of the Subscriber; and (viii) to use best endeavours to procure that their employees at the date of this Agreement remain and continue as employees after Closing; (b) the Warrantors warrant and undertake to cause each of the Group Companies not to: (i) modify their Charter Documents; (ii) cause or permit its liquidation or dissolution; (iii) institute, or permit to be instituted against them, any proceeding, which remains undismissed for a period of 30 days after the filing thereof, seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, windingup, reorganization, arrangement, adjustment, protection, relief or composition of any of them or their under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order or relief or the appointment of receiver, trustee or other similar official for them or for any substantial part of their property; (iv) make a general assignment for the benefit of their creditors; (v) declare or pay any dividend or make any distribution to any of their shareholders; (vi) issue, redeem, sell or dispose of, or create any obligation to issue, redeem, sell or dispose of, any shares of their capital stock or equity interest; (vii) effect any stock split, reclassification or combination; (viii) modify their agreements and other obligations with respect to their long-term indebtedness, including but not limited to their loan agreements, indentures, mortgages, debentures, notes and security agreements; (ix) incur, assume, guarantee or otherwise become obligated or liable for any indebtedness (other than in the ordinary course of business to finance operations) or encumber any of their assets or enter into any material transaction or contract, or make any commitment relating to their assets or business (other than in the ordinary course of business and in a manner consistent with past practices) but in all circumstances subject to an aggregate limitation of US$20,000; -11-

(x) become a party to any merger or consolidation or any other business combination with any corporation or other entity, except as contemplated by this Agreement; (xi) make any acquisition of all or substantially all of the stock or assets of any other person or entity; (xii) take or omit to take any action which could be reasonably anticipated to have a Material Adverse Change upon their financial condition or assets; (xiii) grant any director, officer, employee or consultant any increase in compensation in any form (other than pursuant to existing employment agreements) or any severance or termination pay, or enter into or vary the terms of any employment agreement with such person; (xiv) adopt, amend in any material respect or terminate, any employee benefit program of general applicability; or (xv) make any advance or loan to any person or entity, including but not limited to the Warrantors or any director, officer, employee or agent of the Company. 3.2. Access to Information. Until Closing, the Warrantors shall procure that the Subscriber, its agents and

(x) become a party to any merger or consolidation or any other business combination with any corporation or other entity, except as contemplated by this Agreement; (xi) make any acquisition of all or substantially all of the stock or assets of any other person or entity; (xii) take or omit to take any action which could be reasonably anticipated to have a Material Adverse Change upon their financial condition or assets; (xiii) grant any director, officer, employee or consultant any increase in compensation in any form (other than pursuant to existing employment agreements) or any severance or termination pay, or enter into or vary the terms of any employment agreement with such person; (xiv) adopt, amend in any material respect or terminate, any employee benefit program of general applicability; or (xv) make any advance or loan to any person or entity, including but not limited to the Warrantors or any director, officer, employee or agent of the Company. 3.2. Access to Information. Until Closing, the Warrantors shall procure that the Subscriber, its agents and representatives are given reasonable access to such documents relating to the each of the Group Companies as the Subscriber shall request. 3.3. Rescission. The Subscriber shall be entitled to rescind this Agreement by notice in writing to the Company if, prior to Closing, it appears that any of the warranties set out in this Agreement are not or were not true and accurate in all respects or if any act or event occurs which, had it occurred on or before the date of this Agreement, would have constituted a breach of any of the Warranties or if there is any material non-fulfilment of any of the Warranties which (being capable of remedy) is not remedied prior to Closing. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE COMPANY The Warrantors represent and warrant to the Subscriber that the following statements in respect of the Company (the "Warranties") (and in this Agreement, references to Company shall include all Group Companies unless the context specifically indicates otherwise) are true and correct as of the date of this Agreement, and acknowledges that the Subscriber has entered into this Agreement in reliance on, among other things, the Warranties. 4.1. Organization, Standing, and Power. Each of the Company and the Hong Kong Subsidiaries is a corporation duly organized, validly existing, and in good standing -12-

under the laws of Hong Kong, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. Each of the PRC Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of PRC, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. The Warrantors have made available to the Subscriber complete and correct copies of the memorandum of association and articles of association, and/or other organizational documents ("CHARTER DOCUMENTS") of each of the Group Companies, in each case, as amended to the date hereof. The minute books and stock records of Group Companies, complete and correct copies of which have been made available delivered to the Subscriber, contain correct and complete records of all material proceedings and actions taken at all meetings of, or effected by written consent of, the shareholders of the Group Companies and its Board of Directors, and all original issuances and subsequent transfers, repurchases, and cancellations of Group Companies shares. 4.2. Capital Structure. (a) Immediately prior to Closing the authorised capital of the Company shall be HK$10,000 divided into 1,000,000 ordinary shares of HK$0.01 each and the issued share capital of the Company immediately prior to Closing shall be as set out in Schedule 1 Part I. Immediately following Closing and completion of the issue and

under the laws of Hong Kong, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. Each of the PRC Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of PRC, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. The Warrantors have made available to the Subscriber complete and correct copies of the memorandum of association and articles of association, and/or other organizational documents ("CHARTER DOCUMENTS") of each of the Group Companies, in each case, as amended to the date hereof. The minute books and stock records of Group Companies, complete and correct copies of which have been made available delivered to the Subscriber, contain correct and complete records of all material proceedings and actions taken at all meetings of, or effected by written consent of, the shareholders of the Group Companies and its Board of Directors, and all original issuances and subsequent transfers, repurchases, and cancellations of Group Companies shares. 4.2. Capital Structure. (a) Immediately prior to Closing the authorised capital of the Company shall be HK$10,000 divided into 1,000,000 ordinary shares of HK$0.01 each and the issued share capital of the Company immediately prior to Closing shall be as set out in Schedule 1 Part I. Immediately following Closing and completion of the issue and allotment of the Subscription Shares the issued share capital of the Company will be as set out in Schedule 1 Part II. The Subscription Shares, when issued, delivered and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable and will rank pari passu with the issued share capital of the Company. (b) There are not any options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which any Group Company is a party or by which any Group Company may be bound obligating any Group Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Shares or securities, or obligating any Group Company to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. No Group Company has outstanding any bonds, debentures, notes or other indebtedness other than the Existing Shareholders' Loans. (c) Ownership of Shares. Each Warrantor has good and valid title to the Shares set forth opposite his or its name on Schedule 1 Part I, free and clear of any lien, charge, encumbrance, security interest, voting agreement, voting trust, voting or transfer restriction, right of first refusal, proxy, claim or right of others of whatever nature (a "LIEN"), and at closing of any sale of such Shares by a Warrantor pursuant to the Put or Call Option under Section 7, such Warrantor will deliver to the Subscriber good and valid title to all of the Shares beneficially owned by such Warrantor as set forth on Schedule 1 Part I hereto, free and clear of any Liens. No person or entity other than such -13-

Warrantor has any power or right, whether or not shared with any other person or entity, to dispose of or direct the disposition of any of the Shares or to vote or direct the voting of any of the Shares held by such Warrantor as set forth on Schedule 1 Part I hereto. 4.3. Subsidiaries. The Company does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except the Hong Kong Subsidiaries and PRC Subsidiaries. The Company has good and valid title to all the equity interests of the Hong Kong Subsidiaries and PRC Subsidiaries, free and clear of any Lien. There is no agreement to Control the Hong Kong Subsidiaries and PRC Subsidiaries other than the agreement with the Company. There is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any share or loan capital of any of the Group Companies (including any option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests in any of the Group Companies). 4.4. Authority. The execution, delivery, and performance of this Agreement and the Shareholders Agreement to

Warrantor has any power or right, whether or not shared with any other person or entity, to dispose of or direct the disposition of any of the Shares or to vote or direct the voting of any of the Shares held by such Warrantor as set forth on Schedule 1 Part I hereto. 4.3. Subsidiaries. The Company does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except the Hong Kong Subsidiaries and PRC Subsidiaries. The Company has good and valid title to all the equity interests of the Hong Kong Subsidiaries and PRC Subsidiaries, free and clear of any Lien. There is no agreement to Control the Hong Kong Subsidiaries and PRC Subsidiaries other than the agreement with the Company. There is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any share or loan capital of any of the Group Companies (including any option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests in any of the Group Companies). 4.4. Authority. The execution, delivery, and performance of this Agreement and the Shareholders Agreement to be entered into by the Company have been duly authorized by all necessary action of the Board. Certified copies of the resolutions adopted by the Board approving this Agreement, the Shareholders Agreement and transactions contemplated hereby and thereby have been provided to the Subscriber. The Company has duly and validly executed and delivered this Agreement and the Shareholders Agreement, and this Agreement and the Shareholders Agreement constitute valid, binding, and enforceable obligations of the Company in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. 4.5. Compliance with Laws and Other Instruments. The Company holds and at all times has held all licenses, permits, and authorizations from all governmental entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. Neither the execution and delivery of this Agreement and the Shareholders Agreement nor the performance by the Company of its obligations under this Agreement and the Shareholders Agreement will: (a) conflict with or result in any breach of the Company's Charter Documents; (b) require any consent, approval, order, or authorization of or registration, declaration, or filing with or exemption (collectively "CONSENTS") by, any court, administrative agency or commission or other governmental authority or instrumentality, whether domestic or foreign (each a "GOVERNMENTAL ENTITY"); and -14-

(c) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of the Company or Company Shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which the Company is a party. 4.6. Technology and Intellectual Property Rights. (a) "INTELLECTUAL PROPERTY" shall mean: (i) any and all of the following that are owned (including joint ownership) or held by any Group Companies anywhere in the world: trademarks, trade names, service marks and trade dress, and all goodwill associated with trademarks, trade names, service marks and trade dress; patents; mask works; utility models; domain names; copyrights and copyrightable works; databases; graphics; schematics; marketing, sales and user data; technology; trade secrets,

(c) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of the Company or Company Shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which the Company is a party. 4.6. Technology and Intellectual Property Rights. (a) "INTELLECTUAL PROPERTY" shall mean: (i) any and all of the following that are owned (including joint ownership) or held by any Group Companies anywhere in the world: trademarks, trade names, service marks and trade dress, and all goodwill associated with trademarks, trade names, service marks and trade dress; patents; mask works; utility models; domain names; copyrights and copyrightable works; databases; graphics; schematics; marketing, sales and user data; technology; trade secrets, including confidential know-how, inventions, specifications and processes; computer software programs of any kind (in both source and object code form); application programming interfaces; protocols; and any renewal, extension, reissue, continuation or division rights, applications and/or registrations for any of the foregoing; (ii) any and all license rights granted to any Group Companies in any third party intellectual property or other proprietary or personal rights, including the types of intellectual property described in (i) above; and (iii) Company Intellectual Property described in Clause (i) above is referred to herein as "OWNED INTELLECTUAL PROPERTY" and Company Intellectual Property described in Clause (ii) above is referred to herein as "LICENSED INTELLECTUAL PROPERTY" (collectively, "INTELLECTUAL PROPERTY"). (b) Each of the Group Companies owns or has the right to use all Intellectual Property used or held for use in the conduct of its business without any conflict with the rights of others. All products and technology that have been or currently are published and/or offered by each Group Company or are under development by the Group, and all products and/or technology underlying any and all services that have been or currently are offered by the Group Companies or are under development by any Group Company is either: (i) owned by such Group Company, (ii) in the public domain, or (iii) rightfully used by the Group Company pursuant to a valid written license or other agreement. (c) No Group Company is, nor as a result of the execution or delivery of this Agreement, or performance of the Group Companies' obligations hereunder, -15-

will any Group Company be, in violation of any license, sublicense or other agreement relating to the Intellectual Property or of any non-disclosure agreement to which any Group Company is a party or otherwise bound. (e) Each Group Company's use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by the Group Company or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by any Group Company or their licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale, or other provision of products and services by any Group Company or its resellers or licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person.

will any Group Company be, in violation of any license, sublicense or other agreement relating to the Intellectual Property or of any non-disclosure agreement to which any Group Company is a party or otherwise bound. (e) Each Group Company's use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by the Group Company or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by any Group Company or their licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale, or other provision of products and services by any Group Company or its resellers or licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. (f) No action, suit or proceeding (i) challenging the validity, enforceability, or ownership by any Group Company of any of Owned Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any Owned Intellectual Property by any Group Company or its licensees infringes, misappropriate or violates any intellectual property or other proprietary or personal right of any person is pending or is threatened by any person. Further, no claim to the effect that the distribution, licensing, sublicensing, sale or other provision of products and services by any Group Company or its resellers or licensees infringes, misappropriates or violates any intellectual property or other proprietary or personal right of any person is pending or, to the knowledge of the Warrantors, is threatened by any person. To the knowledge of the Warrantors, there is no unauthorized use, infringement or misappropriation of any of Owned Intellectual Property by any third party, employee or former employee. (g) No other third party has any security interests in any Intellectual Property. (h) Each Group Company has secured from all parties who have created any portion of, or otherwise have any rights in or to, Owned Intellectual Property, other than employees of the Group whose work product was created by them entirely within the scope of their employment by such Group Company and constitutes work made for hire owned by that Group Company, valid written assignments or licenses of any such work or other rights to the Group -16-

Companies that are enforceable by the Group Companies and has made available true and complete copies of such assignments or licenses to the Subscriber. (i) The Group Companies own all right, title and interest in and to all data the Group Companies collect from, or discloses about, users of its products and services. The Group Companies' practices regarding the collection and use of consumer personal information are in accordance in all respects with applicable laws and regulations of all jurisdictions in which each Group Company operates. 4.7. Financial Statements. In respect of the Company and the PRC Subsidiaries, there has been delivered to the Subscriber: audited balance sheets as of 31 December 2004 (including the notes thereto, the "BALANCE SHEET") and the related audited statements of operations, statements of stockholders' equity and statements of cash flows for each of the fiscal years then ended (the "FINANCIAL STATEMENTS"). The Financial Statements: (i) have been prepared from the books and records of the relevant Group Company; (ii) present fairly in all material respects, the financial position of the relevant Group Company as of and for the periods indicated; and (iii) have been prepared in accordance with generally accepted accounting principles

Companies that are enforceable by the Group Companies and has made available true and complete copies of such assignments or licenses to the Subscriber. (i) The Group Companies own all right, title and interest in and to all data the Group Companies collect from, or discloses about, users of its products and services. The Group Companies' practices regarding the collection and use of consumer personal information are in accordance in all respects with applicable laws and regulations of all jurisdictions in which each Group Company operates. 4.7. Financial Statements. In respect of the Company and the PRC Subsidiaries, there has been delivered to the Subscriber: audited balance sheets as of 31 December 2004 (including the notes thereto, the "BALANCE SHEET") and the related audited statements of operations, statements of stockholders' equity and statements of cash flows for each of the fiscal years then ended (the "FINANCIAL STATEMENTS"). The Financial Statements: (i) have been prepared from the books and records of the relevant Group Company; (ii) present fairly in all material respects, the financial position of the relevant Group Company as of and for the periods indicated; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied. There are no liabilities in excess of US$50,000 in the aggregate, claims or obligations of any nature, whether absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown in the Financial Statements. 4.8. Accounts Receivable. All of the accounts receivable shown on the Balance Sheet have and all of any Group Company's receivables as of the Closing Date will have arisen out of bona fide transactions of the Group Companies in the ordinary course of business and have been collected or are good and collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such Balance Sheet and net of returns and payment discounts allowable by the Group Companies' policies) and can reasonably be anticipated to be paid in full without outside collection efforts within one hundred and eighty (180) days of the due date. 4.9. Taxes. (a) Each Group Company has timely filed (or caused to be filed) all tax returns ("RETURNS") required to be filed by it. All taxes required to be paid (whether or not shown on any Return) in respect of the periods covered by such Returns ("RETURN PERIODS") have been paid or fully accrued on the Closing Balance Sheet. No Group Company has requested or been granted any extension of time to file any Return. The Warrantors shall procure that there will be made available to the Subscriber upon the Subscriber's request true and correct copies of all Returns, and all material correspondence with any taxing authority. -17-

(b) No deficiencies or adjustments for any tax of any Group Company has been claimed, proposed or assessed or threatened in writing and not paid. There is currently no claim outstanding by an authority in a jurisdiction where any Group Company does not file Returns that any Group Company is or may be subject to taxation by that jurisdiction. No Group Company is subject to any pending or threatened tax audit or examination. No Group Company has entered into any agreements, waivers or other arrangements in respect of the statute of limitations in respect of its taxes or Returns. (c) For the purposes of this Agreement, the terms "TAX" and "TAXES" shall include all taxes, assessments, duties, tariffs, registration fees, and other governmental charges in the nature of taxes including, all income, franchise, property, production, sales, use, payroll, license, windfall profits, value added, severance, withholding, excise, gross receipts and other taxes, as well as any interest, additions or penalties relating thereto and any interest in respect of such additions or penalties. (d) There are no liens for taxes upon the assets of the Group except for taxes that are not yet payable. Each Group Company has withheld all taxes required to be withheld in respect of wages, salaries and other payments to all employees, officers and directors and any taxes required to be withheld from any other person and has

(b) No deficiencies or adjustments for any tax of any Group Company has been claimed, proposed or assessed or threatened in writing and not paid. There is currently no claim outstanding by an authority in a jurisdiction where any Group Company does not file Returns that any Group Company is or may be subject to taxation by that jurisdiction. No Group Company is subject to any pending or threatened tax audit or examination. No Group Company has entered into any agreements, waivers or other arrangements in respect of the statute of limitations in respect of its taxes or Returns. (c) For the purposes of this Agreement, the terms "TAX" and "TAXES" shall include all taxes, assessments, duties, tariffs, registration fees, and other governmental charges in the nature of taxes including, all income, franchise, property, production, sales, use, payroll, license, windfall profits, value added, severance, withholding, excise, gross receipts and other taxes, as well as any interest, additions or penalties relating thereto and any interest in respect of such additions or penalties. (d) There are no liens for taxes upon the assets of the Group except for taxes that are not yet payable. Each Group Company has withheld all taxes required to be withheld in respect of wages, salaries and other payments to all employees, officers and directors and any taxes required to be withheld from any other person and has timely paid all such amounts withheld to the proper taxing authority. 4.10. Absence of Certain Changes and Events. Since the date of the Balance Sheet included in the Financial Statements, there has not been: (a) Any transaction involving more than US$50,000 entered into by any Group Company other than in the ordinary course of business; (b) any increase in indebtedness for borrowed money or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person; (c) Any declaration, payment, or setting aside of any dividend or other distribution to or for any of the holders of any Shares; (d) Any termination, modification, or rescission of, or waiver by any Group Company of rights under, any contract having or reasonably likely to have a Material Adverse Change on the business of the Group Company; (e) Any discharge or satisfaction by any Group Company of any lien or encumbrance, or any payment of any obligation or liability (absolute or contingent) other than liabilities shown on the balance sheet included in the Financial Statements as of December 31, 2004 and liabilities incurred since December 31, 2004 in the ordinary course of business; (f) Any mortgage, pledge, imposition of any security interest, claim, encumbrance, or other restriction created on any of the assets, tangible or -18-

intangible, of any Group Company having or reasonably likely to have a Material Adverse Change on the business of the Group Companies; (g) Any settlement amount of any claim, dispute, suit, proceeding or investigation regarding any Group Company; or (h) Any event or condition resulting in a Material Adverse Change on the business of any of the Group Companies. 4.11. Leases in Effect; Real Estate. Each Group Company has a valid leasehold interest under the relevant leases (each a "LEASE" and collectively, the "LEASES"). There are no existing defaults, and no Group Company has received or given any written notice of default or claimed default with respect to any Lease nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder. All real property occupied by the Group Companies are subject to a written lease. No Group Company holds any interest in real property other

intangible, of any Group Company having or reasonably likely to have a Material Adverse Change on the business of the Group Companies; (g) Any settlement amount of any claim, dispute, suit, proceeding or investigation regarding any Group Company; or (h) Any event or condition resulting in a Material Adverse Change on the business of any of the Group Companies. 4.11. Leases in Effect; Real Estate. Each Group Company has a valid leasehold interest under the relevant leases (each a "LEASE" and collectively, the "LEASES"). There are no existing defaults, and no Group Company has received or given any written notice of default or claimed default with respect to any Lease nor is there any event that with notice or lapse of time, or both, would constitute a default thereunder. All real property occupied by the Group Companies are subject to a written lease. No Group Company holds any interest in real property other than the Leases. 4.12. Personal Property. Each Group Company has valid title, free and clear of all title defects, security interests, pledges, options, claims, liens, and encumbrances of any nature whatsoever to all inventory, receivables, furniture, machinery, equipment, and other personal property, tangible or otherwise, reflected on the Balance Sheet or used in such Group Company's business as of the date of such Balance Sheet even if not reflected thereon, except for acquisitions and dispositions since December 31, 2004 in the ordinary course of business and not exceeding US$50,000. 4.13. Litigation and Other Proceedings. None of the Group Companies nor any of their past or present officers, directors, or employees, is a party to any pending or, threatened action, suit, labor dispute (including any union representation proceeding), proceeding, investigation, or discrimination claim in or by any court or governmental board, commission, agency, department, or officer, or any arbitrator, arising from the actions or omissions of the Group or, in the case of an individual, from acts in his or her capacity as an officer, director, employee, agent or contractor of any Group Company, which individually or in the aggregate would have a Material Adverse Change on the business of the Group. No Group Company is a named party to any order, writ, judgment, decree, or injunction. 4.14. No Defaults. No Group Company is, nor has any Group Company received written notice that it would be with the passage of time, in default or violation of any term, condition, or provision of (i) its Charter Documents; (ii) any judgment, decree, or order to which any Group Company is a named party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which a Group Company is now a party or by which it or any of its properties or assets is bound, except for defaults and violations which have been cured or, individually or in the aggregate, would not have a Material Adverse Change on the business of any Group Company. 4.15. Sufficiency of Assets. No other Person owns any property and asset which are being used by the Group except for the properties under the Leases and personal property leased by the Group pursuant to the relevant contracts. -19-

4.16. Material Relations. None of the parties to any of the contracts entered into by any Group Company have terminated, or, to the knowledge of the Warrantors, in any way expressed to any Group Company an intent to reduce or terminate the amount of its business with any Group Company in the future. 4.17. Insurance and Banking Facilities. All premiums and other payments due from any Group Company with respect to any such contracts of insurance or indemnity have been paid, and the Warrantors do not know of any fact, act, or failure to act that has or might cause any such contract to be cancelled or terminated. All known claims for insurance or indemnity have been presented. 4.18. Employees. No Group Company has any written or oral contract of employment or other employment agreement with any of its employees (including any contracts relating to the temporary use or loaning of

4.16. Material Relations. None of the parties to any of the contracts entered into by any Group Company have terminated, or, to the knowledge of the Warrantors, in any way expressed to any Group Company an intent to reduce or terminate the amount of its business with any Group Company in the future. 4.17. Insurance and Banking Facilities. All premiums and other payments due from any Group Company with respect to any such contracts of insurance or indemnity have been paid, and the Warrantors do not know of any fact, act, or failure to act that has or might cause any such contract to be cancelled or terminated. All known claims for insurance or indemnity have been presented. 4.18. Employees. No Group Company has any written or oral contract of employment or other employment agreement with any of its employees (including any contracts relating to the temporary use or loaning of employees) that are not terminable at will by the Group Company without payment of severance or termination payments or benefits. No Group Company is a party to any pending or threatened labor dispute concerning such Group Company's business or employment practices or the subject of any organizing drive, labor grievance or petition to certify a labor union. Each Group Company has complied with all applicable laws, treaties, ordinances, rules, and regulations and requirements relating to the employment of labor. There are no claims pending or threatened to be brought against any of the Group Companies, in any court or administrative agency by any former or current Group Company employees. 4.19. Material Contracts. Other than the Contracts, no Group Company is a party to or bound by: (a) Any union contract, collective bargaining agreement or any employment contract or arrangement providing for annual salary in excess of US$4,000 with any officer or employee or with any consultant or director providing for annual compensation in excess of US$4,000; (b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (c) Any joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits; (d) Reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, US$10,000 or pursuant to which any Group Company has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, reproduction, publishing or distribution rights related to any product, group of products or territory; -20-

(e) Any lease for real or personal property in which the amount of payments which a Group Company is required to make on an annual basis exceeds US$10,000; (f) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than US$10,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Shareholders Agreement, Closing, or the consummation of the transactions contemplated; (g) Any license, permit, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Shareholders Agreement, the Closing or the consummation of the transactions contemplated; (h) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale,

(e) Any lease for real or personal property in which the amount of payments which a Group Company is required to make on an annual basis exceeds US$10,000; (f) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than US$10,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Shareholders Agreement, Closing, or the consummation of the transactions contemplated; (g) Any license, permit, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Shareholders Agreement, the Closing or the consummation of the transactions contemplated; (h) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of US$10,000 or more; or (i) Any contract containing covenants purporting to limit any Group Company's freedom to compete in any line of business in any geographic area. All Contracts are valid and in full force and effect and no Group Company has, nor, to the knowledge of the Warrantors, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a Material Adverse Change on the business of any Group Company. The Warrantors have made available to the Subscriber a copy of each Contract together with all amendments, material written waivers or other material written changes thereto. 4.20. Certain Agreements. Neither the execution and delivery of this Agreement nor the Shareholders Agreement will: (a) result in any payment by any Group Company (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee, or independent contractor of any Group Company under any employee benefit plan, agreement, or otherwise, (b) increase any benefits otherwise payable under any employee benefit plan or agreement, or -21-

(c) result in the acceleration of the time of payment or vesting of any such benefits. 4.21. Guarantees and Suretyships. No Group Company has any powers of attorney outstanding and no Group Company has any obligations or liabilities (absolute or contingent) as guarantor, surety, cosigner, endorser, comaker, or otherwise respecting the obligations or liabilities of any person, corporation, partnership, joint venture, association, organization, or other entity other than as an endorser of negotiable instruments in the ordinary course of business. 4.22. Absence of Questionable Payments. None of the Group Companies nor any of their respective Affiliate, directors, officers, agents, employees or other persons acting on their behalf, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds. None of the Group Companies nor any of their respective Affiliate, directors, officers, agents, employees or other persons acting on their behalf, has accepted or received any unlawful contributions, payments, gifts, or expenditures. 4.23. Brokers and Finders. The Company has not retained any broker, finder, or investment banker in

(c) result in the acceleration of the time of payment or vesting of any such benefits. 4.21. Guarantees and Suretyships. No Group Company has any powers of attorney outstanding and no Group Company has any obligations or liabilities (absolute or contingent) as guarantor, surety, cosigner, endorser, comaker, or otherwise respecting the obligations or liabilities of any person, corporation, partnership, joint venture, association, organization, or other entity other than as an endorser of negotiable instruments in the ordinary course of business. 4.22. Absence of Questionable Payments. None of the Group Companies nor any of their respective Affiliate, directors, officers, agents, employees or other persons acting on their behalf, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds. None of the Group Companies nor any of their respective Affiliate, directors, officers, agents, employees or other persons acting on their behalf, has accepted or received any unlawful contributions, payments, gifts, or expenditures. 4.23. Brokers and Finders. The Company has not retained any broker, finder, or investment banker in connection with this Agreement or any of the transactions contemplated by this Agreement, nor does or will Company owe any fee or other amount to any broker, finder, or investment banker in connection with this Agreement or the transactions contemplated by this Agreement. 4.24. Full Disclosure. (a) The Warrantors are not aware of any facts pertaining to the Group or its proposed business which could materially adversely affect the Group or which are likely in the future to materially adversely affect the Group and which have not been disclosed by or on behalf of the Company in connection with or pursuant to this Agreement. (b) No representation or warranty in this Agreement, nor any statement or certificate furnished or to be furnished to the Subscriber pursuant to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. 4.25. Reliance. The foregoing representations and warranties are made by the Warrantors with the knowledge and expectation that the Subscriber are placing reliance thereon. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SUBSCRIBER The Subscriber hereby represents, warrants and covenants to the Company that each of the following statements is true: -22-

5.1. Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its legal registration jurisdiction. 5.2. Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute legal, valid and binding obligations of the Subscriber, enforceable in accordance with their respective terms. 5.3. Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to subscribe for the Subscription Shares and to execute, deliver and perform this Agreement. 6. CONDITIONS OF SUBSCRIBER'S OBLIGATIONS TO PAY CASH CONSIDERATION 6.1. Obligations to Pay Subscription Amount. The obligation of the Subscriber to pay the Subscription Amount under Clause 2 of this Agreement is subject to the satisfaction or waiver, on or before the Closing Date of each

5.1. Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its legal registration jurisdiction. 5.2. Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute legal, valid and binding obligations of the Subscriber, enforceable in accordance with their respective terms. 5.3. Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to subscribe for the Subscription Shares and to execute, deliver and perform this Agreement. 6. CONDITIONS OF SUBSCRIBER'S OBLIGATIONS TO PAY CASH CONSIDERATION 6.1. Obligations to Pay Subscription Amount. The obligation of the Subscriber to pay the Subscription Amount under Clause 2 of this Agreement is subject to the satisfaction or waiver, on or before the Closing Date of each of the following: (a) Representations and Warranties. The representations and warranties of the Warrantors relating to the Group contained in Clause 4 shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date. (b) Performance. The Warrantors and the Company shall have performed and complied or procured the performance and compliance (as applicable) with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. (c) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to that the Subscriber, and the Subscriber shall have received all such counterpart original and certified or other copies of such documents as it may reasonably request. (d) Shareholders Agreement. The Shareholders Agreement has been duly executed by the parties thereto and originals or certified true copies thereof have been delivered to the Subscriber. (e) Consent from Dow Jones. No notice has been received from Dow Jones & Company, Inc., terminating the memorandum of understanding entered into between Dow Jones & Company, Inc., and Money Journal Publishing Limited dated April 2, 2004 pursuant to Article 4.2(3) of the aforesaid memorandum of understanding. -23-

(f) Existing Shareholders' Loans. The actual amount of the Existing Shareholders' Loans have been verified from the audited accounts of the Company or valid documentary proof has been submitted to the Subscriber for inspection. (g) Government Consents. All Government Consents necessary to complete the transactions contemplated in this Agreement have been obtained. 6.2. Obligations to Pay Capital Contribution. The obligations of the Subscriber to pay the Capital Contribution under Clause 2 of this Agreement shall be subject to the satisfaction or waiver of each of the following: (a) Representations and Warranties. The representations and warranties of the Warrantors relating to the Group contained in Clause 4 shall be true on and as of the payment of the Capital Contribution with the same effect as though such representations and warranties had been made on and as of that date. (b) Audited Accounts of the Group. The Subscriber shall have received the Audited Accounts for 2005/6. (c) Permit to Operate Advertising Business. The existing permit to operate advertising business held by the Beijing advertising company(Y)

(f) Existing Shareholders' Loans. The actual amount of the Existing Shareholders' Loans have been verified from the audited accounts of the Company or valid documentary proof has been submitted to the Subscriber for inspection. (g) Government Consents. All Government Consents necessary to complete the transactions contemplated in this Agreement have been obtained. 6.2. Obligations to Pay Capital Contribution. The obligations of the Subscriber to pay the Capital Contribution under Clause 2 of this Agreement shall be subject to the satisfaction or waiver of each of the following: (a) Representations and Warranties. The representations and warranties of the Warrantors relating to the Group contained in Clause 4 shall be true on and as of the payment of the Capital Contribution with the same effect as though such representations and warranties had been made on and as of that date. (b) Audited Accounts of the Group. The Subscriber shall have received the Audited Accounts for 2005/6. (c) Permit to Operate Advertising Business. The existing permit to operate advertising business held by the Beijing advertising company(Y) [Chinese Characters] expiring on September 17, 2005 shall have been renewed for a further term of 4 years. (d) Consent from Dow Jones. No notice has been received from Dow Jones & Company, Inc., terminating the memorandum of understanding entered into between Dow Jones & Company, Inc., and Money Journal Publishing Limited dated April 2, 2004 pursuant to Article 4.2(3) of the aforesaid memorandum of understanding. 7. PUT OPTION AND CALL OPTION 7.1. Each of the Warrantors (a "SELLING SHAREHOLDER") shall have the right (a "PUT OPTION") to sell the Shares held by it ("SALE SHARES") by delivering a written notice (a "PUT OPTION NOTICE"), (which shall be in the form of Exhibit A) to the Subscriber that it wishes to exercise the Put Option, and the Subscriber shall be obliged upon receipt of such notice to purchase such Sale Shares from the Selling Shareholder subject to the terms and conditions set forth in this Clause 7. 7.2. Each of the Warrantors hereby irrevocably grants to the Subscriber an option (a "CALL OPTION") to purchase the Sale Shares held by it by delivering a written notice (a "CALL OPTION NOTICE") (which shall be in the form of Exhibit B) to the Shareholders' Representative that it wishes to exercise the Call Option, and the Warrantors shall be -24-

obliged upon delivery of the Call Option Notice by the Subscriber to the Shareholders' Representative to sell such Sale Shares to the Subscriber subject to the terms and conditions set forth in this Clause 7. 7.3. The purchase price for the Sale Shares sold by each Non-Management Shareholder pursuant to this Clause 7 shall be determined as follows (the "NON-MANAGEMENT PURCHASE PRICE"):(a) If the Actual EBITDA for 2005/6 is equal to or greater than US$1,500,000, the Non-Management Purchase Price shall be:(US$1,500,000 x 6 + the Bonus Payment) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Non-Management Shareholder and the denominator of which is the total number of issued and outstanding Shares. (b) If the Actual EBITDA for 2005/6 is equal to or greater than US$1,200,000 but less than US$1,500,000, the Non-Management Purchase Price shall be:(Actual EBITDA for 2005/6 x 6) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Non-Management Shareholder and the denominator of which is the total number of issued and

obliged upon delivery of the Call Option Notice by the Subscriber to the Shareholders' Representative to sell such Sale Shares to the Subscriber subject to the terms and conditions set forth in this Clause 7. 7.3. The purchase price for the Sale Shares sold by each Non-Management Shareholder pursuant to this Clause 7 shall be determined as follows (the "NON-MANAGEMENT PURCHASE PRICE"):(a) If the Actual EBITDA for 2005/6 is equal to or greater than US$1,500,000, the Non-Management Purchase Price shall be:(US$1,500,000 x 6 + the Bonus Payment) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Non-Management Shareholder and the denominator of which is the total number of issued and outstanding Shares. (b) If the Actual EBITDA for 2005/6 is equal to or greater than US$1,200,000 but less than US$1,500,000, the Non-Management Purchase Price shall be:(Actual EBITDA for 2005/6 x 6) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Non-Management Shareholder and the denominator of which is the total number of issued and outstanding Shares. (c) If the Actual EBITDA for 2005/6 is greater than zero but less than US$1,200,000, the Non-Management Purchase Price shall be:(Actual EBITDA for 2005/6 x 5) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Non-Management Shareholder and the denominator of which is the total number of issued and outstanding Shares. (d) If the Actual EBITDA for 2005/6 is less than zero, both the Put Option and the Call Option for Sale Shares held by Non-Management Shareholders shall immediately expire. (e) For the purposes of this Section 7.3, the "Bonus Payment" shall mean (Actual EBITDA for 2005/6 less US$1,500,000) x 50%. 7.4. The purchase price for the Sale Shares sold by Management Shareholders shall be determined as follows (the "MANAGEMENT PURCHASE PRICE"): (a) If the Actual EBITDA for 2006 is equal to or greater than US$2,500,000, the Management Purchase Price shall be:(Actual EBITDA for 2006 x 6) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Selling Shareholder and the denominator of which is the total number of issued and outstanding Shares. (b) If the Actual EBITDA for 2006 is equal to or greater than US$1,200,000 but less than US$2,500,000, the Management Purchase Price shall be:-25-

(Actual EBITDA for 2006 x 5) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Selling Shareholder and the denominator of which is the total number of issued and outstanding Shares. (c) If the Actual EBITDA for 2006 is less than US$1,200,000, both the Put Option and the Call Option for Sale Shares held by Non-Management Shareholders shall immediately expire. 7.5 The Put or Call Option for Sale Shares held by Non-Management Shareholders may only be exercised in whole and not in part, and in respect of the number of Shares, and at the times set forth in Schedule 6, and shall

(Actual EBITDA for 2006 x 5) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Selling Shareholder and the denominator of which is the total number of issued and outstanding Shares. (c) If the Actual EBITDA for 2006 is less than US$1,200,000, both the Put Option and the Call Option for Sale Shares held by Non-Management Shareholders shall immediately expire. 7.5 The Put or Call Option for Sale Shares held by Non-Management Shareholders may only be exercised in whole and not in part, and in respect of the number of Shares, and at the times set forth in Schedule 6, and shall expire thereafter. 7.6 The Put or Call Option for all and not part of the Sale Shares held by Management Shareholders may be exercised at any time starting 30 days after receipt of the Audited Accounts for 2006 by the Subscriber and the Shareholders' Representative and expiring 90 days after receipt of the Audited Accounts for 2006 by the Subscriber and the Shareholders' Representative. 7.7 The closing of the Put or Call Option shall be held at the principal office of the Subscriber not later than thirty (30) days following delivery of a Put Option Notice or a Call Option Notice, as the case may be, under Clause 7.1. At the closing of the Put or Call Option, the Subscriber shall deliver a certified check or wire transfer in immediately available funds in the full amount of the Management or Non-Management Purchase Price payable to each Selling Shareholder, as the case may be, and each such Selling Shareholder shall deliver the certificates representing all of the Sale Shares, properly endorsed in form sufficient to pass good title to the Subscriber, together with the execution of any relevant documents necessary to complete the transaction; provided, however, that the Subscriber may, (i) at its sole discretion, deliver to one or more Selling Shareholders ordinary shares in the capital of the Subscriber ("SUBSCRIBER ORDINARY SHARES") in lieu of all or a portion of Management or NonManagement Purchase Price payable to each Selling Shareholder, as the case may be; (ii) with the prior written consent of the Selling Shareholder, deliver shares in an Affiliate of the Company prior to any proposed initial public offering of such Affiliate, in amounts to be agreed between the Subscriber and the Selling Shareholder. "MARKET VALUE" shall mean, with respect to the Subscriber Ordinary Shares, the average of the closing price of the Subscriber Ordinary Shares on the Tokyo Stock Exchange for the fifteen (15) trading days up to and including the third trading day prior to the applicable payment date. All stamp duty payable from the purchase of the Sale Shares shall be paid by the Selling Shareholder. Along with the title to the Sale Shares, all ancillary rights, including the right to any dividends not yet distributed on the closing of the purchase of the Sale Shares, shall be transferred to the Subscriber. 7.8 The warranties in Clause 4.2 (c) shall be deemed repeated by each Selling Shareholder to the Subscriber at the closing of the Put or Call Option, and the Subscriber shall not be obligated to complete the purchase of Sale Shares from any Selling Shareholder if the warranties under Clause 4.2(c) to be given by such Selling -26-

Shareholder are not true as of the proposed date of closing of the Put or Call Option under Clause 7.7. 8. INDEMNITY 8.1. Indemnity. The Warrantors will indemnify and will keep indemnified and save harmless the Subscriber and its successors and assigns and each of its shareholders, its current and former directors, officers and employees and its agents and representatives (an "INDEMNIFIED PARTY") from and against: (a) any and all losses, claims, damages (including lost profits, consequential damages, interest, penalties, fines and monetary sanctions) liabilities and costs ("LOSSES") incurred or suffered by an Indemnified Party by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach of any warranty, representation or covenant or the inaccuracy of any representation made in respect of the Group by the Warrantors contained or referred to in this Agreement or in any agreement, instrument or document delivered by the Company in connection therewith including, but not limited to, any dimunition in the value of the assets of and any payment made or required to be made by the Subscriber or any member of the Group and any costs and

Shareholder are not true as of the proposed date of closing of the Put or Call Option under Clause 7.7. 8. INDEMNITY 8.1. Indemnity. The Warrantors will indemnify and will keep indemnified and save harmless the Subscriber and its successors and assigns and each of its shareholders, its current and former directors, officers and employees and its agents and representatives (an "INDEMNIFIED PARTY") from and against: (a) any and all losses, claims, damages (including lost profits, consequential damages, interest, penalties, fines and monetary sanctions) liabilities and costs ("LOSSES") incurred or suffered by an Indemnified Party by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach of any warranty, representation or covenant or the inaccuracy of any representation made in respect of the Group by the Warrantors contained or referred to in this Agreement or in any agreement, instrument or document delivered by the Company in connection therewith including, but not limited to, any dimunition in the value of the assets of and any payment made or required to be made by the Subscriber or any member of the Group and any costs and expenses incurred as a result of such breach provided that the indemnity contained in this Clause 8 shall be without prejudice to any other rights and remedies available to an Indemnified Party; or (b) the nonfulfillment or breach of any covenant, undertaking, agreement or other obligation of any of the Warrantors; 8.2. Costs. For the purposes of this Clause 8, "costs" includes lawyers' (on a solicitor and his own client's basis) and accountants' fees and expenses, court costs and all other out-of-pocket expenses. 8.3. Survival of Indemnification. The representations and warranties of the Warrantors and the rights to indemnification under this Agreement with respect thereto will survive the Closing Date. 8.4. Third Party Claims. An Indemnified Party shall notify promptly the indemnifying party (the "INDEMNIFYING PARTY") in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Agreement; provided, however, that the failure of any Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Agreement. In case any claim, action or proceeding is brought against an Indemnified Party and the Indemnified Party notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof, to the extent that it chooses, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense -27-

thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), and the Indemnifying Party shall be liable for any expenses therefor. 8.5. Settlement of Claims. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on

thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), and the Indemnifying Party shall be liable for any expenses therefor. 8.5. Settlement of Claims. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party and (iii) does not include any injunctive or other non-monetary relief. 8.6. Set-Off. The Subscriber shall be entitled to set off the amount of any indemnity required to be paid by the Warrantors against any amounts payable, owing or due by the Subscriber to the Company under this Agreement. 9. NON-COMPETITION 9.1. Non-Competition. Save as contemplated in this Agreement, each of the Management Shareholders hereby undertakes with the Subscriber that: (a) it will not, in any Restricted Capacity, in PRC, Hong Kong or any other country or place where a member of the Group is carrying on or has carried on business, carry on or be engaged, concerned or interested directly or indirectly in any business which may or could compete with the business of the Group other than (a) as a holder of not more than five per cent (5%) of the issued shares or debentures of any company listed on any recognised stock exchange; or (b) through the Group or the PRC Companies; (b) it will not, in any Restricted Capacity, solicit or entice away or attempt to solicit or entice away from any member of the Group the custom of any person, firm, company or organisation who shall at any time within twelve months prior to the date hereof have been a customer, client, identified prospective customer or client, representative, agent or correspondent of the -28-

Group in the habit of dealing with the Group or enter into any contract with or accept any business from any such person, firm, company or organisation; (c) it will not, in any Restricted Capacity employ, solicit or entice away or attempt to employ, solicit or entice away from any member of the Group any person who is at the date hereof or who shall have been at the date of or within one year prior to any purported breach of this Clause 9.1(c) an officer, manager, consultant or employee of the Group whether or not such person would commit a breach of contract by reason of leaving such employment; (d) it will not at any time after the date of this Agreement make use of or disclose or divulge to any third party any information concerning the business, accounts or finances of the Group, or any of its clients' or customers' transactions or affairs, which may, or may have, come to his knowledge other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction. 9.2. Separate Obligations. Each and every obligation under Clause 9.1 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part such part or parts as are unenforceable shall be deleted from Clause 9.1 and

Group in the habit of dealing with the Group or enter into any contract with or accept any business from any such person, firm, company or organisation; (c) it will not, in any Restricted Capacity employ, solicit or entice away or attempt to employ, solicit or entice away from any member of the Group any person who is at the date hereof or who shall have been at the date of or within one year prior to any purported breach of this Clause 9.1(c) an officer, manager, consultant or employee of the Group whether or not such person would commit a breach of contract by reason of leaving such employment; (d) it will not at any time after the date of this Agreement make use of or disclose or divulge to any third party any information concerning the business, accounts or finances of the Group, or any of its clients' or customers' transactions or affairs, which may, or may have, come to his knowledge other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction. 9.2. Separate Obligations. Each and every obligation under Clause 9.1 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part such part or parts as are unenforceable shall be deleted from Clause 9.1 and any such deletion shall not affect the enforceability of all such parts of Clause 9.1 as remain not so deleted. 9.3. Restrictions Adjudged Void. While the restrictions contained in Clause 9.1 are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Subscriber and the Group but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective. 9.4. Restricted Capacity. For the purposes of Clause 9.1, "RESTRICTED CAPACITY" means, for its/his/her own account and whether through the medium of any company which is its/his/her associate (for which purpose there shall be aggregated with its/his/her shareholding or ability to exercise control the shares held or controlled by any of its/his/her associates) or as principal, partner, director, employee, consultant or agent. 10. TERMINATION 10.1. Termination. This Agreement may be terminated at any time prior to the Closing: -29-

(a) by the Subscriber if, between the date hereof and the Closing: (i) there is a Material Adverse Change, (ii) any representations and warranties contained in this Agreement shall not have been true and correct when made, (iii) any party shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iv) any Group Company makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against such Group Company or Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (b) by the Company if, between the date hereof and the Closing: (i) any representations and warranties of the Subscriber contained in this Agreement shall not have been true and correct when made, (ii) the Subscriber shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iii) the Subscriber makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Subscriber in question seeking to adjudicate the Subscriber in question bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (c) by the Subscriber or the Company if the Closing shall not have occurred within 90 days of the date of this Agreement; provided, however, that the right to terminate this Agreement under this Clause 10.1(c) shall not be available to any Party whose failure to fulfil any obligation under this Agreement shall have been the cause of, or

(a) by the Subscriber if, between the date hereof and the Closing: (i) there is a Material Adverse Change, (ii) any representations and warranties contained in this Agreement shall not have been true and correct when made, (iii) any party shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iv) any Group Company makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against such Group Company or Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (b) by the Company if, between the date hereof and the Closing: (i) any representations and warranties of the Subscriber contained in this Agreement shall not have been true and correct when made, (ii) the Subscriber shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iii) the Subscriber makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Subscriber in question seeking to adjudicate the Subscriber in question bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (c) by the Subscriber or the Company if the Closing shall not have occurred within 90 days of the date of this Agreement; provided, however, that the right to terminate this Agreement under this Clause 10.1(c) shall not be available to any Party whose failure to fulfil any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; (d) by the mutual written consent of the Subscriber and the Company. 10.2. Effect of Termination. In the event of termination of this Agreement as provided in Clause 10.1 other than as provided in Clause 10.1(b), this Agreement shall forthwith become void provided that nothing herein shall relieve any party hereto from liability for any breach of this Agreement. In the event of termination of this Agreement as provided in Clause 10.1(b), this Agreement shall forthwith become void and there shall be no liability on the part of Subscriber. 11. MISCELLANEOUS 11.1. Survival of Warranties. The representations, warranties and covenants contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Subscriber or the Warrantors. -30-

11.2. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Sale Shares sold hereunder transferred in accordance with the terms of the Shareholders Agreement). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 11.3. Governing Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Any dispute arising out of or in connection with this Agreement, including a dispute as to the validity or existence of this Agreement, shall be submitted to International Chamber of Commerce Court of Arbitration and resolved by arbitration in Hong Kong conducted in English by a single arbitrator of International Chamber of Commerce Court of Arbitration in accordance with the rules of the United Nations Commission on International Trade Law (UNCITRAL); provided, that, unless the parties agree otherwise: (i) each party shall be required only to produce specific, identified documents which are relevant to the dispute; and (ii) the parties agree the arbitration award shall be final. In addition, the parties hereto agree that no party shall have any right to commence or maintain any suit or legal proceeding concerning a dispute hereunder until the dispute has been determined in accordance with the arbitration procedure provided for herein and then only to enforce or facilitate the execution of the award rendered in such arbitration. The parties agree not to contest or seek relief from the award in any court.

11.2. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Sale Shares sold hereunder transferred in accordance with the terms of the Shareholders Agreement). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 11.3. Governing Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Any dispute arising out of or in connection with this Agreement, including a dispute as to the validity or existence of this Agreement, shall be submitted to International Chamber of Commerce Court of Arbitration and resolved by arbitration in Hong Kong conducted in English by a single arbitrator of International Chamber of Commerce Court of Arbitration in accordance with the rules of the United Nations Commission on International Trade Law (UNCITRAL); provided, that, unless the parties agree otherwise: (i) each party shall be required only to produce specific, identified documents which are relevant to the dispute; and (ii) the parties agree the arbitration award shall be final. In addition, the parties hereto agree that no party shall have any right to commence or maintain any suit or legal proceeding concerning a dispute hereunder until the dispute has been determined in accordance with the arbitration procedure provided for herein and then only to enforce or facilitate the execution of the award rendered in such arbitration. The parties agree not to contest or seek relief from the award in any court. 11.4. Prevailing Party Attorneys' Fees. If any action or proceeding is commenced to construe or enforce this Agreement or the rights and duties of the parties hereunder, then the party prevailing in that action, and any appeal thereof, shall be entitled to recover its attorneys' fees and costs in that action or proceeding, as well as all costs and fees of any appeal or action to enforce any judgment entered therein. 11.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 11.6. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 11.7. Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon postal service delivery, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof or by facsimile at the facsimile number set out on the signature page hereof, or at such other address or facsimile number as such party may designate by ten (10) days' advance written notice to the other parties. -31-

11.8. Expenses. Each of the parties hereto shall be responsible for its own costs and expenses incurred in the preparation, negotiation and execution of this Agreement. 11.9. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms. 11.10. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. 11.11. Amendment and Waiver. No amendment of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by the Subscriber and Warrantors holding a majority of the Shares held by the Warrantors. Any failure of any party to comply with any obligation, agreement or condition hereunder may be waived only in writing by the other parties, but such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. No failure by any party to take any action with respect to any breach of this Agreement or default by any other party shall constitute a waiver of such party's right to enforce

11.8. Expenses. Each of the parties hereto shall be responsible for its own costs and expenses incurred in the preparation, negotiation and execution of this Agreement. 11.9. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms. 11.10. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. 11.11. Amendment and Waiver. No amendment of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by the Subscriber and Warrantors holding a majority of the Shares held by the Warrantors. Any failure of any party to comply with any obligation, agreement or condition hereunder may be waived only in writing by the other parties, but such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. No failure by any party to take any action with respect to any breach of this Agreement or default by any other party shall constitute a waiver of such party's right to enforce any provision hereof or to take any such action. 11.12. Consenting Stockholders' Representative. Each Warrantor, by execution hereof, constitutes and appoints, effective from and after the Closing Date, Fan to be its or his representative and attorney in fact (the "SHAREHOLDERS' REPRESENTATIVE") with power to act for and bind all Warrantors for all purposes of this Agreement, including but not limited to (i) the giving of notices and consents and (ii) with respect to receipt of and disputes regarding the Audited Accounts for 2005/6 and the Audited Accounts for 2006. Fan shall consult with each other Warrantor prior to taking any action as the Shareholders' Representative. - EXECUTION PAGE FOLLOWS - THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK -32-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE SUBSCRIBER For and on behalf of XINHUA FINANCE LIMITED
By: /s/ Fredy Bush --------------------------------Name: Fredy Bush Title: Chief Executive Officer

-33-

THE WARRANTORS SIGNED, SEALED AND DELIVERED by FAN CHO TAK ALEX
/s/ Fan Cho Tak Alex ------------------------------------in the presence of:

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE SUBSCRIBER For and on behalf of XINHUA FINANCE LIMITED
By: /s/ Fredy Bush --------------------------------Name: Fredy Bush Title: Chief Executive Officer

-33-

THE WARRANTORS SIGNED, SEALED AND DELIVERED by FAN CHO TAK ALEX
/s/ Fan Cho Tak Alex ------------------------------------in the presence of:

Name: Title: For and on behalf of GAINFUL CONCEPT LIMITED
/s/ Fan Cho Tak Alex ------------------------------------in the presence of:

Name: Title: For and on behalf of BEST GAIN GROUP LIMITED
/s/ Fan Cho Tak Alex ------------------------------------in the presence of:

Name: Title: -34-

THE WARRANTORS SIGNED, SEALED AND DELIVERED by FAN CHO TAK ALEX
/s/ Fan Cho Tak Alex ------------------------------------in the presence of:

Name: Title: For and on behalf of GAINFUL CONCEPT LIMITED
/s/ Fan Cho Tak Alex ------------------------------------in the presence of:

Name: Title: For and on behalf of BEST GAIN GROUP LIMITED
/s/ Fan Cho Tak Alex ------------------------------------in the presence of:

Name: Title: -34-

For and on behalf of ECONWORLD HOLDINGS LIMITED
/s/ Fan Cho Tak Alex ------------------------------------in the presence of:

Name: Title: SIGNED, SEALED AND DELIVERED by LO YUAN LING YOLANDA

For and on behalf of ECONWORLD HOLDINGS LIMITED
/s/ Fan Cho Tak Alex ------------------------------------in the presence of:

Name: Title: SIGNED, SEALED AND DELIVERED by LO YUAN LING YOLANDA
/s/ ------------------------------------in the presence of:

Name: Title: For and on behalf of CHEERS PERFECT LIMITED
/s/ ------------------------------------in the presence of:

Name: Title: -35-

SIGNED, SEALED AND DELIVERED by LO LI CHUN
/s/ ------------------------------------in the presence of:

Name: Title: SIGNED, SEALED AND DELIVERED by CHEUNG WAH KEUNG
/s/ -------------------------------------

SIGNED, SEALED AND DELIVERED by LO LI CHUN
/s/ ------------------------------------in the presence of:

Name: Title: SIGNED, SEALED AND DELIVERED by CHEUNG WAH KEUNG
/s/ ------------------------------------in the presence of:

Name: Title: SIGNED, SEALED AND DELIVERED by LO SHUI LING RAYMOND
/s/ ------------------------------------in the presence of:

Name: Title: -36-

SIGNED, SEALED AND DELIVERED by QUACH FUNG VI
/s/ ------------------------------------in the presence of:

Name: Title: For and on behalf of JUSTLY INVESTMENT INTERNATIONAL LIMITED [Company chop of Justly Investment International Limited]
/s/ Chan Chi Pang

SIGNED, SEALED AND DELIVERED by QUACH FUNG VI
/s/ ------------------------------------in the presence of:

Name: Title: For and on behalf of JUSTLY INVESTMENT INTERNATIONAL LIMITED [Company chop of Justly Investment International Limited]
/s/ Chan Chi Pang ------------------------------------in the presence of:

Name: Title: THE COMPANY For and on behalf of ECONWORLD MEDIA LIMITED
By: /s/ Fan Cho Tak Alex --------------------------------Name: ------------------------------Title: ------------------------------

-37-

SCHEDULE 1 PART I CORPORATE DETAILS OF THE COMPANY IMMEDIATELY PRIOR TO CLOSING
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders EconWorld Media Limited December 1, 1999, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each

Shareholder Name ---------------Gainful Concept Limited Cheers Perfect Limited Cheung Wah Keung Lo Li Chun

No. of Ordinary Shares ---------------------30,000 20,000 10,000 30,000

SCHEDULE 1 PART I CORPORATE DETAILS OF THE COMPANY IMMEDIATELY PRIOR TO CLOSING
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders EconWorld Media Limited December 1, 1999, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each

Shareholder Name ---------------Gainful Concept Limited Cheers Perfect Limited Cheung Wah Keung Lo Li Chun Lo Shui Ling Raymond Justly Investment International Limited Quach Fung Vi EconWorld Holdings Limited Best Gain Group Limited TOTAL:

No. of Ordinary Shares ---------------------30,000 20,000 10,000 30,000 10,000 5,000 10,000 15,000 10,000 ------140,000 =======

Directors

Fan Cho Tak Alex Lo Yuan Ling Yolanda Rayal Secretaries Limited

Secretary

-38-

SCHEDULE 1 PART II CORPORATE DETAILS OF THE COMPANY IMMEDIATELY AFTER CLOSING
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders EconWorld Media Limited December 1, 1999, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each

Shareholder Name ---------------Gainful Concept Limited Cheers Perfect Limited Cheung Wah Keung Lo Li Chun Lo Shui Ling Raymond Justly Investment International Limited Quach Fung Vi EconWorld Holdings Limited Best Gain Group Limited Xinhua Finance Limited TOTAL:

No. of Ordinary Shares ---------------------30,000 20,000 10,000 30,000 10,000 5,000 10,000 15,000 10,000 210,000 ------350,000 =======

Directors

Fan Cho Tak Alex Lo Yuan Ling Yolanda 3 directors nominated by the Subscriber

SCHEDULE 1 PART II CORPORATE DETAILS OF THE COMPANY IMMEDIATELY AFTER CLOSING
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders EconWorld Media Limited December 1, 1999, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each

Shareholder Name ---------------Gainful Concept Limited Cheers Perfect Limited Cheung Wah Keung Lo Li Chun Lo Shui Ling Raymond Justly Investment International Limited Quach Fung Vi EconWorld Holdings Limited Best Gain Group Limited Xinhua Finance Limited TOTAL:

No. of Ordinary Shares ---------------------30,000 20,000 10,000 30,000 10,000 5,000 10,000 15,000 10,000 210,000 ------350,000 =======

Directors

Fan Cho Tak Alex Lo Yuan Ling Yolanda 3 directors nominated by the Subscriber Rayal Secretaries Limited

Secretary

-39-

SCHEDULE 2 CORPORATE DETAILS OF THE HONG KONG SUBSIDIARIES (1)
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders EconWorld Publishing Limited June 27, 2003, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$1,000 divided into 100,000 shares of HK$0.01 each

Shareholder Name ---------------EconWorld Media Limited Fan Cho Tak Alex TOTAL:

No. of Ordinary Shares ---------------------99,999 1 ------100,000 =======

Directors

Fan Cho Tak Alex Lo Yuan Ling Yolanda Rayal Secretaries Limited

Secretary

-40-

SCHEDULE 2 CORPORATE DETAILS OF THE HONG KONG SUBSIDIARIES (1)
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders EconWorld Publishing Limited June 27, 2003, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$1,000 divided into 100,000 shares of HK$0.01 each

Shareholder Name ---------------EconWorld Media Limited Fan Cho Tak Alex TOTAL:

No. of Ordinary Shares ---------------------99,999 1 ------100,000 =======

Directors

Fan Cho Tak Alex Lo Yuan Ling Yolanda Rayal Secretaries Limited

Secretary

-40(2)
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders Money Journal Publication Limited January 16, 2004, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each

Shareholder Name ---------------EconWorld Media Limited Fan Cho Tak Alex TOTAL:

No. of Ordinary Shares ---------------------999 1 ----1,000 =====

Directors

Fan Cho Tak Alex Lo Yuan Ling Yolanda Rayal Secretaries Limited

Secretary

-41(3)
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders Money Journal Advertising Limited September 28, 2004, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each

Shareholder Name

No. of Ordinary Shares

(2)
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders Money Journal Publication Limited January 16, 2004, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each

Shareholder Name ---------------EconWorld Media Limited Fan Cho Tak Alex TOTAL:

No. of Ordinary Shares ---------------------999 1 ----1,000 =====

Directors

Fan Cho Tak Alex Lo Yuan Ling Yolanda Rayal Secretaries Limited

Secretary

-41(3)
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders Money Journal Advertising Limited September 28, 2004, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each

Shareholder Name ----------------Money Journal Publication Limited TOTAL:

No. of Ordinary Shares ---------------------10,000 -----10,000 ======

Directors Secretary

Money Journal Publication Limited Fan Choi Ying

-42-

SCHEDULE 3 CORPORATE DETAILS OF THE PRC SUBSIDIARIES (1)
Name Date of Incorporation Registered Address Registered Capital Total Investment Amount Term of Operation EconWorld(Shanghai) Co., Ltd. April 29, 2003 Rm. 1211, Lippo Plaza, 222, Huaikai Central Rd., Shanghai US$140,000 US$200,000 10 years (from April 29, 2003 to April 28, 2013)

(3)
Name: Date and place of Incorporation Registered Address Authorised share capital Issued share capital Shareholders Money Journal Advertising Limited September 28, 2004, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each

Shareholder Name ----------------Money Journal Publication Limited TOTAL:

No. of Ordinary Shares ---------------------10,000 -----10,000 ======

Directors Secretary

Money Journal Publication Limited Fan Choi Ying

-42-

SCHEDULE 3 CORPORATE DETAILS OF THE PRC SUBSIDIARIES (1)
Name Date of Incorporation Registered Address Registered Capital Total Investment Amount Term of Operation Type of Company Shareholder EconWorld(Shanghai) Co., Ltd. April 29, 2003 Rm. 1211, Lippo Plaza, 222, Huaikai Central Rd., Shanghai US$140,000 US$200,000 10 years (from April 29, 2003 to April 28, 2013) limited company Shareholder's Name -----------------EconWorld Media Limited Shareholding Percentage (%) --------------------------100

Legal Representative and Managing Director Business Scope

Lo Yuan Ling Yolanda Business consulting, consulting on project management, market research and enterprise image building (excluding advertising). Licensed to operate where necessary).

-43(2)
Name Date of Incorporation Registered Address Registered Capital Financial World (Shanghai) Co., Ltd. April 29, 2003 Rm. 512, Block C, 103, Nantang Bin Road, Shanghai US$210,000

SCHEDULE 3 CORPORATE DETAILS OF THE PRC SUBSIDIARIES (1)
Name Date of Incorporation Registered Address Registered Capital Total Investment Amount Term of Operation Type of Company Shareholder EconWorld(Shanghai) Co., Ltd. April 29, 2003 Rm. 1211, Lippo Plaza, 222, Huaikai Central Rd., Shanghai US$140,000 US$200,000 10 years (from April 29, 2003 to April 28, 2013) limited company Shareholder's Name -----------------EconWorld Media Limited Shareholding Percentage (%) --------------------------100

Legal Representative and Managing Director Business Scope

Lo Yuan Ling Yolanda Business consulting, consulting on project management, market research and enterprise image building (excluding advertising). Licensed to operate where necessary).

-43(2)
Name Date of Incorporation Registered Address Registered Capital Total Investment Amount Term of Operation Type of Company Shareholder Financial World (Shanghai) Co., Ltd. April 29, 2003 Rm. 512, Block C, 103, Nantang Bin Road, Shanghai US$210,000 US$300,000 10 years (from April 29, 2003 to April 28, 2013) limited company Shareholder's Name -----------------EconWorld Media Limited Shareholding Percentage (%) --------------------------100

Legal Representative and Managing Director Business Scope

Fan Cho Tak Alex Consulting on international economy, investment consulting, trading information consulting, business consulting and management consulting. Licensed to operate where necessary.

-44-

SCHEDULE 4

(2)
Name Date of Incorporation Registered Address Registered Capital Total Investment Amount Term of Operation Type of Company Shareholder Financial World (Shanghai) Co., Ltd. April 29, 2003 Rm. 512, Block C, 103, Nantang Bin Road, Shanghai US$210,000 US$300,000 10 years (from April 29, 2003 to April 28, 2013) limited company Shareholder's Name -----------------EconWorld Media Limited Shareholding Percentage (%) --------------------------100

Legal Representative and Managing Director Business Scope

Fan Cho Tak Alex Consulting on international economy, investment consulting, trading information consulting, business consulting and management consulting. Licensed to operate where necessary.

-44-

SCHEDULE 4 KEY MANAGEMENT [Names of key management officers] -45-

SCHEDULE 5 MATERIAL CONTRACTS [List of material contracts in 2004.] -46-

SCHEDULE 6 SCHEDULE OF EXERCISING PUT OPTION OR CALL OPTION FOR NON-MANAGEMENT SHAREHOLDERS
No. of shares available for sale by exercising Put Option or Call Option starting 30 days after receipt of the Audited Accounts for 2005/6 by the Subscriber and the Shareholders' Representative and expiring 90 days after receipt of the Audited Accounts for 2005/6 by the No. of shares available for sale by exercising Put Option or Call Option starting 30 days upon receipt of the Audited Accounts for 2006 by the Subscriber and the Shareholders' Representative and expiring 90 days after receipt of the Audited Accounts for 2006 by the

SCHEDULE 4 KEY MANAGEMENT [Names of key management officers] -45-

SCHEDULE 5 MATERIAL CONTRACTS [List of material contracts in 2004.] -46-

SCHEDULE 6 SCHEDULE OF EXERCISING PUT OPTION OR CALL OPTION FOR NON-MANAGEMENT SHAREHOLDERS
No. of shares available for sale by exercising Put Option or Call Option starting 30 days after receipt of the Audited Accounts for 2005/6 by the Subscriber and the Shareholders' Representative and expiring 90 days after receipt of the Audited Accounts for 2005/6 by the Subscriber and the Shareholders' Representative -------------------------10,000 12,000 8,000 2,000 10,000 No. of shares available for sale by exercising Put Option or Call Option starting 30 days upon receipt of the Audited Accounts for 2006 by the Subscriber and the Shareholders' Representative and expiring 90 days after receipt of the Audited Accounts for 2006 by the Subscriber and the Shareholders' Representative ------------------------0 18,000 2,000 3,000 0

Name of shareholder ------------------Cheung Lo Raymond Justly Investment Quach

No. of shares held ----------10,000 30,000 10,000 5,000 10,000

-47-

EXHIBIT A PUT OPTION NOTICE To: Xinhua Finance Limited I/We, [__________] of [__________] hereby exercise my/our rights to exercise the Put Option for [__________] shares of par value HK$0.01 each in the capital of EconWorld Media Limited at an aggregate price of [__________]. You are required to pay us the sum of [__________] to the following bank account:Name of Account: ____________________

SCHEDULE 5 MATERIAL CONTRACTS [List of material contracts in 2004.] -46-

SCHEDULE 6 SCHEDULE OF EXERCISING PUT OPTION OR CALL OPTION FOR NON-MANAGEMENT SHAREHOLDERS
No. of shares available for sale by exercising Put Option or Call Option starting 30 days after receipt of the Audited Accounts for 2005/6 by the Subscriber and the Shareholders' Representative and expiring 90 days after receipt of the Audited Accounts for 2005/6 by the Subscriber and the Shareholders' Representative -------------------------10,000 12,000 8,000 2,000 10,000 No. of shares available for sale by exercising Put Option or Call Option starting 30 days upon receipt of the Audited Accounts for 2006 by the Subscriber and the Shareholders' Representative and expiring 90 days after receipt of the Audited Accounts for 2006 by the Subscriber and the Shareholders' Representative ------------------------0 18,000 2,000 3,000 0

Name of shareholder ------------------Cheung Lo Raymond Justly Investment Quach

No. of shares held ----------10,000 30,000 10,000 5,000 10,000

-47-

EXHIBIT A PUT OPTION NOTICE To: Xinhua Finance Limited I/We, [__________] of [__________] hereby exercise my/our rights to exercise the Put Option for [__________] shares of par value HK$0.01 each in the capital of EconWorld Media Limited at an aggregate price of [__________]. You are required to pay us the sum of [__________] to the following bank account:Name of Account: ____________________ Account No. ____________________ Swift code: ____________________ I/We agree to comply with the terms and conditions in relation to the exercise of Put Option as set out in the Subscription Agreement. Date: By:

SCHEDULE 6 SCHEDULE OF EXERCISING PUT OPTION OR CALL OPTION FOR NON-MANAGEMENT SHAREHOLDERS
No. of shares available for sale by exercising Put Option or Call Option starting 30 days after receipt of the Audited Accounts for 2005/6 by the Subscriber and the Shareholders' Representative and expiring 90 days after receipt of the Audited Accounts for 2005/6 by the Subscriber and the Shareholders' Representative -------------------------10,000 12,000 8,000 2,000 10,000 No. of shares available for sale by exercising Put Option or Call Option starting 30 days upon receipt of the Audited Accounts for 2006 by the Subscriber and the Shareholders' Representative and expiring 90 days after receipt of the Audited Accounts for 2006 by the Subscriber and the Shareholders' Representative ------------------------0 18,000 2,000 3,000 0

Name of shareholder ------------------Cheung Lo Raymond Justly Investment Quach

No. of shares held ----------10,000 30,000 10,000 5,000 10,000

-47-

EXHIBIT A PUT OPTION NOTICE To: Xinhua Finance Limited I/We, [__________] of [__________] hereby exercise my/our rights to exercise the Put Option for [__________] shares of par value HK$0.01 each in the capital of EconWorld Media Limited at an aggregate price of [__________]. You are required to pay us the sum of [__________] to the following bank account:Name of Account: ____________________ Account No. ____________________ Swift code: ____________________ I/We agree to comply with the terms and conditions in relation to the exercise of Put Option as set out in the Subscription Agreement. Date: By: -48-

EXHIBIT B CALL OPTION NOTICE To: Management/Non-Management Shareholders

EXHIBIT A PUT OPTION NOTICE To: Xinhua Finance Limited I/We, [__________] of [__________] hereby exercise my/our rights to exercise the Put Option for [__________] shares of par value HK$0.01 each in the capital of EconWorld Media Limited at an aggregate price of [__________]. You are required to pay us the sum of [__________] to the following bank account:Name of Account: ____________________ Account No. ____________________ Swift code: ____________________ I/We agree to comply with the terms and conditions in relation to the exercise of Put Option as set out in the Subscription Agreement. Date: By: -48-

EXHIBIT B CALL OPTION NOTICE To: Management/Non-Management Shareholders We, Xinhua Finance Limited hereby exercise our rights to exercise the Call Option for [__________] shares of par value HK$0.01 each in the capital of EconWorld Media Limited at an aggregate price of [__________]. Please provide us with your bank accounts details so that we can make payment to you. We agree to comply with the terms and conditions in relation to the exercise of Call Option as set out in the Subscription Agreement.

EXHIBIT B CALL OPTION NOTICE To: Management/Non-Management Shareholders We, Xinhua Finance Limited hereby exercise our rights to exercise the Call Option for [__________] shares of par value HK$0.01 each in the capital of EconWorld Media Limited at an aggregate price of [__________]. Please provide us with your bank accounts details so that we can make payment to you. We agree to comply with the terms and conditions in relation to the exercise of Call Option as set out in the Subscription Agreement. Date: Yours faithfully, For and on behalf of Xinhua Finance Limited By: -49-

EXHIBIT 10.38 EXECUTION COPY XINHUA FINANCE MEDIA LIMITED [Chinese Characters] (the Purchaser) AND CHEUNG WAH KEUNG AND OTHERS (the Vendors)

SHARE PURCHASE AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF ECONWORLD MEDIA LIMITED

8 JUNE 2006 Hong Kong

THIS SALE AND PURCHASE AGREEMENT (this "AGREEMENT") is made on the 8th day of June 2006. BETWEEN 1. XINHUA FINANCE MEDIA LIMITED [Chinese Characters], a company incorporated under the laws of

EXHIBIT 10.38 EXECUTION COPY XINHUA FINANCE MEDIA LIMITED [Chinese Characters] (the Purchaser) AND CHEUNG WAH KEUNG AND OTHERS (the Vendors)

SHARE PURCHASE AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF ECONWORLD MEDIA LIMITED

8 JUNE 2006 Hong Kong

THIS SALE AND PURCHASE AGREEMENT (this "AGREEMENT") is made on the 8th day of June 2006. BETWEEN 1. XINHUA FINANCE MEDIA LIMITED [Chinese Characters], a company incorporated under the laws of the Cayman Islands with registration number 157511 and a registered address at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands, British West Indies (the "PURCHASER"); 2. The persons or corporations whose names are set out in Schedule I (each a "VENDOR" and together the "VENDORS"). WHEREAS A. The Vendors hold 65,000 shares of EconWorld Media Limited (the "COMPANY"), which represents approximately 18.57% of the issued and outstanding share capital of the Company, a company incorporated in Hong Kong with a registration number of 696257 and a registered address of Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong. Further corporate particulars of the Company are set out in Schedule II. B. By a subscription agreement dated 26 May 2005 and a supplemental deed dated 2 November 2005 entered into between Xinhua Finance Limited ("XFL") and the Vendors, the Vendors have the put option to sell the Sale Shares and XFL has the call option to purchase the Sale Shares in accordance with the terms of the subscription agreement and supplemental deed. C. On 12 January 2006, XFL transferred all its shares in the Company to the Purchaser. D. The Purchaser desires to purchase from the Vendors and the Vendors wish to sell to the Purchaser 42,000 shares of the Company (the "SALE SHARES"), representing 12% of the issued and outstanding share capital of the Company subject to the terms and conditions set out in this Agreement.

THIS SALE AND PURCHASE AGREEMENT (this "AGREEMENT") is made on the 8th day of June 2006. BETWEEN 1. XINHUA FINANCE MEDIA LIMITED [Chinese Characters], a company incorporated under the laws of the Cayman Islands with registration number 157511 and a registered address at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands, British West Indies (the "PURCHASER"); 2. The persons or corporations whose names are set out in Schedule I (each a "VENDOR" and together the "VENDORS"). WHEREAS A. The Vendors hold 65,000 shares of EconWorld Media Limited (the "COMPANY"), which represents approximately 18.57% of the issued and outstanding share capital of the Company, a company incorporated in Hong Kong with a registration number of 696257 and a registered address of Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong. Further corporate particulars of the Company are set out in Schedule II. B. By a subscription agreement dated 26 May 2005 and a supplemental deed dated 2 November 2005 entered into between Xinhua Finance Limited ("XFL") and the Vendors, the Vendors have the put option to sell the Sale Shares and XFL has the call option to purchase the Sale Shares in accordance with the terms of the subscription agreement and supplemental deed. C. On 12 January 2006, XFL transferred all its shares in the Company to the Purchaser. D. The Purchaser desires to purchase from the Vendors and the Vendors wish to sell to the Purchaser 42,000 shares of the Company (the "SALE SHARES"), representing 12% of the issued and outstanding share capital of the Company subject to the terms and conditions set out in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Purchaser and the Vendors do hereby agree as follows: 1. DEFINITIONS 1.1 Definitions. The following terms, as used herein, have the following meanings: "BOARD" means the board of directors of the Company; "CLOSING" shall have the meaning provided in Clause 2.3; 2

"CLOSING DATE" shall have the meaning provided in Clause 2.3; "CONSENT" means any consent, approval, permit, license, order, or authorization of or registration, declaration, or filing with or exemption by Governmental Entity; "DIRECTORS" mean the members from time to time of the Board; "ENCUMBRANCE" means and includes any interest or equity of any person (including, without prejudice to the generality of the foregoing, any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien or assignment or any other encumbrance, priority or security interest or arrangement of whatsoever nature over or in the relevant property; "GOVERNMENTAL ENTITY" means any court, regulatory body, administrative agency or commission or

"CLOSING DATE" shall have the meaning provided in Clause 2.3; "CONSENT" means any consent, approval, permit, license, order, or authorization of or registration, declaration, or filing with or exemption by Governmental Entity; "DIRECTORS" mean the members from time to time of the Board; "ENCUMBRANCE" means and includes any interest or equity of any person (including, without prejudice to the generality of the foregoing, any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien or assignment or any other encumbrance, priority or security interest or arrangement of whatsoever nature over or in the relevant property; "GOVERNMENTAL ENTITY" means any court, regulatory body, administrative agency or commission or other governmental authority or instrumentality, whether domestic or foreign; "HONG KONG" means the Hong Kong Special Administrative Region of the People's Republic of China; "PURCHASE PRICE" means US$1,082,910; "SALE SHARES" has the meaning set out in Recital D; and "US$" and "US DOLLARS" means the lawful currency of the United States of America. 1.2 Interpretation. In this Agreement: (a) the headings are inserted for convenience only and shall not affect the construction of this Agreement; (b) references to statutory provisions shall be construed as references to those provisions as amended or reenacted or as their application is modified by other statutory provisions (whether before or after the date hereof) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification); (c) all time and dates in this Agreement shall be Hong Kong time and dates except where otherwise stated; (d) unless the context requires otherwise, words incorporating the singular shall include the plural and vice versa and words importing a gender shall include every gender; and (e) references herein to Clauses, Recitals and Schedules are to clauses and recitals of and schedules to this Agreement. 1.3 Recitals, Schedules. All Recitals and Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals and Schedules. 3

2 SALE AND PURCHASE OF SALE SHARES 2.1 Sale. Subject to the terms and conditions set out in this Agreement, the Purchaser (relying on the representations, warranties, agreements, covenants, undertakings and indemnities hereinafter referred to) agrees with the Vendors to purchase at Closing, and the Vendors agree to sell and cause to be sold to the Purchaser at Closing, all rights, title and interests in the Sale Shares free from all Encumbrances together with all rights of any nature whatsoever now or hereafter attaching or accruing to them including all rights to any dividends or other distribution declared paid or made in respect of them after the Closing Date. 2.2 Purchase Price. The aggregate purchase price for the interests in the Sale Shares shall be US$1,082,910 (the "PURCHASE PRICE").

2 SALE AND PURCHASE OF SALE SHARES 2.1 Sale. Subject to the terms and conditions set out in this Agreement, the Purchaser (relying on the representations, warranties, agreements, covenants, undertakings and indemnities hereinafter referred to) agrees with the Vendors to purchase at Closing, and the Vendors agree to sell and cause to be sold to the Purchaser at Closing, all rights, title and interests in the Sale Shares free from all Encumbrances together with all rights of any nature whatsoever now or hereafter attaching or accruing to them including all rights to any dividends or other distribution declared paid or made in respect of them after the Closing Date. 2.2 Purchase Price. The aggregate purchase price for the interests in the Sale Shares shall be US$1,082,910 (the "PURCHASE PRICE"). 2.3 Closing. The purchase and sale of the Sale Shares (the "CLOSING") shall take place at the offices of Suite 2003-5, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong on 8 June 2006 or at such other time and place as the Purchaser and the Vendors agree in writing. The date and time of the Closing are herein referred to as the "CLOSING DATE". 2.4 The Vendors' Closing Obligations. Upon Closing the Vendors shall deliver to the Purchaser: (i) the following documents in respect of the Sale Shares: (A) duly completed and signed instruments of transfers and sold notes of the Sale Shares by the registered holders thereof in favour of the Purchaser or as it may direct together with the share certificates representing the Sale Shares; (B) all powers of attorney or other authorities under which the transfers of the Sale Shares have been executed; (C) such waivers or consents as the Purchaser may require enabling the Purchaser or its nominee(s) to be registered as the holders of the Sale Shares; (D) such other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser or its nominees to become the registered holders thereof; (ii) written confirmation that the Vendors are not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings herein contained; and (iii) such other papers and documents as the Purchaser may reasonably require. 4

2.5 The Purchaser's Closing Obligations. Against performance of the the matters set out in Clause 2.4, the Purchaser shall pay to the Vendors the Purchase Price. 2.6 Further Covenants. The Vendors hereby irrevocably undertake to the Purhcaser to procure at its own expense the due execution of all such further documents as are necessary to vest in the Purchaser all such property and rights as are intended to be vested in them by or pursuant to this Agreement. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS The Vendors represent and warrant to the Purchaser that the following statements are true and correct as of the date of this Agreement: 3.1 The Company. In respect of the Company: (a) Organization, Standing, and Power. It is a company duly organized, validly existing, and in good standing under the laws of incorporation, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. The articles

2.5 The Purchaser's Closing Obligations. Against performance of the the matters set out in Clause 2.4, the Purchaser shall pay to the Vendors the Purchase Price. 2.6 Further Covenants. The Vendors hereby irrevocably undertake to the Purhcaser to procure at its own expense the due execution of all such further documents as are necessary to vest in the Purchaser all such property and rights as are intended to be vested in them by or pursuant to this Agreement. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS The Vendors represent and warrant to the Purchaser that the following statements are true and correct as of the date of this Agreement: 3.1 The Company. In respect of the Company: (a) Organization, Standing, and Power. It is a company duly organized, validly existing, and in good standing under the laws of incorporation, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. The articles of incorporation, bylaws, registers and/or other organizational documents ("CHARTER DOCUMENTS") of the Company, in each case, as amended to the date hereof are complete and correct copies. (b) Corporate Records. Its minute books and corporate records contain correct and complete records of all proceedings and actions taken at all meetings of, or effected by written consent of, its shareholders and its board of directors, and all original issuances and subsequent transfers, repurchases, and cancellations of its shares. (c) Capital Structure. (i) Immediately following Closing its issued share capital will be as set out in Schedule III. (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which its is a party or by which it may be bound obligating company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares, or obligating it to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. It does not have outstanding any bonds, debentures, notes or other indebtedness. (d) Authority. The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action of its board. Certified copies of the resolutions adopted by its board approving this Agreement and transactions contemplated hereby have been provided to the Purchaser. (e) Execution. It has duly and validly executed and delivered this Agreement 5

constitute valid, binding, and enforceable obligations of it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (f) Compliance with Laws and Other Instruments. It holds, and at all times has held all licenses, permits, and authorizations from all governmental entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. (g) Corporate Governance. Neither the execution and delivery of this Agreement nor the performance by it of its obligations under this Agreement will (i) conflict with or result in any breach of its Charter Documents; (ii) require any Consent, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties

constitute valid, binding, and enforceable obligations of it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (f) Compliance with Laws and Other Instruments. It holds, and at all times has held all licenses, permits, and authorizations from all governmental entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. (g) Corporate Governance. Neither the execution and delivery of this Agreement nor the performance by it of its obligations under this Agreement will (i) conflict with or result in any breach of its Charter Documents; (ii) require any Consent, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. (h) No Litigation. The Company is not involved in any litigation whether as plaintiff or defendant. (i) Ownership of Shares. Each Vendor has good and valid title to the Sale Shares set forth opposite his or its name on Schedule I, free and clear of any lien, charge, encumbrance, security interest, voting agreement, voting trust, voting or transfer restriction, right of first refusal, proxy, claim or right of others of whatever nature (a "LIEN"), and at closing of any sale of such Sale Shares by a Vendor, such Vendor will deliver to the Purchaser good and valid title to all of the Sale Shares beneficially owned by such Vendor as set forth on Schedule I hereto, free and clear of any Liens. No person or entity other than such Vendor has any power or right, whether or not shared with any other person or entity, to dispose of or direct the disposition of any of the Sale Shares or to vote or direct the voting of any of the Sale Shares held by such Vendor as set forth on Schedule I hereto. 3.2 General (a) Full Disclosure. (i) The Vendors are not aware of any facts which could materially adversely affect the Company or which are likely in the future to materially adversely affect the Company and which have not been disclosed by or on behalf of the Company in connection with or pursuant to this Agreement. (ii) No representation or warranty in this Agreement, nor any statement or certificate furnished or to be furnished to the Purchaser pursuant 6

to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. (b) Reliance. The foregoing representations and warranties are made by the Vendors with the knowledge and expectation that the Purchaser is placing reliance thereon. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS The Vendors hereby represent, warrant and covenant on a joint and several basis to the Purchaser that each of the following statements is true: 4.1 Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation. 4.2 Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute its legal, valid and binding obligations enforceable in accordance with its terms.

to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. (b) Reliance. The foregoing representations and warranties are made by the Vendors with the knowledge and expectation that the Purchaser is placing reliance thereon. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS The Vendors hereby represent, warrant and covenant on a joint and several basis to the Purchaser that each of the following statements is true: 4.1 Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation. 4.2 Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute its legal, valid and binding obligations enforceable in accordance with its terms. 4.3 Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to sale the Sale Shares and to execute, deliver and perform this Agreement. 4.4 Authority. The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action of its board. Certified copies of the resolutions adopted by its board approving this Agreement and transactions contemplated hereby have been provided to the Purchaser. 4.5 Compliance with Laws and Other Instruments. It holds, and at all times has held all licenses, permits, and authorizations from all governmental entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. 4.6 Corporate Governance. Neither the execution and delivery of this Agreement nor the performance by it of its obligations under this Agreement will (i) conflict with or result in any breach of its Charter Documents (ii) require any Consents by Governmental Entity, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 7

PURCHASER The Purchaser hereby represents, warrants and covenants to the Vendors that each of the following statements is true: 5.1 Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation. 5.2 Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute its legal, valid and binding obligations enforceable in accordance with its terms. 5.3 Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to purchase the Sale Shares and to execute, deliver and perform this Agreement.

PURCHASER The Purchaser hereby represents, warrants and covenants to the Vendors that each of the following statements is true: 5.1 Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation. 5.2 Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute its legal, valid and binding obligations enforceable in accordance with its terms. 5.3 Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to purchase the Sale Shares and to execute, deliver and perform this Agreement. 6. CONFIDENTIALITY AND NON-DISCLOSURE 6.1 Non-Disclosure of Terms. The terms and conditions of this Agreement, including its existence, shall be considered confidential information and shall not be disclosed by any party hereto to any third party except in accordance with the provisions set forth below; provided that such confidential information shall not include any information that is in the public domain other than by the breach of the confidentiality obligations hereunder. 6.2 Press Releases, Etc. Any press release issued by any party hereto shall be approved in advance in writing by the both parties hereto, whose consent shall not be unreasonably withheld. No other announcement regarding any of the terms set out in this Agreement in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without the prior written consent of both parties hereto, whose consent shall not be unreasonably withheld. 6.3 Permitted Disclosures. Notwithstanding the foregoing, any party may disclose any of the terms set out this Agreement to its current or bona fide, employees, bankers, lenders, partners, accountants and attorneys and other professional advisers, in each case only where such persons or entities are under appropriate nondisclosure obligations. 6.4 Legally Compelled Disclosure. In the event that any party is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to disclose the existence or terms of this Agreement in contravention of the provisions of this Clause 6, such party (the "DISCLOSING PARTY") shall provide the other parties (the "NON-DISCLOSING PARTIES") with prompt written notice of that fact and use all reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required and shall exercise reasonable efforts to keep 8

confidential such information to the extent reasonably requested by any Non-Disclosing Party. 6.5 Other Information. The provisions of this Clause 6 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties hereto with respect to the transactions contemplated hereby. 7. MISCELLANEOUS 7.1 Survival of Warranties. The representations, warranties and covenants contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Purchaser. 7.2 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including

confidential such information to the extent reasonably requested by any Non-Disclosing Party. 6.5 Other Information. The provisions of this Clause 6 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties hereto with respect to the transactions contemplated hereby. 7. MISCELLANEOUS 7.1 Survival of Warranties. The representations, warranties and covenants contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Purchaser. 7.2 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Company Shares sold hereunder). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 7.3 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The parties hereto irrevocably agree to submit to the non-exclusive jurisdiction of the Hong Kong International Arbitration Centre according to UNCITAL Arbitration Rules in all matters arising in connection with this Agreement. 7.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 7.6 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon postal service delivery, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof or by facsimile at the facsimile number set out on the signature page hereof, or at such other address or facsimile number as such party may designate by ten (10) days' advance written notice to the other parties. 7.7 Expenses. Each of the parties hereto shall be responsible for its own costs and expenses incurred in the preparation, negotiation and execution of this Agreement. 9

7.8 Stamp duty. Each party to this Agreement shall pay its own share of stamp duty in relation to the sale and purchase of the Sale Shares and the Vendors hereby authorise the Purchaser to deduct from the Purchase Price the Vendors' share of stamp duty. 7.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms. - EXECUTION PAGE FOLLOWS 10

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

7.8 Stamp duty. Each party to this Agreement shall pay its own share of stamp duty in relation to the sale and purchase of the Sale Shares and the Vendors hereby authorise the Purchaser to deduct from the Purchase Price the Vendors' share of stamp duty. 7.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms. - EXECUTION PAGE FOLLOWS 10

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE VENDOR SIGNED by CHEUNG WAH KEUNG [Chinese Characters]
/s/ CHEUNG WAH KEUNG -------------------------------------

SIGNED by LO LI CHUN [Chinese Characters]
/s/ LO LI CHUN -------------------------------------

SIGNED by LO SHUI LING RAYMOND [Chinese Characters]
/s/ LO SHUI LING RAYMOND -------------------------------------

SIGNED by QUACH FUNG VI [Chinese Characters]
/s/ QUACH FUNG VI -------------------------------------

For and on behalf of JUSTLY INVESTMENT INTERNATIONAL LIMITED [Chinese Characters]
/s/ ------------------------------------Name: ------------------------------Title: ------------------------------

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE VENDOR SIGNED by CHEUNG WAH KEUNG [Chinese Characters]
/s/ CHEUNG WAH KEUNG -------------------------------------

SIGNED by LO LI CHUN [Chinese Characters]
/s/ LO LI CHUN -------------------------------------

SIGNED by LO SHUI LING RAYMOND [Chinese Characters]
/s/ LO SHUI LING RAYMOND -------------------------------------

SIGNED by QUACH FUNG VI [Chinese Characters]
/s/ QUACH FUNG VI -------------------------------------

For and on behalf of JUSTLY INVESTMENT INTERNATIONAL LIMITED [Chinese Characters]
/s/ ------------------------------------Name: ------------------------------Title: ------------------------------

11

THE PURCHASER For and on behalf of XINHUA FINANCE MEDIA LIMITED
By: /s/ John McLean --------------------------------Name: John McLean Title: Authorized signatory

12

THE PURCHASER For and on behalf of XINHUA FINANCE MEDIA LIMITED
By: /s/ John McLean --------------------------------Name: John McLean Title: Authorized signatory

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SCHEDULE I LIST OF VENDORS, NUMBER OF SALE SHARES AND PURCHASE PRICE
TOTAL PURCHASE PRICE TO BE PAID TO EACH VENDOR ----------------------USD257,836 USD309,403 USD206,268 USD257,836 USD51,567

NAME OF VENDOR -------------CHEUNG WAH KEUNG LO LI CHUN LO SHUI LING RAYMOND QUACH FUNG VI JUSTLY INVESTMENT INTERNATIONAL LIMITED

NO. OF SALE SHARES -----------------10,000 12,000 8,000 10,000 2,000

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SCHEDULE II PARTICULARS OF THE COMPANY BEFORE CLOSING
Name: Date and place of Incorporation Registered Address EconWorld Media Limited [Chinese Characters] December 1, 1999, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each HK$3,500 divided into 350,000 shares of HK$0.01 each No. of Ordinary Shares --------------30,000 20,000 10,000 30,000 10,000 5,000 10,000 15,000 10,000 210,000

Authorised share capital

Issued share capital

Shareholders

Shareholder Name ---------------Gainful Concept Limited Cheers Perfect Limited Cheung Wah Keung Lo Li Chun Lo Shui Ling Raymond Justly Investment International Limited Quach Fung Vi EconWorld Holdings Limited Best Gain Group Limited Xinhua Finance Media Limited

SCHEDULE I LIST OF VENDORS, NUMBER OF SALE SHARES AND PURCHASE PRICE
TOTAL PURCHASE PRICE TO BE PAID TO EACH VENDOR ----------------------USD257,836 USD309,403 USD206,268 USD257,836 USD51,567

NAME OF VENDOR -------------CHEUNG WAH KEUNG LO LI CHUN LO SHUI LING RAYMOND QUACH FUNG VI JUSTLY INVESTMENT INTERNATIONAL LIMITED

NO. OF SALE SHARES -----------------10,000 12,000 8,000 10,000 2,000

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SCHEDULE II PARTICULARS OF THE COMPANY BEFORE CLOSING
Name: Date and place of Incorporation Registered Address EconWorld Media Limited [Chinese Characters] December 1, 1999, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each HK$3,500 divided into 350,000 shares of HK$0.01 each No. of Ordinary Shares --------------30,000 20,000 10,000 30,000 10,000 5,000 10,000 15,000 10,000 210,000 ------350,000 =======

Authorised share capital

Issued share capital

Shareholders

Shareholder Name ---------------Gainful Concept Limited Cheers Perfect Limited Cheung Wah Keung Lo Li Chun Lo Shui Ling Raymond Justly Investment International Limited Quach Fung Vi EconWorld Holdings Limited Best Gain Group Limited Xinhua Finance Media Limited TOTAL:

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SCHEDULE III PARTICULARS OF THE COMPANY IMMEDIATELY AFTER CLOSING
Name: Date and place of Incorporation EconWorld Media Limited [Chinese Characters] December 1, 1999, Hong Kong

SCHEDULE II PARTICULARS OF THE COMPANY BEFORE CLOSING
Name: Date and place of Incorporation Registered Address EconWorld Media Limited [Chinese Characters] December 1, 1999, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each HK$3,500 divided into 350,000 shares of HK$0.01 each No. of Ordinary Shares --------------30,000 20,000 10,000 30,000 10,000 5,000 10,000 15,000 10,000 210,000 ------350,000 =======

Authorised share capital

Issued share capital

Shareholders

Shareholder Name ---------------Gainful Concept Limited Cheers Perfect Limited Cheung Wah Keung Lo Li Chun Lo Shui Ling Raymond Justly Investment International Limited Quach Fung Vi EconWorld Holdings Limited Best Gain Group Limited Xinhua Finance Media Limited TOTAL:

14

SCHEDULE III PARTICULARS OF THE COMPANY IMMEDIATELY AFTER CLOSING
Name: Date and place of Incorporation Registered Address EconWorld Media Limited [Chinese Characters] December 1, 1999, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each HK$3,500 divided into 350,000 shares of HK$0.01 each No. of Ordinary Shares --------------30,000 20,000 18,000 2,000 3,000 15,000 10,000 252,000 ------350,000

Authorised share capital

Issued share capital

Shareholders

Shareholder Name ---------------Gainful Concept Limited Cheers Perfect Limited Lo Li Chun Lo Shui Ling Raymond Justly Investment International Limited EconWorld Holdings Limited Best Gain Group Limited Xinhua Finance Media Limited TOTAL:

SCHEDULE III PARTICULARS OF THE COMPANY IMMEDIATELY AFTER CLOSING
Name: Date and place of Incorporation Registered Address EconWorld Media Limited [Chinese Characters] December 1, 1999, Hong Kong Room 203A, 2/F., Stanhope House, 734-738 King's Road, Hong Kong HK$10,000 divided into 1,000,000 shares of HK$0.01 each HK$3,500 divided into 350,000 shares of HK$0.01 each No. of Ordinary Shares --------------30,000 20,000 18,000 2,000 3,000 15,000 10,000 252,000 ------350,000 =======

Authorised share capital

Issued share capital

Shareholders

Shareholder Name ---------------Gainful Concept Limited Cheers Perfect Limited Lo Li Chun Lo Shui Ling Raymond Justly Investment International Limited EconWorld Holdings Limited Best Gain Group Limited Xinhua Finance Media Limited TOTAL:

15

EXHIBIT 10.39 XINHUA FINANCE LIMITED (Purchaser) AND LU CHIN CHIEN (Vendor) AND LI TONG (Warrantor) AND MING SHING INTERNATIONAL LIMITED (Company)

SHARE PURCHASE AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF MING SHING INTERNATIONAL LIMITED

EXHIBIT 10.39 XINHUA FINANCE LIMITED (Purchaser) AND LU CHIN CHIEN (Vendor) AND LI TONG (Warrantor) AND MING SHING INTERNATIONAL LIMITED (Company)

SHARE PURCHASE AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF MING SHING INTERNATIONAL LIMITED

December 21, 2005 Hong Kong

TABLE OF CONTENTS
Item ---1. 1.1 1.2 1.3 1.4 2. 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 3. 3.1 3.2 3.3 4. Description ----------DEFINITIONS............................................... Definitions............................................... Interpretation............................................ Recitals, Schedules....................................... Joint Obligations......................................... SALE AND PURCHASE OF SALE SHARES.......................... Sale...................................................... Purchase Price............................................ Release................................................... The Company's Release Obligations......................... The Vendor's Release Obligations.......................... The Purchaser Release Obligations......................... Deferral of the Release................................... Closing................................................... Further Covenants......................................... Covenants of the Company and the Purchaser Post-Closing... Board of Directors........................................ Covenants of the Vendor and the Warrantor Post-Closing.... COVENANTS PRIOR TO CLOSING................................ Covenants................................................. Access to Information..................................... Rescission................................................ REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF Page ----

TABLE OF CONTENTS
Item ---1. 1.1 1.2 1.3 1.4 2. 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 3. 3.1 3.2 3.3 4. 4.1 4.2 4.3 5. 5.1 5.2 5.3 6. 6.1 6.2 6.3 6.4 7. 7.1 Description ----------DEFINITIONS............................................... Definitions............................................... Interpretation............................................ Recitals, Schedules....................................... Joint Obligations......................................... SALE AND PURCHASE OF SALE SHARES.......................... Sale...................................................... Purchase Price............................................ Release................................................... The Company's Release Obligations......................... The Vendor's Release Obligations.......................... The Purchaser Release Obligations......................... Deferral of the Release................................... Closing................................................... Further Covenants......................................... Covenants of the Company and the Purchaser Post-Closing... Board of Directors........................................ Covenants of the Vendor and the Warrantor Post-Closing.... COVENANTS PRIOR TO CLOSING................................ Covenants................................................. Access to Information..................................... Rescission................................................ REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE GROUP................................................. The Offshore Companies.................................... The PRC Companies......................................... General................................................... REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR... Power and Authority....................................... Sale Shares............................................... Encumbrances.............................................. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE WARRANTOR................................................. Power and Authority....................................... Sale Shares............................................... Encumbrances.............................................. Acknowledgement........................................... REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER................................................. Organisation and Qualification............................ Page ----

-i7.2 7.3 8. 8.1 8.2 8.3 9. 9.1 9.2 9.3 9.4 9.5 9.6 10. Authorisation............................................. Power and Authority....................................... LIMITATION OF REPRESENTATIONS, WARRANTIES AND COVENANTS... Survival of Representation and Warranties................. Investigation or Knowlegdge............................... Limitations on Liability.................................. CONDITIONS OF THE PURCHASER'S OBLIGATIONS AT RELEASE...... Representations and Warranties............................ Due Diligence............................................. Performance............................................... No Material Adverse Change................................ Deliverables.............................................. Board Approval............................................ INDEMNITY.................................................

7.2 7.3 8. 8.1 8.2 8.3 9. 9.1 9.2 9.3 9.4 9.5 9.6 10. 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 11. 11.1 11.2 11.3 11.4 11.5 11.6 12. 12.1 12.2 13. 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10

Authorisation............................................. Power and Authority....................................... LIMITATION OF REPRESENTATIONS, WARRANTIES AND COVENANTS... Survival of Representation and Warranties................. Investigation or Knowlegdge............................... Limitations on Liability.................................. CONDITIONS OF THE PURCHASER'S OBLIGATIONS AT RELEASE...... Representations and Warranties............................ Due Diligence............................................. Performance............................................... No Material Adverse Change................................ Deliverables.............................................. Board Approval............................................ INDEMNITY................................................. Indemnity................................................. Costs..................................................... Survival of Indemnification............................... Third Party Claims........................................ Settlement of Claims...................................... Certain Tax Matters....................................... Limitation................................................ Indemnification by Purchaser.............................. NON-COMPETE COVENANT...................................... Non Competition........................................... Nonsolicitation of Clients................................ Separate Obligations...................................... Reasonableness............................................ Equitable Relief.......................................... Default................................................... TERMINATION............................................... Termination............................................... Effect of Termination..................................... MISCELLANEOUS............................................. Survival of Warranties.................................... Successors and Assigns.................................... Governing Law and Jurisdiction............................ Arbitration............................................... Counterparts.............................................. Titles and Subtitles...................................... Notices................................................... Expenses.................................................. Severability.............................................. Entire Agreement..........................................

EXECUTION PAGE...........................................................

-iiSCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE A B C D E F G H I J K L CORPORATION DETAILS OF THE COMPANY.......................... SCHEDULE OF THE GROUP....................................... LIST OF INTERNAL CONTROL AGREEMENTS......................... CORPORATE DETAILS OF THE GROUP IMMEDIATELY FOLLOWING THE RELEASE AND AT CLOSING...................................... MATERIAL CONTRACTS.......................................... LEASES...................................................... FORM OF MANAGEMENT CONTRACTS................................ LIST OF BANK ACCOUNTS AND DETAILS........................... LIST OF KEY MANAGEMENT TEAM................................. COMPANY'S DELIVERABLES...................................... REORGANIZATION DELIVERABLES................................. LIST OF PERSONS TO ENTER INTO DEED OF NON-COMPETITION UNDERTAKING AND RELEASE..................................... FORM OF DEED OF NON-COMPETITION UNDERTAKING AND RELEASE.....

SCHEDULE M

SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE SCHEDULE

A B C D E F G H I J K L

SCHEDULE M

CORPORATION DETAILS OF THE COMPANY.......................... SCHEDULE OF THE GROUP....................................... LIST OF INTERNAL CONTROL AGREEMENTS......................... CORPORATE DETAILS OF THE GROUP IMMEDIATELY FOLLOWING THE RELEASE AND AT CLOSING...................................... MATERIAL CONTRACTS.......................................... LEASES...................................................... FORM OF MANAGEMENT CONTRACTS................................ LIST OF BANK ACCOUNTS AND DETAILS........................... LIST OF KEY MANAGEMENT TEAM................................. COMPANY'S DELIVERABLES...................................... REORGANIZATION DELIVERABLES................................. LIST OF PERSONS TO ENTER INTO DEED OF NON-COMPETITION UNDERTAKING AND RELEASE..................................... FORM OF DEED OF NON-COMPETITION UNDERTAKING AND RELEASE.....

-iii-

THIS SHARE PURCHASE AGREEMENT (this "AGREEMENT") is made on the 21s day of December 2005. BETWEEN (1) XINHUA FINANCE LIMITED, a company incorporated under the laws of the Cayman Islands and listed on the Mothers Board of the Tokyo Stock Exchange (Symbol: 9399) (the "PURCHASER"); (2) LU CHIN CHIEN, holder of Taiwan passport no. 132504107 residing at 102, No. 22, Tongji Green Park, Yangpu District, Shanghai, PRC (the "VENDOR"); (3) LI TONG, a citizen of the PRC and holder of PRC identity card number 110101196205293025 residing at No. 2403, Entrance B, No. 4 Building, Block One, Fangcheng Garden, Fengtai District, Beijing, PRC (the "WARRANTOR"); and (4) MING SHING INTERNATIONAL LIMITED, a company incorporated under the laws of the British Virgin Islands with registration number 679686 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the "COMPANY"). WHEREAS A. The Vendor is the holder of legal title to the Sale Shares representing 100% of the issued and outstanding share capital of the Company. B. The Vendor holds the Sale Shares solely for and on behalf of the Warrantor. C. The Purchaser desires to purchase from the Vendor and the Warrantor and the Vendor and the Warrantor desire to sell to the Purchaser all of the legal and beneficial interests in and to the Sale Shares on the terms and conditions set out in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Purchaser, the Vendor, the Warrantor and the Company agree as follows: 1. DEFINITIONS 1.1 Definitions. The following terms, as used herein, have the following meanings: "ACTIVE" means Active Advertising Agency Limited, a company incorporated under the laws of Hong Kong, the details of which are set out in Schedule D; "AFFILIATES" of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person or, in the case of a natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including

THIS SHARE PURCHASE AGREEMENT (this "AGREEMENT") is made on the 21s day of December 2005. BETWEEN (1) XINHUA FINANCE LIMITED, a company incorporated under the laws of the Cayman Islands and listed on the Mothers Board of the Tokyo Stock Exchange (Symbol: 9399) (the "PURCHASER"); (2) LU CHIN CHIEN, holder of Taiwan passport no. 132504107 residing at 102, No. 22, Tongji Green Park, Yangpu District, Shanghai, PRC (the "VENDOR"); (3) LI TONG, a citizen of the PRC and holder of PRC identity card number 110101196205293025 residing at No. 2403, Entrance B, No. 4 Building, Block One, Fangcheng Garden, Fengtai District, Beijing, PRC (the "WARRANTOR"); and (4) MING SHING INTERNATIONAL LIMITED, a company incorporated under the laws of the British Virgin Islands with registration number 679686 and a registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the "COMPANY"). WHEREAS A. The Vendor is the holder of legal title to the Sale Shares representing 100% of the issued and outstanding share capital of the Company. B. The Vendor holds the Sale Shares solely for and on behalf of the Warrantor. C. The Purchaser desires to purchase from the Vendor and the Warrantor and the Vendor and the Warrantor desire to sell to the Purchaser all of the legal and beneficial interests in and to the Sale Shares on the terms and conditions set out in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Purchaser, the Vendor, the Warrantor and the Company agree as follows: 1. DEFINITIONS 1.1 Definitions. The following terms, as used herein, have the following meanings: "ACTIVE" means Active Advertising Agency Limited, a company incorporated under the laws of Hong Kong, the details of which are set out in Schedule D; "AFFILIATES" of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person or, in the case of a natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including stepchildren); "AGREED FORM" means, in relation to any document, the form of that document which has been agreed upon by each of the parties hereto or their legal advisors before Release; -1-

"ANCILLARY AGREEMENTS" means this Agreement, the Internal Control Agreements and all other agreements contemplated herein; "BEIJING JINLONG" means Beijing Jinlong Runxin Advertising Co., Ltd., a company established under the laws of the PRC, the details of which are set out in Schedule D; "BEIJING LONGMEI" means Beijing Longmei Television and Broadcast Advertising, a company established under the laws of the PRC, the details of which are set out in Schedule D;

"ANCILLARY AGREEMENTS" means this Agreement, the Internal Control Agreements and all other agreements contemplated herein; "BEIJING JINLONG" means Beijing Jinlong Runxin Advertising Co., Ltd., a company established under the laws of the PRC, the details of which are set out in Schedule D; "BEIJING LONGMEI" means Beijing Longmei Television and Broadcast Advertising, a company established under the laws of the PRC, the details of which are set out in Schedule D; "BEIJING SHANGTUO" means Beijing Shangtuo Zhiyang Advertising Co., Ltd., a company established under the laws of the PRC; "BOARD" means the board of Directors of the Company; "BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday and Friday on which banks in Hong Kong or the PRC are not required or permitted by laws to be closed; "CLAIMANT" shall have the meaning provided in Clause 13.4; "CLOSING" shall have the meaning provided in Clause 2.8; "CLOSING DATE" shall have the meaning provided in Clause 2.8; "COMPANY SHARES" means ordinary shares each with a par value of US$1.00 in the capital of the Company; "CONSENTS" means any consent, approval, order, or authorization of or registration, declaration, or filing with or exemption by or from a Governmental Entity; "CONTROL", "CONTROLS", "CONTROLLED" (or any correlative term) means the possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition, a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than 50% of the voting equity interests in such other Person; "DIRECTORS" means the members from time to time of the Board; "DISCLOSURE LETTER" means a letter described as such to be prepared by the Vendor and delivered to the Purchaser simultaneously with the execution of this Agreement; "DISPUTE NOTICE" shall have the meaning provided in Clause 13.4; "ENCUMBRANCES" means and includes any interest or equity of any person (including, without prejudice to the generality of the foregoing, any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, claims, agreements, equities, lien or assignment and other third party rights of any nature whatsoever and together with all rights of any nature whatsoever now or hereafter attaching or accruing to the property including, where the property is shares or equity interests in a company, all rights to any dividends or other distribution declared paid or made in respect of them, or any other -2-

encumbrance, priority or security interest or arrangement of whatsoever nature over or in the relevant property; "ESCROW AGENT" means Preston Gates & Ellis of 35th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong; "ESCROW AGREEMENT" means the escrow agreement entered into among the Vendor, the Warrantor, the

encumbrance, priority or security interest or arrangement of whatsoever nature over or in the relevant property; "ESCROW AGENT" means Preston Gates & Ellis of 35th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong; "ESCROW AGREEMENT" means the escrow agreement entered into among the Vendor, the Warrantor, the Purchaser and the Escrow Agent; "ESCROWED PAYMENT" shall have the meaning provided in Clause 2.2(a); "FINAL DETERMINATION" shall have the meaning provided in Clause 11.6; "GOVERNMENTAL ENTITY" means any court, administrative agency or commission or other governmental authority or instrumentality, whether domestic or foreign; "GROUP" means, collectively, the Offshore Companies and the PRC Companies; "HONG KONG" means the Hong Kong Special Administrative Region of the PRC; "HONG KONG GAAP" means generally acceptable accounting principles in Hong Kong; "HUOLI" means Active Advertising (Guangzhou) Co., Ltd., a company established under the laws of the PRC, the details of which are set out in Schedule D; "IFRS" means the International Financial Reporting Standards promulgated by the International Accounting Standards Board from time to time; "INDEMNIFIED PARTY" shall have the meaning provided in Clause 10.4; "INDEMNIFYING PARTY" shall have the meaning provided in Clause 10.4; "INITIAL PAYMENT" shall have the meaning provided in Clause 2.2(a); "INTELLECTUAL PROPERTY" means, collectively, the Owned Intellectual Property and the Licensed Intellectual Property; "INTERIM AGREEMENT" means the agreement dated 24 November 2005 entered into among the Purchaser, the Vendor and the Warrantor; "INTERNAL CONTROL AGREEMENTS" means the contracts, agreements and documents set out in Schedule C; "KEY WARRANTIES" means the representations and warranties contained in Clauses 4.1(a), (b), (c), (d), (e), (s) and (u) and Clauses 4.2(a), (b), (c), (d), (e), (s) and (u); "LICENSED INTELLECTUAL PROPERTY" means any and all license rights granted to the Group in any third party intellectual property or other proprietary or personal rights, including any and all of the following that are licensed to any member of the Group anywhere in the world: trademarks, trade names, service marks and trade dress, and all goodwill associated with trademarks, trade names, corporate names, business names, brand names, service marks and trade dress; patents; concepts; prototypes; drawings; designs; logos; trade dress; -3-

distinguishing guises; certification marks; official marks; mask works; utility models; domain names and other identifiers for internet protocol addresses and networks, fictional characters, and other indicators of source or business identifiers, and all goodwill associated therewith; copyrights and copyrightable works; databases;

distinguishing guises; certification marks; official marks; mask works; utility models; domain names and other identifiers for internet protocol addresses and networks, fictional characters, and other indicators of source or business identifiers, and all goodwill associated therewith; copyrights and copyrightable works; databases; graphics; schematics; marketing, sales and user data and strategies and customer lists; technology; trade secrets, including confidential know-how, inventions, invention disclosures, inventor's notes, improvements, discoveries, formulae, specifications and processes; computer software programs of any kind (in both source and object code form); application programming interfaces; protocols; and any renewal, extension, reissue, continuation or division rights, applications and/or registrations for any of the foregoing; "MANAGEMENT" means the key management team of each member of the Group listed in Schedule I; "MANAGEMENT CONTRACTS" means the four-year management employment contracts substantially in the form set out in Schedule G to be entered into by each member of Management; "MARKET VALUE" shall mean, with respect to XFL Shares, the average of the closing price of XFL Shares on the Mothers Board of the Tokyo Stock Exchange for the fifteen (15) trading days up to and including the third trading day prior to the applicable Subsequent Payment date (adjusted to give effect to any stock splits, dividends or other recapitalizations occurring during such fifteen-day period), calculated using the closing Dollar/Japanese yen exchange rate as reported by Bloomberg for the day immediately preceding the applicable Subsequent Payment date; "MATERIAL ADVERSE CHANGE" means any event, circumstance or occurrences which might reasonably be expected to have a material adverse effect on the business, operations or financial condition of the Group taken as a whole; "MATERIAL OFFSHORE CONTRACTS" shall have the meaning provided in Clause 4.1(l); "MATERIAL PRC CONTRACTS" shall have the meaning provided in Clause 4.2(l); "MEMORANDUM AND ARTICLES" means the memorandum and articles of association of the Company as may be amended from time to time; "NON-COMPETE PERIOD" shall have the meaning provided in Clause 11.1; "OFFSHORE BALANCE SHEET" shall have the meaning provided in Clause 4.1(s); "OFFSHORE CHARTER DOCUMENTS" shall have the meaning provided in Clause 4.1(b); "OFFSHORE FINANCIAL STATEMENTS" shall have the meaning provided in Clause 4.1(s); "OFFSHORE COMPANIES" means, collectively, the Company, Upper Will and Active; "OFFSHORE LEASE" or "OFFSHORE LEASES" shall have the meanings provided in Clause 4.1(v); "OFFSHORE RETURNS" shall have the meaning provided in Clause 4.1(u); "OFFSHORE RETURN PERIODS" shall have the meaning provided in Clause 4.1(u); -4-

"OWNED INTELLECTUAL PROPERTY" means any and all of the following that are owned (including joint ownership) or held by the Group anywhere in the world: trademarks, trade names, service marks and trade dress, and all goodwill associated with trademarks, trade names, corporate names, business names, brand names, service marks and trade dress; patents; concepts; prototypes; drawings; designs; logos; trade dress; distinguishing guises; certification marks; official marks; mask works; utility models; domain names and other identifiers for internet protocol addresses and networks, fictional characters, and other indicators of source or business identifiers, and all goodwill associated therewith; copyrights and copyrightable works; databases;

"OWNED INTELLECTUAL PROPERTY" means any and all of the following that are owned (including joint ownership) or held by the Group anywhere in the world: trademarks, trade names, service marks and trade dress, and all goodwill associated with trademarks, trade names, corporate names, business names, brand names, service marks and trade dress; patents; concepts; prototypes; drawings; designs; logos; trade dress; distinguishing guises; certification marks; official marks; mask works; utility models; domain names and other identifiers for internet protocol addresses and networks, fictional characters, and other indicators of source or business identifiers, and all goodwill associated therewith; copyrights and copyrightable works; databases; graphics; schematics; marketing, sales and user data and strategies and customer lists; technology; trade secrets, including confidential know-how, inventions, invention disclosures, inventor's notes, improvements, discoveries, formulae, specifications and processes; computer software programs of any kind (in both source and object code form); application programming interfaces; protocols; and any renewal, extension, reissue, continuation or division rights, applications and/or registrations for any of the foregoing; "PAYMENT DEFAULT" shall have the meaning provided in Clause 11.6; "PERMITTED RESTRUCTURING" means any merger, consolidation, sale, transfer or disposal or any form of restructuring relating solely to the corporate structure or business or operations of the Group which is not prohibited under Clause 2.10(f); "PERSON" or "PERSONS" means any natural person, corporation, company, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, and shall include any governmental authority; "PRC" means the People's Republic of China; "PRC BALANCE SHEET" shall have the meaning provided in Clause 4.2(s); "PRC CHARTER DOCUMENTS" shall have the meaning provided in Clause 4.2(b); "PRC COMPANIES" means, collectively, Huoli, Taide, Shangtuo Zhiyang, Beijing Longmei, Beijing Jinlong and Yuanxin; "PRC FINANCIAL STATEMENTS" shall have the meaning provided in Clause 4.2(s); "PRC LEASE" or "PRC LEASES" shall have the meanings provided in Clause 4.2(v); "PRC RETURNS" shall have the meaning provided in Clause 4.2(u); "PRC RETURN PERIODS" shall have the meaning provided in Clause 4.2(u); "PRE-RELEASE TAX PERIOD" shall have the meaning provided in Clause 10.6; "PURCHASE PRICE" shall have the meaning provided in Clause 2.2; "PURCHASER NOMINEES" means, collectively, Wang Yong Hong, a PRC national and holder of PRC identity card number 110101197401091548 and Eric An, a PRC national and holder of PRC identity card number 510402721105001; "RELEASE" shall have the meaning provided in Clause 2.3; -5-

"RELEASE DATE" shall have the meaning provided in Clause 2.3; "RELEASE DELIVERABLE AGREEMENTS" shall have the meaning provided in Clause 2.5(h); "REORGANIZATION DELIVERABLES" shall have the meaning provided in Clause 2.5(j);

"RELEASE DATE" shall have the meaning provided in Clause 2.3; "RELEASE DELIVERABLE AGREEMENTS" shall have the meaning provided in Clause 2.5(h); "REORGANIZATION DELIVERABLES" shall have the meaning provided in Clause 2.5(j); "RESPONDENT" shall have the meaning provided in Clause 13.4; "RMB" means renminbi, the lawful currency of the PRC; "SALE SHARES" means the one thousand (1,000) Company Shares to be sold by the Vendor and procured to be sold by the Warrantor and purchased by the Purchaser under this Agreement; "SHANGTUO ZHIYANG" means Shangtuo Zhiyang International Advertising (Beijing) Co., Ltd., a company established under the laws of the PRC, the details of which are set out in Schedule D; "STRADDLE PERIOD" shall have the meaning as provided in Clause 10.6; "SUBSEQUENT AMOUNTS" means, collectively, the 2005 Amount, the 2006 Amount and the 2007 Amount and "SUBSEQUENT AMOUNT" means any one of them; "SUBSEQUENT PAYMENT DATES" means, collectively, the 2005 Payment Date, the 2006 Payment Date and the 2007 Payment Date and "SUBSEQUENT PAYMENT DATE" means any one of them; "SUBSEQUENT PAYMENTS" shall have the meaning provided in Clause 2.2(b); "SUBSIDIARY" means a corporation, partnership, limited liability company, or other entity of which such corporation or entity directly or indirectly owns or controls voting securities or other interests that are sufficient to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity; "TAIDE" means Beijing Taide Advertising Co., Ltd., a company incorporated under the laws of PRC, the details of which are set out in Schedule D; "TAX SETTLEMENT OPTION" shall have the meaning set out in Clause 10.6; "TRINITY HONG KONG" means Trinity Advertising Agency Limited, a company incorporated under the laws of Hong Kong,; "TRINITY SHENZHEN" means Shenzhen Trinity Advertising Co., Ltd., a company incorporated under the laws of the PRC; "SHENZHEN ACTIVE TRINITY" means Shenzhen Active Trinity Advertising Co., Ltd., a company incorporated under the laws of the PRC, the details of which are set out in Schedule D; "UPPER WILL" means Upper Will Enterprises Limited, a company incorporated under the laws of the British Virgin Islands, the details of which are set out in Schedule D; -6-

"US GAAP" means generally accepted accounting principles promulgated by the American Institute of Certified Public Accountants from time to time; "US$" and "US DOLLARS" means the lawful currency of the United States of America; "XFL SHARES" means the shares in the capital of the Purchaser of a par value of HK$20 per share;

"US GAAP" means generally accepted accounting principles promulgated by the American Institute of Certified Public Accountants from time to time; "US$" and "US DOLLARS" means the lawful currency of the United States of America; "XFL SHARES" means the shares in the capital of the Purchaser of a par value of HK$20 per share; "YUANXIN" means Shanghai Yuanxin Advertising Co., Ltd., a company established under the laws of the PRC, the details of which are set out in Schedule D; "2005 AMOUNT" shall have the meaning provided in Clause 2.2 (b)(i); "2005 WORKING CAPITAL PAYMENT AMOUNT" means an amount equal to the sum of (a) current assets less (b) current liabilities, and less (c) the three month working capital requirements as determined by a firm of international accountants appointed by the Purchaser (such determination to be final and binding except in the case of manifest error) and in each case, for Active, Trinity and Trinity Shenzhen based on Hong Kong GAAP and Taide, Huoli, Beijing Longmei, Beijing Jinlong and Yuanxin based on PRC local tax statutory reporting standards, as determined by a firm of international accountants selected by the Purchaser; "2006 FINANCIALS" and "2007 FINANCIALS" mean the Company's audited consolidated financial statements of the Company (to include the PRC Companies and if the Permitted Restructuring occurs, the "Group" shall include such other companies to which assets or businesses of the Group or any part thereof are transferred or sold pursuant to the Permitted Restructuring or any new or existing companies or entities which are created or formed for holding members of the Group or which result or originate from the merger, combination, amalgamation, consolidation or restructuring of members of the Group or their operations or businesses pursuant to the Permitted Restructuring) attributable to the business of the Group for the financial years ended 2006 and 2007, in each case prepared in accordance with IFRS or US GAAP by a firm of international accountants selected by the Purchaser; "2005 NET PROFIT" means the aggregate of (i) 2005 net profit of Active, Trinity and Trinity Shenzhen based on Hong Kong GAAP and (ii) 2005 net profit of Taide, Huoli, Beijing Longmei, Beijing Jinlong and Yuanxin based on PRC local tax statutory reporting standards as determined by a firm of international accountants selected by the Purchaser; "2006 NET PROFIT" and "2007 NET PROFIT" mean the Company's consolidated (to include the PRC Companies) profit after taxation attributable to the business of the Group being carried on as a going concern in the ordinary course set out respectively in the 2006 Financials and 2007 Financials prepared in accordance with IFRS or US GAAP (at the sole discretion of the Purchaser) in each case excluding extraordinary items and professional fees incurred for preparation of the financial statements; The Net Profit (including the "2005 NET PROFIT", "2006 NET PROFIT" and "2007 NET PROFIT") shall not take into account any expenses or provision made or gain recognised relating to amortization, written-off, impairment loss or adjustment of goodwill which arises from acquisitions or disposal of companies or business by the Group in the preparation of the Accounts. The Net Profit shall not take into account any expenses (whether professional or -7-

otherwise) which may be incurred by the Group in connection with a restructuring of the business or operations of the Group; "2005 PAYMENT DATE" shall the meaning provided in Clause 2.2 (b)(i); "2006 AMOUNT" shall have the meaning provided in Clause 2.2 (b)(ii); "2006 PAYMENT DATE" shall the meaning provided in Clause 2.2 (b)(ii);

otherwise) which may be incurred by the Group in connection with a restructuring of the business or operations of the Group; "2005 PAYMENT DATE" shall the meaning provided in Clause 2.2 (b)(i); "2006 AMOUNT" shall have the meaning provided in Clause 2.2 (b)(ii); "2006 PAYMENT DATE" shall the meaning provided in Clause 2.2 (b)(ii); "2007 AMOUNT" shall have the meaning provided in Clause 2.2 (b)(iii); and "2007 PAYMENT DATE" shall the meaning provided in Clause 2.2 (b)(iii). 1.2 Interpretation. In this Agreement: (a) the headings are inserted for convenience only and shall not affect the construction of this Agreement; (b) references to statutory provisions shall be construed as references to those provisions as amended or reenacted or as their application is modified by other statutory provisions (whether before or after the date hereof) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification); (c) all times and dates in this Agreement shall be Hong Kong times and dates except where otherwise stated; (d) unless the context requires otherwise, words incorporating the singular shall include the plural and vice versa and words importing one gender shall include every gender; and (e) references herein to Clauses, Recitals and Schedules are to clauses and recitals of and schedules to this Agreement. 1.3 Recitals, Schedules. All Recitals and Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement shall include the Recitals and Schedules. 1.4 Joint Obligations. Warranties, covenants, indemnities or other obligations expressed in this Agreement to be given by more than one party shall be deemed to be given by such parties on a joint and several basis unless otherwise expressly provided for. 2. SALE AND PURCHASE OF SALE SHARES 2.1 Sale. Subject to the terms and conditions set out in this Agreement, the Vendor and the Warrantor agree to sell to the Purchaser and the Purchaser (relying on the representations, warranties, agreements, covenants, undertakings and indemnities hereinafter referred to) agrees to purchase from the Vendor and the Warrantors, the Sale Shares for the Purchase Price free and clear of all Encumbrances including all rights to any dividends or other distribution declared paid or made in respect of them after the Release Date. -8-

2.2 Purchase Price. The purchase price (the "PURCHASE PRICE") for the Sale Shares shall comprise of the Initial Payment and the Subsequent Payments, determined and payable in the manner, at the times and in the amounts set forth in this Clause 2.2: (a) an initial payment (the "INITIAL PAYMENT") of twenty-nine million US dollars (US$29,000,000), which shall be payable as follows: (i) twenty million US dollars (US$20,000,000) (the "ESCROWED PAYMENT") by wire transfer from the Escrow Agent at Release to a bank account designated jointly by the Vendor and the Warrantor; and

2.2 Purchase Price. The purchase price (the "PURCHASE PRICE") for the Sale Shares shall comprise of the Initial Payment and the Subsequent Payments, determined and payable in the manner, at the times and in the amounts set forth in this Clause 2.2: (a) an initial payment (the "INITIAL PAYMENT") of twenty-nine million US dollars (US$29,000,000), which shall be payable as follows: (i) twenty million US dollars (US$20,000,000) (the "ESCROWED PAYMENT") by wire transfer from the Escrow Agent at Release to a bank account designated jointly by the Vendor and the Warrantor; and (ii) nine million US dollars (US$9,000,000) by wire transfer at Release to a bank account jointly designated by the Vendor and the Warrantor; and (b) subsequent payments (the "SUBSEQUENT PAYMENTS") consisting of the 2005 Amount, the 2006 Amount and the 2007 Amount which shall be determined and paid as follows: (i) an amount (the "2005 AMOUNT") equal to the product of ((A) 2005 Net Profit and (B) 12)) minus US$20,000,000 which shall be paid by the Purchaser no later than twenty (20) Business Days after the date of determination of the 2005 Net Profit (the date such payment is required being the "2005 PAYMENT DATE"); (ii) an amount (the "2006 AMOUNT") equal to the product of ((A) 2006 Net Profit, (B) 12 and (C) 0.7)), minus the sum of ((D) US$20,000,000 and (E) the 2005 Amount) which shall be paid by the Purchaser no later than twenty (20) Business Days after the date of issuance of the 2006 Financials (the date such payment is required being the "2006 PAYMENT DATE"); (iii) an amount (the "2007 AMOUNT") equal to the product of ((A) 2007 Net Profit, (B)12 and (C) 0.3)) which shall be paid by the Purchaser no later than twenty (20) Business Days after the date of issuance of the 2007 Financials (the date such payment is required being the "2007 PAYMENT DATE". (c) On each of 2005 Payment Date, 2006 Payment Date and 2007 Payment Date, the Purchaser shall pay to the Vendor or any other person jointly designated by the Vendor and the Warrantor the 2005 Amount, the 2006 Amount and 2007 Amount, respectively. (d) The Purchaser shall pay each Subsequent Amount in a combination of (A) money in US dollars in an amount equal to 50% of such sum, and (B) delivery of XFL Shares, rounded up to the nearest whole share, with an aggregate Market Value equal to 50% of such sum; provided, however, that: (i) the Purchaser may, in its sole discretion, deliver to the Vendor or any other person jointly designated by the Vendor and the Warrantor money in US dollars in lieu of all or a portion of the portion of the Subsequent Amount otherwise deliverable to the Vendor in XFL Shares; (ii) if any XFL Shares payable to the Vendor as a portion of any Subsequent Amount are not actively traded on the Tokyo Stock Exchange or a -9-

comparable public trading market, then the Purchaser shall, not less than ten (10) Business Days prior to the applicable Subsequent Payment Date, so notify the Vendor, and the Vendor may, by notice to be delivered to the Purchaser not less than three (3) Business Days prior to the relevant Subsequent Payment Date, elect to receive money in US dollars in lieu of such XFL Shares; and (iii) any portion of the Subsequent Amount payable by Purchaser to the Vendor in money's worth pursuant to this Clause 2.2(d) shall be transferred by the Purchaser to the Vendor by wire transfer of immediately available funds pursuant to wire transfer instructions delivered to the Purchaser by the Vendor pursuant to Clause 2.2(e) herein no later than three (3) Business Days in advance of the applicable Subsequent Payment Date and any portion of the Subsequent Amount that is payable with XFL Shares by issuing to the Vendor or any other person jointly designated by the Vendor and the Warrantor the relevant number of XFL Shares free from all Encumbrances on

comparable public trading market, then the Purchaser shall, not less than ten (10) Business Days prior to the applicable Subsequent Payment Date, so notify the Vendor, and the Vendor may, by notice to be delivered to the Purchaser not less than three (3) Business Days prior to the relevant Subsequent Payment Date, elect to receive money in US dollars in lieu of such XFL Shares; and (iii) any portion of the Subsequent Amount payable by Purchaser to the Vendor in money's worth pursuant to this Clause 2.2(d) shall be transferred by the Purchaser to the Vendor by wire transfer of immediately available funds pursuant to wire transfer instructions delivered to the Purchaser by the Vendor pursuant to Clause 2.2(e) herein no later than three (3) Business Days in advance of the applicable Subsequent Payment Date and any portion of the Subsequent Amount that is payable with XFL Shares by issuing to the Vendor or any other person jointly designated by the Vendor and the Warrantor the relevant number of XFL Shares free from all Encumbrances on the applicable Subsequent Payment Date. (e) Notwithstanding any other provision contained herein, at least three (3) Business Days in advance of any Subsequent Payment Date, the Vendor shall, in writing, advise the Purchaser of the manner in which the Purchaser shall deliver such Subsequent Payment. Specifically, the Vendor shall advise the Purchaser of the persons and necessary account information where such payments shall be made and if applicable, to whom such XFL Shares should be issued and all information reasonably requested by the Purchaser and/or any applicable Governmental Entity in connection with the issuance of such XFL Shares. If the Purchaser has failed to issue the relevant XFL Shares to the Vendor or any other person jointly designated by the Vendor and the Warrantor in accordance with Clause 2.2(d)(iii) on a relevant Subsequent Payment Date then the Vendor may, by notice to be delivered to the Purchaser, elect to receive money in US dollars in lieu of such XFL Shares except where: (i) there is a dispute as to the amount of any Subsequent Payment; (ii) all relevant information for the issuance of the XFL Shares has not been provided to the Purchaser in accordance with Clause 2.2(e); (iii) the Vendor or any other person jointly designated by the Vendor and the Warrantor has refused to accept the relevant XFL Shares in any way or for any reason. (f) The Purchaser shall appoint an international auditng firm to determine the 2005 Net Income and the 2005 Working Capital Payment Amount. The Vendor shall have the right to disclose the audit results to the key management of Taide and Active as in Schedule I. (g) The Purchaser shall, on the 2005 Payment Date, pay to the person the Vendor and the Warrantor jointly designate an amount in US dollars equivalent to the 2005 Working Capital Payment Amount. (h) The Purchaser and the Vendor shall bear the costs incurred in determining the 2005 Working Capital Payment Amount in equal shares. -10-

(i) Annual audits shall be performed to determine 2006 Financials and 2007 Financials with an international audit firm specified by the Purchaser. The audits will cover the Group on a consolidated basis and the Vendor shall have the right to disclose the audit results to the key management of Taide and Active as in Schedule I. 2.3 Release. As promptly as practicable following the satisfaction or, if permissible, waiver of the conditions set forth in Clause 9, the release of certain documents relating to the Group and the Initial Payment (the "RELEASE") shall take place at the offices of the Escrow Agent, or at such other time and place as the Purchaser, the Vendor and the Company all agree in writing. The date and time of the Release are herein referred to as the "RELEASE DATE". The Purchaser shall not be obliged to authorize the release of the Escrowed Payment or complete the purchase of the Sale Shares unless all the conditions set forth in Clause 9 are fulfilled or waived by the Purchaser. If all of the conditions set for in Clause 9 are not fulfilled or waived by the Purchaser on or before 20 December 2005 the Purchaser shall not be obliged to authorize the release of the Escrowed Payment or complete the Purchase of the Sale Shares. Without prejudice to any other remedies available to the Purchaser, the Purchaser

(i) Annual audits shall be performed to determine 2006 Financials and 2007 Financials with an international audit firm specified by the Purchaser. The audits will cover the Group on a consolidated basis and the Vendor shall have the right to disclose the audit results to the key management of Taide and Active as in Schedule I. 2.3 Release. As promptly as practicable following the satisfaction or, if permissible, waiver of the conditions set forth in Clause 9, the release of certain documents relating to the Group and the Initial Payment (the "RELEASE") shall take place at the offices of the Escrow Agent, or at such other time and place as the Purchaser, the Vendor and the Company all agree in writing. The date and time of the Release are herein referred to as the "RELEASE DATE". The Purchaser shall not be obliged to authorize the release of the Escrowed Payment or complete the purchase of the Sale Shares unless all the conditions set forth in Clause 9 are fulfilled or waived by the Purchaser. If all of the conditions set for in Clause 9 are not fulfilled or waived by the Purchaser on or before 20 December 2005 the Purchaser shall not be obliged to authorize the release of the Escrowed Payment or complete the Purchase of the Sale Shares. Without prejudice to any other remedies available to the Purchaser, the Purchaser may defer the Release until all conditions set forth in Clause 9 are fulfilled or waived. 2.4 The Company's Release Obligations. As conditions to the Release the Company shall deliver to the Purchaser: (a) all such documents and records for the Company as set out in Schedule J hereto; (b) authorization given by the Company to the Company's agent in the British Virgin Islands responsible for keeping the originals of its corporate records to receive and accept instructions from the Purchaser and its agents and acknowledged by such British Virgin Islands agent, all in form and substance satisfactory to the Purchaser; and (c) a certificate issued by an officer of the Company confirming that the Company is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings herein contained. 2.5 The Vendor's Release Obligations. As conditions to the Release the Vendor: (a) shall deliver to the Purchaser an undated instrument of transfer for the Sale Shares by the registered holders thereof in favour of the Purchaser or such other person as the Purchaser may designate together with (i) the share certificates representing the Sale Shares; (ii) a certified copy of the articles of association of the Company; and (iii) certified copy of the directors' resolution approving the transfer of the Sale Shares; (b) shall deliver to the Purchaser a form of deed of non-competition undertakings and release in the form set out in Schedule M for the persons set out in Schedule L and all powers of attorney or other authorities under which the transfers of the Sale Shares have been executed (if any); (c) if applicable, shall deliver to the Purchaser undated resignations of those resigning Directors of the Company executed by such resigning Directors of the Company; -11-

(d) shall deliver to the Purchaser such waivers or consents as the Purchaser may require enabling the Purchaser to be registered as the holders of the Sale Shares; (e) shall deliver to the Purchaser such other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holders thereof; (f) shall deliver to the Purchaser written confirmation that the Vendor is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings herein contained; (g) shall deliver to the Purchaser the following agreements (the "RELEASE DELIVERABLE AGREEMENTS"): (i) the Management Contracts duly executed and delivered by the parties to them; and

(d) shall deliver to the Purchaser such waivers or consents as the Purchaser may require enabling the Purchaser to be registered as the holders of the Sale Shares; (e) shall deliver to the Purchaser such other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holders thereof; (f) shall deliver to the Purchaser written confirmation that the Vendor is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings herein contained; (g) shall deliver to the Purchaser the following agreements (the "RELEASE DELIVERABLE AGREEMENTS"): (i) the Management Contracts duly executed and delivered by the parties to them; and (ii) all Internal Control Agreements duly executed by the parties to them; (h) shall cause the equity transfer forms, relevant corporate approvals, and all other documents necessary for the Purchaser's Nominee to be registered as the only shareholder(s) of Taide to be filed with the relevant approval authorities in the PRC; (i) shall deliver to the Purchaser all documents set out in Schedule K (the "REORGANIZATION DELIVERABLES") and. (j) shall execute and file with the relevant Administration of Industry and Commerce all documents required to effect (k) above. 2.6 The Purchaser Release Obligations. Upon Release, the Purchaser shall deliver or cause to be delivered to the Vendor or such other party as the Vendor and the Warrantor jointly direct in accordance with this Agreement: (a) the instruction to the Escrow Agent to release the Escrowed Payment; and (b) the remainder of the Initial Payment (less the Escrowed Payment). 2.7 Deferral of the Release. Subject to Clause 12.1(c), the Purchaser shall not be obliged to complete the Release unless all conditions for Release are fulfilled or waived in accordance with this Agreement. Without prejudice to any other remedies available to the Purchaser, if any provision of Clause 2.4 or Clause 2.5 has not been complied with by the Company or by the Vendor on the Release Date, the Purchaser may: (a) proceed with the Release so far as practicable (without prejudice to its rights hereunder); or (b) rescind its obligations to purchase the Sale Shares under this Agreement without prejudice to any other remedy and without incurring any liability to the Company, the Vendor or the Warrantor whereupon the Escrow Agent shall repay the Escrowed Payment and any interest accrued thereon to the Purchaser. -12-

2.8 Closing. The Purchaser may register the transfer of the Sale Shares at such time as it may determine to effect the purchase and sale of the Sales Shares (the "CLOSING") which shall take place at the offices of the Escrow Agent and at such time (the "CLOSING DATE") as the Purchaser may determine by notice to the Vendor, the Warrantor and the Company which shall not be later than 15 January 2006 in any event except with the agreement of the Parties. The Vendor and the Warrantor shall take all steps necessary to or procure: (a) the transfer of the Sale Shares to the Purchaser; (b) the formation of Shenzhen Active Trinity (except for actions to be taken by persons under the Control of the Purchaser); (c) the equity interests referred to in each of the Reorganization Deliverables are transferred.

2.8 Closing. The Purchaser may register the transfer of the Sale Shares at such time as it may determine to effect the purchase and sale of the Sales Shares (the "CLOSING") which shall take place at the offices of the Escrow Agent and at such time (the "CLOSING DATE") as the Purchaser may determine by notice to the Vendor, the Warrantor and the Company which shall not be later than 15 January 2006 in any event except with the agreement of the Parties. The Vendor and the Warrantor shall take all steps necessary to or procure: (a) the transfer of the Sale Shares to the Purchaser; (b) the formation of Shenzhen Active Trinity (except for actions to be taken by persons under the Control of the Purchaser); (c) the equity interests referred to in each of the Reorganization Deliverables are transferred. 2.9 Further Covenants. The Vendor and the Warrantor hereby irrevocably undertake to the Purchaser to procure at their own expense the due execution and delivery of all necessary documents and to do such further acts as may be necessary to proceed to Closing and complete the transactions contemplated in this Agreement. 2.10 Covenants of the Company and the Purchaser Post-Closing. The Purchaser and Company covenant that until 31 December 2007 unless otherwise agreed by the Warrantor in writing: (a) The Purchaser and the Company shall ensure that the calculation of the 2005 Net Profits and 2005 Working Capital Payment Amount will be determined on or before April 30, 2006 and the 2006 Financials and 2007 Financials will be issued on or before March 31, 2007 and March 31, 2008, respectively. (b) No member of the Group shall declare or pay any dividend or otherwise make any distribution. (c) The Purchaser and the Company shall allow the Vendor or such other persons designated by the Vendor such access to the accounting and business records and documents of any member of the Group for the purpose of the preparation and auditing of the financial statements of the respective members as may be necessary from time to time, or for the conducting of any special audits that may be necessary pursuant to any of the Internal Control Agreements or this Agreement. The Purchaser shall bear the costs of such preparation and auditing of the financial statements and the conducting of such special audits. (d) The Purchaser and any member of the Group shall not terminate or procure not terminate the employment of the Management under the respective Management Contracts to be terminated for any reason other than his death or in one or more of the following circumstances material breach of the Management Contract which breach is attributable to acts of the relevant key management committed during the term of the Management Contract; (e) The Purchaser and the Company shall not remove any director nominated by the Vendors or the Warrantor from the board of directors of the Company and Taide for any reason other than his death or in one or more of the following circumstances material breach of the his employment contract with the Group which breach is attributable to acts of the relevant director committed after Release; -13-

(f) The Purchaser shall not cause (i) any member of the Group to enter into a merger or consolidation with or into any other entity or entities or the merger of any other entity or entities into any member of the Group except for mergers and consolidations between members of the Group where such merger or consolidation does not involve combination in which the operations of the Company are combined with the operations of any other business or entities outside of the Group or as a result of which the Company ceases to maintain separate financial books for the business carried on by the Group, or (ii) the sale or other transfer or disposition of all or substantially all of the assets of any member of the Group to anyone other than another member of the Group or an Affiliate of the Purchaser with no assets, liabilities, business or operations who shall then be a member of the Group and which shall not cause a Material Adverse Change. (g) The Purchaser and the Company shall not take any steps to wind up or liquidate any member of the Group.

(f) The Purchaser shall not cause (i) any member of the Group to enter into a merger or consolidation with or into any other entity or entities or the merger of any other entity or entities into any member of the Group except for mergers and consolidations between members of the Group where such merger or consolidation does not involve combination in which the operations of the Company are combined with the operations of any other business or entities outside of the Group or as a result of which the Company ceases to maintain separate financial books for the business carried on by the Group, or (ii) the sale or other transfer or disposition of all or substantially all of the assets of any member of the Group to anyone other than another member of the Group or an Affiliate of the Purchaser with no assets, liabilities, business or operations who shall then be a member of the Group and which shall not cause a Material Adverse Change. (g) The Purchaser and the Company shall not take any steps to wind up or liquidate any member of the Group. (h) The Purchaser and the Company shall not cause any member of the Group to acquire any business unless such acquisition is made on an arm's length terms at fair value and is made through the acquisition of a company (having independent legal existence) which holds the business provided that such acquisition does not cause an Material Adverse Change. (i) The Purchaser and the Company shall not sell or dispose of, nor create any Encumbrance over, any of their direct or indirect interests in each member of the Group so that their shareholding falls below 51% in any member of the Group, nor enter into any agreement to do any of the foregoing. (j) The Vendor will have control and responsibility for the strategic and operational management of the business of the Company and each member of the Group (including control over operating expenses, employment matters and pricing) consistent with good business practices and terms of this Agreement and the respective Management Agreements and in each case subject to reasonable oversight of the Purchaser and the board of directors of the Company and Taide. 2.11 Board of Directors: From Release until 31 December 2007 the board of directors of Upper Will and Active shall consist of five (5) directors. At Release the Purchaser shall have the right to appoint three (3) directors and the Vendor shall have the right to appoint two (2) directors to the board of directors of each of Upper Will and Active. The Vendors will ensure the chairman of the board of directors of Upper Will and Active shall be nominated by the Purchaser at Release. From 2 January 2006 until 31 December 2007 the board of directors of the Company, Taide and Huoli shall consist of five (5) directors. On 2 January 2006 the Purchaser shall have the right to appoint three (3) directors and the Vendor shall have the right to appoint two (2) directors to the board of directors of each of Company, Taide and Huoli. The Vendors will ensure the chairman of the board of directors of the Company, Taide and Huoli shall be nominated by the Purchaser on 2 January 2006. The Vendor and the Warrantor shall do all things necessary to effect the appointments to the board of directors of the relevant member of the Group in accordance with this Clause 2.11. -14-

2.12 Covenants of the Vendor and the Warrantor Post-Closing. The Vendor and the Warrantor shall procure that: (a) Trinity Hong Kong, Trinity Shenzhen and Beijing Shangtuo, shall after Closing cease to carry out any further business without the written consent of the Purchaser save and except: (i) the Vendor and the Warrantor shall cause Trinity Hong Kong to take all steps necessary to obtain all necessary certificates and approvals under CEPA (as defined in 4.1(y)) to establish a wholly foreign owned enterprise that will enjoy the benefits under the status of a Hong Kong service supplier of advertising services under CEPA in such location as may be agreed to by the Purchaser; and (ii) the completion of the existing contracts without further renewal or extension; and

2.12 Covenants of the Vendor and the Warrantor Post-Closing. The Vendor and the Warrantor shall procure that: (a) Trinity Hong Kong, Trinity Shenzhen and Beijing Shangtuo, shall after Closing cease to carry out any further business without the written consent of the Purchaser save and except: (i) the Vendor and the Warrantor shall cause Trinity Hong Kong to take all steps necessary to obtain all necessary certificates and approvals under CEPA (as defined in 4.1(y)) to establish a wholly foreign owned enterprise that will enjoy the benefits under the status of a Hong Kong service supplier of advertising services under CEPA in such location as may be agreed to by the Purchaser; and (ii) the completion of the existing contracts without further renewal or extension; and (b) the articles of association of Yuanxin are amended so that matters requiring shareholders' approval shall only require majority approval of the shareholders rather than unanimous. 3. COVENANTS PRIOR TO CLOSING 3.1 Covenants. From the date of this Agreement until the Closing, except for the transactions described herein or otherwise with the prior written consent of the Purchaser: (a) the Warrantor and the Vendor warrant and undertake that they will cause each member of the Group at all times prior to Closing to: (i) conduct its business in the ordinary course and consistent with past practices; (ii) maintain in full force and effect their existence; (iii) promptly and timely prepare and file any reports and tax returns and pay all taxes and assessments, government fees and charges, if any, required to maintain its existence and conduct its business in the ordinary course and consistent with past practices; (iv) comply with all applicable laws; (v) keep records in which true and correct entries will be made of all transactions entered into; (vi) duly observe all material requirements of governmental authorities unless contested in good faith by appropriate proceedings with the consent of the Purchaser; (vii) promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon its income, profits, property or business of unless contested in good faith by appropriate proceedings with the consent of the Purchaser so long as such amount exceeds RMB50,000; -15-

(viii) at all times comply with the provisions of all contracts, agreements and leases to which it is a party, unless contested in good faith by appropriate proceedings with the consent of the Purchaser; and (ix) unless otherwise directed by the Purchaser, to use best endeavours to procure that its employees at the date of this Agreement remain and continue as employees after the Release; (b) the Warrantor and the Vendor warrant and undertake to cause each member of the Group not to: (i) modify its charter documents; (ii) cause or permit its liquidation or dissolution;

(viii) at all times comply with the provisions of all contracts, agreements and leases to which it is a party, unless contested in good faith by appropriate proceedings with the consent of the Purchaser; and (ix) unless otherwise directed by the Purchaser, to use best endeavours to procure that its employees at the date of this Agreement remain and continue as employees after the Release; (b) the Warrantor and the Vendor warrant and undertake to cause each member of the Group not to: (i) modify its charter documents; (ii) cause or permit its liquidation or dissolution; (iii) institute, or permit to be instituted against it, any proceeding, which remains undismissed for a period of 15 days after the filing thereof, seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order or relief or the appointment of receiver, trustee or other similar official for them or for any substantial part of its property; (iv) make a general assignment for the benefit of its creditors; (v) declare or pay any dividend or make any distribution to its shareholders; (vi) issue, redeem, sell or dispose of, or create any obligation to issue, redeem, sell or dispose of, any shares of its capital stock or equity interest; (vii) effect any stock split, reclassification or combination; (viii) modify agreements and other obligations with respect to its long-term indebtedness including, but not limited to its loan agreements, indentures, mortgages, debentures, notes and security agreements; (ix) incur, assume, guarantee or otherwise become obligated or liable for any indebtedness (other than in the ordinary course of business to finance operations) or encumber any of its assets or enter into any transaction or contract, or make any commitment relating to its assets or business (other than in the ordinary course of business and in a manner consistent with past practices) but in all circumstances subject to an aggregate limitation of US$10,000; (x) become a party to any merger or consolidation or any other business combination with any corporation or other entity, except as contemplated by this Agreement; (xi) make any acquisition of all or substantially all of the stock or assets of any other person or entity; -16-

(xii) take or omit to take any action which could be reasonably anticipated to have a materially adverse effect upon its financial condition or assets; (xiii) grant any director, officer, legal representative, employee or consultant any increase in compensation in any form (other than pursuant to existing employment agreements) or any severance or termination pay, or enter into or vary the terms of any employment agreement with such person except as provided in the Management Contracts; (xiv) adopt, amend in any material respect or terminate, any employee benefit program of general applicability; or (xv) make any advance or loan to any person or entity. 3.2 Access to Information. Until the Closing, the Warrantor and the Vendor shall procure that the Purchaser, its agents and representatives are given reasonable access to such documents relating to the Group as the Purchaser

(xii) take or omit to take any action which could be reasonably anticipated to have a materially adverse effect upon its financial condition or assets; (xiii) grant any director, officer, legal representative, employee or consultant any increase in compensation in any form (other than pursuant to existing employment agreements) or any severance or termination pay, or enter into or vary the terms of any employment agreement with such person except as provided in the Management Contracts; (xiv) adopt, amend in any material respect or terminate, any employee benefit program of general applicability; or (xv) make any advance or loan to any person or entity. 3.2 Access to Information. Until the Closing, the Warrantor and the Vendor shall procure that the Purchaser, its agents and representatives are given reasonable access to such documents relating to the Group as the Purchaser shall request. 3.3 Rescission. The Purchaser shall be entitled to rescind its obligations to purchase the Sale Shares under this Agreement by notice in writing to the Warrantor and the Vendor if prior to the Release it appears that any of the Key Warranties set out in this Agreement are not or were not true and accurate in all respects or if any act or event occurs which, had it occurred on or before the date of this Agreement, would have constituted a breach of any of the Key Warranties or if there is any material non-fulfilment of any of the Key Warranties which (being capable of remedy) is not remedied prior to the Release. Upon such rescission and if the Escrowed Payment had been released to the Vendor or such other party as the Vendor may direct, the Vendor shall forthwith pay to the Purchaser the full amount of the Escrowed Payment. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE GROUP Save as set out in the Disclosure Letter, the Warrantor and the Vendor jointly and severally represent and warrant to the Purchaser that the following statements are true and correct as of the date of this Agreement: 4.1 The Offshore Companies. In respect of each member of the Offshore Companies: (a) Organization, Standing, and Power. It is a company duly organized, validly existing, and in good standing under its laws of incorporation, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. (b) Corporate Records. It has made available to the Purchaser complete and correct copies of all the corporate documents, including but not limited to, its memorandum and articles of association, registers and other organizational documents ("OFFSHORE CHARTER DOCUMENTS"), in each case, as amended to the date hereof. It has delivered to the Purchaser complete and correct copies of its minute books and corporate records, all of which contain correct and complete records of all proceedings and actions taken at all meetings of, or effected by written consent of, -17-

its shareholders and its board of directors and all original issuances and subsequent transfers, repurchases, and cancellations of its shares. (c) Capital Structure. (i) Set out in Schedule D is its issued share capital immediately following the Release and which will exist at the time of Closing (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which it is a party or by which it may be bound obligating it to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares, or obligating it to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement

its shareholders and its board of directors and all original issuances and subsequent transfers, repurchases, and cancellations of its shares. (c) Capital Structure. (i) Set out in Schedule D is its issued share capital immediately following the Release and which will exist at the time of Closing (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which it is a party or by which it may be bound obligating it to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares, or obligating it to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. It does not have outstanding bonds, debentures, notes or other indebtedness other than normal trade indebtedness incurred in the ordinary course of business. (d) Subsidiaries. It does not presently own or control, directly or indirectly, any interest in any other company, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except as set out in Schedule B. Its particulars as set out in Schedule D are true and accurate in all respects and the percentage of share capital or equity interest shown therein as owned or controlled by it is legally and beneficially owned and free and clear of all Encumbrances, save as contained in the Internal Control Agreements. Save as expressly provided in the Ancillary Agreements, there is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any of its share or loan capital (including any of its option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests). (e) Authority. The execution, delivery, and performance of this Agreement and all Ancillary Agreements to be entered into by it have been duly authorized by all necessary action of its board. Certified copies of the resolutions adopted by its board approving this Agreement, the Ancillary Agreements and transactions contemplated hereby and thereby have been provided to the Purchaser. (f) Execution. It has duly and validly executed and delivered this Agreement and the Ancillary Agreements naming it as a party, and this Agreement and such Ancillary Agreements constitute valid, binding, and enforceable obligations of it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (g) Compliance with Laws and Other Instruments. It holds and, at all times, has held all licenses, permits, and authorizations from all Governmental Entities necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any -18-

such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. It has conducted its activities in compliance with all applicable laws and there has been no material breach of any laws applicable to it. (h) Corporate Governance. Neither the execution and delivery of this Agreement and the Ancillary Agreements naming it as a party nor the performance by it of its obligations under this Agreement and such Ancillary Agreements will (i) conflict with or result in any breach of its Offshore Charter Documents; (ii) require any Consent, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. (i) Absence of Certain Changes and Events. Since the signing of this Agreement, there has not been:

such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. It has conducted its activities in compliance with all applicable laws and there has been no material breach of any laws applicable to it. (h) Corporate Governance. Neither the execution and delivery of this Agreement and the Ancillary Agreements naming it as a party nor the performance by it of its obligations under this Agreement and such Ancillary Agreements will (i) conflict with or result in any breach of its Offshore Charter Documents; (ii) require any Consent, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. (i) Absence of Certain Changes and Events. Since the signing of this Agreement, there has not been: (i) Any transaction involving more than RMB50,000 entered into by it other than in the ordinary course of business; (ii) Any declaration, payment, or setting aside of any dividend or other distribution to or for any of the holders of any equity; (iii) Any termination, modification, or rescission of or waiver by it of rights under any contract having or reasonably likely to have a Material Adverse Change on its business; (iv) Any discharge or satisfaction by it of any Encumbrance, or any payment of any obligation or liability (absolute or contingent) other than liabilities incurred in the ordinary course of business; (v) Any mortgage, pledge, imposition of any security interest, claim, Encumbrance, or other restriction created on any of the assets, tangible or intangible, of it having or reasonably likely to have a Material Adverse Change on its business; (vi) Any settlement amount of any claim, dispute, suit, proceeding or investigation regarding it; or (vii) Any event or condition resulting in a Material Adverse Change on its business. (j) Litigation and Other Proceedings. It is not nor is any of its officers, directors, or employees a party to any pending or, threatened action, suit, labour dispute (including any union representation proceeding), proceeding, investigation, or discrimination claim in or by any court or governmental board, commission, agency, department, or officer, or any arbitrator, arising from its actions or omissions or, in the case of an individual, from acts in his or her capacity as its officer, director, employee, agent or contractor, which individually or in the aggregate would have a Material Adverse Change on its business. It is not a named party to any order, writ, judgment, decree, or injunction. -19-

(k) No Defaults. It is not, nor has it received written notice that it would be with the passage of time, in default or violation of any term, condition, or provision of (i) its Offshore Charter Documents; (ii) any judgment, decree, or order to which it is a named party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which it is a party or by which it or any of its properties or assets is bound, except for defaults and violations which have been cured or, individually or in the aggregate, would not have a Material Adverse Change on its business. (l) Major Contracts. Except for the agreements set out in Schedule E (the "MATERIAL OFFSHORE CONTRACTS") it is not a party to or bound by: (i) Any employment contract or arrangement providing for annual salary in excess of US$12,000 with any officer or employee or with any consultant or director providing for annual compensation in excess of US$12,000;

(k) No Defaults. It is not, nor has it received written notice that it would be with the passage of time, in default or violation of any term, condition, or provision of (i) its Offshore Charter Documents; (ii) any judgment, decree, or order to which it is a named party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which it is a party or by which it or any of its properties or assets is bound, except for defaults and violations which have been cured or, individually or in the aggregate, would not have a Material Adverse Change on its business. (l) Major Contracts. Except for the agreements set out in Schedule E (the "MATERIAL OFFSHORE CONTRACTS") it is not a party to or bound by: (i) Any employment contract or arrangement providing for annual salary in excess of US$12,000 with any officer or employee or with any consultant or director providing for annual compensation in excess of US$12,000; (ii) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (iii) Any joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits; (iv) Any licensing or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or production agreement in which the amount involved exceeds annually, US$50,000 or pursuant to which any it has granted or received manufacturing rights, most favoured nation pricing provisions, or exclusive marketing, reproduction, publishing or distribution rights related to any product, group of products or territory; (v) Any lease for real or personal property in which the amount of payments which it is required to make on an annual basis exceeds US$10,000; (vi) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than US$50,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Ancillary Agreements, the Release, the Closing or the consummation of the transactions contemplated; (vii) Any license, permit, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Ancillary Agreements, the Release, the Closing or the consummation of the transactions contemplated; (viii) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in -20-

the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of US$20,000 or more; or (ix) Any contract containing covenants purporting to limit its freedom to compete in any line of business in any geographic area. All Material Offshore Contracts are valid and in full force and effect and it has not nor has any other party thereto breached any material provisions of, or entered into default in any material respect under the terms thereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a Material Adverse Change on its business. It has made available to the Purchaser a copy of each of the Material Offshore

the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of US$20,000 or more; or (ix) Any contract containing covenants purporting to limit its freedom to compete in any line of business in any geographic area. All Material Offshore Contracts are valid and in full force and effect and it has not nor has any other party thereto breached any material provisions of, or entered into default in any material respect under the terms thereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a Material Adverse Change on its business. It has made available to the Purchaser a copy of each of the Material Offshore Contracts specified in Schedule E together with all amendments, material written waivers or other material written changes thereto. All outstanding Material Offshore Contracts relating to Trinity Hong Kong are listed in Schedule E and Trinity Hong Kong has not entered into any other contracts which are outstanding as at the date of this Agreement. (m) Assets. The assets owned, possessed or used by it comprise all the assets required to enable it to carry on its business fully and effectively in the ordinary course. It has legal and beneficial ownership of all assets owned, possessed or used by it free and clear of all Encumbrances. No other Person owns any property and asset which are being used by it except for the property leased by it pursuant to the Material Offshore Contracts. (n) Technology and Intellectual Property Rights. (i) Except for the corporate names of each of the members of the Offshore Companies, it has no registered Intellectual Property in any part of the world. (ii) It owns or has the right to use all Intellectual Property used or held for use in the conduct of its business without any conflict with the rights of others. All products and technology that have been or currently are published and/or offered by it or are under development by it, and all products and/or technology underlying any and all services that have been or currently are offered by it or are under development by it is either: (1) owned by it, (2) in the public domain, or (3) rightfully used by the it pursuant to a valid written license or other agreement. (iii) It is not, as a result of the execution or delivery of this Agreement and/or the Ancillary Agreements, nor the performance of its obligations under them of under the Internal Control Agreements will cause it to be in violation of any license, sublicense or other agreement relating to the Intellectual Property or of any non-disclosure agreement to which it is a party or otherwise bound. (iv) It is not obligated to provide any financial consideration or other consideration to any third party, nor is any third party otherwise entitled to -21-

any financial consideration or other consideration, with respect to any exercise of rights by it or its successors in the Intellectual Property. (v) Its use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale, or other provision of products and services by it or its resellers or

any financial consideration or other consideration, with respect to any exercise of rights by it or its successors in the Intellectual Property. (v) Its use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale, or other provision of products and services by it or its resellers or licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right of any person. (vi) No action, suit or proceeding, pending or otherwise, (i) challenging the validity, enforceability, or ownership by it of any of Owned Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any Owned Intellectual Property by it or its licensees infringes, misappropriates or violates any intellectual property or other proprietary or personal right of any person is pending or is threatened by any person. Further, no claim to the effect that the distribution, licensing, sublicensing, sale or other provision of products and services by it or its resellers or licensees infringes misappropriates or violates any intellectual property or other proprietary or personal right of any person is pending or, to the knowledge of the Company and the Vendor, is threatened by any person. There is no unauthorized use, infringement or misappropriation of any of Owned Intellectual Property by any third party, employee or former employee. (vii) No other party has any security interest in any Intellectual Property. (viii) It has secured from all parties who have created any portion of, or otherwise have any rights in or to, Owned Intellectual Property, other than employees of itself whose work product was created by them entirely within the scope of their employment by it and constitutes work made for hire owned by it, valid written assignments or licenses of any such work or other rights to it that are enforceable by it and has made available true and complete copies of such assignments or licenses to the Purchaser. (ix) It owns all right, title and interest in and to all data it collects from or discloses about users of its products and services. Its practices regarding the collection and use of consumer personal information are in accordance in -22-

all respects with applicable laws and regulations of all jurisdictions in which it operates. (x) No officer, director, stockholder or employee of it, nor any spouse, or relative thereof, owns directly or indirectly, in whole or in part, any Intellectual Property. (o) Employees. It has no written or oral contract of employment or other employment agreement with any of its employees (including any contracts relating to the temporary use or loaning of employees) that are not terminable at will by it without payment of severance or termination payments or benefits. It is not a party to any pending or threatened labour dispute concerning its business or employment practices or the subject of any organizing drive, labour grievance or petition to certify a labour union. It has complied with all applicable laws, treaties, ordinances, rules, and regulations and requirements relating to the employment of labour in all material respects. There are no claims pending or threatened to be brought against it in any court or administrative agency by any of its former or current employees. (p) Certain Agreements. Neither the execution and delivery of this Agreement and the Ancillary Agreements nor the performance of its obligations contained in them will: (i) result in any payment by it (including severance,

all respects with applicable laws and regulations of all jurisdictions in which it operates. (x) No officer, director, stockholder or employee of it, nor any spouse, or relative thereof, owns directly or indirectly, in whole or in part, any Intellectual Property. (o) Employees. It has no written or oral contract of employment or other employment agreement with any of its employees (including any contracts relating to the temporary use or loaning of employees) that are not terminable at will by it without payment of severance or termination payments or benefits. It is not a party to any pending or threatened labour dispute concerning its business or employment practices or the subject of any organizing drive, labour grievance or petition to certify a labour union. It has complied with all applicable laws, treaties, ordinances, rules, and regulations and requirements relating to the employment of labour in all material respects. There are no claims pending or threatened to be brought against it in any court or administrative agency by any of its former or current employees. (p) Certain Agreements. Neither the execution and delivery of this Agreement and the Ancillary Agreements nor the performance of its obligations contained in them will: (i) result in any payment by it (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee, or independent contractor of it under any employee benefit plan, agreement, or otherwise, (ii) increase any benefits otherwise payable under any employee benefit plan or agreement, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. (q) Guarantees and Suretyships. It does not have any powers of attorney outstanding and it does not have any obligations or liabilities (absolute or contingent) as guarantor, surety, cosigner, endorser, co-maker, or otherwise respecting the obligations or liabilities of any person, corporation, partnership, joint venture, association, organization, or other entity other than as an endorser of negotiable instruments in the ordinary course of business. (r) Absence of Questionable Payments. It has not nor has any of its respective Affiliates, directors, officers, agents, employees or other persons acting on their behalf, used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds. It has not nor has any of its respective Affiliates, directors, officers, agents, employees or other persons acting on its behalf, accepted or received any unlawful contributions, payments, gifts, or expenditures. (s) Financial Statements. There has been delivered to the Purchaser (a) audited balance sheets as of 31 December 2004 and the related audited income statements for the year ending 2004, and (b) an unaudited balance sheet as at 31 October 2005 (the "OFFSHORE BALANCE SHEET") and the related income statements for the ten months then ended (collectively, the "OFFSHORE FINANCIAL STATEMENTS"). The Offshore Financial Statements: (i) have been prepared from its books and records; (ii) present fairly in all material respects its financial position as of and for the periods indicated; and (iii) have been prepared in accordance with Hong Kong GAAP consistently applied. There are no liabilities in excess of US$5,000 in the aggregate, -23-

claims or obligations of any nature, whether absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown in the Offshore Financial Statements. (t) Accounts Receivable. All of the accounts receivable shown on the Balance Sheet have and all of its receivables as of the Escrow Release Date will have arisen out of bona fide transactions in its ordinary course of business and have been collected or are good and collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such Balance Sheet and net of returns and payment discounts allowable by its policies) and can reasonably be anticipated to be paid in full without outside collection efforts within ninety (90) days of the due date. (u) Taxes. (i) It has timely filed (or caused to be filed) all tax returns ("OFFSHORE RETURNS") required to be filed by it. All taxes required to be paid (whether or not shown on any Return) in respect of the periods covered by such

claims or obligations of any nature, whether absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown in the Offshore Financial Statements. (t) Accounts Receivable. All of the accounts receivable shown on the Balance Sheet have and all of its receivables as of the Escrow Release Date will have arisen out of bona fide transactions in its ordinary course of business and have been collected or are good and collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such Balance Sheet and net of returns and payment discounts allowable by its policies) and can reasonably be anticipated to be paid in full without outside collection efforts within ninety (90) days of the due date. (u) Taxes. (i) It has timely filed (or caused to be filed) all tax returns ("OFFSHORE RETURNS") required to be filed by it. All taxes required to be paid (whether or not shown on any Return) in respect of the periods covered by such Returns ("OFFSHORE RETURN PERIODS") have been paid or fully accrued on the Offshore Balance Sheet. It has not requested or been granted any extension of time to file any Offshore Return. The Company and the Vendor have made available to the Purchaser true and correct copies of all Offshore Returns, and all material correspondence with any taxing authority. (ii) No deficiencies or adjustments for any of its tax has been claimed, proposed or assessed or threatened in writing and not paid. There is currently no claim outstanding by an authority in a jurisdiction where it does not file Offshore Returns that it is or may be subject to taxation by that jurisdiction. It is not subject to any pending or threatened tax audit or examination. It has not entered into any agreements, waivers or other arrangements in respect of the statute of limitations in respect of its taxes or Offshore Returns. (iii) For the purposes of this Agreement, the terms "tax" and "taxes" shall include all taxes, assessments, duties, tariffs, registration fees, and other governmental charges in the nature of taxes including, all income, franchise, property, production, sales, use, payroll, license, windfall profits, value added, severance, withholding, excise, gross receipts and other taxes, as well as any interest, additions or penalties relating thereto and any interest in respect of such additions or penalties. (iv) There are no liens for taxes upon its assets except for taxes that are not yet payable. It has withheld all taxes required to be withheld in respect of wages, salaries and other payments to all employees, officers and directors and any taxes required to be withheld from any other person and has timely paid all such amounts withheld to the proper taxing authority. (v) Leases in Effect; Real Estate. All real property leases and subleases to which it is a party and any amendments or modifications thereof are listed in Schedule F (each an "OFFSHORE LEASE" and, collectively, the "OFFSHORE LEASES"). It has a valid leasehold interest under such Offshore Leases. There are no existing defaults, and it has not received or given any written notice of default or claimed default with respect to any Offshore Lease and there is no event that with notice or lapse of time, -24-

or both, would constitute a default thereunder. All real property occupied by it is subject to a written lease. It holds no interest in real property other than the Offshore Leases. (w) Material Relations. None of the parties to any of the Material Offshore Contracts have terminated or in any way expressed to it an intent to reduce or terminate the amount of business with it in the future. (x) Insurance and Banking Facilities. Schedule H contains a complete and correct list of the names and locations of all banks in which it has accounts or safe deposit boxes, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. All premiums and other payments due from it with respect to any contracts of insurance or indemnity have been paid, and there are no act, or failures to act that has or might cause any such contract to be cancelled or terminated. All known claims for insurance or indemnity have been presented.

or both, would constitute a default thereunder. All real property occupied by it is subject to a written lease. It holds no interest in real property other than the Offshore Leases. (w) Material Relations. None of the parties to any of the Material Offshore Contracts have terminated or in any way expressed to it an intent to reduce or terminate the amount of business with it in the future. (x) Insurance and Banking Facilities. Schedule H contains a complete and correct list of the names and locations of all banks in which it has accounts or safe deposit boxes, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. All premiums and other payments due from it with respect to any contracts of insurance or indemnity have been paid, and there are no act, or failures to act that has or might cause any such contract to be cancelled or terminated. All known claims for insurance or indemnity have been presented. (y) CEPA. Active has obtained all necessary certificates and approvals under CEPA to establish a wholly foreign owned enterprise that will enjoy the benefits under the status of a Hong Kong service supplier of advertising service and the HKSS Certificate, necessary for (i) establishing its status of a Hong Kong service supplier of advertising services under the CEPA and (ii) enjoying all the benefits thereunder which apply to a service supplier of advertising services. For the interpretation of this Clause 4.1(y) only, "ADVERTISING SERVICES" has the meaning ascribed to it under Table 1 of Annex 4 of the CEPA "CEPA" means the Mainland and Hong Kong Closer Economic Partnership Arrangement "HKSS CERTIFICATE" means the certificate issued to a natural or juridical person by the Trade and Industry Department of Hong Kong confirming the fulfillment by such person of the criteria as required under Annex 5 of the CEPA for being a Hong Kong service supplier "SERVICE SUPPLIER" has the meaning ascribed to it under Annex 5 of the CEPA 4.2 The PRC Companies. In respect of each of the PRC Companies: (a) Organization, Standing, and Power. It is a company duly organized, validly existing, and has not been deliniquent in any required filings with all relevant Governmental Entities under the laws of the PRC, has all requisite corporate power and authority to carry on its businesses, and is duly qualified and in good standing to do business in each jurisdiction in which it conducts business. (b) Corporate Records. It has made available to the Purchaser complete and correct copies of all the documents including but not limited to, its business license, articles of association, tax registration certificates, registers and/or other organizational documents ("PRC CHARTER DOCUMENTS"), in each case, as amended to the date -25-

hereof. It has delivered to the Purchaser complete and correct copies of its minute books and corporate records, all of which contain correct and complete records of all proceedings and actions taken at all meetings of, or effected by written consent of, its shareholders and its board of directors, and all original issuances and subsequent transfers, repurchases, and cancellations of its shares. (c) Capital Structure. (i) Set out in Schedule D is its issued share capital immediately following the Release and at Closing. (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which it is a party or by which it may be bound obligating it to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares, or obligating it to grant, extend or enter into any such

hereof. It has delivered to the Purchaser complete and correct copies of its minute books and corporate records, all of which contain correct and complete records of all proceedings and actions taken at all meetings of, or effected by written consent of, its shareholders and its board of directors, and all original issuances and subsequent transfers, repurchases, and cancellations of its shares. (c) Capital Structure. (i) Set out in Schedule D is its issued share capital immediately following the Release and at Closing. (ii) There are no options, warrants, calls, conversion rights, commitments, agreements, contracts, restrictions, or rights of any character to which it is a party or by which it may be bound obligating it to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares, or obligating it to grant, extend or enter into any such option, warrant, call, conversion right, commitment, agreement, contract, understanding, restriction, arrangement or right. It does not have outstanding bonds, debentures, notes or other indebtedness. (d) Subsidiaries. It does not presently own or control, directly or indirectly, any interest in any other company, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except as set out in Schedule B. Its particulars as set out in Schedule D are true and accurate in all respects and the percentage of share capital or equity interest shown therein as owned or controlled by it is legally and beneficially owned and free and clear of all Encumbrances, save as contained in the Internal Control Agreements. Save as expressly provided in the Ancillary Agreements, there is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any of its share or loan capital (including any of its option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests). (e) Authority. The execution, delivery, and performance of this Agreement and all Ancillary Agreements to be entered into by it have been duly authorized by all necessary action of its board and the shareholders meeting (where applicable). Certified copies of the resolutions adopted by its board approving this Agreement, the Ancillary Agreements and transactions contemplated hereby and thereby have been provided to the Purchaser. (f) Execution. It has duly and validly executed and delivered this Agreement and the Ancillary Agreements naming it as a party, and this Agreement and such Ancillary Agreements constitute valid, binding, and enforceable obligations of it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (g) Compliance with Laws and Other Instruments. It holds and, at all times, has held all licenses, permits, and authorizations from all Governmental Entities necessary -26-

for the lawful conduct of its business pursuant to all applicable PRC statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. It has conducted its activities in compliance with all applicable laws and there has been no material breach of any laws applicable to it. (h) Corporate Governance. Neither the execution and delivery of this Agreement and the Ancillary Agreements naming it as a party nor the performance by it of its obligations under this Agreement and such Ancillary Agreements will (i) conflict with or result in any breach of its PRC Charter Documents; (ii) require any Consents,, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party.

for the lawful conduct of its business pursuant to all applicable PRC statutes, laws, ordinances, rules, and regulations of all such authorities having jurisdiction over it or any part of its operations. There are no violations or claimed violations of any such license, permit, or authorization, or any such statute, law, ordinance, rule or regulation. It has conducted its activities in compliance with all applicable laws and there has been no material breach of any laws applicable to it. (h) Corporate Governance. Neither the execution and delivery of this Agreement and the Ancillary Agreements naming it as a party nor the performance by it of its obligations under this Agreement and such Ancillary Agreements will (i) conflict with or result in any breach of its PRC Charter Documents; (ii) require any Consents,, (iii) conflict with, result in a breach or default of, or give rise to any right of termination, cancellation or acceleration or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties or assets of it or its shares under, any law, statute, rule, regulation, judgment, decree, order, government permit, license or order or any mortgage, indenture, note, license, trust, agreement or other agreement, instrument or obligation to which it is a party. (i) Absence of Certain Changes and Events. Since the signing of this Agreement, there has not been: (i) Any transaction involving more than RMB50,000 entered into by it other than in the ordinary course of business; (ii) Any declaration, payment, or setting aside of any dividend or other distribution to or for any of the holders of any equity; (iii) Any termination, modification, or rescission of or waiver by it of rights under any contract having or reasonably likely to have a Material Adverse Change on its business; (iv) Any discharge or satisfaction by it of any Encumbrance, or any payment of any obligation or liability (absolute or contingent) other than liabilities incurred in the ordinary course of business; (v) Any mortgage, pledge, imposition of any security interest, claim, Encumbrance, or other restriction created on any of the assets, tangible or intangible, of it having or reasonably likely to have a Material Adverse Change on its business; (vi) Any settlement amount of any claim, dispute, suit, proceeding or investigation regarding it; or (vii) Any event or condition resulting in a Material Adverse Change on its business. (j) Litigation and Other Proceedings. It is not nor is any of its officers, directors, or employees a party to any pending or, threatened action, suit, labour dispute (including any union representation proceeding), proceeding, investigation, or discrimination claim in or by any court or governmental board, commission, agency, department, or officer, or any arbitrator, arising from its actions or omissions or, in the case of an individual, from acts in his or her capacity as its officer, director, -27-

employee, agent or contractor, which individually or in the aggregate would have a Material Adverse Change on its business. It is not a named party to any order, writ, judgment, decree, or injunction. (k) No Defaults. It is not, nor has it received written notice that it would be with the passage of time, in default or violation of any term, condition, or provision of (i) its PRC Charter Documents; (ii) any judgment, decree, or order to which it is a named party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which it is a party or by which it or any of its properties or assets is bound, except for defaults and violations which have been cured or, individually or in the aggregate, would not have a Material Adverse Change on its business. (l) Major Contracts. Except for the agreements set out in Schedule E (the "MATERIAL PRC CONTRACTS") it is not a party to or bound by:

employee, agent or contractor, which individually or in the aggregate would have a Material Adverse Change on its business. It is not a named party to any order, writ, judgment, decree, or injunction. (k) No Defaults. It is not, nor has it received written notice that it would be with the passage of time, in default or violation of any term, condition, or provision of (i) its PRC Charter Documents; (ii) any judgment, decree, or order to which it is a named party; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which it is a party or by which it or any of its properties or assets is bound, except for defaults and violations which have been cured or, individually or in the aggregate, would not have a Material Adverse Change on its business. (l) Major Contracts. Except for the agreements set out in Schedule E (the "MATERIAL PRC CONTRACTS") it is not a party to or bound by: (i) Any employment contract or arrangement providing for annual salary in excess of US$12,000 with any officer or employee or with any consultant or director providing for annual compensation in excess of US$12,000; (ii) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing, severance, acceleration of vesting of benefits, payments upon change of control events, or the like; (iii) Any joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits; (iv) Any licensing or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or production agreement in which the amount involved exceeds annually, US$50,000 or pursuant to which any it has granted or received manufacturing rights, most favoured nation pricing provisions, or exclusive marketing, reproduction, publishing or distribution rights related to any product, group of products or territory; (v) Any lease for real or personal property in which the amount of payments which a it is required to make on an annual basis exceeds US$10,000; (vi) Any agreement, franchise, or indenture where the amount of consideration payable thereunder is greater than US$50,000 in any year during the term of such agreement, franchise or indenture and which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Ancillary Agreements, the Release, the Closing or the consummation of the transactions contemplated; (vii) Any license, permit, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and the Ancillary Agreements, the Release, the Closing or the consummation of the transactions contemplated; -28-

(viii) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of US$20,000 or more; or (ix) Any contract containing covenants purporting to limit its freedom to compete in any line of business in any geographic area. All Material PRC Contracts are valid and in full force and effect and it has not nor has any other party thereto breached any material provisions of, or entered into default in any material respect under the terms thereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a Material Adverse Change on its business. It has made available to the Purchaser a copy of each of the Material

(viii) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of US$20,000 or more; or (ix) Any contract containing covenants purporting to limit its freedom to compete in any line of business in any geographic area. All Material PRC Contracts are valid and in full force and effect and it has not nor has any other party thereto breached any material provisions of, or entered into default in any material respect under the terms thereof other than such beaches or defaults that have been cured or would not, individually or in the aggregate, have a Material Adverse Change on its business. It has made available to the Purchaser a copy of each of the Material PRCContracts specified in Schedule E together with all amendments, material written waivers or other material written changes thereto. All outstanding Material Offshore Contracts relating to Trinity Shenzhen and Beijing Shangtuo are listed in Schedule E and none of Trinity Shenzhen and Beijing Shangtuo have entered into any other contracts which are outstanding as at the date of this Agreement. (m) Assets. The assets owned, possessed or used by it comprise all the assets required to enable it to carry on its business fully and effectively in the ordinary course. It has legal and beneficial ownership of all assets owned, possessed or used by it free and clear of all Encumbrances. No other Person owns any property and assets which are being used by it except for the property leased by it pursuant to the Material PRC Contracts. (n) Technology and Intellectual Property Rights. (i) Except for the corporate names of each of the members of the Onshore Group, it has no registered Intellectual Property in any part of the world. (ii) It owns or has the right to use all Intellectual Property used or held for use in the conduct of its business without any conflict with the rights of others. All products and technology that have been or currently are published and/or offered by it or are under development by it, and all products and/or technology underlying any and all services that have been or currently are offered by it or are under development by it is either: (1) owned by it, (2) in the public domain, or (3) rightfully used by the it pursuant to a valid written license or other agreement. (iii) It is not, as a result of the execution or delivery of this Agreement and/or the Ancillary Agreements, nor the performance of its obligations under them of under the Internal Control Agreements will cause it to be in violation of any license, sublicense or other agreement relating to the Intellectual Property or of any non-disclosure agreement to which it is a party or otherwise bound. -29-

(iv) It is not obligated to provide any financial consideration or other consideration to any third party, nor is any third party otherwise entitled to any financial consideration or other consideration, with respect to any exercise of rights by it or its successors in the Intellectual Property. (v) Its use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale, or other provision of products and services by it or its resellers or

(iv) It is not obligated to provide any financial consideration or other consideration to any third party, nor is any third party otherwise entitled to any financial consideration or other consideration, with respect to any exercise of rights by it or its successors in the Intellectual Property. (v) Its use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale, or other provision of products and services by it or its resellers or licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service mark, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right of any person. (vi) No action, suit or proceeding, pending or otherwise, (i) challenging the validity, enforceability, or ownership by it of any of Owned Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any Owned Intellectual Property by it or its licensees infringes, misappropriates or violates any intellectual property or other proprietary or personal right of any person is pending or is threatened by any person. Further, no claim to the effect that the distribution, licensing, sublicensing, sale or other provision of products and services by it or its resellers or licensees infringes, misappropriates or violates any intellectual property or other proprietary or personal right of any person is pending or, to the knowledge of the Company and the Vendor, is threatened by any person. There is no unauthorized use, infringement or misappropriation of any of Owned Intellectual Property by any third party, employee or former employee. (vii) No other party has any security interest in any Intellectual Property. (viii) It has secured from all parties who have created any portion of, or otherwise have any rights in or to, Owned Intellectual Property, other than employees of itself whose work product was created by them entirely within the scope of their employment by it and constitutes work made for hire owned by it, valid written assignments or licenses of any such work or other rights to it that are enforceable by it and has made available true and complete copies of such assignments or licenses to the Purchaser. -30-

(ix) It owns all right, title and interest in and to all data it collects from or discloses about users of its products and services. Its practices regarding the collection and use of consumer personal information are in accordance in all respects with applicable laws and regulations of all jurisdictions in which it operates. (x) No officer, director, stockholder or employee of it, nor any spouse, or relative thereof, owns directly or indirectly, in whole or in part, any Intellectual Property. (o) Employees. It has no written or oral contract of employment or other employment agreement with any of its employees (including any contracts relating to the temporary use or loaning of employees) that are not terminable at will by it without payment of severance or termination payments or benefits. It is not a party to any pending or threatened labour dispute concerning its business or employment practices or the subject of any organizing drive, labour grievance or petition to certify a labour union. It has complied with all applicable laws, treaties, ordinances, rules, and regulations and requirements relating to the employment of labour in any material respect. There are no claims pending or threatened to be brought against it in any court or administrative agency by any of its former or current employees. (p) Certain Agreements. Neither the execution and delivery of this Agreement and the Ancillary Agreements nor the performance of its obligations contained in them will: (i) result in any payment by it (including severance,

(ix) It owns all right, title and interest in and to all data it collects from or discloses about users of its products and services. Its practices regarding the collection and use of consumer personal information are in accordance in all respects with applicable laws and regulations of all jurisdictions in which it operates. (x) No officer, director, stockholder or employee of it, nor any spouse, or relative thereof, owns directly or indirectly, in whole or in part, any Intellectual Property. (o) Employees. It has no written or oral contract of employment or other employment agreement with any of its employees (including any contracts relating to the temporary use or loaning of employees) that are not terminable at will by it without payment of severance or termination payments or benefits. It is not a party to any pending or threatened labour dispute concerning its business or employment practices or the subject of any organizing drive, labour grievance or petition to certify a labour union. It has complied with all applicable laws, treaties, ordinances, rules, and regulations and requirements relating to the employment of labour in any material respect. There are no claims pending or threatened to be brought against it in any court or administrative agency by any of its former or current employees. (p) Certain Agreements. Neither the execution and delivery of this Agreement and the Ancillary Agreements nor the performance of its obligations contained in them will: (i) result in any payment by it (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee, or independent contractor of it under any employee benefit plan, agreement, or otherwise, (ii) increase any benefits otherwise payable under any employee benefit plan or agreement, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. (q) Guarantees and Suretyships. It does not have any powers of attorney outstanding and it does not have any obligations or liabilities (absolute or contingent) as guarantor, surety, cosigner, endorser, co-maker, or otherwise respecting the obligations or liabilities of any person, corporation, partnership, joint venture, association, organization, or other entity other than as an endorser of negotiable instruments in the ordinary course of business. (r) Absence of Questionable Payments. It has not nor has any of its respective Affiliates, directors, officers, agents, employees or other persons acting on their behalf, used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds. It has not nor has any of its respective Affiliates, directors, officers, agents, employees or other persons acting on its behalf, accepted or received any unlawful contributions, payments, gifts, or expenditures. (s) Financial Statements. There has been delivered to the Purchaser (a) statutory tax reporting documents as of 31 October 2005, and (b) an unaudited balance sheet as at 31 October 2005 (including the notes thereto, the "PRC BALANCE SHEET") and the related income statements for the ten months then ended (collectively, the "PRC FINANCIAL STATEMENTS"). The PRC Financial Statements: (i) have been prepared from its books and records; (ii) present fairly in all material respects its financial -31-

position as of and for the periods indicated; and (iii) have been prepared in accordance with PRC local tax statutory requirements consistently applied. There are no liabilities in excess of US$5,000 in the aggregate, claims or obligations of any nature, whether absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown in the PRC Financial Statements. (t) Accounts Receivable. All of the accounts receivable shown on the PRC Balance Sheet have and all of its receivables as of the Escrow Release Date will have arisen out of bona fide transactions in its ordinary course of business and have been collected or are good and collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such PRC Balance Sheet and net of returns and payment discounts allowable by its policies) and can reasonably be anticipated to be paid in full without outside collection efforts within ninety (90) days of the due date. (u) Taxes.

position as of and for the periods indicated; and (iii) have been prepared in accordance with PRC local tax statutory requirements consistently applied. There are no liabilities in excess of US$5,000 in the aggregate, claims or obligations of any nature, whether absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown in the PRC Financial Statements. (t) Accounts Receivable. All of the accounts receivable shown on the PRC Balance Sheet have and all of its receivables as of the Escrow Release Date will have arisen out of bona fide transactions in its ordinary course of business and have been collected or are good and collectible in the aggregate recorded amounts thereof (less the allowance for doubtful accounts also appearing in such PRC Balance Sheet and net of returns and payment discounts allowable by its policies) and can reasonably be anticipated to be paid in full without outside collection efforts within ninety (90) days of the due date. (u) Taxes. (i) It has timely filed (or caused to be filed) all tax returns ("PRC RETURNS") required to be filed by it. All taxes required to be paid (whether or not shown on any Return) in respect of the periods covered by such Returns ("PRC RETURN PERIODS") have been paid or fully accrued on the PRC Balance Sheet. It has not requested or been granted any extension of time to file any PRC Return. The Company and the Vendor have made available to the Purchaser true and correct copies of all PRC Returns, and all material correspondence with any taxing authority. (ii) No deficiencies or adjustments for any of its tax has been claimed, proposed or assessed or threatened in writing and not paid. There is currently no claim outstanding by an authority in a jurisdiction where it does not file PRC Returns that it is or may be subject to taxation by that jurisdiction. It is not subject to any pending or threatened tax audit or examination. It has not entered into any agreements, waivers or other arrangements in respect of the statute of limitations in respect of its taxes or PRC Returns. (iii) For the purposes of this Agreement, the terms "tax" and "taxes" shall include all taxes, assessments, duties, tariffs, registration fees, and other governmental charges in the nature of taxes including, all income, franchise, property, production, sales, use, payroll, license, windfall profits, value added, severance, withholding, excise, gross receipts and other taxes, as well as any interest, additions or penalties relating thereto and any interest in respect of such additions or penalties. (iv) There are no liens for taxes upon its assets except for taxes that are not yet payable. It has withheld all taxes required to be withheld in respect of wages, salaries and other payments to all employees, officers and directors and any taxes required to be withheld from any other person and has timely paid all such amounts withheld to the proper taxing authority. (v) Leases in Effect; Real Estate. All real property leases and subleases to which it is a party and any amendments or modifications thereof are listed in Schedule F (each a "PRC LEASE" and, collectively, the "PRC LEASES"). It has a valid leasehold interest under such PRC Leases. There are no existing defaults, and it has not -32-

received or given any written notice of default or claimed default with respect to any PRC Lease and there is no event that with notice or lapse of time, or both, would constitute a default thereunder. All real property occupied by it is subject to a written lease. It holds no interest in real property other than the PRC Leases. (w) Material Relations. None of the parties to any of the Material PRCContracts have terminated or in any way expressed to it an intent to reduce or terminate the amount of business with it in the future. (x) Insurance and Banking Facilities. Schedule H contains a complete and correct list of the names and locations of all banks in which it has accounts or safe deposit boxes, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. All premiums and other payments due from it with respect to any contracts of insurance or indemnity have been paid, and there are no act, or failures to act that has or might cause any such contract to be cancelled or terminated. All known claims for insurance or indemnity have been presented.

received or given any written notice of default or claimed default with respect to any PRC Lease and there is no event that with notice or lapse of time, or both, would constitute a default thereunder. All real property occupied by it is subject to a written lease. It holds no interest in real property other than the PRC Leases. (w) Material Relations. None of the parties to any of the Material PRCContracts have terminated or in any way expressed to it an intent to reduce or terminate the amount of business with it in the future. (x) Insurance and Banking Facilities. Schedule H contains a complete and correct list of the names and locations of all banks in which it has accounts or safe deposit boxes, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. All premiums and other payments due from it with respect to any contracts of insurance or indemnity have been paid, and there are no act, or failures to act that has or might cause any such contract to be cancelled or terminated. All known claims for insurance or indemnity have been presented. 4.3 General (a) The Internal Control Agreements. (i) Each of the Internal Control Agreements that has been duly executed by the parties thereto, is in full force and effect and constitutes valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (2) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable principles and (3) the due execution and delivery by the parties thereto under the control of the Purchaser. (ii) The execution, delivery and performance of each of the Internal Control Agreements by the parties thereto do not and will not conflict with or violate any law, regulation or governmental order in the PRC. (iii) The execution, delivery and performance of each of the Internal Control Agreements by the parties thereto do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any governmental authority in Hong Kong or in the PRC or in the British Virgin Islands, if any such consent, approval, authorization, order, action, filing or notification is required, they have been obtained or made or will be obtained or made prior to the Release. (b) The Release Deliverable Agreements. On or before the Release, each of the Release Deliverable Agreements will have been duly executed by the parties thereto except for those persons under the control of the Purchaser being Wang Yong Hong and Eric An and, as at the Release (in relation to the Management Contracts) or prior to Closing (in relation to the Internal Control Documents), will be in full force and effect and will constitute valid and legally binding obligations of the parties thereto, enforceable in accordance with their terms. (c) Full Disclosure. (i) The Vendor and the Warrantor are not aware of any facts which could materially adversely affect themselves or any member of the Group or which are likely in the future to materially adversely affect any of them and which have not been disclosed to the Purchaser by or on behalf of the Company in connection with or pursuant to this Agreement. (ii) No representation or warranty in this Agreement, nor any statement or certificate furnished or to be furnished to the -33-

Purchaser pursuant to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein misleading. (d) Reliance. The foregoing representations and warranties are made by the Company and the Vendor with the knowledge and expectation that the Purchaser is placing reliance thereon. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR The Vendor hereby represent, warrant and covenant to the Purchaser that each of the following statements is true: 5.1 Power and Authority. He has full power and capacity to make the covenants and representations referred to

Purchaser pursuant to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein misleading. (d) Reliance. The foregoing representations and warranties are made by the Company and the Vendor with the knowledge and expectation that the Purchaser is placing reliance thereon. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR The Vendor hereby represent, warrant and covenant to the Purchaser that each of the following statements is true: 5.1 Power and Authority. He has full power and capacity to make the covenants and representations referred to herein and to sell the legal title in and to the Sale Shares and to execute, deliver and perform this Agreement. 5.2 Sale Shares. He is the registered owner of the Sale Shares holding them in trust for the benefit of the Warrantor. 5.3 Encumbrances. Subject only to the trust in favour of the Warrantor, the Sale Shares are free and clear of all Encumbrances. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE WARRANTOR The Warrantor hereby represent, warrant and covenants to the Purchaser that each of the following statements is true: 6.1 Power and Authority. She has full power and capacity to make the covenants and representations referred to herein and to sell the beneficial interests in and to the Sale Shares and to execute, deliver and perform this Agreement. 6.2 Sale Shares. She is the sole beneficial owner of the Sale Shares. She has duly authorized the Vendor to sell the Sale Shares contemplated herein and has provided the Vendor with full power and authority to do so. 6.3 Encumbrances. The beneficial interests in and to the Sale Shares are free and clear of all Encumbrances. 6.4 Acknowledgement. She has no rights, title, beneficial or other interests whatsoever in, to or over the any equity or interest in any member of the Group other than the Sale Shares immediately after Release and the Sale Shares immediately after Closing. 7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER The Purchaser hereby represents, warrants and covenants to the Vendor that each of the following statements is true: 7.1 Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its jurisdiction of incorporation. -34-

7.2 Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute its legal, valid and binding obligations enforceable in accordance with its terms. 7.3 Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to subscribe for the Subscription Shares and to purchase the Sale Shares and to execute, deliver and perform this Agreement.

7.2 Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute its legal, valid and binding obligations enforceable in accordance with its terms. 7.3 Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to subscribe for the Subscription Shares and to purchase the Sale Shares and to execute, deliver and perform this Agreement. 8. LIMITATION OF REPRESENTATIONS, WARRANTIES AND COVENANTS 8.1 Survival of Representation and Warranties. Survival of all representations and warranties of the Parties contained in this Agreement shall survive the Closing and remain in full force and effect for a period of 12 months following the 2007 Payment Date, except that: (a) the Key Warranties shall survive until the date falling 2 years from the 2007 Payment Date save for Key Warranties contained in Clauses 4.1 (c) and (u) and Clauses 4.2(c) and (u) which shall be dealt with under Clause 8.1(b); (b) the Key Warranties contained in Clauses 4.1 (c) and (u) and Clauses 4.2(c) and (u) shall survive until the expiration of the statute of limitations applicable to the relevant underlying matter; and (c) if a claim or notice is given with respect to any representation or warranty prior to the applicable expiration date, such representation or warranty shall remain in full force and effect until the later of (i) the expiry of the periods set out in this Clause 8.1 and (ii) the expiry of the period of six months starting on the date of notification of the claim, unless proceedings in respect of the claim shall previously have been issued and served on the Vendor and/or the Warrantor. 8.2 Investigation or Knowlegdge. The right to indemnification or other remedy resulting from, based on or arising from a Party's representations, warranties, covenants or obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Release Date or Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. 8.3 Limitations on Liability. The liability of the Vendor and the Warrantor altogether in respect of any breach of the Warranties under Clause 4, Clause 5, Clause 6 and the Indemnity under Clause 10 shall be limited as follows:(a) no liability shall attach to the Vendor or the Warrantor unless and until the aggregate amount of the liabilities of the Vendor and the Warrantor altogether shall exceed the sum of US$50,000 but if the liabilities exceed that sum the Vendor and/or the Warrantor shall be liable for only the the excess; and (b) no claims may be made in respect of any matters which have been fairly disclosed, qualified or withheld in the Disclosure Letter, the Offshore Financial Statements, the PRC Financial Statements or this Agreement. -35-

9. CONDITIONS OF THE PURCHASER'S OBLIGATIONS AT RELEASE The obligations of the Purchaser under this Agreement at the Release are subject to the satisfaction or waiver on or before the Release Date of each of the following: 9.1 Representations and Warranties. The Key Warranties shall be true on and as of the Release Date with the same effect as though such representations and warranties had been made on and as of the Release Date. 9.2 Due Diligence. The Purchaser has completed its due diligence review of the Group and is satisfied with the results thereof;

9. CONDITIONS OF THE PURCHASER'S OBLIGATIONS AT RELEASE The obligations of the Purchaser under this Agreement at the Release are subject to the satisfaction or waiver on or before the Release Date of each of the following: 9.1 Representations and Warranties. The Key Warranties shall be true on and as of the Release Date with the same effect as though such representations and warranties had been made on and as of the Release Date. 9.2 Due Diligence. The Purchaser has completed its due diligence review of the Group and is satisfied with the results thereof; 9.3 Performance. Each member of the Group shall have performed and complied with all agreements, obligations and conditions contained in this Agreement, the Ancillary Agreements and the Internal Control Agreements that are required to be performed or complied with by it on or before Release. 9.4 No Material Adverse Change. There having not occurred any Material Adverse Change in the Group's business, financial condition, assets or operations since the date of signing of this Agreement, 9.5 Deliverables. All matters pertaining under Clauses 2.4 and 2.5 are completed. 9.6 Board Approval. The Purchaser's board of directors shall have authorized and approved the execution and delivery of the Agreement and the Ancillary Agreements. 10. INDEMNITY 10.1 Indemnity. The Vendor and the Warrantor, jointly and severally, shall indemnify and shall keep indemnified and save harmless the Purchaser from and against: (a) any and all losses, claims, damages (including interest, penalties, fines and monetary sanctions), liabilities and costs reasonably incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach of any warranty, representation or covenant or the inaccuracy of any representation made by any of them or by the Company contained or referred to in this Agreement or in any agreement, instrument or document delivered by or on behalf of the Company, the Vendor or the Warrantor including, but not limited to, any diminution in the value of the assets of and any payment made or required to be made by the Purchaser or any Subsidiary and any costs and expenses incurred as a result of such breach] provided that the indemnity contained in this Clause 10 shall be without prejudice to any other rights and remedies available to the Purchaser; (b) the nonfulfillment or breach of any covenant, undertaking, agreement or other obligation of the Company, the Vendor, the Warrantor or any party to any of the Ancillary Agreements (except those by the Purchaser or the Purchaser's Nominees) under any of this Agreement or the Ancillary Agreements; and (c) any claim by any shareholder or interest holder or former shareholder or former interest holder of Taide, Beijing Shangtuo, Shangtuo Zhiyang, Beijing Longmei, -36-

Beijing Jinlong or Yuanxin in connection with the transfer of any interest that they may have in any of the foregoing companies whether made against the Vendor, the Warrantor, the Purchaser or any other party. 10.2 Costs. For the purposes of this Clause 10, "costs" includes lawyers' (on a solicitor and his own client's basis) and accountants' fees and expenses, court costs and all other out-of-pocket expenses. 10.3 Survival of Indemnification. The representations and warranties of the Vendor and the Warrantor and the rights of the Purchaser to indemnification under this Agreement with respect thereto shall survive Closing in accordance with Clause 9.1.

Beijing Jinlong or Yuanxin in connection with the transfer of any interest that they may have in any of the foregoing companies whether made against the Vendor, the Warrantor, the Purchaser or any other party. 10.2 Costs. For the purposes of this Clause 10, "costs" includes lawyers' (on a solicitor and his own client's basis) and accountants' fees and expenses, court costs and all other out-of-pocket expenses. 10.3 Survival of Indemnification. The representations and warranties of the Vendor and the Warrantor and the rights of the Purchaser to indemnification under this Agreement with respect thereto shall survive Closing in accordance with Clause 9.1. 10.4 Third Party Claims. A party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") shall notify promptly the indemnifying party (the "INDEMNIFYING PARTY") in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Agreement; provided, however, that the failure of any Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Agreement. In case any claim, action or proceeding is brought against an Indemnified Party and the Indemnified Party notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof, to the extent that it chooses, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), and the Indemnifying Party shall be liable for any expenses therefor. 10.5 Settlement of Claims. (i) No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party and (iii) does not include any injunctive or other non-monetary relief; and -37-

(ii) the Indemnified Party may, in its sole discretion, offset against any payment (including, where relevant, Subsequent Payments) any and all losses, claims, damages (including lost profits, consequential damages, interest, penalties, fines and monetary sanctions), liabilities and costs incurred or suffered by the Indemnifying Party and for which the Indemnifying Party is entitled to be indemnified in this Agreement. 10.6 Certain Tax Matters. The Vendor and the Warrantor shall jointly and severally indemnify the Purchaser and hold it harmless from and against any loss, claim, liability, expense, or other damage attributable to (i) any and all taxes (or the non-payment thereof) of any member of the Group or Trinity or any subsidiary of Trinity for all taxable periods ending on or before the Release Date and the portion through the end of the Release Date for any taxable period that includes (but does not end on) the Release Date ("Pre-Release Tax Period"), (ii) all taxes of any member of an affiliated, consolidated, combined or unitary group of which any member of the Group (or any predecessor of any of the foregoing) is or was a member on or prior to the Release Date, and (iii) any and all taxes of any person (other than any member of the Group) imposed on any member of the Group as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction

(ii) the Indemnified Party may, in its sole discretion, offset against any payment (including, where relevant, Subsequent Payments) any and all losses, claims, damages (including lost profits, consequential damages, interest, penalties, fines and monetary sanctions), liabilities and costs incurred or suffered by the Indemnifying Party and for which the Indemnifying Party is entitled to be indemnified in this Agreement. 10.6 Certain Tax Matters. The Vendor and the Warrantor shall jointly and severally indemnify the Purchaser and hold it harmless from and against any loss, claim, liability, expense, or other damage attributable to (i) any and all taxes (or the non-payment thereof) of any member of the Group or Trinity or any subsidiary of Trinity for all taxable periods ending on or before the Release Date and the portion through the end of the Release Date for any taxable period that includes (but does not end on) the Release Date ("Pre-Release Tax Period"), (ii) all taxes of any member of an affiliated, consolidated, combined or unitary group of which any member of the Group (or any predecessor of any of the foregoing) is or was a member on or prior to the Release Date, and (iii) any and all taxes of any person (other than any member of the Group) imposed on any member of the Group as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring before the Release. Payment in full of any amount due from the Vendor and/or Warrantor under this Clause 10.6 shall be made to the Purchaser in immediately available funds at least two business days before the date payment of the taxes to which such payment relates is due, or, if no tax is payable, within fifteen days after written demand is made for such payment. Notwithstanding the foregoing, (i) the Purchaser seeking indemnification hereunder shall provide the Vendor and the Warrantor with reasonably prompt written notice of any proposed tax adjustment that may give rise to the Vendor and Warrantor's indemnification obligation hereunder, shall cooperate with the Vendor and Warrantor and, provided that the Vendor and/or Warrantor acknowledge in writing their liability pursuant to this Clause 10.6 for indemnification with respect to the tax adjustment at issue, permit the Vendor and/or the Warrantor to participate, at their own expense, in the audit or other proceeding. Notwithstanding the preceding sentence, in the event that Vendor and/or Warrantor want to accept a proposed settlement of a tax claim for which they have an indemnity obligation pursuant to this Clause 10.6 (the "TAX SETTLEMENT OPTION") and the Purchaser determines that it prefers to pursue the tax claim further, the Purchaser may pursue the tax claim without the participation of Vendor or the Warrantor PROVIDED THAT in such case the maximum amount of liability of theVendor and the Warrantor under such tax claim shall not exceed the amount for which they would have been liable if the Tax Settlement Option were accepted. In the case of any taxable period that includes (but does not end on) the Release Date (a "STRADDLE PERIOD"), the amount of any taxes based on or measured by income or receipts of the Group or any member thereof for the Pre-Release Tax Period shall be determined based on an interim closing of the books as of the close of business on the Release Date (and for such purposes the taxable period of any partnership or other pass-through entity in which any member of the Group holds a beneficial interest shall be deemed to terminate at such time), and the amount of other taxes of the Group for a Straddle Period which relate to the Pre-Release Tax Period shall be deemed to be the amount of such tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Release Date and the denominator of which is the number of days in such Straddle Period. -38-

10.7 Limitation. For the avoidance of doubt, the liability of the Vendor and the Warrantor in respect of the Indemnity Claim by the Purchaser under this Clause 10 shall be limited or qualified to the extent as set out in Clause 8. 10.8 Indemnification by Purchaser. Subject to the limitations set forth in Clause 8.1, the Purchaser shall indemnify and defend the Vendor against and hold the Vendor harmless from any and all losses that the Vendor may incur due to: (a) any inaccuracy or breach of any of the representations and warranties of the Purchaser contained in Clause 7; or (b) the nonfulfillment or breach of any covenant, undertaking, agreement or other obligation of the Purchaser contained in this Agreement or any Ancillary Agreement.

10.7 Limitation. For the avoidance of doubt, the liability of the Vendor and the Warrantor in respect of the Indemnity Claim by the Purchaser under this Clause 10 shall be limited or qualified to the extent as set out in Clause 8. 10.8 Indemnification by Purchaser. Subject to the limitations set forth in Clause 8.1, the Purchaser shall indemnify and defend the Vendor against and hold the Vendor harmless from any and all losses that the Vendor may incur due to: (a) any inaccuracy or breach of any of the representations and warranties of the Purchaser contained in Clause 7; or (b) the nonfulfillment or breach of any covenant, undertaking, agreement or other obligation of the Purchaser contained in this Agreement or any Ancillary Agreement. 11. NON-COMPETE COVENANT 11.1 Non Competition. Each of the Vendor and the Warrantor undertakes and covenants to the Purchaser that from the date of the Release and for a period of four years after the Closing (the "Non-Compete Period"), neither it nor any of its Affiliates will and it shall procure that no Person who is set out under Schedule L will: (a) either on its own account or through any of its Affiliates, or in conjunction with or on behalf of any other Person, will on or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent or otherwise carry on any business in direct competition with the businesses (of the same business of the Group as at the date of this Agreement) of any member of the Group in Hong Kong or the PRC; and (b) either on its own account or through any of its Affiliates or in conjunction with or on behalf of any other Person, employ, solicit or entice away or attempt to employ, solicit or entice away from any member of the Group any person for the purpose of carrying on any business in direct competition with the business (of the same business of the Group as at the date of this Agreement) of any member of the Group in Hong Kong or the PRC who is or shall have been at the date of or within twelve (12) months prior to such cessation a director, officer, legal representative, manager or employee of any such member of the Group whether or not such person would commit a breach of contract by reason of leaving such employment. 11.2 Nonsolicitation of Clients. During the Non-Compete Period, neither of the Vendor nor the Warrantor shall other than in connection with his or her employment with and for the benefit of the Group, directly or indirectly, either individually or as a principal, partner, member, manager, agent, employee, employer, consultant, independent contractor, stockholder, joint venturer or investor, or as a director or officer of any corporation, limited liability company, partnership or other entity, or in any other manner or capacity whatsoever, (a) solicit or divert or attempt to solicit or divert from the Group any business with any Client; (b) solicit or divert or attempt to solicit or divert from the Group any business with any person or entity who was being solicited as a Client by the Group; -39-

(c) induce or cause, or attempt to induce or cause, any salesperson, supplier, vendor, representative, independent contractor, broker, agent or other person transacting business with any member of the Group to terminate or modify such relationship or association or to represent, distribute or sell services or products in competition with services or products of the Group; or (d) otherwise provide any services or products to any Client that are or have been provided by any member of the Group. For purposes of this Agreement, a "Client" shall mean an individual or entity to whom any member of the Group has provided analysis, services or products in Hong Kong or the PRC in respect of the businesses of the Group

(c) induce or cause, or attempt to induce or cause, any salesperson, supplier, vendor, representative, independent contractor, broker, agent or other person transacting business with any member of the Group to terminate or modify such relationship or association or to represent, distribute or sell services or products in competition with services or products of the Group; or (d) otherwise provide any services or products to any Client that are or have been provided by any member of the Group. For purposes of this Agreement, a "Client" shall mean an individual or entity to whom any member of the Group has provided analysis, services or products in Hong Kong or the PRC in respect of the businesses of the Group as at the date of this Agreement within two years prior to the commencement of and during the Non-Compete Period. 11.3 Separate Obligations. Each and every obligation under Clauses 11.1 and 11.2 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part such part or parts as are unenforceable shall be deleted from Clauses 11.1 or 11.2 and any such deletion shall not affect the enforceability of all such parts of Clauses 11.1 and 11.2 as remain not so deleted. 11.4 Reasonableness. While the restrictions contained in Clauses 11.1 and 11.2 are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Group or the Purchaser but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective. 11.5 Equitable Relief. The Parties agree that Purchaser's rights under this Clause 11 are special and unique, and that any violation thereof by either the Vendor or the Warrantor would not be adequately compensated by money damages, and the Vendor and the Warrantor hereby grants to the Purchaser the right to specifically enforce (including injunctive relief or analogous procedings) the terms of this Clause 11. In any proceeding, in equity or law, each of the Vendor and the Warrantor specifically waives any defense that there is an adequate remedy at law for any violations of the terms of this Clause 11. 11.6 Default. If there occurs a Payment Default the undertakings set out in this Clause 11 shall cease to be applicable to and binding against the Vendor and the Warrantor and each party to the deeds of non-competition undertaking and release set out in Schedule M. For purposes of this Agreement, a "Payment Default" means a failure by the Purchaser to pay any part of the Purchase Price within thirty (30) days of the Final Determination of any dispute concerning the payment or non-payment of any part of the Purchase Price. If the Purchaser and the Vendor and Warrantor do not reach an agreement with respect to the payment of any part of the Purchase Price, or the determination of any of the 2005 Amount, the 2006 Amount or the 2007 Amount, then the matter shall be referred to an arbitral tribunal for final determination pursuant to Clause 13.4; provided, that upon resolution of such matter by the arbitral tribunal, the Party that was unsuccessful in the arbitration with respect to such matter shall be solely responsible for all reasonable fees, costs and expenses -40-

relating to the arbitration. Any amount of the Purchase Price required to be paid as determined pursuant to such final arbitral determination (the "Final Determination"), shall for all purposes be considered final, accepted and approved by the Purchaser and the Vendor and the Warrantor. 12. TERMINATION 12.1 Termination. This Agreement may be terminated at any time prior to Release: (a) by the Purchaser if, between the date hereof and the Release: (i) there is a Material Adverse Change, (ii) any Key Warranties contained in this Agreement shall not have been true and correct when made or at the Release or

relating to the arbitration. Any amount of the Purchase Price required to be paid as determined pursuant to such final arbitral determination (the "Final Determination"), shall for all purposes be considered final, accepted and approved by the Purchaser and the Vendor and the Warrantor. 12. TERMINATION 12.1 Termination. This Agreement may be terminated at any time prior to Release: (a) by the Purchaser if, between the date hereof and the Release: (i) there is a Material Adverse Change, (ii) any Key Warranties contained in this Agreement shall not have been true and correct when made or at the Release or any time in between, (iii) the Vendor or the Warrantor shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it, or (iv) any company or any Person who is a party to any of the Ancillary Agreements or Management Contracts makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against such company or Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (b) by the Vendor but such termination shall be effective if, between the date hereof and the Release: (i) any representations and warranties of the Purchaser contained in this Agreement shall not have been true and correct when made, (ii) the Purchaser shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iii) the Purchaser makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Purchaser in question seeking to adjudicate the Purchaser in question bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (c) the Purchaser or the Vendor if the Release shall not have occurred by December 31, 2005; provided, however, that the right to terminate this Agreement under this Clause 12.1(c) shall not be available to any Party whose failure to fulfil any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Release to occur on or prior to such date; or (d) by the mutual written consent of the Purchaser and the Vendor. 12.2 Effect of Termination. (a) In the event of termination of this Agreement as provided in Clause 12.1 other than as provided in Clause 12.1(b), this Agreement shall forthwith become void provided that nothing herein shall relieve any party hereto from liability for any breach of this Agreement. In the event of termination of this Agreement as provided in Clause 12.1(b), this Agreement shall forthwith become void and there shall be no liability on the part of the Company provided that neither the Company nor the Purchaser shall be relieved from liability for any breach of this Agreement. -41-

(b) In the event of termination of this Agreement, the Escrow Agent shall forthwith repay the Escrowed Payment with any interest accrued thereon to the Purchaser or as the Purchaser may direct. For the avoidance of doubt, it is the intention of the Parties that no Party shall be entitled to terminate this Agreement after Release, unless with the consent of all the Parties. 13. MISCELLANEOUS 13.1 Survival of Warranties. The representations, warranties and covenants contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Release and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Purchaser.

(b) In the event of termination of this Agreement, the Escrow Agent shall forthwith repay the Escrowed Payment with any interest accrued thereon to the Purchaser or as the Purchaser may direct. For the avoidance of doubt, it is the intention of the Parties that no Party shall be entitled to terminate this Agreement after Release, unless with the consent of all the Parties. 13. MISCELLANEOUS 13.1 Survival of Warranties. The representations, warranties and covenants contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Release and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Purchaser. 13.2 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Company Shares sold hereunder transferred in accordance with the terms of the Shareholders Agreement). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 13.3 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The parties hereto irrevocably agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong in all matters arising in connection with this Agreement. 13.4 Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by binding arbitration in accordance with the UNCITRAL Arbitration Rules as present in force in the manner set forth in this Clause 13.4. (a) The procedures of this Clause 13.4 may be initiated by a written notice (a "DISPUTE NOTICE") given by one party (a "CLAIMANT") to the other, but not before thirty (30) days have passed during which the parties have been unable to reach a resolution. The Dispute Notice shall be accompanied by (i) a statement of the Claimant describing the dispute in reasonable detail and (ii) documentation, if any, supporting the Claimant's position on the dispute. Within twenty (20) days after the other party's (the "RESPONDENT") receipt of the Dispute Notice and accompanying materials, the dispute shall be resolved by binding arbitration in Hong Kong under the UNCITRAL Arbitration Rules. All arbitration procedures pursuant to this paragraph (a) shall be confidential and treated as compromise and settlement negotiations and shall not be admissible in any arbitration or other proceeding. (b) The Parties shall agree on a single arbitrator to resolve the dispute. If the Parties fail to agree on the designation of an arbitrator within a twenty (20)-day period the Hong Kong International Arbitration Centre shall be requested to designate the single arbitrator. If the arbitrator becomes disabled, resigns or is otherwise unable to discharge the arbitrator's duties, the arbitrator's successor shall be appointed in the same manner as the arbitrator was appointed. -42-

(c) Any award arising out of arbitration (i) shall be binding and conclusive upon the Parties; (ii) shall be limited to a holding for or against a party, and affording such monetary remedy as is deemed equitable, just and within the scope of this Agreement; (iii) may not include special, indirect, incidental, consequential, special, punitive or exemplary damages or diminution in value; (iv) may in appropriate circumstances include injunctive relief; and (v) may be entered in a court. (d) Arbitration shall not be deemed a waiver of any right of termination under this Agreement, and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to termination in accordance with this Agreement. (e) The arbitrator may not limit, expand or otherwise modify the terms of this Agreement.

(c) Any award arising out of arbitration (i) shall be binding and conclusive upon the Parties; (ii) shall be limited to a holding for or against a party, and affording such monetary remedy as is deemed equitable, just and within the scope of this Agreement; (iii) may not include special, indirect, incidental, consequential, special, punitive or exemplary damages or diminution in value; (iv) may in appropriate circumstances include injunctive relief; and (v) may be entered in a court. (d) Arbitration shall not be deemed a waiver of any right of termination under this Agreement, and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to termination in accordance with this Agreement. (e) The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. (f) Each party shall bear its own expenses incurred in any arbitration or litigation, but any expenses related to the compensation and the costs of the arbitrator shall be borne equally by the Parties to the dispute. (g) If any action or proceeding is commenced to construe or enforce this Agreement or the rights and duties of the Parties hereunder, then the Party prevailing in that action, and any appeal thereof, shall be entitled to recover its attorney's fees and costs in that action or proceeding, as well as all costs and fees of any appeal or action to enforce any judgment entered in connection therewith. 13.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 13.7 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon postal service delivery, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof or by facsimile at the facsimile number set out on the signature page hereof, or at such other address or facsimile number as such party may designate by two (2) days' advance written notice to the other parties. 13.8 Expenses. Each of the parties hereto shall be responsible for its own costs and expenses incurred in the preparation, negotiation and execution of this Agreement. Each member of the Group shall pay and shall be responsible for all transfer, documentary, sales, use, stamp, registration and other such taxes and fees (including penalties and interest but not including any income taxes) incurred by each such company in connection with this Agreement and the Ancillary Agreements. 13.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms. -43-

13.10 Entire Agreement. This Agreement, the Ancillary Agreements and the Management Contracts supersedes all other agreements including the Interim Agreement and constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. - EXECUTION PAGE FOLLOWS -44-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

13.10 Entire Agreement. This Agreement, the Ancillary Agreements and the Management Contracts supersedes all other agreements including the Interim Agreement and constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. - EXECUTION PAGE FOLLOWS -44-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE COMPANY For and on behalf of MING SHING INTERNATIONAL LIMITED Per:
/s/ Lu Chin Chien ------------------------------------Authorized Signatory

Address of the Company: P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Telephone: Facsimile: -45-

THE PURCHASER For and on behalf of XINHUA FINANCE LIMITED Per:
/s/ Fredy Bush ------------------------------------Authorized Signatory

Address of the Purchaser: Room 2003-4, Vicwood Plaza 199 Des Voeux Road Central Hong Kong Attn.: General Counsel Telephone: (852) 3102 3939 Facsimile: (852) 2541 8266 -46-

THE VENDOR

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE COMPANY For and on behalf of MING SHING INTERNATIONAL LIMITED Per:
/s/ Lu Chin Chien ------------------------------------Authorized Signatory

Address of the Company: P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Telephone: Facsimile: -45-

THE PURCHASER For and on behalf of XINHUA FINANCE LIMITED Per:
/s/ Fredy Bush ------------------------------------Authorized Signatory

Address of the Purchaser: Room 2003-4, Vicwood Plaza 199 Des Voeux Road Central Hong Kong Attn.: General Counsel Telephone: (852) 3102 3939 Facsimile: (852) 2541 8266 -46-

THE VENDOR
/s/ Lu Chin Chien ------------------------------------Name: LU CHIN CHIEN

Address of the Vendor: 102, No. 22, Tongji Green Park, Yangpu District, Shanghai, PRC Telephone:

THE PURCHASER For and on behalf of XINHUA FINANCE LIMITED Per:
/s/ Fredy Bush ------------------------------------Authorized Signatory

Address of the Purchaser: Room 2003-4, Vicwood Plaza 199 Des Voeux Road Central Hong Kong Attn.: General Counsel Telephone: (852) 3102 3939 Facsimile: (852) 2541 8266 -46-

THE VENDOR
/s/ Lu Chin Chien ------------------------------------Name: LU CHIN CHIEN

Address of the Vendor: 102, No. 22, Tongji Green Park, Yangpu District, Shanghai, PRC Telephone: Facsimile: -47-

THE WARRANTOR
/s/ Li Tong ------------------------------------Name: LI TONG

Address of the Warrantor: No. 2403, Entrance B No. 4 Building, Block One Fangcheng Garden, Fengtai District Beijing, the People's Republic of China Telephone: Facsimile: -48-

THE VENDOR
/s/ Lu Chin Chien ------------------------------------Name: LU CHIN CHIEN

Address of the Vendor: 102, No. 22, Tongji Green Park, Yangpu District, Shanghai, PRC Telephone: Facsimile: -47-

THE WARRANTOR
/s/ Li Tong ------------------------------------Name: LI TONG

Address of the Warrantor: No. 2403, Entrance B No. 4 Building, Block One Fangcheng Garden, Fengtai District Beijing, the People's Republic of China Telephone: Facsimile: -48-

SCHEDULE A CORPORATE DETAILS OF THE COMPANY MING SHING INTERNATIONAL LIMITED
Date and place of Incorporation Registered Address British Virgin Islands P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of US$1.00 each 1,000 shares of US$1.00 each Shareholder Name ---------------Lu Chin Chien TOTAL: Director Lu Chin Chien No. of Ordinary Shares ---------------------1,000 ----1,000 =====

Authorized share capital

Issued share capital Shareholder

THE WARRANTOR
/s/ Li Tong ------------------------------------Name: LI TONG

Address of the Warrantor: No. 2403, Entrance B No. 4 Building, Block One Fangcheng Garden, Fengtai District Beijing, the People's Republic of China Telephone: Facsimile: -48-

SCHEDULE A CORPORATE DETAILS OF THE COMPANY MING SHING INTERNATIONAL LIMITED
Date and place of Incorporation Registered Address British Virgin Islands P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of US$1.00 each 1,000 shares of US$1.00 each Shareholder Name ---------------Lu Chin Chien TOTAL: Director Lu Chin Chien No. of Ordinary Shares ---------------------1,000 ----1,000 =====

Authorized share capital

Issued share capital Shareholder

-49-

SCHEDULE B SCHEDULE OF THE GROUP At Release, the Group shall be comprised of the following, all free and clear of all Encumbrances. Company owns the following companies: (1) all the shares in Upper Will which, in turn, holds the entire issued share capital in Active and which, in turn, holds 100% interests in Huoli; (2) indirect control (through Purchser's Nominees) 100% interest in Taide which, in turn, holds the following: (i) 80% interest in Beijing Longmei;

SCHEDULE A CORPORATE DETAILS OF THE COMPANY MING SHING INTERNATIONAL LIMITED
Date and place of Incorporation Registered Address British Virgin Islands P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of US$1.00 each 1,000 shares of US$1.00 each Shareholder Name ---------------Lu Chin Chien TOTAL: Director Lu Chin Chien No. of Ordinary Shares ---------------------1,000 ----1,000 =====

Authorized share capital

Issued share capital Shareholder

-49-

SCHEDULE B SCHEDULE OF THE GROUP At Release, the Group shall be comprised of the following, all free and clear of all Encumbrances. Company owns the following companies: (1) all the shares in Upper Will which, in turn, holds the entire issued share capital in Active and which, in turn, holds 100% interests in Huoli; (2) indirect control (through Purchser's Nominees) 100% interest in Taide which, in turn, holds the following: (i) 80% interest in Beijing Longmei; (ii) 80% interest in Beijing Jinlong; (iii) 80% interest in Yuanxin; (iv) 80% interest in Shangtuo Zhiyang. -50-

SCHEDULE C LIST OF INTERNAL CONTROL AGREEMENTS A. FOR TAIDE 1. FOR LI TONG a) Equity pledge agreement among Li Tong, Huoli and Taide;

SCHEDULE B SCHEDULE OF THE GROUP At Release, the Group shall be comprised of the following, all free and clear of all Encumbrances. Company owns the following companies: (1) all the shares in Upper Will which, in turn, holds the entire issued share capital in Active and which, in turn, holds 100% interests in Huoli; (2) indirect control (through Purchser's Nominees) 100% interest in Taide which, in turn, holds the following: (i) 80% interest in Beijing Longmei; (ii) 80% interest in Beijing Jinlong; (iii) 80% interest in Yuanxin; (iv) 80% interest in Shangtuo Zhiyang. -50-

SCHEDULE C LIST OF INTERNAL CONTROL AGREEMENTS A. FOR TAIDE 1. FOR LI TONG a) Equity pledge agreement among Li Tong, Huoli and Taide; b) Exclusive conditional equity purchase agreement between Li Tong and Huoli; c) Subrogation agreement among Li Tong, Huoli and Taide; and 2. FOR MO HAI HONG a) Equity pledge agreement among Mo Hai Hong, Huoli and Taide; b) Exclusive conditional equity purchase agreement between Mo Hai Hong and Huoli; c) Subrogation agreement among Mo Hai Hong, Huoli and Taide B. FOR SHENZHEN ACTIVE TRINITY 1. FOR WANG YONG HONG a) Secured promissory note to be issued by Wang Yong Hong in favour of Huoli; b) Equity pledge agreement among Wang Yong Hong, Huoli and Shenzhen Active Trinity; c) Exclusive conditional equity purchase agreement between Wang Yong Hong and Huoli; d) Subrogation agreement among Wang Yong Hong, Huoli and Shenzhen Active Trinity;

SCHEDULE C LIST OF INTERNAL CONTROL AGREEMENTS A. FOR TAIDE 1. FOR LI TONG a) Equity pledge agreement among Li Tong, Huoli and Taide; b) Exclusive conditional equity purchase agreement between Li Tong and Huoli; c) Subrogation agreement among Li Tong, Huoli and Taide; and 2. FOR MO HAI HONG a) Equity pledge agreement among Mo Hai Hong, Huoli and Taide; b) Exclusive conditional equity purchase agreement between Mo Hai Hong and Huoli; c) Subrogation agreement among Mo Hai Hong, Huoli and Taide B. FOR SHENZHEN ACTIVE TRINITY 1. FOR WANG YONG HONG a) Secured promissory note to be issued by Wang Yong Hong in favour of Huoli; b) Equity pledge agreement among Wang Yong Hong, Huoli and Shenzhen Active Trinity; c) Exclusive conditional equity purchase agreement between Wang Yong Hong and Huoli; d) Subrogation agreement among Wang Yong Hong, Huoli and Shenzhen Active Trinity; e) Declaration by spouse of Wang Yong Hong; f) Directors' resolution of Shenzhen Active Trinity approving the internal arrangements; g) Waiver of right of first refusal of equity interest in Shenzhen Active Trinity; h) Letter of resignation signed in blank by directors of Shenzhen Active Trinity; i) Shareholders' resolution of Shenzhen Active Trinity signed in blank approving resignation of directors of Shenzhen Active Trinity; j) Letter of resignation signed in blank by legal representative of Shenzhen Active Trinity; and k) Shareholders' resolution of Shenzhen Active Trinity signed in blank approving resignation of legal representative of Shenzhen Active Trinity; and 2. FOR ERIC AN a) Secured promissory note to be issued by Wang Yong Hong in favour of Huoli; b) Equity pledge agreement among Wang Yong Hong, Huoli and Shenzhen Active Trinity; c) Exclusive conditional equity purchase agreement between Wang Yong Hong and Huoli;

d) Subrogation agreement among Wang Yong Hong, Huoli and Shenzhen Active Trinity; e) Declaration by spouse of Wang Yong Hong; f) Directors' resolution of Shenzhen Active Trinity approving the internal arrangements; g) Waiver of right of first refusal of equity interest in Shenzhen Active Trinity; h) Letter of resignation signed in blank by directors of Shenzhen Active Trinity; i) Shareholders' resolution of Shenzhen Active Trinity signed in blank approving resignation of directors of Shenzhen Active Trinity; j) Letter of resignation signed in blank by legal representative of Shenzhen Active Trinity; and k) Shareholders' resolution of Shenzhen Active Trinity signed in blank approving resignation of legal representative of Shenzhen Active Trinity. -51-

SCHEDULE D CORPORATE DETAILS OF THE GROUP IMMEDIATELY FOLLOWING THE RELEASE AND AT CLOSING THE COMPANY
Date and place of Incorporation Registered Address British Virgin Islands P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of US$1.00 each 1,000 shares of US$1,000 each Shareholder Name ---------------Xinhua Finance Limited TOTAL: Director Lu Chin Chien Li Tong Loretta Fredy Bush* John Michael Barbera* Chi Sum Andrew Chang* * UPPER WILL Date and place of Incorporation Registered Address 10 November 2005, British Virgin Islands P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of US$1.00 each US$2.00 divided into 2 shares of US$1.00 each Shareholder Name ---------------Ming Shing International Limited No. of Ordinary Shares ---------------------2 To be nominated on 2 January 2006 No. of Ordinary Shares ---------------------1,000 ----1,000 =====

Authorized share capital

Issued share capital Shareholder

Authorized share capital

Issued share capital Shareholder

SCHEDULE D CORPORATE DETAILS OF THE GROUP IMMEDIATELY FOLLOWING THE RELEASE AND AT CLOSING THE COMPANY
Date and place of Incorporation Registered Address British Virgin Islands P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of US$1.00 each 1,000 shares of US$1,000 each Shareholder Name ---------------Xinhua Finance Limited TOTAL: Director Lu Chin Chien Li Tong Loretta Fredy Bush* John Michael Barbera* Chi Sum Andrew Chang* * UPPER WILL Date and place of Incorporation Registered Address 10 November 2005, British Virgin Islands P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands US$50,000 divided into 50,000 shares of US$1.00 each US$2.00 divided into 2 shares of US$1.00 each Shareholder Name ---------------Ming Shing International Limited No. of Ordinary Shares ---------------------2 To be nominated on 2 January 2006 No. of Ordinary Shares ---------------------1,000 ----1,000 =====

Authorized share capital

Issued share capital Shareholder

Authorized share capital

Issued share capital Shareholder

-52TOTAL: Directors Lit Ying Yeung Li Tong Loretta Fredy Bush* John Michael Barbera* Chi Sum Andrew Chang* * ACTIVE Date of Incorporation Place of Incorporation Certificate of Incorporation No. Business Registration No. Authorized Capital Address of Registered Office 17 February 1997 Hong Kong 595557 20667773-000-02-05-7 HK$10,000.00 divided into 10,000 ordinary shares of HK$1.00 each 21/F., On Hong Commercial Building, 145 Hennessy Road, Wanchai, Hong Kong. To be nominated on 2 January 2006 2

TOTAL: Directors Lit Ying Yeung Li Tong Loretta Fredy Bush* John Michael Barbera* Chi Sum Andrew Chang* * ACTIVE Date of Incorporation Place of Incorporation Certificate of Incorporation No. Business Registration No. Authorized Capital Address of Registered Office Location of Statutory Records Location of Common Seal Shareholding Structure

2

To be nominated on 2 January 2006

Names of Directors

17 February 1997 Hong Kong 595557 20667773-000-02-05-7 HK$10,000.00 divided into 10,000 ordinary shares of HK$1.00 each 21/F., On Hong Commercial Building, 145 Hennessy Road, Wanchai, Hong Kong. 21/F., On Hong Commercial Building, 145 Hennessy Road, Wanchai, Hong Kong. 21/F., On Hong Commercial Building, 145 Hennessy Road, Wanchai, Hong Kong. Registered No of shares Shareholder Beneficial Owner held ------------------------------------Upper Will 2 Lit Ying Yeung Li Tong Loretta Fredy Bush* John Michael Barbera* Chi Sum Andrew Chang* * To be nominated on 2 January 2006

Name of Company Secretary Name of Auditors Subsidiaries and Shareholdings

Lit Ying Yeung Sunny Leung & Company, Certified Public Accountants Holding 100% of the total equity interest in Huoli

-53-

CORPORATE DETAILS OF THE PRC COMPANIES
HUOLI Registered capital Shareholder and its shareholding Scope of operation US$300,000 Active 100% Design, production, agency, distribution of advertisements. Illegal operations are prohibited. Licenses are obtained where necessary. NIL Wang Yong Hong An Li Zhang Zhang Wen Jin Lit Ying Yeung Li Tong

Subsidiaries and Shareholdings Directors

TAIDE Registered capital Shareholder and its shareholding RMB 10 million Wang Yong Hong holds 50% equity Eric An holds 50% equity

CORPORATE DETAILS OF THE PRC COMPANIES
HUOLI Registered capital Shareholder and its shareholding Scope of operation US$300,000 Active 100% Design, production, agency, distribution of advertisements. Illegal operations are prohibited. Licenses are obtained where necessary. NIL Wang Yong Hong An Li Zhang Zhang Wen Jin Lit Ying Yeung Li Tong

Subsidiaries and Shareholdings Directors

TAIDE Registered capital Shareholder and its shareholding RMB 10 million Wang Yong Hong holds 50% equity Eric An holds 50% equity Design, production, agency, distribution of advertisements, adversting consulting etc. Holder of 80% of the total equity interest in each of Shangtuo Zhiyang, Beijing Longmei, Beijing Jinlong and Yuanxin Wang Yong Hong An Li Zhang Zhang Wen Jin Lit Ying Yeung Li Tong

Scope of operation

Subsidiaries and Shareholdings

Directors

BEIJING JINLONG Registered capital Shareholder and its shareholding RMB 500 thousand Taide holds 80% equity Zhou Jia and Zhang Yuyu holds 10% respectively Design, production, agency, distribution of advertisements, adversting consulting etc. NIL Liu Weidong

Scope of operation

Subsidiaries and Shareholdings Director

-54BEIJING LONGMEI Registered capital Shareholder and its shareholding RMB 500 thousand Taide holds 80% equity Zhou Jia and Zhang Yiran holds 10% respectively Design, production and distribution of advertisements NIL

Scope of operation

Subsidiaries and Shareholdings

BEIJING LONGMEI Registered capital Shareholder and its shareholding RMB 500 thousand Taide holds 80% equity Zhou Jia and Zhang Yiran holds 10% respectively Design, production and distribution of advertisements NIL Liu Weidong

Scope of operation

Subsidiaries and Shareholdings Director YUANXIN Registered capital Shareholder and its shareholding

RMB 2 million Taide holds 80% equity Mo Haihong holds 20% equity Subcontracts of advertising design, production, agency, distribution of advertisements, information consulting etc. Licenses are obtained where necessary. NIL Liu Weidong

Scope of operation

Subsidiaries and Shareholdings Director SHANGTUO ZHIYANG Registered capital Shareholder and its shareholding

RMB 1 million Taide holds 80% equity Wang Xiaoyu holds 20% equity NIL Zhang Wen Jin An Li Zhang Wang Xiaoyu

Subsidiaries and Shareholdings Directors

SHENZHEN ACTIVE TRINITY Registered capital Shareholder and its shareholding [To be Finalized] Zhang Wen Jin holds 50% equity Eric An holds 50% equity [To be Finalized] NIL

Scope of operation Subsidiaries and Shareholdings

-55-

SCHEDULE E MATERIAL CONTRACTS [List of onshore and offshore material contracts, which include agreements such as volume discount agreements, distribution agreements, service provision agreements and exclusive agency agreements.] -56-

SCHEDULE F

SCHEDULE E MATERIAL CONTRACTS [List of onshore and offshore material contracts, which include agreements such as volume discount agreements, distribution agreements, service provision agreements and exclusive agency agreements.] -56-

SCHEDULE F LEASES [List of leases under each subsidiary.] -57-

SCHEDULE G [Form of management contracts between Active Advertising Agency Co., Ltd. And its executives.] -58-

SCHEDULE H LIST OF BANK ACCOUNTS AND DETAILS [List of bank accounts under the PRC companies.] -59-

SCHEDULE I LIST OF KEY MANAGEMENT TEAM [Names of key officers of the PRC companies.] -60-

SCHEDULE J COMPANY'S DELIVERABLES THE COMPANY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG) 1. Certificate of Incorporation of the Company (2.4(a) + 2.5(j)); 2. Memorandum and Articles of Association of the Company (2.4(a) + 2.5(j)); 3. Certified copy of the articles of association of the Company (2.5(a)(ii));

SCHEDULE F LEASES [List of leases under each subsidiary.] -57-

SCHEDULE G [Form of management contracts between Active Advertising Agency Co., Ltd. And its executives.] -58-

SCHEDULE H LIST OF BANK ACCOUNTS AND DETAILS [List of bank accounts under the PRC companies.] -59-

SCHEDULE I LIST OF KEY MANAGEMENT TEAM [Names of key officers of the PRC companies.] -60-

SCHEDULE J COMPANY'S DELIVERABLES THE COMPANY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG) 1. Certificate of Incorporation of the Company (2.4(a) + 2.5(j)); 2. Memorandum and Articles of Association of the Company (2.4(a) + 2.5(j)); 3. Certified copy of the articles of association of the Company (2.5(a)(ii)); 4. Statutory records of the Company which comprise (2.4(a) + 2.5(j)): a) Register of directors; b) Register of members; c) Register of transfers; d) Register of secretary;

SCHEDULE G [Form of management contracts between Active Advertising Agency Co., Ltd. And its executives.] -58-

SCHEDULE H LIST OF BANK ACCOUNTS AND DETAILS [List of bank accounts under the PRC companies.] -59-

SCHEDULE I LIST OF KEY MANAGEMENT TEAM [Names of key officers of the PRC companies.] -60-

SCHEDULE J COMPANY'S DELIVERABLES THE COMPANY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG) 1. Certificate of Incorporation of the Company (2.4(a) + 2.5(j)); 2. Memorandum and Articles of Association of the Company (2.4(a) + 2.5(j)); 3. Certified copy of the articles of association of the Company (2.5(a)(ii)); 4. Statutory records of the Company which comprise (2.4(a) + 2.5(j)): a) Register of directors; b) Register of members; c) Register of transfers; d) Register of secretary; e) Register of charges; f) Minutes of all directors' meeting and directors' resolution; g) Minutes of all shareholders' meeting and shareholders' resolution; 5. Share certificate book of the Company (2.4(a) + 2.5(j)); 6. Company chop and company seal (2.4(a) + 2.5(j));

SCHEDULE H LIST OF BANK ACCOUNTS AND DETAILS [List of bank accounts under the PRC companies.] -59-

SCHEDULE I LIST OF KEY MANAGEMENT TEAM [Names of key officers of the PRC companies.] -60-

SCHEDULE J COMPANY'S DELIVERABLES THE COMPANY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG) 1. Certificate of Incorporation of the Company (2.4(a) + 2.5(j)); 2. Memorandum and Articles of Association of the Company (2.4(a) + 2.5(j)); 3. Certified copy of the articles of association of the Company (2.5(a)(ii)); 4. Statutory records of the Company which comprise (2.4(a) + 2.5(j)): a) Register of directors; b) Register of members; c) Register of transfers; d) Register of secretary; e) Register of charges; f) Minutes of all directors' meeting and directors' resolution; g) Minutes of all shareholders' meeting and shareholders' resolution; 5. Share certificate book of the Company (2.4(a) + 2.5(j)); 6. Company chop and company seal (2.4(a) + 2.5(j)); 7. Documents relating to the transfer of the Sale Shares: a) Undated instrument of transfer executed by Lu for the transfer of the Sale Shares by the Vendor in favour of the Purchaser (2.5(a));

SCHEDULE I LIST OF KEY MANAGEMENT TEAM [Names of key officers of the PRC companies.] -60-

SCHEDULE J COMPANY'S DELIVERABLES THE COMPANY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG) 1. Certificate of Incorporation of the Company (2.4(a) + 2.5(j)); 2. Memorandum and Articles of Association of the Company (2.4(a) + 2.5(j)); 3. Certified copy of the articles of association of the Company (2.5(a)(ii)); 4. Statutory records of the Company which comprise (2.4(a) + 2.5(j)): a) Register of directors; b) Register of members; c) Register of transfers; d) Register of secretary; e) Register of charges; f) Minutes of all directors' meeting and directors' resolution; g) Minutes of all shareholders' meeting and shareholders' resolution; 5. Share certificate book of the Company (2.4(a) + 2.5(j)); 6. Company chop and company seal (2.4(a) + 2.5(j)); 7. Documents relating to the transfer of the Sale Shares: a) Undated instrument of transfer executed by Lu for the transfer of the Sale Shares by the Vendor in favour of the Purchaser (2.5(a)); b) Certified copy of the directors' resolution approving the transfer of the Sale Shares (2.5(a)(iii)); 8. Documents relating to the resignation and appointment of directors and chairman: a) Directors' meeting approving the appointment of John Barbera, Fredy Bush, Andrew Chang and Li Tong as additional directors and Fredy Bush as chairman nominated by the Purchaser (2.11 & 2.5(j)); b) Consent to act as director for each of:

SCHEDULE J COMPANY'S DELIVERABLES THE COMPANY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG) 1. Certificate of Incorporation of the Company (2.4(a) + 2.5(j)); 2. Memorandum and Articles of Association of the Company (2.4(a) + 2.5(j)); 3. Certified copy of the articles of association of the Company (2.5(a)(ii)); 4. Statutory records of the Company which comprise (2.4(a) + 2.5(j)): a) Register of directors; b) Register of members; c) Register of transfers; d) Register of secretary; e) Register of charges; f) Minutes of all directors' meeting and directors' resolution; g) Minutes of all shareholders' meeting and shareholders' resolution; 5. Share certificate book of the Company (2.4(a) + 2.5(j)); 6. Company chop and company seal (2.4(a) + 2.5(j)); 7. Documents relating to the transfer of the Sale Shares: a) Undated instrument of transfer executed by Lu for the transfer of the Sale Shares by the Vendor in favour of the Purchaser (2.5(a)); b) Certified copy of the directors' resolution approving the transfer of the Sale Shares (2.5(a)(iii)); 8. Documents relating to the resignation and appointment of directors and chairman: a) Directors' meeting approving the appointment of John Barbera, Fredy Bush, Andrew Chang and Li Tong as additional directors and Fredy Bush as chairman nominated by the Purchaser (2.11 & 2.5(j)); b) Consent to act as director for each of: i. John Barbera, ii. Fredy Bush iii. Andrew Chang iv. Li Tong 9. Authorization given by the Company to the Company's agent in the British Virgin Islands responsible for

keeping the originals of its corporate records to receive and accept instructions from the Purchaser and its agents and acknowledged by such British Virgin Islands agent, all in form and substance satisfactory to the Purchaser (2.4(b)); -61-

10. Certificate issued by an officer of the Company confirming that the Company is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings contained in the Share Purchase Agreement (2.4(c)); 11. Written confirmation by the Vendor that the Vendor is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings contained in the Agreement (2.5(f)). -62-

SCHEDULE K REORGANIZATION DELIVERABLES THE ORIGINALS OF EACH OF THE FOLLOWING UNLESS OTHERWISE INDICATED: A. BEIJING TAIDE ADVERTISING CO., LTD. (TO BE DELIVERED AT OFFICE OF LLINKS, BEIJING) 1. Original and duplicate of Business License 2. Original and duplicate of PRC Institution Code 3. Company's Chop 4. Financial Chop 5. Contract Chop (If any, and written confirmation in case there is no such chop) 6. Original and duplicate of tax registration certificate for state and local tax 7. Management contracts 8. Non-competition agreement 9. Deliverables regarding the equity transfer from Li, tong and Mo, Haihong to the nominees of XFL Such documents shall include all documents submitted to the SAIC, including but not limited to the following) (1) Minute of shareholders meeting on the equity transfer and amended AOA reflecting, new shareholders and new legal representative (2) Declaration of the other shareholders on the waiver of preemptive rights (3) Equity Transfer Agreement (4) Signed internal control documents (As listed under paragraph 11) (5) Application of change (6) New capital verification certification (with company chop) (7) New shareholders' register (with company chop)

10. Certificate issued by an officer of the Company confirming that the Company is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings contained in the Share Purchase Agreement (2.4(c)); 11. Written confirmation by the Vendor that the Vendor is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings contained in the Agreement (2.5(f)). -62-

SCHEDULE K REORGANIZATION DELIVERABLES THE ORIGINALS OF EACH OF THE FOLLOWING UNLESS OTHERWISE INDICATED: A. BEIJING TAIDE ADVERTISING CO., LTD. (TO BE DELIVERED AT OFFICE OF LLINKS, BEIJING) 1. Original and duplicate of Business License 2. Original and duplicate of PRC Institution Code 3. Company's Chop 4. Financial Chop 5. Contract Chop (If any, and written confirmation in case there is no such chop) 6. Original and duplicate of tax registration certificate for state and local tax 7. Management contracts 8. Non-competition agreement 9. Deliverables regarding the equity transfer from Li, tong and Mo, Haihong to the nominees of XFL Such documents shall include all documents submitted to the SAIC, including but not limited to the following) (1) Minute of shareholders meeting on the equity transfer and amended AOA reflecting, new shareholders and new legal representative (2) Declaration of the other shareholders on the waiver of preemptive rights (3) Equity Transfer Agreement (4) Signed internal control documents (As listed under paragraph 11) (5) Application of change (6) New capital verification certification (with company chop) (7) New shareholders' register (with company chop) 9. AIC's reply indicating acceptance of application for equity transfer 10. Li Tong and Mo Hai Hong executed a written agreement undertaking to sign a written confirmation on receipt of purchase money after release by Xinhua.

SCHEDULE K REORGANIZATION DELIVERABLES THE ORIGINALS OF EACH OF THE FOLLOWING UNLESS OTHERWISE INDICATED: A. BEIJING TAIDE ADVERTISING CO., LTD. (TO BE DELIVERED AT OFFICE OF LLINKS, BEIJING) 1. Original and duplicate of Business License 2. Original and duplicate of PRC Institution Code 3. Company's Chop 4. Financial Chop 5. Contract Chop (If any, and written confirmation in case there is no such chop) 6. Original and duplicate of tax registration certificate for state and local tax 7. Management contracts 8. Non-competition agreement 9. Deliverables regarding the equity transfer from Li, tong and Mo, Haihong to the nominees of XFL Such documents shall include all documents submitted to the SAIC, including but not limited to the following) (1) Minute of shareholders meeting on the equity transfer and amended AOA reflecting, new shareholders and new legal representative (2) Declaration of the other shareholders on the waiver of preemptive rights (3) Equity Transfer Agreement (4) Signed internal control documents (As listed under paragraph 11) (5) Application of change (6) New capital verification certification (with company chop) (7) New shareholders' register (with company chop) 9. AIC's reply indicating acceptance of application for equity transfer 10. Li Tong and Mo Hai Hong executed a written agreement undertaking to sign a written confirmation on receipt of purchase money after release by Xinhua. -63-

B. BEIJING LONGMEI TELEVISION AND BROADCAST ADVERTISING CO., LTD. (TO BE DELIVERED AT OFFICE OF LLINKS, BEIJING) 11. Original and duplicate of Business License 12. Original and duplicate of PRC Institution Code

B. BEIJING LONGMEI TELEVISION AND BROADCAST ADVERTISING CO., LTD. (TO BE DELIVERED AT OFFICE OF LLINKS, BEIJING) 11. Original and duplicate of Business License 12. Original and duplicate of PRC Institution Code 13. Company's Chop 14. Financial Chop 15. Contract chop (If any, and written confirmation in case there is no such chop) 16. Original and duplicate of tax registration certificate (state and local tax) 17. New articles of association 18. Management contracts 19. Deliverables regarding the equity transfer of Beijing Taide acquiring 80% equity interests, including but not limited to: (1) Application for change (2) Minute of shareholders meeting approving the equity transfer and amendment to AOA (3) Letter of resignation signed in blank by the two existing directors; (4) Declaration of the other shareholders on the waiver of preemptive rights (5) Equity Transfer Agreement (6) The revised Article of Association after the equity transfer (7) The Investment Certificates issued by the Company to the shareholders after the equity transfer (8) The list of shareholders after the equity transfer (9) Confirmation that transferee has received all equity transfer consideration C BEIJING JINLONG RUNXIN ADVERTISING CO., LTD. (TO BE DELIVERED AT OFFICE OF LLINKS, BEIJING) 1. Original and duplicate of Business License 2. Original and duplicate of PRC Institution Code 3. Company's Chop -64-

4. Financial chop 5. If any, and written confirmation in case there is no such chop 6. Tax registration (state and local)

4. Financial chop 5. If any, and written confirmation in case there is no such chop 6. Tax registration (state and local) 7. New articles of association 8. Management contract 9. Non-compete agreement 10. Deliverables regarding the equity transfer of Beijing Taide acquiring 80% equity interests (1) Certified copy of Application of change (2) Minute of shareholders meeting on the equity transfer (3) Letter of resignation by existing director; (4) Declaration of the other shareholders on the waiver of preemptive rights (5) Equity Transfer Agreement (6) The revised Article of Association after the equity transfer (7) The Investment Certificates issued by the Company to the shareholders after the equity transfer (8) The list of shareholders after the equity transfer (9) Confirmation from the transferee of receipt of all consideration for equity transfer (10) Taide already holds 80% equity of the Company and other commerce and industry registration certifying the completion of restructuring D SHANGHAI YUANXIN ADVERTISING CO., LTD. (TO BE DELIVERED AT OFFICE OF LLINKS, SHANGHAI) 1. Original and duplicate of Business License 2. Original and duplicate of PRC Institution Code 3. Company's Chop 4. Financial chop 5. Contract chop (If any, and written confirmation in case there is no such chop) 6. Tax registration (original and copy, including state and local) -65-

7. New articles of association 8. Management contract 9. Non-compete agreement

7. New articles of association 8. Management contract 9. Non-compete agreement 10. Deliverables regarding the equity transfer of Beijing Taide acquiring 80% equity interests (1) Minute of shareholders meeting on the equity transfer (2) Declaration of the other shareholders on the waiver of preemptive rights (3) Equity Transfer Agreement (4) The revised Article of Association after the equity transfer (5) The Investment Certificates issued by the Company to the shareholders after the equity transfer (6) The list of shareholders after the equity transfer (7) Transferor has already received a written confirmation on receipt of all purchase price. 11. Shareholders resolution and all other necessary documents to amend the AoA such that shareholders' approval will be passed by a simple majority. E SHANGTUO ZHIYANG INTERNATIONAL ADVERTISING CO., LTD. (TO BE DELIVERED AT OFFICE OF LLINKS, BEIJING) 1. Original and duplicate of Business License 2. Original and duplicate of PRC Institution Code (If any, written confirmation is required if such certificate not obtained) 3. Company's Chop 4. Financial Chop 5. Article of Association 6. Contract chop (If any, and written confirmation in case there is no such chop) 7. The Company signs a written deed undertaking to transfer the financial privilege to Xinhua's designated personnel upon receipt of such privilege. 8. Tax registration (orginal and copy, including state and local) (If any, written confirmation is required if such certificate not obtained) 9. Capital inspection and related bank statements upon the Company's -66-

incorporation Capital Verification Report on the set up of the company or other similar documents 10. The lease contract on the registered office

incorporation Capital Verification Report on the set up of the company or other similar documents 10. The lease contract on the registered office 11. The list of shareholders of the company 12. The Investment Certificates issued by the Company to the shareholders 13. The Employment Agreement between the company and the new employees 14. Management Contract 15. Non-compete agreement F ACTIVE ADVERTISING CO., LTD. (GUANGZHOU)(TO BE DELIVERED AT OFFICE OF PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONGKONG) 1. Original and duplicate of Business License 2. Original and duplicate of PRC Institution Code 3. Company's Chop 4. Certificate of approval for foreign invested enterprise 5. Approval for the establishment of the company 6. Capital verification report 7. New articles of association 8. Foreign exchange registration certificate 9. Original and duplicate tax registration certificate (state and local tax) 10. Financial registration certificate 11. Social insurance registration certificate 12. Account opening permit 13. Financial chop 14. Contract chop (If any, and written confirmation in case there is no such chop) 15. Management contract (References to clauses herein are references to clauses of the Agreement.) -67-

G THE COMPANY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG)

G THE COMPANY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG) 1. Certificate of Incorporation of the Company (2.4(a) + 2.5(j)); 2. Memorandum and Articles of Association of the Company (2.4(a) + 2.5(j)); 3. Certified copy of the articles of association of the Company (2.5(a)(ii)); 4. Statutory records of the Company which comprise (2.4(a) + 2.5(j)): a) Register of directors; b) Register of members; c) Register of transfers; d) Register of secretary; e) Register of charges; f) Minutes of all directors' meeting and directors' resolution; g) Minutes of all shareholders' meeting and shareholders' resolution; 5) Share certificate book of the Company (2.4(a) + 2.5(j)); 6) Company chop and company seal (2.4(a) + 2.5(j)); 7) Documents relating to the transfer of the Sale Shares: a) Undated instrument of transfer executed by Lu for the transfer of the Sale Shares by the Vendor in favour of the Purchaser (2.5(a)); b) Certified copy of the directors' resolution approving the transfer of the Sale Shares (2.5(a)(iii)); 8. Documents relating to the resignation and appointment of directors and chairman: 1. Directors' meeting approving the appointment of John Barbera, Fredy Bush, Andrew Chang and Li Tong as additional directors and such person as chairman nominated by the Purchaser (2.11 & 2.5(j)); 2. Consent to act as director for each of: i. John Barbera, ii. Fredy Bush iii. Andrew Chang iv. Li Tong 9. Authorization given by the Company to the Company's agent in the British Virgin Islands responsible for keeping the originals of its corporate records to receive and accept instructions from the Purchaser and its agents and acknowledged by such British Virgin Islands agent, all in form and substance satisfactory to the Purchaser (2.4(b));

10. Certificate issued by an officer of the Company confirming that the Company is not aware of any matter or thing which is in breach of or inconsistent with any of the -68-

representations, warranties and undertakings contained in the Share Purchase Agreement (2.4(c)); 11. Written confirmation by the Vendor that the Vendor is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings contained in the Agreement (2.5(f)). H UPPER WILL (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG) Pursuant to Clause 2.5(j) of the SPA. 1. Certificate of Incorporation of Upper Will (2.5(j)); 2. Memorandum and Articles of Association of Upper Will (2.5(j)); 3. Statutory records of Upper Will which comprise (2.5(j)): a) Register of directors; b) Register of members; c) Register of transfers; d) Register of secretary; e) Register of charges; f) Minutes of all directors' meeting and directors' resolutions; g) Minutes of all shareholders' meeting and shareholders' resolutions; 4. Share certificate book of Upper Will (2.5(j)); 5. Company chop and seal of Upper Will (2.5(j)); 6. Documents necessary to effect the vesting in Upper Will all the shares of Active (2.5(j)): a) Board Resolutions of Upper Will approving the acquisition of shares in Active b) Board Resolutions of Active approving the transfer of shares to Upper Will c) Instrument of Transfers duly stamped representing the transfer of one share from each of Lit Ying Yeung and Leung Chiu Wan to Upper Will d) Bought and Sold Note duly stamped representing the transfer of one share from each of Lit Ying Yeung and Leung Chiu Wan to Upper Will 7. Documents relating to the resignation and appointment of directors (2.5(j)): a) Undated resignations of: i. Leung Chiu Wan;

representations, warranties and undertakings contained in the Share Purchase Agreement (2.4(c)); 11. Written confirmation by the Vendor that the Vendor is not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings contained in the Agreement (2.5(f)). H UPPER WILL (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONG KONG) Pursuant to Clause 2.5(j) of the SPA. 1. Certificate of Incorporation of Upper Will (2.5(j)); 2. Memorandum and Articles of Association of Upper Will (2.5(j)); 3. Statutory records of Upper Will which comprise (2.5(j)): a) Register of directors; b) Register of members; c) Register of transfers; d) Register of secretary; e) Register of charges; f) Minutes of all directors' meeting and directors' resolutions; g) Minutes of all shareholders' meeting and shareholders' resolutions; 4. Share certificate book of Upper Will (2.5(j)); 5. Company chop and seal of Upper Will (2.5(j)); 6. Documents necessary to effect the vesting in Upper Will all the shares of Active (2.5(j)): a) Board Resolutions of Upper Will approving the acquisition of shares in Active b) Board Resolutions of Active approving the transfer of shares to Upper Will c) Instrument of Transfers duly stamped representing the transfer of one share from each of Lit Ying Yeung and Leung Chiu Wan to Upper Will d) Bought and Sold Note duly stamped representing the transfer of one share from each of Lit Ying Yeung and Leung Chiu Wan to Upper Will 7. Documents relating to the resignation and appointment of directors (2.5(j)): a) Undated resignations of: i. Leung Chiu Wan; b) Consent to act as Directors of Upper Will, for: i. Fredy Bush; ii. John Barbera; and

iii. Andrew Chang iv. Li Tong -69-

c) Directors' meeting approving the appointment of Fredy Bush, John Barbera, Andrew Chang and Li Tong as additional directors and such person as chairman nominated by the Purchaser; 8. Authorization given by Upper Will to Upper Will's agent in the British Virgin Islands responsible for keeping the originals of its corporate records to receive and accept instructions from the Purchaser and its agents and acknowledged by such British Virgin Islands agent, all in form and substance satisfactory to the Purchaser (2.5 (j)); I ACTIVE (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONGKONG) 1. Certificate of Incorporation of Active (2.5(j)); 2. Memorandum and Articles of Association of Active (2.5(j)); 3. Certified copy of Business registration certificate (expired or effective) of Active (2.5(j)); 4. Statutory records of Active which comprise (2.5(j)): a. Register of directors; b. Register of members; c. Register of transfers; d. Register of secretary; e. Register of charges; f. Minutes of all directors' meeting and directors' resolutions; g. Minutes of all shareholders' meeting and shareholders' resolutions; 5. All corporate documents filed with the Companies Registry of Hong Kong (2.5(j)); 6. Share certificate book of Active (2.5(j)); 7. Company chop and company seal of Active (2.5(j)); 8. Documents relating to the resignation and appointment of directors and chairman (2.5(j)): a) Undated letter of resignation of: i. Leung Chiu Wan; b) Consent to act as Directors of Active for; i. John Barbera; ii. Fredy Bush;

c) Directors' meeting approving the appointment of Fredy Bush, John Barbera, Andrew Chang and Li Tong as additional directors and such person as chairman nominated by the Purchaser; 8. Authorization given by Upper Will to Upper Will's agent in the British Virgin Islands responsible for keeping the originals of its corporate records to receive and accept instructions from the Purchaser and its agents and acknowledged by such British Virgin Islands agent, all in form and substance satisfactory to the Purchaser (2.5 (j)); I ACTIVE (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONGKONG) 1. Certificate of Incorporation of Active (2.5(j)); 2. Memorandum and Articles of Association of Active (2.5(j)); 3. Certified copy of Business registration certificate (expired or effective) of Active (2.5(j)); 4. Statutory records of Active which comprise (2.5(j)): a. Register of directors; b. Register of members; c. Register of transfers; d. Register of secretary; e. Register of charges; f. Minutes of all directors' meeting and directors' resolutions; g. Minutes of all shareholders' meeting and shareholders' resolutions; 5. All corporate documents filed with the Companies Registry of Hong Kong (2.5(j)); 6. Share certificate book of Active (2.5(j)); 7. Company chop and company seal of Active (2.5(j)); 8. Documents relating to the resignation and appointment of directors and chairman (2.5(j)): a) Undated letter of resignation of: i. Leung Chiu Wan; b) Consent to act as Directors of Active for; i. John Barbera; ii. Fredy Bush; iii. Andrew Chang iv. Li Tong; c) Directors' meeting approving the appointment of John Barbera, Fredy Bush, Andrew Chang and Li Tong as additional directors and such person as chairman nominated by the Purchaser;

-70-

9. Documents evidencing transfer of shares to Upper Will (2.5(j)): a) Share Certificate of Active representing one share issued to Upper Will; b) cancelled share certificates issued to Lit Ying Yeung and Leung Chiu Wan; 10. Signed non-competition undertakings and release in the form set out in Schedule N for (2.5(b)): a) Tony Chan; b) Lit Ying Yeung c) Leung Chiu Wan; 11. Management Contracts duly executed and delivered by (2.5 (h)(i): a) Leung Chiu Wan; b) Lit Ying Yeung; c) Yau Siu Shan; 12. Employment contracts with the former employees of Trinity: a) Lau Ka Ki; b) Lam Wan; c) Wong Yan; d) Chow Wai Man; e) Yip Heung Yan; f) Chan Siu Ching; and g) Chan Wing Wai 13. Certified copy of CEPA documents, consisting of (2.5(j), 2.12 & 4.1(y)): a) Certificate of Hong Kong Service Supplier issued by the Trade and Industry Department of Hong Kong; b) Statement of Lie Yingyang; c) Employee report dated 3 August 2004; d) Board resolution approving certificate of applying for CEPA - certificate of Hong Kong Service Supplier dated 3 August 2004; e) Tenancy report dated 3 August 2004; f) Financial and business certificate dated 3 August 2004. J TRINITY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONGKONG

9. Documents evidencing transfer of shares to Upper Will (2.5(j)): a) Share Certificate of Active representing one share issued to Upper Will; b) cancelled share certificates issued to Lit Ying Yeung and Leung Chiu Wan; 10. Signed non-competition undertakings and release in the form set out in Schedule N for (2.5(b)): a) Tony Chan; b) Lit Ying Yeung c) Leung Chiu Wan; 11. Management Contracts duly executed and delivered by (2.5 (h)(i): a) Leung Chiu Wan; b) Lit Ying Yeung; c) Yau Siu Shan; 12. Employment contracts with the former employees of Trinity: a) Lau Ka Ki; b) Lam Wan; c) Wong Yan; d) Chow Wai Man; e) Yip Heung Yan; f) Chan Siu Ching; and g) Chan Wing Wai 13. Certified copy of CEPA documents, consisting of (2.5(j), 2.12 & 4.1(y)): a) Certificate of Hong Kong Service Supplier issued by the Trade and Industry Department of Hong Kong; b) Statement of Lie Yingyang; c) Employee report dated 3 August 2004; d) Board resolution approving certificate of applying for CEPA - certificate of Hong Kong Service Supplier dated 3 August 2004; e) Tenancy report dated 3 August 2004; f) Financial and business certificate dated 3 August 2004. J TRINITY (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONGKONG 1. Certificate of Incorporation of Trinity (2.5(j));

2. Memorandum and Articles of Association of Trinity (2.5(j)); 3. Certified copy of Business registration certificate (expired or effective) of Trinity (2.5(j)); 4. Statutory records of Trinity which comprise (2.5(j)): a) Register of directors; -71-

b) Register of members; c) Register of transfers; d) Register of secretary; e) Register of charges; f) Minutes of all directors' meeting and directors' resolutions; g) Minutes of all shareholders' meeting and shareholders' resolutions; 5. All corporate documents filed with the Companies Registry of Hong Kong (2.5(j)); 6. Share certificate book of Trinity (2.5(j)); 7. Company chop and company seal of Trinity (2.5(j)); 8. Termination notices to the following: a) Lau Ka Ki; b) Lam Wan; c) Wong Yan; d) Chow Wai Man; e) Yip Heung Yan; f) Chan Siu Ching; and g) Chan Wing Wai 9. Director's resolution approving the change in company secretary to King Secretaries Limited; 10. Letter of resignation by existing company secretary of Trinity; 11. Duly signed Form D2A for change of company secretary; 12. Undated share transfer forms signed in blank by Garnerian Worldwide Ltd. transferring 40 shares to Upper Will; 13. Undated share transfer form signed in blank by Swarkin Holding Limited transferring 60 shares to Upper Will; 14. Undated directors' resolution of Trinity signed in blank by Garnerian Worldwide Ltd. and Swarkin Holding

b) Register of members; c) Register of transfers; d) Register of secretary; e) Register of charges; f) Minutes of all directors' meeting and directors' resolutions; g) Minutes of all shareholders' meeting and shareholders' resolutions; 5. All corporate documents filed with the Companies Registry of Hong Kong (2.5(j)); 6. Share certificate book of Trinity (2.5(j)); 7. Company chop and company seal of Trinity (2.5(j)); 8. Termination notices to the following: a) Lau Ka Ki; b) Lam Wan; c) Wong Yan; d) Chow Wai Man; e) Yip Heung Yan; f) Chan Siu Ching; and g) Chan Wing Wai 9. Director's resolution approving the change in company secretary to King Secretaries Limited; 10. Letter of resignation by existing company secretary of Trinity; 11. Duly signed Form D2A for change of company secretary; 12. Undated share transfer forms signed in blank by Garnerian Worldwide Ltd. transferring 40 shares to Upper Will; 13. Undated share transfer form signed in blank by Swarkin Holding Limited transferring 60 shares to Upper Will; 14. Undated directors' resolution of Trinity signed in blank by Garnerian Worldwide Ltd. and Swarkin Holding Limited approving the transfer of shares to Upper Will; 15. Share certificate of Trinity issued to Garnerian Worldwide Ltd. for 40 shares; 16. Share certificate of Trinity issued to Swarkin Holding Limited for 60 shares; 17. Share register of Trinity. K INTERNAL ARRANGEMENT DOCUMENTS (TO BE DELIVERED TO PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL,

HONG KONG (2.5(H)(II)) A. FOR TAIDE 1. FOR LI TONG -72-

a) Equity pledge agreement among Li Tong, Huoli and Taide; b) Exclusive conditional equity purchase agreement between Li Tong and Huoli; and c) Subrogation agreement among Li Tong, Huoli and Taide 2. FOR MO HAIHONG a) Equity pledge agreement among Mo Hai Hong, Huoli and Taide; b) Exclusive conditional equity purchase agreement between Mo Hai Hong and Huoli; and c) Subrogation agreement among Mo Hai Hong, Huoli and Taide; L OTHER SHENZHEN ACTIVE TRINITY CO., LTD. (TO BE DELIVERED AT OFFICE OF PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONGKONG) 1. The Employment Agreement (signed by the employees without dating, to be effective on January 1, 2006) 2. Termination notice with former employee and non-compete agreement -73-

SCHEDULE L LIST OF PERSONS TO ENTER INTO DEED OF NON-COMPETITION UNDERTAKING AND RELEASE 1. Lit Ying Yeung 2. Leung Chiu Wan 3. Chan Ka Chun 4. Wang Xiaoyu 5. Yan Weimin 6. Liu Weidong 7. Zhou Jia -74-

SCHEDULE M FORM OF DEED OF NON-COMPETITION UNDERTAKING AND RELEASE DEED OF NON-COMPETITION UNDERTAKING AND RELEASE THIS DEED is entered into on the ______________ day of December 2005

a) Equity pledge agreement among Li Tong, Huoli and Taide; b) Exclusive conditional equity purchase agreement between Li Tong and Huoli; and c) Subrogation agreement among Li Tong, Huoli and Taide 2. FOR MO HAIHONG a) Equity pledge agreement among Mo Hai Hong, Huoli and Taide; b) Exclusive conditional equity purchase agreement between Mo Hai Hong and Huoli; and c) Subrogation agreement among Mo Hai Hong, Huoli and Taide; L OTHER SHENZHEN ACTIVE TRINITY CO., LTD. (TO BE DELIVERED AT OFFICE OF PRESTON GATES & ELLIS AT 35TH FLOOR, TWO INTERNATIONAL FINANCE CENTRE, 8 FINANCE STREET, CENTRAL, HONGKONG) 1. The Employment Agreement (signed by the employees without dating, to be effective on January 1, 2006) 2. Termination notice with former employee and non-compete agreement -73-

SCHEDULE L LIST OF PERSONS TO ENTER INTO DEED OF NON-COMPETITION UNDERTAKING AND RELEASE 1. Lit Ying Yeung 2. Leung Chiu Wan 3. Chan Ka Chun 4. Wang Xiaoyu 5. Yan Weimin 6. Liu Weidong 7. Zhou Jia -74-

SCHEDULE M FORM OF DEED OF NON-COMPETITION UNDERTAKING AND RELEASE DEED OF NON-COMPETITION UNDERTAKING AND RELEASE THIS DEED is entered into on the ______________ day of December 2005 BY [Name] of [address] (the "SUBJECT") IN FAVOUR OF [Name of Company that person is employed by or transferred interest in], a [type of incorporation] with a

SCHEDULE L LIST OF PERSONS TO ENTER INTO DEED OF NON-COMPETITION UNDERTAKING AND RELEASE 1. Lit Ying Yeung 2. Leung Chiu Wan 3. Chan Ka Chun 4. Wang Xiaoyu 5. Yan Weimin 6. Liu Weidong 7. Zhou Jia -74-

SCHEDULE M FORM OF DEED OF NON-COMPETITION UNDERTAKING AND RELEASE DEED OF NON-COMPETITION UNDERTAKING AND RELEASE THIS DEED is entered into on the ______________ day of December 2005 BY [Name] of [address] (the "SUBJECT") IN FAVOUR OF [Name of Company that person is employed by or transferred interest in], a [type of incorporation] with a registered address of [address] (the "COMPANY"); XINHUA FINANCE LIMITED, a company incorporated under the laws of the Cayman Islands (the "Purchaser"). WHEREAS: 1. All or part of Subject's Interest (as defined below) has or will be beneficially acquired by XFL pursuant to the sale and purchase agreement entered into between XFL, Lu Chin Chien, Li Tong and Ming Shing International Limited on [insert date] (the "PURCHASE AGREEMENT'). 2. It is a condition of the closing of the transactions contemplated by the Purchase Agreement that the Subject execute and deliver this Agreement. THIS DEED WITNESSES as follows: 1. Definitions. In this Deed the following words shall have the following meanings: "AFFILIATES" of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person or, in the case of a natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including stepchildren); "CLIENT" means an individual or entity to whom any member of the Group has provided analysis, services or products in Hong Kong or the PRC in respect of the businesses fo the Group as at the date of this Deed within two years prior to the commencement of and during the Non-Compete Period.

SCHEDULE M FORM OF DEED OF NON-COMPETITION UNDERTAKING AND RELEASE DEED OF NON-COMPETITION UNDERTAKING AND RELEASE THIS DEED is entered into on the ______________ day of December 2005 BY [Name] of [address] (the "SUBJECT") IN FAVOUR OF [Name of Company that person is employed by or transferred interest in], a [type of incorporation] with a registered address of [address] (the "COMPANY"); XINHUA FINANCE LIMITED, a company incorporated under the laws of the Cayman Islands (the "Purchaser"). WHEREAS: 1. All or part of Subject's Interest (as defined below) has or will be beneficially acquired by XFL pursuant to the sale and purchase agreement entered into between XFL, Lu Chin Chien, Li Tong and Ming Shing International Limited on [insert date] (the "PURCHASE AGREEMENT'). 2. It is a condition of the closing of the transactions contemplated by the Purchase Agreement that the Subject execute and deliver this Agreement. THIS DEED WITNESSES as follows: 1. Definitions. In this Deed the following words shall have the following meanings: "AFFILIATES" of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person or, in the case of a natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including stepchildren); "CLIENT" means an individual or entity to whom any member of the Group has provided analysis, services or products in Hong Kong or the PRC in respect of the businesses fo the Group as at the date of this Deed within two years prior to the commencement of and during the Non-Compete Period. "CONTROL", "CONTROLS", "CONTROLLED" (or any correlative term) means the possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition, a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than 50% of the voting equity interests in such other Person; -75-

"GROUP" means Taide, Upper Will Enterprises Limited, Active Advertising Agency Limited, Beijing Jinlong, Beijing Longmei, Beijing Shangtuo, Huoli, Shangtuo Zhiyang, Yuanxin. "PERSON" or "PERSONS" means any natural person, corporation, company, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, and shall include any governmental authority;

"GROUP" means Taide, Upper Will Enterprises Limited, Active Advertising Agency Limited, Beijing Jinlong, Beijing Longmei, Beijing Shangtuo, Huoli, Shangtuo Zhiyang, Yuanxin. "PERSON" or "PERSONS" means any natural person, corporation, company, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, and shall include any governmental authority; "SUBJECT'S INTEREST" means any interest that the Subject holds or has held in the equity of the Company. 2. Non Competition. The Subject hereby agrees that he shall not (without the written consent of the Company or XFL) for the period of 4 years from the date that the Subject transfers the Subject's Interest to a third party (the "NON-COMPETE PERIOD"), neither it nor any of its Affiliates will: (a) either on its own account or through any of its Affiliates, or in conjunction with or on behalf of any other person, will on or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent or otherwise carry on any business in direct competition with the businesses (of the same business of the Company as at the date of this Deed) of any member of the Group in Hong Kong or the PRC; and (b) either on its own account or through any of its Affiliates or in conjunction with or on behalf of any other Person, employ, solicit or entice away or attempt to employ, solicit or entice away from any member of the Group any person for the purpose of carrying on any business in direct competition with the business (of the same business of the Group as at the date of this Deed) of any member of the Group in Hong Kong or the PRC who is or shall have been at the date of or within twelve (12) months prior to such cessation a director, officer, legal representative, manager or employee of any such member of the Group whether or not such person would commit a breach of contract by reason of leaving such employment. 3. Nonsolicitation of Clients. During the Non-Compete Period, the Subject shall not other than in connection with his or her employment with and for the benefit of the Group, directly or indirectly, either individually or as a principal, partner, member, manager, agent, employee, employer, consultant, independent contractor, stockholder, joint venturer or investor, or as a director or officer of any corporation, limited liability company, partnership or other entity, or in any other manner or capacity whatsoever, (a) solicit or divert or attempt to solicit or divert from the Group any business with any Client; (b) solicit or divert or attempt to solicit or divert from the Group any business with any person or entity who was being solicited as a Client by the Group; (c) induce or cause, or attempt to induce or cause, any salesperson, supplier, vendor, representative, independent contractor, broker, agent or other person transacting business with any member of the Group to terminate or modify such relationship or association or to represent, distribute or sell services or products in competition with services or products of the Group; or -76-

(d) otherwise provide any services or products to any Client that are or have been provided by any member of the Group. 4. Separate Obligations. Each and every obligation under Clauses 2 and 3 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part such part or parts as are unenforceable shall be deleted from Clauses 2 or 3 and any such deletion shall not affect the enforceability of all such parts of Clauses 2 and 3 as remain not so deleted. 5. Reasonableness. While the restrictions contained in Clauses 2 and 3 are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any of such restrictions shall be

(d) otherwise provide any services or products to any Client that are or have been provided by any member of the Group. 4. Separate Obligations. Each and every obligation under Clauses 2 and 3 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part such part or parts as are unenforceable shall be deleted from Clauses 2 or 3 and any such deletion shall not affect the enforceability of all such parts of Clauses 2 and 3 as remain not so deleted. 5. Reasonableness. While the restrictions contained in Clauses 2 and 3 are considered by the parties to be reasonable in all the circumstances, it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Group but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective. 6. Equitable Relief. The Parties agree that Company's rights under this Deed are special and unique, and that any violation thereof by the Subject would not be adequately compensated by money damages, and the Subject hereby grants to the any relevant Person the right to specifically enforce (including injunctive relief or analogous proceedings) the terms of this Deed. In any proceeding, in equity or law, the Subject specifically waives any defense that there is an adequate remedy at law for any violations of the terms of this Deed. 7. Release. The Subject hereby irrevocably, unconditionally and absolutely releases (i) the Company and the Purchaser, (ii) the transferee of the Subject's Interest and (iii) any subsequent holder of title of any part of the Subject's Interest, of any liabilities, past, present or future of any nature and howsoever arising in connection with the transfer of the Subject's Interest to any third party. 8. Governing Law and Jurisdiction. This Deed shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts. IN WITNESS WHEREOF this instrument has been executed and delivered as a deed by the Subject on day and year first above written.
SIGNED, SEALED AND DELIVERED by in the presence of: ) ) ) ) ) ) ) ) ) ) ) )

------------------------------------Signature of Witness

------------------------------------Name of Witness

-77SIGNED BY for and on behalf of [Company] ) ) ) ) ) ) ) ) )

SIGNED BY for and on behalf of Xinhua Finance Limited

-78-

SIGNED BY for and on behalf of [Company]

SIGNED BY for and on behalf of Xinhua Finance Limited

) ) ) ) ) ) ) ) )

-78-

EXHIBIT 10.40

AGREEMENT FOR THE SALE AND PURCHASE OF EQUITY INTEREST IN BEIJING CENTURY MEDIA CULTURE CO., LTD.

Among ALL OF THE SHAREHOLDERS OF BEIJING CENTURY MEDIA CULTURE CO., LTD. and XINHUA FINANCE LIMITED Dated as 9 of September, 2005 1

THIS is made between the following parties in Shanghai, People's Republic of China ("PRC"): (1) Mr. Yu Gang, a citizen of the People's Republic of China and holder of PRC passport number G08731655 with an address of Unit 38-803, No. 9, Shuangqiao East Road, Chaoyang District, Beijing 100024 PRC ("Transferor 1"); (2) Ms. Xia Huai, a citizen of the People's Republic of China and holder of PRC passport number 430103197701081541 with an address of Unit 38-803, No. 9, Shuangqiao East Road, Chaoyang District, Beijing 100024 PRC ("Transferor 2", and, together with Transferor 1, the "Transferors"). (3) Xinhua Finance Limited (the "PURCHASER"), a limited liability company duly incorporated and existing under the laws of Cayman Islands and having its registered office situated at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies. The Transferors and the Purchaser are collectively referred to as "PARTIES".

EXHIBIT 10.40

AGREEMENT FOR THE SALE AND PURCHASE OF EQUITY INTEREST IN BEIJING CENTURY MEDIA CULTURE CO., LTD.

Among ALL OF THE SHAREHOLDERS OF BEIJING CENTURY MEDIA CULTURE CO., LTD. and XINHUA FINANCE LIMITED Dated as 9 of September, 2005 1

THIS is made between the following parties in Shanghai, People's Republic of China ("PRC"): (1) Mr. Yu Gang, a citizen of the People's Republic of China and holder of PRC passport number G08731655 with an address of Unit 38-803, No. 9, Shuangqiao East Road, Chaoyang District, Beijing 100024 PRC ("Transferor 1"); (2) Ms. Xia Huai, a citizen of the People's Republic of China and holder of PRC passport number 430103197701081541 with an address of Unit 38-803, No. 9, Shuangqiao East Road, Chaoyang District, Beijing 100024 PRC ("Transferor 2", and, together with Transferor 1, the "Transferors"). (3) Xinhua Finance Limited (the "PURCHASER"), a limited liability company duly incorporated and existing under the laws of Cayman Islands and having its registered office situated at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies. The Transferors and the Purchaser are collectively referred to as "PARTIES". WITNESSETH WHEREAS: (A) Beijing Century Media Culture Co., Ltd. (the "COMPANY"), a limited liability company incorporated in PRC whose registered office is situated at 18-338 Jianshe Road, Kaixuan Avenue, Liangxiang Village, Fangshan District, Beijing, PRC, with registered capital of 1,000,000 Renminbi ("RMB"), is engaged in the business of the production of radio and television programs for the PRC market. (B) Transferor 1 is the legal and record owner of 55% of the equity interests in the registered capital of the

THIS is made between the following parties in Shanghai, People's Republic of China ("PRC"): (1) Mr. Yu Gang, a citizen of the People's Republic of China and holder of PRC passport number G08731655 with an address of Unit 38-803, No. 9, Shuangqiao East Road, Chaoyang District, Beijing 100024 PRC ("Transferor 1"); (2) Ms. Xia Huai, a citizen of the People's Republic of China and holder of PRC passport number 430103197701081541 with an address of Unit 38-803, No. 9, Shuangqiao East Road, Chaoyang District, Beijing 100024 PRC ("Transferor 2", and, together with Transferor 1, the "Transferors"). (3) Xinhua Finance Limited (the "PURCHASER"), a limited liability company duly incorporated and existing under the laws of Cayman Islands and having its registered office situated at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies. The Transferors and the Purchaser are collectively referred to as "PARTIES". WITNESSETH WHEREAS: (A) Beijing Century Media Culture Co., Ltd. (the "COMPANY"), a limited liability company incorporated in PRC whose registered office is situated at 18-338 Jianshe Road, Kaixuan Avenue, Liangxiang Village, Fangshan District, Beijing, PRC, with registered capital of 1,000,000 Renminbi ("RMB"), is engaged in the business of the production of radio and television programs for the PRC market. (B) Transferor 1 is the legal and record owner of 55% of the equity interests in the registered capital of the Company, and Transferor 2 is the legal and record owner of 45% of the equity interests in the registered capital of the Company, which, collectively, represent 100 % of the outstanding equity interests of the Company. (C) The Purchaser wishes to purchase (through its nominees), and the Transferors wish to sell one hundred percent (100%) of all the equity in the registered capital of the Company (the "SALE EQUITY"). 2

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Purchaser and the Transferors hereby agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.01 Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:
"2005 Consideration Amount" "2006 Consideration Amount" "2007 Consideration Amount" "2005 Financials" "2006 Financials" "2007 Financials" "2005 Net Income" "2006 Net Income" has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Purchaser and the Transferors hereby agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.01 Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:
"2005 Consideration Amount" "2006 Consideration Amount" "2007 Consideration Amount" "2005 Financials" "2006 Financials" "2007 Financials" "2005 Net Income" "2006 Net Income" "2007 Net Income" "Action" has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02. means any claim, litigation, arbitration or inquiry, or judicial, administrative, regulatory or other proceeding, brought by or before (or in the case of a claim, capable of being brought by or before) any court, government agency or other Governmental Authority or any person. has the meaning set forth in Schedule 2. means (a) in relation to any corporate or non-corporate legal person, any other person which, directly or indirectly, controls or is controlled by or is under common control with such person and for the purposes of this definition "CONTROL" when used with respect to any specified person means the power to direct the management and policies

"Accounts" "Affiliates"

3
of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing, and (b) in relation to any natural person, his or her spouse, children, parents and parents-in-law. "Business" "Business Day" has the meaning set forth in Section 6.02(a). means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Hong Kong or Shanghai, PRC. has the meaning set forth in Section 6.02(b). has the meaning set forth in Section 2.04.

"Clients" "Closing"

of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing, and (b) in relation to any natural person, his or her spouse, children, parents and parents-in-law. "Business" "Business Day" has the meaning set forth in Section 6.02(a). means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Hong Kong or Shanghai, PRC. has the meaning set forth in Section 6.02(b). has the meaning set forth in Section 2.04. has the meaning set forth in Section 2.04. has the meaning set forth in Section 6.03 and Schedule 2. means United States dollars. has the meaning set forth in Schedule 2.

"Clients" "Closing" "Closing Date" "Confidential Information"

"Dollars" "Encumbrance" "First Subsequent Consideration Payment Date" "Force Majeure" "Government Approval"

has the meaning set forth in Section 2.02. has the meaning set forth in Section 10.07(a). means any approval, consent or authorization from, registration or filing with, notice to, or license, permit or certification from, any Governmental Authority. Government Approvals with respect to any Action to be taken by any party hereunder means such Government Approvals as are required for the Action under applicable Law. Whenever any form of requirement of "GOVERNMENT APPROVAL" is referred to herein, it shall be interpreted and construed to include the requirement that such approval be in form and substance reasonably acceptable to the parties hereto.

4
"Governmental Authority" means any government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body. means any order, judgment, injunction or award entered by or with any Governmental Authority. has the meaning set forth in Section 2.03 (a). has the meaning set forth in Schedule 2. means any (i) national, provincial, state, or local statutes, regulations, ordinances, rules, codes, judgments, awards, orders or policies of Governmental Authorities, and any other rules, standards or specifications having the force or effect of law, whether PRC or non-PRC; and (ii) treaties, conventions, protocols and other promulgations having transnational legal effect. has the meaning set forth in Schedule 2.

"Governmental Order"

"Initial Consideration" "Last Accounting Date" "Law"

"Leases"

"Governmental Authority"

means any government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body. means any order, judgment, injunction or award entered by or with any Governmental Authority. has the meaning set forth in Section 2.03 (a). has the meaning set forth in Schedule 2. means any (i) national, provincial, state, or local statutes, regulations, ordinances, rules, codes, judgments, awards, orders or policies of Governmental Authorities, and any other rules, standards or specifications having the force or effect of law, whether PRC or non-PRC; and (ii) treaties, conventions, protocols and other promulgations having transnational legal effect. has the meaning set forth in Schedule 2. has the meaning set forth in paragraph 8.3(b) Schedule 2. has the meaning set forth in paragraph 9.1 of Schedule 2. has the meaning set forth in Section 9.02. has the meaning set forth in Section 2.02. means any change that results or could result in a Material Adverse Effect. means any effect which, alone or together with any other such effect, (i) is materially adverse to the business, operations, assets or liabilities, employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Company or any of the Subsidiaries; (ii) materially impairs the ability of the Company or the Subsidiaries to conduct its business in the ordinary course of business; or (iii) materially

"Governmental Order"

"Initial Consideration" "Last Accounting Date" "Law"

"Leases" "Licensed IP"

"Licensed Software"

"Losses" "Market Value" "Material Adverse Change"

"Material Adverse Effect"

5
impairs the ability of the Transferors or the Company to perform their obligations under this Agreement. "Merger Consideration" "Owned IP" has the meaning set forth in Section 2.02. has the meaning set forth in paragraph 8.3(a) of Schedule 2. has the meaning set forth in paragraph 9.1 of Schedule 2. means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity, and pronouns have a similarly extended meaning. has the meaning set forth in Section 2.02. has the meaning set forth in Section 6.02.

"Owned Software"

"Person"

"Pro Rata Portion" "Restricted Period"

impairs the ability of the Transferors or the Company to perform their obligations under this Agreement. "Merger Consideration" "Owned IP" has the meaning set forth in Section 2.02. has the meaning set forth in paragraph 8.3(a) of Schedule 2. has the meaning set forth in paragraph 9.1 of Schedule 2. means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity, and pronouns have a similarly extended meaning. has the meaning set forth in Section 2.02. has the meaning set forth in Section 6.02.

"Owned Software"

"Person"

"Pro Rata Portion" "Restricted Period" "Second Subsequent Consideration Payment Date" "Subsequent Consideration" "Subsequent Consideration Payment Date" "Tax"

has the meaning set forth in Section 2.02. has the meaning set forth in Section 2.02.

has the meaning set forth in Section 2.02. means any tax, levy, duty or other charges of any kind imposed by any Governmental Authority, including without limitation, taxes and charges upon or in respect of income, payroll, employment, excise, severance, stamp, occupation, education, stock transfer, capital gains, withholding, social security, property, sales, use, license or registration; value added taxes; customs duties and tariffs; and any interest, penalty or addition thereto, whether disputed or not. has the meaning set forth in Section 8.02(b).

"Termination Date" "Third Subsequent Consideration Payment Date"

has the meaning set forth in Section 2.02.

6
"Transferee" "Transaction" "Transferor Indemnified Person" "Warranties" has the meaning set forth in Section 2.01. has the meaning set forth in Section 2.01.

has the meaning set forth in Section 9.03. means the warranties, representations and undertakings of the Transferors contained in or referred to in Article IV and Schedule 2.

"the Purchaser Indemnified Person" "XFL Ordinary Shares"

has the meaning set forth in Section 9.02. means ordinary shares in the capital of the Purchaser ranking equally with the ordinary shares of the Purchaser listed on the Tokyo Stock Exchange.

ARTICLE 2 PURCHASE AND SALE

"Transferee" "Transaction" "Transferor Indemnified Person" "Warranties"

has the meaning set forth in Section 2.01. has the meaning set forth in Section 2.01.

has the meaning set forth in Section 9.03. means the warranties, representations and undertakings of the Transferors contained in or referred to in Article IV and Schedule 2.

"the Purchaser Indemnified Person" "XFL Ordinary Shares"

has the meaning set forth in Section 9.02. means ordinary shares in the capital of the Purchaser ranking equally with the ordinary shares of the Purchaser listed on the Tokyo Stock Exchange.

ARTICLE 2 PURCHASE AND SALE SECTION 2.01 Purchase and Sale of the Sale Equity. Upon the terms and subject to the conditions of this Agreement, the Purchaser shall (through its nominees or such other parties identified by the Purchaser to the Transferors (the "TRANSFEREE")), purchase from each Transferor, and each Transferor shall procure the sale to the Purchaser, of the Sale Equity (the "TRANSACTION") which in aggregate shall represent one hundred percent (100%) of the total equity of the Company, free from all charges, liens, encumbrances and other third party claims and interests and together with all rights now or hereafter attached to them, including any and all rights and benefits arising from or associated with such equity interests (including, but not in anyway limited to, all rights and benefits in connection with the Company's retained earnings, and any dividend or other distribution declared, made or paid after the date of this Agreement). SECTION 2.02 Merger Consideration Amount. Each Transferor shall be entitled to receive, subject to the provisions of this Agreement, his Pro Rata Portion of the Initial Consideration and the Subsequent Consideration (together, the "MERGER CONSIDERATION") in the manner, at the times and in the amounts set forth in this Section 2.02. The "INITIAL CONSIDERATION" shall be $3,000,000 (three million Dollars), and shall be payable to the Transferors at Closing. "PRO RATA PORTION" means, with respect to Transferor 1, 55% (fifty-five percent), and with respect to Transferor 2, 45% (forty-five percent). (a) The "SUBSEQUENT CONSIDERATION" shall consist of the 2005 Consideration Amount, the 2006 Consideration Amount and the 2007 Consideration Amount, and shall be determined and paid as follows: 7

(i) The "2005 CONSIDERATION AMOUNT" shall be an amount equal to the product of ((A) 2005 Net Income, (B) 8.5 and (C) 0.50)) minus $3,000,000, and shall be paid by the Purchaser no later than twenty (20) days after receipt by the Purchaser and the Transferors of the 2005 Financials (the date of such payment, the "FIRST SUBSEQUENT CONSIDERATION PAYMENT DATE"). (ii) The "2006 CONSIDERATION AMOUNT" shall be an amount equal to the product of ((A) 2006 Net Income, (B) 8.5 and (C) 0.25)), and shall be paid by the Purchaser no later than twenty (20) days after receipt by the Purchaser and the Transferors of the 2006 Financials (the date of such payment, the "SECOND SUBSEQUENT CONSIDERATION PAYMENT DATE"). (iii) The "2007 CONSIDERATION AMOUNT" shall be an amount equal to the product of ((A) 2007 Actual Net Income, (B) 8.5 and (C) 0.25)), and shall be paid by the Purchaser no later than ten (10) days after receipt by the Purchaser and the Transferors of the 2007 Financials (the date of such payment, the "THIRD SUBSEQUENT CONSIDERATION PAYMENT DATE" and, together with the First Subsequent Consideration Payment Date, and the Second Subsequent Consideration Payment Date, the "SUBSEQUENT CONSIDERATION PAYMENT Dates").

(i) The "2005 CONSIDERATION AMOUNT" shall be an amount equal to the product of ((A) 2005 Net Income, (B) 8.5 and (C) 0.50)) minus $3,000,000, and shall be paid by the Purchaser no later than twenty (20) days after receipt by the Purchaser and the Transferors of the 2005 Financials (the date of such payment, the "FIRST SUBSEQUENT CONSIDERATION PAYMENT DATE"). (ii) The "2006 CONSIDERATION AMOUNT" shall be an amount equal to the product of ((A) 2006 Net Income, (B) 8.5 and (C) 0.25)), and shall be paid by the Purchaser no later than twenty (20) days after receipt by the Purchaser and the Transferors of the 2006 Financials (the date of such payment, the "SECOND SUBSEQUENT CONSIDERATION PAYMENT DATE"). (iii) The "2007 CONSIDERATION AMOUNT" shall be an amount equal to the product of ((A) 2007 Actual Net Income, (B) 8.5 and (C) 0.25)), and shall be paid by the Purchaser no later than ten (10) days after receipt by the Purchaser and the Transferors of the 2007 Financials (the date of such payment, the "THIRD SUBSEQUENT CONSIDERATION PAYMENT DATE" and, together with the First Subsequent Consideration Payment Date, and the Second Subsequent Consideration Payment Date, the "SUBSEQUENT CONSIDERATION PAYMENT Dates"). (iv) "2005 NET INCOME", "2006 NET INCOME" and "2007 NET INCOME" shall mean the Company's aggregate net income for the financial years ended 2005, 2006 and 2007, respectively, as set out in the 2005 Financials, 2006 Financials and 2007 Financials, respectively, in each case, excluding the professional fees paid to the auditors for preparing said financial statements. (v) "2005 FINANCIALS", "2006 FINANCIALS" and "2007 FINANCIALS" means the Company's audited financial statements for each such financial year, in each case prepared by a firm of qualified auditors in the PRC selected by the Purchaser in accordance with the general accepted accounting principles and standards of the PRC. (vi) On Each Subsequent Consideration Payment Date the Purchase shall pay to each Transferor (or their respective nominees) his Pro Rata Portion of the 2005 Consideration Amount, the 2006 Consideration Amount and 2007 Consideration Amount, respectively. The Initial Consideration and each such Subsequent Consideration Amount shall be paid by the Purchaser issuing to each Transferor (or their respective nominees) a number of XFL Ordinary Shares, free from any encumbrances, equal to (x) the amount payable to him divided by (y) the Market Value, rounded to the nearest whole XFL Ordinary Share; provided, however, that the Purchaser may, in its sole discretion, deliver to one or both Transferors cash in Dollars in lieu of all or a portion of 8

the portion of the Subsequent Consideration otherwise payable to such Transferor in XFL Ordinary Shares. (vii) "MARKET VALUE" shall mean, with respect to the XFL Ordinary Shares, the average of the closing price of the XFL Ordinary Shares on the Tokyo Stock Exchange for the fifteen (15) trading days up to and including the third trading day prior to the applicable payment date (adjusted to give effect to any stock splits, dividends or other recapitalizations occurring during such fifteen-day period), calculated using the closing Dollar/Japanese yen exchange rate as reported by Bloomberg for the date immediately preceding the applicable payment date. (b) In the event the XFL Ordinary Shares payable to the Transferors as a portion of any Subsequent Consideration are not actively traded on the Tokyo Stock Exchange or a comparable public trading market, then the Purchaser shall, not less than ten (10) business days prior to the applicable Subsequent Consideration Payment Date, so notify each Transferor, and each Transferor may, by notice to be delivered to the Purchaser not less than three (3) business days prior to the relevant Subsequent Consideration Payment Date, elect to receive cash in Dollars in lieu of his respective Pro Rata Portion of the Subsequent Consideration that would otherwise be payable in the form of XFL Ordinary Shares. (c) Notwithstanding any other provision contained herein, at least three (3) days in advance of any Subsequent Consideration Payment Date, the Transferors will in writing advise the Purchaser of the manner in which the Purchaser should deliver such Subsequent Consideration payment. Specifically, the Transferors will advise the Purchaser of the persons to whom such payments should be made

the portion of the Subsequent Consideration otherwise payable to such Transferor in XFL Ordinary Shares. (vii) "MARKET VALUE" shall mean, with respect to the XFL Ordinary Shares, the average of the closing price of the XFL Ordinary Shares on the Tokyo Stock Exchange for the fifteen (15) trading days up to and including the third trading day prior to the applicable payment date (adjusted to give effect to any stock splits, dividends or other recapitalizations occurring during such fifteen-day period), calculated using the closing Dollar/Japanese yen exchange rate as reported by Bloomberg for the date immediately preceding the applicable payment date. (b) In the event the XFL Ordinary Shares payable to the Transferors as a portion of any Subsequent Consideration are not actively traded on the Tokyo Stock Exchange or a comparable public trading market, then the Purchaser shall, not less than ten (10) business days prior to the applicable Subsequent Consideration Payment Date, so notify each Transferor, and each Transferor may, by notice to be delivered to the Purchaser not less than three (3) business days prior to the relevant Subsequent Consideration Payment Date, elect to receive cash in Dollars in lieu of his respective Pro Rata Portion of the Subsequent Consideration that would otherwise be payable in the form of XFL Ordinary Shares. (c) Notwithstanding any other provision contained herein, at least three (3) days in advance of any Subsequent Consideration Payment Date, the Transferors will in writing advise the Purchaser of the manner in which the Purchaser should deliver such Subsequent Consideration payment. Specifically, the Transferors will advise the Purchaser of the persons to whom such payments should be made and where to send such payments. (d) Any portion of the Subsequent Consideration that is payable by the Purchaser to a Transferor in cash pursuant to Section 2.02(b) shall be transferred by the Purchaser to such Transferor by wire transfer of immediately available funds pursuant to wire transfer instructions delivered to the Purchaser by such Transferor no later than three (3) business days in advance of the applicable Subsequent Consideration Payment Date. (e) Within 60 calendar days of each of the fiscal years ended December 31, 2005, December 31, 2006 and December 31, 2007, the Purchaser shall cause to be prepared and shall deliver the 2005 Financials, the 2006 Financials and the 2007 Financials to the Transferor. 9

(f) Any dispute regarding the determination of the 2005 Net Income, 2006 Net Income or the 2007 Net Income will be resolved in accordance with Section 10.05. SECTION 2.03 Closing. Subject to the provisions of Section 5.01 and Section 5.02 and other terms and conditions of this Agreement, the sale and purchase of the Sale Equity contemplated by this Agreement shall take place at a closing (the "CLOSING") to be held at the business office of the Company at 10:00 A.M. Hong Kong time on the fifth (5th) Business Day following satisfaction or waiver in writing of the conditions to the Closing by the relevant parties set forth in Article V, or at such other place or at such other time or on such other date as the Transferors and the Purchaser may agree upon in writing (the day on which the Closing takes place being the "CLOSING DATE"). SECTION 2.04 Deliveries by the Transferors. At the Closing, the Transferors shall deliver or cause to be delivered to the Purchaser: (a) Duly executed instrument evidencing the transfer of the Sale Equity and all such applicable documents in respect of the Sale Equity in favor of the Transferee together with the duly executed powers of attorney or other authorities under which any of the transfers have been executed; (b) duly executed instrument evidencing the alteration to the Company's registration at its original registration authority has been completed, and each Transferee has been duly registered in the records and files of such registration authority as a shareholder of the Company owning and holding, in aggregate, 100% of the Company's total equity interest;

(f) Any dispute regarding the determination of the 2005 Net Income, 2006 Net Income or the 2007 Net Income will be resolved in accordance with Section 10.05. SECTION 2.03 Closing. Subject to the provisions of Section 5.01 and Section 5.02 and other terms and conditions of this Agreement, the sale and purchase of the Sale Equity contemplated by this Agreement shall take place at a closing (the "CLOSING") to be held at the business office of the Company at 10:00 A.M. Hong Kong time on the fifth (5th) Business Day following satisfaction or waiver in writing of the conditions to the Closing by the relevant parties set forth in Article V, or at such other place or at such other time or on such other date as the Transferors and the Purchaser may agree upon in writing (the day on which the Closing takes place being the "CLOSING DATE"). SECTION 2.04 Deliveries by the Transferors. At the Closing, the Transferors shall deliver or cause to be delivered to the Purchaser: (a) Duly executed instrument evidencing the transfer of the Sale Equity and all such applicable documents in respect of the Sale Equity in favor of the Transferee together with the duly executed powers of attorney or other authorities under which any of the transfers have been executed; (b) duly executed instrument evidencing the alteration to the Company's registration at its original registration authority has been completed, and each Transferee has been duly registered in the records and files of such registration authority as a shareholder of the Company owning and holding, in aggregate, 100% of the Company's total equity interest; (c) certified copy of the minutes of a shareholders meeting approving the transfer of the Sale Equity to the Transferees; (d) copies of executive service agreements signed by each of Yu Gang, Ding Bin and Duan Gong reasonably acceptable to the Company and each party, for a period of five years; (e) written consents signed and delivered to the Transferees by YU Gang and XIA Huai respectively, in the form satisfactory to the Purchaser, expressly waiving their respective pre-emptive right in terms of the Sale Equity; (f) certified copies of the minutes of the Company recording the resolution of the Board of Directors of the Company approving and authorising the Transaction, as well as the Company seal; (g) the legal seal for each of the Company and the Subsidiaries; and 10

(h) such other documents as may be required at the discretion of the Purchaser to give to the Transferees good title to the Sale Equity and to enable the Transferees to become the registered holder thereof. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Transferors as follows: SECTION 3.01 Authority to Execute and Perform this Agreement. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser and of its obligations hereunder and the consummation by the Purchaser of the Transaction have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Transferors) constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms. SECTION 3.02 No Conflict. The execution, delivery and performance of this Agreement by the Purchaser do not and will not (a) violate, conflict with or result in the breach of any provision of the Articles of Association of

(h) such other documents as may be required at the discretion of the Purchaser to give to the Transferees good title to the Sale Equity and to enable the Transferees to become the registered holder thereof. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Transferors as follows: SECTION 3.01 Authority to Execute and Perform this Agreement. The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser and of its obligations hereunder and the consummation by the Purchaser of the Transaction have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Transferors) constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms. SECTION 3.02 No Conflict. The execution, delivery and performance of this Agreement by the Purchaser do not and will not (a) violate, conflict with or result in the breach of any provision of the Articles of Association of the Purchaser or (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser or any of their assets, properties or businesses. SECTION 3.03 Ordinary Shares. All outstanding XFL Ordinary Shares are, and, the XFL Ordinary Shares to be issued as part of the Subsequent Consideration will, when issued, be, duly authorized and validly issued and are fully paid and non-assessable and not issued in violation of, and not subject to, any preemptive or similar rights and shall be, when issued, freely tradable in Japan by the Transferors or their respective nominees without any minimum holding period, volume limitation, lock-up or other restriction, other than customary lock-up periods applicable to employees and insiders of XFL and applicable insider trading laws and regulations and other than the administrative requirement for all shareholders to transfer securities into the Japan Securities Settlement & Custody, Inc. trading system for the purpose of trading securities on the Tokyo Stock Exchange. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS SECTION 4.01 In consideration of the Purchaser entering into this Agreement, each of the Transferors hereby warrants and represents to and undertakes with the Purchaser on a joint and several basis that each of the Warranties is now and will at all times from the date hereof be complete, true and accurate in all respects and will not be in any way misleading. 11

SECTION 4.02 The Transferors acknowledge that the Purchaser has entered into this Agreement on the basis of the Warranties and that the Purchaser is relying on the Warranties. Each Warranty shall be construed independently. SECTION 4.03 The Purchaser's right or ability to make a claim under or in respect of the Warranties or to damages or other relief in respect of any breach of the Warranties shall not be affected or limited, and the amount recoverable shall not be reduced, by any other information of which the Purchaser has or may have actual or constructive or imputed knowledge and, in particular the rights and remedies of the Purchaser shall not be affected or limited in any way by any investigation made by or on behalf of the Purchaser into the Company. SECTION 4.04 The right or ability of the Purchaser to make a claim under or in respect of the Warranties shall be without prejudice to any other right of the Purchaser to damages or other relief in respect of any breach of the Warranties. SECTION 4.05 The execution and delivery of this Agreement by the Transferors, the performance by the Transferors of their obligations hereunder and the consummation by the Transferors of the Transaction have been duly authorized by all requisite action on the part of the Transferors. This Agreement has been duly executed and delivered by the Transferors, and (assuming due authorization, execution and delivery by the Purchaser)

SECTION 4.02 The Transferors acknowledge that the Purchaser has entered into this Agreement on the basis of the Warranties and that the Purchaser is relying on the Warranties. Each Warranty shall be construed independently. SECTION 4.03 The Purchaser's right or ability to make a claim under or in respect of the Warranties or to damages or other relief in respect of any breach of the Warranties shall not be affected or limited, and the amount recoverable shall not be reduced, by any other information of which the Purchaser has or may have actual or constructive or imputed knowledge and, in particular the rights and remedies of the Purchaser shall not be affected or limited in any way by any investigation made by or on behalf of the Purchaser into the Company. SECTION 4.04 The right or ability of the Purchaser to make a claim under or in respect of the Warranties shall be without prejudice to any other right of the Purchaser to damages or other relief in respect of any breach of the Warranties. SECTION 4.05 The execution and delivery of this Agreement by the Transferors, the performance by the Transferors of their obligations hereunder and the consummation by the Transferors of the Transaction have been duly authorized by all requisite action on the part of the Transferors. This Agreement has been duly executed and delivered by the Transferors, and (assuming due authorization, execution and delivery by the Purchaser) constitutes a legal, valid and binding obligation of the Transferors enforceable against the Transferors in accordance with its terms. SECTION 4.06 The execution, delivery and performance of this Agreement by the Transferors do not and will not (a) violate, conflict with or result in the breach of any provision of the organizational documents of the Company; or (b) conflict with or violate any PRC Law or Governmental Order applicable to the Transferors or the Company, or any of their assets, properties or businesses. SECTION 4.07 The execution, delivery and performance of this Agreement by the Transferors do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority or its designated organizations, except for the Company's registration alteration at its company registration authority for the completion of the transfer of the Sale Equity to the Transferees and the recording of the Transferees as legal shareholders of the Company owning and holding, in aggregate, 100% of the Company's total equity interest. SECTION 4.08 Each of the Transferors represents and warrants to the Purchaser that each of the statements contained in Schedule 2 are correct and complete as of the date of this Agreement. 12

ARTICLE 5 CONDITIONS TO OBLIGATIONS SECTION 5.01 Conditions to Obligations of the Transferors. The obligations of the Transferors to consummate the Transaction shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date except where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not reasonably be expected to have a Material Adverse Effect on the Company; (b) No Action shall have been commenced or threatened by or before any Governmental Authority or Nongovernmental Authority against the Transferors or the Purchaser, seeking to restrain the Transaction which, in the reasonable, good faith determination of the Transferors, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 5.01(b) shall not apply if any of the Transferors has directly or indirectly solicited or encouraged any such Action; (c) Since the date of this Agreement, no fact, circumstance, event or change shall have occurred, or be reasonably likely to occur, which has had, or could reasonably be expected to have, a Material Adverse Effect;

ARTICLE 5 CONDITIONS TO OBLIGATIONS SECTION 5.01 Conditions to Obligations of the Transferors. The obligations of the Transferors to consummate the Transaction shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date except where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not reasonably be expected to have a Material Adverse Effect on the Company; (b) No Action shall have been commenced or threatened by or before any Governmental Authority or Nongovernmental Authority against the Transferors or the Purchaser, seeking to restrain the Transaction which, in the reasonable, good faith determination of the Transferors, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 5.01(b) shall not apply if any of the Transferors has directly or indirectly solicited or encouraged any such Action; (c) Since the date of this Agreement, no fact, circumstance, event or change shall have occurred, or be reasonably likely to occur, which has had, or could reasonably be expected to have, a Material Adverse Effect; (d) the Purchaser shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it under this Agreement at or prior to the Closing Date. SECTION 5.02 Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the Transaction shall be subject to the fulfillment of each of the following conditions: (a) The Warranties shall be true and correct in all material respects on the Closing Date with the same force and effect as if made as on each such date, except where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not reasonably be expected to have a Material Adverse Effect; (b) On each of the Closing Date, and each Subsequent Consideration Payment Date, no Action shall have been commenced or threatened by or before any Governmental Authority against the Transferors or the Purchaser seeking to restrain the Transaction which, in the reasonable, good faith determination of 13

the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; (c) At or prior to the Closing Date, each of Yu Gang, Ding Bin and Duan Gong shall have signed an executive service agreement with the Company reasonably acceptable to the Company and each party, for a period of five years; (d) Since the date of this Agreement, no fact, circumstance, event or change shall have occurred, or be reasonably likely to occur, which has had, or could reasonably be expected to have, a Material Adverse Effect; (e) Each of the Transferors shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it under this Agreement at or prior to the Closing Date; (f) each of the Transferors have waived any pre-emptive rights it may have relating thereto by the current articles of association of the Company; (g) the shareholders, the executive director and/or equivalent internal power authority of the Parties have approved the Transaction;

the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; (c) At or prior to the Closing Date, each of Yu Gang, Ding Bin and Duan Gong shall have signed an executive service agreement with the Company reasonably acceptable to the Company and each party, for a period of five years; (d) Since the date of this Agreement, no fact, circumstance, event or change shall have occurred, or be reasonably likely to occur, which has had, or could reasonably be expected to have, a Material Adverse Effect; (e) Each of the Transferors shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it under this Agreement at or prior to the Closing Date; (f) each of the Transferors have waived any pre-emptive rights it may have relating thereto by the current articles of association of the Company; (g) the shareholders, the executive director and/or equivalent internal power authority of the Parties have approved the Transaction; (h) the Purchaser shall have completed its due diligence inquiry of the Company and be reasonably satisfied with the results thereof; (i) all outstanding loans from the Company and each Subsidiary to any of the Transferors shall have been waived; (j) The Company or any of its Subsidiaries shall have obtained a television program production licenses to the satisfaction of the Purchaser prior to the Third Subsequent Payment Date; (k) The Company shall have obtained and owned at least 90% equity interest of Beijing Workshop Communications Co., Ltd. ("BWC"), with the remaining equity interest of BWC owned by the Transferors, and all necessary registration and government procedures with respect thereto shall have been properly completed to the satisfaction of the Purchaser; and The Company shall have obtained and owned at least 90% equity interest of Beijing Golden Ways Culture Development Co., Ltd. ("BGW"), with the remaining equity interest of BGW owned by the Transferors, and all necessary registration and government procedures with respect thereto shall have been properly completed to the satisfaction of the Purchaser. 14

The Parties shall make best efforts to fulfill the conditions set out in this section 5.02, obtain all relevant approvals from the government or other relevant authorities for the purpose of the Transaction and complete the Transaction within two 2) months from the execution of this Agreement. If due to either party the transaction is not completed on the stipulated date, the Party which is not at default has the right to terminate this Agreement by giving written notice to the other Parties. ARTICLE 6 NON COMPETITION SECTION 6.01 Acknowledgements. Each of the Transferors hereby acknowledges and agrees as follows: (a) the Transferors' relationship with the Company involves and has involved the understanding of and access to certain trade secrets and confidential information pertaining to the property, business and operations of the Company and its Affiliates; (b) the Transferors' competition with the Company and/or its Affiliates, the solicitation of Company Clients (as defined in Section 6.02(b) or employees of the Company, the Purchaser or their Affiliates, or the Transferors' disclosure of trade secrets or confidential information relating to the Company, the Purchaser, and their Affiliates,

The Parties shall make best efforts to fulfill the conditions set out in this section 5.02, obtain all relevant approvals from the government or other relevant authorities for the purpose of the Transaction and complete the Transaction within two 2) months from the execution of this Agreement. If due to either party the transaction is not completed on the stipulated date, the Party which is not at default has the right to terminate this Agreement by giving written notice to the other Parties. ARTICLE 6 NON COMPETITION SECTION 6.01 Acknowledgements. Each of the Transferors hereby acknowledges and agrees as follows: (a) the Transferors' relationship with the Company involves and has involved the understanding of and access to certain trade secrets and confidential information pertaining to the property, business and operations of the Company and its Affiliates; (b) the Transferors' competition with the Company and/or its Affiliates, the solicitation of Company Clients (as defined in Section 6.02(b) or employees of the Company, the Purchaser or their Affiliates, or the Transferors' disclosure of trade secrets or confidential information relating to the Company, the Purchaser, and their Affiliates, following the transfer of the Sale Equity to the Transferee, would substantially and negatively impact the results and success of the operation of the Company and/or such Affiliates beyond that which would arise from the competition of an unrelated third party; (c) all Clients of the Company and its Affiliates, regardless of when or by whom acquired, are the assets of the Company and its Affiliates, and not assets of the Transferors; (d) the Transferors have carefully considered the restrictions contained in this Article VI, and each of the Transferors specifically agrees that the same are reasonable, necessary and essential to the preservation of the business of the Company and its Affiliates for the benefit of the Purchaser after the Transaction is completed; and (e) the Transferors' covenants set forth in this Article VI are an essential part of the inducement of the Purchaser to enter into this Agreement, and but for the covenants contained herein, the Purchaser would not have entered into this Agreement. SECTION 6.02 Non Compete. Each of the Transferors agrees with the Purchaser that he will not, and will procure that each of its Affiliates will not, directly or indirectly, 15

whether by itself, by its employees or agents and whether on its own account or on behalf of or in conjunction with or through the medium of, or as manager, adviser, consultant or agent for, any other person or otherwise howsoever, for a period of five (5) years from the date of this Agreement (the "RESTRICTED PERIOD"), without the express written permission of the Purchaser or pursuant to the performance of its duties and obligations under this Agreement: (a) engage in, assist or have any active interest in a business located in PRC or any other place in which the Company carries on business, on his or her own behalf or for others, that provides, sells, develops, markets or conducts a business that directly or indirectly competes with or is substantially similar to the business conducted by the Company on the date hereof, and/or of the Company or the Purchaser during the Restricted Period (the "BUSINESS"); or (b) solicit or canvass or otherwise deal with any person, firm, company or other organisation which at any time during the three (3) years prior to the date of this Agreement was a customer of any of the Company or its Affiliates in relation to the Business or any of them or was, at such the date in the process of negotiating or contemplating doing business with any of the Company or its Affiliates in relation to any the Business ("CLIENTS"); (c) solicit or entice away or endeavour to solicit or entice away from the Company or employ or otherwise

whether by itself, by its employees or agents and whether on its own account or on behalf of or in conjunction with or through the medium of, or as manager, adviser, consultant or agent for, any other person or otherwise howsoever, for a period of five (5) years from the date of this Agreement (the "RESTRICTED PERIOD"), without the express written permission of the Purchaser or pursuant to the performance of its duties and obligations under this Agreement: (a) engage in, assist or have any active interest in a business located in PRC or any other place in which the Company carries on business, on his or her own behalf or for others, that provides, sells, develops, markets or conducts a business that directly or indirectly competes with or is substantially similar to the business conducted by the Company on the date hereof, and/or of the Company or the Purchaser during the Restricted Period (the "BUSINESS"); or (b) solicit or canvass or otherwise deal with any person, firm, company or other organisation which at any time during the three (3) years prior to the date of this Agreement was a customer of any of the Company or its Affiliates in relation to the Business or any of them or was, at such the date in the process of negotiating or contemplating doing business with any of the Company or its Affiliates in relation to any the Business ("CLIENTS"); (c) solicit or entice away or endeavour to solicit or entice away from the Company or employ or otherwise engage any of the Company's employees, whether or not such person would commit any breach of his contract of employment by reason of his leaving the service of the Company; (d) engage or assist in any manner in any trade or business using, or be associated with any person engaged in any trade or business using (whether as a corporate name or trading name or trademarks or otherwise) any of the names, trademarks, logos, design, get up or packaging used by the Company or any names, trade marks, logos, design, get up or packaging which are confusingly similar to any names, trade marks, logos, design, get up or packaging used by the Company; or (e) in the course of carrying on any trade or business, claim, represent or otherwise indicate any present association with the Business or, for the purpose of obtaining or retaining any business or custom, claim, represent or otherwise indicate any past association with the Business. SECTION 6.03 Confidential Information. Without the prior written consent of the Purchaser, the Transferors shall not use, whether for itself or on behalf of any third party, or divulge to any third party other than the Company, the Purchaser, or any of their Affiliates or their or the Transferors respective professional advisers, employees, officers and directors for the benefit of the Company, the Purchaser, or their Affiliates, any trade secrets or other Confidential Information (as defined below) learned or obtained by such Transferor, whether prior to, on or after the date of the execution of this Agreement. As 16

used herein, the term "CONFIDENTIAL INFORMATION" means information disclosed to or known by the Transferors (whether before, on or after the date of this Agreement) as a consequence of the Transferors' relationship with the Company and not generally known in the industry in which the Company, the Purchaser, or any Affiliate of theirs is engaged and that in any way relates to the business of the Company, the Purchaser, or any Affiliate of theirs, and regardless of the format in which it is presented or embodied (written, graphic, electromagnetic or otherwise). The term "CONFIDENTIAL INFORMATION," as used herein, does not include information (a) which was already in the public domain through authorized disclosures, or (b) which is disclosed as a matter of right by a third party source after the date of this Agreement provided that such third party source is not bound by confidentiality obligations in favour of the Company, the Purchaser, or their Affiliates. SECTION 6.04 Limitations. While the parties hereto consider that the aforesaid non-compete restrictions are reasonable in all the circumstances, it is agreed that if such restrictions by themselves or taken together shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the interests of the Company but would be adjudged reasonable if part or parts of the wording thereof were deleted or the periods thereof were reduced or the range of businesses or area dealt with thereby were reduced in scope, the relevant

used herein, the term "CONFIDENTIAL INFORMATION" means information disclosed to or known by the Transferors (whether before, on or after the date of this Agreement) as a consequence of the Transferors' relationship with the Company and not generally known in the industry in which the Company, the Purchaser, or any Affiliate of theirs is engaged and that in any way relates to the business of the Company, the Purchaser, or any Affiliate of theirs, and regardless of the format in which it is presented or embodied (written, graphic, electromagnetic or otherwise). The term "CONFIDENTIAL INFORMATION," as used herein, does not include information (a) which was already in the public domain through authorized disclosures, or (b) which is disclosed as a matter of right by a third party source after the date of this Agreement provided that such third party source is not bound by confidentiality obligations in favour of the Company, the Purchaser, or their Affiliates. SECTION 6.04 Limitations. While the parties hereto consider that the aforesaid non-compete restrictions are reasonable in all the circumstances, it is agreed that if such restrictions by themselves or taken together shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the interests of the Company but would be adjudged reasonable if part or parts of the wording thereof were deleted or the periods thereof were reduced or the range of businesses or area dealt with thereby were reduced in scope, the relevant restriction or restrictions shall apply with such modifications as may be necessary to make it or them valid and effective. ARTICLE 7 ADDITIONAL AGREEMENT SECTION 7.01 Further Action. Each of the Parties shall (a) take all reasonable actions necessary to comply promptly with all legal and regulatory requirements which may be imposed on any of them with respect to the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed on any of them in connection with the transactions contemplated hereby and (b) take all reasonable actions necessary to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party, required to be obtained by any of the Parties in connection with the transactions contemplated by this Agreement. SECTION 7.02 Continuing Business. For the period commencing on the date of this Agreement through and including the Third Subsequent Consideration Payment Date (the "EARNOUT PERIOD"), YU Gang shall act in good faith with regard to operating the Company's business in a manner that is consistent with past practice. During the Earnout Period, YU Gang shall not, without the prior written approval of the Purchaser, (i) require or permit the Company to incur any financial expenditures or commitments (including employee benefit costs) outside the ordinary course of business consistent with past practice; (ii) impose any consolidated group costs or expenses in the operation of the Company's business that are not approved by the Purchaser; (iii) engage in the trading of 17

securities; (iv) increase its indebtedness for borrowed money or make any loan or advance or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any other Person outside the ordinary course of business consistent with past practice; (v) make any bonus or profit sharing distribution or similar payment of any kind outside the normal course of business; or (vi) pay or declare any dividends. During the Earnout Period, without prejudice to the foregoing and subject to any other covenants and provisions in this agreement, Yu Gang shall have primary responsibility and reasonable control over operating expenses, the hiring and firing of employees and pricing, in each case relating to the Company's business, in each case subject to the requirements of the Purchaser with respect to the overall business (as defined below) as conducted by the Purchaser and its subsidiaries and subject to the oversight of the board of directors of the Purchaser. During the Earn-Out Period, except as otherwise specifically contemplated by this Agreement, or with the prior written consent of Yu Gang, the Purchaser will not (a) require the Company to incur any financial expenditures or commitments (including employee benefit costs) outside the ordinary course of business consistent with past practice, unless such expenditures or commitments are incurred after the prior approval of Yu Gang; (b) impose any Purchaser or consolidated group costs or expenses in the operation of the Company business that are not reasonably approved by YU Gang.

securities; (iv) increase its indebtedness for borrowed money or make any loan or advance or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of any other Person outside the ordinary course of business consistent with past practice; (v) make any bonus or profit sharing distribution or similar payment of any kind outside the normal course of business; or (vi) pay or declare any dividends. During the Earnout Period, without prejudice to the foregoing and subject to any other covenants and provisions in this agreement, Yu Gang shall have primary responsibility and reasonable control over operating expenses, the hiring and firing of employees and pricing, in each case relating to the Company's business, in each case subject to the requirements of the Purchaser with respect to the overall business (as defined below) as conducted by the Purchaser and its subsidiaries and subject to the oversight of the board of directors of the Purchaser. During the Earn-Out Period, except as otherwise specifically contemplated by this Agreement, or with the prior written consent of Yu Gang, the Purchaser will not (a) require the Company to incur any financial expenditures or commitments (including employee benefit costs) outside the ordinary course of business consistent with past practice, unless such expenditures or commitments are incurred after the prior approval of Yu Gang; (b) impose any Purchaser or consolidated group costs or expenses in the operation of the Company business that are not reasonably approved by YU Gang. SECTION 7.03 The Transferors undertake that after the signing of this Agreement they will cause the Company to provide, on an ongoing basis, in such formats and at such time as requested by the Purchaser with information in relation to the Company, including but not limited to its operations, financial affairs or management sufficient to enable the Purchaser to meet its ongoing budgeting and audit requirements. SECTION 7.04 At any time after the Closing, the Purchaser shall have the right to, at its sole discretion, cause the Transferee to sell and transfer any portion or all of the Sale Equity to one or more non-Chinese entities designated by the Purchaser, and to restructure and convert the Company to a Chinese foreign-invested company. The Transferors hereby undertake to the Purchaser that they will fully cooperate with the Purchaser, the Transferee and the entity/entities designated by the Purchaser to consummate the transfer and corporate restructure and conversion. SECTION 7.05 For the period commencing on the Closing Date through and including the date of payment of the Third Subsequent Consideration Amount pursuant to Section 2.02, and provided that the Transferors are not in material default of the provisions of this Agreement, the Transferors shall be entitled to appoint one director to the board of directors of the Company. Immediately following the Closing Date, the Purchaser shall be entitled to appoint the legal representative of the Company and each Subsidiary, the directors of the Company and each Subsidiary, and a finance controller for the Company, and the Parties agree to take all reasonable steps to effect such appointments. 18

ARTICLE 8 EFFECTIVE DATE AND TERMINATION SECTION 8.01 Effective Date. This Agreement shall come into effect on the date of execution. SECTION 8.02 Termination. This Agreement may be terminated at any time prior to the Closing in accordance with the following provisions: (a) By mutual written consent of the Purchaser and the Transferors; (b) By either the Transferors or the Purchaser if the Closing does not occur on or before the date that is four months after the date hereof (the "TERMINATION DATE"); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any provision of this Agreement has been the cause of, or resulted in, the failure of the Transaction to be consummated by the Termination Date; (c) Subject to Section 10.06, either the Transferors or the Purchaser shall be entitled to elect not to complete the sale and purchase of the Sale Equity and, accordingly, to terminate this Agreement upon written notice to the other parties hereto if on or before the Closing Date:

ARTICLE 8 EFFECTIVE DATE AND TERMINATION SECTION 8.01 Effective Date. This Agreement shall come into effect on the date of execution. SECTION 8.02 Termination. This Agreement may be terminated at any time prior to the Closing in accordance with the following provisions: (a) By mutual written consent of the Purchaser and the Transferors; (b) By either the Transferors or the Purchaser if the Closing does not occur on or before the date that is four months after the date hereof (the "TERMINATION DATE"); provided, however, that the right to terminate this Agreement pursuant to this Section 8.02(b) shall not be available to any party whose breach of any provision of this Agreement has been the cause of, or resulted in, the failure of the Transaction to be consummated by the Termination Date; (c) Subject to Section 10.06, either the Transferors or the Purchaser shall be entitled to elect not to complete the sale and purchase of the Sale Equity and, accordingly, to terminate this Agreement upon written notice to the other parties hereto if on or before the Closing Date: (i) it becomes aware that one or more of the representations or warranties of the other party contained in this Agreement is or are untrue, incorrect or misleading in any material respect; or (ii) there is a material breach of any covenant or obligation of the other party under this Agreement; or (iii) any Action shall have been commenced or threatened by or before any Governmental Authority or Nongovernmental Authority against the Transferors or the Purchaser, seeking to restrain the Transaction which, in its reasonable, good faith determination, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 8.02(c)(iii) may not be invoked by a party which has directly or indirectly solicited or encouraged such Action; or (iv) The party desiring to terminate this Agreement pursuant to this Section 8.02 (other than pursuant to Section 8.02(a)) shall give written notice of such termination to the other party. 19

ARTICLE 9 WAIVER, RELEASE OF CLAIMS AND INDEMNIFICATION SECTION 9.01 Waiver. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the terms or conditions of the other party contained therein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of either party to assert any of its rights hereunder shall not constitute a waiver of any of such rights. SECTION 9.02 Indemnification by the Purchaser. The Purchaser shall indemnify, defend and hold harmless the Transferors (each, a "PURCHASER INDEMNIFIED PERSON") from and against all actions, causes of action, suits, debts, obligations, losses, damages, amounts paid in settlement, liabilities, costs and expenses (including but not limited to interest, penalties and reasonable attorneys' fees and expenses) ("LOSSES") arising out of, in connection with or in relation to: (a) the material breach of any representation or warranty made by the Purchaser contained in this Agreement;

ARTICLE 9 WAIVER, RELEASE OF CLAIMS AND INDEMNIFICATION SECTION 9.01 Waiver. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the terms or conditions of the other party contained therein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of either party to assert any of its rights hereunder shall not constitute a waiver of any of such rights. SECTION 9.02 Indemnification by the Purchaser. The Purchaser shall indemnify, defend and hold harmless the Transferors (each, a "PURCHASER INDEMNIFIED PERSON") from and against all actions, causes of action, suits, debts, obligations, losses, damages, amounts paid in settlement, liabilities, costs and expenses (including but not limited to interest, penalties and reasonable attorneys' fees and expenses) ("LOSSES") arising out of, in connection with or in relation to: (a) the material breach of any representation or warranty made by the Purchaser contained in this Agreement; (b) the material breach of any covenant or agreement by the Purchaser contained in this Agreement; SECTION 9.03 Indemnification by the Transferors. The Transferors shall indemnify, defend and hold harmless each of the Purchaser and the Company and their employees, officers and directors (each, a "TRANSFEROR INDEMNIFIED PERSON") from and against all Losses arising out of, in connection with or in relation to: (a) the breach of any representation or warranty made by the Transferors contained in this Agreement; (b) the breach of any covenant or agreement by the Transferors contained in this Agreement; or (c) (i) any and all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("PRE-CLOSING TAX Period"), and (ii) any and all Taxes of any person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing. 20

Payment in full of any amount due from the Transferors under this Section 9.03 (c) shall be made to the Purchaser Indemnified Person in immediately available funds at least two business days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen days after written demand is made for such payment. SECTION 9.04 Deductible; Limitations on Liability. (a) None of the Purchaser Indemnified Person or Transferor Indemnified Person shall be entitled to indemnification for any Losses under Section 9.02 or Section 9.03, respectively, unless and until the aggregate amount of Losses suffered, sustained, or incurred by all of the Purchaser Indemnified Persons or the Transferor Indemnified Persons, as the case may be, and giving rise to a claim for indemnification hereunder exceeds U.S. $25,000, calculated on a cumulative basis and not on a per item basis and then only to the extent of such excess. (b) No the Purchaser Indemnified Person or Transferor Indemnified Person shall be entitled to more than one recovery for any single Loss even though such Loss may have resulted from the breach or inaccuracy of more than one of the representations, warranties, covenants and agreements made by the Purchaser or Transferor, as the case may be, in or pursuant to this Agreement

Payment in full of any amount due from the Transferors under this Section 9.03 (c) shall be made to the Purchaser Indemnified Person in immediately available funds at least two business days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen days after written demand is made for such payment. SECTION 9.04 Deductible; Limitations on Liability. (a) None of the Purchaser Indemnified Person or Transferor Indemnified Person shall be entitled to indemnification for any Losses under Section 9.02 or Section 9.03, respectively, unless and until the aggregate amount of Losses suffered, sustained, or incurred by all of the Purchaser Indemnified Persons or the Transferor Indemnified Persons, as the case may be, and giving rise to a claim for indemnification hereunder exceeds U.S. $25,000, calculated on a cumulative basis and not on a per item basis and then only to the extent of such excess. (b) No the Purchaser Indemnified Person or Transferor Indemnified Person shall be entitled to more than one recovery for any single Loss even though such Loss may have resulted from the breach or inaccuracy of more than one of the representations, warranties, covenants and agreements made by the Purchaser or Transferor, as the case may be, in or pursuant to this Agreement SECTION 9.05 Joint and Several Liability of the Transferors. For purposes of this Agreement, the Transferors shall be considered as one entity. The Transferors shall be jointly and severally responsible for all of the Transferors' obligations and covenants hereunder and jointly and severally liable for any and all damages or liabilities relating to this Agreement. ARTICLE 10 GENERAL PROVISIONS SECTION 10.01 Expenses. All costs and expenses, including but not limited to, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transaction shall be paid by the party incurring such costs and expenses. SECTION 10.02 Notices. Notices and communications between the parties hereunder shall be in writing and shall be sent by personal delivery, prepaid registered or certified first class mail, prepaid air courier or facsimile to the parties' addresses set forth below. Any notice given by personal delivery, registered or certified mail or air courier shall be deemed to have been received on the date of receipt; and any notice given by facsimile shall be deemed received after electronic answerback has been received and twenty-four (24) hours have elapsed at the place of the party receiving such notice. 21
To the Transferors: Attention: YU Gang To the Purchaser: Attention: Mr. John McLean Title: General Counsel Xinhua Finance Limited Suite 2003-4 Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong Tel: (852) 3196 3939 Fax: (852) 2541 8266

#301702, Jianwai SOHO, No.39 Dongsanhuan Zhong Lu, Beijing 100022 PRC Tel: (8610)58691930 Fax: (8610)58691780

SECTION 10.03 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

To the Transferors: Attention: YU Gang

#301702, Jianwai SOHO, No.39 Dongsanhuan Zhong Lu, Beijing 100022 PRC Tel: (8610)58691930 Fax: (8610)58691780

To the Purchaser: Attention: Mr. John McLean Title: General Counsel Xinhua Finance Limited Suite 2003-4 Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong Tel: (852) 3196 3939 Fax: (852) 2541 8266

SECTION 10.03 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. SECTION 10.04 Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Transferors and the Purchaser. SECTION 10.05 Governing Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Any dispute arising out of or in connection with this Agreement, including a dispute as to the validity or existence of this Agreement, shall be submitted to International Chamber of Commerce Court of Arbitration and resolved by arbitration in Hong Kong conducted in English by a single arbitrator of International Chamber of Commerce Court of Arbitration in accordance with the rules of the United Nations Commission on International Trade Law (UNCITRAL); provided, that, unless the parties agree otherwise: (i) each party shall be required only to produce specific, identified documents which are relevant to the dispute; and (ii) the parties agree the arbitration award shall be final. In addition, the parties hereto agree that no party shall have any right to commence or maintain any suit or legal proceeding concerning a dispute hereunder until the dispute has been determined in accordance with the arbitration procedure provided for herein and then only to enforce or facilitate the execution of the award rendered in such arbitration. The parties agree not to contest or seek relief from the award in any court. SECTION 10.06 Prevailing Party Attorneys' Fees. If any action or proceeding is commenced to construe or enforce this Agreement or the rights and duties of the parties hereunder, then the party prevailing in that action, and any appeal thereof, shall be entitled to recover its attorneys' fees and costs in that action or proceeding, as well as all costs and fees of any appeal or action to enforce any judgment entered therein. 22

SECTION 10.07 Force Majeure. (a) "FORCE MAJEURE" shall mean any act or event which is reasonably unforeseeable or unavoidable and which is beyond the control of the affected party, including, but not limited to, earthquake, storm, lightning, typhoon, fire, flood, outbreak to escalation of hostilities, declaration of national emergency, war, insurrection or similar military actions, strikes and any other act or event which is generally accepted as Force Majeure in international commercial practice. (b) If a party has been prevented from performing its obligations provided in this Agreement because of an event of Force Majeure, it shall notify the other party in writing promptly after the occurrence of the event of Force Majeure. If an event of Force Majeure occurs, neither party shall be responsible for any damage, increased costs, or losses which the other party may sustain by reason of the failure or delay in performance. The party claiming Force Majeure shall take appropriate means to minimize or remove the effects of Force Majeure and, within the shortest possible time, attempt to resume performance of the obligation affected by Force Majeure. If the affected party is unable to perform all or part of its obligations under this Agreement for six (6) months after the date of the notice of the occurrence of Force Majeure, any party shall have the right to terminate this Agreement.

SECTION 10.07 Force Majeure. (a) "FORCE MAJEURE" shall mean any act or event which is reasonably unforeseeable or unavoidable and which is beyond the control of the affected party, including, but not limited to, earthquake, storm, lightning, typhoon, fire, flood, outbreak to escalation of hostilities, declaration of national emergency, war, insurrection or similar military actions, strikes and any other act or event which is generally accepted as Force Majeure in international commercial practice. (b) If a party has been prevented from performing its obligations provided in this Agreement because of an event of Force Majeure, it shall notify the other party in writing promptly after the occurrence of the event of Force Majeure. If an event of Force Majeure occurs, neither party shall be responsible for any damage, increased costs, or losses which the other party may sustain by reason of the failure or delay in performance. The party claiming Force Majeure shall take appropriate means to minimize or remove the effects of Force Majeure and, within the shortest possible time, attempt to resume performance of the obligation affected by Force Majeure. If the affected party is unable to perform all or part of its obligations under this Agreement for six (6) months after the date of the notice of the occurrence of Force Majeure, any party shall have the right to terminate this Agreement. SECTION 10.08 Survival of Warranties. The Warranties of the Parties contained in this Agreement shall be operative and in full force and effect, regardless of any investigation made at any time with respect thereto, and shall remain in full force and effect until the date falling ten (10) years after the date of the execution of this Agreement. SECTION 10.09 Assignment. This Agreement may not be assigned to any third party, except Affiliates of the Purchaser, by operation of Law or otherwise without the express written consent of the Transferors and the Purchaser. SECTION 10.10 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Transferors and the Purchaser with respect to the subject matter hereof. SECTION 10.11 Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 10.12 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which 23

when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. SECTION 10.13 Right of Set-Off. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall have the right to set-off any indemnification payment obligation of which any Purchaser Indemnified Person has given notice of to the Transferors pursuant to this Agreement against any other payment to be made to any Transferor. No exercise by the Purchaser of such right of set-off shall constitute a default in the payment of any amount against which such set-off is made. THE REST OF THE PAGE HAS BEEN INTENTIONALLY LEFT BLANK 24

IN WITNESS WHEREOF, the Transferors and the Purchaser have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. TRANSFERORS:

when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. SECTION 10.13 Right of Set-Off. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall have the right to set-off any indemnification payment obligation of which any Purchaser Indemnified Person has given notice of to the Transferors pursuant to this Agreement against any other payment to be made to any Transferor. No exercise by the Purchaser of such right of set-off shall constitute a default in the payment of any amount against which such set-off is made. THE REST OF THE PAGE HAS BEEN INTENTIONALLY LEFT BLANK 24

IN WITNESS WHEREOF, the Transferors and the Purchaser have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. TRANSFERORS:
[Chinese Characters]: /s/ YU Gang --------------[Chinese Characters]: YU Gang

[Chinese Characters]: /s/ XIA Huai --------------[Chinese Characters]: XIA Huai

THE PURCHASER XINHUA FINANCE LIMITED
Signature: /s/ -------------------------Name: ------------------------------Title: ------------------------------

25

SCHEDULE 1 CORPORATE DETAILS OF THE COMPANY AND SUBSIDIARIESCOMPANY
Item ---Registration Number Name Legal Address Details ------1101112708733(1-1) Beijing Century Media Culture Co., Ltd. 18-338 Jianshe Road, Kaixuan Avenue, Liangxiang Village, Fangshan District, Beijing June 25, 2004 Domestic Limited Liability Company

Date of Establishment Type of Company

IN WITNESS WHEREOF, the Transferors and the Purchaser have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. TRANSFERORS:
[Chinese Characters]: /s/ YU Gang --------------[Chinese Characters]: YU Gang

[Chinese Characters]: /s/ XIA Huai --------------[Chinese Characters]: XIA Huai

THE PURCHASER XINHUA FINANCE LIMITED
Signature: /s/ -------------------------Name: ------------------------------Title: ------------------------------

25

SCHEDULE 1 CORPORATE DETAILS OF THE COMPANY AND SUBSIDIARIESCOMPANY
Item ---Registration Number Name Legal Address Details ------1101112708733(1-1) Beijing Century Media Culture Co., Ltd. 18-338 Jianshe Road, Kaixuan Avenue, Liangxiang Village, Fangshan District, Beijing June 25, 2004 Domestic Limited Liability Company Yu Gang RMB 1,000,000 30 years (June 25, 2004 to June 24, 2034) To conduct the business that do not require special approvals at its own choice, but (i) not to conduct businesses prohibited by national laws and regulations, and (ii) to conduct businesses which require special permits only after obtaining such permits.

Date of Establishment Type of Company Legal Representative Registered Capital Term of Operation Business Scope

26

SCHEDULE 1 CORPORATE DETAILS OF THE COMPANY AND SUBSIDIARIESCOMPANY
Item ---Registration Number Name Legal Address Details ------1101112708733(1-1) Beijing Century Media Culture Co., Ltd. 18-338 Jianshe Road, Kaixuan Avenue, Liangxiang Village, Fangshan District, Beijing June 25, 2004 Domestic Limited Liability Company Yu Gang RMB 1,000,000 30 years (June 25, 2004 to June 24, 2034) To conduct the business that do not require special approvals at its own choice, but (i) not to conduct businesses prohibited by national laws and regulations, and (ii) to conduct businesses which require special permits only after obtaining such permits.

Date of Establishment Type of Company Legal Representative Registered Capital Term of Operation Business Scope

26

SUBSIDIARIES
Item ---Registration Number Name Legal Address Details ------1101112734215(1-1) Beijing Workshop Communications Co., Ltd. 105# Yanfang Industrial Park, Yancun Town, Fangshan District, Beijing July 21, 2004 Domestic Limited Liability Company Ding Bin RMB 1,000,000 30 years (July 21, 2004 to July 20, 2034) To conduct the business that do not require special approvals at its own choice, but (i) not to conduct businesses prohibited by national laws and regulations, and (ii) to conduct businesses which require special permits only after obtaining such permits. Beijing Century Media Culture Co., Ltd Yu Gang 5%; XIA Huai 5% 90%;

Date of Establishment Type of Company Legal Representative Registered Capital Term of Operation Business Scope

Equity Ownership

Item ---Registration Number

Details ------1101052314968(1-1)

SUBSIDIARIES
Item ---Registration Number Name Legal Address Details ------1101112734215(1-1) Beijing Workshop Communications Co., Ltd. 105# Yanfang Industrial Park, Yancun Town, Fangshan District, Beijing July 21, 2004 Domestic Limited Liability Company Ding Bin RMB 1,000,000 30 years (July 21, 2004 to July 20, 2034) To conduct the business that do not require special approvals at its own choice, but (i) not to conduct businesses prohibited by national laws and regulations, and (ii) to conduct businesses which require special permits only after obtaining such permits. Beijing Century Media Culture Co., Ltd Yu Gang 5%; XIA Huai 5% 90%;

Date of Establishment Type of Company Legal Representative Registered Capital Term of Operation Business Scope

Equity Ownership

Item ---Registration Number Name Legal Address

Details ------1101052314968(1-1) Beijing Golden Ways Culture Development Co., Ltd. Suite 501, Tianchuangshiyuan B1, Huizhongbeili, Datun Road, Chaoyang District, Beijing. July 31, 2001 Domestic Limited Liability Company Duan Gong RMB 300,000 20 years (July 31, 2001 to July 30, 2021) To organize cultural exchange activities (except performance), enterprise feature design, exhibitions, graphic design and making by computers, movie planning, design and making of advertisement, photography, house decoration, lease of movie instruments (except those not approved specially) Beijing Century Media Culture Co., Ltd Yu Gang 5%; XIA Huai 5% 90%

Date of Establishment Type of Company Legal Representative Registered Capital Term of Operation Business Scope

Equity Ownership

27

SCHEDULE 2 TRANSFERORS' WARRANTY

SCHEDULE 2 TRANSFERORS' WARRANTY In this Schedule 2, terms defined in the main text of this Agreement shall have the same meanings, and the following terms shall have the following meanings: "ACCOUNTS" means the audited accounts of the Company and each of the Subsidiaries for the period ending on the Last Accounting Date and all notes, reports and other documents attached to the audited accounts. "CONFIDENTIAL INFORMATION" means all know-how, lists of customers or suppliers, trade secrets, technical processes or other confidential information belonging to the Company or to any third party. "ENCUMBRANCE" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of preemption, third-party right or interest, other encumbrance or security interest of any kind, or any other type of preferential arrangement (including without limitation a title retention or trust arrangement) having similar effect. "LAST ACCOUNTING DATE" means 31 December 2004. "LEASES" mean the leases, sub-leases, tenancy agreements, sub-tenancy agreements, licenses or other documents (including any options for extension relating thereto) granted or agreed to be granted to the Company or pursuant to which the Company holds or occupies any property. "SUBSIDIARY" shall mean any corporation or other form of legal entity of which the Company beneficially owns, either directly or through its Affiliates, 50% or more of the total combined voting power of all classes of voting securities of such entity. "TAX" means any form of taxation, withholding, levy, duty, charge, contribution, including without limitation any impost of whatever nature (including any fine, penalty, surcharge or interest in relation thereto) imposed by a central, local, municipal, provincial, governmental, state, federal or other fiscal, revenue, customs, excise or other authority, body or official in the PRC or otherwise. 1. CAPACITY AND AUTHORITY 1.1 The Transferors have the right, power and authority and has taken all actions necessary to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement and each document to be executed at or before the Closing Date. 1.2 Each of the Company and the Subsidiaries has the right, power and authority to conduct its business as conducted at the date of this Agreement. 28

2. INFORMATION 2.1 All information given by, or on behalf of, the Transferors to the Purchaser, its advisers or agents before or during the negotiations leading to this Agreement is true, complete, accurate and not misleading. 2.2 All information about the Sale Equity, the Company and the Subsidiaries which might be material for disclosure to a buyer of the Sale Equity has been disclosed to the Purchaser in writing. 3. SALE EQUITY 3.1 The Transferors are the legal and record owner of the Sale Equity. There is no Encumbrance and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to the Sale Equity or any part of it. No person has claimed to be entitled to an Encumbrance in relation to the Sale Equity or any part of it.

2. INFORMATION 2.1 All information given by, or on behalf of, the Transferors to the Purchaser, its advisers or agents before or during the negotiations leading to this Agreement is true, complete, accurate and not misleading. 2.2 All information about the Sale Equity, the Company and the Subsidiaries which might be material for disclosure to a buyer of the Sale Equity has been disclosed to the Purchaser in writing. 3. SALE EQUITY 3.1 The Transferors are the legal and record owner of the Sale Equity. There is no Encumbrance and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to the Sale Equity or any part of it. No person has claimed to be entitled to an Encumbrance in relation to the Sale Equity or any part of it. 3.2 Subsidiaries. Schedule 1 sets forth a complete list of the Subsidiaries, indicating their respective jurisdictions of incorporation or organization and, for each Subsidiary, the number of authorized and outstanding shares of capital stock or other equity interests (including partnership interests) in or voting securities of each class and the name of, and number of shares or other equity interests in or voting securities owned by, each holder as at Closing. (a) The Company does not directly or indirectly own any voting or equity, membership or similar interest in, or any interest convertible into, exchangeable or exercisable for, or carrying the rights to acquire, any voting, equity, membership or similar interest in, any corporation, partnership, joint venture or other business association or entity other than the Subsidiaries; (b) All the outstanding shares of capital stock of, or other ownership interests (including partnership interests) in, the Subsidiaries have been validly issued and are fully paid and non-assessable, have not been issued in violation of, and are not subject to, any preemptive or similar rights, and are owned solely by the Company, free and clear of any Encrumbrances; (c) Other than shares of capital stock or other equity securities held of record or beneficially by the Company or a wholly-owned Subsidiary thereof, there are no shares of capital stock or other equity securities of any of the Subsidiaries authorized, issued or outstanding; and 29

(d) There are no securities outstanding, convertible into, exchangeable for or carrying the right to acquire, or any voting agreements with respect to, any securities of any of the Subsidiaries or any subscriptions, warrants, options, rights or other arrangements obligating any of the Subsidiaries to issue or acquire any of its equity securities. 4. ACCOUNTS 4.1 GENERAL (a) The Accounts have been prepared and audited on a proper and consistent basis in accordance with the laws and applicable standards, principles and practices generally accepted in the PRC. (b) The Accounts show a true and fair view of the assets, liabilities, capital commitments and the state of affairs of the Company and the Subsidiaries as at the Last Accounting Date and of the profits and losses of the Company and the Subsidiaries, respectively, for the period concerned. 4.2 DEBTS AND LIABILITIES (a) Adequate provision for bad and doubtful debts and all liabilities (whether actual, contingent or otherwise) and all financial commitments in existence at the Last Accounting Date have been made in the Accounts.

(d) There are no securities outstanding, convertible into, exchangeable for or carrying the right to acquire, or any voting agreements with respect to, any securities of any of the Subsidiaries or any subscriptions, warrants, options, rights or other arrangements obligating any of the Subsidiaries to issue or acquire any of its equity securities. 4. ACCOUNTS 4.1 GENERAL (a) The Accounts have been prepared and audited on a proper and consistent basis in accordance with the laws and applicable standards, principles and practices generally accepted in the PRC. (b) The Accounts show a true and fair view of the assets, liabilities, capital commitments and the state of affairs of the Company and the Subsidiaries as at the Last Accounting Date and of the profits and losses of the Company and the Subsidiaries, respectively, for the period concerned. 4.2 DEBTS AND LIABILITIES (a) Adequate provision for bad and doubtful debts and all liabilities (whether actual, contingent or otherwise) and all financial commitments in existence at the Last Accounting Date have been made in the Accounts. (b) All liabilities (actual, contingent or otherwise) and all financial commitments of the Company and the Subsidiaries have been accurately reflected and disclosed in the Accounts. 4.3 PROVISION FOR TAX The Accounts reserve in full for all Taxes to which the Company or the Subsidiaries may become liable under PRC law, for all periods starting on or before the Last Accounting Date. The Accounts reserve in full for contingent or deferred liabilities to Tax for all periods starting on or before the Last Accounting Date. 4.4 ACCOUNTING RECORDS The accounting records of the each of the Company and the Subsidiaries are up-to-date, in the Company's possession or under its control and fully and accurately completed in accordance with PRC law and applicable standards, principles and practices generally accepted in the PRC. 30

5. CHANGES SINCE THE LAST ACCOUNTING DATE 5.1 GENERAL Since the Last Accounting Date:

5. CHANGES SINCE THE LAST ACCOUNTING DATE 5.1 GENERAL Since the Last Accounting Date: (a) each of the Company and the Subsidiaries business has been operated in the usual way so as to maintain it as a going concern; (b) there has been no adverse change in the financial or trading position or prospects of each of the Company and the Subsidiaries; and (c) no material change has occurred in the assets and liabilities shown in the Accounts and there has been no reduction in the value of the net tangible assets of each of the Company and the Subsidiaries on the basis of the valuations used in the Accounts. 5.2 SPECIFIC Since the Last Accounting Date: (a) other than in the usual course of its business, none of the Company or the Subsidiaries has: (i) acquired or disposed of, or agree to acquire or dispose of, any asset; or (ii) assumed or incurred, or agreed to assume or incur, any liability, obligation or expense (actual or contingent); (b) none of the Company or the Subsidiaries has factored, sold or agreed to sell a debt other than in the usual course of its business; (c) neither the Company nor any of the Subsidiaries business has been materially and adversely affected by the loss of a customer or supplier, or by termination or a change in the terms of an agreement, or by an abnormal factor not affecting similar businesses, and to the best of the Transferors' knowledge, information and belief, no fact or circumstances exists which might have a Material Adverse Affect; and (d) no dividends, bonuses or distributions have been declared, paid or made except as provided for in the Accounts. 31

6. TAX 6.1 GENERAL (a) Each of the Company and the Subsidiaries has paid all Taxes which it has become liable to pay and is not, and has not been liable to pay a penalty, surcharge, fine or interest in connection with any Tax. (b) There is no existing, contingent or deferred liability for Tax other than any liability for Tax which arises solely in the ordinary course of its business. (c) Each of the Company and the Subsidiaries is not and does not expect to be involved in a dispute in relation to Tax. No tax authority has investigated or indicated that it intends to investigate the Tax affairs of the Company or the Subsidiaries and there are no facts which are likely to cause such an investigation to be instituted. (d) The tax preferential treatments that the Company and the Subsidiaries is enjoying were legally and validly granted by the relevant tax authorities, and the Company and the Subsidiaries will continue to enjoy such tax preferential treatments.

6. TAX 6.1 GENERAL (a) Each of the Company and the Subsidiaries has paid all Taxes which it has become liable to pay and is not, and has not been liable to pay a penalty, surcharge, fine or interest in connection with any Tax. (b) There is no existing, contingent or deferred liability for Tax other than any liability for Tax which arises solely in the ordinary course of its business. (c) Each of the Company and the Subsidiaries is not and does not expect to be involved in a dispute in relation to Tax. No tax authority has investigated or indicated that it intends to investigate the Tax affairs of the Company or the Subsidiaries and there are no facts which are likely to cause such an investigation to be instituted. (d) The tax preferential treatments that the Company and the Subsidiaries is enjoying were legally and validly granted by the relevant tax authorities, and the Company and the Subsidiaries will continue to enjoy such tax preferential treatments. (e) The Company and each Subsidiary has fully withheld and paid within the statutory time limit to the relevant tax authority the individual income tax on the salaries, wages, and other taxable benefits provided to its directors, officers and employees. 6.2 ENTERPRISE INCOME TAX (a) Each of the Company and the Subsidiaries has paid all enterprise income tax which it has become liable to pay and has not been liable to pay a penalty, surcharge, fine or interest in connection with the enterprise income tax. (b) Each of the Company and the Subsidiaries has timely filed the enterprise income tax returns as required under the PRC laws and regulations. (c) Each of the Company and the Subsidiaries has made, given, obtained and kept up-to-date full and accurate records, invoices, approvals and documents appropriate or required for the purpose of the enterprise income tax returns under PRC laws and regulations. 32

(d) Each of the Company and the Subsidiaries has adopted appropriate or required procedures and treatment for the enterprise income tax which is in compliance with the PRC laws and regulations. (e) There is no existing, contingent or deferred liability for the enterprise income tax of any of the Company and the Subsidiaries. 6.3 BUSINESS TAX Each of the Company and the Subsidiaries: (a) is validly registered with the relevant tax authority for the purpose of PRC business tax laws and regulations; (b) has made, given, obtained and kept up-to-date, full and accurate records, invoices and documents appropriate or required for the purposes of payment of business tax under PRC laws and regulations; (c) is not in arrears with payment or returns of business tax due under PRC laws and regulations. 7. ASSETS 7.1 Each asset included in the Accounts or acquired by each of the Company and the Subsidiaries since the Last

(d) Each of the Company and the Subsidiaries has adopted appropriate or required procedures and treatment for the enterprise income tax which is in compliance with the PRC laws and regulations. (e) There is no existing, contingent or deferred liability for the enterprise income tax of any of the Company and the Subsidiaries. 6.3 BUSINESS TAX Each of the Company and the Subsidiaries: (a) is validly registered with the relevant tax authority for the purpose of PRC business tax laws and regulations; (b) has made, given, obtained and kept up-to-date, full and accurate records, invoices and documents appropriate or required for the purposes of payment of business tax under PRC laws and regulations; (c) is not in arrears with payment or returns of business tax due under PRC laws and regulations. 7. ASSETS 7.1 Each asset included in the Accounts or acquired by each of the Company and the Subsidiaries since the Last Accounting Date (other than inventories subsequently disposed of in the ordinary course of business) and all assets used by the Company and the Subsidiaries: (a) are legally and beneficially owned by it free from any Encumbrance; (b) are not the subject of any agreement for lease, hire, hire purchase or sale on deferred terms; and (c) where capable of possession, are in the exclusive possession or under the exclusive control of it. 7.2 The assets owned, possessed or used by each of the Company and the Subsidiaries comprise all the assets required to enable it to carry on its business fully and effectively in the ordinary course. 7.3 All machinery, vehicles and equipment owned, possessed or used by the each of the Company and the Subsidiaries are in good condition, repair and working order and have been regularly and properly maintained. None is in need of renewal or replacement. 33

8. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY 8.1 None of the Company and the Subsidiaries uses any processes or is engaged in any activities which involve the misuse of any Confidential Information belonging to any third party. All agreements and/or arrangements under which Confidential Information belonging to any third party is made available to the Company and the Company is not in breach of any such agreement or arrangement and is not aware of the existence of any circumstances under which its right to use such Confidential Information may be terminated. 8.2 The Company is not aware of any actual or alleged misuse by any person of any of its Confidential Information. The Company has not disclosed to any person any of its Confidential Information except where such disclosure was properly made in the normal course of the Company's business and was made subject to an agreement under which the recipient is obliged to maintain the confidentiality of such Confidential Information and is restrained from further disclosing it or using it other than for the purposes for which it was disclosed by the Company. 8.3 All Intellectual Property used in the business or businesses of each of the Company and the Subsidiaries: (a) is owned by it as the sole legal and beneficial owner, free of any license or encumbrance in favour of a third party ("OWNED IP"); or

8. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY 8.1 None of the Company and the Subsidiaries uses any processes or is engaged in any activities which involve the misuse of any Confidential Information belonging to any third party. All agreements and/or arrangements under which Confidential Information belonging to any third party is made available to the Company and the Company is not in breach of any such agreement or arrangement and is not aware of the existence of any circumstances under which its right to use such Confidential Information may be terminated. 8.2 The Company is not aware of any actual or alleged misuse by any person of any of its Confidential Information. The Company has not disclosed to any person any of its Confidential Information except where such disclosure was properly made in the normal course of the Company's business and was made subject to an agreement under which the recipient is obliged to maintain the confidentiality of such Confidential Information and is restrained from further disclosing it or using it other than for the purposes for which it was disclosed by the Company. 8.3 All Intellectual Property used in the business or businesses of each of the Company and the Subsidiaries: (a) is owned by it as the sole legal and beneficial owner, free of any license or encumbrance in favour of a third party ("OWNED IP"); or (b) is used by it in accordance with the terms of a current license from the owner of that Intellectual Property ("LICENSED IP") 9. COMPUTER SYSTEMS AND SOFTWARE 9.1 In this paragraph 9, the expression "THE SOFTWARE" means all of the computer programs used by the Company or its Subsidiaries, whether owned by the it ("OWNED SOFTWARE") or licensed to it by a third party ("LICENSED SOFTWARE"). 9.2 Each of the Company and the Subsidiaries has absolute title and right to and copyright in each item of the Owned Software including source code and object code, user and other manuals, tapes, indices, descriptive memoranda, original listings, development working papers, calculations and all other relevant documents, media and confidential information free of all encumbrances and adverse claims and no property rights of it in such Owned Software have been sold, assigned, licensed or disposed of to any party other than by the granting of non-exclusive licenses to customers of it in the ordinary course of its business. 10. DEBTORS 10.1 No debt (including a receivable) shown in the Accounts or accounting records is the subject of an arrangement not made in the usual course of each of the 34

Company and the Subsidiaries business. None of the Company or the Subsidiaries has released a debt (including a receivable) shown on the Accounts or accounting records so that the debtor has paid or will pay less than the debt's book value. None of those debts (including receivables) has been deferred, subordinated or written off or become irrecoverable to any extent. The Transferors have no reason to believe that any of those debts (including receivables) will fail to realise its book value in the usual course of collection. 11. EFFECT OF TRANSFER Neither the execution nor the performance of this Agreement or any document to be executed at or before Closing will: 11.1 result in any of the Company and the Subsidiaries losing the benefit of an asset, licence, permit, right, grant, privilege, preferential treatment or subsidy which it enjoys at the date of this Contract in any jurisdiction, including without limitation any rights in its own or third party owned Intellectual Property; or

Company and the Subsidiaries business. None of the Company or the Subsidiaries has released a debt (including a receivable) shown on the Accounts or accounting records so that the debtor has paid or will pay less than the debt's book value. None of those debts (including receivables) has been deferred, subordinated or written off or become irrecoverable to any extent. The Transferors have no reason to believe that any of those debts (including receivables) will fail to realise its book value in the usual course of collection. 11. EFFECT OF TRANSFER Neither the execution nor the performance of this Agreement or any document to be executed at or before Closing will: 11.1 result in any of the Company and the Subsidiaries losing the benefit of an asset, licence, permit, right, grant, privilege, preferential treatment or subsidy which it enjoys at the date of this Contract in any jurisdiction, including without limitation any rights in its own or third party owned Intellectual Property; or 11.2 conflict with, or result in a breach of, or give rise to an event of default under, or requires the consent of a person, or relieve a person from an obligation under, any agreement or arrangement to which any of the Company and the Subsidiaries is a party or any legal or administrative requirement by which the it is bound. 12. INSURANCE 12.1 Each of the Company and the Subsidiaries has purchased and maintained commercial insurance for personal accident and serious disease of its employees. 12.2 Each of the current insurance and indemnity policies in respect of which each of the Company and the Subsidiaries has an interest is valid and enforceable and is not void or voidable. None of Company or the Subsidiaries has not done anything or omitted to do anything which might make any such policies void or voidable. Closing will not have the effect of terminating, or entitling any insurer to terminate cover under any such policies. 13. LEASES 13.1 The Leases are properly completed and stamped and are in the possession and under the control of the Company. All necessary consents for the grant of the Leases were obtained before such grant and the landlords named in the Leases were and still are the registered legal and beneficial owners thereof. The Leases contain no unusual or onerous provisions and no right of termination by the landlord thereof except on grounds of nonpayment of rent or breach of covenant by the Company. The Leases comprise all properties held or occupied by the Company and the Subsidiaries. 35

13.2 The properties subject to the Leases are not: (a) subject to any outgoings other than water rates, rent, management charges of a non-capital nature and utility charges, and the Company is not responsible for payment of government rent, (b) subject to any options or rights of pre-emption or first refusal in favour of any third parties; (c) adversely affected or likely to be adversely affected by any planning, highways, transport, utility or other proposals; (d) in violation of any insurance policy. 13.3 Policies of insurance relating to the properties subject to the Lease are current and valid, cover the full reinstatement value thereof and are not subject to any special or unusual terms or restrictions or to the payment of any premium in excess of the normal rate for policies of the same kind.

13.2 The properties subject to the Leases are not: (a) subject to any outgoings other than water rates, rent, management charges of a non-capital nature and utility charges, and the Company is not responsible for payment of government rent, (b) subject to any options or rights of pre-emption or first refusal in favour of any third parties; (c) adversely affected or likely to be adversely affected by any planning, highways, transport, utility or other proposals; (d) in violation of any insurance policy. 13.3 Policies of insurance relating to the properties subject to the Lease are current and valid, cover the full reinstatement value thereof and are not subject to any special or unusual terms or restrictions or to the payment of any premium in excess of the normal rate for policies of the same kind. 13.4 The Transferors and the Company know of no reason why the properties subject to the Lease will not be or are likely not to be renewed on their expiry on similar terms to those in the existing Leases, save as regards reasonable commercial increases in rent. 13.5 Neither the Company nor the Subsidiaries owns any real estate properties. 14. ENVIRONMENTAL MATTERS 14.1 Neither the Company nor the Subsidiaries has committed any breach of PRC legal or regulatory requirements for the protection of the environment or of human health or amenity, and has acted at all times in conformity with all relevant PRC laws, regulations, codes of practice, guidance, notes, standards and other advisory materials issued by any local and national governmental authority in the PRC with regard to environmental protection and the protection of human health or amenity. 15. AGREEMENTS Save for the agreements with respect to office lease of the Company, 15.1 Neither the Company nor the Transferors have any knowledge of the invalidity of, or a ground for termination, avoidance or repudiation of, a contract, an agreement, arrangement or obligation to which the Company or a Subsidiary is a party. No party with whom the Company or a Subsidiary has entered into a contract, an agreement, arrangement or obligation has given notice of its intention 36

to terminate, or has sought to repudiate or disclaim, the contract, agreement, arrangement or obligation. 15.2 No party with whom the Company or a Subsidiary has entered into a contract, an agreement or arrangement is in material breach of the contract, agreement or arrangement. No fact or circumstance exists which might give rise to a breach of this type. 15.3 Neither Company nor a Subsidiary is a party to any contract, agreement or arrangement which by reason of this Transfer or by reason of any provision of this Contract, gives any other contracting party the right to terminate that contract, agreement or arrangement, or create or increase any obligation on the Company (whether to make payment or otherwise) to any person. 15.4 Neither the Company nor any Subsidiary is a party to or is liable under a long-term, onerous or unusual contract, agreement, arrangement or commitment, including without limitation: (a) a contract, agreement, arrangement or commitment entered into other than in the usual course of business;

to terminate, or has sought to repudiate or disclaim, the contract, agreement, arrangement or obligation. 15.2 No party with whom the Company or a Subsidiary has entered into a contract, an agreement or arrangement is in material breach of the contract, agreement or arrangement. No fact or circumstance exists which might give rise to a breach of this type. 15.3 Neither Company nor a Subsidiary is a party to any contract, agreement or arrangement which by reason of this Transfer or by reason of any provision of this Contract, gives any other contracting party the right to terminate that contract, agreement or arrangement, or create or increase any obligation on the Company (whether to make payment or otherwise) to any person. 15.4 Neither the Company nor any Subsidiary is a party to or is liable under a long-term, onerous or unusual contract, agreement, arrangement or commitment, including without limitation: (a) a contract, agreement, arrangement or commitment entered into other than in the usual course of business; (b) a contract, agreement, arrangement or commitment entered into other than by way of a bargain at arm's length; (c) a contract, agreement, arrangement or commitment restricting the freedom of the Company to operate the whole or part of its business or exploit any of its assets as it decides; or (d) a contract, agreement, arrangement or commitment which the Company or a Subsidiary cannot comply with on time or without undue or unusual expenditure of money or effort. 16. CREDITORS Each of the Company and the Subsidiaries has paid its creditors within the times agreed with them. No customer or supplier of the Company or a Subsidiary has: 16.1 stopped, or indicated an intention to stop, trading with or supplying the Company or a Subsidiary; 16.2 reduced, or indicated an intention to reduce, substantially its trading with or supplies to the Company or a Subsidiary; or 16.3 changed, or indicated an intention to change, substantially the terms on which it is prepared to trade with or supply the Company or a Subsidiary. 37

17. LICENCES AND STATUTORY COMPLIANCE 17.1 Each of the Company and the Subsidiaries has obtained all licences, permits, approvals and other authorisations as are necessary in order to enable it to own, operate, and use all its assets, to conduct its business as it is currently being conducted, and to sell and provide products and services as they are currently sold and provided. All such licences, permits, approvals, and authorisations are in full force and effect. No violations have been recorded or alleged in respect of any such licences, permits, approvals or authorisations, and no proceeding is pending or, to the knowledge of the Transferors, threatened or contemplated with respect to the revocation or limitation of the same. 17.2 Each of the Company and the Subsidiaries has conducted its business and its corporate affairs in accordance with all applicable PRC laws and has not done or omitted to do anything in contravention or breach of any law of the PRC or elsewhere applicable to it or the business of it which would have a material adverse effect upon the assets or business of the Company. 17.3 Each of the Company and the Subsidiaries has at all times carried on business in all respects in accordance with, and all acts and things done or performed by it are within, the scope of business specified in the Articles and

17. LICENCES AND STATUTORY COMPLIANCE 17.1 Each of the Company and the Subsidiaries has obtained all licences, permits, approvals and other authorisations as are necessary in order to enable it to own, operate, and use all its assets, to conduct its business as it is currently being conducted, and to sell and provide products and services as they are currently sold and provided. All such licences, permits, approvals, and authorisations are in full force and effect. No violations have been recorded or alleged in respect of any such licences, permits, approvals or authorisations, and no proceeding is pending or, to the knowledge of the Transferors, threatened or contemplated with respect to the revocation or limitation of the same. 17.2 Each of the Company and the Subsidiaries has conducted its business and its corporate affairs in accordance with all applicable PRC laws and has not done or omitted to do anything in contravention or breach of any law of the PRC or elsewhere applicable to it or the business of it which would have a material adverse effect upon the assets or business of the Company. 17.3 Each of the Company and the Subsidiaries has at all times carried on business in all respects in accordance with, and all acts and things done or performed by it are within, the scope of business specified in the Articles and the business licence of the Company or its Subsidiaries, respectively. 18. EMPLOYEES 18.1 None of the Company and the Subsidiaries has received notice of resignation from any member of senior management. 18.2 There is no employment or other contract of engagement between the Company or a Subsidiary and any person which is in suspension or has been terminated but is capable of being revived or enforced or in respect of which it has a continuing obligation. 18.3 Each of the Company and the Subsidiaries has in relation to each of its employees (and, so far as relevant, to each of its former employees): (a) complied with applicable national and local labour regulations, and all other obligations imposed on it by, and all orders and awards made under all regulations, codes of conduct and practice, collective agreements, customs and practices relevant to the relations between it and its employees or any trade union or the conditions of service of its employees; (b) maintained current, adequate and suitable records regarding the service of each of its employees; and 38

(c) entered into appropriate agreements with each employee stating that all work product, inventions (patentable or unpatentable), trade secrets and copyrights, together with any applications for patents and the patents which may issue thereunder and registrations of copyrights, to which he has made a creative contribution to a substantive feature of any invention which he made in connection with the performance of tasks under his employment contract or made mainly by making use of the Company's money, equipment, parts, materials or technical data not disclosed to the public are the property of the Company and agreeing to treat all Company information or third party owned confidential information as confidential. 18.4 Each of the Company and the Subsidiaries has fully paid or contributed to pension, medical care, unemployment and all other social security funds or employees benefits required by law or agreement, and there is no dispute or potential dispute in connection with any such funds or benefits. Each of the Company and the Subsidiaries has paid and contributed to housing provident fund for some of its employees. 19. LIABILITIES 19.1 INDEBTEDNESS

(c) entered into appropriate agreements with each employee stating that all work product, inventions (patentable or unpatentable), trade secrets and copyrights, together with any applications for patents and the patents which may issue thereunder and registrations of copyrights, to which he has made a creative contribution to a substantive feature of any invention which he made in connection with the performance of tasks under his employment contract or made mainly by making use of the Company's money, equipment, parts, materials or technical data not disclosed to the public are the property of the Company and agreeing to treat all Company information or third party owned confidential information as confidential. 18.4 Each of the Company and the Subsidiaries has fully paid or contributed to pension, medical care, unemployment and all other social security funds or employees benefits required by law or agreement, and there is no dispute or potential dispute in connection with any such funds or benefits. Each of the Company and the Subsidiaries has paid and contributed to housing provident fund for some of its employees. 19. LIABILITIES 19.1 INDEBTEDNESS Except as disclosed in the Accounts, each of the Company and the Subsidiaries does not have outstanding and has not agreed to create or incur loan capital, borrowing or indebtedness in the nature of borrowing. 19.2 THIRD PARTY SECURITY Save as disclosed in the Accounts, each of the Company and the Subsidiaries is not a party to and is not liable (including, without limitation, contingently) under a mortgage, pledge, guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person's obligation. 19.3 EVENTS OF DEFAULT No event has occurred or been alleged to have occurred which: (a) constitutes or will constitute an event of default, or otherwise gives rise to an obligation to repay, under an agreement relating to borrowing or indebtedness in the nature of borrowing; or (b) will lead to an Encumbrance created or constituted in connection with borrowing or indebtedness in the nature of borrowing, a guarantee, an indemnity or other obligation of any of the Company and the Subsidiaries becoming enforceable. 39

20. INSOLVENCY 20.1 No order has been made or application for bankruptcy presented to the People's Court or resolution passed for the winding up of each of the Company and the Subsidiaries; no distress, execution or other process has been levied on any of its assets; it has not stopped payment or become unable to pay its debts or become insolvent under PRC law and it has not applied for conciliation in order to settle its debts; no liquidation committee has been appointed by it, the People's Court or any other person for the purpose of liquidating the business or assets of it or any part thereof; no meeting of the creditors of it has been held or is in prospect; no ruling declaring the bankruptcy of it has been made and no public announcement in respect of the same has been pronounced by the People's Court, and there is no unfulfilled or unsatisfied judgement or order of the People's Court outstanding against it; and there has been no delay by it in the payment of any obligation due for payment. 21. LITIGATION AND COMPLIANCE WITH LAW 21.1 LITIGATION Neither the Company, the Subsidiaries nor a person for whose acts or defaults the any of them may be vicariously liable is involved in a civil, criminal, arbitration, administrative or other proceeding or dispute in any

20. INSOLVENCY 20.1 No order has been made or application for bankruptcy presented to the People's Court or resolution passed for the winding up of each of the Company and the Subsidiaries; no distress, execution or other process has been levied on any of its assets; it has not stopped payment or become unable to pay its debts or become insolvent under PRC law and it has not applied for conciliation in order to settle its debts; no liquidation committee has been appointed by it, the People's Court or any other person for the purpose of liquidating the business or assets of it or any part thereof; no meeting of the creditors of it has been held or is in prospect; no ruling declaring the bankruptcy of it has been made and no public announcement in respect of the same has been pronounced by the People's Court, and there is no unfulfilled or unsatisfied judgement or order of the People's Court outstanding against it; and there has been no delay by it in the payment of any obligation due for payment. 21. LITIGATION AND COMPLIANCE WITH LAW 21.1 LITIGATION Neither the Company, the Subsidiaries nor a person for whose acts or defaults the any of them may be vicariously liable is involved in a civil, criminal, arbitration, administrative or other proceeding or dispute in any jurisdiction. No civil, criminal, arbitration, administrative or other proceeding or dispute in any jurisdiction is pending or threatened by or against the Company, the Subsidiaries or a person for whose acts or defaults any of them may be vicariously liable. 21.2 COMPLIANCE WITH LAW Each of the Company and the Subsidiaries has conducted its business and dealt with its assets in all material respects in accordance with all applicable legal and administrative requirements in any relevant jurisdiction. 22. ARRANGEMENTS WITH CONNECTED PERSONS ETC. 22.1 All amounts outstanding and appearing in the books of the Company and the Subsidiaries as loan accounts or as due to directors or shareholders wholly represent money or money's worth paid or transferred to the Company or the Subsidiaries as the case may be or remuneration accrued due and payable for services rendered. All amounts outstanding between the Transferors and the Company and the Subsidiaries are specifically disclosed in the Accounts. 22.2 There is not outstanding and there has not at any time been outstanding any contract or arrangement to which any of the Company and the Subsidiaries is a party and in which any of the Transferors or directors or officers of the Company or the Subsidiaries is or has been interested, whether directly or indirectly, other 40

than arm's length service contracts and the Company or the Subsidiaries is not a party to, nor have its profits or financial position at any time been adversely affected by, any contract or arrangement which is not of an entirely arm's length nature; save as aforesaid, there are no agreements or understandings (whether legally enforceable or not) between the Company or the Subsidiaries and any person who is a shareholder or the beneficial owner of any interest in any of the them or any other company controlled by any such person relating to the management of the Company's or a Subsidiary's business or the appointment or the removal of its directors or the ownership or transfer of ownership or the letting of any of its assets or the provision of finance, goods, services or other facilities to or by the Company or a Subsidiary or otherwise howsoever relating to the Company, a Subsidiary or its affairs. 22.3 All costs incurred by the Company and the Subsidiaries have been charged to the Company or the Subsidiaries, respectively. 22.4 None of the Transferors (or any person connected with the Transferors) is at the date hereof either individually or collectively or with any other person or persons engaged in any other business or concerned or interested in any way whatsoever in any other business of a similar nature to or competitive with that carried on

than arm's length service contracts and the Company or the Subsidiaries is not a party to, nor have its profits or financial position at any time been adversely affected by, any contract or arrangement which is not of an entirely arm's length nature; save as aforesaid, there are no agreements or understandings (whether legally enforceable or not) between the Company or the Subsidiaries and any person who is a shareholder or the beneficial owner of any interest in any of the them or any other company controlled by any such person relating to the management of the Company's or a Subsidiary's business or the appointment or the removal of its directors or the ownership or transfer of ownership or the letting of any of its assets or the provision of finance, goods, services or other facilities to or by the Company or a Subsidiary or otherwise howsoever relating to the Company, a Subsidiary or its affairs. 22.3 All costs incurred by the Company and the Subsidiaries have been charged to the Company or the Subsidiaries, respectively. 22.4 None of the Transferors (or any person connected with the Transferors) is at the date hereof either individually or collectively or with any other person or persons engaged in any other business or concerned or interested in any way whatsoever in any other business of a similar nature to or competitive with that carried on by the Company or the Subsidiaries. 23. CONSTITUTION AND RETURNS 23.1 The shareholders agreement and the articles of association were duly executed and delivered by the parties thereto and are legal, valid, binding and enforceable in accordance with their respective terms. There is no circumstance which would give rise to the early termination of the articles of association or the term of operation of the Company as stated in its business licence and no order or petition has been made or presented. 23.2 Each of the Company and the Subsidiaries is operating and has always operated its business in all respects in accordance with the shareholders agreement, the articles of association and its business licence. 23.3 All returns, particulars, resolutions and other documents required to be filed with or delivered to the State Administration for Industry and Commerce or any other authority in respect of the Company and the Subsidiaries have been properly filed or delivered. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. 41

EXHIBIT 10.41 DATED THE 17TH DAY OF JANUARY 2006 XINHUA FINANCE MEDIA LIMITED AND ACCORD GROUP INVESTMENTS LIMITED

SHARE SUBSCRIPTION AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF ACCORD GROUP INVESTMENTS LIMITED

SOLICITORS (PRESTON GATES ELLIS LOGO)

EXHIBIT 10.41 DATED THE 17TH DAY OF JANUARY 2006 XINHUA FINANCE MEDIA LIMITED AND ACCORD GROUP INVESTMENTS LIMITED

SHARE SUBSCRIPTION AGREEMENT IN RESPECT OF SHARES IN THE CAPITAL OF ACCORD GROUP INVESTMENTS LIMITED

SOLICITORS (PRESTON GATES ELLIS LOGO) 35th Floor, Two International Finance Centre 8 Finance Street Central, Hong Kong Tel: (852) 2511 5100 / 2230 3500 Fax: (852) 2511 9515 / 2899 2996 Website: www.prestongates.com Our ref: 53366-00001/CSMN/VSKM

TABLE OF CONTENTS
Page ---Definitions........................................................... 3 1.1 Definitions.................................................... 3 Subscription and Sale of Subscription Shares.......................... 2.1 Subscription and Sale.......................................... 2.2 Closing........................................................ 2.3 Closing Deliveries by the Company.............................. 2.4 Closing Deliveries by the Investor............................. Representations, Warranties and Covenants of the Company.............. 3.1 Organisation................................................... 3.2 Capitalisation................................................. 3.3 Subsidiaries................................................... 3.4 Authorisation.................................................. 3.5 No Conflict.................................................... 3.6 Governmental Consents and Approvals............................ 3.7 Issuance of Subscription Shares................................ 3.8 Rights of Subscription Shares.................................. 3.9 Material Liability............................................. 3.10 The Group Structure Agreements................................. 3.11 Litigation..................................................... 3.12 Winding Up, etc................................................ 3.13 Material Contracts............................................. 3.14 Brokerage or Commissions....................................... 3.15 Full Disclosure................................................ 3.16 Absence of Questionable Payments............................... 3.17 The Closing Deliverable Agreements............................. Representations, Warranties and Covenants of the Investor............. 4.1 Organisation, Good Standing and Qualification.................. 4.2 Authorisation.................................................. 4.3 Power and Authority............................................ 4.4 Purchase Entirely for Own Account.............................. 5 5 5 5 5 5 5 5 6 6 6 6 6 7 7 7 7 7 7 8 8 8 8 8 8 8 8 8

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TABLE OF CONTENTS
Page ---Definitions........................................................... 3 1.1 Definitions.................................................... 3 Subscription and Sale of Subscription Shares.......................... 2.1 Subscription and Sale.......................................... 2.2 Closing........................................................ 2.3 Closing Deliveries by the Company.............................. 2.4 Closing Deliveries by the Investor............................. Representations, Warranties and Covenants of the Company.............. 3.1 Organisation................................................... 3.2 Capitalisation................................................. 3.3 Subsidiaries................................................... 3.4 Authorisation.................................................. 3.5 No Conflict.................................................... 3.6 Governmental Consents and Approvals............................ 3.7 Issuance of Subscription Shares................................ 3.8 Rights of Subscription Shares.................................. 3.9 Material Liability............................................. 3.10 The Group Structure Agreements................................. 3.11 Litigation..................................................... 3.12 Winding Up, etc................................................ 3.13 Material Contracts............................................. 3.14 Brokerage or Commissions....................................... 3.15 Full Disclosure................................................ 3.16 Absence of Questionable Payments............................... 3.17 The Closing Deliverable Agreements............................. Representations, Warranties and Covenants of the Investor............. 4.1 Organisation, Good Standing and Qualification.................. 4.2 Authorisation.................................................. 4.3 Power and Authority............................................ 4.4 Purchase Entirely for Own Account.............................. 4.5 Investment Experience.......................................... 4.6 Disclosure of Information...................................... 4.7 Compliance with Laws........................................... Conditions of Investor's Obligations at the Closing................... 5.1 Representations and Warranties................................. 5.2 Performance.................................................... 5.3 Proceedings and Documents...................................... 5.4 Approvals...................................................... Conditions of the Company's Obligations at the Closing................ 6.1 Representations and Warranties................................. Termination........................................................... 7.1 Termination.................................................... 7.2 Effect of Termination.......................................... Miscellaneous......................................................... 8.1 Survival of Warranties......................................... 8.2 Successors and Assigns......................................... 8.3 Governing Law and Jurisdiction................................. 8.4 Counterparts................................................... 5 5 5 5 5 5 5 5 6 6 6 6 6 7 7 7 7 7 7 8 8 8 8 8 8 8 8 8 9 9 9 9 9 9 9 9 10 10 10 10 10 11 11 11 11 11

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8.5 8.6 8.7 8.8 8.9 8.10 Titles and Subtitles........................................... Notices........................................................ Finder's Fee................................................... Expenses....................................................... Severability................................................... Entire Agreement............................................... 11 11 11 11 11 12 13

Execution..................................................................

8.5 8.6 8.7 8.8 8.9 8.10

Titles and Subtitles........................................... Notices........................................................ Finder's Fee................................................... Expenses....................................................... Severability................................................... Entire Agreement...............................................

11 11 11 11 11 12 13 14 16 18 19

Execution.................................................................. SCHEDULE SCHEDULE SCHEDULE SCHEDULE A B C D ----Corporate Details of the Company............................. Schedule of Subsidiaries..................................... Schedule of Group Structure Agreements....................... Schedule of Material Liabilities.............................

2

SHARE SUBSCRIPTION AGREEMENT THIS SHARE SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made on 18 January 2006 by and between: 1. XINHUA FINANCE MEDIA LIMITED, a company incorporated under the laws of the Cayman Islands and with a registered address at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands, British West Indies (the "Investor"); and 2. ACCORD GROUP INVESTMENTS LIMITED, a company incorporated under the laws of the British Virgin Islands with a registered address at Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the "COMPANY"). RECITALS WHEREAS, the Investor desires to subscribe for and purchase, and the Company wishes to issue and sell to the Investor, the Subscription Shares for the Subscription Price. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Investor and the Company do hereby agree as follows: 1. DEFINITIONS 1.1 Definitions. The following terms, as used herein, have the following meanings:
"AFFILIATES" of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person or, in the case of a natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including stepchildren); means, in relation to any document, the form of that document which has been agreed upon by each of the parties hereto or their legal advisors before Closing; means the Board of Directors of the Company; means any Monday, Tuesday, Wednesday, Thursday and Friday on which banks in Hong Kong are not required or permitted by laws to be closed; shall have the meaning provided in Clause 2.2; shall have the meaning provided in Clause 2.2;

"AGREED FORM"

"BOARD" "BUSINESS DAY"

"CLOSING" "CLOSING DATE"

SHARE SUBSCRIPTION AGREEMENT THIS SHARE SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made on 18 January 2006 by and between: 1. XINHUA FINANCE MEDIA LIMITED, a company incorporated under the laws of the Cayman Islands and with a registered address at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands, British West Indies (the "Investor"); and 2. ACCORD GROUP INVESTMENTS LIMITED, a company incorporated under the laws of the British Virgin Islands with a registered address at Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the "COMPANY"). RECITALS WHEREAS, the Investor desires to subscribe for and purchase, and the Company wishes to issue and sell to the Investor, the Subscription Shares for the Subscription Price. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Investor and the Company do hereby agree as follows: 1. DEFINITIONS 1.1 Definitions. The following terms, as used herein, have the following meanings:
"AFFILIATES" of a specified Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person or, in the case of a natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including stepchildren); means, in relation to any document, the form of that document which has been agreed upon by each of the parties hereto or their legal advisors before Closing; means the Board of Directors of the Company; means any Monday, Tuesday, Wednesday, Thursday and Friday on which banks in Hong Kong are not required or permitted by laws to be closed; shall have the meaning provided in Clause 2.2; shall have the meaning provided in Clause 2.2;

"AGREED FORM"

"BOARD" "BUSINESS DAY"

"CLOSING" "CLOSING DATE" "CLOSING DELIVERABLE AGREEMENTS" "CONTROL", "CONTROLLED"

shall have the meaning provided in Clause 2.3; (or any correlative term) means the possession, directly or

3
indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition, a Person shall be deemed to Control another

indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition, a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than 50% of the voting equity interests in such another Person; "DIRECTORS" means the members from time to time of the Board; means the Company and the companies set out in Schedule B and a "GROUP COMPANY" means any member of the Group; means the contracts agreements and documents as set out in Schedule C; means the lawful currency of Hong Kong; means the Hong Kong Special Administrative Region of the People's Republic of China; means any event or circumstance occurs which might reasonably be expected to have a material adverse effect on the prospects, business, operations or financial condition of the Group taken as a whole or that would materially affect the ability of any of the Group Companies or any Person who is a party to any of the Group Structure Agreements to perform its material obligations under any of the Group Structure Agreements; means any natural person, corporation, company, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, and shall include any governmental authority; means the People's Republic of China; means the ordinary shares of US$1.00 each in the capital of the Company; means Sino Investment Holdings Limited, a company incorporated under the laws of the Commonwealth of the Bahamas with registration number 141019B and a registered address at Charlotte House, Charlotte Street, P.O. Box N-341, Nassau, Bahamas; means US$440,000; means the 19 Shares subscribed for by the Investor under this Agreement, which shall represent 19% of the issued and outstanding share capital of the Company immediately following Completion; means the lawful currency of the United States of America; means New China Media Co. Limited [Chinese Characters],

"GROUP"

"GROUP STRUCTURE AGREEMENTS"

"HK$" "HONG KONG"

"MATERIAL ADVERSE CHANGE"

"PERSON" or "PERSONS"

"PRC" "SHARES"

"SINO"

"SUBSCRIPTION PRICE" "SUBSCRIPTION SHARES"

"$" and "US DOLLARS"

"WFOE"

4

[Chinese Characters] a wholly foreign owned enterprise established in the PRC as a wholly-owned subsidiary of the Company.

2. SUBSCRIPTION AND SALE OF SUBSCRIPTION SHARES 2.1 Subscription and Sale. Subject to the terms and conditions set out in this Agreement, the Investor agrees with the Company to subscribe for and purchase at the Closing, and the Company agrees to issue and sell to the Investor at the Closing, the Subscription Shares for the Subscription Price. 2.2 Closing. As promptly as practicable following the satisfaction or, if permissible, waiver of the conditions set forth in Clauses 5 and 6 hereof (or such other date as may be agreed by the Company and the Investor), the subscription and sale of the Subscription Shares (the "CLOSING") shall take place at the offices of the Company at 2003-4 Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong Special Administrative Region, the People's Republic of China, or at such other time and place as the Company and the Investor mutually agree in writing. The date and time of the Closing are herein referred to as the "CLOSING DATE". 2.3 Closing Deliveries by the Company. At the Closing, the Company shall issue the Subscription Shares to the Investor as fully-paid shares and shall enter the name of the Investor in the register of members of the Company as the holders of the Subscription Shares and shall deliver to the Investor (unless delivered prior to the Closing): (i) a duly issued share certificate of the Company dated the Closing Date and issued in the name of the Investor in respect of the Subscription Shares; and (ii) a copy of each of the duly executed Group Structure Agreements. The agreements referred to under sub clauses 2.3(i) and 2.3(ii) shall be referred to as the "CLOSING DELIVERABLE AGREEMENTS." 2.4 Closing Deliveries by the Investor. At the Closing, the Investor shall make payment of the Subscription Price payable by it in respect of the Subscription Shares by wire transfer in US dollars in immediately available funds to an account specified by the Company. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The Company hereby represents, warrants and covenants to each Investor that: 3.1 Organisation. Each of the Group Companies is a limited liability company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own its assets and to carry on its business as now conducted and, with respect to the Company, as proposed to be conducted pursuant to the terms of the Group Structure Agreements. 3.2 Capitalisation. Immediately prior to Closing the authorised capital of the Company shall be US$50,000 divided into 50,000 ordinary shares of US$1.00 each and the issued share capital of the Company immediately prior to Closing shall be as set out in Schedule A Part I. Immediately following Closing the issued share capital of the Company will be as set out in Schedule A Part II. 3.3 Subsidiaries. The Company does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except as set out in Schedule B. The particulars of each of the Group Companies set out in Schedule B are true and accurate in all respects and the percentage of the share capital showed therein as owned or controlled by the 5

Company is beneficially owned free from all encumbrance, save as contained in the Group Structure Agreements. Save as expressly provided in the Group Structure Agreements, there is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or

Company is beneficially owned free from all encumbrance, save as contained in the Group Structure Agreements. Save as expressly provided in the Group Structure Agreements, there is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any share or loan capital of any of the Group Companies (including any option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests in any of the Group Companies). 3.4 Authorisation. All corporate action on the part of the Company required for the authorisation, execution and delivery of this Agreement and the Shareholders Agreement will be taken prior to Closing and the performance of all obligations of the Company under each of these and the authorisation, issuance (or reservation for issuance), sale and delivery of the Subscription Shares has been taken or will be taken prior to the Closing, and this Agreement constitutes the valid and legally binding obligations of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable principles. 3.5 No Conflict. The execution, delivery and performance of this Agreement and the Shareholders Agreement by the Company do not and will not (a) violate, conflict with or result in the breach of any provision of the Amended and Restated Memorandum and Articles of Association (or similar organizational documents) of the Company, or (b) conflict with or violate any law or governmental order applicable to either the Company or any other Group Company or any party to any of the Group Structure Agreements or any of the assets, properties or businesses of the Company or any other Group Company, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any encumbrance on any of the assets pursuant to any note, bond, mortgage, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which either the Company or any other Group Company is a party or by which any of such assets or properties is bound or affected including, without limitation, any of the Group Structure Agreements. 3.6 Governmental Consents and Approvals. The execution, delivery and performance of this Agreement by the Company do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any governmental authority in Hong Kong or the PRC. 3.7 Issuance of Subscription Shares. The Subscription Shares, when issued, delivered and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable and free of any lien or encumbrance. Except as set forth in the Shareholders Agreement, the Articles of Association and the laws and regulations of any jurisdiction that may apply to any holder of shares in the Company, the Subscription Shares are not subject to any restrictions on transfer. 3.8 Share Rights. The Subscription Shares shall have the rights as set out in the Articles of Association. 3.9 Liabilities. Save as disclosed in Schedule D, no Group Company has any material liability (actual, contingent or otherwise). 3.10 The Group Structure Agreements. (a) To the best of the knowledge and belief of the Company having made reasonable enquiries, each of the Group Structure Agreements has 6

been duly executed, is in full force and effect and constitutes the valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable principles. (b) To the best of the knowledge and belief of the Company having made all reasonable enquiries, the execution, delivery and performance of each of the Group Structure Agreements by the parties thereto do not and will not conflict with or violate any law, regulation or governmental order in the PRC. (c) To the best of the knowledge and belief of the Company having made all reasonable enquiries, the execution,

been duly executed, is in full force and effect and constitutes the valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable principles. (b) To the best of the knowledge and belief of the Company having made all reasonable enquiries, the execution, delivery and performance of each of the Group Structure Agreements by the parties thereto do not and will not conflict with or violate any law, regulation or governmental order in the PRC. (c) To the best of the knowledge and belief of the Company having made all reasonable enquiries, the execution, delivery and performance of each of the Group Structure Agreements by the parties thereto do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any governmental authority in the PRC or, if any such consent, approval, authorization, order, action, filing or notification is required, they have been obtained or made or will be obtained or made prior to the Closing. 3.11 Litigation. There is no litigation, arbitration, prosecution or other legal proceedings in progress or pending or threatened against any Group Company or any party to any of the Group Structure Agreements nor is there any claim or, to the best of the knowledge and belief of the Company after having made due enquiries, any fact which may give rise to a claim against any Group Company or any party to any of the Group Structure Agreements which, individually or in aggregate, may have or have had a material effect on the financial or business conditions or prospects (whether or not arising in the ordinary course of business) of the Group taken as a whole or which is material in the context of the subscription for Subscription Shares. 3.12 Winding up, etc. There are no bankruptcy, winding-up, receivership, administration or other similar proceedings in progress or pending in respect of any Group Company or, to the best of the knowledge and belief of the Company after having made due enquires, any Person (other than a Group Company) who is a party to any of the Group Structure Agreements. 3.13 Material Contracts. Other than the Group Structure Agreements and as disclosed in Schedule C, no Group Company has any material, long term, onerous or unusual contract or commitment binding upon it including but not limited to: (i) any contract entered into otherwise than in the ordinary course of business; (ii) any agreement or arrangement otherwise than by way of bargain at arm's length; (iii) any sale or purchase option or similar contract or arrangement affecting any assets owned or used by any Group Company or by which a Group Company is bound; (iv) any contract which cannot readily be fulfilled or performed by a Group Company on time or without undue or unusual expenditure of money or effort; (v) any agreement whereby a Group Company is, or has agreed to become, a member of any joint venture, consortium or partnership or other unincorporated association; and (vi) any inter-company agreements and arrangements between any two or more Group Companies or between Xinhua Finance Limited and any of its Affiliates and a Group Company. 3.14 Brokerage or Commissions. No Person is entitled to receive from the Company any finder's fee brokerage or commission in connection with this Agreement or anything contained in it. 7

3.15 Full Disclosure. (a) The Company is not aware of any facts pertaining to the Group or its proposed business which could materially adversely affect the Group or which are likely in the future to materially adversely affect the Group and which have not been disclosed by or on behalf of the Company in connection with or pursuant to this Agreement. (b) To the best of the knowledge and belief of the Company after having made due enquiries, no representation or warranty of the Company in this Agreement, nor any statement or certificate furnished or to be furnished by or on behalf of the Company to the Investor pursuant to or in connection with this Agreement

3.15 Full Disclosure. (a) The Company is not aware of any facts pertaining to the Group or its proposed business which could materially adversely affect the Group or which are likely in the future to materially adversely affect the Group and which have not been disclosed by or on behalf of the Company in connection with or pursuant to this Agreement. (b) To the best of the knowledge and belief of the Company after having made due enquiries, no representation or warranty of the Company in this Agreement, nor any statement or certificate furnished or to be furnished by or on behalf of the Company to the Investor pursuant to or in connection with this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. 3.16 Absence of Questionable Payments. None of the Group Companies nor any of their respective Affiliates, directors, officers, agents, employees or other persons acting on their behalf, has used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds. None of the Group Companies nor any of their respective Affiliates, directors, officers, agents, employees or other persons acting on their behalf, has accepted or received any unlawful contributions, payments, gifts, or expenditures. 3.17 The Closing Deliverable Agreements. On or before Closing, each of the Closing Deliverable Agreements will have been duly executed and, as at Closing, will be in full force and effect and will constitute the valid and legally binding obligations of the parties thereto, enforceable in accordance with their terms at Closing. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR. The Investor hereby represents, warrants and covenants to the Company that each of the following statements is true: 4.1 Organisation and Qualification. It is a person or a legal entity duly organised and validly existing under the laws of its legal registration jurisdiction. 4.2 Authorisation. It has taken all corporate or other action required to authorise, and has duly authorised, the execution, delivery and performance of this Agreement and upon due execution and delivery the same will constitute legal, valid and binding obligations of the Investor, enforceable in accordance with their respective terms. 4.3 Power and Authority. It has full power and authority to make the covenants and representations referred to herein and to subscribe for and purchase the Subscription Shares and to execute, deliver and perform this Agreement. 4.4 Purchase Entirely for Own Account. This Agreement is made with the Investor in reliance upon the Investor's representation to the Company, which by the Investor's execution of this Agreement the Investor hereby confirms, that the Subscription Shares to be received by the Investor will be acquired for investment for the Investor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Subscription Shares. 4.5 Investment Experience. It is an investor in securities of companies in the development stage and acknowledges that it is able to bear the economic risk of its investment and has such 8

knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Subscription Shares. 4.6 Disclosure of Information. It and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the Subscription Shares which have been requested by it or its advisors. It and its advisors, if any, have been afforded the opportunity to ask questions of representatives of the Company and have received answers to such questions, as it deems necessary

knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Subscription Shares. 4.6 Disclosure of Information. It and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the Subscription Shares which have been requested by it or its advisors. It and its advisors, if any, have been afforded the opportunity to ask questions of representatives of the Company and have received answers to such questions, as it deems necessary in connection with its decision to subscribe for the Subscription Shares. 4.7 Compliance with Laws. It has complied with all applicable laws of its jurisdiction in connection with the subscription of the Subscription Shares and this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of Subscription Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Subscription Shares. The Investor's subscription and payment for and its beneficial ownership of the Subscription Shares, will not violate any applicable securities or other laws of the Investor's jurisdiction. 5. CONDITIONS OF INVESTOR'S OBLIGATIONS AT THE CLOSING. The obligations of the Investor under Clause 2 of this Agreement are subject to the satisfaction or waiver, on or before the Closing Date of each of the following: 5.1 Representations and Warranties. The representations and warranties of the Company contained in Clause 3 shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date. 5.2 Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. 5.3 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to that Investor, and the Investor shall have received all such counterpart original and certified or other copies of such documents as it may reasonably request. 5.4 Approvals. All governmental approvals (other than the business licence) for the establishment and operation of the WFOE in the business of provision of media consulting services shall have been obtained and in full force and effect. 6. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT THE CLOSING. The obligations of the Company to the Investor under this Agreement are subject to the satisfaction or waiver on or before the Closing of each of the following conditions: 6.1 Representations and Warranties. The representations and warranties of the Investor contained in Clause 4 shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date. 7. TERMINATION 7.1 Termination. This Agreement may be terminated at any time prior to the Closing: 9

(a) by the Investor if, between the date hereof and the Closing: (i) there is a Material Adverse Change, (ii) any representations and warranties of the Company contained in this Agreement shall not have been true and correct when made, (iii) the Company shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iv) any Group Company or any Person who is a party to any of the Group Structure Agreements makes a general assignment for the benefit of creditors, or any

(a) by the Investor if, between the date hereof and the Closing: (i) there is a Material Adverse Change, (ii) any representations and warranties of the Company contained in this Agreement shall not have been true and correct when made, (iii) the Company shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iv) any Group Company or any Person who is a party to any of the Group Structure Agreements makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against such Group Company or Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (b) by the Company but such termination shall be effective if, between the date hereof and the Closing: (i) any representations and warranties of the Investor contained in this Agreement shall not have been true and correct when made, (ii) the Investor shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iii) the Investor makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Investor in question seeking to adjudicate the Investor in question bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law related to bankruptcy, insolvency or reorganization; (c) by the Investor or the Company if the Closing shall not have occurred by 28 February, 2006; provided, however, that the right to terminate this Agreement under this Clause 8.1(c) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; (d) by the Investor or the Company in the event that any competent governmental authority in the PRC shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or the proposed business and operation of the Group or the Group Structure Agreements; or (e) by the mutual written consent of the Investor and the Company. 7.2 Effect of Termination. In the event of termination of this Agreement as provided in Clause 7.1 other than as provided in Clause 7.1(b), this Agreement shall forthwith become void provided that nothing herein shall relieve any party hereto from liability for any breach of this Agreement. In the event of termination of this Agreement as provided in Clause 7.1(b), this Agreement shall forthwith become void and there shall be no liability on the part of the Company provided that neither the Company nor the Investor shall be relieved from liability for any breach of this Agreement. 8. MISCELLANEOUS 8.1 Survival of Warranties. The representations, warranties and covenants of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company. 10

8.2 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Subscription Shares sold hereunder transferred in accordance with the terms of the Shareholders Agreement). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 8.3 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The parties hereto irrevocably agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong in all matters arising in connection with this Agreement.

8.2 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Subscription Shares sold hereunder transferred in accordance with the terms of the Shareholders Agreement). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 8.3 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The parties hereto irrevocably agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong in all matters arising in connection with this Agreement. 8.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 8.6 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon postal service delivery, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof or by facsimile at the facsimile number set out on the signature page hereof, or at such other address or facsimile number as such party may designate by ten (10) days' advance written notice to the other parties. 8.7 Finder's Fee. The Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finders' fee (and the costs and expenses of defending against such liability or asserted liability) for which that Investor or any of its officers, partners, employees, or representatives is responsible. 8.8 Expenses. Each of the parties hereto shall be responsible for its own costs and expenses incurred in the preparation, negotiation and execution of this Agreement. 8.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms. 8.10 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK THE EXECUTION PAGE FOLLOWS 11

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE INVESTOR For and on behalf of XINHUA FINANCE MEDIA LIMITED By:
/s/ Fredy Bush ------------------------------Name: ------------------------Title:

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. THE INVESTOR For and on behalf of XINHUA FINANCE MEDIA LIMITED By:
/s/ Fredy Bush ------------------------------Name: ------------------------Title: ------------------------

Address: Suite 2003-5 Vicwood Plaza 199 Des Voeux Road Central Hong Kong Telephone: (852) 3196 3909 Facsimile: (852) 2815 1348 THE COMPANY For and on behalf of ACCORD GROUP INVESTMENTS LIMITED By:
/s/ Clifford Ng -----------------------------Name: Clifford Ng Title: Director

Address: c/o 35/F, Two International Finance Centre 8 Finance Street, Central, Hong Kong Telephone: (852) 2511 5100 Facsimile: (852) 2511 9515 12

SCHEDULE A PART I CORPORATE DETAILS OF THE COMPANY IMMEDIATELY PRIOR TO CLOSING
Name Date and place of Incorporation Registered Address Accord Group Investments Limited 15 June, 2005 - British Virgin Islands Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands

SCHEDULE A PART I CORPORATE DETAILS OF THE COMPANY IMMEDIATELY PRIOR TO CLOSING
Name Date and place of Incorporation Registered Address Accord Group Investments Limited 15 June, 2005 - British Virgin Islands Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Preston Gates & Ellis Room 3503, 35th Floor Two International Finance Centre 8 Finance Street, Central Hong Kong US$50,000 made up of 50,000 ordinary shares of US$1.00 each 81 ordinary shares No. of Ordinary Shares --------------81 --81 ===

Correspondence Address

Authorised share capital

Issued share capital

Shareholders

Shareholder Name ---------------Sino Investment Holdings Limited TOTAL:

13

SCHEDULE A PART II CAPITALIZATION OF THE COMPANY IMMEDIATELY FOLLOWING CLOSING
Authorised share capital US$50,000 made up of 50,000 ordinary shares of US$1.00 each 100 ordinary shares No. of Shares Held ------------81 19 --100 ===

Issued share capital

Shareholders

Shareholder ----------Sino Investment Holdings Limited Xinhua Finance Media Limited TOTAL:

14

SCHEDULE B

SCHEDULE A PART II CAPITALIZATION OF THE COMPANY IMMEDIATELY FOLLOWING CLOSING
Authorised share capital US$50,000 made up of 50,000 ordinary shares of US$1.00 each 100 ordinary shares No. of Shares Held ------------81 19 --100 ===

Issued share capital

Shareholders

Shareholder ----------Sino Investment Holdings Limited Xinhua Finance Media Limited TOTAL:

14

SCHEDULE B SCHEDULE OF SUBSIDIARIES
Name Date and place of Incorporation Registered Address Great Triumph Investments Limited

13 June, 2005 - British Virgin Islands Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Preston Gates & Ellis Room 3503, 35th Floor Two International Finance Centre 8 Finance Street, Central Hong Kong US$50,000 made up of 50,000 ordinary shares of US$1.00 each 1 ordinary share No. of Ordinary Shares --------------1 --1 ===

Correspondence Address

Authorised share capital

Issued share capital

Shareholders

Shareholder Name ---------------Accord Group Investments Limited TOTAL:

15

SCHEDULE B SCHEDULE OF SUBSIDIARIES

SCHEDULE B SCHEDULE OF SUBSIDIARIES
Name Date and place of Incorporation Registered Address Great Triumph Investments Limited

13 June, 2005 - British Virgin Islands Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Preston Gates & Ellis Room 3503, 35th Floor Two International Finance Centre 8 Finance Street, Central Hong Kong US$50,000 made up of 50,000 ordinary shares of US$1.00 each 1 ordinary share No. of Ordinary Shares --------------1 --1 ===

Correspondence Address

Authorised share capital

Issued share capital

Shareholders

Shareholder Name ---------------Accord Group Investments Limited TOTAL:

15

SCHEDULE B SCHEDULE OF SUBSIDIARIES
Attributable proportion of nominal value of issued / registered capital held by the Company --------------------Directly Indirectly ----------------100% N/A

NAME OF SUBSIDIARY -----------------New China Media Co.

Place of incorporation/ establishment -------------------People's Republic of China

Principal activitie ------------------------------Provision of cultural exchanges investments, international econ technical, business, corporate and softwares development consu services; sale of self-manufact products and provision of relat Domestic advertising designs, p agency and distribution

Beijing Shiji Guangnian Advertising Co., Limited (PRC)

People's Republic of China

80%

16

SCHEDULE C LIST OF GROUP STRUCTURE AGREEMENTS

SCHEDULE B SCHEDULE OF SUBSIDIARIES
Attributable proportion of nominal value of issued / registered capital held by the Company --------------------Directly Indirectly ----------------100% N/A

NAME OF SUBSIDIARY -----------------New China Media Co.

Place of incorporation/ establishment -------------------People's Republic of China

Principal activitie ------------------------------Provision of cultural exchanges investments, international econ technical, business, corporate and softwares development consu services; sale of self-manufact products and provision of relat Domestic advertising designs, p agency and distribution

Beijing Shiji Guangnian Advertising Co., Limited (PRC)

People's Republic of China

80%

16

SCHEDULE C LIST OF GROUP STRUCTURE AGREEMENTS 1. Secured Promissory Note issued by Irene Wang ("IRENE") in favour of WFOE 2. Equity Pledge Agreement amongst Irene, WFOE and Beijing Shiji Guangnian Advertising Co., Limited ("BSG") 3. Exclusive Equity Purchase Option Agreement between Irene and WFOE 4. Subrogation Agreement amongst Irene, WFOE and BSG 5. Declaration by spouse of Irene 6. Letter of resignation to be signed in blank by Irene as director of BSG 7. Letter of resignation to be signed in blank by Irene as legal representative of BSG 8. Letter of resignation to be signed in blank by Irene as supervisor of BSG 17

SCHEDULE D MATERIAL LIABILITIES DISCLOSED PURSUANT TO SECTION 3.9 1. Legal fees of Preston Gates & Ellis incurred in connection with this Agreement and all agreements and actions contemplated herein. 18

EXHIBIT 10.42

SCHEDULE C LIST OF GROUP STRUCTURE AGREEMENTS 1. Secured Promissory Note issued by Irene Wang ("IRENE") in favour of WFOE 2. Equity Pledge Agreement amongst Irene, WFOE and Beijing Shiji Guangnian Advertising Co., Limited ("BSG") 3. Exclusive Equity Purchase Option Agreement between Irene and WFOE 4. Subrogation Agreement amongst Irene, WFOE and BSG 5. Declaration by spouse of Irene 6. Letter of resignation to be signed in blank by Irene as director of BSG 7. Letter of resignation to be signed in blank by Irene as legal representative of BSG 8. Letter of resignation to be signed in blank by Irene as supervisor of BSG 17

SCHEDULE D MATERIAL LIABILITIES DISCLOSED PURSUANT TO SECTION 3.9 1. Legal fees of Preston Gates & Ellis incurred in connection with this Agreement and all agreements and actions contemplated herein. 18

EXHIBIT 10.42 DATED THE 22 DAY OF SEPTEMBER 2006 SINO INVESTMENT HOLDINGS LIMITED AND FINE POWER LIMITED AND QUALITY IDEA LIMITED AND XINHUA FINANCE MEDIA LIMITED

AGREEMENT FOR SALE AND PURCHASE OF SHARES (PRESTON GATES ELLIS LOGO)

SCHEDULE D MATERIAL LIABILITIES DISCLOSED PURSUANT TO SECTION 3.9 1. Legal fees of Preston Gates & Ellis incurred in connection with this Agreement and all agreements and actions contemplated herein. 18

EXHIBIT 10.42 DATED THE 22 DAY OF SEPTEMBER 2006 SINO INVESTMENT HOLDINGS LIMITED AND FINE POWER LIMITED AND QUALITY IDEA LIMITED AND XINHUA FINANCE MEDIA LIMITED

AGREEMENT FOR SALE AND PURCHASE OF SHARES (PRESTON GATES ELLIS LOGO) SOLICITORS 35th Floor, Two International Finance Centre 8 Finance Street, Central, Hong Kong Tel: (852) 2511 5100 Fax: (852) 2511 9515 Website: www.prestongates.com Ref: 55762-00001/CSMN/EWCM

CONTENTS
CLAUSE -----1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. SCHEDULE 1 HEADING ------DEFINITIONS................................................. SALE AND PURCHASE OF THE SALE SHARES........................ CONSIDERATION............................................... COMPLETION.................................................. REPRESENTATIONS, WARRANTIES AND COVENANTS................... FURTHER ASSURANCE........................................... ENTIRE AGREEMENT............................................ NOTICES..................................................... MISCELLANEOUS............................................... GOVERNING LAW AND JURISDICTION.............................. AMENDMENTS.................................................. ACKNOWLEDGEMENT............................................. DETAILS OF THE COMPANY...................................... PAGE ---2 3 4 4 5 6 7 7 7 7 7 8 9

EXHIBIT 10.42 DATED THE 22 DAY OF SEPTEMBER 2006 SINO INVESTMENT HOLDINGS LIMITED AND FINE POWER LIMITED AND QUALITY IDEA LIMITED AND XINHUA FINANCE MEDIA LIMITED

AGREEMENT FOR SALE AND PURCHASE OF SHARES (PRESTON GATES ELLIS LOGO) SOLICITORS 35th Floor, Two International Finance Centre 8 Finance Street, Central, Hong Kong Tel: (852) 2511 5100 Fax: (852) 2511 9515 Website: www.prestongates.com Ref: 55762-00001/CSMN/EWCM

CONTENTS
CLAUSE HEADING -----------1. DEFINITIONS................................................. 2. SALE AND PURCHASE OF THE SALE SHARES........................ 3. CONSIDERATION............................................... 4. COMPLETION.................................................. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS................... 6. FURTHER ASSURANCE........................................... 7. ENTIRE AGREEMENT............................................ 8. NOTICES..................................................... 9. MISCELLANEOUS............................................... 10. GOVERNING LAW AND JURISDICTION.............................. 11. AMENDMENTS.................................................. 12. ACKNOWLEDGEMENT............................................. SCHEDULE 1 DETAILS OF THE COMPANY...................................... SCHEDULE 2 THE CONSIDERATION SHARES.................................... SCHEDULE 3 DUE DILIGENCE DOCUMENTS..................................... EXECUTION................................................................ PAGE ---2 3 4 4 5 6 7 7 7 7 7 8 9 11 12 13

THIS AGREEMENT is made on the 22 day of September 2006 BETWEEN:

CONTENTS
CLAUSE HEADING -----------1. DEFINITIONS................................................. 2. SALE AND PURCHASE OF THE SALE SHARES........................ 3. CONSIDERATION............................................... 4. COMPLETION.................................................. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS................... 6. FURTHER ASSURANCE........................................... 7. ENTIRE AGREEMENT............................................ 8. NOTICES..................................................... 9. MISCELLANEOUS............................................... 10. GOVERNING LAW AND JURISDICTION.............................. 11. AMENDMENTS.................................................. 12. ACKNOWLEDGEMENT............................................. SCHEDULE 1 DETAILS OF THE COMPANY...................................... SCHEDULE 2 THE CONSIDERATION SHARES.................................... SCHEDULE 3 DUE DILIGENCE DOCUMENTS..................................... EXECUTION................................................................ PAGE ---2 3 4 4 5 6 7 7 7 7 7 8 9 11 12 13

THIS AGREEMENT is made on the 22 day of September 2006 BETWEEN: (1) SINO INVESTMENT HOLDINGS LIMITED, a company incorporated under the laws of the Commonwealth of The Bahamas with registration number 141019B and having its registered office located at Charlotte House, Charlotte Street, P.O. Box N-341, Nassau, Bahamas ("SINO"); (2) FINE POWER LIMITED, a company incorporated in British Virgin Islands with registration number 687687 and having its registered office located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("FINE POWER"); (3) QUALITY IDEA LIMITED, a company incorporated in British Virgin Islands with registration number 688392 and having its registered office located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("QUALITY IDEA") together with Sino and Fine Power, the "VENDORS"; and (4) XINHUA FINANCE MEDIA LIMITED, a company incorporated in the Cayman Islands with registration number 157511 and having its registered office located at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies (the "PURCHASER") WHEREAS: (A) Upper Step has an authorised share capital of US$50,000 divided into 50,000 shares of US$1.00 each of which 500 Upper Step Shares have been issued and are fully paid up. Further particulars of Upper Step are set out in Schedule 1; (B) Accord Group has an authorised share capital of US$50,000 divided into 50,000 shares of US$1.00 each of which 100 Accord Group Shares have been issued and are fully paid up. Further particulars of Accord Group are set out in Schedule 1; (C) Sino is the legal and beneficial owner of 45 Upper Step Shares representing 9% of the entire issued share capital of Upper Step and 61 Accord Group Shares representing 61% of the entire issued share capital of Accord Group; (D) Fine Power is a wholly-owned subsidiary of Sino and the legal and beneficial owner of 80 Upper Step Shares representing 16% of the entire issued share capital of Upper Step;

THIS AGREEMENT is made on the 22 day of September 2006 BETWEEN: (1) SINO INVESTMENT HOLDINGS LIMITED, a company incorporated under the laws of the Commonwealth of The Bahamas with registration number 141019B and having its registered office located at Charlotte House, Charlotte Street, P.O. Box N-341, Nassau, Bahamas ("SINO"); (2) FINE POWER LIMITED, a company incorporated in British Virgin Islands with registration number 687687 and having its registered office located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("FINE POWER"); (3) QUALITY IDEA LIMITED, a company incorporated in British Virgin Islands with registration number 688392 and having its registered office located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("QUALITY IDEA") together with Sino and Fine Power, the "VENDORS"; and (4) XINHUA FINANCE MEDIA LIMITED, a company incorporated in the Cayman Islands with registration number 157511 and having its registered office located at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies (the "PURCHASER") WHEREAS: (A) Upper Step has an authorised share capital of US$50,000 divided into 50,000 shares of US$1.00 each of which 500 Upper Step Shares have been issued and are fully paid up. Further particulars of Upper Step are set out in Schedule 1; (B) Accord Group has an authorised share capital of US$50,000 divided into 50,000 shares of US$1.00 each of which 100 Accord Group Shares have been issued and are fully paid up. Further particulars of Accord Group are set out in Schedule 1; (C) Sino is the legal and beneficial owner of 45 Upper Step Shares representing 9% of the entire issued share capital of Upper Step and 61 Accord Group Shares representing 61% of the entire issued share capital of Accord Group; (D) Fine Power is a wholly-owned subsidiary of Sino and the legal and beneficial owner of 80 Upper Step Shares representing 16% of the entire issued share capital of Upper Step; (E) Quality Idea is a wholly-owned subsidiary of Sino and the legal and beneficial owner of 60 Upper Step Shares representing 12% of the entire issued capital of Upper Step; and (F) The Vendors wish to sell their entire shareholding in each of Upper Step and Accord Group to the Purchaser and, in reliance on the representations, warranties and undertakings set out herein, the Purchaser wishes to acquire all the Sale Shares (as defined below) upon and subject to the terms and conditions set out herein. NOW IT IS HEREBY AGREED as follows: -1-

1. DEFINITIONS 1.01 In this Agreement (including the recitals), the following expressions have the following meanings:
"ACCORD GROUP" means Accord Group Investments Limited, particulars of which are set out in Schedule 1; means the aggregate of 451,107 Class A Common Shares of US$0.001 each in the

"ACCORD GROUP CONSIDERATION SHARES"

1. DEFINITIONS 1.01 In this Agreement (including the recitals), the following expressions have the following meanings:
"ACCORD GROUP" means Accord Group Investments Limited, particulars of which are set out in Schedule 1; means the aggregate of 451,107 Class A Common Shares of US$0.001 each in the share capital of the Purchaser to be issued and allotted by the Purchaser in accordance with Clause 3, details of which are set out in Schedule 2; means the ordinary shares of US$1.00 each in the issued share capital of Accord Group; means a day (other than a Saturday or a day on which a tropical cyclone warning No. 8 or above or a black rainstorm warning is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which banks are open for business in Hong Kong; shall have the meaning prescribed to it under Clause 3.01; means Accord Group and Upper Step; means the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as amended from time to time; means completion of the events set out in Clause 4; means the actual date of Completion; means the aggregate of the Accord Group Consideration Shares and Upper Step Consideration Shares; means the Hong Kong Special Administrative Region of the People's Republic of China; means Hong Kong dollars, the lawful currency of Hong Kong; means the aggregate of (45), (80) and (60) Upper Step Shares which are legally and beneficially owned by Sino, Fine Power and Quality Idea, respectively, representing 37% of the entire issued share capital of Upper Step and (61) Accord Group Shares which are legally and beneficially owned by Sino, representing 61% of the entire issued shares capital of Accord Group; means the Accord Group Shares and Upper Step Shares; means Upper Step Holdings Limited, particulars of which are set out in Schedule 1;

"ACCORD GROUP CONSIDERATION SHARES"

"ACCORD GROUP SHARES"

"BUSINESS DAY"

"CASH PAYMENT"

"COMPANIES" "COMPANIES ORDINANCE"

"COMPLETION"

"COMPLETION DATE" "CONSIDERATION SHARES"

"HONG KONG"

"HK$"

"SALE SHARES"

"SHARES"

"UPPER STEP"

-2-

"UPPER STEP CONSIDERATION SHARES"

means the aggregate of 6,478,437 Class A Common Shares of US$0.001 each in the share capital of the Purchaser to be issued and allotted by the Purchaser in accordance with Clause 3, details of which are set out in Schedule 2; means the ordinary shares of US$1.00 each in the issued share capital of Upper Step; means United States Dollars, the lawful currency of the United States of America; means the warrant to be granted by the Purchaser in favour of Sino for the purchase of 4,099,968 Common Shares of the Purchaser; those representations and warranties referred to in Clause 5.

"UPPER STEP SHARES"

"US$"

"WARRANT"

"WARRANTIES"

1.02 Clause headings are for convenience only and shall not affect the construction of this Agreement. 1.03 The expressions "ACCORD GROUP", "UPPER STEP", the "COMPANIES", the "VENDORS", and the "PURCHASER" shall, where the context provides, include their respective successors, personal representatives and permitted assigns. 1.04 References herein to Clauses and Schedules are to clauses of, and schedules to, this Agreement unless the context requires otherwise and references to this Agreement include the Schedules. 1.05 Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender. 1.06 Any reference to Sale Shares in this Agreement shall also mean all rights and interests that Sino may have for the issuance of the Sale Shares. 2. SALE AND PURCHASE OF THE SALE SHARES 2.01 Upon and subject to the terms and conditions of this Agreement, the Vendors shall sell or procure the sale to the Purchaser of their respective Sale Shares free from all charges, liens, equities, encumbrances, options and adverse interests and from all other rights exercisable by or claims by third parties, and the Purchaser shall purchase the Sale Shares with all rights attached or accruing to them at Completion. 2.02 The Vendors shall transfer the legal and beneficial title to their respective Sale Shares. The title to, and any risk attaching to, the Sale Shares shall pass on Completion. 2.03 The Purchaser shall be entitled to exercise all rights attached or accruing to the Sale Shares including, without limitation, the right to receive all dividends, distributions or any return of capital declared, paid or made by the Companies on or after the Completion Date. 2.04 The Vendors waive or shall procure the waiver of all rights of pre-emption over any of the Sale Shares conferred upon it by the articles of association of the Companies and/or under any shareholders' agreement or in any other way and undertake to take all steps necessary to ensure that any rights of pre-emption over any of the Sale Shares are waived. -3-

2.05 The Vendors agree that to the extent that they have or may have any rights, claims or interests whatsoever against either one of the Companies in connection with the issue of the Sale Shares to them, such rights, claims or interests shall be fully, irrevocably, unconditionally and absolutely waived, discharged and released upon Completion.

2.05 The Vendors agree that to the extent that they have or may have any rights, claims or interests whatsoever against either one of the Companies in connection with the issue of the Sale Shares to them, such rights, claims or interests shall be fully, irrevocably, unconditionally and absolutely waived, discharged and released upon Completion. 3. CONSIDERATION 3.01 The total consideration for the sale of the Sale Shares shall consist of: (a) the Consideration Shares; (b) the amount of US$15,100,000 ("CASH PAYMENT") and (c) the grant of the Warrant. The Consideration Shares shall be issued and allotted to Sino solely in such number and with such designation as set out opposite its name in Schedule 2 with such rights as are equivalent to the rights attached to the Sale Shares being sold to the Purchaser. Each of Fine Power and Quality Idea hereby irrevocably direct that any Consideration Shares to which it may be entitled shall be issued to Sino and the Purchaser shall be released from any obligation hereunder upon the issuance of such Consideration Shares to Sino. 3.02 Subject to Completion having occurred, the Consideration Shares shall be allotted and issued as fully paid. 3.03 The Vendor hereby acknowledges that part of the Cash Payment amounting to US$9,100,000 has been duly paid and received from the Purchaser. The balance of the Cash Payment being US$6,000,000 (the "CASH BALANCE") shall be payable by the Purchaser by wire transfer or by such other manner as mutually agreed by the parties hereto. 3.04 The Warrant shall be granted to Sino in such manner and at such times to be agreed by Sino and the Purchaser. 4. COMPLETION 4.01 Completion shall take place on a date to be determined by the Purchaser and at such place as determined by the Purchaser. 4.02 At Completion, the following business shall be transacted: (a) the Vendors shall deliver or shall procure the delivery of the following to the Purchaser: (i) duly executed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser or such other person(s) as it may nominate together with the relevant share certificates; (ii) such other documents as may be reasonably required to give good title to the Sale Shares free from all claims, liens, charges, equities and encumbrances and third party rights of any kind and to enable the Purchaser (or as it may nominate) to become the registered holder thereof; and (iii) powers of attorney, if necessary, in approved terms under which any of the documents referred to in this Clause 4.02(a) is executed; (b) the Purchaser shall: (i) present the instruments of transfer together with share certificates in respect of the Sale Shares to the Companies for registration; -4-

(ii) approve the issue and allotment of the Consideration Shares to Sino in accordance with Clause 3; (iii) pay the Cash Balance in accordance with the provisions contained herein; and (iv) grant the Warrant in favour of Sino on terms as agreed between the Purchaser and Sino.

(ii) approve the issue and allotment of the Consideration Shares to Sino in accordance with Clause 3; (iii) pay the Cash Balance in accordance with the provisions contained herein; and (iv) grant the Warrant in favour of Sino on terms as agreed between the Purchaser and Sino. (c) Sino shall: (i) deliver to the Purchaser the due diligence documents as set out in the Schedule hereto and all other documents as may be required for the issuance and registration of the Consideration Shares in the name of Sino; 4.03 The Purchaser shall not be obliged to complete this Agreement unless the Vendors comply fully with the requirements of Clause 4.02(a). 4.04 If the obligations of the Vendors under Clause 4.02(a) are not complied with on the Completion Date the Purchaser may: (a) defer Completion (so that the provisions of this Clause 4 shall apply to Completion as so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or (c) treat this Agreement as terminated for breach of a condition, without prejudice to any rights and remedies it may have in respect hereof. 4.05 The Vendors jointly and severally undertake to indemnify the Purchaser against any loss, expenses or damages which it may suffer as a result of any document delivered to it pursuant to this clause being unauthorised, invalid or for any other reason ineffective for its purpose. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS 5.01 Each of the Vendors represent and warrant to the Purchaser (for itself and as trustee for the Companies (as the case may be)) to the intent that each of the following representations and warranties is accurate in all respects and not misleading at the date of this Agreement and that if for any reason there is any interval of time between the time of this Agreement and Completion, such representations and warranties will continue to be accurate in all respects and not misleading at all times subsequent to the date of this Agreement up to and including the Completion Date as if repeated on each such day immediately before Completion: (a) it is the sole legal and beneficial owner of, or otherwise have full authority, including all shareholder and/or regulatory authority, to sell, transfer or dispose of, the Sale Shares registered in its name; (b) it is entitled to sell its Sale Shares free from any claims, equities, liens, charges and encumbrances (including without limitation any claims of the beneficiaries or other persons under any settlement or trust document or otherwise); (c) this Agreement constitutes and the other documents executed by it which are to be delivered at Completion will, when executed, constitute binding obligations of it in -5-

accordance with their respective terms; (d) the execution and delivery of, and the performance of its obligations under this Agreement will not: (i) result in a breach of any provision of the memorandum or articles of association (or other similar c