Execution
      Version

    


    SHARE
      PURCHASE AGREEMENT


     

    For
      the
      Purchase of Common Shares

    


    of

    


    News
      Radio Limited

    


    By

    


    Well
      Chance Investments Limited


    


    June
      4,
      2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SHARE
      PURCHASE AGREEMENT

     

    This
      Share Purchase Agreement (the “Agreement”)
      is
      made and entered into as of June 4, 2008, by and among:

     

    
      	 	
              1.

            	
              Legend
                Media Inc.,
                a
                corporation incorporated under the Laws of the State of Nevada, United
                States of America (
“Legend”);

            


    

     

    
      	 	
              2.

            	
              Well
                Chance Investments Limited, an international business company incorporated
                under the Laws
                of the British Virgin Islands (the
                “Purchaser”); and
                

            


    

     

    
      	 	
              3.

            	
              Ju
                Baochun () an
                individual holding PRC ID card No. ; and
                Xue Wei (),
                an individual holding PRC ID card No. (each a “Seller” and
                collectively the “Sellers”).

            


    

     

    The
      Purchaser and the Sellers are referred to herein collectively as the
“Parties”
and
      each individually as a “Party”.
      Certain capitalized terms used in this Agreement are defined in Article 12
      of
      this Agreement.

     

    RECITALS

     

    
      	 	
              A.

            	
              The
                Purchaser is a wholly-owned subsidiary of
                Legend.

            


    

     

    
      	 	
              B.

            	
              News
                Radio Limited is an international business company incorporated under
                the
                Laws of the British Virgin Islands (the “Company”)
                and a wholly-owned subsidiary of the
                Sellers.

            


    

     

    
      	 	
              C.

            	
              CRI
                News Radio Limited is a Hong Kong company that will be a wholly-owned
                subsidiary of the Company (“HK
                Company”).

            


    

     

    
      	 	
              D.

            	
              HK
                Company intends to set up a PRC Wholly Foreign Owned Entity, being
                a
                wholly-owned subsidiary of the HK Company (“PRC
                Subsidiary”).

            


    

     

    
      	 	
              E.

            	
              Beijing
                Maihesi Advertising International Co., Ltd. ()
                is
                a PRC company limited by shares (“Maihesi”).
                The Company, the HK Company, the PRC Subsidiary and Maihesi are referred
                to herein collectively as the “Group
                Companies”
                and each individually as a “Group
                Company”.

            


    

     

    
      	 	
              F.

            	
              The
                Sellers are the sole shareholders of
                Maihesi.

            


    

     

    
      	 	
              G.

            	
              On
                the terms and subject to the conditions set forth herein, the Purchaser
                desires to purchase, and the Sellers desire to sell to the Purchaser,
                common shares of the Company (the “Purchased
                Shares”),
                which Purchased Shares constitute 100% of the
                Shares.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOW,
      THEREFORE, the Parties hereby agree as follows:

     

    Article
      1

     

    Share
      Purchase and Sale

     

    1.1 Purchase
      and Sale. Subject
      to the terms and conditions hereof, at the Closing (as defined below), the
      Sellers shall sell and transfer the Purchased Shares to the Purchaser, and
      the
      Purchaser shall purchase the Purchased Shares from the Sellers. 

     

    1.2 Purchase
      Price; Payment Schedule. 
      In
      consideration for the sale and transfer of the Purchased Shares to the
      Purchaser, the Purchaser shall pay to the Sellers cash consideration and share
      consideration in proportion to the respective share percentage of the Company
      held by the Sellers, as follows:

     

    
      	 	
              (i)

            	
              At
                Closing, the Purchaser shall deliver the share certificates representing
                the number of shares of common stock of Legend with an aggregate
                Issue
                Price of RMB2,000,000 (the “Share Consideration”) to the Sellers.
                The per share “Issue Price” is the weighted average trading price
                of one share of Legend’s common stock for the 30 trading days immediately
                prior to the date hereof. 

            


    

     

    
      	 	
              (ii)

            	
              Within
                28 days after the Closing, the Purchaser shall deposit RMB5,250,000
                to an
                account of the Sellers’ designation and within 90 days after the Closing,
                the Purchaser shall deposit RMB1,600,000 to an account of the Sellers’
                designation (collectively the “Cash
                Consideration”).

            


    

     

    1.3 Performance
      based Consideration. 

     

    
      	 	
              (i)

            	
              The
                Purchaser and the Sellers shall mutually select an impartial auditor
                to
                audit and determine, according the US GAAP, the net revenue (the
“Net
                Revenue”) and net income (the “Net Income”) of Maihesi for
                the 7 or 12 month periods, as applicable, ending December 31, 2008,
                December 31, 2009 and December 31, 2010, respectively. Such determination
                shall be made each year within 90 days after December 31 of the respective
                year. Absent manifest error, such determination shall be final and
                conclusive. 

            


    

     

    For
      the
      purpose of this Agreement, the Net Revenue means the aggregate amount invoiced
      and recognized pursuant to US GAAP.

     

    
      	 	
              (ii)

            	
              The
                Sellers will receive additional consideration (the “Additional
                Consideration”) 30 days after the determination of the relevant Net
                Revenue and Net Income as follows:

            


    

     

    
      	 	
              (a)

            	
              If
                for the 7 month period ending December 31, 2008, Net Revenue equals
                90% or
                more of RMB12,000,000 and Net Income is RMB0 or more, the Sellers
                shall
                receive shares of Legend with an aggregate Issue Price of RMB2,500,000
                with a price per share equal to the weighted average trading price
                of one
                share of Legend’s common stock for the 30 trading days immediately prior
                to the date such amount becomes
                payable.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              If
                for the 12 month period ending December 31, 2009, Net Revenue equals
                80%
                or more of RMB30,000,000 and Net Income is RMB 6,000,000 or more,
                the
                Sellers shall receive RMB4,000,000 in the form of cash, shares of
                Legend
                or a combination of the two, at the election of the Sellers. The
                per share
                “Issue Price” is the weighted average trading price of one share of
                Legend’s common stock for the 30 trading days immediately prior to the
                date such amount becomes payable.

            


    

     

    
      	 	
              (c)

            	
              If
                for the 12 month period ending December 31, 2010, Net Revenue equals
                80%
                or more of RMB34,000,000 and Net Income is RMB 8,000,000 or more,
                the
                Sellers shall receive RMB8,000,000 in the form of cash, shares of
                Legend
                or a combination of the two, at the election of the Sellers. The
                per share
                “Issue Price” is the weighted average trading price of one share of
                Legend’s common stock for the 30 trading days immediately prior to the
                date such amount becomes payable. 

            


    

     

    1.4 Closing;
      Time and Place. Subject
      to the satisfaction or waiver of the conditions set forth in Sections 6 and
      7, the closing of the purchase and sale of the Purchased Shares (the
“Closing”) shall take place on June 15, 2008 at 10:00 a.m., at 11F, Tower
      A, Building No. 1, GT International Center, Jia 3 Yongandongli, Jianguomenwai
      Avenue, Chaoyang District, Beijing, unless another place or time is agreed
      upon
      by the Purchaser and the Sellers. The date upon which the Closing actually
      occurs is herein referred to as the “Closing Date”.

     

    1.5 Deliveries
      by the Purchaser. The
      Purchaser shall deliver:

     

    
      	 	
              (i)

            	
              At
                Closing, to
                the Sellers,
                a certificate or certificates representing the Share
                Consideration; and

            


    

     

    
      	 	
              (ii)

            	
              At
                Closing, to the Sellers, a true and correct copy of the resolutions
                or
                minutes of the meetings of the board of directors of the Purchaser,
                and
                where required by applicable Laws, the shareholders of the Purchaser,
                or
                other relevant internal document evidencing approval of this Agreement
                and
                the matters contemplated hereby, certified by an authorized officer
                of the
                Purchaser.

            


    

     

    1.6 Deliveries
      by the Sellers. At Closing, the following original certificates and
      documents shall be delivered to the Purchaser:

     

    
      	 	
              (i)

            	
              The
                Purchased Shares. (1) A certificate representing the Purchased Shares,
                duly endorsed for transfer as required under applicable Laws; and
                (2) duly executed instruments of transfer
                with respect to the Purchased
                Shares.

            


    

     

    
      	 	
              (ii)

            	
              The
                Maihesi Contracts. The Sellers shall deliver the Maihesi Contracts (as
                defined below) duly executed by the Sellers, as
                applicable.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              The
                Resignation Letters or Consent Letters. Duly executed letters of
                resignation by those current officers, directors, company secretaries
                and
                signatories, as applicable, of the Group Companies as directed by
                the
                Purchaser, in form and content acceptable to the Purchaser and/or
                the duly
                executed letters of consent of the newly appointed officers, directors,
                company secretaries and signatories, as applicable, of the Group
                Companies
                as directed by the Purchaser, in form and content acceptable to the
                Purchaser.

            


    

     

    
      	 	
              (iv)

            	
              Board
                Resolutions of the Company. A true and correct copy of the resolutions
                or minutes of a meeting of the Company’s board of directors or other
                relevant internal document evidencing approval of this Agreement
                and the
                matters contemplated hereby, certified by an authorized officer of
                the
                Company. 

            


    

     

    
      	 	
              (v)

            	
              Legal
                Opinion of the PRC Counsel. A legal opinion of the PRC counsel to the
                Company and the Sellers on valid incorporation and existence of Maihesi,
                the enforceability of the Guoguang Contracts (as defined below),
                and any
                other issues as may be reasonably requested by the
                Purchaser.

            


    

     

    
      	 	
              (vi)

            	
              Share
                Register. A certified copy of the share register of the Company,
                certified by an officer of the Company and reflecting the Purchaser’s
                ownership of the Purchased Shares.

            


    

     

    
      	 	
              (vii)

            	
              Compliance
                Certificate. Certificates signed by the Sellers (in form and substance
                reasonably satisfactory to the Purchaser), dated as of the Closing
                Date,
                certifying that the matters set forth in Section 6.4
                have been fulfilled and are accurate and
                complete.

            


    

     

    Article
      2


     

    Representations
      and Warranties of the Sellers

     

    Subject
      to the exceptions set forth in the Disclosure Schedule, the Sellers hereby
      jointly and severally, represents and warrants to the Purchaser the following
      at
      the date of this Agreement and at the Closing Date; provided,
      however,
      the
      representations and warranties made in respect of the Maihesi Contracts and
      the
      PRC Subsidiary under this Agreement shall be made at the Closing Date only:
      

     

    2.1 Authority.
      The Sellers are the sole and exclusive record holder of the Shares, free and
      clear of all Liens, and, there are no agreements, arrangements or understandings
      to which either Seller is a party (other than pursuant to this Agreement and
      the
      transactions contemplated hereby) involving the purchase, sale, voting, holding
      or other acquisition or disposition of the Shares or any interest therein.
      The
      Sellers have fully paid for such Shares in accordance with applicable Laws,
      and
      the Shares are duly and validly issued.

     

    There
      is
      no action, suit, investigation, complaint or other proceeding pending against
      the Sellers or, to the knowledge of the Sellers, threatened against the Sellers
      or any other Person that restricts in any respect or prohibits (or, if
      successful, would restrict or prohibit) the exercise by any Party or beneficiary
      of its rights under this Agreement or the performance by any Party of its
      obligations under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Sellers do not have any pre-emptive rights, rights of first refusal, co-sale
      rights or similar rights in respect of the Company or the Shares. In furtherance
      and not in limitation of the foregoing, the Sellers hereby waive any and all
      pre-emptive rights, rights of first refusal, co-sale rights or similar rights,
      as well as any entitlements to liquidation preferences or other preferences
      contemplated under the memorandum and articles of association of the Company
      or
      otherwise, to the extent that any such rights or preferences would be
      inconsistent with the transactions set forth in this Agreement or the Maihesi
      Contracts.

     

    Each
      of
      the Sellers and Group Company has all requisite corporate or other power and
      authority to execute and deliver this Agreement and the Maihesi Contracts to
      which it is a party and to perform the transactions contemplated by this
      Agreement and the Maihesi Contracts. The execution and delivery of this
      Agreement and the Maihesi Contracts to which such party is a party and the
      performance by such party of its obligations hereunder and thereunder, has
      been
      duly and validly authorized and no other corporate action on the part of such
      party is necessary. This Agreement and the Maihesi Contracts, upon the execution
      and delivery by each of the Sellers and Group Company (assuming due and valid
      execution and delivery by the Purchaser), will constitute legal, valid and
      binding obligations enforceable against such party in accordance with their
      terms. 

     

    2.2 Tax
      Matters. Each of the Sellers represents and warrants that the Sellers have
      had an opportunity to review with its own tax advisors the tax consequences
      to
      the Sellers of the sale of the Purchased Shares and the other transactions
      contemplated by this Agreement. Each of the Sellers understands that it must
      rely solely on its advisors and not on any statements or representations by
      the
      Purchaser, each Group Company or any of their respective agents. Each of the
      Sellers understands that, unless otherwise required under this Agreement, it
      shall be responsible for its own tax liability under relevant Law that may
      arise
      from the sale of the Purchased Shares and the other transactions contemplated
      by
      this Agreement.

     

    2.3 Reliance
      by the Purchaser. Each of the Sellers understands and acknowledges that the
      Purchaser is entering into this Agreement in reliance upon the representations
      and warranties and covenants of the Sellers made herein (subject to the
      exceptions and disclosures contained in the Disclosure Schedule).

     

    2.4 The
      Company

     

    
      	 	
              (i)

            	
              Organization.
                The Company is an international business company duly incorporated,
                validly existing and in good standing under the Laws of the British
                Virgin
                Islands and has full corporate power and authority to conduct its
                business
                as now conducted and to own, use and lease its Assets and Properties.
                Except
                for the HK Company, the Company has no other subsidiaries or branches.
                There are no other companies, partnerships, joint ventures, associations
                or other entities in which the Company, of record or beneficially,
                has any
                direct or indirect equity or other interest or any right (contingent
                or
                otherwise) to acquire the same. The Company has not engaged in any
                substantive business since its
                incorporation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              Company
                Share Capital. The total authorized share capital of the Company
                consists of 50,000 ordinary shares. The Shares are duly authorized,
                validly issued, fully paid and non-assessable and are owned, of record
                by
                the holders thereof free and clear of all Liens, and were either
                issued in
                accordance with all applicable securities Laws or pursuant to exemptions
                therefrom. There are no outstanding Options with respect to the Company.
                There are no currently outstanding offers to provide Options made
                by the
                Company that as at the date hereof have not been issued or granted.
                The
                Shares are not subject to and have not been issued in violation of
                any
                purchase option, call option, right of first refusal, preemptive
                right,
                subscription right or any similar right under any Laws, the charter
                documents or any contract to which the Company is a party or otherwise
                bound. There
                are no bonds, debentures, notes or other indebtedness of the Company
                having the right to vote (or convertible into, or exchangeable for,
                securities having the right to vote) on any matters on which holders
                of
                equity interests of the Company may vote. There are no voting trusts,
                shareholder agreements, proxies or other agreements or understandings
                in
                effect with respect to the voting or transfer of any of the equity
                interests to which the Company is a party or is otherwise bound.
                There is
                no outstanding equity or similar securities of the Company or any
                rights
                to acquire such securities of the
                Company.

            


    

     

    2.5 The
      HK
      Company

     

    
      	 	
              (i)

            	
              Organization.
                The HK Company is duly incorporated, validly existing and in good
                standing
                under the Laws of the Hong Kong and has full corporate power and
                authority
                to conduct its business as now conducted and to own, use and lease
                its
                Assets and Properties. Except for the PRC Subsidiary, the HK Company
                has
                no other subsidiaries or branches. There are no other companies,
                partnerships, joint ventures, associations or other entities in which
                the
                Company, of record or beneficially, has any direct or indirect equity
                or
                other interest or any right (contingent or otherwise) to acquire
                the same.
                The HK Company has not engaged in any substantive business since
                its
                incorporation.

            


    

     

    
      	 	
              (ii)

            	
              HK
                Company Share Capital. The total authorized share capital of the
                Company consists of 10,000 ordinary shares. The shares outstanding
                as at
                the date of this Agreement are duly authorized, validly issued, fully
                paid
                and non-assessable and are owned, of record by the holders thereof
                free
                and clear of all Liens, and were either issued in accordance with
                all
                applicable securities Laws or pursuant to exemptions therefrom. There
                are
                no outstanding Options with respect to the HK Company. There are
                no
                currently outstanding offers to provide Options made by the HK Company
                that as at the date hereof have not been issued or granted. The shares
                are
                not subject to and have not been issued in violation of any purchase
                option, call option, right of first refusal, preemptive right,
                subscription right or any similar right under any Laws, the charter
                documents or any contract to which the Company is a party or otherwise
                bound. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.6 The
      PRC Subsidiary. 

     

    
      	 	
              (i)

            	
              The
                PRC Subsidiary is a corporation duly organized and validly existing
                under
                the Laws of the PRC, and has full corporate power and authority to
                conduct
                its business as now conducted and to own, use and lease its Assets
                and
                Properties. The PRC Subsidiary is duly qualified, licensed or admitted
                to
                do business in the PRC. All such registered capital has been duly
                authorized and is fully paid and is owned, of record or beneficially,
                by
                the HK Company free and clear of all Liens. There are no outstanding
                Options with respect to the PRC Subsidiary. The PRC Subsidiary does
                not
                have any subsidiaries, branches or representative offices. The PRC
                Subsidiary has not engaged in any substantive business since its
                incorporation.

            


    

     

    
      	 	
              (ii)

            	
              The
                equity interests in the PRC Subsidiary are not subject to or issued
                in
                violation of any purchase option, call option, right of first refusal,
                preemptive right, subscription right or any similar right under any
                PRC
                Laws, the charter documents or any contract to which the PRC Subsidiary
                is
                a party or otherwise bound. 

            


    

     

    2.7 Maihesi.
      

     

    
      	 	
              (i)

            	
              Section
                2.07 of the Disclosure Schedule lists the name of Maihesi and all
                lines of business in which Maihesi is engaged. Maihesi is a corporation
                duly organized and validly existing under the Laws of the PRC, and
                has
                full corporate power and authority to conduct its business as now
                and
                proposed to be conducted and to own, use and lease its Assets and
                Properties. 

            


    

     

    
      	 	
              (ii)

            	
              Maihesi
                is duly qualified, licensed or admitted to do business in the PRC.
                The
                registered capital of Maihesi has been duly authorized and is fully
                paid
                and is owned by the holders thereof free and clear of all Liens.
                There are
                no outstanding Options with respect to Maihesi. Maihesi does not
                have any
                subsidiaries, branches or representative offices. 

            


    

     

    
      	 	
              (iii)

            	
              All
                the equity interests in Maihesi are owned by the Sellers and are
                not
                subject to or issued in violation of any purchase option, call option,
                right of first refusal, preemptive right, subscription right or any
                similar right under any PRC Laws, the charter documents or any contract
                to
                which Maihesi or a Seller is a party or otherwise bound. 

            


    

     

    
      	 	
              (iv)

            	
              No
                penalty has been imposed on Maihesi by the relevant PRC governmental
                authorities due to its failure to comply with applicable
                Laws.

            


    

     

    2.8 Governmental
      Approvals and Filings. No consent, approval or action of, filing with or
      notice to any Governmental Authority on the part of the Sellers and Group
      Company is required in connection with the execution, delivery and performance
      of this Agreement or any of the Maihesi Contracts to which it is a party or
      the
      consummation of the transactions contemplated hereby or thereby.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.9 Compliance
      with Laws and Orders. None of the Group Companies is or has at any time
      received any notice that it is or has at any time been, in any violation, breach
      or default of any term of its articles of association, or of any provision
      of
      Contract, or any PRC Laws applicable to or binding upon the Group Company or
      its
      Assets and Properties (as the case may be). 

     

    2.10 Licenses.
      All
      consents, approvals, permits or Licenses required for the operation of the
      business of the Group Company have been obtained. The Group Company has at
      all
      times carried on its business in compliance with all applicable Laws. Neither
      the Group Company nor any of its directors, shareholders, and officers has
      committed any criminal offence or any breach of the requirements or conditions
      of any statute, treaty, legislation or regulation in the course of carrying
      on
      the Group Company’s business. The Group Company is not the subject of any
      ongoing or threatening inquiry that would have an adverse effect by any
      governmental or regulatory body. 

     

    Each
      License is valid, binding and in full force and effect; and no Group Company
      is
      or has at any time been, or has received any notice that it is or has at any
      time been, in default (or with the giving of notice or lapse of time or both,
      would be in default) under any such License.

     

    2.11 Contracts. 

     

    
      	 	
              (i)

            	
              Section
                2.11 of the Disclosure Schedule contains a true and complete list of
                each of the all Contracts, to which any Group Company is a party
                or by
                which any of its respective Assets and Properties is bound (including
                material Contracts that have expired by their terms or otherwise
                terminated but have liabilities that continue to attach to such Group
                Company):

            


    

     

    
      	 	
              (ii)

            	
              The
                Sellers have delivered to the Purchaser true and complete copies
                (or, if
                not in writing, reasonably complete and accurate written descriptions)
                of
                each Contract or other arrangement required to be listed on Section
                2.11 of the Disclosure Schedule, together with all amendments and
                supplements thereto.

            


    

     

    
      	 	
              (iii)

            	
              Each
                Contract to which each Group Company is a party is in full force
                and
                effect and constitutes a legal, valid and binding agreement, enforceable
                in accordance with its terms, of each party thereto; and neither
                any Group
                Company nor, to the knowledge of the Sellers, any other party to
                such
                Contract is, or has received notice that it is, in violation or breach
                of
                or default under any such Contract (or with notice or lapse of time
                or
                both, would be in violation or breach of or default under any such
                Contract) or that another party to a Contract listed in Section 2.11 of
                the Disclosure Schedule intends to cancel, terminate or refuse to
                renew such Contract. 

            


    

     

    
      	 	
              (iv)

            	
              No
                Group Company is a party to or bound by any Contract that could result,
                individually or in the aggregate with any other such Contracts, in
                a
                Business Material Adverse Effect.

            


    

     

    2.12 Real
      Property. 

     

    
      	 	
              (i)

            	
              Each
                Group Company, as applicable, is in possession as lessee of each
                parcel of
                real property, together with all facilities, fixtures and other
                improvements thereon, and in each case such lease is, to the knowledge
                of
                the Group Companies, free and clear of all Liens. To the knowledge
                of the
                Group Companies, none of the use of such real property, facilities,
                fixtures or other improvements contravenes or violates any occupational
                safety and health or other applicable Law in any material respect.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (ii)

            	
              Each
                Group Company, as applicable, has a valid and subsisting leasehold
                estate
                in and the right to quiet enjoyment of the real properties used by
                it for
                the full term of the lease. Each lease referred to in paragraph above
                is a
                legal, valid and binding agreement of the applicable Group Company,
                enforceable in accordance with its terms, and to the knowledge of
                the
                Group Companies, is a legal, valid and binding agreement of each
                other
                Person that is a party thereto, and no Group Company has received
                notice
                of any default (or any condition or event which, after notice or
                lapse of
                time or both, would constitute a default)
                thereunder.

            


    

     

    
      	 	
              (iii)

            	
              Prior
                to the execution of this Agreement, each Group Company has delivered
                to
                the Purchaser true and complete copies of all leases (including any
                amendments and renewal letters).

            


    

     

    
      	 	
              (iv)

            	
              No
                Group Company is a lessor under any lease, sublease, tenancy or license
                of, or entered into any rental agreement with respect to, any portion
                of
                the real property referred to in
                paragraph.

            


    

     

    2.13 Insurance.
      No commercial insurance is used or necessary in the conduct of the business
      of
      the Group Companies.

     

    2.14 Taxes.
      All Tax
      Returns required to be filed in respect of each Group Company have been duly
      and
      timely filed, have been prepared in compliance with all applicable Laws, and
      are
      true, correct and complete. All Taxes due and payable by each Group Company,
      whether or not shown as due on such Tax Returns, have been fully paid when
      due.

     

    2.15 Legal
      Proceedings. There are no:

     

    
      	 	
              (i)

            	
              actions
                or Proceedings pending or, to the knowledge of the Sellers or any
                Group
                Company, threatened against any of the Group Companies or any of
                their
                respective Assets and Properties;

            


    

     

    
      	 	
              (ii)

            	
              orders
                outstanding against any of the Group Companies;
                or

            


    

     

    
      	 	
              (iii)

            	
              to
                the knowledge of the Sellers, facts or circumstances known to any
                of the
                Group Companies that could reasonably be expected to give rise to
                any
                Action or Proceeding that would be required to be disclosed pursuant
                to
                clause (i)
                or
                (ii) above.

            


    

     

    2.16 Affiliate
      Transactions. Except for the Maihesi Contracts, as at the date of this
      Agreement, (i) there are no Liabilities between a Group Company, on the one
      hand, and either of the Sellers or the officer, director or Affiliate of the
      Group Company, on the other, (ii) neither of the Sellers, nor any officer,
      director or Affiliate of the Group Company provides or causes to be provided
      any
      assets, services or facilities to the Group Companies, (iii) no Group Company
      provides or causes to be provided any assets, services or facilities to the
      Sellers or any officer, director or Affiliate of the Group Company and
      (iv) no Group Company beneficially owns, directly or indirectly, any
      Investment Assets of the Sellers or any such officer, director or Affiliate
      of
      the Group Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.17 Employees;
      Labor Relations. 

     

    The
      Group
      Companies have complied with all applicable Laws relating to the employment
      of
      labor. 

     

    2.18 Bank
      and Brokerage Accounts; Investment Assets. Section 2.18 of the Disclosure
      Schedule sets forth a true and complete list of the names and locations
      of all banks, trust companies, securities brokers and other financial
      institutions at which any Group Company has an account or safe deposit box
      or
      maintains a banking, custodial, trading or other similar
      relationship. 

     

    2.19 Brokers.
      All
      negotiations relative to this Agreement and the transactions contemplated hereby
      have been carried out by the Sellers directly with the Purchaser without the
      intervention of any Person on behalf of the Sellers in such manner as to give
      rise to any valid claim by any Person against the Purchaser, or either of the
      Sellers for a finder’s fee, brokerage commission or similar
      payment.

     

    2.20 Assets
      and Properties. The Group Company has good and marketable title to its owned
      properties and assets free and clear of liens or encumbrance. All facilities,
      machinery, equipment, fixtures, vehicle and other properties owned, leased
      or
      used by the Group Company are in good operating condition and repair, ordinary
      wear and tear excepted, and are reasonably fit and usable for purposes for
      which
      they are being used.

     

    2.21 No
      Insolvency. No order has been made or petition presented or resolution
      passed for the winding up of a Group Company. None of the Group Companies is
      insolvent or unable to pay its debts as and when due.

     

    2.22 No
      Conflicts. The execution, delivery and performance by each of the Sellers of
      this Agreement and the Maihesi Contracts to which such Person is a party and
      the
      consummation of the transactions contemplated hereby and thereby will
      not:

     

    
      	 	
              (i)

            	
              conflict
                with or result in a violation or breach of any of the provisions
                of the
                memorandum and articles of association (or other comparable corporate
                charter documents) of the Group
                Company;

            


    

     

    
      	 	
              (ii)

            	
              conflict
                with or result in a violation of any Law or Order applicable to the
                Sellers and Group Company or any of its Assets and Properties; or
                

            


    

     

    
      	 	
              (iii)

            	
              (a) conflict
                with or result in a violation of, (b) constitute (with or without
                notice or lapse of time or both) a default under, (c) require the
                Sellers and Group Company to obtain any consent, approval or action
                of,
                make any filing with or give any notice to any Person as a result
                or under
                the terms of, (d) result in or give to any Person any right of
                termination, cancellation, acceleration or modification in or with
                respect
                to or result in any loss of benefit under or with respect to,
                (e) result in or give to any Person any additional rights or
                entitlement to increased, additional, accelerated or guaranteed payments
                under, or (f) result in the creation or imposition of any Lien upon a
                Group Company or any of its respective Assets and Properties, under
                any
                Contract or License to which such Group Company is a party or by
                which any
                of its respective Assets and Properties is bound or any Law or Order
                applicable to a Group Company or any of its respective Assets and
                Properties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.23 No
      Dividend or Other Distribution. No dividend or other distribution has
      occurred since its establishment with respect to any of the Group
      Companies.

     

    2.24 No
      Undisclosed Liabilities. There are no Liabilities against, relating to or
      affecting the Group Company or any of its Assets and Properties, other than
      Liabilities incurred in the ordinary course of business consistent with past
      practice. No Group Company is a guarantor, indemnitor, surety or other obligor
      of any indebtedness of any other Person.
      No Group
      Company has any interest payment obligation, including, without limitation,
      bank
      debt. Except as set forth in Section 2.24 of Disclosure Schedule, there
      is no capital commitment (including, without limitation, off-balance sheet
      capital commitment) for any Group Company.

     

    2.25 No
      Powers of Attorney. Except as set forth in Section 2.25 of the Disclosure
      Schedule, no Group Company has any powers of attorney or comparable delegations
      of authority outstanding.

     

    2.26 Absence
      of Changes. Except for the execution and delivery of this Agreement and the
      transactions to take place pursuant hereto on the Closing Date, since the
      establishment of the Group Companies there has not been any Business Material
      Adverse Effect on the Group Companies and none of the actions set forth in
      Section 4.05 has occurred except as otherwise agreed in writing by the Purchaser
      or as requested by the Purchaser. Without limiting the foregoing, there has
      not
      occurred since the establishment of the Group Companies until the date
      hereof:

     

    
      	 	
              (i)

            	
              any
                (a) amendment of the memorandum and articles of association (or other
                comparable corporate charter documents) of, or (b) reorganization,
                liquidation or dissolution of any Group
                Company;

            


    

     

    
      	 	
              (ii)

            	
              any
                capital expenditure, commitments for additions to property, plant,
                equipment or license of any Group Company constituting capital assets
                in
                an aggregate amount exceeding Ten Thousand US Dollars
                (US$10,000);

            


    

     

    
      	 	
              (iii)

            	
              any
                entry into any exclusive distribution, marketing, sales or other
                similar
                agreement with any third person whereby any Group Company has granted
                any
                third party exclusivity right;

            


    

     

    
      	 	
              (iv)

            	
              any
                material communication with a Governmental
                Authority;

            


    

     

    
      	 	
              (v)

            	
              any
                transaction by a Group Company with the Seller, any officer, director
                of
                the Affiliate of the Seller (a) outside the ordinary course of
                business consistent with past practice or (b) other than on an
                arm’s-length basis; 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (vi)

            	
              any
                material change in (a) any accounting, financial reporting, or Tax
                practice or policy of any Group Company or (b) the fiscal year of any
                Group Company;

            


    

     

    
      	 	
              (vii)

            	
              any
                entering into of an agreement to do or engage in any of the foregoing
                after the date hereof, except as contemplated by this Agreement;
                or

            


    

     

    
      	 	
              (viii)

            	
              any
                other transaction involving or affecting a Group Company outside
                the
                ordinary course of business consistent with past
                practice.

            


    

     

    2.27 Restricted
      Securities. The Seller is an accredited investor as defined in Rule 501(a)
      of
      Regulation D promulgated under the Securities Act (as defined below) (i) is
      acquiring the Legend’s securities (including, without limitation, any Share
      Consideration and Additional Consideration in the form of Legend’s shares) being
      issued to it for its own account, (ii) is not acquiring such securities with
      a
      view to any resale or distribution thereof other than in accordance with the
      restrictions set forth below, and (iii) is not a party to any agreement or
      arrangement to sell or transfer any of the Legend’s securities to any person;
      and the Legend’s securities have not been, and will not be, registered under the
      Securities Act, will be “restricted securities” under the Securities Act and
      under such laws and applicable regulations such securities may be resold without
      registration under the Securities Act only in accordance with the restrictions
      on transfer set forth on the legend set forth thereon.

     

    2.28 Legend.
      Each share certificate of Legend’s securities will bear a legend to the
      following effect unless determines otherwise in compliance with applicable
      law:

     

    The
      ordinary shares evidenced hereby have not been and will not be registered under
      the united states securities act of 1933, as amended (the “Securities
      Act”), and may not be offered, sold, pledged or otherwise transferred except
      (1) outside the united states in an offshore transaction meeting the
      requirements of rule 903 or rule 904 of regulation s under the securities act
      or
      (2) within the united states pursuant to an exemption from registration under
      the securities act provided by rule 144 thereunder (if available) and, in each
      case, in compliance with all applicable securities laws of all relevant
      jurisdictions.

     

    2.29 Disclosure.
      The Sellers have provided the Purchaser with all information that the Purchaser
      has requested (for deciding whether to acquire the Purchased Shares). The
      Sellers have provided the Purchaser with all information that, to the best
      knowledge of the Sellers, may materially and adversely impact the business
      and
      financial condition of the Maihesi. The Sellers have not been aware of any
      fact
      which has not been disclosed to Purchaser, which could have a Business Material
      Adverse Effect on Maihesi. If any of the representations and warranties by
      the
      Sellers in this Agreement, any of the other statements or certificates or other
      materials made or delivered to the Purchaser at any time in connection herewith,
      or materials provided to the Purchaser in connection with its due diligence,
      becomes untrue or misleading in any material respect, the Sellers shall, and
      shall promptly notify the Purchaser in writing of such fact and of the reasons
      for such change. 

     

    No
      representation or warranty contained in this Agreement, and no statement
      contained in the Disclosure Schedule, contains any untrue statement of a
      material fact or omits to state a material fact necessary in order to make
      the
      statements herein or therein, in the light of the circumstances under which
      they
      were made, not misleading.
      Any
      certificate, list or other writing furnished to the Purchaser and/or its
      Affiliates and representatives is a genuine and truthful copy of the original
      copy. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Article
      3


     

    Representations
      and Warranties of the Purchaser

     

    The
      Purchaser hereby represents and warrants the following to the Sellers as at
      the
      date of this Agreement and as at the Closing Date:

     

    3.1 Authorization
      by the Purchaser. The execution and delivery by the Purchaser of this
      Agreement and the Maihesi Contracts to which it is a party, and the performance
      by the Purchaser of its obligations hereunder and thereunder, have been duly
      and
      validly authorized by the board of directors of the Purchaser, no other
      corporate action on the part of the Purchaser or its shareholders being
      necessary. This Agreement has been duly and validly executed and delivered
      by
      the Purchaser and constitutes (assuming due and valid execution and delivery
      by
      the Sellers), and upon the execution and delivery by the Purchaser of the
      Maihesi Contracts to which it is a party, such Maihesi Contracts will
      constitute, legal, valid and binding obligations of the Purchaser enforceable
      against the Purchaser in accordance with their terms. 

     

    3.2 Organization.
      The Purchaser is a corporation duly organized, validly existing under the Laws
      of its jurisdiction of formation. On the Closing Date and subject to other
      provisions of this Agreement, the Purchaser has full corporate power and
      authority to execute and deliver this Agreement and the Maihesi Contracts to
      which it is a party, to perform its obligations hereunder and thereunder and
      to
      consummate the transactions contemplated hereby and thereby. The Purchaser
      is
      duly qualified, licensed or admitted to do business in all jurisdictions, in
      which the ownership, use or leasing of its Assets and Properties, or the conduct
      or nature of its business, makes such qualification, licensing or admission
      necessary and in which the failure to be so qualified, licensed or admitted
      could reasonably be expected to have an adverse effect on the validity or
      enforceability of this Agreement or any of the Maihesi Contracts to which it
      is
      a party or on the ability of the Purchaser to perform its obligations hereunder
      or thereunder.

     

    3.3 No
      Conflicts. The execution and delivery by the Purchaser of this Agreement
      does not, and the execution and delivery by the Purchaser of the Maihesi
      Contracts to which it is a party, the performance by the Purchaser of its
      obligations under this Agreement and such Maihesi Contracts and the consummation
      of the transactions contemplated hereby and thereby will not:

     

    
      	 	
              (i)

            	
              conflict
                with or result in a violation or breach of any of the terms, conditions
                or
                provisions of the organizational documents of the Purchaser, as the
                case
                may be;

            


    

     

    
      	 	
              (ii)

            	
              conflict
                with or result in a violation or breach of any term or provision
                of any
                Law or Order applicable to the Purchaser or any of its respective
                Assets
                and Properties to the extent that such conflict, violation or breach
                would
                have a material adverse effect on the ability of the Purchaser to
                perform
                its obligations under this Agreement;
                or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (iii)

            	
              require
                the Purchaser to obtain any consent, approval or action of, make
                any
                filing with or give any notice to any Person as a result or under
                the
                terms of any Contract or License to which the Purchaser is a party
                or by
                which any of its Assets and Properties is
                bound.

            


    

     

    3.4 No
      Insolvency. No order has been made or petition presented or resolution
      passed for the winding up of the Purchaser. The Purchaser is not insolvent
      or
      unable to pay its debts as and when due and there is no unfulfilled
      insolvency-related decree or court order outstanding against the
      Purchaser.

     

    3.5 Brokers.
      No broker, finder or investment banker is entitled to any brokerage, finder’s or
      other fee or commission in connection with the transactions contemplated by
      this
      Agreement based upon arrangements made by or on behalf of the
      Purchaser.
      Notwithstanding anything to the contrary of this Agreement, the Purchaser agrees
      to bear its own cost for such finder’s fee, brokerage commission or similar
      payment, if any.

     

    3.6 Consideration
      Shares. The Share Consideration has been duly authorized, and when delivered
      in accordance with the terms of this Agreement, will be duly and validly issued,
      fully paid and non-assessable and will be free of restrictions on transfer
      other
      than the Lock-in and orderly market conditions or otherwise as contemplated
      under this Agreement. 

     

    3.7 Litigation.
      As at the date hereof, no Action by or against the Purchaser is pending or,
      to
      the knowledge of the Purchaser, threatened, which could affect the legality,
      validity or enforceability of this Agreement, any of the Maihesi Contracts
      or
      the consummation of the transactions contemplated hereby or
      thereby.

     

    Article
      4


     

    Covenants
      of the Sellers

     

    Except
      as
      expressly set forth in this Article 4 or otherwise consented to by the
      Purchaser, the Sellers covenant and agree with the Purchaser that, at all times
      from and after the date hereof until the earlier of (a) the Closing Date and
      (b)
      the termination of this Agreement, except otherwise stipulated in this
      Agreement, the Sellers will comply with all covenants and provisions of this
      Article 4. For the purposes of this Article 4, the parties understand and
      agree that under all circumstances where the Sellers covenant to cause the
      Group
      Companies to take, or refrain from taking a particular action, each of the
      Sellers agree to exercise all control and power over the Group Companies
      available to the Sellers (whether by virtue of office, directorship, shareholder
      status, contract or otherwise) in order to cause the Group Companies to take,
      or
      refrain from taking, the specified action, provided that neither of the Sellers
      shall be obligated to exercise any control or power not available to it.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.1 Investigation
      by the Purchaser. The Sellers will, and will cause the Group Companies to,
      (i) provide the Purchaser and its officers, directors, key employees,
      agents, counsel, accountants, financial advisors, consultants and other
      representatives with reasonable access, upon reasonable prior notice and during
      normal business hours, to all officers, employees, agents and accountants of the
      Group Companies and their Assets and Properties and books and records, and
      (ii) furnish the Purchaser and such other Persons with all such information
      and data (including copies of Contracts and other books and records) concerning
      the business and operations of the Group Companies as the Purchaser or any
      of
      such other Persons may reasonably request in connection with such
      investigation.

     

    4.2 Conduct
      of Business. The Group Companies shall, and the Sellers will
      cause the Group Companies to, conduct business only in the ordinary course
      consistent with past practice. Without limiting the generality of the foregoing,
      the Group Companies shall, and the Sellers will
      cause the Group Companies to:

     

    
      	 	
              (i)

            	
              (a) preserve
                intact the present business organization and reputation of the Group
                Companies, (b) keep available (subject to dismissals, resignations
                and retirements in the ordinary course of business consistent with
                past
                practice) the services of the present officers, employees and consultants
                of the Group Companies, (c) maintain the Assets and Properties of the
                Group Companies in good working order and condition, ordinary wear
                and
                tear excepted, (d) maintain the goodwill of customers, suppliers,
                lenders and other Persons to whom the Group Companies provide services
                or
                with whom any Group Company otherwise has a significant business
                relationship, and (e) continue all current sales, marketing and
                promotional activities relating to the business and operations of
                the
                Group Companies;

            


    

     

    
      	 	
              (ii)

            	
              comply,
                in all respects, with all Laws and Orders applicable to them and
                promptly
                following receipt thereof give the Purchaser copies of any notice
                received
                from any Governmental Authority or other Person alleging any violation
                of
                any such Laws or Order.

            


    

     

    4.3 Notice
      and Cure. The Sellers will notify the Purchaser promptly in writing of, and
      contemporaneously will provide the Purchaser with true and complete copies
      of
      any and all information or documents relating to, and will use all commercially
      reasonable efforts to cure before the Closing, any event, transaction or
      circumstance occurring after the date of this Agreement that causes or will
      cause any covenant or agreement of either of the Sellers under this Agreement
      to
      be breached or that renders or will render untrue in all
      respects
      any representation or warranty of the Sellers contained in this Agreement as
      if
      the same were made on or as at the date of such event, transaction or
      circumstance. The Sellers also will notify the Purchaser promptly in writing
      of,
      and to the extent requested by the Purchaser, will use all commercially
      reasonable efforts to cure, before the Closing, any violation or breach of
      any
      representation, warranty, covenant or agreement made by a Seller in this
      Agreement, whether occurring or arising before, on or after the date of this
      Agreement. 

     

    4.4 Fulfillment
      of Conditions. The Sellers will execute and deliver at the Closing each
      Maihesi Contract and other document or certificate that such Seller is required
      hereby to execute and deliver as a condition to the Closing, will take all
      commercially reasonable steps necessary or desirable and proceed diligently
      and
      in good faith to satisfy each other condition to the obligations of the
      Purchaser contained in this Agreement and will not, and will not take or fail
      to
      take any action that could reasonably be expected to result in the
      non-fulfillment of any such condition. Each of the Sellers will take any other
      action required to authorize, approve and make effective the Transactions in
      accordance with applicable Law. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.5 Certain
      Restrictions. Except as otherwise agreed in writing by the Purchaser, the
      Group Companies shall, and the Sellers shall cause the Group Companies to
      refrain from:

     

    
      	 	
              (i)

            	
              authorizing,
                issuing, selling or otherwise disposing of any capital shares with
                respect
                to any Group Company, or effecting any share split or other change
                in the
                capitalization of any Group Company, or modifying or amending any
                right of
                (a) any holder of outstanding capital shares with respect to any
                Group
                Company or (b) any holder of rights to acquire capital shares with
                respect
                to any Group Company; 

            


    

     

    
      	 	
              (ii)

            	
              declaring,
                setting aside or paying any dividend or other distribution in respect
                of
                any capital shares of any Group
                Company;

            


    

     

    
      	 	
              (iii)

            	
              (a) entering
                into, amending, modifying, terminating (partially or completely),
                granting
                any waiver under or giving any consent with respect to (1) any Contract
                or
                (2) any License or (b) granting any irrevocable powers of attorney,
                in each case other than in the ordinary course of business consistent
                with
                past practice;

            


    

     

    
      	 	
              (iv)

            	
              violating,
                breaching or defaulting under in any respect, or taking or failing
                to take
                any action that (with or without notice or lapse of time or both)
                would
                constitute a violation or breach of, or default under, any term or
                provision of any License held or used by the Group Companies or any
                Contract to which any of the Group Companies is a party or by which
                any of
                their respective Assets and Properties is
                bound;

            


    

     

    
      	 	
              (v)

            	
              (a) incurring
                any additional Indebtedness (other than Indebtedness incurred in
                the
                ordinary course of business), or (b) voluntarily purchasing,
                canceling, prepaying or otherwise providing for a complete or partial
                discharge in advance of a scheduled payment date with respect to,
                or
                waiving any right of any of the Group Companies under, any Indebtedness
                of
                or owing to any of them (other than Indebtedness incurred in the
                ordinary
                course of business);

            


    

     

    
      	 	
              (vi)

            	
              making
                capital expenditures or commitments for additions to property, plant
                or
                equipment in an aggregate amount exceeding Ten Thousand US Dollars
                (US$10,000); 

            


    

     

    
      	 	
              (vii)

            	
              making
                any change in the lines of business in which they participate or
                are
                engaged which would result in a Business Material Adverse Effect;
                or

            


    

     

    
      	 	
              (viii)

            	
              entering
                into any agreement to do or engage in any of the
                foregoing.

            


    

     

    4.6 Post-Closing
      Covenants. The Sellers covenant as follows:

     

    
      	 	
              (i)

            	
              From
                the date hereof until the earlier of the third anniversary of the
                date of
                this Agreement or the termination of the Seller’s respective employment
                with any of the Group Companies or any of their Affiliates, the relevant
                Seller shall use best efforts to assist the Group Companies
                to:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (a) promptly
      procure and maintain all required Licenses to operate the business of the Group
      Companies (including Maihesi’s registration of its branch office and update of
      its business license to reflect its branch offices) and shall not take or fail
      to take any action that results in, or would be reasonably likely to result
      in,
      the revocation or non-renewal of the Licenses of Maihesi, or that would
      otherwise cause or result in the commencement of Actions or Proceedings by
      any
      governmental authorities that would be reasonably likely to result in a Business
      Material Adverse Effect on the Group Companies; and 

     

    (b) unless
      otherwise expressly agreed by the Purchaser in writing, promptly file with
      the
      applicable PRC tax authority all required submissions, applications and other
      documents.

     

    
      	 	
              (ii)

            	
              The
                Sellers agree that the Share Consideration shall be subject to a
                12-month
                Lock-in, starting from the issuance date of such Share Consideration,
                and
                that after the expiration of such Lock-in period, upon consultation
                with
                the broker of the Purchaser or Legend, the Sellers may sell such
                Share
                Consideration in a manner which maintains an orderly market in Legend's
                shares. 

            


    

     

    Article
      5


     

    Covenants
      of the Purchaser 

     

    The
      Purchaser covenants
      and agrees with the Sellers that, at all times from and after the date hereof
      until the Closing, the Purchaser will comply with all covenants and provisions
      of this Article 5, except to the extent the Sellers may otherwise consent
      in writing.

     

    5.1 Fulfillment
      of Conditions. The Purchaser will execute and deliver at the Closing each
      Maihesi Contract that the Purchaser is hereby required to execute and deliver
      as
      a condition to the Closing, will take all commercially reasonable steps
      necessary or desirable and proceed diligently and in good faith to satisfy
      each
      other condition to the obligations of the Sellers contained in this Agreement
      and will not take or fail to take any action that could reasonably be expected
      to result in the non-fulfillment of any such condition.

     

    5.2 Notice
      and Cure. The Purchaser will notify the Sellers promptly in writing of, and
      contemporaneously will provide the Sellers with true and complete copies of
      any
      and all information or documents relating to, and will use all commercially
      reasonable efforts to cure before the Closing, any event, transaction or
      circumstance occurring after the date of this Agreement that causes or will
      cause any covenant or agreement of the Purchaser under this Agreement to be
      breached or that renders or will render untrue any representation or warranty
      of
      the Purchaser contained in this Agreement as if the same were made on or as
      at
      the date of such event, transaction or circumstance. The Purchaser also will
      notify the Sellers promptly in writing of, and will use all commercially
      reasonable efforts to cure, before the Closing, any violation or breach of
      any
      representation, warranty, covenant or agreement made by the Purchaser in this
      Agreement, whether occurring or arising before, on or after the date of this
      Agreement. No notice given pursuant to this Section 5.2
      shall
      have any effect on the representations, warranties, covenants or agreements
      contained in this Agreement for purposes of determining satisfaction of any
      condition contained herein or shall in any way limit the Sellers’ right to seek
      indemnity under Article 10.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.3 Shareholders
      Approval. In the event that the approval of shareholders of the Purchaser is
      required in order for the transactions contemplated under this Agreement and
      the
      Maihesi Contracts to be consummated, the Purchaser shall use its best efforts
      to
      obtain such approval within thirty (30) days after the date of this
      Agreement. 

     

    Article
      6


     

    Conditions
      to Obligations of the Purchaser

     

    The
      obligations of the
      Purchaser hereunder are subject to the fulfillment, at or before the Closing,
      of
      each of the following conditions (all or any of which may be waived in whole
      or
      in part by the Purchaser in its sole discretion):

     

    6.1 Regulatory
      Consents and Approvals. As at the Closing Date, all consents, approvals and
      actions of, filings with and notices to any Governmental Authority necessary
      to
      permit the Seller to perform its obligations under this Agreement and the
      Maihesi Contracts and to consummate the transactions contemplated hereby and
      thereby (a) shall have been duly obtained, made or given, (b) shall be
      in form and substance reasonably satisfactory to the Purchaser (c) shall
      not be subject to the satisfaction of any condition that has not been satisfied
      or waived and (d) shall be in full force and effect, and all terminations
      or expirations of waiting periods imposed by any Governmental Authority
      necessary for the consummation of the transactions contemplated by this
      Agreement and the Maihesi Contracts shall have occurred.

     

    6.2 Orders
      and Laws. There shall not be in effect on the Closing Date any Order or Law
      restraining, enjoining or otherwise prohibiting or making illegal the
      consummation of any of the transactions contemplated by this Agreement or any
      of
      the Maihesi Contracts or which could reasonably be expected to have a Business
      Material Adverse Effect on the Group Companies, and there shall not be pending
      or threatened on the Closing Date any Actions or Proceedings or any other
      action, statement or objection in, before or by any Governmental Authority
      which
      could reasonably be expected to result in the issuance of any such Order or
      the
      enactment, promulgation or deemed applicability to the Purchaser, the Group
      Companies or the transactions contemplated by this Agreement or any of the
      Maihesi Contracts of any such Order or Law. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.3 Third
      Party Consents. The consents (or in lieu thereof waivers) and all other
      consents (or in lieu thereof waivers) to the performance by the Sellers of
      their
      obligations under this Agreement and the Maihesi Contracts or to the
      consummation of the transactions contemplated hereby and thereby as are required
      under any Contract to which any of the Sellers is a party or by which any of
      their respective Assets and Properties are bound and where the failure to obtain
      any such consent (or in lieu thereof waiver) could reasonably be expected,
      individually or in the aggregate with other such failures, to adversely affect
      the Purchaser or have a Business Material Adverse Effect on the Group Companies,
      (a) shall have been obtained, (b) shall be in form and substance
      reasonably satisfactory to the Purchaser, (c) shall not be subject to the
      satisfaction of any condition that has not been satisfied or waived and
      (d) shall be in full force and effect. 

     

    6.4 Performance
      of Obligations; Representations and Warranties. Each Seller shall have
      performed and complied with all covenants, obligations and agreements contained
      in this Agreement that are required to be performed or complied with by it
      prior
      to or at the Closing and each of the representations and warranties made by
      such
      Seller in this Agreement and in each Maihesi Contract to which it is a Party,
      shall be true and correct in all respects on the date hereof and on and at
      the
      Closing Date as though such representation or warranty was made on and at the
      Closing Date, and any representation or warranty made as at a specified date
      earlier than the Closing Date shall have been true and correct in all respects
      on such earlier date. 

     

    6.5 Closing
      Deliveries. The Sellers shall have delivered to the Purchaser all of the
      documents and agreements set forth in Section 1.06.

     

    6.6 Certificates.
      The Purchaser shall have received certificates from each of the Sellers dated
      the Closing Date in form and substance reasonably satisfactory to the Purchaser,
      certifying that the conditions set forth herein have been satisfied. 

     

    6.7 Proceedings.
      All board and/or shareholder approvals to be obtained on the part of the Sellers
      in connection with the transactions contemplated by this Agreement shall be
      reasonably satisfactory in form and substance to the Purchaser, and the
      Purchaser shall have received copies of all such documents and other evidences
      as the Purchaser may reasonably request in order to establish the consummation
      of such transactions and the taking of all proceedings in connection
      therewith. 

     

    6.8 Directors
      and Management. The Group Companies shall have updated and filed their
      respective register of directors to accurately reflect their current directors
      and general managers (to the extent applicable), including the following
      directors of the Group Companies, who shall be appointed effective at the
      Closing:

     

    (a) The
      Company : Jeffrey Dash, William Lee and Ju Baochun;

     

    (b) The
      HK
      Company: Jeffrey Dash, William Lee and Ju Baochun; and

     

    (c) The
      PRC Subsidiary: Jeffrey Dash, William Lee and Ju Baochun.

     

    6.9 No
      Business Material Adverse Effect. There shall have been no Business Material
      Adverse Effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.10 HK
      Company. Ownership of all the equity interests of the HK Company shall have
      been transferred to the Company.

     

    6.11 Financing.
      The Purchaser has timely secured the financing for the Closing. 

     

    Article
      7


     

    Conditions
      to Obligations of the Sellers

     

    The
      obligations of the
      Sellers hereunder are subject to the fulfillment, at or before the Closing,
      of
      each of the following conditions (all or any of which may be waived in whole
      or
      in part by the Sellers in their sole discretion):

     

    7.1 Orders
      and Laws. There shall not be in effect on the Closing Date any Order or Law
      restraining, enjoining or otherwise prohibiting or making illegal the
      consummation of any of the transactions contemplated by this Agreement or any
      of
      the Maihesi Contracts or which could reasonably be expected to have a Business
      Material Adverse Effect on the Purchaser, or there shall not be pending or
      threatened on the Closing Date any Action or Proceeding or any other action
      in,
      before or by any Governmental Authority which would result in the issuance
      of
      any such Order or the enactment, promulgation or deemed applicability to the
      Sellers or the transactions contemplated by this Agreement or any of the Maihesi
      Contracts of any such Order or Law. 

     

    7.2 Regulatory
      Consents and Approvals. All consents, approvals and actions of, filings with
      and notices to any Governmental Authority necessary to permit the Purchaser
      to
      perform its obligations under this Agreement and the Maihesi Contracts and
      to
      consummate the transactions contemplated hereby and thereby (a) shall have
      been duly obtained, made or given, (b) shall not be subject to the
      satisfaction of any condition that has not been satisfied or waived and
      (c) shall be in full force and effect, and all terminations or expirations
      of waiting periods imposed by any Governmental Authority necessary for the
      consummation of the transactions contemplated by this Agreement and the Maihesi
      Contracts shall have occurred.

     

    7.3 Representations
      and Warranties. The Purchaser shall have performed and complied with all
      covenants, obligations and agreements contained in this Agreement that are
      required to be performed or complied with by it prior to or at the Closing
      and
      each of the representations and warranties made by the Purchaser in this
      Agreement shall be true and correct in all respects on and as at (i) the date
      hereof, and (ii) the Closing Date as though such representation or warranty
      was
      made on and as at the Closing Date, and any representation or warranty made
      as
      at a specified date earlier than the Closing Date shall have been true and
      correct in all respects on and as at such earlier date.

     

    7.4 Proceedings.
      All board and/or shareholder approvals to be obtained by the Purchaser in
      connection with the transactions contemplated by this Agreement and all
      documents incidental thereto shall be reasonably satisfactory in form and
      substance to the Sellers, and the Sellers shall have received copies of all
      such
      documents and other evidences as the Sellers may reasonably request in order
      to
      establish the consummation of such transactions and the taking of all
      proceedings in connection therewith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      8


     

    Tax
      Matters and Post-Closing Taxes

     

    The
      Parties
      shall pay their respective sales, use, value added, transfer, real property
      transfer, recording, stamp stock transfer and other similar Taxes and fees
      arising out of the transactions effected pursuant to this Agreement and the
      Maihesi Contracts. 

     

    Article
      9

     

    Survival
      of Representations, Warranties and Covenants

     

    Notwithstanding
      any right of the Purchaser (whether or not exercised) to investigate the affairs
      of the Group Companies or any right of any Party (whether or not exercised)
      to
      investigate the accuracy of the representations and warranties of the other
      Party contained in this Agreement, and notwithstanding anything known by any
      such Party or the fact of the Closing, the Purchaser has the right to rely
      fully
      upon the representations, warranties, covenants and agreements of the Sellers
      contained in this Agreement (subject to the exceptions and disclosures contained
      in the Disclosure Schedule). The
      Representations, warranties, covenants and agreements contained herein shall
      survive the Closing.

     

    Article
      10


     

    Indemnification

     

    10.1 Indemnification
      by
      the
      Sellers .

     

    The
      Sellers shall jointly and severally indemnify the Purchaser and its officers,
      directors, employees, agents and Affiliates in respect of, and hold each of
      them
      harmless from and against, any and all Loss suffered, incurred or sustained
      by
      any of them or to which any of them becomes subject to, resulting from or
      arising out of any of the following:

     

    
      	 	
              (i)

            	
              any
                misrepresentation, breach of warranty or non-fulfillment of or failure
                to
                perform any covenant or agreement on the part of any of the Sellers
                contained in this Agreement or in any Maihesi Contract (subject always
                to
                the exceptions and disclosures contained in the Disclosure Schedule);
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                fraud or negligence by a Seller with respect to the subject matter
                of any
                of the representations, warranties, covenants or agreements contained
                or
                contemplated by this Agreement or in any Maihesi
                Contract.

            


    

     

    10.2 Indemnification
      by the Purchaser.

     

    The
      Purchaser shall indemnify the Sellers in respect of, and hold each of them
      harmless from and against, any and all Loss suffered, incurred or sustained
      by
      any of them or to which any of them becomes subject to, resulting from or
      arising out of any of the following:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (i)

            	
              any
                misrepresentation, breach of warranty or non-fulfillment of or failure
                to
                perform any covenant or agreement on the part of the Purchaser contained
                in this Agreement or in any Maihesi Contract;
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                fraud or negligence by the Purchaser, or any of its employees, officers,
                directors or shareholders with respect to the subject matter of any
                of the
                representations, warranties, covenants or agreements contained or
                contemplated by this Agreement or in any Maihesi
                Contract.

            


    

     

    Article
      11

     

    Termination

     

    11.1 Termination.
      

     

    This
      Agreement may be terminated, and the transactions contemplated hereby may be
      abandoned at any time prior to Closing:

     

    
      	 	
              (i)

            	
              in
                the event of a material breach hereof by the non-terminating party
                if such
                non-terminating party fails to cure such breach within fifteen (15)
                Business Days following notification thereof by the terminating
                party;

            


    

     

    
      	 	
              (ii)

            	
              if
                any Order enjoining the Purchaser or any Seller from consummating
                the
                transactions contemplated by this Agreement shall have become final
                and
                non-appealable; or

            


    

     

    
      	 	
              (iii)

            	
              at
                any time after 90 days after the date hereof upon notification to
                the
                non-terminating party by the terminating party if the Closing has
                not
                occurred on or before such date;
                provided, however, that the right to terminate this
                Agreement under this Section 11.1
                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.

            


    

     

    11.2 Effect
      of Termination.
      If this
      Agreement is validly terminated pursuant to Section 11.1,
      this
      Agreement will forthwith become null and void, and there will be no liability
      or
      obligation on the part of the Sellers, or the Purchaser (or, with regards to
      the
      Purchaser, any of its officers, directors, employees, agents or other
      representatives or Affiliates), except as provided in the next succeeding
      sentence and except that the provisions with respect to expenses in
      Section 13.4
      and
      confidentiality in Section 13.5
      will
      continue to apply following any such termination. Notwithstanding any other
      provision in this Agreement to the contrary, upon termination of this Agreement
      pursuant to Section 11.1(ii)
      or
(iii),
      any
      Party will remain liable to the non-breaching Party for any breach of this
      Agreement by the breaching Party existing
      at the time of such termination, and the non-breaching Party may seek such
      remedies, including damages and reasonable fees of attorneys, against the
      breaching Party with respect to any such breach as are provided in this
      Agreement or as are otherwise available at law or in equity. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Article
      12

     

    Definitions

     

    12.1 Definitions.

     

    
      	 	
              (i)

            	
              As
                used in this Agreement, the following defined terms shall have the
                meanings indicated below:

            


    

     

    “Actions
      or Proceedings”
means
      (i) any action, suit, proceeding, arbitration or (ii) any Governmental Authority
      inquiry, investigation or audit.

     

    “Additional
      Consideration”
has
      the
      meaning ascribed to it in Section 1.3 of this Agreement.

     

    “Affiliate”
means
      any Person that directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with the Person
      specified. For the purposes of this definition, control of a Person means the
      power, direct or indirect, to direct or cause the direction of the management
      and policies of such Person whether by Contract or otherwise and, in any event
      and without limitation of the previous sentence, any Person owning twenty
      percent (20%) or more of the voting securities of a second Person shall be
      deemed to control that second Person. For the purposes of this definition,
      a
      Person shall be deemed to control any of his or her immediate family members.
      

     

    “Agreement”
has
      the
      meaning ascribed to it in the introductory paragraph. 

     

    “Assets
      and Properties”
of
      any
      Person means all assets and properties of every kind, nature, character and
      description (whether real, personal or mixed, whether tangible or intangible,
      whether absolute, accrued, contingent, fixed or otherwise and wherever
      situated), including the goodwill related thereto, operated, owned or leased
      by
      such Person, including cash, cash equivalents, Investment Assets, accounts
      and
      notes receivable, chattel paper, documents, instruments, general intangibles,
      real estate, equipment, inventory, goods and intellectual property.


     

    “Business
      Day”
means
      a
      day other than Saturday, Sunday or any day on which banks located in the PRC
      and
      the U.S. are authorized or obligated to close.

     

    “Business
      Material Adverse Effect”
means
      any material adverse effect on (i) the business, assets, condition
      (financial or otherwise), or results of operations of the Group Companies taken
      as a whole, or (ii) the ability of the Sellers to perform their obligations
      under this Agreement or any Maihesi Contract in a timely manner or to consummate
      the transactions contemplated by this Agreement or the Maihesi Contracts without
      material delay. In determining whether there has been a Business Material
      Adverse Effect, any event, circumstance, change or effect shall be considered
      both individually and together with all other events, circumstances, changes
      or
      effects and any event, circumstance, change or effect that reasonably could
      be
      expected to result in a Business Material Adverse Effect (individually or
      together with one or more other events, circumstances, changes or effects)
      shall
      be considered a Business Material Adverse Effect.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “BVI”
means
      British Virgin Islands.

     

    “Cash
      Consideration”
has
      the
      meaning ascribed to it in Section 1.2 of this Agreement.

     

    “Closing”
means
      the closing of the transactions contemplated by Section 1.4 of this
      Agreement.

     

    “Closing
      Date” has
      the
      meaning ascribed to it in Section 1.4 of this Agreement.

     

    “Contract”
means
      any agreement, lease, and evidence of Indebtedness, mortgage, indenture,
      security agreement or other contract (whether written or oral).

     

    “Disclosure
      Schedule”
means
      the Disclosure Schedule, including any document annexed to the Disclosure
      Schedule, attached hereto as the Exhibit
      A,
      dated
      as at the date hereof and as updated immediately prior to the Closing Date,
      delivered to the Purchaser by the Sellers in connection with this Agreement.
      

     

    “Governmental
      Authority”
means
      any court, tribunal, arbitrator, authority, agency, commission, official or
      other instrumentality of the PRC, any foreign country or any domestic or foreign
      state, county, city or other political subdivision including but not limited
      to
      the Ministry of Commerce and their respective local and provincial branches
      or
      departments.

     

    “Guoguang
      Contract” means the exclusive advertising agent contract entered between
      Beijing Guoguang Guangrong Advertising Co., Ltd. () and Beijing Hongtenglianguang Advertising
      Co., Ltd.
      () dated May 5,
      2008.  

     

    “HKIAC”
means
      Hong Kong International Arbitration Centre.

     

    “Hong
      Kong”
or
      “HK”
means
      the Hong Kong Special Administrative Region of the PRC. 

     

    “HK
      Company”
has
      the
      meaning ascribed to it in the Recitals to this Agreement.

     

    “Indebtedness”
of
      any
      Person means all obligations of such Person (i) for borrowed money,
      (ii) evidenced by notes, bonds, debentures or similar instruments,
      (iii) for the deferred purchase price of goods or services (other than
      trade payables, installment payments or accruals incurred in the ordinary course
      of business), (iv) under capital leases, or (v) in the nature of
      guarantees of the obligations described in clauses (i) through
      (iv) above of any other Person.

     

    “Investment
      Assets”
means
      all debentures, notes and other evidences of Indebtedness, stocks, securities
      (including rights to purchase and securities convertible into or exchangeable
      for other securities), interests in joint ventures and general and limited
      partnerships, mortgage loans and other investment or portfolio
      assets.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Issue
      Price”
has
      the
      meaning ascribed to it in Section 1.2 of this Agreement.

     

    “Laws”
means
      all laws, statutes, rules, regulations, ordinances and other pronouncements
      having the effect of law in the PRC, the United States, the British Virgin
      Islands or any other country, or any domestic or foreign state, county, city
      or
      other political subdivision or of any Governmental Authority.

     

    “Legend”
has
      the
      meaning ascribed to it in the forepart of this Agreement.

     

    “Liabilities”
means
      all Indebtedness, obligations and other liabilities of a Person (whether
      absolute, accrued, contingent, fixed or otherwise, or whether due or to become
      due).

     

    “Licenses”
means
      all licenses, permits, certificates of authority, authorizations, approvals,
      registrations, franchises and similar consents granted or issued by any
      Governmental Authority.

     

    “Liens”
means
      any mortgage, pledge, assessment, security interest, lease, lien, adverse claim,
      levy, charge or other encumbrance of any kind, or any conditional sale Contract,
      title retention Contract or other Contract to give any of the
      foregoing.

     

    “Lock-in”
means
      the prohibition of any sale or transfer of the Share Consideration.

     

    “Loss”
means
      any and all direct or indirect damages, fines, fees, penalties, losses and
      expenses (including interest, court costs, and reasonable fees of attorneys,
      accountants and other experts or other expenses of litigation or other
      proceedings or of any claim, default or assessment), whether foreseeable or
      not.


     

    “Maihesi”
has
      the
      meaning ascribed to it in the Recitals to this Agreement.

     

    “Maihesi
      Contract”
means
      the Exclusive Technical, Operational, Business Consulting and Services
      Agreement, Operating Agreement, Authorization Agreement and any other agreements
      contemplated herein or therein, attached hereto as Exhibit
      B. 

     

    “Option”
with
      respect to any Person means any security, right, subscription, warrant, option,
      “phantom” stock right or other Contract that gives the right to
      (i) purchase or otherwise receive or be issued any shares of capital stock
      of such Person or any security of any kind convertible into or exchangeable
      or
      exercisable for any shares of capital stock of such Person or (ii) receive
      any benefits or rights similar to any rights enjoyed by or accruing to the
      holder of shares of capital stock of such Person, including any rights to
      participate in the equity, income or election of directors or officers of such
      Person.

     

    “Order”
means
      (i) any writ, judgment, decree, injunction or (ii) any other decision, ruling,
      order or statement of any Governmental Authority (in each such case whether
      preliminary or final).

     

    “Person”
means
      any natural person, corporation, general partnership, limited partnership,
      proprietorship, other business organization, trust, union, association or
      Governmental Authority.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “PRC”
means
      the People’s Republic of China, and for the purpose of this Agreement, not
      including Hong Kong, Macau and Taiwan.

     

    “PRC
      Subsidiary”
has
      the meaning ascribed to it in the Recitals to this Agreement.

     

    “Purchased
      Shares”
has
      the
      meaning ascribed to it in the Recitals to this Agreement.

     

    “Purchaser”
has
      the
      meaning ascribed to it in the forepart of this Agreement.

     

    “Net
      Revenue”
has
      the
      meaning ascribed to Section 1.3 of this Agreement.

     

    “Net
      Income”
has
      the
      meaning ascribed to Section 1.3 of this Agreement.

     

    “Sellers”
has
      the
      meanings ascribed to them in the forepart of this Agreement.

     

    “Securities
      Act”
has
      the
      meaning ascribed to Section 2.28 of this Agreement.

     

    “Share
      Consideration”
as
      the
      meaning ascribed to Section 1.2 of this Agreement.

     

    “Shares”
means
      all the issued and outstanding common shares of the Company.

     

    “Tax
      Return”
means
      any declaration, statement, report, return, information return or claim for
      refund relating to Taxes (including information required to be supplied to
      a
      governmental entity in respect of such report or return) including, if
      applicable, combined or consolidated returns for any group of entities that
      includes any of the Group Companies.

     

    “Transactions”
means
      (1) the execution and delivery of this Agreement and the Maihesi Contracts,
      and
      (2) all of the transactions contemplated hereunder and thereunder, including
      the
      sale of the Purchased Shares by the Sellers to the Purchaser, and the
      performance by the Purchaser and the Sellers of their respective obligations
      hereunder. 

     

    “USD”,
      “US$”
means
      U.S. dollars, the lawful currency of the United States of America.

     

    “US
      GAAP”
means
      the generally accepted accounting principles in the United States.

     

    
      	 	
              (ii)

            	
              Unless
                the context of this Agreement otherwise requires, (1) words of any
                gender include each other gender; (2) words using the singular or
                plural number also include the plural or singular number, respectively;
                (3) the terms “hereof,” “herein,” “hereby” and derivative or similar
                words refer to this entire Agreement; (4) the terms “Article”,
                “Section” or “clause” refer to the specified Article, Section or clause of
                this Agreement; and (5) the phrases “ordinary course of business” and
                “ordinary course of business consistent with past practice” refer to the
                business and practice of the Company, and Maihesi. All accounting
                terms
                used herein and not expressly defined herein shall have the meanings
                given
                to them under IFRS.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (iii)

            	
              As
                used in this Agreement, the words “include” and “including”, and
                variations thereof, shall not be deemed to be terms of limitation,
                but
                rather shall be deemed to be followed by the words “without limitation”.
                

            


    

     

    
      	 	
              (iv)

            	
              As
                used in this Agreement, a matter is "to the knowledge of" the Sellers
                or
                the Group Companies (as the case may be) if the Sellers or Group
                Companies
                (as the case may be) know or should have known such matter.
                

            


    

     

    Article
      13


     

    Miscellaneous

     

    13.1 Public
      Announcements. Subject
      to applicable Law, and the rules and regulations of any stock exchange on which
      the securities of Legend or its Affiliates are traded, none of the Sellers
      shall, nor shall any Seller permit any of its Affiliates to, issue any press
      release, publicity statement, communication with stockholders, public notice
      or
      other public disclosure relating to this Agreement or the transactions
      contemplated hereby without prior notice to, consultation with, and the consent
      of the Purchaser.

     

    13.2 Communication.
      None of the Sellers will undertake any communication with any Governmental
      Authority prior to the Closing without the prior consent of the
      Purchaser.

     

    13.3 Notices.
      All notices, demands or other communications given hereunder (a) shall be
      deemed to have been duly given and received (i) upon personal delivery,
      (ii) if by facsimile, when confirmation of its error-free transmission has
      been recorded by the sender's fax machine, or (iii) the second succeeding
      Business Day after deposit with UPS or other equivalent air courier delivery
      service, unless the notice is held or retained by the customs service, in which
      case the date shall be the fifth succeeding Business Day after such deposit
      and
      (b) must be in writing and delivered personally, by a recognized courier
      service, by a recognized overnight delivery service, by facsimile or by
      registered or certified mail, postage prepaid, at the following addresses (or
      to
      the attention of such other Person or such other address as any party may
      provide to the other parties by notice in accordance with this
      Section 13.3):

     

    If
      to the
      Purchaser, to:

    Address:
      Room 601-602, Tower C, Baoding Center, NO.7, DongDaMoChang

    Street,
      Chongwen District, Beijing

    Facsimile
      No: 010-67082707

    Attn:
      Shao Changjian

    


    If
      to the
      Sellers, to 

    Address:
      Room 8-3-101, Guanyuan Plaza, No. 1 Cuihua Street, Xicheng District,
      Beijing.

    Facsimile
      No: 010-66126396

    Attn:
      Ju
      Baochun


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    13.4 Expenses.
      Except as otherwise expressly provided in this Agreement, whether or not the
      transactions contemplated hereby are consummated, each party will pay its own
      costs and expenses. 

     

    13.5 Confidentiality.
      The Parties recognize that, in connection with the performance of this Agreement
      and the Maihesi Contracts, each Party (in such capacity, the “Disclosing
      Party”) may disclose Confidential Information to the other party (the
“Receiving Party”). The Receiving Party agrees (x) not to use any
      such Confidential Information for any purpose other than in the performance
      of
      its obligations under this Agreement or any Maihesi Contract and (y) not to
      disclose any such Confidential Information, except (1) to its employees who
      are reasonably required to have the Confidential Information in connection
      herewith or with any of the Maihesi Contracts, (2) to its agent,
      representatives, lawyers and other advisers that have a need to know such
      Confidential Information and (3) pursuant to, and to the extent of, a
      request or order by a Governmental Authority.
      “Confidential Information” shall mean (i) the terms of this Agreement and
      the other Maihesi Contracts and proprietary information (whether owned by the
      Disclosing Party or a third party to whom the Disclosing Party owes a
      non-disclosure obligation) regarding the Disclosing Party’s business and
      (ii) information which is marked as confidential at the time of disclosure
      to the Receiving Party, or if in oral form, is identified as confidential at
      the
      time of oral disclosure and reduced in writing or other tangible (including
      electronic) form including a prominent confidentiality notice and delivered
      to
      the Receiving Party within thirty (30) days of disclosure. “Confidential
      Information” shall not
      include
      information which: (A) was known to the Receiving Party at the time of the
      disclosure by the Disclosing Party; (B) has become publicly known through
      no wrongful act of the Receiving Party; (C) has rightfully been received by
      the Receiving Party from a third party; or (D) has been independently
      developed by the Receiving Party. 

     

    13.6 Waiver.
      Any term or condition of this Agreement may be waived at any time by the party
      that is entitled to the benefit thereof, but no such waiver shall be effective
      unless set forth in a written instrument duly executed by or on behalf of the
      party waiving such term or condition. No waiver by any party of any term or
      condition of this Agreement, in any one or more instances, shall be deemed
      to be
      or construed as a waiver of the same or any other term or condition of this
      Agreement on any future occasion. All remedies, either under this Agreement
      or
      by Law or otherwise afforded, will be cumulative and not
      alternative.

     

    13.7 No
      Third Party Beneficiary. The terms and provisions of this Agreement are
      intended solely for the benefit of each party hereto and their respective
      successors or permitted assigns, and it is not the intention of the Parties
      to
      confer third-party beneficiary rights upon any Person.

     

    13.8 No
      Assignment; Binding Effect. Neither this Agreement nor any right, interest
      or obligation hereunder may be assigned by any party hereto without the prior
      written consent of the other party hereto and any attempt to do so will be
      void,
      except (i) for assignments and transfers by operation of Law and
      (ii) that the Purchaser may assign any or all of its rights, interests and
      obligations hereunder (including its rights under Article 10) to a
      subsidiary, provided that any such subsidiary agrees in writing to be bound
      by
      all of the terms, conditions and provisions contained herein. Subject to the
      preceding sentence, this Agreement is binding upon, inures to the benefit of
      and
      is enforceable by the parties hereto and their respective successors and
      assigns.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    13.9 Governing
      Law. This Agreement, the rights and obligations of the parties hereto, and
      any claims or disputes relating thereto, shall be governed by and construed
      in
      accordance with the Laws of the State of New York, without giving effect to
      the
      choice of law rules thereof. 

     

    13.10 Arbitration. Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the interpretation, breach, termination or validity hereof shall be resolved
      through consultation. Such consultation shall begin immediately after one Party
      hereto has delivered to the other Parties hereto a written request for such
      consultation. If within thirty (30) days following the date on which such notice
      is given the dispute cannot be resolved, the dispute shall be submitted to
      arbitration upon the request of either Party with notice to the
      other.

     

    All
      disputes arising out of or in connection with this Agreement shall be submitted
      to the Hong Kong International Arbitration Centre (the “HKIAC”) for
      arbitration in Hong Kong, which shall be conducted in accordance with HKIAC’s
      arbitration rules in effect at the time of applying for arbitration. The
      arbitral tribunal shall comprise three arbitrators, two appointed by the
      Purchaser and the Sellers respectively and the third appointed jointly by the
      two arbitrators. The language of the arbitration shall be in
      English.

     

    13.11 Waiver
      of Immunity. To the extent that the Purchaser or the Sellers (including
      assignees of any such rights or obligations hereunder) may be entitled, in
      any
      jurisdiction, to claim for itself or its revenues, assets or properties,
      immunity from service of process, suit, the jurisdiction of any court, an
      interlocutory order or injunction or the enforcement of the same against its
      property in such court, attachment prior to judgment, attachment in aid of
      execution of an arbitral award or judgment (interlocutory or final) or any
      other
      legal process, and to the extent that, in any such jurisdiction there may be
      attributed such immunity (whether claimed or not), the Purchaser and the Sellers
      hereby irrevocably waive such immunity. Any and all process may be served in
      any
      action, suit or proceeding arising in connection with this Agreement by
      complying with the provisions of Section 13.10. 

     

    13.12 Entire
      Agreement. This Agreement and the Maihesi Contracts constitute the sole and
      entire agreement among the parties hereto with respect to the subject matter
      hereof and supersedes and renders of no force and effect all prior oral or
      written agreements, commitments and undertakings among the parties with respect
      to the subject matter hereof. 

     

    13.13 Amendment.
      This Agreement may be amended, supplemented or modified only by a written
      instrument duly executed by or on behalf of each of the parties to
      it.

     

    13.14 Severability.
      If any provision of this Agreement is held to be illegal, invalid or
      unenforceable under any present or future Law, and if the rights or obligations
      of any party hereto under this Agreement will not be materially and adversely
      affected thereby, (a) such provision will be fully severable, (b) this
      Agreement will be construed and enforced as if such illegal, invalid or
      unenforceable provision had never comprised a part hereof, (c) the
      remaining provisions of this Agreement will remain in full force and effect
      and
      will not be affected by the illegal, invalid or unenforceable provision or
      by
      its severance herefrom and (d) in lieu of such illegal, invalid or
      unenforceable provision, there will be added as a part of this Agreement a
      mutually acceptable legal, valid and enforceable provision as similar in terms
      to such illegal, invalid or unenforceable provision as may be
      possible.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    13.15 Headings.
      The headings used in this Agreement have been inserted for convenience of
      reference only and do not define or limit the provisions hereof.

     

    13.16 Execution
      of Counterparts. This Agreement may be executed in any number of
      counterparts, each of which will be deemed an original, but all of which
      together will constitute one and the same instrument.

     

    13.17 Language.
      This Agreement is prepared in both English and Chinese versions, with each
      version having equal validity and legal effect. In the event of discrepancy
      between the English and Chinese versions, the English version shall
      govern.

     

    13.18 Taking
      Effect.
      This
      Agreement shall take effect on the date and year first above
      written.

     

    [SIGNATURE
      PAGES FOLLOW]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused their respective duly authorized
      representatives to execute this Agreement as of the date and year first above
      written. 

    


    Legend
      Media Inc.


    


    
      	
              Signature:

            	
              /s/
                Jeffrey Dash

            


    

    By:
      Jeffrey Dash

    Title:
      Chief Executive Officer 

    


    


    Well
      Chance Investments Limited

    


    


    
      	
              Signature:

            	
              /s/
                Jeffrey Dash

            


    

    By:
      Jeffrey Dash

    Title:
      President

    


    


    The
      Sellers

    


    
      	
              Signature:

            	
              /s/
                Ju Baochun

            


    

    Ju
      Baochun ()

    


    
      	
              Signature:

            	
              /s/
                Xue Wei

            


    

    Xue
      Wei (
 )


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    DISCLOSURE
      SCHEDULE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    MAIHESI
      CONTRACTS 

     

    Exclusive
      Technical, Operational, Business Consulting and Services Agreement

     

    Operating
      Agreement

     

    Authorization
      Agreements