SHARE
      EXCHANGE


    


    THIS
      PLAN AND AGREEMENT OF MERGER
      (hereinafter called the “Agreement”), dated as of October 25, 2007, is between
      Sound Worldwide, Ltd., a BVI corporation (“SOUND”), and Freedom 3, Inc., a
      Delaware corporation (“FREEDOM”).

    


    WHEREAS,
      on the
      date hereof FREEDOM is a corporation duly organized and existing under the
      laws
      of the State of Delaware, having authorized capital stock of 110,000,000 shares,
      100,000,000 of which are classified and designated as common stock, $0.0001
      par
      value, (“SUB Common Stock”) and 10,000,000 of which are classified and
      designated as preferred stock, $0.0001 par value (the “SUB Preferred
      Stock”);

    


    WHEREAS,
      SOUND
      is a corporation duly organized and existing under the laws of the BVI,
      currently having authorized capital stock of 50,000 shares of authorized common
      stock, par value $1.00 USD (the “PARENT Common Stock”), and 0 authorized
      preferred stock (the “SOUND Preferred Stock”);

    


    WHEREAS,
      there
      is 1 share of FREEDOM (“FREEDOM ISSUED Common Stock”) issued and outstanding and
      wherein SOUND owns 100% of the FREEDOM ISSUED Common Stock, and such shares
      constitute all of the issued and outstanding capital stock of
      FREEDOM;

    


    WHEREAS,
      the
      directors of FREEDOM and SOUND have determined it advisable and in the best
      interest of each company that the SOUND shares be exchanged with the shares
      of
      FREEDOM and upon the terms and subject to the conditions of this Agreement;
      and

    


    WHEREAS,
      the
      directors of FREEDOM and SOUND have unanimously approved this Agreement by
      written consent to action in lieu of a meeting and a majority of the
      shareholders of FREEDOM and SOUND have approved this Agreement by written
      consent to action in lieu of a meeting in accordance with the statutes of the
      state of Delaware and the BVI; and

    


    NOW
      THEREFORE,
      in
      consideration of the mutual agreements and covenants set forth herein, FREEDOM
      and SOUND hereby agree as follows:

     

    1. Share
      Exchange.
      Upon
      the terms and subject to the conditions set forth in this Agreement, SOUND
      shall
      exchange shares with shares in FREEDOM (the “Share Exchange”). The name of
      FREEDOM shall be changed to Sound Worldwide Holdings, Inc. The Share Exchange
      shall become effective upon the date of execution of this Agreement (the
“Effective Time” or the “Effective Date”).

    


    2. Succession;
      Officers and Directors.
      The
      directors of SOUND immediately prior to the Effective Time shall be the
      directors of FREEDOM, each to hold office in accordance with the Certificate
      of
      Incorporation and Bylaws of FREEDOM, and the officers of SOUND immediately
      prior
      to the Effective Time shall be the officers of FREEDOM, in each case until
      their
      resignation or their respective successors are duly elected or appointed and
      qualified. The employees and agents of SOUND shall become the employees and
      agents of FREEDOM entitled to the same rights and benefits which they enjoyed
      as
      employees and agents of SOUND.

    


    3. Further
      Assurances.
      From
      time to time, as and when required by FREEDOM, or by its successors and assigns,
      there shall be executed and delivered on behalf of FREEDOM such deeds and other
      instruments, and there shall be taken or caused to be taken by it all such
      further and other action, as shall be appropriate or necessary in order to
      vest,
      perfect or confirm, of record or otherwise, in FREEDOM the title to and
      possession of all property, interests, assets, rights, privileges, immunities,
      powers, franchises and authority of SOUND, and otherwise to carry out the
      purposes of this Agreement, and the officers and directors of FREEDOM are fully
      authorized in the name and on behalf of FREEDOM or otherwise, to take any and
      all such action and to execute, deliver, file, and/or record any and all
      instruments, papers, and documents which shall be or become necessary, proper,
      or convenient to carry out or put into effect any of the provisions of this
      Agreement or of the merger herein provided for.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Share
      Exchange.

    


    a. At
      the
      Effective Time, each issued and outstanding share of SOUND Common Stock and
      each
      issued and outstanding share of SOUND Preferred Stock shall be converted into
      350
      fully
      paid and nonassessable shares of FREEDOM Common Stock and 1 fully paid and
      nonassessable share of FREEDOM Preferred Stock, as the case may be, without
      surrender of the certificate formerly representing such share of SOUND Common
      Stock or SOUND Preferred Stock (each a “SOUND Certificate”). From and after the
      Effective Time, all SOUND Common Stock and SOUND Preferred Stock shall no longer
      be outstanding and shall be deemed to be cancelled and retired and shall cease
      to exist, and each holder of any such SOUND Common Stock and SOUND Preferred
      Stock shall cease to have any rights with respect to any SOUND Certificate
      except the right to receive shares of FREEDOM Common Stock and/or FREEDOM
      Preferred Stock (the “Share Exchange Consideration”). 

    


    b. Exhibit
      A
      attached
      hereto sets forth the name of each holder of SOUND Common Stock and SOUND
      Preferred Stock.

    


    c. At
      the
      Effective Time, each share of common stock of FREEDOM (a “Share”) owned by the
      FREEDOM as treasury stock and each Share owned by the SOUND shall be cancelled
      and retired and shall cease to exist, and no consideration shall be delivered
      in
      exchange therefor.

    


    d. Mr.
      Roger
      Fan, Ms. Ivy Lam, and Mr. Hung Man To, shall, from and after the Effective
      Time,
      be the officers and directors, respectively, of FREEDOM until their successors
      shall have been duly elected or appointed or qualified or until their earlier
      death, resignation or removal in accordance with the certificate of
      incorporation and the by-laws of FREEDOM; and

    


    6. Amendment.
      Subject
      to the applicable law, this Agreement may be amended, modified or supplemented
      by written agreement of the parties at any time prior to the Effective
      Date.

    


    7. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original and the same agreement. Telecopied or email (via PDF)
      signatures shall be deemed to have the same effect as an
      original.


    


    IN
      WITNESS WHEREOF,
      the
      undersigned Presidents, with the attestations of a Witness, of the respective
      constituent corporations, duly authorized hereunto, have executed this Agreement
      as of the date first above written.

    
      	 	 	 	 
	 	 	 	 
	Freedom
              3,
              Inc.	 	 	Sound
              Worldwide,
              Ltd.
	 	 	 	 
	 	 	 	 
	By:  /s/
              Roger K. W. Fan	 	 	By:  /s/
              Roger K. W. Fan 
	
              
                

              

              Roger
                K. W. Fan

              President,
                CEO

            	 	 	
              
                

              

              Roger
                K. W. Fan

              President,
                CEO

            




    
      
        
        

      

      
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