Unassociated Document


    


    STOCK
EXCHANGE

    AND
REORGANIZATION AGREEMENT

    


    THIS STOCK EXCHANGE AND REORGANIZATION
AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”),
dated as of October 22, 2009, is entered into by and among Tianwei International
Development Corporation, an Oregon corporation (“TIDC”),
CAOPU Enterprise Limited, a company organized under the laws of the British
Virgin Islands, (“CAOPU”),
London Financial Group Ltd., a company organized under the laws of the British
Virgin Islands (“LFG”),
Phoebus Vision Investment Developing Group Ltd., a company organized under the
laws of the British Virgin Islands (“Phoebus”),
Mobile Presence Technologies, Inc., a Delaware corporation with offices at 51
Belmont Avenue, Northampton, MA 01060  (“MBPI”)
and Timothy Lightman (“TL”).

    


    RECITALS:

    


    WHEREAS, CAOPU, LFG and
Phoebus are the owners of 19,200 (96%), 266 (1.33%) and 534 (2.67%) shares,
respectively, of the issued and outstanding capital stock of TIDC which in the
aggregate constitutes 100% of the issued and outstanding capital stock of
TIDC;

    


    WHEREAS, each of the CAOPU,
LFG and Phoebus desires to sell to MBPI, and MBPI desires to purchase from each
CAOPU, LFG and Phoebus all of the  issued and outstanding shares of
TIDC owned by each of them (the “TIDC
Shares”) in exchange for an aggregate of 1,543,500 shares of MBPI Common
Stock (as defined below) (the “Share
Exchange”);

    


    WHEREAS, TL is the owner of
975,000  shares of MBPI Common Stock (“TL’s  MBPI
Shares”) representing approximately 93% of the total 1,046,500 issued and
outstanding shares of MBPI common stock;

    


    WHEREAS, prior to the Closing,
TL shall deliver to MBPI for cancellation a stock certificate or stock
certificates representing 875,000 of TL’s MBPI Shares (the “Cancellation”);

    


    WHEREAS, MBPI is subject to
the reporting requirements of the Securities and Exchange Commission, pursuant
to Section 15(d) of the Securities and Exchange Act of 1934, as
amended;

    


    WHEREAS, simultaneously with
the Closing, all of the directors and officers of MBPI shall resign and be
replaced by designees of CAOPU;

    


    WHEREAS, prior to or
simultaneously with the Closing, pursuant to a separate Assignment and
Assumption Agreement by and between MBPI and TL, in the substantially the form
annexed as Exhibit
A, MBPI shall sell to TL all of the assets of MBPI and TL shall assume
the liabilities of MBPI;

    


    WHEREAS, immediately following
the Closing (i) MBPI shall own 100% of the issued and outstanding capital stock
of TIDC, (ii) CAOPU shall own 1,481,760 shares 86.4% of the then issued
and outstanding MBPI Common Stock, (iii) LFG shall own 20,529 shares 1.20% of the then
issued and outstanding MBPI Common Stock, and (iv) Phoebus shall own 41,211
shares 2.4% of
the then issued and outstanding MBPI Common Stock;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    NOW, THEREFORE, in
consideration of the mutual covenants, representations, warranties and
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree as follows:

     

    ARTICLE
I.

    DEFINITIONS

     

    1.1           Definitions.  When
used in this Agreement, the following terms shall have the meanings set forth
below (such meanings being equally applicable to both the singular and plural
form of the terms defined):

     

    (a)           “Business
Day” means any day other than Saturday, Sunday and any day on which
banking institutions in the United States are authorized by law or other
governmental action to close.

     

    (b)           “Closing”
shall have the meaning set forth in a later section of this
Agreement.

     

    (c)           “Contract”
means any contract, agreement, indenture, lease, conditional sales contract,
license, commitment or other arrangement, whether written or oral.

     

    (d)           
“Exchange
Act” means the Securities and Exchange Act of 1934, as amended, or any
similar federal statute, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the time.

     

    (e)           “Forward
Split” shall have the meaning set forth in Section
6.2(g).

     

    (f)           “GAAP”
means generally accepted accounting principles, consistently applied, as in
effect in the United States.

     

    (g)           “Governmental
Authority” means any government or governmental or regulatory,
legislative, executive authority thereof, or commission, department or political
subdivision thereof, whether federal, state, regional, municipal, local or
foreign, or any agency, instrumentality or authority thereof, or any court or
arbitrator (public or private).

     

    (h)           “Indemnified
Party” shall have the meaning set forth in a later section of this
Agreement.

     

    (i)           “Indemnifying
Party” shall have the meaning set forth a later section of this
Agreement.

     

    (j)           “Knowledge”
or “knowledge”
means with respect to any Person, (x) such Person is actually aware of such fact
or matter or (y) such Person should reasonably have been expected to discover or
otherwise become aware of such fact or matter after reasonable investigation,
and for purposes hereof it shall be assumed that such Person has conducted a
reasonable investigation of the accuracy of the representations and warranties
set forth herein.


    
      
         


      

      
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    (k)           “Law”
means any federal, state, county, or local laws, statutes, regulations, rules,
codes, ordinances, Orders, decrees, judgments or injunctions enacted, adopted,
issued or promulgated by any Governmental Authority, from time to
time.

     

    (l)           “Liability”
means any liability or obligation of whatever kind or nature (whether known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated, and whether due or to
become due), including any liability for Taxes.

     

    (m)           “Lien”
means any mortgage, deed of trust, pledge, lien, claim, security interest,
covenant, restriction, easement, preemptive right, or any other encumbrance or
charge of any kind including, without limitation, any conditional sale or other
title retention agreement, any lease in the nature thereof, and any lien or
charge arising by statute or other law.

     

    (n)           “Loss”
or “Losses”
means any and all liability, damages, fines, fees, penalties and expenses
whether or not arising out of litigation, including without limitation,
interest, reasonable expenses of investigation, court costs, reasonable
out-of-pocket fees and expenses of attorneys, accountants and other experts or
other reasonable out-of-pocket expenses of litigation or other legal
proceedings, incurred in connection with the rightful enforcement of rights
under this Agreement against any Party hereto, and whether or not arising out of
third party claims against an Indemnified Party.

     

    (o)           “MBPI
Business and Assets” means the MBPI business as conducted immediately
prior to the Closing and the assets used in connection therewith and excludes
the TIDC Shares.

     

    (p)           “MBPI
Common Stock” means the common stock of MBPI, having a par value of
$0.0001 per share.

     

    (q)           “MBPI
Shares” means the 1,543,500 shares of MBPI Common Stock to be issued to
CAOPU, LFG and Phoebus collectively in the Share Exchange.

     

    (r)           “Order”
means any order, injunction, judgment, decree, ruling, writ, assessment or
arbitration award (in each such case whether preliminary or final).

     

    (s)           “Party”
means any of TIDC, CAOPU, LFG, Phoebus, MBPI or TL individually.

     

    (t)           “Parties”
means TIDC, CAOPU, LFG, Phoebus, MBPI and TL collectively.


    
      
         


      

      
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    (u)           “Person”
means any individual, corporation, partnership, limited liability company, firm,
joint venture, association, joint-stock company, trust, unincorporated
organization, Governmental Authority or other entity.

     

    (v)           “Purchase
Right” with respect to any Person means any security, right,
subscription, warrant, option or other Contract that gives the right to purchase
or otherwise receive or be issued any shares of capital stock or other equity
interests of such Person or any security of any kind convertible into or
exchangeable or exercisable for any shares of capital stock or other equity
interests of such Person.

     

    (w)           “SCAC”
means Shandong Caopu Arts & Crafts Co., Ltd., a company organized under the
laws of the People’s Rebublic of China.

     

    (x)           “SEC”
means the United States Securities and Exchange Commission.

     

    (y)           “Securities
Act” means the Securities Act of 1933, as amended, or any similar federal
statute, and the rules and regulations of the SEC thereunder, all as the same
shall be in effect at the time.

     

    (z)           “Share
Exchange” has the meaning set forth in the Recitals of this
Agreement.

     

    (aa)           “Tax”
means any and all taxes, charges, fees, levies or other assessments, including,
without limitation, local and/or foreign income, net worth, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, environmental, customs duties, share capital, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, service, service use, transfer,
registration, recording, ad-valorem, value-added, alternative or add-on minimum,
estimated, or other taxes, assessments or charges of any kind whatsoever,
including any interest, penalty, or addition thereto, whether disputed or
not.

     

    (bb)           “Tax
Return” means any return, report or similar statement required to be
filed with respect to any Tax (including any attached schedules), including,
without limitation, any information return, claim for refund, amended return or
declaration of estimated Tax.

     

    (cc)           “Transaction
Documents” means this Agreement and all other agreements, documents,
instruments or certificates delivered in connection with this
Agreement.

     

    (dd)           “TIDC
Shares” means the 20,000 issued and outstanding shares of capital stock
of TIDC owned by CAOPU, LFG and Phoebus.

     

    1.2         Recitals.  The
above Recitals are hereby incorporated by reference into this Agreement as if
fully stated herein.


    
      
         


      

      
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    1.3         Construction and
Interpretation.

     

    (a)           Unless
the context of this Agreement otherwise requires, (i) words of any gender
include the other gender; (ii) words using the singular or plural number also
include the plural or singular number, respectively; (iii) the terms “hereof,”
“herein,”
“hereby”
and derivative or similar words refer to this entire Agreement; (iv) the terms
“Article”
or “Section”
refer to the specified Article or Section of this Agreement; (v) the word “including”
does not imply any limitation to the item or matter mentioned; and (vi) the
phrases “ordinary
course of business” and “ordinary
course of business consistent with past practice” refer to the businesses
and practices of MBPI, TIDC, SCAC and CAOPU.

     

    (b)           All
accounting terms used herein and not expressly defined herein shall have the
meanings given to them under GAAP.

     

    (c)           All
dollar amounts shall be in U.S. dollars.

     

    ARTICLE
II.

    SHARE
EXCHANGE; REORGANIZATION

     

    2.1         Share
Exchange.  Subject to the terms and conditions of this
Agreement, on the Closing Date:

     

    (a)           CAOPU,
LFG and Phoebus shall sell, assign, transfer, convey, and deliver to MBPI, all
of the TIDC Shares owned by each of them as set forth on Schedule
2.1(a) attached hereto, and MBPI shall purchase from CAOPU, LFG and
Phoebus all of the TIDC Shares; and

     

    (b)           MBPI
shall issue to each of CAOPU, LFG and Phoebus in exchange for the TIDC Shares
that number of MBPI Shares as set forth opposite each of their names on Schedule
2.1(a) attached hereto.

     

    2.2         Assignment and Assumption
Agreement.  Simultaneously with or immediately following the
Closing, pursuant to the Assignment and Assumption Agreement by and between MBPI
and TL, MBPI shall assign to TL all of the MBPI Assets and Business (excluding
the TIDC Shares), and TL shall assume all of the MBPI Liabilities outstanding
immediately prior to the Closing (the “Asset
Sale”).

     

    ARTICLE
III.

    REPRESENTATIONS
AND WARRANTIES OF CAOPU AND TIDC

    


    CAOPU and
TIDC, jointly and severally, represent and warrant to MBPI and TL as
follows:

     

    3.1         Ownership of
TIDC.  CAOPU holds of record and owns beneficially the TIDC
Shares set forth opposite its name on Schedule
2.1(a) hereto free and clear of any restrictions on transfer (other than
any restrictions under applicable state or federal securities laws), Taxes,
Liens, options, warrants, Purchase Rights, contracts, commitments, equities,
claims, and demands.  CAOPU is not a party to any option, warrant,
Purchase Right, or other contract or commitment (other than this Agreement) that
could require CAOPU to sell, transfer, or otherwise dispose of any TIDC Shares.
CAOPU is not a party to any voting trust, proxy, or other agreement or
understanding with respect to the voting of any capital stock of
TIDC.  There are no outstanding stock appreciation, phantom stock,
profit participation, or similar rights with respect to TIDC. There are no
voting trusts, proxies, or other agreements or understandings with respect to
the voting of any capital stock of TIDC. CAOPU has the power, authority and
legal capacity to sell, transfer, assign and deliver the TIDC Shares as provided
in this Agreement, and such delivery will convey to MBPI good and marketable
title to the TIDC Shares, free and clear of all Liens.


    
      
         


      

      
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    3.2         Valid Corporate Existence;
Qualification - CAOPU.  CAOPU is duly organized, validly
existing and in good standing under the laws of the British Virgin Islands and
has all requisite power and authority to own, lease, use and operate its
properties and assets and to carry on its business as and in the jurisdictions
such properties and assets are owned, leased, used and operated and as such
business is presently conducted.  CAOPU is duly qualified, licensed,
authorized or admitted to do business and is in good standing under the laws of
each jurisdiction in which the ownership, use, operation or leasing of its
properties and assets, or the conduct or nature of its business, requires such
qualification, licensing, authorization or admission.  CAOPU has
delivered to MBPI true and complete copies of CAOPU’s Memorandum and Articles of
Association and such other constituent instruments of CAOPU as may exist, each
as amended to the date of this Agreement (as so amended, the “CAOPU
Constituent Instruments”).  The copies of the CAOPU Constituent
Instruments attached hereto as Schedule
3.2, are true, complete and correct.

     

    3.3         Valid Corporate Existence;
Qualification - TIDC.  TIDC is duly organized, validly existing
and in good standing under the laws of the State of Oregon and has all requisite
power and authority to own, lease, use and operate its properties and assets and
to carry on its business as and in the jurisdictions such properties and assets
are owned, leased, used and operated and as such business is presently
conducted.  TIDC is duly qualified, licensed, authorized or admitted
to do business and is in good standing under the laws of each jurisdiction in
which the ownership, use, operation or leasing of its properties and assets, or
the conduct or nature of its business, requires such qualification, licensing,
authorization or admission.  CAOPU has delivered to MBPI true and
complete copies of TIDC’ certificate of incorporation  and bylaws and
such other constituent instruments of TIDC as may exist, each as amended to the
date of this Agreement (as so amended, the “TIDC
Constituent Instruments”).  The copies of the TIDC Constituent
Instruments attached hereto as Schedule
3.3, are true, complete and correct.

     

    3.4         Valid Corporate Existence;
Qualification – SCAC.  SCAC is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation.  SCAC has all requisite power and authority to own,
lease, use and operate its properties and assets and to carry on the business in
which it is engaged as and in the jurisdictions such properties and assets are
owned, leased, used and operated and as such business is presently
conducted.  SCACis duly qualified, licensed, authorized or admitted to
do business and is in good standing under the laws of each jurisdiction in which
the ownership, use, operation or leasing of its properties and assets, or the
conduct or nature of its business, requires such qualification, licensing,
authorization or admission.  CAOPU has delivered to MBPI true and
complete copies of each of the SCAC charter documents and such other constituent
instruments of  SCAC as may exist, each as amended to the date of this
Agreement (as so amended, the “SCACConstituent
Instruments”).  The copies of the SCAC Constituent Instruments
attached hereto as Schedule
3.4, are true, complete and correct.


    
      
         


      

      
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    3.5         Authority;
Enforceability.  CAOPU and TIDC each have full power, authority
and legal capacity to enter into this Agreement and the other Transaction
Documents to which they are a party and to perform their obligations hereunder
and thereunder.  The execution, delivery and performance of this
Agreement and the other Transaction Documents and the consummation of the
transactions contemplated hereby and thereby have been duly and validly
authorized and approved by all required actions of CAOPU’s board of directors
and stockholders and no other actions on the part of CAOPU’s board of directors
or stockholders are necessary to authorize and approve this Agreement and the
other Transaction Documents and the transactions contemplated hereby and
thereby.  This Agreement has been duly executed and delivered by CAOPU
and TIDC and constitutes valid and binding obligations of CAOPU and TIDC,
enforceable against each of them in accordance with its terms. At Closing, all
other Transaction Documents to be executed and delivered by CAOPU and/or TIDC
shall have been duly executed and delivered by CAOPU and/or TIDC.  All
other Transaction Documents executed and delivered by CAOPU and/or TIDC shall
constitute valid and binding obligations of CAOPU and/or TIDC, enforceable
against each of them in accordance with their terms.

     

    3.6         Capitalization of
TIDC. The authorized capital stock of TIDC consists solely of common
shares, of which 20,000 are issued and outstanding.  Upon the Closing,
MBPI will own one hundred (100%) percent of the issued and outstanding capital
stock of TIDC.  All of the TIDC Shares have been duly authorized and
validly issued and are fully paid and non-assessable.  All of the
issued and outstanding capital stock of TIDC has been issued in compliance with
all applicable Law. There are no outstanding Purchase Rights with respect to the
capital stock of TIDC or agreements, arrangements or understandings to issue
Purchase Rights with respect to the capital stock of TIDC, nor are there any
preemptive rights or agreements, arrangements or understandings to issue
preemptive rights with respect to the issuance or sale of the capital stock of
TIDC.  TIDC does not control, directly or indirectly, or have any
direct or indirect equity participation in any corporation, partnership, trust,
or other business association that is not a TIDC Subsidiary.

     

    3.7         Capitalization of
SCAC.  Schedule
3.7 attached hereto sets forth for SCAC (i) its name and jurisdiction of
incorporation, (ii) the number of authorized shares for each class of its
capital stock, (iii) the number of issued and outstanding shares of each class
of its capital stock, the names of the holders thereof, and the number of shares
held by each such holder, and (iv) the number of shares of its capital stock
held in treasury. All of the issued and outstanding shares of capital stock of
SCAC have been duly authorized and are validly issued, fully paid, and
non-assessable.  All of the issued and outstanding shares of capital
stock of SCAC have been issued in compliance with all applicable
Law.  Except as set forth on Schedule
3.7, TIDC holds of record and owns beneficially all of the outstanding
shares of SCAC, free and clear of any restrictions on transfer (other than
restrictions under applicable state or federal securities laws), Taxes, Liens,
options, warrants, Purchase Rights, contracts, commitments, equities, claims,
and demands. There are no outstanding or authorized options, warrants, Purchase
Rights, or other contracts or commitments that could require any of TIDC and
SCAC to sell, transfer, or otherwise dispose of any capital stock of SCAC or
that could require SCAC to issue, sell, or otherwise cause to become outstanding
any of its own capital stock. There are no outstanding stock appreciation,
phantom stock, profit participation, or similar rights with respect to SCAC.
There are no voting trusts, proxies, or other agreements or understandings with
respect to the voting of any capital stock of SCAC. Neither TIDC nor SCAC
controls directly or indirectly or has any direct or indirect equity
participation in any corporation, partnership, trust, or other business
association.  Neither TIDC nor SCAC owns or has any right to acquire,
directly or indirectly, any outstanding capital stock of, or other equity
interests in, any Person.


    
      
         


      

      
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    3.8         No
Conflicts.  Neither the execution and delivery by CAOPU and
TIDC of this Agreement and the other Transaction Documents, the consummation of
the transactions contemplated hereby or thereby, nor compliance by CAOPU and
TIDC with any of the provisions hereof or thereof (a) conflict with, or result
in the breach of, any provision of either of the CAOPU Constituent
Instruments, the TIDC Constituent Instruments or the SCAC Constituent
Instruments, (b) conflict with, violate, result in the breach or termination of,
or constitute a default or give rise to any right of termination or acceleration
or right to increase the obligations or otherwise modify the terms thereof under
any material Permit or any Order to which either TIDC, CAOPU, or SCAC is a party
or any material Contract to which TIDC, CAOPU, or SCAC or any of their
respective properties or assets is bound, (c) constitute a violation of any Law
applicable to CAOPU, TIDC or SCAC or (d) result in the creation of any Lien upon
the properties or assets of CAOPU, TIDC or SCAC.

     

    3.9         Consents.  Other
than those which have been obtained by CAOPU and/or TIDC, no consent, waiver,
approval, Order, Permit or authorization of, or declaration or filing with, or
notification to, any Person or Governmental Authority (collectively, “Consents”)
is required on the part of CAOPU or TIDC to enable each of them to enter into
and deliver this Agreement or the Transaction Documents, and to carry out all of
the transactions contemplated hereby or thereby or the compliance by CAOPU and
TIDC with any of the provisions hereof or thereof.

     

    3.10       Purchase Entirely for Own
Account.  The MBPI Shares proposed to be acquired by CAOPU
hereunder will be acquired for investment for its own account, and not with a
view to the resale or distribution of any part thereof, and CAOPU has no present
intention of selling or otherwise distributing MBPI Shares, except in compliance
with applicable securities laws.

     

    3.11       Non-Registration.
CAOPU understands that the MBPI Shares have not been registered under the
Securities Act and, if issued in accordance with the provisions of this
Agreement, will be issued by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of
CAOPU’s representations as expressed herein.

     

    3.12       Accredited
Investor.  CAOPU is an “accredited investor” within the meaning
of Rule 501 under the Securities Act and was not organized for the specific
purpose of acquiring MBPI Shares.

     

    3.13    
  Officers
and Directors.  Schedule
3.11 attached hereto sets forth a true and correct list of the officers
and directors of TIDC and SCAC.


    
      
         


      

      
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    3.14       Financial Information.
    Attached hereto as Schedule 3.12 are the
following financial statements of SCAC (collectively, the “SCAC
Financial Statements”): (i) the audited financial statements of SCAC as
at and for the year ended December 31, 2008 and 2007 (“SCAC
Audited Financial Statements”) which have been audited by Bongiovanni
& Associates, and (ii) the unaudited interim financial statements of SCAC as
at and for the period ended June 30, 2009 (“SCAC
Interim Financial Statements”).   The SCAC Financial
Statements (including the notes thereto) have been prepared in accordance with
GAAP throughout the periods covered thereby, are true accurate and complete and
contain all adjustments and disclosures required under GAAP.

     

    3.15       Events Subsequent to SCAC
Audited Financial Statements. Since the date of the SCAC Audited
Financial Statements, there has not been any change that would be (or could
reasonably be expected to be) materially adverse to the business, assets,
condition (financial or otherwise), or operations of SCAC. Without limiting the
generality of the foregoing, since that date:

     

    (a)           neither
TIDC nor SCAC, has sold, leased, transferred, or assigned any of its assets,
tangible or intangible, other than for a fair consideration in the ordinary
course of business;

     

    (b)           neither
TIDC nor SCAC has entered into any agreement, contract, lease, or license (or
series of related agreements, contracts, leases, and licenses) either involving
more than $100,000 or outside the ordinary course of business;

     

    (c)           no
party has accelerated, terminated, modified, or cancelled any agreement,
contract, lease, or license (or series of related agreements, contracts, leases,
and licenses) involving more than $100,000 to which TIDC or SCAC is a party or
by which it is bound;

     

    (d)           neither
TIDC nor SCAC has imposed any Liens upon any of its assets, tangible or
intangible;

     

    (e)           neither
TIDC nor SCAC has made any capital expenditure (or series of related capital
expenditures) either involving more than $100,000 or outside the ordinary course
of business;

     

    (f)           neither
TIDC nor SCAC has made any capital investment in, any loan to, or any
acquisition of the securities or assets of, any other Person (or series of
related capital investments, loans, and acquisitions) either involving more than
$$100,000 or outside the ordinary course of business;

     

    (g)           neither
TIDC nor SCAC has issued any note, bond, or other debt security or created,
incurred, assumed, or guaranteed any indebtedness for borrowed money or
capitalized lease obligation either involving more than $$100,000 singly or
$500,000 in the aggregate;

     

    (h)           neither
TIDC nor SCAC has delayed or postponed the payment of accounts payable and other
Liabilities outside the ordinary course of business;

     

    
      
         


      

      
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    (i)           neither
TIDC nor SCAC has cancelled, compromised, waived, or released any right or claim
(or series of related rights and claims) either involving more than $$100,000 or
outside the ordinary course of business;

     

    (j)           neither
TIDC nor SCAC has transferred, assigned, or granted any license or sublicense of
any rights under or with respect to any of its intellectual
property;

     

    (k)           there
has been no change made or authorized in the TIDC Constituent Instruments or the
SCAC Constituent Instruments;

     

    (l)           neither
TIDC nor SCAC has issued, sold, or otherwise disposed of any of its capital
stock, or granted any options, warrants, or other rights to purchase or obtain
(including upon conversion, exchange, or exercise) any of its capital
stock;

     

    (m)           neither
TIDC nor SCAC has declared, set aside, or paid any dividend or made any
distribution with respect to its capital stock (whether in cash or in kind) or
redeemed, purchased, or otherwise acquired any of its capital
stock;

     

    (n)           neither
TIDC nor SCAC has experienced any damage, destruction, or loss (whether or not
covered by insurance) to its property;

     

    (o)           neither
TIDC nor SCAC has made any loan to, or entered into any other transaction with,
any of its directors, officers, and employees outside the ordinary course of
business;

     

    (p)           neither
TIDC nor SCAC has entered into or terminated any employment contract or
collective bargaining agreement, written or oral, or modified the terms of any
existing such contract or agreement;

     

    (q)           neither
TIDC nor SCAC has granted any increase in the base compensation of any of its
directors, officers, and employees outside the ordinary course of
business;

     

    (r)           neither
TIDC nor SCAC has adopted, amended, modified, or terminated any bonus, profit
sharing, incentive, severance, or other plan, contract, or commitment for the
benefit of any of its directors, officers, and employees (or taken any such
action with respect to any other employee benefit plan);

     

    (s)           neither
TIDC nor SCAC has made any other change in employment terms for any of its
directors, officers, and employees outside the ordinary course of
business;

     

    (t)           there
has not been any other occurrence, event, incident, action, failure to act, or
transaction outside the ordinary course of business involving TIDC or any of the
TIDC Subsidiaries;

     

    (u)           neither
TIDC nor SCAC has discharged a material Liability or Lien outside the ordinary
course of business;

     

    
      
         


      

      
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    (v)           neither
TIDC nor SCAC has made any loans or advances of money;

     

    (w)           neither
TIDC nor SCAC has committed to any of the foregoing.

     

    3.16       Undisclosed
Liabilities. Neither TIDC nor SCAC has any Liability (and there is no
basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand against any of them giving
rise to any Liability), except for (i) Liabilities fully reflected or reserved
against in the SCAC Financial Statements and (ii) Liabilities that have arisen
after the date of the SCAC Interim Financial Statements in the ordinary course
of business (none of which results from, arises out of, relates to, is in the
nature of, or was caused by any breach of contract, breach of warranty, tort,
infringement, or violation of law).

     

    3.17       Taxes. TIDC and SCAC
have filed all federal, state and local Tax Returns which are required to be
filed by each of them.  Since their inception, neither TIDC nor SCAC
has incurred any liability for Taxes except in the ordinary course of
business.  TIDC and SCAC have paid or provided adequate reserves for
all Taxes which have become due for all periods prior to the date of this
Agreement or pursuant to any assessments received by it or which either TIDC or
SCAC is obligated to withhold from amounts owing to any employee, creditor or
other third party as at or with respect to any period prior to the date of this
Agreement. The federal income Tax Returns of TIDC and SCAC have never been
audited by any taxing authority.  Neither TIDC nor SCAC has waived any
statute of limitations in respect of Taxes, nor agreed to any extension of time
with respect to a Tax assessment or deficiency.

     

    3.18       Environmental
Matters. Neither TIDC nor SCAC (i) is in violation of any statute, rule,
regulation, decision or order of any governmental agency or body or any court,
domestic or foreign, relating to the use, disposal or release of hazardous or
toxic substances or relating to the protection or restoration of the environment
or human exposure to hazardous or toxic substances (collectively, “Environmental
Laws”), (ii) owns or operates any real property contaminated with any
substance that is in violation of any Environmental Laws, (iii) is liable for
any off-site disposal or contamination pursuant to any Environmental Laws, and
(iv) is subject to any claim relating to any Environmental Laws; which
violation, contamination, liability or claim has had or could reasonably be
expected to have a material adverse effect, individually or in the aggregate on
TIDC and/or SCAC; and there is no pending or, to CAUPO’s, TIDC or SCAC’s
knowledge, threatened investigation that might lead to such a
claim.

     

    ARTICLE
IV.

    REPRESENTATIONS
AND WARRANTIES OF MBPI AND TL

    


    MBPI and
TL jointly and severally represent and warrant to CAOPU and TIDC as
follows:


    
      
         


      

      
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    4.1         Valid Corporate Existence;
Qualification.  MBPI is duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all requisite
power and authority to own, lease, use and operate its properties and assets and
to carry on its business as and in the jurisdictions such properties and assets
are owned, leased, used and operated and as such business is presently
conducted.  MBPI is duly qualified, licensed, authorized or admitted
to do business and is in good standing under the laws of each jurisdiction in
which the ownership, use, operation or leasing of its properties and assets, or
the conduct or nature of its business, requires such qualification, licensing,
authorization or admission.  MBPI has delivered to CAOPU true and
complete copies of MBPI’s certificate  of incorporation and bylaws and
such other constituent instruments of MBPI as may exist, each as amended to the
date of this Agreement (as so amended, the “MBPI
Constituent Instruments”).  The copies of the MBPI Constituent
Instruments attached hereto as Schedule
4.1, are true, complete and correct.

     

    4.2         Authority;
Enforceability.  MBPI and TL each have full power, authority
and legal capacity to enter into this Agreement and the other Transaction
Documents to which they are a party and to perform their respective obligations
hereunder and thereunder.  The execution, delivery and performance of
this Agreement and the other Transaction Documents and the consummation of the
transactions contemplated hereby and thereby have been duly and validly
authorized and approved by all required actions of MBPI’s board of directors and
stockholders and no other actions on the part of MBPI’s board of directors or
stockholders are necessary to authorize and approve this Agreement and the other
Transaction Documents and the transactions contemplated hereby and
thereby.  This Agreement has been duly executed and delivered by MBPI
and TL, and constitutes valid and binding obligations of MBPI and TL,
enforceable against each of them in accordance with its terms. At Closing, all
other Transaction Documents to be executed and delivered by MBPI and TL shall
have been duly executed and delivered by MBPI and TL.  All other
Transaction Documents executed and delivered by MBPI and TL shall constitute
valid and binding obligations of MBPI and TL, enforceable against each of them
in accordance with their terms.

     

    4.3         Capitalization. MBPI
has authorized (i) 20,000,000 shares of common stock, par value $0.0001 per
share, and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share
of which as of the date hereof 1,046,500 shares of MBPI Common Stock are issued
and outstanding and owned by the shareholders of record set forth in Schedule
4.3 (which list will be updated as of the Closing Date by a faxed
certified shareholder list from MBPI’s transfer agent) (“MBPI
Shareholders List”).  Upon the Closing, MBPI shall have
1,715,500 shares of Common Stock issued and outstanding.  No shares of
preferred stock have been designated or are issued or outstanding. MBPI has no
outstanding options, warrants, rights, calls, Purchase Rights and/or other
direct and/or indirect commitments or agreement to issue any other securities of
MBPI. All of the issued and outstanding shares of MBPI Common Stock are duly
authorized and validly issued and outstanding, fully paid and non assessable.
All of the issued and outstanding MBPI Common Stock has been issued in
compliance with all applicable Law. Except for the MBPI Shares to be issued to
CAOPU at the Closing pursuant to the terms of this Agreement, there are no
subscriptions, options, warrants, rights or calls, Purchase Rights or other
commitments or agreements to which MBPI is a party or by which any of its
officers, controlling shareholders and/or directors, or to MBPI’s best knowledge
any of its affiliates is bound regarding the issuance, transfer, or sale or
other disposition of any class of securities of MBPI, nor are there any
preemptive rights or agreements, arrangements or understandings to issue
preemptive rights with respect to the issuance or sale of MBPI Common
Stock.

     

    4.4         TL’s MBPI
Shares.  TL holds of record and owns beneficially 975,000
shares of MBPI Common Stock and after giving effect to the Cancellation TL shall
hold of record and beneficially own 100,000 shares of MBPI Common
Stock.  Other than the 975,000 shares of MBPI Common Stock owned by
TL, TL owns no equity securities of MBPI.

     

    
      
         


      

      
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    4.5         Subsidiaries. There
are no subsidiaries, corporations, partnerships or other business entities
controlled, directly or indirectly, by MBPI.

     

    4.6         Real
Property.  MBPI owns no real property.

     

    4.7         No
Conflicts.  Neither the execution and delivery by MBPI of this
Agreement and the other Transaction Documents, the consummation of the
transactions contemplated hereby or thereby, nor compliance by MBPI with any of
the provisions hereof or thereof (a) conflict with, or result in the breach of,
any provision of the MBPI Constituent Instruments, (b) conflict with, violate,
result in the breach or termination of, or constitute a default or give rise to
any right of termination or acceleration or right to increase the obligations or
otherwise modify the terms thereof under any material Permit or any Order to
which MBPI is a party or any material Contract to which MBPI or any of its
properties or assets is bound, (c) constitute a violation of any Law applicable
to MBPI or (d) result in the creation of any Lien upon the properties or assets
of MBPI.

     

    4.8         Consents.  Other
than those which have been obtained by MBPI and TL, no Consent is required on
the part of TL or MBPI in connection with the execution and delivery of this
Agreement or the Transaction Documents, or the compliance by TL and MBPI with
any of the provisions hereof or thereof.

     

    4.9         Litigation, Compliance with
Law. There are no actions, suits, proceedings, or governmental
investigations (or any investigation of any self regulatory organization)
relating to MBPI, its securities or to any of its properties, assets or business
pending or, to the best of its knowledge, threatened, or any order, injunction,
award or decree outstanding against MBPI or against or relating to any of its
properties, assets or business. MBPI is not, to the best of its knowledge, in
violation of any law, regulation, ordinance, order, injunction, decree, award or
other requirements of any Governmental Authority relating to its properties,
assets or business.

     

    4.10       Agreements and Obligations;
Performance.  MBPI is not a party to, or bound by any: (i)
Contract, arrangement, commitment or understanding which involves aggregate
payments or receipts in excess of $5,000; (ii) contractual obligation or
contractual liability of any kind to any MBPI stockholder; (iii) Contract,
arrangement, commitment or understanding with its customers or any officer,
employee, stockholder, director, representative or agent thereof for the
repurchase of products, sharing of fees, the rebating of charges to such
customers, bribes, kickbacks from such customers or other similar arrangements;
(iv) contract for the purchase or sale of any materials, products or supplies
which contain, or which commits or will commit it for a fixed term; (v) contract
of employment with any officer or employee not terminable at will without
penalty or premium or any continuing obligation of liability; (vi) deferred
compensation, bonus or incentive plan or agreement not cancelable at will
without penalty or premium or any continuing obligation or liability: (vii)
management or consulting agreement not terminable at will without penalty or
premium or any continuing obligation or liability; (viii) lease for real or
personal property (including borrowings thereon), license or royalty agreement;
(ix) union or other collective bargaining agreement; (x) agreement, commitment
or understanding relating to the indebtedness for borrowed money; (xi) contract
involving aggregate payments or receipts of $5,000 or more which, by its terms,
requires the consent of any party thereto to the consummation of the
transactions contemplated by this Agreement and the other Transaction Documents;
(xii) contract containing covenants limiting the freedom of MBPI to engage or
compete in any line of business or with any person in any geographic area;
(xiii) contract or opinion relating to the acquisition or sale of any business;
(xiv) voting trust agreement or similar stockholders’ agreement; (xiv) other
contract, agreement, commitment or understanding which materially affects any of
its properties, assets or business, whether directly or indirectly, or which was
entered into other than in the ordinary course of business.

     

    
      
         


      

      
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    4.11       Permits and Licenses.
MBPI is in compliance in all material respects with all requirements, standards
and procedures of the federal, state, local and foreign governmental bodies
which issued such permits, licenses, orders, franchises and
approvals.

     

    4.12       Employees; Employee Benefit
Plans. Except for TL, MBPI has no employees.  MBPI does not
maintain any employee benefit plans and is not required to make contributions to
any “pension” and “welfare” benefit plans (within the respective meanings of
Section 4(2) and Section 4(1) of the Employee Retirement Income Security Act of
1974, as amended).

     

    4.13       SEC Reports. MBPI has
filed in a timely manner with the SEC all reports required to be filed pursuant
to the Exchange Act (the “SEC
Reports”) and is “current” in its reporting obligations.  As of
their respective dates, the SEC Reports comply in all material respects with
requirements of the Securities Act and Exchange Act and the rules and
regulations promulgated thereunder and none of the SEC Reports contained an
untrue statement of a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.

     

    4.14       Financial Statements.
The financial statements of MBPI included in the SEC Reports (including in each
case the related notes thereto) (the “MBPI
Financial Statements”) (i) are in accordance with the books and records
of MBPI, (ii) are correct and complete in all material respects, (iii) present
fairly the financial position and results of operations of MBPI as of the
respective dates indicated (subject, in the case of unaudited statements, to
normal, recurring adjustments, none of which were material) and (iv) have been
prepared in accordance with GAAP.

     

    4.15       Officers and
Directors. TL is the sole officer and director of MBPI.  Schedule
4.15 attached hereto sets forth a true and correct list of the officers
and directors of MBPI after the Closing.

     

    4.16       Taxes. MBPI has filed
all federal, state and local Tax Returns which are required to be filed by
it.  Since its inception, MBPI has not incurred any liability for
Taxes except in the ordinary course of business.  MBPI has paid or
provided adequate reserves for all Taxes which have become due for all periods
prior to the date of this Agreement or pursuant to any assessments received by
it or which MBPI is obligated to withhold from amounts owing to any employee,
creditor or other third party as at or with respect to any period prior to the
date of this Agreement. The federal income Tax Returns of MBPI have never been
audited by the Internal Revenue Service.  MBPI has not waived any
statute of limitations in respect of Taxes, nor agreed to any extension of time
with respect to a Tax assessment or deficiency.

     

    
      
         


      

      
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    4.17       Undisclosed
Liabilities. MBPI has no Liabilities (and there is no basis for any
present or future action, suit, proceeding, hearing, investigation, charge,
complaint, claim, or demand against any of them giving rise to any Liability),
except for (i) Liabilities fully reflected or reserved against in the Financial
Statements and (ii) Liabilities that have arisen after the date of MBPI’s
unaudited balance sheet as of June 30, 2009 (the “Most
Recent Balance Sheet”) in the ordinary course of business (none of which
results from, arises out of, relates to, is in the nature of, or was caused by
any breach of contract, breach of warranty, tort, infringement, or violation of
law).

     

    4.18       Absence of Certain
Events. Since its inception, MBPI has been conducted solely in the usual
and ordinary course. Without limiting the generality of the foregoing, MBPI has
not:

     

    (a)           waived
any right or rights of substantial value or paid, directly or indirectly, any
Liability before such Liability became due in accordance with its
terms;

     

    (b)           other
than in the ordinary and usual course of business, created any Liability
(whether absolute or contingent and whether or not currently due and payable),
or entered into or assumed any contract, agreement, arrangement, lease (as
lessor or lessee), license or other commitment otherwise than in the ordinary
and usual course of business; or

     

    (c)           purchased,
sold or transferred any assets other than in the ordinary and usual course of
the operations of MBPI; granted any security interest or other lien or
encumbrance affecting any of its assets or properties other than in the ordinary
and usual course of business and in amounts not material; or amended any
agreement or contract to which MBPI is a party or by which its assets and
properties are bound.

     

    4.19       Adverse Developments.
Since the date of the Most Recent Balance Sheet there has been no material
adverse change in the business, operations or condition (financial or otherwise)
of MBPI; nor has there been since such date, any damage, destruction or loss,
whether covered by insurance or not, materially or adversely affecting the
business, properties or operations of MBPI.

     

    4.20       Actions and
Proceedings. MBPI is not subject to any outstanding orders, writs,
injunctions or decrees of any court or arbitration tribunal or any governmental
department, commission, board, agency or instrumentality, domestic or foreign,
against, involving or affecting the business, properties or employees of MBPI’s
right to enter into, execute and perform this Agreement (or any of the
transactions contemplated hereby). There are no actions, suits, claims or legal,
administrative or arbitration proceedings or investigations, including any
warranty or product liability claims (whether or not the defense thereof or
liabilities in respect thereof are covered by policies of insurance) relating to
or arising out of the business, properties or employees of MBPI pending or, to
the best knowledge of MBPI, threatened against or affecting MBPI.

     

    
      
         


      

      
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    4.21       Bank Accounts and Credit
Cards. Set forth on Schedule
4.21 hereto, is a true, complete and accurate list of all bank accounts,
safe deposit boxes, and credit or charge cards maintained by MBPI.

     

    4.22       MBPI Shares. The MBPI
Shares to be issued pursuant to this Agreement will be duly authorized and
reserved for issuance and when issued in accordance with this Agreement, will be
validly issued and outstanding, fully paid and non assessable and vest in the
holder thereof free and clear of any restrictions on transfer (other than any
restrictions under applicable state or federal securities laws), Taxes, Liens,
options, warrants, Purchase Rights, contracts, commitments, equities, claims,
and demands and will not be subject to any pre-emptive or other similar
rights.

     

    4.23       Over-the-Counter Bulletin
Board. The MBPI Common Stock is quoted on the Over-the-Counter Bulletin
Board (the “Bulletin
Board”) under the symbol “MBPI,” and MBPI has not received nor is it
aware of any proceeding to prevent the continued quotation of the MBPI Shares on
the Bulletin Board.

     

    4.24       Due Diligence. All
documents and other materials relating to MBPI and provided to CAOPU in
connection with this Agreement are true and correct in all material respects and
do not contain any misstatement and/or omission.

     

    4.25       No Registration
Rights. No holder of MBPI securities has any registration and/or similar
rights at any time or under any circumstances which would require MBPI to
register MBPI Common Stock, or any other securities of MBPI, for sale under the
Federal securities laws.

     

    4.26       Prior Sales of
Securities. All prior sales of securities by MBPI were either properly
registered under the Federal and/or State Securities laws or issued pursuant to
an exemption therefrom and all such sales were all done in accordance with all
laws, rules and regulations and no person/entity has any rescission and/or
similar rights with respect to any MBPI Shares.

     

    4.27       No
Brokers.  MBPI has not employed any broker, finder or similar
agent that would cause any brokerage, finder’s or placement fee or any similar
compensation in connection with this Agreement or any transaction contemplated
hereby.

     

    4.28           Purchase Entirely for Own
Account.  The TIDC Shares proposed to be acquired by MBPI
hereunder will be acquired for investment for its own account, and not with a
view to the resale or distribution of any part thereof, and MBPI has no present
intention of selling or otherwise distributing TIDC Shares, except in compliance
with applicable securities laws.

     

    4.29           Non-Registration.
MBPI understand that the TIDC Shares have not been registered under the
Securities Act and, if issued in accordance with the provisions of this
Agreement, will be issued by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of MBPI’s
representations as expressed herein.

     

    
      
         


      

      
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    4.30       Environmental
Matters. MBPI (i) is not in violation of any Environmental Laws, (ii)
does not own or operate any real property contaminated with any substance that
is in violation of any Environmental Laws, (iii) is not liable for any off-site
disposal or contamination pursuant to any Environmental Laws, and (iv) is not
subject to any claim relating to any Environmental Laws; which violation,
contamination, liability or claim has had or could reasonably be expected to
have a material adverse effect, individually or in the aggregate on MBPI; and
there is no pending or, to MBPI and TL’s knowledge, threatened investigation
that might lead to such a claim.

     

    ARTICLE
V.

    REPRESENTATIONS
AND WARRANTIES OF LFG AND PHOEBUS

     

    LFG and
Phoebus, severally, but not jointly, represent and warrant to MBPI as
follows:

     

    5.1        Ownership of
TIDC.  Each of LFG and Phoebus holds of record and owns
beneficially the TIDC Shares set forth opposite each of their names on Schedule
2.1(a) hereto free and clear of any restrictions on transfer (other than
any restrictions under applicable state or federal securities laws), Taxes,
Liens, options, warrants, Purchase Rights, contracts, commitments, equities,
claims, and demands.  Neither LFG nor Phoebus is a party to any
option, warrant, Purchase Right, or other contract or commitment (other than
this Agreement) that could require either LFG and/or Phoebus to sell, transfer,
or otherwise dispose of any TIDC Shares. Neither LFG nor Phoebus is a party to
any voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of TIDC.  There are no outstanding stock
appreciation, phantom stock, profit participation, or similar rights with
respect to TIDC. There are no voting trusts, proxies, or other agreements or
understandings with respect to the voting of any capital stock of
TIDC.  Each of LFG and Phoebus has the power, authority and legal
capacity to sell, transfer, assign and deliver the TIDC Shares set forth
opposite each of their names on Schedule
2.1(a) as provided in this Agreement, and such delivery will convey to
MBPI good and marketable title to such TIDC Shares, free and clear of all
Liens.

     

    5.2        Valid Corporate Existence;
Qualification - LFG.  LFG is duly organized, validly existing
and in good standing under the laws of the British Virgin Islands and has all
requisite power and authority to own, lease, use and operate its properties and
assets and to carry on its business as and in the jurisdictions such properties
and assets are owned, leased, used and operated and as such business is
presently conducted.  LFG is duly qualified, licensed, authorized or
admitted to do business and is in good standing under the laws of each
jurisdiction in which the ownership, use, operation or leasing of its properties
and assets, or the conduct or nature of its business, requires such
qualification, licensing, authorization or admission.  LFG has
delivered to MBPI true and complete copies of LFG’s Memorandum and Articles of
Association and such other constituent instruments of LFG as may exist, each as
amended to the date of this Agreement (as so amended, the “LFG
Constituent Instruments”).  The copies of the LFG Constituent
Instruments attached hereto as Schedule
5.2, are true, complete and correct.

     

    
      
         


      

      
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    5.3        Valid Corporate Existence;
Qualification - Phoebus.  Phoebus is duly organized, validly
existing and in good standing under the laws of the British Virgin Islands and
has all requisite power and authority to own, lease, use and operate its
properties and assets and to carry on its business as and in the jurisdictions
such properties and assets are owned, leased, used and operated and as such
business is presently conducted.  Phoebus is duly qualified, licensed,
authorized or admitted to do business and is in good standing under the laws of
each jurisdiction in which the ownership, use, operation or leasing of its
properties and assets, or the conduct or nature of its business, requires such
qualification, licensing, authorization or admission.  Phoebus has
delivered to MBPI true and complete copies of Phoebus’ Memorandum and Articles
of Association and such other constituent instruments of Phoebus as may exist,
each as amended to the date of this Agreement (as so amended, the “Phoebus
Constituent Instruments”).  The copies of the TIDC Constituent
Instruments attached hereto as Schedule
5.3, are true, complete and correct.

     

    5.4        Authority;
Enforceability.  LFG and Phoebus each have full power,
authority and legal capacity to enter into this Agreement and the other
Transaction Documents to which they are a party and to perform their obligations
hereunder and thereunder.  The execution, delivery and performance of
this Agreement and the other Transaction Documents and the consummation of the
transactions contemplated hereby and thereby have been duly and validly
authorized and approved by all required actions of LFG’s and Phoebus’ board of
directors and stockholders and no other actions on the part of LFG’s or Phoebus’
board of directors or stockholders are necessary to authorize and approve this
Agreement and the other Transaction Documents and the transactions contemplated
hereby and thereby.  This Agreement has been duly executed and
delivered by LFG and Phoebus and constitutes valid and binding obligations of
LFG and Phoebus, enforceable against each of them in accordance with its terms.
At Closing, all other Transaction Documents to be executed and delivered by LFG
and/or Phoebus shall have been duly executed and delivered by LFG and/or
Phoebus.  All other Transaction Documents executed and delivered by
LFG and/or Phoebus shall constitute valid and binding obligations of LFG and/or
Phoebus, enforceable against each of them in accordance with their
terms.

     

    5.5        No
Conflicts.  Neither the execution and delivery by LFG and
Phoebus of this Agreement and the other Transaction Documents, the consummation
of the transactions contemplated hereby or thereby, nor compliance by LFG and
Phoebus with any of the provisions hereof or thereof (a) conflict with, or
result in the breach of, any provision of either of the LFG Constituent
Instruments or the Phoebus Constituent Instruments, (b) conflict with, violate,
result in the breach or termination of, or constitute a default or give rise to
any right of termination or acceleration or right to increase the obligations or
otherwise modify the terms thereof under any material Permit or any Order to
which either LFG or Phoebus is a party or any material Contract to which LFG or
Phoebus or any of their respective properties or assets is bound, (c) constitute
a violation of any Law applicable to LFG or Phoebus or (d) result in the
creation of any Lien upon the properties or assets of LFG or
Phoebus.

     

    5.6        Consents.  Other
than those which have been obtained by LFG and/or Phoebus, no Consent is
required on the part of LFG or Phoebus to enable each of them to enter into and
deliver this Agreement or the Transaction Documents, and to carry out all of the
transactions contemplated hereby or thereby or the compliance by LFG and Phoebus
with any of the provisions hereof or thereof.

     

    5.7        Purchase Entirely for Own
Account.  The MBPI Shares proposed to be acquired by each of
LFG and Phoebus hereunder will be acquired for investment for its own account,
and not with a view to the resale or distribution of any part thereof, and
neither LFG nor Phoebus has a present intention of selling or otherwise
distributing MBPI Shares, except in compliance with applicable securities
laws.

     

    
      
         


      

      
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    5.8         Non-Registration.
Each of LFG and Phoebus understands that the MBPI Shares have not been
registered under the Securities Act and, if issued in accordance with the
provisions of this Agreement, will be issued by reason of a specific exemption
from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of
LFG’s and Phoebus’ representations as expressed herein.

     

    5.9         Accredited
Investor.  Each of LFG and Phoebus is an “accredited investor”
within the meaning of Rule 501 under the Securities Act and was not organized
for the specific purpose of acquiring MBPI Shares.

     

    ARTICLE
VI.

    PRE
AND POST CLOSING COVENANTS

     

    6.1         Pre-Closing
Covenants.  The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing:

     

    (a)           General. Each of the
Parties will use his, her, or its best efforts to take all actions and to do all
things necessary, proper, or advisable in order to consummate and make effective
the transactions contemplated by this Agreement and the other Transaction
Documents (including satisfaction of the Closing conditions set forth in Article
VI below).

     

    (b)           Preservation of
Business. From the date of this Agreement until the Closing Date, each of
CAOPU, TIDC and MBPI shall operate their respective business (which, with
respect to TIDC, includes the businesses of the TIDC Subsidiaries) only in the
ordinary and usual course of business consistent with past practice (provided,
however, that MBPI shall not issue any securities or incur any monetary
obligations without the prior written consent of CAOPU), and shall use
reasonable commercial efforts to (a) preserve intact their respective business
organization, (b) preserve the good will and advantageous relationships with
customers, suppliers, independent contractors, employees and other Persons
material to the operation of their respective businesses, and (c) not permit any
action or omission which would cause any of their respective representations or
warranties contained herein to become inaccurate or any of their respective
covenants to be breached in any material respect.

     

    (c)           Full Access. MBPI
will permit representatives of CAOPU (including legal counsel and accountants)
to have full access at all reasonable times, and in a manner so as not to
interfere with the normal business operations of the MBPI, to all premises,
properties, personnel, books, records (including tax records), contracts, and
documents of or pertaining to MBPI.

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    (d)           Public
Announcements.  CAOPU and MBPI will consult with each other
before issuing, and provide each other the opportunity to review and comment
upon, any press release or other public statements with respect to the Agreement
and the transactions hereby and shall not issue any such press release or make
any such public statement without the prior written consent of the other
parties, except as may be required under applicable Law.  Provided,
however, with respect to MBPI’s Current Report on Form 8-K filed with the SEC
disclosing MBPI’s entry into this Agreement, CAOPU and MBPI will consult with
each other before filing such Form 8-K and provide each other the opportunity to
review and comment upon, such Form 8-K and MBPI shall not file such Form 8-K
with the SEC without CAOPU’s prior written consent which shall not be
unreasonably withheld.

     

    (e)           Fees and Expenses.
All fees and expenses incurred in connection with this Agreement shall be paid
by the Party incurring such fees or expenses, whether or not this Agreement is
consummated.

     

    (f)           Form 8-K
Information.  TIDC shall provide MBPI with such audited annual
and unaudited interim financial information, pro-forma financial information and
all footnotes thereto and auditor’s letters relating to the business of TIDC and
the TIDC Subsidiaries as may be requested by MBPI in order for MBPI to comply
with its reporting and disclosure obligations under the rules and regulations of
the SEC, including, but not limited to Regulation S-X and Form 8-K (the “Form 8-K
Financial Information”), in connection with MBPI’s preparation of its
Current Report on Form 8-K, and any amendments thereto, regarding the Closing
(the “Form
8-K”).  TIDC shall provide such Form 8-K Financial Information
promptly so as to allow MBPI and its regularly retained accounting firm (“MBPI’s
Accountant”) to: (i) review all financial statements relating to TIDC and
the TIDC Subsidiaries as shall be required to be included in said Form 8-K, and
(ii) timely file the Form 8-K.  TIDC shall in a prompt and timely
manner provide MBPI’s Accountant with such management representations as may be
requested by MBPI’s Accountant in connection with its preparation of any
financial statements for TIDC relating to such Form 8-K. In addition, TIDC shall
also provide to MBPI such additional information regarding TIDC and the TIDC
Subsidiaries that would be required if MBPI were filing a general registration
of securities on Form 10 under the Exchange Act (the “Form 8-K
Business Disclosures”) as may be requested by MBPI.  CAOPU
shall provide MBPI and its counsel with a draft of the Form 8-K prior to the
closing which shall be reasonably acceptable in form and substance to MBPI and
its counsel.

     

    (g)           Appointment of Officers and
Directors.  TL shall take all action necessary to have the
persons designed by Caopu appointed as officers and directors of MBPI, which
shall be effective immediately upon the Closing.

     

    (h)           Cancellation of TL’s MBPI
Shares.  TL and MBPI shall take all action necessary to deliver
to CAOPU a certificate representing 875,000 shares of the MBPI Common Stock
owned by TL for cancellation.

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    6.2         Post-Closing
Covenants.

     

    (a)           Filing of Current Report on
Form 8-K and Press Release. MBPI shall no later than four (4) Business
Days after the Closing file the Form 8-K with the SEC.

     

    (b)           Blue Sky
Laws.  MBPI shall take any action (other than qualifying to do
business in any jurisdiction in which it is not now so qualified) required to be
taken under any applicable state securities laws in connection with the issuance
of MBPI Shares in connection with this Agreement.

     

    (c)           Quotations of MBPI Common
Stock.  MBPI shall use its best efforts and take all actions
necessary to maintain the quotation of its common stock on the Bulletin Board or
to become listed on a recognized exchange.

     

    (d)           Exchange Act
Filings.  For a period of three years following the Closing,
MBPI shall use its best efforts to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be
filed by MBPI pursuant to the Exchange Act.

     

    (e)           Internal Controls and
Procedures.  As soon as reasonably practicable after the
Closing, MBPI and TIDC will cooperate in good faith and use commercially
reasonable efforts to design, and MBPI will implement, maintain, adhere to and
enforce, a system of internal accounting and disclosure controls and procedures
that are effective in providing assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with GAAP,
including policies and procedures that (i) require the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of MBPI, (ii) provide assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and expenditures of MBPI
are being made only in accordance with appropriate authorizations of management
and MBPI’s board of directors, and (iii) provide assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the assets of MBPI.

     

    (f)           Asset
Sale.  MBPI and TL shall take all necessary actions to complete
the Asset Sale and shall complete the Asset Sale on or before the Closing
Date.

     

    (g)           Forward
Split.  MBPI shall use its best efforts to complete a forward
split of its issued and outstanding Common Stock at a ratio of thirteen (15)
shares of Common Stock for one (1) share of Common Stock (the “Forward
Split”).  Immediately after completing the Forward Split, MBPI
shall have a total of 25,725,000 shares of Common Stock issued and
outstanding.

     

    ARTICLE
VII.

    CONDITIONS
PRECEDENT TO CLOSING

     

    7.1         CAOPU, LFG and Phoebus’
Conditions to Closing.  The obligations of CAOPU, LFG and
Phoebus to consummate the transactions contemplated by this Agreement are
subject to the satisfaction of the following conditions on or before the Closing
Date:

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    (a)           Representations, Warranties
and Covenants.  The representations and warranties of MBPI and
TL in this Agreement shall be true and correct on the Closing Date, and MBPI and
TL shall have duly performed and complied with all covenants and required by
this Agreement to be performed or complied with by them on or prior to the
Closing.

     

    (b)           Absence of
Litigation. No action or proceeding shall be pending or threatened by or
before any court or other governmental body or agency seeking to restrain,
prohibit or invalidate the transactions contemplated by this Agreement or which
would adversely affect the right of CAOPU, LFG and Phoebus to own the MBPI
Shares.

     

    (c)           Consents and
Approvals. All (a) consents, (b) licenses, (c) other orders or
notifications of, or registrations, declarations or filings with, or expiration
of waiting periods imposed by, any applicable governmental or judicial authority
and (d) consents, approvals, authorizations or notifications of any other third
parties, all as required in connection with consummation of the transactions
contemplated by this Agreement, shall have been made or obtained or shall have
occurred.

     

    (d)           Cancellation  of
TL’s Shares.  TL and MBPI shall have cancelled the 875,000
shares of MBPI Common Stock beneficially owned by TL.

     

    (e)           Approval of Assignment and
Assumption Agreement and Asset Sale.  MBPI shall have obtained
written consents from its board of directors and the approval of its
shareholders as required under applicable Law approving the Asset
Sale.

     

    (f)           Director and Shareholder
Consents.  CAOPU, LFG and Phoebus shall have obtained written
consents of its board of directors and shareholders as required under applicable
Law approving, among other items, this Agreement, the other Transaction
Documents and the consummation of the transactions contemplated hereby and
thereby.

     

    (g)           Deliveries.  The
closing deliveries specified in Section
8.2 shall have been made by MBPI.

     

    7.2         MBPI and TL’s Conditions to
Close.  The obligations of MBPI and TL to consummate the
transaction contemplated by this Agreement are subject to the satisfaction of
each of the following conditions on or before the Closing Date:

     

    (a)           Representations, Warranties
and Covenants.  The representations and warranties of CAOPU and
TIDC contained in this Agreement shall be true and correct on the Closing Date,
and CAOPU and TIDC shall have duly performed and complied with all covenants and
obligations required by this Agreement to be performed or complied with by it on
or before the Closing Date.

     

    (b)           Absence of
Litigation.  No action or proceeding shall be pending by or
before any court or other governmental body or agency seeking to restrain,
prohibit or invalidate the transactions contemplated by this
Agreement.

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    (c)           Consents and
Approvals.  All (a) consents, (b) licenses, (c) other orders or
notifications of, or registrations, declarations or filings with, or expiration
of waiting periods imposed by, any applicable governmental or judicial authority
and (d) consents, approvals, authorizations or notifications of any other third
parties, all as required in connection with consummation of the transactions
contemplated by this Agreement, shall have been made or obtained or shall have
occurred.

     

    (d)           Director and Shareholder
Consents.  MBPI shall have obtained written consents of its
board of directors and shareholders as required under applicable Law approving,
among other items, this Agreement, the other Transaction Documents and the
consummation of the transactions contemplated hereby and thereby.

     

    (e)           Deliveries.  The
closing deliveries specified in Section
8.3 shall have been made by CAOPU, LFG and Phoebus.

     

    ARTICLE
VIII.

    CLOSING

     

    8.1         Closing. The delivery
of the TIDC Shares to MBPI and the delivery of the MBPI Shares to CAOPU, LFG and
Phoebus and the consummation of the other respective obligations of the Parties
contemplated by this Agreement will take place at a closing (the “Closing”),
which will be held at the offices of Gusrae, Kaplan, Bruno & Nusbaum PLLC,
120 Wall Street, 11th Floor,
New York, NY 10005 on November 15, 2009, or another date (the “Closing
Date”) and location as mutually agreed upon by the Parties.

     

    8.2         Deliveries by MBPI and
TL. At the Closing, MBPI and TL will deliver or cause to be delivered,
unless waived by CAOPU, the following to CAOPU, LFG and Phoebus:

     

    (a)           this
Agreement duly executed by MBPI and TL;

     

    (b)           copy
of the MBPI certificate of incorporation certified by the Delaware Secretary of
State;

     

    (c)           good
standing certificate from the Delaware Secretary of State;

     

    (d)           certificates
from an appropriate governmental official in each jurisdiction in which MBPI is
qualified or admitted to do business as a foreign corporation to the effect that
MBPI duly qualified or admitted in good standing in such jurisdiction, all of
such certificates to be dated within ten (10) days before the Closing
Date;

     

    (e)           executed
certificates of the secretary or other appropriate officer of MBPI, dated the
Closing Date, in form and substance reasonably satisfactory to CAOPU, certifying
(i) the resolutions of the board of directors of MBPI authorizing the execution
and performance of this Agreement and the other Transaction Documents and the
transactions contemplated hereby and thereby certifying that they have not been
rescinded or amended; (ii) as to the incumbency of the officers of MBPI
executing this Agreement, and/or any related agreement, and including specimen
signatures; (iii) that no vote, approval or consent of any holder of capital
stock of MBPI is required or necessary to consummate the transactions
contemplated by this Agreement or the other Transaction Documents;

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    (f)           certificates
representing the MBPI Shares;

     

    (g)           the
corporate minute books and capital stock records of MBPI;

     

    (h)           the
Tax Returns of MBPI;

     

    (i)           TL’s
letter of resignation pursuant to which TL shall resign as an officer and
director of MBPI effective immediately upon the Closing;

     

    (j)           the
other Transaction Documents duly executed by the parties thereto;

     

    (k)           10b-5
Letters from each of the officers and directors of MBPI addressed to
CAOPU;

     

    (l)           an
opinion of MBPI’ Counsel dated the Closing Date addressed to CAOPU with respect
to, among other items under the applicable laws of the Delaware, due
authorization, valid issuance and non-assessability of the MBPI Shares and MBPI’
authority to enter into this Agreement;

     

    (m)           a
Secretary’s Certificate dated the Closing Date in form and substance
satisfactory to CAOPU as to (i) the MBPI Constituent Instruments, (ii) the
resolutions of the board of directors and shareholders authorizing this
Agreement and the other Transaction documents, (iii) the incumbency and
signatures of the MBPI officers executing this Agreement and

     

    (n)           a
certificate executed by a duly authorized executive officer of MBPI certifying
completion of each of the matters listed in Sections
7.1(a) through 7.1(e) hereof.

     

    8.3         Deliveries by CAOPU, LFG,
Phoebus and TIDC. At the Closing, CAOPU, LFG, Phoebus and TIDC will
deliver or cause to be delivered, unless waived by MBPI and TL, the
following:

     

    (a)           this
Agreement duly executed by CAOPU, LFG, Phoebus and TIDC;

     

    (b)           the
other Transaction Documents duly executed by CAOPU, LFG, Phoebus and or TIDC, as
applicable;

     

    (c)           certificates
representing the TIDC Shares duly endorsed for transfer or accompanied by
executed stock powers;

     

    (d)           Opinions
of counsel from CAOPU’s, LFG’s and Phoebus’ British Virgin Islands counsel and
TIDC’s PRC counsel, dated the Closing Date with respect to, among other items
under the applicable laws of the British Virgin Islands and/or the
PRC:  Each of CAOPUS’s, LFG’s, Phoebus’ and TIDC’s authority to enter
into this Agreement and the other Transaction Documents; the due authorization
of the TIDC Shares; CAOPU’s, LFG’s and Phoebus’ ownership of the TIDC Shares;
TIDC’s ownership of the SCAC Shares and TIDC’s  and SCAC’s good
standing, in form and substance to satisfactory to MBPI and its legal
counsel;

     

    
      
         


      

      
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    (e)           10b-5
Letters from each of the officers and directors of CAOPU, TIDC and SCAC
addressed to MBPI;

     

    (f)           Secretary’s
Certificates dated the Closing Date in form and substance satisfactory to MBPI
as to (i) the CAOPU, TIDC and SCAC Constituent Instruments, (ii) the resolutions
of the board of directors and shareholders of CAUPO authorizing this Agreement
and the other Transaction documents, (iii) the incumbency and signatures of the
CAOPO officers executing this Agreement; and

     

    (g)           a
certificate executed by a duly authorized executive officer of CAOPU certifying
completion of each of the matters listed in Sections
7.2(a) through 7.2(c) hereof.

     

    ARTICLE
IX.

    INDEMNIFICATION

     

    9.1         Indemnification by MBPI and
TL.  MBPI and TL shall, jointly and severally, indemnify,
defend and hold harmless CAOPU, LFG, Phoebus, TIDC and their respective
officers, directors, and Affiliates in respect of, and hold each of them
harmless from, against, and with respect to any and all Losses suffered,
incurred or sustained by any of them, or to which any of them becomes subject,
to the extent resulting from, arising out of or relating to any of the
following:

     

    (a)           any
and all violations of Laws by MBPI and/or TL, direct or indirect, fixed,
contingent, legal, statutory or contractual, which exist at or as of the Closing
Date or which arise after the Closing Date but which are directly and primarily
caused by acts, failures to act, transactions, services or state of facts which
occurred or existed on or before the Closing Date, whether or not then known,
due or payable;

     

    (b)           any
breach, in any material respect, or default, in any material respect, in the
performance by MBPI and/or any TL of any covenant or agreement of any of them in
this Agreement or the performance by MBPI and/or TL of any covenant or agreement
in this Agreement the performance of which was required by this Agreement to be
satisfied prior to the Closing;

     

    (c)           any
breach, in any material respect, by MBPI and/or TL of any of the representations
or warranties made by any of them in this Agreement; and

     

    (d)           any
broker’s or finder’s fee or any similar fee, charge or commission incurred by
MBPI and/or TL prior to or in connection with this Agreement, or any of the
transactions contemplated hereby.

     

    
      
         


      

      
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    9.2         Indemnification by CAOPU and
TIDC.  CAOPU and TIDC shall, jointly and severally, indemnify,
defend and hold harmless TL, MBPI and MBPI’ officers, directors, and Affiliates
in respect of, and hold each of them harmless from, against, and with respect to
any and all Losses suffered, incurred or sustained by any of them, or to which
any of them becomes subject, to the extent resulting from, arising out of or
relating to any of the following:

     

    (a)           any
and all violations of Laws by CAOPU and/or TIDC, direct or indirect, fixed,
contingent, legal, statutory or contractual, which exist at or as of the Closing
Date or which arise after the Closing Date but which are directly and primarily
caused by acts, failures to act, transactions, services or state of facts which
occurred or existed on or before the Closing Date, whether or not then known,
due or payable;

     

    (b)           any
breach, in any material respect, or default, in any material respect, in the
performance by CAOPU and/or TIDC of any covenant or agreement of any of them in
this Agreement or the performance by CAOPU and/or TIDC of any covenant or
agreement in this Agreement the performance of which was required by this
Agreement to be satisfied prior to the Closing; and

     

    (c)           any
breach, in any material respect, by CAOPU and/or TIDC of any of the
representations or warranties made by any of them in this
Agreement.

     

    9.3         Other Remedies. The
foregoing indemnification provisions are in addition to, and not in derogation
of, any statutory, equitable or common law remedy any party may have as a result
of a Loss.

     

    9.4         Survival of
Representations. All representations and warranties of the Parties hereto
contained in this Agreement or otherwise made in writing in connection with the
transactions contemplated hereby shall survive the execution and delivery of
this Agreement and the Closing and shall continue through and including
September 30, 2010, with the exception of the representations and warranties set
forth in Sections
3.6, 3.7 and 4.4 (Capitalization), Sections
3.17 and 4.16 (Taxes), and Sections
3.18 and 4.30 (Environmental Matters), which shall have no expiration
other than applicable statutes of limitation.

     

    9.5         Notice and Opportunity to
Defend.  Promptly after the receipt by a Party of notice of any
action, proceeding, claim or potential claim (any of which is hereinafter
individually referred to as a “Claim”)
which could give rise to a right to indemnification under any subsection
of  Section 9
, the party receiving such notice (an “Indemnified
Party”) shall give prompt written notice to the party or parties who may
become obligated to provide indemnification hereunder (the “Indemnifying
Party”).  Such notice shall specify in reasonable detail the
basis and amount, if ascertainable, of any claim that would be based upon the
Claim. The failure to give such notice promptly shall relieve the Indemnifying
Party of its indemnification obligations under this Agreement, unless the
Indemnified Party establishes that the Indemnifying Party either had knowledge
of the Claim or was not prejudiced by the failure to give notice of the
Claim.  The Indemnifying Party shall have the right, at its option, to
compromise or defend the claim, at its own expense and by its own counsel, and
otherwise control any such matter involving the asserted liability of the
Indemnified Party, provided that any such compromise or control shall be subject
to obtaining the prior written consent of the Indemnified Party which shall not
be unreasonably withheld, conditioned or delayed. If any Indemnifying Party
undertakes to compromise or defend any asserted liability, it shall promptly
notify the Indemnified Party of its intention to do so, and the Indemnified
Party agrees to cooperate fully with the Indemnifying Party and its counsel in
the compromise of or defense against any such asserted liability. All costs and
expenses incurred in connection with such cooperation shall be borne by the
Indemnifying Party. In any event, the Indemnified Party shall have the right at
its own expense to participate in the defense of an asserted
liability.

     

    
      
         


      

      
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    ARTICLE
X.

    TERMINATION

     

    10.1         This
Agreement may be terminated at any time prior to the Closing:

     

    (a)           by
mutual written agreement of Parties;

     

    (b)           by
CAOPU if the Closing has not occurred by October 1, 2009 (the “Termination
Date”);

     

    (c)           by
any Party hereto if any Governmental Authority shall have issued an order,
decree or ruling or taken any other action permanently enjoining, restraining or
otherwise prohibiting the transactions contemplated by this Agreement and such
order, decree, ruling or other action shall have become final and
nonappealable.

     

    10.2         Effect of
Termination. Upon termination of this Agreement pursuant to this Article
9, this Agreement shall be void and of no effect and shall result in no
obligation of or liability to any Party or their respective directors, officers,
members, managers, employees, agents or stockholders for damages, penalties or
liquidated damages; provided that if this Agreement is terminated as a result of
an intentional breach of any representation, warranty or covenant in this
Agreement, the Party who breached the representation, warranty or covenant shall
be liable to the other Parties for actual damages, including all costs and
expenses incurred in connection with the preparation, negotiation, execution and
performance of this Agreement. If any Party hereto shall terminate this
Agreement pursuant to the provisions hereof, such termination shall be effected
by notice to the other Parties specifying the provision hereof pursuant to which
such termination is made. In no event shall any party be entitled to
consequential damages, lost profits or special or punitive damages as a result
of the termination of this Agreement.

     

    ARTICLE
XI.

    MISCELLANEOUS

     

    11.1         Publicity.  Each
of the Parties shall consult with each other with respect to the content of any
press release, public statement or other publicity concerning this Agreement or
the transactions contemplated hereby, and except as otherwise required by Law,
after such consultation, any such press release and other publicly shall be made
only with the prior agreement of CAOPU and MBPI, which agreement shall not be
unreasonably withheld or delayed.

     

    
      
         


      

      
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    11.2           Assignment. Neither
this Agreement nor any right created hereby shall be assignable by any Party
hereto.

     

    11.3           Non-Waiver. The
failure in any one or more instances of a Party to insist upon performance of
any of the terms, covenants or conditions of this Agreement, to exercise any
right or privilege in this Agreement conferred, or the waiver by said Party of
any breach of any of the terms, covenants or conditions of this Agreement, shall
not be construed as a subsequent waiver of any such terms, covenants,
conditions, rights or privileges, but the same shall continue and remain in full
force and effect as if no such forbearance or waiver had occurred. No waiver
shall be effective unless it is in writing and signed by an authorized
representative of the waiving Party. A breach of any representation, warranty or
covenant shall not be affected by the fact that a more general or more specific
representation, warranty or covenant was not also breached.

     

    11.4           Binding Effect;
Benefit. This Agreement shall inure to the benefit of and be binding upon
the Parties hereto, and their successors and permitted assigns. Nothing in this
Agreement, express or implied, shall confer on any Person other than the parties
hereto, and their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this
Agreement.

     

    11.5           Notices. Any notice
or communication must be in writing and will be deemed given: (i) when delivered
if delivered personally (including by courier); (ii) on the third Business Day
after mailing, if mailed, postage prepaid, by registered or certified mail
(return receipt requested); (iii) on the day after mailing if sent by a
nationally recognized overnight delivery service which maintains records of the
time, place, and recipient of delivery; or (iv) upon receipt of a confirmed
transmission, if sent by telecopy or facsimile transmission. For purposes of
notice, the addresses of the parties shall be:

     

    If to
CAOPU, and/or TIDC:

     

    No. 2888
Qinghe Road

    Development
Zone Cao County

    Shandong
Province China

    Attention:
Mr. Li  Jinliang

    Telephone:  86-530-3431658

    Telecopy:  86-530-3431221

    


                If
to LFG:

    


    Tenth
Floor, Botai Plaza, No.221

    Wangjing
Xiyuan, Chaoyang District

    Beijing,
100102, China

    Attention:
Mr. Li Ziwen

    Telephone:
86-10-64789105

    Telcopy:
86-10-64789550


    
      
         


      

      
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               If
to Phoebus:

    


    
      Room
1103, South Office Building,

    

    New World
Center, No. 3 Chong

    Wen Men
Wai Street, Beijing,

    100062
China

    Attention:
Mr. Han Xu

    Telephone:
86-10-67080230

    Telcopy:
86-10-67080227

    


    With a
copy to:

    


    Gusrae, Kaplan, Bruno & Nusbaum
PLLC

    120 Wall Street

    New York, NY 10006

    Attention: Lawrence
Nusbaum

    Telephone: (212) 269-1400

    Telecopy:  (212)
809-5449

    


    If to TL
and/or MBPI:

    


    Mobile Presence Technologies,
Inc.

    at 51 Belmont Avenue

    Northampton,
MA 01060

    Attention:  Timothy
Lightman

    Telephone: (917) 825-9093

    Telecopy:  None

     

    With a
copy to:

     

    Frank J.
Hariton, Esq.

    1065 Dobbs Ferry Road

    White Plains, New York
10607

    Telephone: (914) 674-4373

    Telecopy:  (914)
693-2963

     

    11.6           Governing Law,
Venue.   This Agreement shall be governed solely and
exclusively by and construed in accordance with the internal laws of the State
of New York without regard to the conflicts of laws principles
thereof.  The parties hereto hereby expressly and irrevocably agree
that any suit or proceeding arising directly and/or indirectly pursuant to or
under this Agreement shall be brought solely in a federal or state court located
in the City, County and State of New York. By its execution hereof, the parties
hereby covenant and irrevocably submit to the in personam jurisdiction
of the federal and state courts located in the City, County and State of New
York and agree that any process in any such action may be served upon any of
them personally, or by certified mail or registered mail upon them or their
agent, return receipt requested, with the same full force and effect as if
personally served upon them in New York City. The parties hereto expressly and
irrevocably waive any claim that any such jurisdiction is not a convenient forum
for any such suit or proceeding and any defense or lack of in personam jurisdiction with
respect thereto. In the event of any such action or proceeding, the party
prevailing therein shall be entitled to payment from the other party hereto of
its reasonable counsel fees and disbursements.


    
      
         


      

      
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    11.7           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    11.8           Facsimile Transmissions. This
Agreement, the other Transaction Documents and all agreements, documents and
certificates delivered pursuant to this Agreement and/or the other Transaction
Documents or in connection with the transactions consummated pursuant to this
Agreement or the other Transaction Documents may be executed by any Party and
transmitted by such Party to any other Party or Parties by facsimile, and any
such document shall be deemed to have full force and effect as if the facsimile
signature or signatures on such documents were original.

     

    11.9           Third Party
Beneficiaries.  None of the provisions of this Agreement or any
document contemplated hereby is intended to grant any right or benefit to any
person or entity which is not a party to this Agreement.

     

    11.10         Headings.  The
article and section headings contained in this Agreement are solely for the
purpose of reference, are not part of this Agreement and shall not in any way
affect the meaning or interpretation of this Agreement.

     

    11.11         Specific
Performance.  TL and MBPI acknowledge that the MBPI Shares are
unique and that if MBPI and TL fail to consummate the transactions contemplated
by this Agreement such failure will cause irreparable harm to CAOPU for which
there will be no adequate remedy at law.  CAOPU shall be entitled, in
addition to its other remedies at law, to specific performance of this Agreement
if MBPI and/or TL shall, without cause, refuse to consummate the transactions
contemplated by this Agreement.

     

    11.12         Severability.  In
the event that any provision in this Agreement shall be determined to be
invalid, illegal or unenforceable in any respect, the remaining provisions of
this Agreement shall not be in any way impaired, and the illegal, invalid or
unenforceable provision shall be fully severed from this Agreement and there
shall be automatically added in lieu thereof a provision as similar in terms and
intent to such severed provision as may be legal, valid and
enforceable.

     

    11.13         Entire
Agreement.  This Agreement and the Schedules and Exhibits
hereto, constitute the entire contract between the Parties hereto pertaining to
the subject matter hereof, and supersede all prior and contemporaneous
agreements and understandings between the Parties with respect to such subject
matter.


    
      
         


      

      
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    IN
WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be duly
signed as of the date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Tianwei International Development
      Corporation

                                
	 
      	 
      
	
                                  By:

                                	
                                  /s/
      Li Jinliang

                                
	
                                  Name:
      Li Jinliang

                                
	
                                  Title:
      Chairman and Chief Executive Officer

                                
	 
      
	
                                  CAOPU
      Enterprise Limited

                                
	 
      
	
                                  By:

                                	
                                  /s/
      Li Jinliang

                                
	
                                  Name:
      Li Jinliang

                                
	
                                  Title:
      Chairman and Chief Executive Officer

                                
	 
      
	
                                  Mobile
      Presence Technologies, Inc.

                                
	 
      
	
                                  By:

                                	
                                  /s/
      Timothy Lightman

                                
	
                                  Name:
      Timothy Lightman

                                
	
                                  Title:
      President

                                
	 
      
	
                                  London
      Financial Group, Ltd.

                                
	 
      
	
                                  By:

                                	
                                  /s/
      Li Ziwen

                                
	
                                  Name:
      Li Ziwen

                                
	
                                  Title:
      President

                                
	 
      
	
                                  Phoebus
      Vision Investment Development Group Ltd.

                                
	 
      
	
                                  By:

                                	
                                  /s/
      Han Xu

                                
	
                                  Name:
      Han Xu

                                
	
                                  Title:
      President

                                
	 
      
	
                                  /s/

                                	
                                  Timothy
      Lightman

                                
	
                                  Timothy
      Lightman,
individually

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    Schedule
2.1(a)

    


    
      
        
          
            	
                    Entity

                  	 
      	
                    TIDC
      Shares

                  	 
      	
                    MBPI
      Shares

                  
	
                    CAOPU

                  	 
      	
                    19,200

                  	 
      	
                    1,481,760

                  
	
                    LFG

                  	 
      	
                    266

                  	 
      	
                    20,529

                  
	
                    Phoebus

                  	 
      	
                    534

                  	 
      	
                    41,211

                  


          

        

      

    


    
      
         


      

      
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